Exhibit
10.23

     

    OFFICE
LEASE AGREEMENT

    


    THIS
OFFICE LEASE AGREEMENT (this “Lease”) dated for references
purposes only is made between PS Business Parks, L.P., a California
limited partnership, by its agent PS Business Parks, Inc., a California
Corporation (“Landlord”), and THINKGEEK, Inc. a Delaware
Corporation (“Tenant”), as of June 26, 2009
(the “date of this
Lease”).

     

    BASIC
LEASE INFORMATION 
 

    
      	
              PREMISES:

            	
              Approximately
      15,316 rentable square feet commonly known as Suite 100 and 103, 11216
      Waples Mill Road, Fairfax, Virginia, as depicted on Exhibit
    A-1.

            


    

    


    
      	
              BUILDING &
      PROJECT:  

            	
              Approximately
      27,542 rentable square feet located at 11216 Waples Mill Road, Fairfax,
      Virginia as depicted on Exhibit
      A-2.  The Building is a part of the Project commonly
      referred to as Fair Oaks Corporate Center, as depicted and more
      particularly described on Exhibit
    A-2.

            


    

    


    PERMITTED USE:
  General office use.

    


    
      	
              TERM:

            	
              A
      period of Sixty (60) months.  Subject to Section 1.02, the Term
      shall commence on the later of September 1, 2009 or the date that Landlord
      delivers possession of the Premises in the condition required by this
      Lease (the “Commencement
      Date”) and, unless terminated early in accordance with this Lease,
      end on August 31, 2014 (the “Termination
      Date”).

            


    

    


    BASE
RENT:

    


    
      
        
          
            
              	
                      Period of Term

                    	 	
                      Monthly

                      Base Rent

                    	 
	
                      9/1/09
      – 8/31/10

                    	 	$	24,007.83	 
	
                      9/1/10
      – 8/31/11

                    	 	$	24,668.05	 
	
                      9/1/11
      – 8/31/12

                    	 	$	25,346.42	 
	
                      9/1/12
      – 8/31/13

                    	 	$	26,043.44	 
	
                      9/1/13
      – 8/31/14

                    	 	$	26,759.64	 


            

          

        

      

    

    


    
      BASE YEAR:  The
calendar year 2010, subject to Exhibit D

    

    


    SECURITY
DEPOSIT:  $26,759.64, to be paid upon execution

    


    TENANT'S PROPORTIONATE SHARE OF
BUILDING:  55.6%              OF
PROJECT:  12.23%

    


    
      	
              PARKING
      DENSITY:

            	
              4
      unreserved spaces per 1,000 square feet of the Premises, which spaces
      shall be in common with other tenants of the
  Project

            


    

    


    LANDLORD’S BROKER: NONE
            TENANT’S
BROKER:  Larson Commercial Real Estate Services

    


    TENANT’S SIC
CODE:  5900 - Retail 

    


    
      
        
          
            	
                    ADDRESSES
      FOR

                  	
                    To:  Tenant

                  	
                    To:  Landlord

                  
	
                    NOTICES:

                  	
                    ThinkGeek,
      Inc.

                  	
                    PS
      Business Parks

                  
	 
      	
                    Suite
      100 and 103

                  	
                    2750
      Prosperity Ave #250

                  
	 
      	
                    Fairfax,
      Virginia

                  	
                    Fairfax,
      VA 22030

                  
	 
      	
                    Attn:  General
      Manager

                  	
                    Fax:  703.876.5384

                  
	 
      	
                    -
      and -

                  	 
      
	 
      	
                    SourceForge,
      Inc.

                  	 
      
	 
      	
                    650
      Castro Street, Suite 450

                  	 
      
	 
      	
                    Mountain
      View, CA 94041

                  	 
      
	 
      	
                    Attn:  Legal
      Service

                  	 
      
	 
      	
                    FAX:  650-425-3788

                  	 
      


          

        

      

    

    


    TENANT’S
BILLING ADDRESS [If different from Notice Address]:                                                                        

    SourceForge,
Inc.

    650
Castro Street, Suite 450

    Mountain
View, CA 94041

    Attn:  Accounts
Payable

    


    
      
        LANDLORD’S REMITTANCE
ADDRESS:                                                                                                        

      

    

    


    BUILDING BUSINESS
HOURS:  7am – 6pm Monday – Friday, 9am – 1pm
Saturday

    


    This
Lease consists of the foregoing Basic Lease Information, the following Lease
provisions consisting of Sections 1 through 28 and
Exhibits A-1, A-2, B, C, and D, all of which are
incorporated herein by this reference.  Defined terms used in this
Lease and included in the Basic Lease Information shall have the meanings given
them in the Basic Lease Information.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    
      	
              1. 

            	
              Lease of Premises; Compliance
      with Laws; Surrender.

            


    

     

    1.01           Landlord
leases to Tenant, and Tenant leases from Landlord, the Premises, upon the terms
of this Lease.  The Premises are leased “AS IS” except only for the
improvements, if any, which are to be constructed by Landlord pursuant to Exhibit B.  Tenant
acknowledges that neither Landlord nor any agent of Landlord has made any
representation or warranty regarding the Premises; provided, however, that
Landlord shall deliver possession of the Premises to Tenant in good, vacant,
broom clean condition, with all Building systems in good working order as of the
Commencement Date and with the Tenant Improvements substantially
complete.  Landlord warrants to Tenant that, to the best of Landlord's
knowledge, the Premises, in the state existing on the date this Lease is
executed by Landlord and Tenant, but without regard to alterations or
improvements to be made by the Tenant or the use for which Tenant will occupy
the Premises, does not violate any Laws in effect on such date.  The
square footages set forth in this Lease are approximate and
agreed.  For purposes of this Lease, the term “Property” means the Building
(as defined above in the Basic Lease Information), the Project (as defined above
in the Basic Lease Information), and the parcel(s) of land on which they are
located and, at Landlord’s discretion, the parking facilities and other
improvements, if any, serving the Building, Project and/or the parcel(s) of land
on which they are located.  If the Project is part of a larger complex
of structures, the term “Property” may include the entire complex, where
appropriate in Landlord’s reasonable discretion.

     

    1.02           If
for any reason Landlord cannot deliver possession of the Premises on the
Commencement Date, Landlord will not be subject to any liability nor will the
validity of this Lease be affected in any manner.  Rather, the actual
Commencement Date shall be delayed until delivery of possession in which event
the Termination Date shall be extended to include the same number of full
calendar months as set forth in the Basic Lease Information (plus any partial
first month); provided, in the event delivery of possession is delayed by any
act, omission or request of Tenant or any Tenant Entity, then the Premises shall
be deemed to have been delivered (and the actual Commencement Date shall occur)
on the earlier of the actual date of delivery or the date delivery would have
occurred absent the number of days of such delay attributable to Tenant and the
Term (as defined above in the Basic Lease Information) shall then be for such
number of full calendar months (plus any partial first month).  Upon
request made by Landlord following the Commencement Date, Tenant shall execute
and deliver a commencement letter setting forth the actual Commencement Date,
the date upon which the Term shall expire, and such other matters regarding the
commencement of this Lease as Landlord shall reasonably
request.  Tenant’s failure to execute and return the commencement
letter, or to provide written objection to the statements contained in the
commencement letter, within 10 business days after the date of the commencement
letter shall be deemed an approval by Tenant of the statements contained
therein.

     

    Notwithstanding
anything to the contrary contained herein, if the Commencement Date has not
occurred on or before November 1, 2009 (the “Outside Date”) due to no fault
of Tenant, Tenant, as its sole remedy, may terminate this Lease by giving
Landlord written notice of termination on or before the earlier to occur
of:  (i) 10 business days after the Outside Date; and (ii) the
Commencement Date.  If such a termination notice is so given to
Landlord, Landlord shall promptly refund any prepaid rent and Security Deposit
previously advanced by Tenant under this Lease so long as Tenant has not
previously defaulted under any of its obligations under this Lease or Exhibit B (Tenant
Improvements) beyond any applicable notice and cure period, this Lease shall be
null and void and the parties hereto shall have no further responsibilities or
obligations to each other with respect to this Lease except with respect to any
such defaults and any obligations which survive a termination of this
Lease.  Landlord and Tenant acknowledge and agree that the Outside
Date shall be postponed by the number of days the Commencement Date is delayed
due to Tenant Delays (defined in Exhibit B). If Landlord
determines in good faith that it will be unable to cause the Commencement Date
to occur by the Outside Date, Landlord shall have the right to immediately cease
its performance of the Tenant Improvements performed by Landlord and provide
Tenant with written notice (the "Completion Date Extension
Notice") of such
inability, which Completion Date Extension Notice shall set forth the date on
which Landlord reasonably believes that the Commencement Date will
occur.  Upon receipt of the Completion Date Extension Notice, Tenant
shall have the right to terminate this Lease by providing written notice of
termination to Landlord within 5 business days after the date of the Completion
Date Extension Notice.  If Tenant does not terminate this Lease within
such 5 business day period, the Outside Date automatically shall be amended to
be the date set forth in Landlord's Completion Date Extension
Notice.  If the Term of the Lease has not commenced within twenty-one
(21) years after the date of this Lease, this Lease shall automatically
terminate on the twenty-first (21st) anniversary of such date.  The
sole purpose of this provision is to avoid any interpretation of this Lease as a
violation of the Rule Against Perpetuities, or any other rule of law or equity
concerning restraints on alienation.

     

    1.03           Tenant
shall be permitted to enter upon the Premises not less than fourteen (14) days
prior to the Commencement Date for the sole purpose of installing furniture,
equipment or other personal property or any other purpose permitted by Landlord
other than for the conduct of its business, such early entry shall be at
Tenant’s sole risk and shall be subject to all the terms and provisions of this
Lease, except that Tenant shall not be required to pay Base Rent or Tenant’s
Proportionate Share of Operating Expenses for any days of possession before the
Commencement Date during which Tenant, with the approval of Landlord, is in
possession of the Premises for the sole purpose of performing improvements or
installing furniture, equipment or other personal property.  If Tenant
takes possession of the Premises before the Commencement Date for any other
purpose, such possession shall be subject to the terms and conditions of this
Lease, including without limitation, Tenant’s obligation to pay rent hereunder,
and the date Tenant takes possession of the Premises shall be deemed to be the
Commencement Date.

     

    1.04           Tenant,
at its sole expense, agrees to comply with all federal, state and local laws,
codes, ordinances, statutes, rules, regulations and other legal requirements
(including covenants and restrictions) applicable to Tenant’s occupancy of the
Premises (collectively, “Laws”).  Notwithstanding
anything to the contrary herein, Tenant’s obligation to perform alterations to
the Premises shall be limited to alterations required by (a) any Tenant
Alterations (as defined below), or (b) the particular use of the Premises or
Property by Tenant or any Tenant Entity.  If any activity of Tenant or
any Tenant Entity necessitates changes to the Project other than the Premises,
then Landlord shall elect that Landlord accomplish the same at Tenant’s expense
or that Tenant accomplish the same at its own expense.  In the event
that as a result of Tenant’s particular use, or intended use, of the Premises,
the Americans with Disabilities Act or any other Law requires modifications or
the construction or installation of improvements in or to the Premises,
Building, Project and/or common areas of the Property (as the same are
identified from time to time by Landlord for common use) (the “Common Areas”), the parties
agree that such modifications, construction or improvements shall be made at
Tenant’s expense.  Landlord or such other person(s) as Landlord may
appoint shall have the exclusive control and management of the Common
Areas.  Landlord shall have the right, in Landlord’s sole discretion,
from time to time, (i) to make changes to the Common Areas, including, without
limitation, changes in the location, size, shape and number of the lobbies,
windows, stairways, air shafts, elevators, escalators, restrooms, driveways,
entrances, parking spaces, parking areas, loading and unloading areas, ingress,
egress, direction of traffic, landscaped areas, walkways and utility raceways,
(ii) to close temporarily any of the Common Areas for maintenance purposes so
long as reasonable access to the Premises remains available, (iii) to designate
other land outside the boundaries of the Property to be a part of the Common
Area, (iv) to add additional buildings and improvements to the Common Areas, and
(v) and to do and perform such other acts and make such other changes in, to or
with respect to the Common Areas and Property as Landlord may, in the exercise
of sound business judgment, deem to be appropriate.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    1.05           Upon
expiration or termination of this Lease, Tenant agrees to remove all of Tenant’s
personal property from the Premises and return the Premises to Landlord in the
same condition as received by Tenant (excepting normal wear and tear, casualty,
condemnation, Hazardous Materials not released by Tenant, and Tenant Alterations
permitted to be surrendered hereunder) with all removal, repair, and restoration
duties of Tenant, including without limitation pursuant to Section 9.04, being
fully performed to Landlord’s reasonable
satisfaction.  Notwithstanding any other provision of this Lease to
the contrary, Tenant shall remove at its expense in compliance with the National
Electric Code or other applicable Law, at or prior to the expiration or
termination of this Lease, all wiring and cabling installed at or about the
Premises which shall have been installed by or on behalf of
Tenant.  Such wiring and cabling shall include but not be limited to
(a) wiring and cabling above the ceiling panels, behind or within walls, and
under or within floors, and (b) wiring and cabling for voice, data, security or
other purposes.  If Tenant abandons, vacates, or surrenders the
Premises, or is dispossessed by process of Law, or otherwise, any personal
property belonging to Tenant left in or about the Premises will, at the option
of Landlord, be deemed abandoned and may be disposed of by Landlord at the
expense and risk of Tenant.

     

    1.06           Landlord
has no duty to provide security for any portion of the Property.  To
the extent Landlord elects to provide any security, Landlord is not warranting
the effectiveness of any security personnel, services, procedures or equipment
and Tenant shall not rely on any such personnel, services, procedures or
equipment. Landlord shall not be liable for failure of any such security
personnel, services, procedures or equipment to prevent or control, or to
apprehend anyone suspected of, personal injury or property damage in, on or
around the Property.

     

    2.           Base Rent.  On or
before the first day of each calendar month of the Term, Tenant will pay to
Landlord the Base Rent for such month.  Base Rent and Additional Rent
(defined below) for any first partial month and for the first full calendar
month of the Term, together with the Security Deposit, are due and payable upon
execution of this Lease.  Monthly rent for any partial calendar month
will be prorated.  All sums and other charges payable by Tenant to
Landlord hereunder shall be deemed rent.  Base Rent and all other
amounts required to be paid by Tenant hereunder shall be paid without deduction
or offset and without prior notice or demand.  All such amounts shall
be paid in lawful money of the United States of America and shall be paid to
Landlord at the address stated herein or to such other persons or to such other
places as Landlord may designate in writing from time to
time.  Amounts payable hereunder shall be deemed paid when actually
received by Landlord.

     

    3.           Additional
Rent.  Unless otherwise specifically stated in this Lease, any
charge payable by Tenant under this Lease other than Base Rent is called “Additional
Rent.”  The term “rent” whenever used in this
Lease means Base Rent, Additional Rent and/or any other charge, fee or monies
payable by Tenant under the terms of this Lease.  Tenant shall pay
Tenant’s Proportionate Share of Operating Expenses in accordance with Exhibit D of this
Lease.

     

    4.           Late Charges.  If
any sum payable by Tenant to Landlord is not received by Landlord on the date
due, Tenant shall pay a late charge equal to the greater of (a) $50.00, or (b)
10% or the highest per annum rate of interest permitted from time to time under
applicable Law (whichever is less) of the then delinquent amount.  A
$50.00 handling fee will be paid to Landlord by Tenant for each bank returned
check.  The acceptance of late charges and returned check charges by
Landlord will not constitute a waiver of any Tenant default nor any other rights
or remedies of Landlord.

