auriga8k103.htm

                                                Exhibit
    10.3

     

    


     

    STANDARD
      OFFICE LEASE

     

    BY
      AND
      BETWEEN

     

    CAMARILLO
      OFFICE PARTNERS I, LLC,

     

    a
      California limited liability company,

     

    AS
      LANDLORD,

     

    AND

     

    AURIGA
      LABORATORIES, INC.,

     

    a
      Delaware corporation,

     

    AS
      TENANT

     

    SUITE
      150

     

    ___________________________________________

     

    5284
      Adolfo Road, Camarillo, California 

     

     

     

    




    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    TABLE
      OF CONTENTS

     

     

    PAGE

     

    
      	
              ARTICLE
                1

            	
              Basic
                Lease Provisions

            	
               

            


    

     

    
      	
              ARTICLE
                2

            	
              TERM/PREMISES

            	
               

            


    

     

    
      	
               

            	
              ARTICLE
                3 Rental

            


    

    
      	
               

            	
              (a)

            	
              Basic
                Rental

            	
               

            


    

    
      	
               

            	
              (b)

            	
              Increase
                in Direct Costs

            	
              [

            


    

    
      	
               

            	
              (c)

            	
              Definitions

            	
               

            


    

    
      	
               

            	
              (d)

            	
              Determination
                of Payment

            	
               

            


    

    
      	
               

            	
              (e)

            	
              Tenant's
                Payment of Certain Tax Costs

            	
               

            


    

     

    
      	
              ARTICLE
                4

            	
              Security
                Deposit

            	
               

            


    

     

    
      	
               

            	
              ARTICLE
                5 Holding Over

            


    

     

    
      	
               

            	
              ARTICLE
                6 OTHER Taxes

            


    

     

    
      	
               

            	
              ARTICLE
                7 Use

            


    

     

    
      	
              ARTICLE
                8

            	
              Condition
                of Premises

            	
               

            


    

     

    
      	
              ARTICLE
                9

            	
              Repairs
                and Alterations

            	
               

            


    

    
      	
               

            	
              (a)

            	
              Landlord’s
                Obligation

            	
               

            


    

    
      	
               

            	
              (b)

            	
              Tenant’s
                Obligation

            	
               

            


    

    
      	
               

            	
              (c)

            	
              Alterations

            	
               

            


    

    
      	
               

            	
              (d)

            	
              Insurance
                Liens

            	
               

            


    

    
      	
               

            	
              (e)

            	
              Costs
                and Fees; Removal

            	
               

            


    

     

    
      	
               

            	
              ARTICLE
                10 Liens

            


    

     

    
      	
              ARTICLE
                11

            	
              Project
                Services

            	
               

            


    

    
      	
               

            	
              (a)

            	
              Basic
                Services

            	
               

            


    

    
      	
               

            	
              (b)

            	
              Excess
                Usage

            	
              [

            


    

    
      	
               

            	
              (c)

            	
              Additional
                Electrical Services

            	
              [

            


    

    
      	
               

            	
              (d)

            	
              HVAC
                Balance

            	
              [

            


    

    
      	
               

            	
              (e)

            	
              Telecommunications

            	
               

            


    

    
      	
               

            	
              (f)

            	
              After-Hours
                Use

            	
               

            


    

    
      	
               

            	
              (g)

            	
              Reasonable
                Charges

            	
               

            


    

    
      	
               

            	
              (h)

            	
              Sole
                Electrical Representative

            	
               

            


    

    
      	
               

            	
              (i)

            	
              Supplemental
                Power

            	
               

            


    

     

    
      	
              ARTICLE
                12

            	
              Rights
                of Landlord

            	
               

            


    

    
      	
               

            	
              (a)

            	
              Right
                of Entry

            	
               

            


    

    
      	
               

            	
              (b)

            	
              Maintenance
                Work

            	
               

            


    

    
      	
               

            	
              (c)

            	
              Rooftop

            	
               

            


    

     

    
      	
              ARTICLE
                13

            	
              Indemnity;
                Exemption of Landlord from Liability

            	
               

            


    

    
      	
               

            	
              (a)

            	
              Indemnity

            	
               

            


    

    
      	
               

            	
              (b)

            	
              Exemption
                of Landlord from Liability

            	
               

            


    

    
      	
               

            	
              (c)

            	
              Security

            	
               

            


    

     

    
      	
               

            	
              ARTICLE
                14 Insurance

            


    

    
      	
               

            	
              (a)

            	
              Tenant's
                Insurance

            	
               

            


    

    
      	
               

            	
              (b)

            	
              Form
                of Policies

            	
               

            


    

    
      	
               

            	
              (c)

            	
              Landlord's
                Insurance

            	
               

            


    

    
      	
               

            	
              (d)

            	
              Waiver
                of Subrogation

            	
               

            


    

    
      	
               

            	
              (e)

            	
              Compliance
                with Law

            	
               

            


    

     

    
      	
              ARTICLE
                15

            	
              Assignment
                and Subletting

            	
               

            


    

     

    
      	
              ARTICLE
                16

            	
              Damage
                or Destruction

            	
               

            


    

     

    
      	
               

            	
              ARTICLE
                17 Subordination

            


    

     

    
      	
              ARTICLE
                18

            	
              Eminent
                Domain

            	
               

            


    

     

    
      	
               

            	
              ARTICLE
                19 Default

            


    

     

    
      	
               

            	
              ARTICLE
                20 Remedies

            


    

     

    
      	
              ARTICLE
                21

            	
              Transfer
                of Landlord's Interest

            	
               

            


    

     

    
      	
               

            	
              ARTICLE
                22 Broker

            


    

     

    
      	
               

            	
              ARTICLE
                23 Parking

            


    

     

    
      	
               

            	
              ARTICLE
                24 Waiver

            


    

     

    
      	
              ARTICLE
                25

            	
              Estoppel
                Certificate

            	
               

            


    

     

    
      	
              ARTICLE
                26

            	
              Liability
                Of Landlord

            	
               

            


    

     

    
      	
              ARTICLE
                27

            	
              Inability
                To Perform

            	
               

            


    

     

    
      	
              ARTICLE
                28

            	
              Hazardous
                Waste

            	
               

            


    

     

    
      	
               

            	
              ARTICLE
                29  SURRENDER OF PREMISES; REMOVAL OF
                PROPERTY

            


    

     

    
      	
               

            	
              ARTICLE
                30 Miscellaneous

            


    

    
      	
               

            	
              (a)

            	
              Severability;
                Entire Agreement

            	
               

            


    

    
      	
               

            	
              (b)

            	
              Attorneys'
                Fees; Waiver of Jury Trial

            	
               

            


    

    
      	
               

            	
              (c)

            	
              Time
                of Essence

            	
               

            


    

    
      	
               

            	
              (d)

            	
              Headings;
                Joint and Several

            	
               

            


    

    
      	
               

            	
              (e)

            	
              Reserved
                Area

            	
               

            


    

    
      	
               

            	
              (f)

            	
              No
                Option

            	
               

            


    

    
      	
               

            	
              (g)

            	
              Use
                of Project Name; Improvements

            	
               

            


    

    
      	
               

            	
              (h)

            	
              Rules
                and Regulations

            	
               

            


    

    
      	
               

            	
              (i)

            	
              Quiet
                Possession

            	
               

            


    

    
      	
               

            	
              (j)

            	
              Rent

            	
               

            


    

    
      	
               

            	
              (k)

            	
              Successors
                and Assigns

            	
               

            


    

    
      	
               

            	
              (l)

            	
              Notices

            	
               

            


    

    
      	
               

            	
              (m)

            	
              Persistent
                Delinquencies

            	
               

            


    

    
      	
               

            	
              (n)

            	
              Right
                of Landlord to Perform

            	
               

            


    

    
      	
               

            	
              (o)

            	
              Access,
                Changes in Project, Facilities, Name

            	
               

            


    

    
      	
               

            	
              (p)

            	
              Signing
                Authority

            	
               

            


    

    
      	
               

            	
              (q)

            	
              Identification
                of Tenant

            	
               

            


    

    
      	
               

            	
              (r)

            	
              Substitute
                Premises

            	
               

            


    

    
      	
               

            	
              (s)

            	
              Survival
                of Obligations

            	
               

            


    

    
      	
               

            	
              (t)

            	
              Confidentiality

            	
               

            


    

    
      	
               

            	
              (u)

            	
              Governing
                Law

            	
               

            


    

    
      	
               

            	
              (v)

            	
              Exhibits

            	
               

            


    

    
      	
               

            	
              (w)

            	
              Independent
                Covenants

            	
               

            


    

    
      	
               

            	
              (x)

            	
              Counterparts

            	
               

            


    

    
      	
               

            	
              (y)

            	
              Financial
                Statements

            	
               

            


    

    
      	
               

            	
              (z)

            	
              Office
                of Foreign Assets Control

            	
               

            


    

     

    
      	
              ARTICLE
                31

            	
              SIGNAGE/DIRECTORY

            	
               

            


    

     

    
      	
              ARTICLE
                32

            	
              OPTION
                TO RENEW

            	
               

            


    

     

    
      	
               

            	
              (a)

            	
              Option
                Right

            	
               

            


    

     

    
      	
               

            	
              (b)

            	
              Option
                Rent

            	
               

            


    

     

    
      	
               

            	
              (c)

            	
              Exercise
                of Options

            	
               

            


    

     

    
      	
               

            	
              (d)

            	
              Determination
                of Market Rent

            	
               

            


    

     

    
      	
              Exhibit "A"

            	
              Premises

            


    

    
      	
              Exhibit "B"

            	
              Rules
                and Regulations

            


    

    
      	
              Exhibit "C"

            	
              Notice
                of Lease Term Dates and Tenant's Proportionate
                Share

            


    



    INDEX
      OF DEFINED TERMS

    DEFINED
      TERMS PAGE

     

    Additional
      Rent 3

    Affiliate 17

    Alterations 9

    Base
      Year 1

    Basic
      Rental 1

    Brokers 1

    Commencement
      Date 1

    Direct
      Costs 3

    Estimate 5

    Estimate
      Statement 5

    Estimated
      Excess 5

    Event
      of
      Default 20

    Excess 5

    Expiration
      Date 1

    First
      Month's Rent 2

    Force
      Majeure 25

    Hazardous
      Material 26

    Landlord 1

    Laws 26

    Lease 1

    Lease
      Year 2

    Operating
      Costs 4

    Parking
      Passes 2

    Partnership
      Tenant 30

    Permitted
      Use 1

    Premises 1

    Project 1

    Real
      Property 3

    Review
      Period 5

    Security
      Deposit 1

    Square
      Footage 1

    Statement 5

    Tax
      Costs 3

    Tenant 1

    Tenant
      Improvements 9

    Tenant's
      Proportionate Share 1

    Term 1

    Transfer 16

    Transfer
      Premium 16

    Transferee 16

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    

    STANDARD
      OFFICE LEASE

    


    This
      Standard Office Lease ("Lease") is made and entered into as of
      this 13th day of December, 2007, by and between CAMARILLO OFFICE PARTNERS I
      LLC,
      a California limited liability company ("Landlord"), and AURIGA
      LABORATORIES INC., a Delaware corporation
      ("Tenant").

     

    Tenant
      hereby leases from Landlord the premises described as Suite No. 150, as
      designated on the plan attached hereto and incorporated herein as
Exhibit "A" ("Premises"), of the project
      ("Project") whose address is 5284 Adolfo Road, Camarillo,
      California, for the Term and upon the terms and conditions hereinafter set
      forth, and Landlord and Tenant hereby agree as follows:

     

    ARTICLE
      1

     

    


     

    BASIC
      LEASE PROVISIONS

    
      	
              A.Term:

            	
              Thirty-six
                (36) months.

            
	
              Commencement
                Date:

            	
              February
                15, 2008.

            
	
              Expiration
                Date:

            	
              February
                28, 2011

            
	
              B.Premises:

            	
              19,496
                rentable square feet

            
	
              C.Basic
                Rental:

            	 
	
              Period
                of Term

            	
              Annual

              Basic
                Rental

            	
              Monthly

              Basic
                Rental

            	
              Monthly
                Basic Rental

              Per
                Rentable Square Foot

            
	
              February
                15, 2008 – February 29, 2008

            	
              N/A

            	
              $11,000.00

            	
              $1.128

            
	
              March
                1, 2008 – February 28, 2009

            	
              $264,000.00

            	
              $22,000.00

            	
              $1.128

            
	
              March
                1, 2009 – February 28, 2010

            	
              $271,920.00

            	
              $22,660.00

            	
              $1.162

            
	
              March
                1, 2010 – February 28, 2011

            	
              $268,077.60

            	
              $23,339.80

            	
              $1.197

            
	
              D.Base
                Year:

            	
              Calendar
                year 2008. In no event shall Tenant be responsible for any Direct
                Costs
                pass throughs during the initial 12 months of the Term.

            
	
              E.Tenant's
                Proportionate Share:

            	
              53.82%

            
	
              F.Security
                Deposit:

            	
              A
                security deposit of $44,000.00 shall be paid by Tenant to Landlord
                as
                follows: $22,000.00 concurrently with Tenant's execution and delivery
                of
                this Lease to Landlord; an additional $22,000.00 on January 1,
                2008.

            
	
              G.Permitted
                Use:

            	
               

              General
                office use as well as storage distribution and shipping of
                pharmaceutical products.

            
	
              H.Brokers:

            	
              Told
                Partners, Inc. (for Landlord)

              Cresa
                Partners (for Tenant)

            
	
              I.Parking
                Passes:

            	
              Tenant
                shall have the right to use, free of charge during the initial Term,
                up to
                four (4) unreserved parking passes for each 1,000
                rentable square feet of office space and up to two
                (2) unreserved parking passes for each 1,000
                rentable square feet of warehouse space contained in
                the Premises, which equals fifty (50) unreserved parking passes,
                in the
                aggregate.  Tenant's parking passes shall be used by Tenant in
                accordance with the terms provided in Article 23
                hereof.

            
	
              J.Initial
                Installment of Basic Rental:

            	
              The
                Basic Rental due and payable by Tenant for the period of February
                15, 2008
                – February 29, 2008 in the amount of $11,000.00 shall be paid by Tenant
                to
                Landlord on February 15, 2008.

            


    

     

    ARTICLE
      2

     

    


     

    TERM/PREMISES

     

    The
      Term
      of this Lease shall commence on the Commencement Date as set forth in
      Article 1.A. of the Basic Lease Provisions and shall end on the Expiration
      Date set forth in Article 1.A. of the Basic Lease
      Provisions.  For purposes of this Lease, the term "Lease
      Year" shall mean each consecutive twelve (12) month period during the
      Lease Term, with the first Lease Year commencing on the Commencement Date;
      however, (a) if the Commencement Date falls on a day other than the first
      day of a calendar month, the first Lease Year shall end on the last day of
      the
      eleventh (11th)
      month after the Commencement Date and the second (2nd) and each
      succeeding Lease Year shall commence on the first day of the next calendar
      month, and (b) the last Lease Year shall end on the Expiration
      Date.  If Landlord does not deliver possession of the Premises to
      Tenant on or before the anticipated Commencement Date (as set forth in Article
      1.A., above), Landlord shall not be subject to any liability for its failure
      to
      do so, and such failure shall not affect the validity of this Lease nor the
      obligations of Tenant hereunder.  Landlord and Tenant hereby stipulate
      that the Premises contains the number of square feet specified in
      Article 1.B. of the Basic Lease Provisions.  Landlord may deliver
      to Tenant a Commencement Letter in a form substantially similar to that attached
      hereto as Exhibit "C", which Tenant shall execute and return to
      Landlord within five (5) days of receipt thereof.  Failure of Tenant
      to timely execute and deliver the Commencement Letter shall constitute an
      acknowledgment by Tenant that the statements included in such notice are true
      and correct, without exception.