     

    5.           Security
Deposit.  Upon Tenant’s execution of this Lease, Tenant will
deposit with Landlord the Security Deposit (as defined above in the Basic Lease
Information) in the amount specified in the Basic Lease Information as security
for Tenant’s full and faithful performance of every provision under this
Lease.  Landlord will not be required to keep the Security Deposit
separate from its general funds.  Without limiting or impairing any
right Landlord may have or hereafter acquire under this Lease or applicable Law
with respect to the Security Deposit, Tenant hereby grants to Landlord a
security interest in the Security Deposit.  The Security Deposit is
not an advance rent payment or a measure of damages under this
Lease.  If Tenant is in default of any provision of this Lease beyond
applicable notice and cure periods, Landlord may, without waiver of the default
or of any other right or remedy, use, apply or retain all or any portion of the
Security Deposit for the payment of any amount due Landlord or to compensate
Landlord for any loss or damage suffered by Tenant’s default.  Within
5 days after written notification by Landlord, Tenant will restore the Security
Deposit to the full amount required under this Lease. No part of the Security
Deposit shall be considered to be held in trust, to bear interest (except when
required by Law) or to be prepayment for any monies to Landlord by Tenant under
this Lease. Landlord shall return any unapplied portion of the Security
Deposit to Tenant within 45 days after the later to occur of: (a) determination
of the final rent due from Tenant; or (b) the later to occur of the Termination
Date or the date Tenant surrenders the Premises to Landlord in compliance with
this Lease.  Landlord may assign the Security Deposit to a successor
or transferee and, following the assignment, Landlord shall have no further
liability for the return of the Security Deposit.

     

    6.           Use of Premises.

     

    6.01           The
Premises will be used and occupied only for the Permitted Use.  Tenant
will, at its sole expense, comply with all conditions and covenants of this
Lease, and all applicable Laws, subject to Section 1.04
hereof.  Tenant will not use or permit the use of the Premises, the
Property or any part thereof, in a manner that is unlawful, diminishes the
appearance or aesthetic quality of any part of the Property, creates waste or a
nuisance, or causes damage to the Property.  Tenant shall not permit
any objectionable or unpleasant odors, smoke, dust, gas, noise or vibrations to
emanate from the Premises nor take or permit any other action in the Premises
that would endanger, annoy, or interfere with the operations of, Landlord or any
other tenant of the Property.  Tenant shall obtain, at its sole
expense, any permit or other governmental authorization required for Tenant to
legally operate its business from the Premises.  Any animals,
excepting dogs, on or about the Property or any part thereof are expressly
prohibited.  Tenant is solely responsible for cleaning up after the
dogs and dogs shall not be permitted in the interior Common Areas (i.e.,
corridors, lobbies, stairwells) of the Project.  Any damage to the
Premises or the Project caused by dogs shall be repaired to Landlord’s
satisfaction at Tenant’s sole cost and expense.  Landlord shall have
the right at any time to prohibit Tenant from having dogs in the Premises if
dogs have been reasonably determined to be a nuisance to the property or other
tenants.  Notwithstanding the foregoing, such prohibition on dogs may
only occur if, upon three (3) separate occasions, Landlord notifies Tenant in
writing that Tenant’s dogs are causing a nuisance to other tenants, and Tenant
fails to cure any such nuisance within a reasonable period of time
thereafter.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    6.02           In
the event of any excessive trash in the Premises or outside the Premises and
caused by Tenant, as determined by Landlord in its reasonable discretion,
Landlord will have the right to remove such excess trash, charge all reasonable
costs and expenses attributable to its removal to Tenant and impose fines in the
event Tenant fails to remedy the situation.  Tenant will not cause,
maintain or permit any outside storage on or about the Property.  In
the event of any unauthorized outside storage by Tenant or any Tenant Entity,
Landlord will have the right, without notice, in addition to such other rights
and remedies it may have, to remove any such storage at Tenant’s
expense.

     

    7.           Parking.  All
parking will comply with the terms and conditions of this Lease and applicable
Rules and Regulations (as defined in Exhibit C
hereto).  Tenant will have a non-exclusive privilege on a "first-come,
first-served" basis to use Tenant’s Proportionate Share of those parking spaces
designated by Landlord for public parking.  Tenant shall not assign or
sublet parking privileges separate and apart from this Lease.

     

    8.           Utilities and
Services.

     

    8.01           Landlord
agrees to furnish to the Premises during Building Business Hours (specified in
the Basic Lease Information) on generally recognized business days (but
exclusive in any event of Sundays and national and local legal holidays), the
following services and utilities subject to the rules and regulations of the
Building prescribed from time to time:  (a) water for use in the base
Building lavatories; (b) customary heat and air conditioning (“HVAC”) required in Landlord’s
reasonable judgment for the use and occupation of the Premises during Building
Business Hours, although Tenant shall have the right to receive HVAC service
during hours other than Building Business Hours by paying Landlord’s then
standard charge for additional HVAC service and providing such prior notice as
reasonably specified by Landlord; (c) standard janitorial service; (d) elevator
service by non-attended automatic elevators, if applicable; and (e) electricity
in accordance with the terms and conditions in this Section 8.01; and (g) such
other services as Landlord reasonably determines are necessary or appropriate
for the Property.  Electricity and/or any other services or utilities
used by Tenant in the Premises shall, at Landlord’s option, be paid for by
Tenant either:  (i) through inclusion in Operating Expenses (except as
provided for excess usage); (ii) by a separate charge payable by Tenant to
Landlord; or (iii) by separate charge billed by the applicable utility company
and payable directly by Tenant.  Without the consent of Landlord,
Tenant’s use of electrical service shall not exceed, either in voltage, rated
capacity, use beyond Building Business Hours or overall load, that which
Landlord reasonably deems to be standard for the Building. Landlord shall have
the right to measure electrical usage by commonly accepted methods, including
the installation of measuring devices such as submeters and check
meters.  If it is determined that Tenant is using excess electricity,
Tenant shall pay Landlord, as Additional Rent, the cost of such excess
electrical usage and for the cost of purchasing and installing the measuring
device(s).

     

    8.02           Landlord
will not be liable or deemed in default, nor will there be any abatement of
rent, breach of any covenant of quiet enjoyment, partial or constructive
eviction or right to terminate this Lease, for (a) any interruption or reduction
of utilities, utility services or telecommunication services, (b) any
telecommunications or other company failing to provide such utilities or
services or providing the same defectively, and/or (c) any utility interruption
in the nature of blackouts, brownouts, rolling interruptions, hurricanes,
tropical storms or other natural disasters.  Tenant agrees to comply
with any energy conservation programs required by Law or implemented by
Landlord.  Landlord reserves the right, in its sole discretion, to
designate, at any time, the utility and service providers for Tenant’s use
within the Property; no such designation shall impose liability upon
Landlord.  Tenant has satisfied itself as to the adequacy of any
Landlord owned utility equipment and the quantity of telephone lines and other
service connections to the “Building’s Point of Demarcation” available for
Tenant’s use.  If the Premises, or a material portion of the Premises,
are made untenantable for a period in excess of 10 consecutive business days as
a result of any failure to furnish, or any interruption, diminishment or
termination of services due to the application of Laws, the failure of any
equipment, the performance of repairs, improvements or alterations, utility
interruptions or the occurrence of an event of Force Majeure (collectively, a
“Service Failure”) that
is reasonably within the control of Landlord to correct, then Tenant, as its
sole remedy, shall be entitled to receive an abatement of Base Rent and Tenant’s
Proportionate Share of Operating Expenses payable hereunder during the period
beginning on the 11th
consecutive business day of the Service Failure and ending on the day the
service has been restored.  If the entire Premises have not been
rendered untenantable by the Service Failure, the amount of abatement shall be
equitably prorated.

     

    9.           Tenant Improvements; Tenant
Alterations; Mechanic’s Liens.

     

    9.01       Any
improvements to be constructed in the Premises by Tenant prior to Tenant
initially commencing use of the Premises are referred to throughout this Lease
as “Tenant
Improvements.”  All Tenant Improvements will be performed in
accordance with the terms and conditions outlined in Exhibit B and also in
accordance with the provisions set forth in this Lease, including this Article 9
regarding Tenant Alterations.

     

    9.02       The
following provisions apply to “Tenant Alterations” which
means and includes (a) any alterations, additions or improvements to the
Premises undertaken by or on behalf of Tenant, (b) any utility installations at
the Premises undertaken by Tenant, and (c) any repair, restoration, replacement,
or maintenance work at the Premises undertaken by or on behalf of
Tenant.  Tenant shall not commence any Tenant Alteration without first
obtaining the prior written consent of Landlord in each
instance.  Tenant shall submit such information regarding the intended
Tenant Alteration as Landlord may reasonably require, and no request for consent
shall be deemed complete until such information is so delivered.  The
following provisions apply to all Tenant Alterations:  (i) Tenant
shall hire a licensed general contractor reasonably approved by Landlord who, in
turn, shall hire only licensed subcontractors; (ii) Tenant shall obtain all
required permits and deliver a copy of the same to Landlord.  Tenant
shall install all Tenant Alterations in strict compliance with all Laws,
permits, any plans approved by Landlord, and all conditions to Landlord’s
approval; (iii) subject to Section 9.04 below, unless Landlord elects otherwise,
Tenant shall remove such Tenant Alteration at the end of this Lease or Tenant’s
right of possession and restore the Premises to its prior condition, all at
Tenant’s sole expense; and (iv) Tenant shall deliver to Landlord, within ten
(10) days following installation of each Tenant Alteration, (A) accurate,
reproducible as-built plans, (B) proof of final inspection and approval by all
governmental authorities, (C) complete lien waivers acceptable to Landlord for
all costs of the Tenant Alteration, and (D) a copy of a recorded notice of
completion.  Landlord’s approval of any Tenant Improvements and Tenant
Alterations and/or Landlord’s approval or designation of any general contractor,
subcontractor, supplier or other project participant will not create any
liability whatsoever on the part of Landlord.


    
      
         


      

      
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    9.03       Tenant
shall pay all costs of Tenant Alterations as and when due.  Tenant
shall not allow any lien to be filed.  Tenant shall obtain advance
lien waivers and third-party beneficiary agreements from all contractors,
subcontractors, suppliers, and others providing equipment, labor, materials, or
services, in the form required by Landlord.  If any lien is filed,
Tenant shall within 5 days remove such lien.  In addition, if any such
lien is filed, then, without waiver of any other right or remedy, Landlord shall
have the right to cause such lien to be removed by any means allowed by
Law.  All sums expended by Landlord in connection with such lien
and/or its removal, including attorney fees, shall be immediately due from
Tenant to Landlord, together with interest at the rate of 12% or the highest per
annum rate of interest permitted from time to time under applicable Law
(whichever is less).

     

    9.04       All
Tenant Improvements and Tenant Alterations are part of the realty and belong to
Landlord.  Tenant shall be solely responsible for all taxes applicable
to any Tenant Alterations, to insure all Tenant Alterations and to restore the
same following any casualty.  Except as expressly provided
hereinafter, at the expiration or earlier termination of this Lease, Landlord
may require, upon written notice to Tenant, that Tenant remove all, or any part
of the Tenant Improvements and/or Tenant Alterations at its sole cost and
expense and repair any damage caused by such removal.  If Tenant fails
to perform its obligations in a timely manner, Landlord may perform such work at
Tenant’s expense.  Notwithstanding
anything to the contrary contained herein, so long as Tenant’s written request
for consent for a proposed Tenant Alteration contains a clear request by Tenant
that Landlord notify Tenant in writing whether or not Landlord will require such
alteration to be removed at the expiration or earlier termination of the Lease,
at the time Landlord gives its consent for any Tenant Alterations, if it so
does, Tenant shall also be notified in Landlord’s consent whether or not
Landlord will require that such Tenant Alterations be removed upon the
expiration or earlier termination of this Lease.  Notwithstanding
anything to the contrary contained in this Lease, at the expiration or earlier
termination of this Lease and otherwise in accordance with the terms and
conditions of this Lease, Tenant shall be required to remove all Tenant
Alterations made to the Premises except for any such Tenant Alterations which
Landlord expressly indicates or is deemed to have indicated shall not be
required to be removed from the Premises by Tenant.  If Tenant’s
written request strictly complies with the foregoing and if Landlord fails to so
notify Tenant at the time of Landlord’s consent whether Tenant shall be required
to remove the subject Tenant Alterations at the expiration or earlier
termination of this Lease, it shall be deemed that Landlord shall not require
the removal of the subject Tenant Alterations.  The provisions
of this Article 9 shall survive the expiration or any earlier termination of
this Lease.

     

    9.05       Tenant
shall have the right to make non-structural Alterations to the Premises without
obtaining Landlord's prior written consent, provided that (i) such Alterations
do not exceed Twenty-Five Thousand Dollars ($25,000) in cost in the aggregate in
any twelve (12) month period; (ii) Tenant provides Landlord with prior written
notice of its intention to make such Alterations together with the plans and
specifications for the same; (iii) except in the event of an emergency, Tenant
provides Landlord ten (10) business days to review Tenant's plan of Alteration;
(iv) any such Alteration to the Premises does not affect any of the structural
portions of the Building or adversely affect any of the base building systems in
the Building; (v) such Alterations are not visible from the Common Areas, (vi)
Tenant adheres to all applicable government regulations, including the Americans
with Disabilities Act, and obtains any necessary permits in making such
Alterations; (vii) such Alterations are designed
in conformance with the Building design criteria; (viii) such Alterations do not
reduce the value or utility of the Building, and (ix) all work is
performed in a good and workmanlike manner and shall otherwise comply with the
provisions of this Article 9.  Regardless of whether Landlord’s
consent is required for an Alteration, it shall be deemed reasonable for
Landlord: (x) to require Tenant to perform certain portions of such Alterations
during non-business hours if the same will create unreasonable noise, noxious
fumes or otherwise interfere with the quiet enjoyment of the other tenants in
the Building, and (y) to require Tenant to perform Alterations in accordance
with a reasonable schedule approved by the manager of the Building.