     

    Tenant
      and its employees, agents, contractors and subcontractors may enter into the
      warehouse portion of the Premises as of January 1, 2008 and the office portion
      of the Premises as of January 15, 2008, upon receipt of Landlord's consent,
      solely for the purpose of installing furniture, trade fixtures, telephones,
      computers, photocopy equipment, and other business equipment. Such early entry
      will not advance the Commencement Date so long as Tenant does not commence
      business operations from any part of the Premises. All of the provisions of
      this
      Lease shall apply to Tenant during any early entry, including, without
      limitation, the indemnities set forth in this Lease, but excluding the
      obligation to pay Basic Rental only unless and until Tenant has commenced
      business operations in the Premises (or the Commencement Date has otherwise
      occurred), whereupon Tenant's Basic Rental payment obligations shall immediately
      commence.  If Tenant is granted early entry, Landlord shall not be
      responsible for any loss, including theft, damage or destruction to any work
      or
      material installed or stored by Tenant at the Premises or for any injury to
      Tenant or its agents, employees, contractors, subcontractors, subtenants,
      subtenants, assigns, licensees or invitees. Landlord shall have the right to
      post appropriate notices of non-responsibility and to require Tenant to provide
      Landlord with evidence that Tenant has fulfilled its obligation to provide
      insurance pursuant to the provisions of this Lease.

     

    Tenant
      shall have the non-exclusive right to use in common with other tenants in the
      Project a portion of the Project's lobby area approved by Landlord as Tenant's
      reception area and, in connection therewith, Tenant shall have the right to
      install and operate a reception desk (approved by Landlord), subject to
      Landlord's rules and regulations.  In no event shall Tenant be
      permitted to permanently affix its reception desk to the lobby area. Upon the
      expiration or earlier termination of this Lease, Tenant shall remove all of
      its
      personal property from the Project's lobby area  and repair any damage
      to the Project caused thereby. Tenant's failure to remove its personal property
      from the lobby area by the Expiration Date of the Term shall constitute a
      holding over under this Lease and the terms of Article 5 below shall apply
      with
      respect thereto.

     

    ARTICLE
      3

     

    


     

    RENTAL

     

    (a)           Basic
      Rental.  Tenant agrees to pay to Landlord during the Term hereof,
      at Landlord's office or to such other person or at such other place as directed
      from time to time by written notice to Tenant from Landlord, the initial monthly
      and annual sums as set forth in Article 1.C. of the Basic Lease Provisions,
      payable in advance no later than the first day of each calendar month, without
      demand, setoff or deduction, and in the event this Lease commences or the date
      of expiration of this Lease occurs other than on the first day or last day
      of a
      calendar month, the rent for such month shall be
      prorated.  Notwithstanding the foregoing, the Basic Rental for the
      period February 15, 2008 through February 29, 2008 shall be paid to Landlord
      in
      accordance with Article 1.J. of the Basic Lease Provisions.

     

    (b)           Increase
      in Direct Costs.  The term "Base Year" means the
      calendar year set forth in Article 1.D. of the Basic Lease
      Provisions.  If, in any calendar year during the Term of this Lease,
      the "Direct Costs" (as hereinafter defined) paid or incurred by Landlord shall
      be higher than the Direct Costs for the Base Year, Tenant shall pay an
      additional sum for each such subsequent calendar year equal to the product
      of
      the amount set forth in Article 1.E. of the Basic Lease Provisions
      multiplied by such increased amount of Direct Costs.  In the event
      either the Premises and/or the Project is expanded or reduced, then Tenant's
      Proportionate Share shall be appropriately adjusted, and as to the calendar
      year
      in which such change occurs, Tenant's Proportionate Share for such calendar
      year
      shall be determined on the basis of the number of days during that particular
      calendar year that such Tenant's Proportionate Share was in
      effect.  In the event this Lease shall terminate on any date other
      than the last day of a calendar year, the additional sum payable hereunder
      by
      Tenant during the calendar year in which this Lease terminates shall be prorated
      on the basis of the relationship which the number of days which have elapsed
      from the commencement of said calendar year to and including said date on which
      this Lease terminates bears to three hundred sixty five (365). Any and all
      amounts due and payable by Tenant pursuant to this Lease (other than Basic
      Rental) shall be deemed "Additional Rent" and Landlord shall be
      entitled to exercise the same rights and remedies upon default in these payments
      as Landlord is entitled to exercise with respect to defaults in monthly Basic
      Rental payments.

     

    (c)           Definitions.  As
      used herein the term "Direct Costs" shall mean the sum of the
      following:

     

    (i)           "Tax
      Costs", which shall mean any and all real estate taxes and other
      similar charges on real property or improvements, assessments, water and sewer
      charges, and all other charges assessed, reassessed or levied upon the Project
      and appurtenances thereto and the parking or other facilities thereof, or the
      real property thereunder (collectively, the "Real Property") or
      attributable thereto or on the rents, issues, profits or income received or
      derived therefrom which are assessed, reassessed or levied by the United States,
      the State of California or any local government authority or agency or any
      political subdivision thereof, and shall include Landlord's reasonable legal
      fees, costs and disbursements incurred in connection with proceedings for
      reduction of Tax Costs or any part thereof; provided, however, if at any time
      after the date of this Lease the methods of taxation now prevailing shall be
      altered so that in lieu of or as a supplement to or a substitute for the whole
      or any part of any Tax Costs, there shall be assessed, reassessed or levied
      (a) a tax, assessment, reassessment, levy, imposition or charge wholly or
      partially as a net income, capital or franchise levy or otherwise on the rents,
      issues, profits or income derived therefrom, or (b) a tax, assessment,
      reassessment, levy (including but not limited to any municipal, state or federal
      levy), imposition or charge measured by or based in whole or in part upon the
      Real Property and imposed upon Landlord, then except to the extent such items
      are payable by Tenant under Article 6 below, such taxes, assessments,
      reassessments or levies or the part thereof so measured or based, shall be
      deemed to be included in the term "Direct Costs."  In no event shall
      Tax Costs included in Direct Costs for any year subsequent to the Base Year
      be
      less than the amount of Tax Costs included in Direct Costs for the Base
      Year.  In addition, when calculating Tax Costs for the Base Year,
      special assessments shall only be deemed included in Tax Costs for the Base
      Year
      to the extent that such special assessments are included in Tax Costs for the
      applicable subsequent calendar year during the Term.