     

    10.         Repairs.

     

    10.01     Tenant
shall periodically inspect the Premises to identify any conditions that are
dangerous or in need of maintenance or repair.  Tenant shall promptly
provide Landlord with notice of any such conditions. Tenant shall, at its sole
cost and expense, perform all maintenance and repairs to the Premises that are
not Landlord’s express responsibility under this Lease, and keep the Premises in
good condition and repair, regardless of whether the need for such repairs or
maintenance occurs as a result of the use of Tenant or Tenant’s agents,
employees or invitees, reasonable wear and tear excepted. Tenant’s repair and
maintenance obligations include, without limitation, repairs to: (a) floor
coverings; (b) interior partitions; (c) doors (including, without limitation,
overhead and roll up doors); (d) the interior side of demising walls; (e)
electronic, fiber, phone and data cabling and related equipment that is
installed by or for the exclusive benefit of Tenant; (f) supplemental air
conditioning units, kitchens (including plumbing associated therewith located
within the Premises and hot water heaters) and similar facilities exclusively
serving the Premises; and (g) Tenant Improvements and Tenant
Alterations.  The standard for comparison of condition will be the
condition of the Premises as of the original date of Landlord’s delivery of the
Premises and failure to meet such standard shall create the need to
repair.  If Tenant does not perform required maintenance or repairs,
Landlord shall have the right, without waiver of Default or of any other right
or remedy, to perform such obligations of Tenant on Tenant’s behalf, and Tenant
will reimburse Landlord for any costs incurred, together with an administrative
charge in an amount equal to 10% of the cost of the repairs, immediately upon
demand

     

    10.02     Subject
to the provisions of Section 1.04, Section 10.01, Article 15 (Damage or
Destruction) and Article 19 (Condemnation), Landlord shall maintain in good
repair, reasonable wear and tear excepted, (a) the structural elements of the
Building; (b) the mechanical, electrical, plumbing and fire/life safety systems
serving the Building in general; (c) the Common Areas; (d) the roof of the
Building; (e) the exterior windows of the Building; and (f) the elevators
serving the Building, if any.  Any damage caused by or repairs
necessitated by any negligence or act of Tenant or any Tenant Entity may be
repaired by Landlord at Landlord’s option and Tenant’s
expense.  Landlord’s liability with respect to any defects, repairs,
or maintenance for which Landlord is responsible under any of the provisions of
this Lease shall be limited to the cost of such repairs or maintenance, and
there shall be no abatement of rent and no liability of Landlord by reason of
any injury to or interference with Tenant’s business arising from the making of
repairs, alterations or improvements in or to any portion of the Premises, the
Building or the Common Areas or to fixtures, appurtenances or equipment in the
Building or the Common Areas, except as provided in Article
15.  Tenant expressly waives the benefit of any statute or other legal
right now or hereafter in effect which would otherwise afford Tenant the right
to make repairs at Landlord’s expense, whether by deduction of rent or
otherwise, or to terminate this Lease because of Landlord’s failure to keep the
Property, or any part thereof in good order, condition and
repair.


    
      
         


      

      
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    11.         Insurance.

     

    11.01     Tenant
will not do or permit anything to be done within or about the Premises or the
Property which will increase the existing rate of any insurance on any portion
of the Property or cause the cancellation of any insurance policy covering any
portion of the Property (including, without limitation, any liability
coverage).  Tenant will, at its sole cost and expense, comply with any
requirements of any insurer of Landlord.  Tenant agrees to maintain
policies of insurance described in this Article.  Landlord reserves
the right, from time to time, to require additional coverage (including, flood
insurance, if the Premises is located in a flood hazard zone), and/or to require
higher amounts of coverage.  No insurance policy of Tenant shall have
a deductible greater than $10,000.00.  Tenant shall
maintain the following insurance (“Tenant’s
Insurance”):  (a) Commercial General Liability Insurance
applicable to the Premises and its appurtenances providing, on an occurrence
basis, a minimum of $1,000,000.00, and not less than $2,000,000.00 in the annual
aggregate, covering third-party bodily injury, property damage, personal injury
and advertising injury, product/completed operations as applicable, medical
expenses and contractual liability.  Defense costs will be in addition
to the limit of liability.  A combination of a General Liability
policy and an umbrella policy or excess liability policy may be used to satisfy
this limit; (b) Property/Business Interruption Insurance written on an All Risk
or Special Cause of Loss Form at replacement cost value and with a replacement
cost endorsement covering all of Tenant’s business and trade fixtures,
equipment, movable partitions, furniture, merchandise and other personal
property within the Premises, including for which Tenant has repair obligations
and any Tenant Improvements and Tenant Alterations performed by or for the
benefit of Tenant.  No coinsurance provision will apply; (c) Excess
Liability in the amount of $2,000,000.00; (d) Workers’ Compensation Insurance in
amounts not less than the amounts required by Law; (e) Employers Liability
Coverage of at least $1,000,000.00 per occurrence; (f) Automobile Liability
coverage of not less than $1,000,000.00 combined single limit including property
damage covering Tenant’s owned, and hired vehicles; and (g) If Tenant uses any
part of the Premises or Property to store or to perform work on vehicles, Tenant
shall maintain garage liability insurance in such form and amount as Landlord
may require from time to time, but not less than $2,000,000.00.  Any
company writing Tenant’s Insurance shall be licensed to do business in the state
in which the Premises is located and shall have an A.M. Best rating of not less
than A-VIII.  Tenant will deliver to Landlord (and, at Landlord’s
request, to any Mortgagee (as defined in Article 25 below) or to any other third
party), simultaneously with its execution of this Lease and thereafter at least
30 days prior to expiration, cancellation or change in insurance, certificates
acceptable to Landlord of insurance evidencing, at a minimum, the coverage
specified in this Section 11.01.  All such certificates shall be in
form and substance satisfactory to Landlord, shall affirmatively demonstrate all
coverage and requirements set forth in this Lease, shall contain no disclaimers
of coverage, and shall include a firm and unconditional obligation to give to
Landlord at least 30 days’ prior written notice prior to cancellation or change
in any coverage.  Tenant hereby assigns to Landlord all its rights to
receive any proceeds of such insurance policies attributable to any Tenant
Improvements and Tenant Alterations if this Lease is terminated due to damage or
destruction.  Landlord and the Landlord Related Parties shall be named
additional insureds on Tenant’s insurance policies (excluding Workers’
Compensation Insurance); provided, however, that with respect to property
insurance covering any Tenant Improvements and Tenant Alterations, Landlord and
the Landlord Related Parties shall be loss payee thereunder (and the foregoing
designations shall be evidenced on the insurance certificates delivered to
Landlord as required hereby).  All insurance to be carried by Tenant
will be primary to, and non-contributory with, Landlord’s insurance, and there
will be no exclusion for cross-liability endorsements and will in addition to
the above coverage specifically insure Landlord against any damage or loss that
may result either directly or indirectly from any default of Tenant under
Article 13 (Hazardous Materials) herein.  Any similar insurance
carried by Landlord will be non-contributory and considered excess insurance
only.

     

    11.02     Tenant
will name Landlord (and, at Landlord’s request, any Mortgagee (as defined in
Article 25 below) and Landlord’s agents as additional insureds on all insurance
policies required of Tenant under this Lease, other than Worker’s Compensation,
Employer’s Liability, and Fire and Extended coverage (except on Tenant
Improvements or Tenant Alterations to the Premises for which Landlord shall be
named loss payee) insuring Landlord and such other additional insureds
regardless of any defenses the insurer may have against Tenant and regardless of
whether the subject claim is also made against Tenant.  All insurance
policies carried by Tenant will permit the insured, prior to any loss, to agree
with a third party to waive any claim it might have against said third party
without invalidating the coverage under the insurance policy, and will release
Landlord and the Landlord Related Parties (as defined in Article 24 below), from
any claims for damage to any person, to the Property of which the Premises are a
part, any existing improvements, Tenant Improvements and Tenant Alterations to
the Premises, and to any furniture, fixtures, equipment, installations and any
other personal property of Tenant caused by or resulting from, risks which are
to be insured against by Tenant under this Lease, regardless of
cause.  The foregoing shall be evidenced in Tenant’s certificate of
insurance.

     

    11.03     Landlord
will secure and maintain insurance coverage in such limits as Landlord may deem
reasonable in its sole judgment to afford Landlord adequate protection,
including without limitation, a policy or policies of insurance covering loss or
damage to the Project in the amount of not less than the full replacement cost
thereof (less foundations and footings), as reasonably determined by Landlord
from time to time.  The terms and conditions of said policies and the
perils and risks covered thereby shall be reasonably determined by Landlord,
from time to time. The premiums for such coverage are “Insurance Premiums” under
Exhibit D to this
Lease.  Any proceeds of such insurance shall be the sole property of
Landlord to use as Landlord determines.  Tenant will provide, at its
own expense, all insurance as Tenant deems adequate to protect its
interests.

     

    11.04     Notwithstanding
anything to the contrary herein, Landlord and Tenant hereby waive and shall
cause their respective insurance carriers to waive any and all rights of
recovery, claims, actions or causes of action against the other for any loss or
damage with respect to Tenant’s personal property, fixtures and equipment, any
Tenant Improvements or Tenant Alterations, the Building, the Premises, or any
contents thereof, including rights, claims, actions and causes of action based
on negligence, which loss or damage is (or would have been, had the insurance
required by this Lease been carried) covered by insurance.  For the
purposes of this waiver, any deductible with respect to a party’s insurance
shall be deemed covered by and recoverable by such party under valid and
collectable policies of insurance.  For purposes of this Section
11.04, “Landlord” shall include the Landlord Related Parties.


    
      
         


      

      
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    11.05     Whenever
Tenant shall undertake any alterations, additions or improvements in, to or
about the Premises, including, without limitation, any Tenant Alterations
(“Work”) the aforesaid
insurance protection must extend to and include injuries to persons and damage
to property arising in connection with such Work, without limitation including
liability under any applicable structural work act, and the policies of or
certificates evidencing such insurance must be delivered to Landlord prior to
the commencement of any such Work.

     

    11.06     So
long as the coverage afforded Landlord, the other additional insureds and any
designees of Landlord shall not be reduced or otherwise adversely affected, all
or part of Tenant’s insurance may be carried under a blanket policy covering the
Premises and  any other of Tenant’s locations, or by means of a so called
“Umbrella” policy  and/ or by an Excess Liability policy  so
long as the total required coverage amounts are met by Tenant's cumulative
insurance coverage, be it by Tenant's insurance policy, Excess Liability
coverage and/or a combination thereof.  If any of the insurance
coverages which Tenant is obligated to carry pursuant to this Lease is under a
blanket insurance policy, then such blanket insurance policy shall expressly
afford coverage for the Premises and Landlord as required hereunder. Any
umbrella liability policy or excess liability policy shall provide that, if the
underlying aggregate is exhausted, the excess coverage will drop down as primary
insurance.

     

    12.         Waiver of Claims;
Indemnification.  Tenant waives all claims against Landlord and
the Landlord Related Parties for any damage to any property in or about the
Property, for any loss of business or income, and for injury to or death of any
persons, regardless of the cause of any such loss or event (including
negligence) or time of occurrence.  Except to the extent of the
negligence or willful misconduct of Landlord or any Landlord Related Parties, or
Landlord’s breach of this Lease, Tenant will indemnify, protect, defend and hold
harmless Landlord and the Landlord Related Parties from and against all claims,
losses, damages, causes of action, costs, expenses and liabilities, including
legal fees, arising out of any default by Tenant, and/or any negligent act or
omission or willful misconduct (including violations of Law) of Tenant or its
agents, contractors, employees, suppliers, licensees or invitees, successors or
assigns (each a “Tenant
Entity” and collectively, the “Tenant
Entities”).  The provisions of this Article 12 shall survive
the expiration or earlier termination of this Lease.

     

    13.         Hazardous
Materials.

     

    13.01     “Hazardous Materials” will mean
any substance commonly referred to, or defined in any Law, as a hazardous
material or hazardous substance (or other similar term), including but not be
limited to, chemicals, solvents, petroleum products, flammable materials,
explosives, asbestos, urea formaldehyde, PCB’s, chlorofluorocarbons, freon or
radioactive materials.  Tenant will not cause or permit any Hazardous
Materials to be brought upon, kept, stored, discharged, released or used in,
under or about any portion of the Property by Tenant, or its agents without the
prior written consent of Landlord, which consent may be withheld or conditioned
in Landlord’s sole discretion; provided, Tenant may bring into the Premises
small amounts of Hazardous Materials (such as cleaning products and copy toner)
which are readily available to Tenant by unregulated retail purchase if the same
are necessary in Tenant’s normal business operations.  If Tenant or
any Tenant Entity brings any Hazardous Materials to the Premises or Property,
with or without the prior written consent of Landlord (without waiver of the
requirement of prior written consent), and in executing this Lease Tenant
acknowledges and agrees that by its direct or indirect involvement in the
introduction of any Hazardous Materials to the Premises or Property, with or
without the consent of the Landlord, that Tenant accepts full and complete
responsibility for such Hazardous Materials and henceforth on will be considered
the Responsible Party as defined by any applicable governmental authority and/or
Law. Further, Tenant shall: (a) use such Hazardous Material only as is
reasonably necessary to Tenant’s business, in small, properly labeled
quantities; (b) handle, use, keep, store, and dispose of such Hazardous Material
using the highest accepted industry standards and in compliance with all
applicable Laws; (c) maintain at all times with Landlord a copy of the most
current MSDS sheet for each such Hazardous Material; and (d) comply with such
other rules and requirements Landlord may from time to time impose, or with any
definition of Hazardous Waste or Law as it may be implemented or modified during
or after the term of this Lease.  Upon expiration or earlier
termination of this Lease, Tenant will, at Tenant’s sole cost and expense, cause
all Hazardous Materials brought to the Premises or the Property by Tenant or any
Tenant Entity, to be removed from the Property in compliance with any and all
applicable Laws.

     

    13.02     If
Tenant or any Tenant Entity violates the provisions of this Article 13, or
perform any act or omission which contaminates or expands the scope of
contamination of the Premises, the Property, or any part thereof, the underlying
groundwater, or any property adjacent to the Property, or violates or allegedly
violates any applicable Law, then Tenant will promptly, at Tenant’s expense,
take all investigatory and/or remedial action (collectively called “Remediation”), as directed or
required by any governmental authority that is necessary to fully clean up,
remove and dispose of such Hazardous Materials and any contamination so caused
and shall do so in compliance with any applicable Laws.  Tenant will
also repair any damage to the Premises and any other affected portion(s) of the
Property caused by such contamination and Remediation.

     

    13.03     Tenant
shall immediately provide to Landlord written notice of any investigation or
claim arising out of the use by Tenant or any Tenant Entity of Hazardous
Materials at the Property or the violation of any provision of this Article 13,
or alleged violation of any Law and shall keep Landlord fully advised regarding
the same.  Tenant shall provide to Landlord all reports regarding the
use of Hazardous Materials by Tenant or any Tenant Entity at the Property and
any incidents regarding the same, regardless of whether any such documentation
is considered by Tenant to be confidential.  Landlord retains the
right to participate in any Remediation and/or legal actions affecting the
Property involving Hazardous Materials arising from Tenant’s actual or alleged
violation of any provision of this Article 13 or Law.

     

    13.04     Tenant
will indemnify, protect, defend and forever hold Landlord, its lenders and
ground lessor if any, the Landlord Related Parties, the Premises, the Property,
or any portion thereof, harmless from any and all damages, causes of action,
fines, losses, liabilities, judgments, penalties, claims, and other costs,
including, but not limited to, any Landlord Related Parties’ costs incurred
during its participation in any Remediation and/or legal actions as specified in
13.03, arising out of any failure of Tenant or Tenant Entity to observe any
covenants of this Article 13.  All provisions of this Article 13 shall
survive the expiration of this Lease and any termination of this Lease or of
Tenant’s right of possession.  Tenant shall have no liability arising
from the existence or disposal of Hazardous Material brought into the Project by
anyone other than Tenant, its employees, agents, contractors, assignees,
subtenants, licensees or any other party claiming by, through or under
Tenant.


    
      
         


      

      
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    14.         Landlord’s
Access.  Landlord, its agents, contractors, consultants and
employees, will have the right to enter the Premises at any time without notice
in the case of an emergency, and otherwise at reasonable times and upon
reasonable prior notice to examine the Premises, perform work in or clean the
Premises, inspect any Tenant Alterations and/or any Tenant Improvements, show
the Premises, exercise any right or remedy, or for any other
purpose.  If reasonably necessary, Landlord may temporarily close all
or a portion of the Premises to perform repairs, alterations and additions and
Tenant shall not have any right to terminate this Lease or abate rent or assert
a claim of partial or constructive eviction because of any such
closure.  For each of these purposes, Landlord will at all times have
and retain any necessary keys.  Tenant will not alter any lock or
install new or additional locks or bolts on any door in or about the Premises
without obtaining Landlord’s prior written approval and will, in each event,
furnish Landlord with a new key.  Access by Landlord will not give
Tenant the right to terminate this Lease, and will be without abatement of rent
or liability on the part of Landlord or any Landlord Related
Parties.