     

    (ii)           "Operating
      Costs", which shall mean all costs and expenses incurred by Landlord in
      connection with the maintenance, operation, replacement, ownership and repair
      of
      the Project, including, but not limited to, salaries, wages, medical, and other
      taxes and benefits for all persons who perform duties connected with the
      operation, maintenance and repair of the Project; a reasonable allowance for
      depreciation of the cost of acquiring or the rental expense of personal property
      used in the maintenance, operation and repair of the Project; accountant's
      fees,
      legal fees, real estate tax consulting fees, personal property taxes on property
      used in the maintenance and operation of the Project; fees, costs, expenses
      or
      dues payable pursuant to the terms of any covenants, conditions or restrictions
      or owners' association pertaining to the Project; capital expenditures incurred
      to effect economies of operation of, or stability of services to, the Project
      and capital expenditures required by government regulations, laws, or ordinances
      including, but not limited to the American with Disabilities Act; costs incurred
      (capital or otherwise) on a regular recurring basis every three (3) or more
      years for certain maintenance projects (e.g., parking lot slurry coat or
      replacement of lobby and elevator cab carpeting the cost of all charges for
      electricity, gas, water and other utilities furnished to the Project, including
      any taxes thereon; charges for insurance for the Project carried by Landlord;
      the cost of all building and cleaning supplies and materials; the cost of all
      charges for cleaning, maintenance and service contracts and other services
      with
      independent contractors and administration fees; a property management fee
      (which fee shall not exceed 5% of gross revenues at the Project and may be
      imputed if Landlord has internalized management or otherwise acts as its own
      property manager) and license, permit and inspection fees relating to the
      Project.  In the event, during any calendar year, the Project is less
      than ninety-five percent (95%) occupied at all times, Operating Costs shall
      be
      adjusted to reflect the Operating Costs of the Project as though ninety-five
      percent (95%) were occupied at all times, and the increase or decrease in the
      sums owed hereunder shall be based upon such Operating Costs as so adjusted.
      In
      no event shall costs for any item of utilities included in Direct Costs for
      any
      year subsequent to the Base Year be less than the amount included in Direct
      Costs for the Base Year for such utility item. Notwithstanding anything to
      the
      contrary set forth in this Article 3, when calculating Operating Costs for
      the Base Year, unless Operating Costs for the applicable subsequent calendar
      year include the applicable following items, Operating Costs shall exclude
      (a) market-wide labor-rate increases due to extraordinary circumstances
      including, but not limited to, boycotts and strikes, (b) utility rate
      increases due to extraordinary circumstances including, but not limited to,
      conservation surcharges, boycotts, embargoes or other shortages, and
      (c) amortization of any capital items including, but not limited to,
      capital improvements, capital repairs and capital replacements (including such
      amortized costs where the actual improvement, repair or replacement was made
      in
      prior years).

     

    Additionally,
      notwithstanding any contrary provision contained in this Lease, in no event
      shall Tenant's Proportionate Share of Direct Controllable Costs (as defined
      below) for any calendar year exceed one hundred five percent (105%), calculated
      on a cumulative and compounded basis, of Tenant's Proportionate Share of Direct
      Controllable Costs for the immediately preceding calendar
      year.  "Direct Controllable Costs" shall mean all Operating Costs,
      except for the following:  (A) the cost of all charges for
      electricity, gas, water and other utilities furnished to the Project, including
      any taxes thereon, (B) expenses incurred by Landlord in connection with the
      Project for all labor, including, but not limited to, salaries, wages, medical,
      surgical and general welfare benefits and pension payments, payroll taxes,
      fringe benefits, employment taxes, workers' compensation, uniforms and dry
      cleaning thereof for all persons who perform duties connected with the
      operation, maintenance and repair of the Project, (C) the cost of all charges
      for fire and extended coverage, liability and all other insurance for the
      Project carried by Landlord, and (D) costs incurred in connection with upgrading
      the Premises or Project to comply with disability, life, seismic, fire and
      safety codes, ordinances, statutes, or other laws.

     

    (d)           Determination
      of Payment.

     

    (i)           If
      for any calendar year ending or commencing within the Term, Tenant's
      Proportionate Share of Direct Costs for such calendar year exceeds Tenant's
      Proportionate Share of Direct Costs for the Base Year, then Tenant shall pay
      to
      Landlord, in the manner set forth in Sections 3(d)(ii) and (iii), below,
      and as Additional Rent, an amount equal to the excess (the
      "Excess").

     

    (ii)           Landlord
      shall give Tenant a yearly expense estimate statement (the "Estimate
      Statement") which shall set forth Landlord's reasonable estimate (the
      "Estimate") of what the total amount of Direct Costs for the
      then-current calendar year shall be and the estimated Excess (the
      "Estimated Excess") as calculated by comparing Tenant's
      Proportionate Share of Direct Costs for such calendar year, which shall be
      based
      upon the Estimate, to Tenant's Proportionate Share of Direct Costs for the
      Base
      Year.  The failure of Landlord to timely furnish the Estimate
      Statement for any calendar year shall not preclude Landlord from subsequently
      enforcing its rights to collect any Estimated Excess under this Article 3,
      once such Estimated Excess has been determined by Landlord.  If
      pursuant to the Estimate Statement an Estimated Excess is calculated for the
      then-current calendar year, Tenant shall pay, with its next installment of
      monthly Basic Rental due, a fraction of the Estimated Excess for the
      then-current calendar year (reduced by any amounts paid pursuant to the last
      sentence of this Section 3(d)(ii)).  Such fraction shall have as
      its numerator the number of months which have elapsed in such current calendar
      year to the month of such payment, both months inclusive, and shall have twelve
      (12) as its denominator.  Until a new Estimate Statement is furnished,
      Tenant shall pay monthly, with the monthly Basic Rental installments, an amount
      equal to one-twelfth (1/12) of the total Estimated Excess set forth in the
      previous Estimate Statement delivered by Landlord to Tenant.

     

    (iii)           In
      addition, Landlord shall endeavor to give to Tenant as soon as reasonably
      practicable following the end of each calendar year, a statement (the
      "Statement") which shall state the Direct Costs incurred or
      accrued for such preceding calendar year, and which shall indicate the amount,
      if any, of the Excess.  Upon receipt of the Statement for each
      calendar year during the Term, if amounts paid by Tenant as Estimated Excess
      are
      less than the actual Excess as specified on the Statement, Tenant shall pay,
      with its next installment of monthly Basic Rental due, the full amount of the
      Excess for such calendar year, less the amounts, if any, paid during such
      calendar year as Estimated Excess.  If, however, the Statement
      indicates that amounts paid by Tenant as Estimated Excess are greater than
      the
      actual Excess as specified on the Statement, such overpayment shall be credited
      against Tenant's next installments of Estimated Excess.  The failure
      of Landlord to timely furnish the Statement for any calendar year shall not
      prejudice Landlord from enforcing its rights under this Article 3, once
      such Statement has been delivered.  Even though the Term has expired
      and Tenant has vacated the Premises, when the final determination is made of
      Tenant's Proportionate Share of the Direct Costs for the calendar year in which
      this Lease terminates, if an Excess is present, Tenant shall immediately pay
      to
      Landlord an amount as calculated pursuant to the provisions of this
      Article 3(d).  The provisions of this Section 3(d)(iii)
      shall survive the expiration or earlier termination of the Term.