     

    15.         Damage or
Destruction.

     

    15.01     If
the Premises is damaged or destroyed by fire or other casualty, Tenant will
immediately give written notice to Landlord of the casualty.  Landlord
will have the right to terminate this Lease following a casualty if any of the
following occur:  (a) insurance proceeds actually paid to Landlord and
available for use are not sufficient to pay the full cost to fully repair the
damage; (b) Landlord determines that the Premises or the Building cannot be
fully repaired within 180 days from the date restoration commences; (c) the
Premises are damaged or destroyed within the last 12 months of the Term; (d)
Tenant is in default of this Lease beyond applicable notice and cure periods at
the time of the casualty; (e) Landlord would be required under this Lease to
abate or reduce Tenant’s rent for a period in excess of 6 months if the repairs
were undertaken; or (f) the Property, or the Building in which the Premises
is located, is damaged such that the cost of repair of the same would exceed 10%
of the replacement cost of the same.  If Landlord elects to terminate
this Lease, Landlord will be entitled to retain all applicable Tenant insurance
proceeds attributable to Tenant Improvements and Tenant Alterations and Tenant
shall assign or endorse over to Landlord (or to any party designated by
Landlord) all such property insurance proceeds payable to Tenant under Tenant's
insurance, excepting those attributable to Tenant’s furniture, fixtures,
equipment, and any other personal property.

     

    15.02     If
this Lease is not terminated pursuant to Section 15.01, Landlord will repair the
Premises and this Lease shall continue.  The repair obligation of
Landlord shall be limited to repair of the Premises excluding any Tenant
Improvements, Tenant Alterations, and any personal property and trade fixtures
of Tenant.  During the period of repair, rent will be abated or
reduced in proportion to the degree to which Tenant’s use of the Premises is
impaired, as determined by Landlord, not to exceed the total amount of rent loss
insurance proceeds, directly attributable to Tenant’s Premises, Landlord has
received.  However, rent will not be abated if Tenant or any of its
agents is the cause of the casualty.

     

    15.03     In
addition to Landlord's right to terminate as provided herein, Tenant shall have
the right to terminate this Lease if:  (a) a substantial portion
of the Premises has been damaged by fire or other casualty and such damage (i)
cannot reasonably be substantially repaired (as reasonably determined by
Landlord within sixty (60) days after the date of the casualty) within 180 days
after the date of the damage or (ii) has not been substantially repaired within
180 days after the date of the damage (subject to delays caused by Force Majeure
not to exceed an additional 30 days beyond the original 180 days); or
(b) there is less than 1 year of the Term remaining on the date of such
casualty.  Notwithstanding the foregoing, Tenant shall not have the
right to terminate the Lease (i) if the casualty was caused by the willful
misconduct of Tenant or its agents, employees or contractors; and (ii) unless
Tenant provides Landlord with thirty (30) days prior written notice of its
intent to terminate but in any event prior to the date on which Landlord
delivers the Premises restored to Tenant.

     

    16.         Assignment and
Subletting.

     

    16.01     Tenant
will not, voluntarily or by operation of law, assign, sell, convey, sublet or
otherwise transfer all or any part of Tenant’s right or interest in this Lease,
or allow any other person or entity to occupy or use all or any part of the
Premises (collectively called “Transfer”) without first
obtaining the written consent of Landlord, which consent shall not be
unreasonably withheld.  Any Transfer without the prior written consent
of Landlord shall be void.  In no event shall Tenant mortgage,
encumber, pledge or assign for security purposes all or any part of its interest
in this Lease. Without limiting the generality of the definition of “Transfer,”
it is agreed that each of the following shall be deemed a “Transfer” for
purposes of this Article 16: (a) an entity other than Tenant becoming the tenant
hereunder by merger, consolidation, or other reorganization; and (b) a
transfer of any ownership interest in Tenant (unless Tenant is an entity whose
stock is publicly traded).     Regardless of whether
consent by Landlord is granted in connection with any Transfer, no Transfer
shall release Tenant from any obligation or liability hereunder; Tenant shall
remain primarily liable to pay all rent and other sums due hereunder to Landlord
and to perform all other obligations hereunder.  Similarly, no
Transfer, with or without the consent of Landlord, shall release any guarantor
from its obligations under its guaranty.  Upon any assignment or
sublease, any rights, options or opportunities granted to Tenant hereunder to
extend or renew the Term, to shorten the Term, or to lease additional space
shall be null and void.

     

    16.02     In
the event Landlord consents to a Transfer, the Transfer will not be effective
until Landlord receives a fully executed agreement regarding the Transfer, in a
form and of substance acceptable to Landlord, any documents or information
required by such agreement (including any estoppel certificate and any
subordination agreement required by any lender of Landlord), an amount equal to
all attorneys’ fees incurred by Landlord (regardless of whether such consent is
granted and regardless of whether the Transfer is consummated) and other
reasonable expenses of Landlord incurred in connection with the Transfer, and a
Transfer fee in an amount determined by Landlord (a minimum fee of $250.00,
maximum fee of $1,500.00).

     

    16.03     Fifty
percent (50%) of any consideration paid to Tenant for assignment of this Lease,
less any reasonable brokerage commission, attorneys fees or tenant improvement
costs paid by Tenant with respect to such assignment, shall be immediately paid
to Landlord.  In the event of a sublease of all or a portion of the
Premises, fifty percent (50%) of all rents payable by the subtenant in excess of
rents payable hereunder (allocated on a per square foot basis in the event of a
partial sublease) shall be immediately due and payable to Landlord; provided,
excess rental shall be calculated taking into account straight-line
amortization, without interest, of any reasonable brokerage commission,
attorneys fees or tenant improvement costs paid by Tenant in connection with the
subject sublease transaction.


    
      
         


      

      
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    16.04     Landlord
may, within 30 days after submission of Tenant’s written request for Landlord’s
consent to a Transfer of substantially all of the Premises for substantially all
of the remaining Term, terminate this Lease (or, as to a partial subletting,
terminate this Lease as to the portion of the Premises proposed to be sublet) as
of the date the proposed Transfer was to be effective. If Landlord terminates
this Lease as to only a portion of the Premises, then (a) this Lease shall
cease as to such portion of the Premises, (b) Tenant shall pay to Landlord
all Base Rent and other amounts accrued through the termination date relating to
the portion of the Premises covered by the proposed Transfer, and
(c) Tenant shall execute, upon request of Landlord, an amendment hereto
setting forth matters related to such partial termination.  Landlord
may physically separate the recaptured portion of the Premises and lease such
portion of the Premises to the prospective transferee (or to any other person)
without liability to Tenant.

     

    16.05     Upon
the occurrence of a Default, if the Premises or any portion thereof are sublet,
Landlord may, at its option and in addition and without prejudice to any other
remedies herein provided or provided by Law, collect directly from the
sublessee(s) all rentals becoming due Tenant and apply such rentals against
other sums due hereunder to Landlord.

     

    16.06     A
Transfer to an Affiliate (defined below) in accordance with the following
provisions of this Article 16 shall constitute a “Permitted Transfer”
hereunder.  An “Affiliate” means any entity
that (i) controls, is controlled by, or is under common control with Tenant,
(ii) results from the transfer of all or substantially all of Tenant’s
assets or stock, or (iii) results from the merger or consolidation of
Tenant with or into another entity.  “Control” means the direct or
indirect ownership of more than 50% of the voting securities of an entity or
possession of the right to vote more than 50% of the voting interest in the
ordinary direction of the entity’s affairs.  Notwithstanding anything
to the contrary contained in this Lease, Landlord’s consent is not required for
any assignment of this Lease or sublease of all or a portion of the Premises to
an Affiliate so long as the following conditions are met:  (A) at
least 15 days before any such assignment or sublease, Landlord receives written
notice of such assignment or sublease (as well as any documents or information
reasonably requested by Landlord regarding the proposed Transfer and the
transferee); (B) Tenant is not in default under this Lease beyond any
applicable notice and cure period; (C) if the Transfer is an assignment or
any other Transfer to an Affiliate other than a sublease, the intended assignee
assumes in writing all of Tenant’s obligations under this Lease relating to the
Premises in form reasonably satisfactory to Landlord or, if the Transfer is a
sublease, the intended sublessee accepts the sublease in form reasonably
satisfactory to Landlord; (D) the intended transferee has a tangible net
worth, as evidenced by financial statements delivered to Landlord and certified
by an independent certified public accountant in accordance with generally
accepted accounting principles that are consistently applied, at least equal to
Tenant’s net worth as of the day prior to the proposed Transfer; (E) the
Premises shall continue to be operated solely for the Permitted Use; and
(F) Tenant shall pay to Landlord the fee set forth above for approving
assignments and subleases.  No Transfer to an Affiliate in accordance
with this subparagraph shall relieve the Tenant named herein of any obligation
under this Lease or alter the primary liability of Tenant named herein for the
payment of rent or for the performance of any other obligation to be performed
by Tenant, including the obligations of any guarantor.

     

    17.         Default.

     

    Time is
of the essence in the performance of all covenants of Tenant.  A
“Default” is defined as
a failure by the Tenant to comply with or perform any of the terms, covenants,
conditions or Rules and Regulations under this Lease, including, without
limitation, the following:

     

    17.01     Tenant
fails to make, as and when due, any payment of Base Rent, Additional Rent, or
any other monetary payment required to be made by Tenant herein, where such failure shall continue for a period of 5
days after written notice thereof from Landlord to Tenant, as to which time is
of the essence, provided that Landlord shall not be required to provide such
notice more than once during the 12 month period commencing with the date of
such notice.  The second failure to pay any such amount within 5 days
after said payment is due during such 12-month period shall be a Default
hereunder without notice.

     

    17.02     Landlord
discovers that any representation or warranty made by Tenant or any guarantor
was known to  be materially false when made or that any financial
statement of Tenant or of any guarantor of this Lease given to Landlord was
materially false.

     

    17.03     Tenant
makes any general arrangement or assignment for the benefit of creditors,
becomes a “debtor” in a bankruptcy proceeding, is unable to pay its debts or
obligations as they occur, or has an attachment, execution or other seizure of
substantially all of its assets located at the Property or its interest in this
Lease, or any guarantor becomes insolvent, becomes a “debtor” in a bankruptcy
proceeding, fails to perform any obligation under its guaranty, or attempts to
revoke its guaranty.

     

    17.04     Tenant
fails to observe, perform or comply with any of the non-monetary terms,
covenants, conditions, provisions or rules and regulations applicable to Tenant
under this Lease other than as specified above in this Article 17;
provided, if such failure is not the type of failure as to which Landlord shall
have previously given Tenant written notice; then such failure shall not be a
“Default” unless Tenant does not cure such failure within 20 days following
written notice of such failure from Landlord.  Notwithstanding the
foregoing, if Tenant’s failure to comply cannot reasonably be cured within 20
days, Tenant shall be allowed additional time (not to exceed 90 days) as is
reasonably necessary to cure the failure so long as Tenant begins the cure
within 20 days of Landlord’s written notice and diligently pursues the cure to
completion.  The foregoing Tenant cure period shall in no event
apply to any of the following: Tenant’s (i) failure to provide an estoppel
certificate when and as required under Section 20 of this Lease;
(ii) failure to maintain insurance required under Article 11 of the
Lease; (iii) failure to vacate the Premises upon the expiration or earlier
termination of the Lease; (iv) failure to comply with any obligation under
the Lease pertaining to Hazardous Materials; (v) failure to provide a
subordination agreement when and as required under Section 25 of this Lease;
(vi) any other matter provided for in another subparagraph of
this Article 17 for which another time limit is provided elsewhere in the
Lease.


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    18.         Remedies of
Landlord.

     

    18.01     If
Tenant fails to perform any duty or obligation of Tenant under this Lease,
Landlord may at its option, without waiver of Default nor any other right or
remedy, perform any such duty or obligation on Tenant’s behalf.  The
costs and expenses of any such performance by Landlord will be immediately due
and payable by Tenant upon receipt from Landlord of the reimbursement amount
required.

     

    18.02     Upon
a Default, with or without notice or demand, and without limiting any other of
Landlord’s rights or remedies, Landlord may:

     

    
      	
               
      

            	
              (a)

            	
              Terminate
      this Lease, in which case Tenant shall immediately surrender the Premises
      to Landlord.  If Tenant fails to surrender the Premises,
      Landlord, in compliance with Law, may enter upon and take possession of
      the Premises and remove Tenant, Tenant’s Property and any party occupying
      the Premises. Tenant shall pay Landlord, on demand, all past due Rent and
      other losses and damages Landlord suffers as a result of Tenant’s Default,
      including, without limitation, all Costs of Reletting (defined below) and
      any deficiency that may arise from reletting or the failure to relet the
      Premises.  “Costs of Reletting” shall include all reasonable
      costs and expenses incurred by Landlord in reletting or attempting to
      relet the Premises, including, without limitation, legal fees, brokerage
      commissions, the cost of alterations and the value of other concessions or
      allowances granted to a new tenant.  Any Costs of Reletting
      chargeable to Tenant pursuant to the terms of this Lease shall exclude the
      unamortized portion of the costs attributable to the portion of the new
      tenant’s term exceeding the Term
hereof.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Terminate
      Tenant’s right to possession of the Premises and, in compliance with Law,
      remove Tenant, Tenant’s Property and any parties occupying the
      Premises.  Landlord may (but shall not be obligated to) relet
      all or any part of the Premises, without notice to Tenant, for such period
      of time and on such terms and conditions (which may include concessions,
      free rent and work allowances) as Landlord in its absolute discretion
      shall determine.  Landlord may collect and receive all rents and
      other income from the reletting.  Tenant shall pay Landlord on
      demand all past due Rent, all Costs of Reletting and any deficiency
      arising from the reletting or failure to relet the Premises. The re-entry
      or taking of possession of the Premises shall not be construed as an
      election by Landlord to terminate this
Lease.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Pursue
      any other remedy now or hereafter available to Landlord under the laws or
      judicial decisions of the state wherein the Premises is
      located.

            


    

     

    18.03     In
lieu of calculating damages under Section 18.02, Landlord may elect to receive
as damages the sum of (a) all rent accrued through the date of termination of
this Lease or Tenant’s right to possession, and (b) an amount equal to the total
rent that Tenant would have been required to pay for the remainder of the Term
discounted to present value at the Prime Rate (defined below) then in effect,
minus the then present fair rental value of the Premises for the remainder of
the Term, similarly discounted, after deducting all anticipated Costs of
Reletting.  “Prime Rate” shall be the per annum interest rate publicly
announced as its prime or base rate by a federally insured bank selected by
Landlord in the state in which the Building is located.

     

    18.04     If
Tenant is in Default of any of its non-monetary obligations under this Lease,
Landlord shall have the right to perform such obligations.  Tenant
shall reimburse Landlord for the cost of such performance upon demand together
with an administrative charge equal to 5% of the cost of the work performed by
Landlord.  The repossession or re-entering of all or any part of the
Premises shall not relieve Tenant of its liabilities and obligations under this
Lease.  No right or remedy conferred upon or reserved to Landlord in
this Lease is intended to be exclusive of any right or remedy granted to
Landlord by statute or common law, and each and every such right and remedy will
be cumulative and in addition to any other right and remedy now or subsequently
available to Landlord at Law or in equity.