     

    (iv)           Within
      one hundred twenty (120) days after receipt of a Statement by Tenant
      ("Review Period"), if Tenant disputes the amount set forth in
      the Statement, Tenant's employees or an independent certified public accountant
      (which accountant is a member of a nationally or regionally recognized
      accounting firm and is hired on a non-contingency fee basis), designated by
      Tenant, may, after reasonable notice to Landlord and at reasonable times,
      inspect Landlord's records at Landlord's offices, provided that Tenant is not
      then in default after expiration of all applicable cure periods of any
      obligation under this Lease (including, but not limited to, the payment of
      the
      amount in dispute) and provided further that Tenant and such accountant or
      representative shall, and each of them shall use their commercially reasonable
      efforts to cause their respective agents and employees to, maintain all
      information contained in Landlord's records in strict
      confidence.  Notwithstanding the foregoing, Tenant shall only have the
      right to review Landlord's records one (1) time during any twelve (12) month
      period.  Tenant's failure to dispute the amounts set forth in any
      Statement within the Review Period shall be deemed to be Tenant's approval
      of
      such Statement and Tenant, thereafter, waives the right or ability to dispute
      the amounts set forth in such Statement.  If after such inspection,
      but within thirty (30) days after the Review Period, Tenant notifies Landlord
      in
      writing that Tenant still disputes such amounts, a certification as to the
      proper amount shall be made in accordance with Landlord's standard accounting
      practices, at Tenant's expense, by an independent certified public accountant
      selected by Landlord and who is a member of a nationally or regionally
      recognized accounting firm, which certification shall be binding upon Landlord
      and Tenant.  Landlord shall cooperate in good faith with Tenant and
      the accountant to show Tenant and the accountant the information upon which
      the
      certification is to be based.  However, if such certification by the
      accountant proves that the Direct Costs set forth in the Statement were
      overstated by more than five percent (5%), then the cost of the accountant
      and
      the cost of such certification shall be paid for by
      Landlord.  Promptly following the parties receipt of such
      certification, the parties shall make such appropriate payments or
      reimbursements, as the case may be, to each other, as are determined to be
      owing
      pursuant to such certification.  Tenant agrees that this section shall
      be the sole method to be used by Tenant to dispute the amount of any Direct
      Costs payable by Tenant pursuant to the terms of this Lease, and Tenant hereby
      waives any other rights at law or in equity relating thereto.

     

    (v)           If
      the Project is a part of a multi-building development (the
      "Development"), those Direct Costs attributable to such
      development as a whole (and not attributable solely to any individual building
      therein) shall be allocated by Landlord to the Project and to the other
      buildings within such development on an equitable basis.

     

    
      	
               

            	
              (e)

            	
              Tenant's
                Payment of Certain Tax Costs

            


    

    .  In
      the event that, after the Commencement Date, during the first twelve (12) months
      of the initial Term only (and not any extension or renewal of the initial Term),
      the Project is reassessed (the "Reassessment") for real estate
      tax purposes by the appropriate governmental authority pursuant to the terms
      of
      Proposition 13, then the terms of this Section 3(e) shall apply to such
      Reassessment of the Project.

    


    (i)            The
      Tax Increase.  For purposes of this Section 3(e), the term
      "Tax Increase" shall mean that portion of Tax Costs, as
      calculated immediately following the Reassessment, which is attributable solely
      to the Reassessment.  Accordingly, the term "Tax Increase" shall not
      include any portion of Tax Costs which (A) is attributable to the initial
      assessment of the value of the Real Property or the Project, the base, shell
      and
      core of the Project or the tenant improvements located in the Project,
      (B) is attributable to assessments which were pending immediately prior to
      the Reassessment which assessments were conducted during, and included in,
      such
      Reassessment, or which assessments were otherwise rendered unnecessary following
      the Reassessment, or (C) is attributable to the annual inflationary
      increase of real estate taxes (currently two percent (2.0%) per
      annum).

    


    (ii)            Protection.  During
      the first twelve (12) months of the initial Term only (and not any extension
      or
      renewal thereof), Tenant shall not be obligated to pay any portion of the Tax
      Increase.

    


    (iii)            Landlord's
      Right to Purchase the Proposition 13 Protection Amount.  The
      amount of Tax Costs which Tenant is not obligated to pay or will not be
      obligated to pay during the Term in connection with a Reassessment pursuant
      to
      the terms of this Section 3(e) shall be sometimes referred to hereafter as
      a "Proposition 13 Protection Amount".  If the occurrence of a
      Reassessment is reasonably foreseeable by Landlord and the Proposition 13
      Protection Amount attributable to such Reassessment can be reasonably quantified
      or estimated for each calendar year commencing with the year in which the
      Reassessment will occur, the terms of this Section 3(e)(iii) shall apply to
      each such Reassessment.  Upon notice to Tenant, Landlord shall have
      the right (but not the obligation) to purchase the Proposition 13
      Protection Amount relating to the Reassessment, at any time during the Term,
      by
      paying to Tenant an amount equal to the "Proposition 13 Purchase Price", as
      that term is defined below.  As used herein,
      "Proposition 13 Purchase Price" shall mean the present
      value of the Proposition 13 Protection Amount remaining during the Term, as
      of the date of payment of the Proposition 13 Purchase Price by
      Landlord.  Such present value shall be calculated (i) by using
      the portion of the Proposition 13 Protection Amount attributable to each
      remaining year of the Term (as though the portion of such Proposition 13
      Protection Amount benefited Tenant at the end of each Lease Year), as the
      amounts to be discounted, and (ii) by using discount rates for each amount
      to be discounted equal to (A) the average rates of yield for United States
      Treasury Obligations with maturity dates as close as reasonably possible to
      the
      end of each Lease Year during which the portions of the Proposition 13
      Protection Amount would have benefited Tenant, which rates shall be those in
      effect as of Landlord’s exercise of its right to purchase as set forth in this
      subsection (iii), plus (B) two percent (2%) per annum.  Upon such
      payment of the Proposition 13 Purchase Price, the provisions of
      Section 3(e)(ii) of this Lease shall not apply to any Tax Increase
      attributable to the Applicable Reassessment and Tenant shall have no further
      protection whatsoever under this Section 3(e).  Since Landlord will be
      estimating the Proposition 13 Purchase Price because a Reassessment has not
      yet occurred, then when such Reassessment occurs, if Landlord has underestimated
      the Proposition 13 Purchase Price, Tenant's Basic Rental next due shall be
      credited with the amount of such underestimation, and if Landlord overestimates
      the Proposition 13 Purchase Price, then Tenant shall pay the amount of the
      overestimation to Landlord within thirty (30) days after demand.

     

    ARTICLE
      4

     

    


     

    SECURITY
      DEPOSIT

     

    Tenant
      shall deposit with Landlord the sum set forth in Article 1.F. of the Basic
      Lease Provisions as security for the full and faithful performance of every
      provision of this Lease to be performed by Tenant in accordance with the terms
      of such Article 1.F.  If Tenant breaches any provision of this Lease,
      including but not limited to the payment of rent, Landlord may use all or any
      part of this security deposit for the payment of any rent or any other sums
      in
      default, or to compensate Landlord for any other loss or damage which Landlord
      may suffer by reason of Tenant's default.  If any portion of said
      deposit is so used or applied, Tenant shall, within five (5) days after written
      demand therefor, deposit cash with Landlord in an amount sufficient to restore
      the security deposit to its full amount.  Tenant agrees that Landlord
      shall not be required to keep the security deposit in trust, segregate it or
      keep it separate from Landlord's general funds, but Landlord may commingle
      the
      security deposit with its general funds and Tenant shall not be entitled to
      interest on such deposit.  At the expiration of the Lease Term, and
      provided there exists no default by Tenant hereunder, the security deposit
      or
      any balance thereof shall be returned to Tenant (or, at Landlord's option,
      to
      Tenant's "Transferee," as such term is defined in Article 15 below), provided
      that subsequent to the expiration of this Lease, Landlord may retain from said
      security deposit (i) an amount reasonably estimated by Landlord to cover
      potential Direct Cost reconciliation payments due with respect to the calendar
      year in which this Lease terminates or expires (such amount so retained shall
      not, in any event, exceed ten percent (10%) of estimated Direct Cost payments
      due from Tenant for such calendar year through the date of expiration or earlier
      termination of this Lease and any amounts so retained and not applied to such
      reconciliation shall be returned to Tenant within thirty (30) days after
      Landlord's delivery of the Statement for such calendar year), (ii) any and
      all amounts reasonably estimated by Landlord to cover the anticipated costs
      to
      be incurred by Landlord to remove any signage provided to Tenant under this
      Lease, to remove cabling and other items required to be removed by Tenant under
      Article 29(b) below and to repair any damage caused by such removal (in which
      case any excess amount so retained by Landlord shall be returned to Tenant
      within thirty (30) days after such removal and repair), and (iii) any and
      all amounts permitted by law or this Article 4.  Tenant hereby waives
      the provisions of Section 1950.7 of the California Civil Code and all other
      provisions of law, now or hereafter in effect, which provide that Landlord
      may
      claim from a security deposit only those sums reasonably necessary to remedy
      defaults in the payment of rent, to repair damage caused by Tenant or to clean
      the Premises, it being agreed that Landlord may, in addition, claim those sums
      specified in this Article 4 above and/or those sums reasonably necessary to
      compensate Landlord for any other loss or damage, foreseeable or unforeseeable,
      caused by the acts or omissions of Tenant or any officer, employee, agent,
      contractor or invitee of Tenant.

     

    ARTICLE
      5

     

    


     

    HOLDING
      OVER

     

    Should
      Tenant, without Landlord's written consent, hold over after termination of
      this
      Lease, Tenant shall become a tenant at sufferance upon each and all of the
      terms
      herein provided as may be applicable to such a tenancy and any such holding
      over
      shall not constitute an extension of this Lease.  During such holding
      over, Tenant shall pay in advance, monthly, Basic Rental at a rate equal to
      one
      hundred fifty percent (150%) of the rate in effect for the last month of the
      Term of this Lease, in addition to, and not in lieu of, all other payments
      required to be made by Tenant hereunder including but not limited to Tenant's
      Proportionate Share of any increase in Direct Costs.  Nothing
      contained in this Article 5 shall be construed as consent by Landlord to
      any holding over of the Premises by Tenant, and Landlord expressly reserves
      the
      right to require Tenant to surrender possession of the Premises to Landlord
      as
      provided in this Lease upon the expiration or earlier termination of the
      Term.  If Tenant fails to surrender the Premises upon the expiration
      or termination of this Lease, Tenant agrees to indemnify, defend and hold
      Landlord harmless from all costs, loss, expense or liability, including without
      limitation, claims made by any succeeding tenant and real estate brokers claims
      and attorney's fees and costs.

     

    ARTICLE
      6

     

    


     

    OTHER
      TAXES

     

    Tenant
      shall pay, prior to delinquency, all taxes assessed against or levied upon
      trade
      fixtures, furnishings, equipment and all other personal property of Tenant
      located in the Premises.  In the event any or all of Tenant's trade
      fixtures, furnishings, equipment and other personal property shall be assessed
      and taxed with property of Landlord, or if the cost or value of any leasehold
      improvements in the Premises exceeds the cost or value of a Project-standard
      buildout as determined by Landlord and, as a result, real property taxes for
      the
      Project are increased, Tenant shall pay to Landlord, within ten (10) days after
      delivery to Tenant by Landlord of a written statement setting forth such amount,
      the amount of such taxes applicable to Tenant's property or above-standard
      improvements.  Tenant shall assume and pay to Landlord at the time
      Basic Rental next becomes due (or if assessed after the expiration of the Term,
      then within ten (10) days), any excise, sales, use, rent, occupancy, garage,
      parking, gross receipts or other taxes (other than net income taxes) which
      may
      be assessed against or levied upon Landlord on account of the letting of the
      Premises or the payment of Basic Rental or any other sums due or payable
      hereunder, and which Landlord may be required to pay or collect under any law
      now in effect or hereafter enacted.  In addition to Tenant’s
      obligation pursuant to the immediately preceding sentence, Tenant shall pay
      directly to the party or entity entitled thereto all business license fees,
      gross receipts taxes and similar taxes and impositions which may from time
      to
      time be assessed against or levied upon Tenant, as and when the same become
      due
      and before delinquency.  Notwithstanding anything to the contrary
      contained herein, any sums payable by Tenant under this Article 6 shall not
      be included in the computation of "Tax Costs."

     

    ARTICLE
      7

     

    


     

    USE

     

    Tenant
      shall use and occupy the Premises only for the use set forth in
      Article 1.G. of the Basic Lease Provisions and shall not use or occupy the
      Premises or permit the same to be used or occupied for any other purpose without
      the prior written consent of Landlord, which consent may be given or withheld
      in
      Landlord's sole and absolute discretion, and Tenant agrees that it will use
      the
      Premises in such a manner so as not to interfere with or infringe upon the
      rights of other tenants or occupants in the Project.  Tenant shall, at
      its sole cost and expense, promptly comply with all laws, statutes, ordinances,
      governmental regulations or requirements now in force or which may hereafter
      be
      in force relating to or affecting (i) the condition, use or occupancy of
      the Premises or the Project (excluding structural changes to the Project not
      related to Tenant's particular use of the Premises), and (ii) improvements
      installed or constructed in the Premises by or for the benefit of
      Tenant.  Tenant shall not place a load upon the floor of the Premises
      which exceeds the load per square foot which such floor was designed to carry
      and which is allowed by law.  Tenant shall not do or permit to be done
      anything which would invalidate or increase the cost of any fire and extended
      coverage insurance policy covering the Project and/or the property located
      therein and Tenant shall comply with all rules, orders, regulations and
      requirements of any organization which sets out standards, requirements or
      recommendations commonly referred to by major fire insurance underwriters,
      and
      Tenant shall promptly upon demand reimburse Landlord for any additional premium
      charges for any such insurance policy assessed or increased by reason of
      Tenant's failure to comply with the provisions of this Article.

     

    ARTICLE
      8

     

    


     

    CONDITION
      OF PREMISES

     

    Tenant
      hereby agrees that the Premises shall be taken "as is", "with all faults",
      "without any representations or warranties", and Tenant hereby agrees and
      warrants that it has investigated and inspected the condition of the Premises
      and the suitability of same for Tenant's purposes, and Tenant does hereby waive
      and disclaim any objection to, cause of action based upon, or claim that its
      obligations hereunder should be reduced or limited because of the condition
      of
      the Premises or the Project or the suitability of same for Tenant's
      purposes.  Tenant acknowledges that neither Landlord nor any agent nor
      any employee of Landlord has made any representations or warranty with respect
      to the Premises or the Project or with respect to the suitability of either
      for
      the conduct of Tenant's business and Tenant expressly warrants and represents
      that Tenant has relied solely on its own investigation and inspection of the
      Premises and the Project in its decision to enter into this Lease and let the
      Premises in the above-described condition.  The Premises shall be
      initially improved as provided in, and subject to, the terms and conditions
      of
      the immediately following paragraph.  The existing leasehold
      improvements in the Premises as of the date of this Lease, together with the
      Improvements (as defined below) may be collectively referred to herein as the
      "Tenant Improvements."  The taking of possession of
      the Premises by Tenant shall conclusively establish that the Premises and the
      Project were at such time in satisfactory condition.  Tenant hereby
      waives subsection 1 of Section 1932 and Sections 1941 and 1942 of the Civil
      Code
      of California or any successor provision of law.

     

    Notwithstanding
      the foregoing, Landlord agrees to deliver the Premises to Tenant with the
      electrical outlets, plumbing and HVAC system serving the Premises in good
      working order and condition.

     

    ARTICLE
      9

     

    


     

    REPAIRS
      AND ALTERATIONS

     

    (a)           Landlord's
      Obligation. Landlord shall maintain the structural
      portions of the Project, including the foundation, floor/ceiling slabs, roof,
      curtain wall, exterior glass, columns, beams, shafts, stairs, stairwells,
      elevator cabs and common areas, and shall also maintain and repair the base
      building mechanical, electrical, life safety, plumbing, sprinkler systems and
      heating, ventilating and air-conditioning systems.