     

    18.05     Landlord
shall be under no obligation to relet the Premises but shall use commercially
reasonable efforts to do so.  The phrase “reasonable efforts” as it
relates to Landlord’s duty to attempt to relet the Premises, shall require
Landlord to do only the following:  (i) notify Landlord’s leasing
agent in writing of the availability of the Premises for reletting, (ii) post
Landlord’s leasing contact telephone number in the Project management office,
(iii) show the Premises to any prospective tenant who requests to see the
Premises and to any prospective tenant specifically referred to Landlord by
Tenant, and (iv) show the “vacant” status of the Premises in posters and
information brochures used at leasing trade meetings and
conventions.  Landlord shall not be required to relet the Premises
before reletting any space in the Project not producing any income to Landlord
and Landlord shall be entitled to consider tenant quality, tenant-mix, and the
nature of the Project and office center in making any leasing
decision.  If Landlord shall substantially perform the foregoing then,
anything in this Lease, or any statute or common law rule to the contrary
notwithstanding, Landlord shall be deemed to have met its duty to mitigate its
damages hereunder.

     

    19.         Condemnation.  If
the Premises or any portion thereof are taken under the power of eminent domain
or sold under the threat of the exercise of said power (collectively, “Condemnation”), this Lease
shall terminate as to the part taken as of the date the condemning authority
takes title or possession, whichever first occurs.  If all or a
material portion of the rentable area of the Premises are taken by Condemnation,
Tenant may, at Tenant’s option, to be exercised in writing within 10 business
days after Landlord shall have given Tenant written notice of such taking (or in
the absence of such notice, within 10 business days after the condemning
authority shall have taken possession) terminate this Lease as of the date the
condemning authority takes such possession.  Landlord shall also have
the right to terminate this Lease if there is a taking by Condemnation of any
portion of the Building or Property which would have a material adverse effect
on Landlord’s ability to profitably operate the remainder of the
Building.  If neither party terminates this Lease in accordance with
the foregoing, this Lease shall remain in full force and effect as to the
portion of the Premises remaining, except that the Base Rent shall be reduced in
proportion to the reduction in utility of the Premises caused by such
Condemnation.  Condemnation awards and/or payments shall be the
property of Landlord, whether such award shall be made as compensation for
diminution in value of the leasehold, the value of the part taken or for
severance damages.


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    20.         Estoppel Certificates; Financial
Statements.

     

    20.01         Tenant
will execute and deliver to Landlord, within 10 days after written request from
Landlord, a commercially reasonable estoppel certificate to those parties as are
reasonably requested by Landlord (including a Mortgagee or prospective
purchaser). Without limitation, such estoppel certificate may include a
certification as to the status of this Lease, the existence of any default and
the amount of rent that is due and payable. Any such estoppel certificate may be
relied upon by Landlord and by any actual or prospective buyer or lender of the
Property and any other third party designated by Landlord.  If Tenant
fails to execute and deliver such estoppel certificate within such 10 day
period, such estoppel certificate shall be binding on Tenant as
prepared.

     

    20.02         Within
10 days after written request from Landlord but not more than once per year,
Tenant shall deliver to Landlord such financial statements as Landlord
reasonably requests regarding Tenant or any assignee, subtenant, or guarantor of
Tenant.  Tenant represents and warrants to Landlord that each
financial statement is a true and accurate statement.  For the
avoidance of doubt, periodic reports on Form 10-K or Form 10-Q, as applicable,
filed with the Securities and Exchange Commission by Tenant’s parent
corporation, shall satisfy this “financial statements” requirement.

     

    21.         Notices.  All
communications and notices required under this Lease shall be in writing and
shall be addressed to the respective address of the receiving
party.  All notices to Tenant shall be given by reputable overnight
courier, U. S. mail (return receipt required, postage prepaid), or hand
delivery, and shall be deemed received on the date of delivery (or attempted
delivery) as evidenced by return receipt.  Any notice to Tenant may
also be given by posting at the Premises and shall be effective upon such
posting.  At any time during the Term, Landlord or Tenant may specify
a different Notice Address (excluding post office boxes) by providing written
notification to the other.

     

    22.         Holdover.  If Tenant
remains in possession of all or any part of the Premises with Landlord’s prior
written consent after the expiration or termination of this Lease or of Tenant’s
right to possession, such possession will constitute a month-to-month tenancy
which may be terminated by either Landlord or Tenant upon 30 days written notice
and will not constitute a renewal or extension of the Term.  If Tenant
fails to surrender all or any part of the Premises at the termination of this
Lease, occupancy of the Premises after termination shall be that of a tenancy at
sufferance.  Tenant’s occupancy shall be subject to all the terms and
provisions of this Lease, and Tenant shall pay an amount equal to 150% on a per
diem basis of the sum of the greater of (a) Base Rent and Additional Rent due
for the period immediately preceding the holdover, and (b) then-current fair
market rent for the Premises as reasonably determined by Landlord.  No
holdover by Tenant or payment by Tenant after the termination of this Lease
shall be construed to extend the Term or prevent Landlord from immediate
recovery of possession of the Premises by summary proceedings or otherwise. If
Landlord is unable to deliver possession of the Premises to a new tenant or to
perform improvements for a new tenant as a result of Tenant’s holdover, Tenant
shall be liable for all damages (including, without limitation, consequential,
indirect and special) that Landlord suffers from the holdover.

     

    23.         Relocation of the
Premises.  Intentionally omitted.

     

    24.         Limitation of
Liability.  NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED
IN THIS LEASE, THE LIABILITY OF LANDLORD (AND OF ANY SUCCESSOR LANDLORD) SHALL
BE LIMITED TO THE GREATER OF (A) THE INTEREST OF LANDLORD IN THE BUILDING
(INCLUDING RENTS, SALES OR INSURANCE PROCEEDS ATTRIBUTABLE TO THE BUILDING), OR
(B) THE EQUITY INTEREST LANDLORD WOULD HAVE IN THE BUILDING IF THE BUILDING
WERE ENCUMBERED BY THIRD PARTY DEBT IN AN AMOUNT EQUAL TO 80% OF THE VALUE OF
THE BUILDING (CALCULATIONS OF EQUITY SHALL BE MADE AS OF THE INITIAL DATE TENANT
NOTIFIES LANDLORD OF THE ACTUAL OR ALLEGED DEFAULT OR OTHER
CLAIM).  TENANT SHALL LOOK SOLELY TO LANDLORD’S INTEREST IN THE
BUILDING FOR THE RECOVERY OF ANY JUDGMENT OR AWARD AGAINST LANDLORD OR ANY OF
LANDLORD’S TRUSTEES, MEMBERS, PRINCIPALS, BENEFICIARIES, PARTNERS, OFFICERS,
DIRECTORS, EMPLOYEES, MORTGAGEES (AS DEFINED IN ARTICLE 26 BELOW) OR OTHER
SECURED PARTIES AND AGENTS (EACH A “LANDLORD RELATED PARTY”).
NEITHER LANDLORD NOR ANY LANDLORD RELATED PARTY SHALL BE PERSONALLY LIABLE FOR
ANY JUDGMENT OR DEFICIENCY, AND IN NO EVENT SHALL LANDLORD OR ANY LANDLORD
RELATED PARTY BE LIABLE TO TENANT FOR ANY LOST PROFIT, DAMAGE TO OR LOSS OF
BUSINESS OR ANY FORM OF SPECIAL, INDIRECT OR CONSEQUENTIAL
DAMAGE.  BEFORE FILING SUIT FOR AN ALLEGED DEFAULT BY LANDLORD, TENANT
SHALL GIVE LANDLORD AND ANY MORTGAGEE(S) WHOM TENANT HAS BEEN NOTIFIED HOLD
MORTGAGES OR OTHER ENCUMBRANCES ON THE BUILDING, NOTICE AND REASONABLE TIME TO
CURE THE ALLEGED DEFAULT.

     

    25.         Subordination.  Tenant
accepts this Lease subject and subordinate to any mortgage(s), deed(s) of trust,
ground lease(s) or other lien(s) now or subsequently arising upon the Premises,
the Building or the Property, and to renewals, modifications, refinancings and
extensions thereof (collectively referred to as a “Mortgage”). The party having
the benefit of a Mortgage shall be referred to as a “Mortgagee”.  This
clause shall be self-operative, but upon request from a Mortgagee, Tenant shall,
within ten (10) days of request therefor, execute a commercially reasonable
subordination agreement in favor of the Mortgagee. As an alternative, a
Mortgagee shall have the right at any time to subordinate its Mortgage to this
Lease.  Upon request, Tenant, without charge, shall attorn to any
successor to Landlord’s interest in this Lease.  At no cost to
Landlord (other than nominal administrative costs), Landlord shall use
commercially reasonable efforts to obtain on Tenant’s behalf a non-disturbance
agreement from any existing or future Mortgagee of the Project on such
Mortgagee’s standard form for the benefit of Tenant.

     

    26.         Force
Majeure.  Landlord will not be deemed in breach or default of
this Lease or have liability to Tenant, nor will Tenant have any right to
terminate this Lease or abate rent or assert a claim of breach of any covenant
of quiet enjoyment or partial or constructive eviction, because of Landlord’s
failure to perform any of its obligations under this Lease if the failure is due
in part or in full to strikes, acts of God, shortages of labor or materials,
war, terrorist acts, civil disturbances and other causes beyond Landlord’s
reasonable control (“Force
Majeure”).  If this Lease specifies a time period for
performance of an obligation by Landlord, that time period will be extended by
the period of any delay in Landlord’s performance caused by such Force Majeure
events as described herein.  Notwithstanding the foregoing, Force
Majeure shall not affect Tenant’s right to terminate this Lease as set forth in
Sections 1.02 or 15.01.

     

    27.         Miscellaneous
Provisions.

     

    27.01     Whenever
the context of this Lease requires, the word “person” shall include any entity,
and the singular shall include the plural and the plural shall include the
singular.  If more than one person or entity is Tenant, the
obligations of each such person or entity under this Lease will be joint and
several.  The terms, conditions and provisions of this Lease will
apply to and bind the heirs, successors, executors, administrators and assigns
of Landlord and Tenant.  No remedy or election hereunder shall be
deemed exclusive but shall, whenever possible, be cumulative with all other
remedies at law or in equity.  Time is of the essence for the
performance of each term, condition and covenant of this Lease.


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    27.02     The
captions and headings of this Lease are used for the purpose of convenience
only.  This Lease contains all of the agreements and conditions made
between Landlord and Tenant and may not be modified in any manner other than by
a written agreement signed by both Landlord and Tenant.  Any
statements, promises, agreements, warranties or representations, whether oral or
written, not expressly contained herein will in no way bind Landlord and Tenant
expressly waives all claims for damages by reason of any statements, promises,
agreements, warranties or representations, if any, not contained in this
Lease.  No provision of this Lease shall be deemed to have been waived
by Landlord unless such waiver is in writing signed by a regional vice president
or higher title of Landlord or of Landlord’s management company, and no custom
or practice which may develop between the parties during the Term shall waive or
diminish the Landlord’s right to enforce strict performance by Tenant of any
terms of this Lease.  Additionally, regardless of Landlord’s knowledge
of a default at the time of such acceptance, the acceptance of rent or any other
payment by Landlord will not constitute a waiver by Landlord of any default by
Tenant.  This Lease is governed and construed in accordance with the
laws of the state in which the Premises are located, and venue of any legal
action will be in the county where the Premises are located.

     

    27.03     This
Lease has been fully reviewed by both parties and shall not be strictly or
adversely construed against the drafter.  If any provision contained
herein is determined to be invalid, illegal or unenforceable in any respect,
then (a) such provision shall be enforced to the fullest extent allowed, and (b)
such invalidity, illegality, or unenforceability will not affect any other
provision of this Lease.

     

    27.04     Except
as required under Articles 20 and/or 25 of this Lease, Tenant hereby agrees not
to disclose any terms of this Lease without the prior written consent of
Landlord; provided that Tenant may disclose any and all terms of this Lease to
its financial, legal, and risk management advisors, in connection with a
sublease or assignment of this Lease, a merger, acquisition or purchase of a
substantial portion of Tenant’s assets, or as may be required by law or a court
of competent jurisdiction.  Tenant shall not record this Lease or any
short form memorandum hereof.

     

    27.05     All
obligations of Tenant under this Lease not fully performed as of the expiration
or earlier termination of the Term shall survive the expiration or earlier
termination of this Lease.

     

    27.06     Landlord
and Tenant each warrant to the other that it has not dealt with any broker or
agent in connection with this Lease, other than the person(s) listed in the
Basic Lease Information.  Landlord and Tenant each agree to indemnify
the other against all costs, expenses, legal fees and other liability for
commissions or other compensation claimed by any other broker or agent by reason
of the act or agreement of the indemnifying party.  The provisions of
this Section 27.06 shall survive the expiration or earlier termination of this
Lease.

     

    27.07     The
grant of any consent or approval required from Landlord under this Lease shall
be proved only by proof of a written document signed and delivered by Landlord
expressly setting forth such consent or approval.  Unless otherwise
specified herein, any such consent or approval may be withheld in Landlord’s
sole discretion.

     

    27.08     Tenant
agrees to abide by, keep and observe, and shall cause its employees, suppliers,
shippers, customers, agents, contractors and invitees to so abide by, keep and
observe, all Rules and Regulations set forth in Exhibit C (the “Rules and Regulations”) and
all additions and amendments to the same of which Landlord provides written
notice to Tenant. Landlord will not be responsible to Tenant for any
nonperformance by any other tenant, occupant or invitee of the Property of any
said Rules and Regulations.

     

    27.09     Tenant
will not place any signage on or about the Property, or on any part thereof,
without the prior written consent of Landlord which Landlord may withhold or
condition in its sole discretion.  All Tenant signage will comply with
the terms and conditions of this Lease, the all applicable Laws, and sign
criteria for the Building as promulgated by Landlord from time to time and the
Rules and Regulations and/or other criteria which Landlord may establish from
time to time.

     

    27.10     If,
on account of any breach or default by Tenant in Tenant’s obligations under the
terms and conditions of this Lease, it shall become necessary or appropriate for
Landlord to employ or consult with an attorney or collection agency concerning
or to enforce or defend any of Landlord’s rights or remedies arising under this
Lease or to collect any sums due from Tenant, Tenant agrees to pay all costs and
fees so incurred by Landlord, including, without limitation, reasonable
attorneys’ fees and costs.  If either party institutes a suit against
the other for violation of or to enforce any covenant, term or condition of this
Lease, the prevailing party shall be entitled to reimbursement of all of its
costs and expenses, including, without limitation, reasonable attorneys’
fees.

     

    27.11     Tenant
represents and warrants to Landlord that each individual executing this Lease on
behalf of Tenant is authorized to do so on behalf of Tenant and that Tenant is
not, and the entities or individuals constituting Tenant or which may own or
control Tenant or which may be owned or controlled by Tenant are not, (i) in
violation of any laws relating to terrorism or money laundering, or (ii) among
the individuals or entities identified on any list compiled pursuant to
Executive Order 13224 for the purpose of identifying suspected terrorists or on
the most current list published by the U.S. Treasury Department Office of
Foreign Assets Control at its official website,
http://www.treas.gov/ofac/tllsdn.pdf or any replacement website or other
replacement official publication of such list.