     

    (b)           Tenant's
      Obligation. Except as expressly provided as Landlord's
      obligation in this Article 9, Tenant shall keep the Premises in good
      condition and repair.  All damage or injury to the Premises or the
      Project resulting from the act or negligence of Tenant, its employees, agents
      or
      visitors, guests, invitees or licensees, or by the use of the Premises, shall
      be
      promptly repaired by Tenant at its sole cost and expense, to the satisfaction
      of
      Landlord; provided, however, that for damage to the Project as a result of
      casualty or for any repairs that may impact the mechanical, electrical,
      plumbing, heating, ventilation or air-conditioning systems of the Project,
      Landlord shall have the right (but not the obligation) to select the contractor
      and oversee all such repairs.  Landlord may make any repairs which are
      not promptly made by Tenant after Tenant's receipt of written notice and the
      reasonable opportunity of Tenant to make said repair within five (5) business
      days from receipt of said written notice, and charge Tenant for the cost
      thereof, which cost shall be paid by Tenant within five (5) days from invoice
      from Landlord.  Tenant shall be responsible for the design and
      function of all non-standard improvements of the Premises, whether or not
      installed by Landlord at Tenant's request.  Tenant waives all rights
      to make repairs at the expense of Landlord, or to deduct the cost thereof from
      the rent.

     

    (c)           Alterations. Tenant
      shall make no alterations, installations, changes or additions in or to the
      Premises or the Project (collectively, "Alterations") without
      Landlord's prior written consent, not to be unreasonably withheld or delayed,
      except that Landlord's consent may be withheld in its sole and absolute
      discretion with respect to Alterations that may affect the Project structure,
      systems, equipment and/or exterior.  Notwithstanding the foregoing,
      Tenant may make strictly cosmetic changes to the finish work in the Premises,
      not including any changes affecting the Project structure, appearance, or
      systems and equipment, without Landlord's consent, provided that the aggregate
      cost of any such changes does not exceed Ten Thousand Dollars ($10,000.00)
      in
      any twelve (12) month period, and such changes do not require any substantial
      modifications to the Premises.  Tenant shall give Landlord at least
      ten (10) days prior notice of such cosmetic Alterations, which notice shall
      be
      accompanied by reasonably adequate evidence that such changes meet the criteria
      contained in this Article 9.  Any Alterations approved by Landlord
      must be performed in accordance with the terms hereof, using only contractors
      or
      mechanics approved by Landlord in writing and upon the approval by Landlord
      in
      writing of fully detailed and dimensioned plans and specifications pertaining
      to
      the Alterations in question, to be prepared and submitted by Tenant at its
      sole
      cost and expense.  Tenant shall at its sole cost and expense obtain
      all necessary approvals and permits pertaining to any Alterations approved
      by
      Landlord.  Tenant shall cause all Alterations to be performed in a
      good and workmanlike manner, in conformance with all applicable federal, state,
      county and municipal laws, rules and regulations, pursuant to a valid building
      permit, and in conformance with Landlord's construction rules and
      regulations.  If Landlord, in approving any Alterations, specifies a
      commencement date therefor, Tenant shall not commence any work with respect
      to
      such Alterations prior to such date.  Tenant hereby agrees to
      indemnify, defend, and  hold Landlord free and harmless from all liens
      and claims of lien, and all other liability, claims and demands arising out
      of
      any work done or material supplied to the Premises by or at the request of
      Tenant in connection with any Alterations.

     

    (d)           Insurance;
      Liens.  Prior to the commencement of any Alterations, Tenant shall
      provide Landlord with evidence that Tenant carries "Builder's All Risk"
      insurance in an amount approved by Landlord covering the construction of such
      Alterations, and such other insurance as Landlord may reasonably require, it
      being understood that all such Alterations shall be insured by Tenant pursuant
      to Article 14 of this Lease immediately upon completion
      thereof.  In addition, Landlord may, in its discretion, require Tenant
      to obtain a lien and completion bond or some alternate form of security
      satisfactory to Landlord in an amount sufficient to ensure the lien free
      completion of such Alterations and naming Landlord as a co-obligee.

     

    (e)           Costs
      and Fees; Removal.  If permitted Alterations are made, they shall
      be made at Tenant's sole cost and expense and shall be and become the property
      of Landlord, except that Landlord may, by written notice to Tenant given prior
      to the end of the Term, require Tenant at Tenant's expense to remove all
      partitions, counters, railings, cabling and other Alterations installed by
      Tenant, and to repair any damage to the Premises and the Project caused by
      such
      removal.  Any and all costs attributable to or related to the
      applicable building codes of the city in which the Project is located (or any
      other authority having jurisdiction over the Project) arising from Tenant's
      plans, specifications, improvements, Alterations or otherwise shall be paid
      by
      Tenant at its sole cost and expense. Notwithstanding any contrary provision
      contained in this Lease, provided that Tenant repairs any damage caused by
      such
      removal, at Tenant's sole cost and expense, Tenant shall have the right to
      remove Tenant's personal property, fixtures and equipment from the Premises
      upon
      the expiration or earlier termination of this Lease, even if such items are
      affixed to the Premises.  The construction of initial improvements to
      the Premises shall be governed by the terms of the Tenant Work Letter and not
      the terms of this Article 9.

     

    (f)           Security
      System.  Landlord hereby grants Tenant the right, at Tenant's cost
      and expense, install a security system in the Premises ("Tenant's
      Security System") which serves the Premises only; provided, however, if
      Tenant's Security System ties into the Project's security system, Tenant shall
      coordinate the installation and operation of Tenant's Security System with
      Landlord to assure that Tenant's Security System is compatible with the
      Project's security system and the other systems and equipment of the
      Project.  Tenant may install any security system selected by Tenant
      provided that such Tenant's Security System (i) does not create an adverse
      effect on the structural integrity of the Project, (ii) is in compliance with
      applicable governmental laws, rules, and regulations, (iii) does not create
      an
      adverse effect on the Project's systems or equipment, (iv) does not unreasonably
      interfere with the normal and customary office operations of any other tenant
      of
      the Project or (v) does not adversely effect Landlord's ability to operate
      the
      Project including the security system of the Project.  If any of the
      conditions set forth in items (i) through (v), above, are not satisfied, then
      Tenant shall not be permitted to install or operate Tenant's Security
      System.  Tenant shall be solely responsible, at Tenant's sole cost and
      expense, for the installation, monitoring, operation and removal of Tenant's
      Security System.  Tenant shall provide Landlord with any information
      reasonably required regarding Tenant's Security System so that, except for
      any
      portion of the Premises with restricted access as required by applicable
      governmental laws, rules or regulations (including, without limitation, any
      vault located within the Premises), the Project janitorial staff may enter
      the
      Premises for the purpose of cleaning the Premises and so that Landlord may
      have
      access to the Premises in the event of an emergency.  Tenant shall, at
      Tenant's sole cost and expense, remove Tenant's Security System upon the
      expiration or earlier termination of this Lease and repair any damage resulting
      from such removal.

     

    (g)           Secured
      Area.  Notwithstanding any contrary provision contained in this
      Lease, Tenant shall be entitled, during the Term, to designate a reasonable
      portion of the Premises as a "Secured Area" and to install door locks or other
      access control systems as necessary to secure such Secured Area, provided that
      Tenant gives Landlord prior written notice of Tenant's designation of such
      Secured Area and that such Secured Area shall be used by Tenant solely for
      the
      purpose of securing certain valuable property or confidential
      information.  Tenant hereby agrees and acknowledges that Landlord
      shall have no obligation to perform janitorial services in such Secured Area
      unless Tenant provides Landlord a written request for same and provides Landlord
      with access to such Secured Area (by providing Landlord a key or other device,
      by scheduling Landlord's entry with an escort or otherwise at times designated
      by Landlord).  Landlord shall have the right to use reasonable force
      to gain access to such Secured Area in the case of emergency and Landlord shall
      have no liability whatsoever to Tenant in connection
      therewith.  Landlord and Tenant hereby agree and acknowledge that,
      except as provided in the immediately preceding sentence, Landlord shall enter
      such Secured Area only upon one (1) business days' prior notice to Tenant and
      only after providing Tenant with the opportunity to have a representative of
      Tenant present as an escort.  Landlord and Tenant hereby agree to use
      commercially reasonable efforts to schedule any such entries into the Secured
      Area by Landlord at times that are mutually convenient to both Landlord and
      Tenant, taking into consideration the nature of Tenant's operations in the
      Premises.  Tenant agrees that Tenant shall be responsible, at its sole
      cost and expense, for complying with all applicable laws regarding such Secured
      Area and that such Secured Area is subject to the indemnification provisions
      of
      Article 13 below.