     

    27.12     Waiver
of Jury Trial.  THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO
TRIAL BY JURY IN ANY ACTION OR PROCEEDING INVOLVING THE PROPERTY OR ARISING OUT
OF THIS LEASE.

     

    27.13     Solely
for the purpose of effectuating Tenant’s indemnification obligations under this
Lease, and not for the benefit of any third parties (including but not limited
to employees of Tenant), Tenant specifically and expressly waives any immunity
that it may be granted under applicable federal, state or local Worker
Compensation Acts, Disability Benefit Acts or other employee benefit
acts.  Furthermore, the indemnification obligations under this Lease
shall not be limited in any way by any limitation on the amount or type of
damages, compensation or benefits payable to or for any third party under Worker
Compensation Acts, Disability Benefit Acts or other employee benefit
acts.  The parties acknowledge that the foregoing provisions of this
Section have been specifically and mutually negotiated between the
parties.


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    28.         Additional
Provisions.

     

    NONE

     

    [SIGNATURE
PAGE TO FOLLOW]


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    Submission
of this Lease for examination and signature by Tenant is not an offer to lease
and does not create a reservation or option to lease.  This Lease will
become effective and binding only upon full execution and delivery by both
Tenant and Landlord.  THIS LEASE, WHETHER OR NOT EXECUTED BY TENANT,
IS SUBJECT TO ACCEPTANCE BY LANDLORD, ACTING BY ITSELF OR BY ITS AGENT BY THE
SIGNATURE ON THIS LEASE OF ITS SENIOR VICE PRESIDENT, ASSISTANT VICE PRESIDENT
OR REGIONAL MANAGER AND DELIVERY OF AN ORIGINAL OF SUCH SIGNATURE TO
TENANT.

     

    Landlord
and Tenant have executed this Lease as of the day and year first above
written.

    


    
      
        
          
            
              
                
                  
                    	
                                                                                                      

                          	
                            LANDLORD:

                          	 
	 
      	 
      	 
	 
      	
                            PS BUSINESS PARKS,
      L.P.,

                          	 
	 
      	
                            a
      California limited partnership

                          	 
	 
      	 
      	 
	 
      	
                            By:

                          	
                            PS
      Business Parks, Inc., a California corporation,

                          	 
	 
      	 
      	
                            its
      general partner

                          	 
	 
      	 
      	 
	 
      	 
      	
                            By:

                          	
                            /s/ KEITH W. SUMMERS

                          	 
	 
      	 
      	 
      	
                            Keith
      W. Summers

                          	 
	 
      	 
      	 
      	
                            Regional
      Manager/AVP

                          	 
	 
      	 
      	 
	 
      	
                            TENANT:

                          	 
	 
      	 
      	 
	 
      	
                            THINKGEEK,
      Inc.

                          	 
	 
      	
                            a  Delaware
      corporation

                          	 
	 
      	 
      	 
	 
      	
                            By:

                          	
                            /s/ SCOTT L. KAUFFMAN

                          	 
	 
      	 
      	 
	 
      	
                            Name:

                          	
                            Scott L. Kauffman

                          	 
	 
      	 
      	 
	 
      	
                            Title:

                          	
                            President & CEO

                          	 
	 
      	 
      	 
	 
      	
                               

                          	 
	 
      	
                            SourceForge
      Legal

                          	 
	 
      	
                            Jay
      Seirmarco /s/JJS

                          	 
	 
      	
                            JUN
      26 2009

                          	 
	 
      	
                            APPROVED

                          	 


                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    EXHIBIT
A-1

     

    PREMISES

    


    This
Exhibit is attached to and made a part of the Lease by and between PS BUSINESS PARKS, L.P.
(“Landlord”) and
THINKGEEK, Inc. (“Tenant”) for space in the
Building located at 11216 Waples Mill Road, Fairfax, Virginia.

    


    


    
      
         


      

      
        A-1-1

        
          

        

      

      
         


      

    


    EXHIBIT
A-2

     

    BUILDING,
PROJECT AND PROPERTY

    


    This
Exhibit is attached to and made a part of the Lease by and between PS BUSINESS PARKS, L.P.
(“Landlord”) and
THINKGEEK, Inc. (“Tenant”) for space in the
Building located at 11216 Waples Mill Road, Fairfax, Virginia.

    


    


    
      
         


      

      
        A-2-1

        
          

        

      

      
         


      

    


    EXHIBIT
B

     

    TENANT
IMPROVEMENTS AGREEMENT

    


    This
Exhibit is attached to and made a part of the Lease by and between PS BUSINESS PARKS, L.P.
(“Landlord”) and
THINKGEEK, Inc. (“Tenant”) for space in the
Building located at 11216 Waples Mill Road, Fairfax, Virginia.

    


    1.           In
consideration of the mutual covenants contained in the Lease, Landlord agrees to
perform the following initial tenant improvement work in the Premises (“Tenant Improvements”):

    


    DESCRIPTION OF TENANT
IMPROVEMENTS

    


    
      	
               
      

            	
              A.

            	
              Landlord
      shall make the alterations indicated on the test fit plan prepared by
      _____________dated June 2, 2009 and attached to this Exhibit B as Schedule
      1.

            


    

    


    
      	
               
      

            	
              B.

            	
              Landlord
      shall install two (2) 2-ton HVAC units, one for each server room at Suite
      100 and Suite 103.

            


    

    


    
      	
               
      

            	
              C.

            	
              Landlord
      will also replace existing carpet (or VCT tile as specified by Tenant) and
      base in all of suite 103 and Suite 100, and paint accent walls to be
      identified by Tenant (not to exceed
$3,000.00).

            


    

    


    
      	
               
      

            	
              D.

            	
              Where
      missing or damaged, Landlord shall furnish and install building-standard
      blinds on all windows and unused glass entrance
  doors.

            


    

    


    2.           All
the Tenant Improvements described above, if any, shall be performed by Landlord
at its cost and expense using Building standard materials and finishes and in a
good and workmanlike manner.  All other work and upgrades to be
performed as part of the Tenant Improvements, subject to Landlord’s approval,
shall be at Tenant's sole cost and expense, plus any applicable state sales or
use tax thereon, payable upon demand as additional rent.  Tenant shall
be responsible for any delay in the completion of the Tenant Improvements
resulting from any such other work and upgrades requested or performed by
Tenant.  Landlord shall enter into a direct contract for the Tenant
Improvements with a general contractor selected by Landlord.  In
addition, Landlord shall have the right to select and/or approve of any
subcontractors used in connection with the Tenant Improvements.

    


    3.           Landlord
shall deliver the Premises to Tenant with the Tenant Improvements Substantially
Complete.  The Tenant Improvements shall be deemed to be “Substantially Complete” on the
date that all Tenant Improvements have been performed, other than any details of
construction, mechanical adjustment or any other similar matter, the
non-completion of which does not materially interfere with Tenant’s use of the
Premises.  However, the parties hereby agree that if Landlord is
delayed in the performance of the Tenant Improvements as a result of any act or
omission of Tenant or any Tenant Entity (a “Tenant Delay”), including
without limitation a delay as a result of (a) Tenant’s failure to agree to plans
and specifications and/or construction cost estimates or bids, (b) Tenant’s
request for materials, finishes or installations with long lead times (other
than originally requested materials, finishes or installations), (c) Tenant’s
change in any plans or specifications, or (d) performance or completion by a
party employed by Tenant, then the Tenant Improvements shall be deemed to be
Substantially Complete on the date that Landlord could reasonably have been
expected to Substantially Complete the Tenant Improvements absent any Tenant
Delay and such date shall be deemed to be the actual Commencement Date of the
Lease.

    


    4.           Except
as set forth in the Lease, Tenant accepts the Premises in its “as-is” condition
and acknowledges that Landlord has no obligation to make any initial changes or
improvements to the Premises or to pay any costs expended or to be expended in
connection with any such initial changes or improvements, other than the Tenant
Improvements specified in Section 1 of this Exhibit
B.  Landlord's supervision or performance of any work for or on
behalf of Tenant shall not be deemed to be a representation by Landlord that
such work will be adequate for Tenant's use.  Landlord shall be
responsible for ensuring that the Tenant Improvements comply with applicable
insurance requirements, building codes, ordinances, laws or
regulations.

    


    5.           This
Exhibit B shall not be
deemed applicable to any additional space added to the Premises at any time or
from time to time, whether by any options under the Lease or otherwise, or to
any portion of the original Premises or any additions to the Premises in the
event of a renewal or extension of the original Term of the Lease, whether by
any options under the Lease or otherwise, unless expressly so provided in the
Lease or any amendment or supplement to the Lease.  Tenant shall not
perform any work in the Premises (including, without limitation, cabling,
wiring, fixturization, painting, carpeting, replacements or repairs) except in
accordance with Article 9 of the Lease.

    


    [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]



    
      
         


      

      
        B-1

        
          

        

      

      
         


      

    


    SCHEDULE
1 TO EXHIBIT B

    


    TEST FIT
PLAN


    
      
         


      

      
        B-2

        
          

        

      

      
         


      

    


    EXHIBIT
C

     

    RULES
AND REGULATIONS

    


    This
Exhibit is attached to and made a part of the Lease by and between PS BUSINESS PARKS, L.P.
(“Landlord”) and
THINKGEEK, Inc. (“Tenant”) for space in the
Building located at 11216 Waples Mill Road, Fairfax, Virginia.

    


    Landlord
reserves the right to make such other and reasonable rules and regulations as in
its judgment may from time to time be needed for safety and security, for care
and cleanliness of the Building and the Project and for the preservation of good
order therein.  Tenant agrees to abide by all such Rules and
Regulations herein stated and any additional rules and regulations which are
adopted.

    


    
      	
              1.

            	
              Driveways,
      sidewalks, halls, passages, exits, entrances, elevators, escalators and
      stairways shall not be obstructed by tenants or used by tenants for any
      purpose other than for ingress to and egress from their respective
      premises.  The driveways, sidewalks, halls, passages, exits,
      entrances, elevators and stairways are not for the use of the general
      public and Landlord shall in all cases retain the right to control and
      prevent access thereto by all persons whose presence, in the judgment of
      Landlord, shall be prejudicial to the safety, character, reputation and
      interests of the Building, the Property and its tenants, provided that
      nothing herein contained shall be construed to prevent such access to
      persons with whom any tenant normally deals in the ordinary course of such
      tenant’s business unless such persons are engaged in illegal
      activities.  No tenant, and no employees or invitees of any
      tenant, shall go upon the roof of any Building, except as authorized by
      Landlord.

            


    

     

    
      	
              2.

            	
              No
      signs, advertisements or notices shall be painted or affixed to windows,
      doors or other parts of the Building, except those of such color, size,
      style and in such places as are first approved in writing by
      Landlord.  All tenant identification and suite numbers at the
      entrance to the Premises shall be installed by Landlord, at Tenant’s cost
      and expense, using the standard graphics for the Building. Landlord shall
      have the right to remove any such sign, placard, banner, picture, name,
      advertisement, or notice without notice to and at the expense of Tenant,
      which were installed or displayed in violation of this
      rule.  All approved signs or lettering on doors and walls shall
      be printed, painted, affixed or inscribed at the expense of Tenant by a
      person or vendor approved by Landlord and shall be removed by Tenant at
      the time of vacancy at Tenant’s expense. Except in connection with the
      hanging of lightweight pictures and wall decorations, no nails, hooks or
      screws shall be inserted into any part of the Premises or Building except
      by the Building maintenance personnel without Landlord’s prior
      approval.

            


    

     

    
      	
              3.

            	
              The
      directory of the Building or Property, if any, will be provided
      exclusively for the display of the name and location of tenants only and
      Landlord reserves the right to charge for the use thereof and to exclude
      any other names therefrom.

            


    

     

    
      	
              4.

            	
              No
      curtains, draperies, blinds, shutters, shades, screens or other coverings,
      awnings, hangings or decorations shall be attached to, hung or placed in,
      or used in connection with, any window or door on the Premises without the
      prior written consent of Landlord.  In any event with the prior
      written consent of Landlord, all such items shall be installed inboard of
      Landlord’s standard window covering and shall in no way be visible from
      the exterior of the Building.  All electrical ceiling fixtures
      hung in offices or spaces along the perimeter of the Building must be
      fluorescent or of a quality, type, design, and bulb color approved by
      Landlord.  No articles shall be placed or kept on the window
      sills so as to be visible from the exterior of the Building.  No
      articles shall be placed against glass partitions or doors which Landlord
      considers unsightly from outside Tenant’s
  Premises.

            


    

     

    
      	
              5.

            	
              Each
      tenant shall be responsible for all persons for whom it allows to enter
      the Building or the Property and shall be liable to Landlord for all acts
      of such persons. Landlord and its agents shall not be liable for damages
      for any error concerning the admission to, or exclusion from, the Building
      or the Property of any person.  During the continuance of any
      invasion, mob, riot, public excitement or other circumstance rendering
      such action advisable in Landlord’s opinion, Landlord reserves the right
      (but shall not be obligated) to prevent access to the Building and the
      Property during the continuance of that event by any means it considers
      appropriate for the safety of tenants and protection of the Building,
      property in the Building and the
Property.

            


    

     

    
      	
              6.

            	
              Tenant
      shall not alter any lock or access device or install a new or additional
      lock or access device or bolt on any door of its Premises, without the
      prior written consent of Landlord.  If Landlord shall give its
      consent, Tenant shall in each case furnish Landlord with a key for any
      such lock.  Tenant, upon the termination of its tenancy, shall
      deliver to Landlord the keys for all doors which have been furnished to
      Tenant, and in the event of loss of any keys so furnished, shall pay
      Landlord therefor.

            


    

     

    
      	
              7.

            	
              The
      restrooms, toilets, urinals, wash bowls and other apparatus shall not be
      used for any purpose other than that for which they were constructed and
      no foreign substance of any kind whatsoever shall be thrown into
      them.  The expense of any breakage, stoppage, or damage
      resulting from violation of this rule shall be borne by the tenant who, or
      whose employees or invitees, shall have caused the breakage, stoppage, or
      damage.

            


    

     

    
      	
              8.

            	
              Tenant
      shall not use or keep in or on the Premises, the Building or the Property
      any kerosene, gasoline, or inflammable or combustible fluid or material
      except in strict accordance with the terms of the Lease.  Tenant
      shall not use, keep or permit to be used or kept in its Premises any foul
      or noxious gas or substance.  Tenant shall not allow the
      Premises to be occupied or used in a manner offensive or objectionable to
      Landlord or other occupants of the Building by reason of noise, odors
      and/or vibrations or interfere in any way with other tenants or those
      having business therein. No
      animals, except dogs, shall be brought onto the Property or kept in or
      about the Premises.

            


    

     

    
      	
              9.

            	
              Except
      with the prior written consent of Landlord, Tenant shall not sell, or
      permit the sale, at retail, of newspapers, magazines, periodicals, theater
      tickets or any other goods or merchandise in or on the Premises, nor shall
      Tenant carry on, or permit or allow any employee or other person to carry
      on, the business of stenography, typewriting or any similar business in or
      from the Premises for the service or accommodation of occupants of any
      other portion of the Building, or the business of a public barber shop,
      beauty parlor, nor shall the Premises be used for any illegal, improper,
      immoral or objectionable purpose, or any business or activity other than
      that specifically provided for in such Tenant’s Lease.  Tenant
      shall not accept hairstyling, barbering, shoeshine, nail, massage or
      similar services in the Premises or common areas except as authorized by
      Landlord.

            


    

     

    
      
         


      

      
        C-1

        
          

        

      

      
         


      

    


    
      	
              10.

            	
              If
      Tenant requires telegraphic, telephonic, telecommunications, data
      processing, burglar alarm or similar services, it shall first obtain, and
      comply with, Landlord’s instructions in their installation.  The
      cost of purchasing, installation and maintenance of such services shall be
      borne solely by Tenant.  Landlord will direct electricians as to
      where and how telephone, telegraph and electrical wires are to be
      introduced or installed.  No boring or cutting for wires will be
      allowed without the prior written consent of Landlord.  The
      location of burglar alarms, telephones, call boxes and other office
      equipment affixed to the Premises shall be subject to the prior written
      approval of Landlord.

            


    

     

    
      	
              11.

            	
              Tenant
      shall not install any radio or television antenna, satellite dish,
      loudspeaker or any other device on the exterior walls or the roof of the
      Building, without Landlord’s consent.  Tenant shall not
      interfere with radio or television broadcasting or reception from or in
      the Building, the Property or
elsewhere.

            


    

     

    
      	
              12.

            	
              Tenant
      shall not lay linoleum, tile, carpet or any other floor covering so that
      the same shall be affixed to the floor of its Premises in any manner
      except as approved in writing by Landlord.  Tenant shall not
      place a load upon any floor of its Premises which exceeds the load per
      square foot which such floor was designed to carry or which is allowed by
      law.

            


    

     

    
      	
              13.

            	
              Tenant
      shall not operate or permit to be operated a coin or token operated
      vending machine or similar device (including, without limitation,
      telephones, lockers, toilets, scales, amusement devices and machines for
      sale of beverages, foods, candy, cigarettes and other goods), except for
      machines for the exclusive use of Tenant’s employees and invitees.
      Bicycles and other vehicles are not permitted inside the Building or on
      the walkways outside the Building, except in areas designated by
      Landlord.

            


    

     

    
      	
              14.

            	
              Business
      machines and mechanical equipment belonging to Tenant which cause noise or
      vibration that may be transmitted to the structure of the Building or to
      any space therein to such a degree as to be objectionable to Landlord or
      to any tenants in the Building shall be placed and maintained by Tenant,
      at Tenant’s expense, on vibration eliminators or other devices sufficient
      to eliminate noise or vibration.  The persons employed to move
      such equipment in or out of the Building must be acceptable to
      Landlord. Tenant
      shall not install, operate or maintain in the Premises or in any other
      area of the Building, electrical equipment that would overload the
      electrical system beyond its capacity for proper, efficient and safe
      operation as determined solely by Landlord.  Tenant shall not
      furnish cooling or heating to the Premises, including, without limitation,
      the use of electric or gas heating devices, without Landlord’s prior
      written consent.  Tenant shall not use more than its
      proportionate share of telephone lines and other telecommunication
      facilities available to service the
Building.

            


    

     

    
      	
              15.

            	
              Each
      tenant shall store all its trash and garbage within the interior of the
      Premises or as otherwise directed by Landlord from time to
      time.  Tenant shall not place in the trash boxes or receptacles
      any personal trash or any material that may not or cannot be disposed of
      in the ordinary and customary manner of removing and disposing of trash
      and garbage in the city, without violation of any law or ordinance
      governing such disposal.

            


    

     

    
      	
              16.

            	
              Canvassing,
      soliciting, distribution of handbills or any other written material and
      peddling in the Building and the Property are prohibited and each tenant
      shall cooperate to prevent the same.  No tenant shall make
      room-to-room solicitation of business from other tenants in the Building
      or the Property, without the written consent of
  Landlord.

            


    

     

    
      	
              17.

            	
              Landlord
      shall have the right, exercisable without notice and without liability to
      any tenant, to change the name and address of the Building and the
      Property.  Without the prior written consent of Landlord, Tenant
      shall not use the name of the Building, Project or the Property or any
      photograph or other likeness of the Building, Project or the Property in
      connection with, or in promoting or advertising, Tenant’s business except
      that Tenant may include the Building’s, Project’s or Property’s name in
      Tenant’s address.

            


    

     

    
      	
              18.

            	
              Landlord
      may from time to time adopt systems and procedures for the security and
      safety of the Building and Property, its occupants, entry, use and
      contents.  Tenant, its agents, employees, contractors, guests
      and invitees shall comply with Landlord’s systems and procedures. Tenant
      shall comply with all safety, fire protection and evacuation procedures
      and regulations established by any governmental agency.  Tenant
      assumes any and all responsibility for protecting its Premises from theft,
      robbery and pilferage, which includes keeping doors locked and other means
      of entry to the Premises closed.

            


    

     

    
      	
              19.

            	
              No
      Tenant is allowed to unload, unpack, pack or in any way manipulate any
      products, materials or goods in the common areas of the Property including
      the parking and driveway areas of the Property.  Movement in or
      out of the Building of furniture or office equipment, or dispatch or
      receipt by Tenant of merchandise or materials requiring the use of
      elevators, stairways, lobby areas or loading dock areas, shall be
      restricted to hours reasonably designated by Landlord.  Tenant
      shall obtain Landlord’s prior approval by providing a detailed listing of
      the activity, which approval shall not be unreasonably
      withheld.  If approved by Landlord, the activity shall be under
      the supervision of Landlord and performed in the manner required by
      Landlord.  Tenant shall assume all risk for damage to articles
      moved and injury to any persons resulting from the activity.  If
      equipment, property, or personnel of Landlord or of any other party is
      damaged or injured as a result of or in connection with the activity,
      Tenant shall be solely liable for any resulting damage, loss or
      injury.  Tenant shall not make deliveries to or from the
      Premises in a manner that might interfere with the use by any other tenant
      of its premises or of the Common Areas, any pedestrian use, or any use
      which is inconsistent with good business
  practice.

            


    

     

    
      	
              20.

            	
              Smoking
      of any kind is strictly prohibited, at all times, at any location on the
      Property, except in the designated smoking area which is located at the
      OUTSIDE PERIMETER OF THE BUILDING ONLY.  Landlord may relocate
      the designated smoking area at its sole discretion, at any time during the
      Term of this Lease.

            


    

     

    Tenant
shall be responsible for the observance of all of the foregoing Rules and
Regulations and the Parking Rules and Regulations set forth below by Tenant’s
employees, agents, clients, customers, invitees and guests. These Rules and
Regulations are in addition to, and shall not be construed to in any way modify,
alter or amend, in whole or in part, the terms, covenants, agreements and
conditions of any lease of any premises in the Property. Landlord may waive any
one or more of these Rules and Regulations for the benefit of any particular
tenant or tenants, but no such waiver by Landlord shall be construed as a waiver
of such Rules and Regulations in favor of any other tenant or tenants, nor
prevent Landlord from thereafter enforcing any such Rules and Regulations
against any or all tenants of the Building.


    
      
         


      

      
        C-2

        
          

        

      

      
         


      

    


    PARKING RULES AND
REGULATIONS

    


    
      	
              1.

            	
              Cars
      must be parked entirely within painted stall
  lines.

            


    

    


    
      	
              2.

            	
              All
      directional signs and arrows must be
observed.

            


    

    


    
      	
              3.

            	
              All
      posted speed limits for the parking areas shall be observed. If no speed
      limit is posted for an area, the speed limit shall be five (5) miles per
      hour.

            


    

    


    
      	
              4.

            	
              Parking
      is prohibited:

            


    

    


    
      	 	
              (a)

            	
              in
      areas not striped for parking;

            


    

    
      	 	
              (b)

            	
              in
      aisles;

            


    

    
      	 	
              (c)

            	
              where
      “no parking” signs are posted;

            


    

    
      	 	
              (d)

            	
              on
      ramps;

            


    

    
      	 	
              (e)

            	
              in
      cross hatched areas; and

            


    

    
      	 	
              (f)

            	
              in
      such other areas as may be designated by
  Landlord.

            


    

    


    
      	
              5.

            	
              Handicap
      and visitor stalls shall be used only by handicapped persons or visitors,
      as applicable.

            


    

    


    
      	
              6.

            	
              Parking
      stickers or any other device or form of identification supplied by
      Landlord from time to time (if any) shall remain the property of
      Landlord.  Such parking identification device must be displayed
      as requested and may not be mutilated in any manner.  The serial
      number of the parking identification device may not be obliterated.
      Devices are not transferable and any device may not be obliterated.
      Devices are not transferable and any device in possession of any
      unauthorized holder will be void.  There will be a replacement
      charge payable by the parker and such parker’s appropriate tenant equal to
      the amount posted from time to time by Landlord for loss of any magnetic
      parking card or any parking
sticker.

            


    

    


    
      	
              7.

            	
              Every
      parker is required to park and lock his or her own car.  All
      responsibility for damage to cars or persons is assumed by the
      parker.

            


    

    


    
      	
              8.

            	
              Loss
      or theft of parking identification devices must be reported to Landlord,
      and a report of such loss or theft must be filed by the parker at that
      time. Any parking identification devices reported lost or stolen found on
      any unauthorized car will be confiscated and the illegal holder will be
      subject to prosecution. Lost or stolen devices found by the parker must be
      reported to Landlord immediately to avoid
  confusion.

            


    

    


    
      	
              9.

            	
              Parking
      spaces are for the express purpose of parking one automobile per
      space.  Washing, waxing, cleaning, or servicing of any vehicle
      by the parker and/or such person’s agents is prohibited.  The
      parking areas shall not be used for overnight or other storage for
      vehicles of any type.

            


    

    


    
      	
              10.

            	
              Landlord
      reserves the right to refuse the issuance of parking identification or
      access devices to any tenant and/or such tenant’s employees, agents,
      visitors or representatives who willfully refuse to comply with the
      Parking Rules and Regulations and/or all applicable governmental
      ordinances, laws, or agreements.

            


    

    


    
      	
              11.

            	
              Tenant
      shall acquaint its employees, agents, visitors or representatives with the
      Parking Rules and Regulations, as they may be in effect from time to
      time.

            


    

    


    
      	
              12.

            	
              Any
      monthly rental for parking shall be paid one month in advance prior to the
      first day of such month. Failure to do so will automatically cancel
      parking privileges, and a charge of the prevailing daily rate will be due.
      No deductions or allowances from the monthly rental for parking will be
      made for days a parker does not use the parking
  facilities.

            


    

    


    
      	
              13.

            	
              Each
      parker shall pay a reasonable deposit for any parking card issued to such
      a person.  Such deposit shall be paid at the time the parking
      card is issued and shall be forfeited if the parking card is
      lost.  Such deposit shall be returned without interest, at the
      time such person ceases to utilize the parking facilities, upon surrender
      of the parking card.  A reasonable replacement charge shall be
      paid to replace a lost card and an amount in excess of the initial deposit
      may be charged as the replacement
fee.

            


    

    


    
      	
              14.

            	
              Vehicles
      parked in public parking areas will be no larger than full-sized passenger
      automobiles or standard pick-up trucks.  Landlord reserves the
      right, without notice to Tenant, to tow away at Tenant’s sole cost and
      expense any vehicles parked in any parking area for any continuous period
      of 24 hours or more, or earlier if Landlord, in its sole discretion,
      determines such parking to be a hazard or inconvenience to other tenants
      or Landlord, or violates any rules or regulations or posted notices
      related to parking.  Landlord shall not be responsible for
      enforcing Tenant’s parking rights against third parties.  From
      time to time, Landlord reserves the right, upon written notice to Tenant,
      to change the location, the availability and nature of parking spaces,
      establish reasonable time limits on parking, and, on an equitable basis,
      to assign specific spaces with or without charge to Tenant as Additional
      Rent.

            


    

    


    
      	
              15.

            	
              Tenant
      shall at all times comply with all applicable Laws (as defined in the
      Lease) respecting the use of the parking facility serving the
      Building.

            


    


    
      
         


      

      
        C-3

        
          

        

      

      
         


      

    


    
      	
              16.

            	
              LANDLORD SHALL NOT BE LIABLE
      FOR ANY LOSS, INJURY OR DAMAGE TO PERSONS USING THE PARKING FACILITY OR
      AUTOMOBILES OR OTHER PROPERTY THEREIN, IT BEING AGREED THAT, TO THE
      FULLEST EXTENT PERMITTED BY LAW, THE USE OF THE SPACES SHALL BE AT THE
      SOLE RISK OF TENANT AND ITS EMPLOYEES.  WITHOUT LIMITING THE FOREGOING,
      TENANT HEREBY VOLUNTARILY RELEASES, DISCHARGES, WAIVES AND RELINQUISHES
      ANY AND ALL ACTIONS OR CAUSES OF ACTION FOR PERSONAL INJURY OR PROPERTY
      DAMAGE OCCURRING TO TENANT ARISING AS A RESULT OF PARKING IN THE PARKING
      FACILITY, OR ANY ACTIVITIES INCIDENTAL THERETO, WHEREVER OR HOWEVER THE
      SAME MAY OCCUR, AND FURTHER AGREES THAT TENANT WILL NOT PROSECUTE ANY
      CLAIM FOR PERSONAL INJURY OR PROPERTY DAMAGE AGAINST LANDLORD OR ANY OF
      THE LANDLORD
      RELATED PARTIES
      FOR ANY SAID CAUSES OF ACTION.  IN ALL EVENTS, TENANT AGREES TO
      LOOK FIRST TO ITS INSURANCE CARRIER AND TO REQUIRE THAT TENANT'S EMPLOYEES
      LOOK FIRST TO THEIR RESPECTIVE INSURANCE CARRIERS FOR PAYMENT OF ANY
      LOSSES SUSTAINED IN CONNECTION WITH ANY USE OF THE PARKING
      FACILITY.  TENANT HEREBY WAIVES ON BEHALF OF ITS INSURANCE
      CARRIERS ALL RIGHTS OF SUBROGATION AGAINST LANDLORD OR LANDLORD RELATED
      PARTIES.

            


    

    


    
      	
              17.

            	
              Landlord
      hereby reserves the right to enter into a management agreement or lease
      with another entity for the operation of the Parking Facility
      (“Operator”).  In such event, Tenant, upon request of Landlord,
      shall enter into a parking agreement upon substantially the same terms
      hereunder with the Operator and pay the Operator the monthly charge
      established hereunder, and Landlord shall have no liability for claims
      arising through acts or omissions of the Operator.  It is
      understood and agreed that the identity of the Operator may change from
      time to time during the Term.  In connection therewith, any
      parking lease or agreement entered into between Tenant and any Operator
      shall be freely assignable by such Operator or any successors
      thereto.

            


    


    
      
         


      

      
        C-4

        
          

        

      

      
         


      

    


    EXHIBIT
D

     

    OPERATING
EXPENSES

    


    This
Exhibit is attached to and made a part of the Lease by and between PS BUSINESS PARKS, L.P.
(“Landlord”) and
THINKGEEK (“Tenant”) for space in the
Building located at 11216 Waples Mill Road, Fairfax, Virginia.

    


    1.           Operating Expenses. Throughout
the Term, Tenant shall pay, as Additional Rent, Tenant’s Proportionate Share (of
the Project, Property and/or Building, as designated from time to time by
Landlord) of the total amount, if any, by which Operating Expenses (defined
below) for each calendar year during the Term exceed Operating Expenses for the
Base Year (the “Expense
Excess”)  If Operating Expenses in any calendar year decrease
below the amount of Operating Expenses for the Base Year, Tenant’s Proportionate
Share of Operating Expenses shall be $0.

     

    Notwithstanding
the foregoing, for purposes of computing Tenant's Proportionate Share of
Operating Expenses, the Controllable Expenses (hereinafter defined) shall not
increase by more than five percent (5%) per calendar year on a compounding and
cumulative basis over the course of the Term.  In other words,
Controllable Expenses for the second Lease year of the Term shall not exceed one
hundred five percent (105%) of the Controllable Expenses for the first Lease
Year of the Term.  Controllable Expenses for the third Lease Year of
the Term shall not exceed one hundred five percent (105%) of the limit on
Controllable Expenses for the second Lease Year of the Term, etc.  By
way of illustration, if Controllable Expenses were $10.00 per rentable square
foot for the first Lease year of the Term, then Controllable Expenses for the
second Lease year shall not exceed $10.50 per rentable square foot, and
Controllable Expenses for the third Lease year of the term shall not exceed
$11.03 per rentable square foot (whether or not actual Controllable Expenses
were less than, equaled or exceeded the limit on Controllable Expenses the prior
year).  "Controllable
Expenses" shall mean all Operating Expenses exclusive of the cost of
insurance, utilities, taxes, capital improvements and the cost of snow removal,
refuse removal, costs associated with hurricane and/or other natural disasters
clean up, and lawn maintenance.

     

    1.01          “Operating Expenses” as used in
the Lease shall include all costs and expenses related to the ownership,
management, operation, maintenance, replacement, improvement and repair of the
Premises, Building, Project and/or Property, or any part thereof, incurred by
Landlord including but not limited to:  (a) Property supplies,
materials, labor, equipment, and tools; (b) Utility and Service Costs (as
further described in Section 1.03 below), security, janitorial, trash removal,
and all applicable service and maintenance agreements; (c) Property related
legal, accounting, and consulting fees, costs and expenses, including but not
limited to the cost of contests of Real Property Taxes; (as further described in
Section 1.02 below); (d) Insurance Premiums relating to the Project for all
policies deemed necessary by Landlord and/or its lenders, and all deductible
amounts under such policies (as further described in Section 1.04 below); (e)
costs and expenses of operating, maintaining, and repairing the Property,
including but not limited to all interior areas and also driving, parking,
loading, and other paved or unpaved areas (including but not limited to,
resurfacing and striping and any snow and ice removal Landlord elects to
conduct), landscaped areas (including but not limited to, tree trimming),
building exteriors (including but not limited to, painting and roof work), signs
and directories, and lighting; (f) capital improvements and replacements
(including but not limited to, all financing costs and interest charges); (g)
compensation (including but not limited to, any payroll taxes, worker’s
compensation for employees, and customary employee benefits) of all persons,
including independent contractors, who perform duties, or render services on
behalf of, or in connection with the Property, or any part thereof, including
but not limited to, Property operations, maintenance, repair, and
rehabilitation; (h) Property management fees and the cost of providing space
used by the Property manager; and (i) Real Property Taxes.

     

    Operating
Expenses shall exclude the following:

    


    
      	
               
      

            	
              (i)

            	
              Any
      ground lease rental;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      costs of capital improvements, replacements or equipment and any
      depreciation or amortization expenses thereon, except to the extent (A)
      made for the primary purpose to produce a reduction in Operating Expenses,
      (B) required by any Laws applicable to the Building, or for health or
      safety purposes, or (C) for improvements to or replacements of any
      components of the Common Areas. If the cost incurred in making an
      improvement or replacing any equipment is not fully deductible as an
      expense in the year incurred in accordance with generally accepted
      accounting principles, the cost shall be amortized over the useful life of
      the improvement or equipment, as reasonably determined by Landlord,
      together with an interest factor on the unamortized cost of such item
      equal to ten percent (10%) per annum and Tenant shall be responsible for
      paying Tenant’s Proportionate Share of the annual amortized portion for
      such improvement for each year during the Term for which Tenant is a
      lessee hereunder.

            


    

     

    
      	
               
      

            	
              (iii)

            	
              Rentals
      for items (except when needed in connection with normal repairs and
      maintenance of permanent systems) which if purchased, rather than rented,
      would constitute a capital improvement excluded in clause (ii)
      above;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              Costs
      incurred by Landlord for the maintenance of, or the repair of damage to,
      the Building, Project and/or Property, to the extent that Landlord is
      reimbursed by insurance proceeds or directly by
  tenants;

            


    

     

    
      	
               
      

            	
              (v)

            	
              Costs,
      including permit, license and inspection costs, incurred with respect to
      the installation of tenant or other occupant improvements made for tenants
      or other occupants in the Building, the Project and/or the Property or
      incurred in renovating or otherwise improving, decorating, painting or
      redecorating vacant space for or the premises of other tenants or other
      occupants of the Building;

            


    

     

    
      	
               
      

            	
              (vi)

            	
              Marketing
      costs, including leasing commissions, attorneys’ fees in connection with
      the negotiation and preparation or enforcement of letters, deal memos,
      letters of intent, leases, subleases and/or assignments, space planning
      costs, and other costs and expenses incurred in connection with lease,
      sublease and/or assignment negotiations and transactions with present or
      prospective tenants or other occupants of the Building, Project or the
      Property;

            


    

     

    
      
         


      

      
        D-1

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (vii)

            	
              Costs
      incurred by Landlord due to the violation by Landlord of the terms and
      conditions of any lease of space in the Building or the
      Project;

            


    

     

    
      	
               
      

            	
              (viii)

            	
              interest,
      principal, points and fees on debt or amortization payments on any
      mortgage or deed of trust or any other debt instrument encumbering the
      Building, Project or Property or the land on which the Building or Project
      is situated;

            


    

     

    
      	
               
      

            	
              (ix)

            	
              Except
      for making repairs or keeping permanent systems in operation while repairs
      are being made, rentals and other related expenses incurred in leasing air
      conditioning systems, elevators or other equipment ordinarily considered
      to be of a capital nature;

            


    

     

    
      	
               
      

            	
              (x)

            	
              Advertising
      and promotional expenditures (except for retail property
      promotions);

            


    

     

    
      	
               
      

            	
              (xi)

            	
              Costs
      incurred in connection with upgrading the Building, Project or Property to
      comply with disability, life, fire and safety codes in effect prior to the
      issuance of the temporary certificate of occupancy for the
      Building;

            


    

     

    
      	
               
      

            	
              (xii)

            	
              Interest,
      fines or penalties incurred as a result of Landlord’s failure to make
      payments when due;

            


    

     

    
      	
               
      

            	
              (xiii)

            	
              Costs
      arising from Landlord’s charitable or political
    contributions;

            


    

     

    
      	
               
      

            	
              (xiv)

            	
              The
      depreciation of the Building and other real property structures on the
      Property;

            


    

     

    
      	
               
      

            	
              (xv)

            	
              Landlord’s
      general corporate overhead and general administrative expenses not related
      to the operation of the Building or the
Project;

            


    

     

    
      	
               
      

            	
              (xvi)

            	
              Any
      bad debt loss, rent loss or reserves for bad debts or rent loss, or
      reserves for equipment or capital
replacement.

            


    

     

    
      	
               
      

            	
              (xvii)

            	
              Costs
      incurred in connection with negotiations or disputes with any other
      occupant of the Project and Costs arising from the violation by Landlord
      or any other occupant of the Project of the terms and conditions of any
      lease or other agreement;

            


    

     

    
      	
            	
              (xviii)

            	
              Insurance
      deductibles in excess of $10,000 per claim, and co-insurance
      payments;

            


    

     

    
      	
               
      

            	
              (xix)

            	
              Costs
      incurred in connection with the presence of any Hazardous Material, except
      to the extent caused by the release or emission of the Hazardous Material
      in question by Tenant; and

            


    

     

    
      	
               
      

            	
              (xx)

            	
              Expense
      reserves.

            


    

     

    1.02         “Real Property Taxes” shall
include any fee, license fee, tax, levy, charge, or assessment (hereinafter
individually and/or collectively referred to as “Tax”) imposed by any authority
having the direct or indirect power to tax and where such Tax is imposed against
the Property, or any part thereof, or Landlord in connection with its ownership
or operation of the Property, including but not limited to: (a) any Tax on rent
or Tax against Landlord’s business of leasing the Property; (b) any Tax by any
authority for services or maintenance provided to the Property, or any part
thereof, including but not limited to, fire protection, streets, sidewalks, and
utilities; (c) any Tax on real estate or personal property levied with respect
to the Property, or any part thereof, and any fixtures and equipment and other
property used in connection with the Property; (d) any Tax based upon a
reassessment of the Property due to a change in ownership or transfer of all or
part of Landlord’s interest in the Property; and, (e) any Tax replacing,
substituting for, or in addition to any Tax previously included in this
definition.  Real Property Taxes do not include Landlord’s federal or
state net income inheritance, gift, transfer or estate taxes.  Any
taxes, assessments, levies, fees or charges shall be paid or amortized over the
longest permissible period of time (or shall be deemed to be paid or amortized
over the longest permissible period), and Tenant shall pay its proportionate
share of such amounts which shall be prorated for portions of any year during
which Tenant is a lessee pursuant to this Lease.

     

    1.03         “Utility and Service Costs”
shall include all Landlord incurred utility and service costs and expenses
including but not limited to costs related to water and plumbing, electricity,
gas, lighting, steam, sewer, waste disposal, and HVAC, and all costs related to
plumbing, mechanical, electrical, elevator, HVAC, and other
systems.

     

    1.04         “Insurance Premiums” shall
include all insurance premiums for all insurance policies maintained by Landlord
from time to time related to the Property.

     

    1.05         Throughout
the Term following the Base Year, Tenant will pay as Additional Rent its
Proportionate Share (of the Project, Property and/or Building, as designated
from time to time by Landlord) of Operating Expenses as set forth
above.  Estimated payments shall be made monthly on or before the
first day of each calendar month each in the amount of Landlord’s then current
estimate as outlined below.  Tenant’s Proportionate Share will be
prorated for partial months.  All Operating Expenses that vary with
occupancy will be adjusted, at the election of Landlord, to reflect 95%
occupancy during any calendar year in which the Project is not fully
occupied.

     

    1.06         Tenant’s
Proportionate Share of Operating Expenses shall be determined and paid as
follows:

     

    
      	
               
      

            	
              (a)

            	
              Tenant’s
      Operating Expense estimates:  As soon as is practical following
      the end of each calendar year, Landlord will provide Tenant with a
      determination of:  (a) Tenant’s annual share of estimated
      Operating Expenses for the then current calendar year; (b) Tenant’s
      monthly Operating Expense estimate for the then current year; and, (c)
      Tenant’s retroactive estimate correction billing (for the period of
      January 1st
      through the date immediately prior to the commencement date of Tenant’s
      new monthly Operating Expense estimate) for the difference between
      Tenant’s new and previously billed monthly Operating Expense estimates for
      the then current year.

            


    


    
      
         


      

      
        D-2

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (b)

            	
              Tenant’s
      Proportionate Share of actual annual Operating Expenses:  Each
      year, Landlord will provide Tenant with a determination reflecting the
      total Operating Expenses for the previous calendar year.  If the
      total of Tenant’s Operating Expense estimates billed for the previous
      calendar year are less than Tenant’s Proportionate Share of the actual
      Operating Expenses, the determination will indicate the payment amount and
      date due.  If Tenant has paid more than its Proportionate Share
      of Operating Expenses for the preceding calendar year, Landlord will
      credit the overpayment toward Tenant’s future Operating Expense
      obligations.  Monthly Operating Expense estimates are due on the
      1st
      of each month and shall commence in the month specified by
      Landlord.  Tenant’s retroactive estimate correction, and actual
      annual Operating Expense charges, if any, shall be due, in full, on the
      date(s) specified by Landlord.

            


    

     

    2.           Unless
Landlord otherwise elects, Tenant shall pay each Operating Expense in accordance
with Tenant’s Proportionate Share of the Building or Tenant’s Proportionate
Share of the Project or the Property, whichever is designated by
Landlord.  Landlord shall have the right to make allocations (“Allocations”) to Tenant of any
one or more Operating Expenses on a different basis.  Landlord shall
have the right to make any such Allocations in any manner which Landlord deems
reasonable (including use of estimates).  For example, if Landlord
deems it reasonable to do so, Landlord shall have the right to elect at any time
and from time to time (a) to make any Allocation of one or more Operating
Expenses based upon Tenant’s Proportionate Share of the Building and to make
other Allocations on Tenant’s Proportionate Share of the Project or the
Property, (b) to make Allocations of certain Operating Expense items among less
than all Tenants and/or other than based upon the respective square footages of
the Tenants, (c) to make different Allocations for different Operating Expenses,
and/or (d) to alter an Allocation or the method of determining an Allocation
from time to time. In no event shall Landlord be liable to Tenant based upon any
incorrect or disputed Allocation nor shall Tenant have any right to terminate
the Lease by reason of any such Allocation.

     

    3.           Tenant,
within 60 days after receiving Landlord’s determination of Operating Expenses,
may give Landlord written notice (“Review Notice”) that Tenant
intends to review Landlord’s records of the Operating Expenses (excluding Real
Property Tax) for the calendar year to which the statement
applies.  Within a reasonable time after receipt of the Review Notice,
Landlord shall make all pertinent records available for inspection that are
reasonably necessary for Tenant to conduct its review.  If any records
are maintained at a location other than the management office for the Building,
Tenant may either inspect the records at such other location or pay for the
reasonable cost of copying and shipping the records.  If Tenant
retains an agent to review Landlord’s records, the agent must be with a CPA firm
licensed to do business in the state where the Property is
located.  Tenant shall be solely responsible for all costs, expenses
and fees incurred for the audit.  Within 90 days after the records are
made available to Tenant, Tenant shall have the right to give Landlord written
notice (an “Objection
Notice”) stating in reasonable detail any objection to Landlord’s
statement of Operating Expenses for that year. If Tenant fails to give Landlord
an Objection Notice within the 90-day period or fails to provide Landlord with a
Review Notice within the 60-day period described above, Tenant shall be deemed
to have approved Landlord’s determination of Operating Expenses and shall be
barred from raising any claims regarding Operating Expenses for that
year.  If Tenant provides Landlord with a timely Objection Notice,
Landlord and Tenant shall work together in good faith to resolve any issues
raised in Tenant’s Objection Notice.  If Landlord and Tenant determine
that Operating Expenses for the calendar year are less than reported, Landlord
shall provide Tenant with a credit against the next installment of Tenant’s
Proportionate Share of Operating Expenses in the amount of the overpayment by
Tenant.  Likewise, if Landlord and Tenant determine that Operating
Expenses for the calendar year are greater than reported, Tenant shall pay
Landlord the amount of any underpayment within 30 days.  The records
obtained by Tenant shall be treated as confidential.  In no event
shall Tenant be permitted to examine Landlord’s records or to dispute any
statement of Operating Expenses if Tenant is then in Default hereunder. Any such
audit conducted pursuant to this Section shall be conducted at Tenant’s sole
cost and expense, unless such audit determines that an error has been made in
Landlord’s determination and calculation of Operating Expenses which results in
an adjustment to the amounts determined and calculated by Landlord in the amount
of five percent (5%) or more, in which case Landlord shall pay for the
commercially reasonable fees and expenses of Tenant’s accounting firm, but if
such adjustment is less than five percent (5%), Tenant shall pay for such fees
and expenses.

     

    
      
         


      

      
        D-3