     

    ARTICLE
      10

     

    


     

    LIENS

     

    Tenant
      shall keep the Premises and the Project free from any mechanics' liens, vendors
      liens or any other liens arising out of any work performed, materials furnished
      or obligations incurred by Tenant, and Tenant agrees to defend, indemnify and
      hold Landlord harmless from and against any such lien or claim or action
      thereon, together with costs of suit and reasonable attorneys' fees and costs
      incurred by Landlord in connection with any such claim or
      action.  Before commencing any work of alteration, addition or
      improvement to the Premises, Tenant shall give Landlord at least ten (10)
      business days' written notice of the proposed commencement of such work (to
      afford Landlord an opportunity to post appropriate notices of
      non-responsibility).  In the event that there shall be recorded
      against the Premises or the Project or the property of which the Premises is
      a
      part any claim or lien arising out of any such work performed, materials
      furnished or obligations incurred by Tenant and such claim or lien shall not
      be
      removed or discharged within ten (10) days of filing, Landlord shall have the
      right but not the obligation to pay and discharge said lien without regard
      to
      whether such lien shall be lawful or correct, or to require that Tenant promptly
      deposit with Landlord in cash, lawful money of the United States, one hundred
      fifty percent (150%) of the amount of such claim, which sum may be retained
      by
      Landlord until such claim shall have been removed of record or until judgment
      shall have been rendered on such claim and such judgment shall have become
      final, at which time Landlord shall have the right to apply such deposit in
      discharge of the judgment on said claim and any costs, including attorneys'
      fees
      and costs incurred by Landlord, and shall remit the balance thereof to
      Tenant.

     

    ARTICLE
      11

     

    


     

    PROJECT
      SERVICES

     

    (a)           Basic
      Services. Landlord agrees to furnish to the Premises,
      at a cost to be included in Operating Costs, from 8:00 a.m. to
      6:00 p.m. Mondays through Fridays and 9:00 a.m. to 1:00 p.m. on Saturdays,
      excepting local and national holidays, air conditioning and heat all in such
      reasonable quantities as in the judgment of Landlord is reasonably necessary
      for
      the comfortable occupancy of the Premises.  In addition, Landlord
      shall provide electric current for normal lighting and normal office machines,
      elevator service and water on the same floor as the Premises for lavatory and
      drinking purposes in such reasonable quantities as in the judgment of Landlord
      is reasonably necessary for general office use and in compliance with applicable
      codes.  Janitorial and maintenance services shall be furnished five
      (5) days per week, excepting local and national holidays.  Tenant
      shall comply with all rules and regulations which Landlord may establish for
      the
      proper functioning and protection of the common area air conditioning, heating,
      elevator, electrical, intrabuilding cabling and wiring and plumbing
      systems.  Landlord shall not be liable for, and there shall be no rent
      abatement as a result of, any stoppage, reduction or interruption of any such
      services caused by governmental rules, regulations or ordinances, riot, strike,
      labor disputes, breakdowns, accidents, necessary repairs or other
      cause.  Except as specifically provided in this Article 11,
      Tenant agrees to pay for all utilities and other services utilized by Tenant
      and
      any additional building services furnished to Tenant which are not uniformly
      furnished to all tenants of the Project, at the rate generally charged by
      Landlord to tenants of the Project for such utilities or services.

     

    (b)           Excess
      Usage. Tenant will not, without the prior written
      consent of Landlord, use any apparatus or device in the Premises which will
      in
      any way increase the amount of electricity or water usually furnished or
      supplied for use of the Premises as general office space; nor connect any
      apparatus, machine or device with water pipes or electric current (except
      through existing electrical outlets in the Premises), for the purpose of using
      electric current or water.

     

    (c)           Additional
      Electrical Service. If Tenant shall require electric
      current in excess of that which Landlord is obligated to furnish under
      Article 11(a) above, Tenant shall first obtain the written consent of
      Landlord, which Landlord may refuse in its sole and absolute
      discretion.  Additionally, Landlord may cause an electric current
      meter or submeter to be installed in or about the Premises to measure the amount
      of any such excess electric current consumed by Tenant in the
      Premises.  The cost of any such meter and of installation, maintenance
      and repair thereof shall be paid for by Tenant and Tenant agrees to pay to
      Landlord, promptly upon demand therefor by Landlord, for all such excess
      electric current consumed by any such use as shown by said meter at the rates
      charged for such service by the city in which the Project is located or the
      local public utility, as the case may be, furnishing the same, plus any
      additional expense incurred by Landlord in keeping account of the electric
      current so consumed.

     

    (d)           HVAC
      Balance. If any lights, machines or equipment
      (including but not limited to computers and computer systems and appurtenances)
      are used by Tenant in the Premises which materially affect the temperature
      otherwise maintained by the air conditioning system, or generate substantially
      more heat in the Premises than would be generated by the building standard
      lights and usual office equipment, Landlord shall have the right to install
      any
      machinery and equipment which Landlord reasonably deems necessary to restore
      temperature balance, including but not limited to modifications to the standard
      air conditioning equipment, and the cost thereof, including the cost of
      installation and any additional cost of operation and maintenance occasioned
      thereby, shall be paid by Tenant to Landlord upon demand by
      Landlord.

     

    (e)           Telecommunications. Upon
      request from Tenant from time to time, Landlord will provide Tenant with a
      listing of telecommunications and media service providers serving the Project,
      and Tenant shall have the right to contract directly with the providers of
      its
      choice.  If Tenant wishes to contract with or obtain service from any
      provider which does not currently serve the Project or wishes to obtain from
      an
      existing carrier services which will require the installation of additional
      equipment, such provider must, prior to providing service, enter into a written
      agreement with Landlord setting forth the terms and conditions of the access
      to
      be granted to such provider.  In considering the installation of any
      new or additional telecommunications cabling or equipment at the Project,
      Landlord will consider all relevant factors in a reasonable and
      non-discriminatory manner, including, without limitation, the existing
      availability of services at the Project, the impact of the proposed
      installations upon the Project and its operations and the available space and
      capacity for the proposed installations.  Landlord may also consider
      whether the proposed service may result in interference with or interruption
      of
      other services at the Project or the business operations of other tenants or
      occupants of the Project.  In no event shall Landlord be obligated to
      incur any costs or liabilities in connection with the installation or delivery
      of telecommunication services or facilities at the Project.  All such
      installations shall be subject to Landlord's prior approval, which shall not
      be
      unreasonably withheld, and shall be performed in accordance with the terms
      of
      Article 9.  If Landlord approves the proposed installations in
      accordance with the foregoing, Landlord will deliver its standard form agreement
      upon request and will use commercially reasonable efforts to promptly enter
      into
      an agreement on reasonable and non-discriminatory terms with a qualified,
      licensed and reputable carrier confirming the terms of installation and
      operation of telecommunications equipment consistent with the
      foregoing.

     

    (f)           After-Hours
      Use. If Tenant requires heating, ventilation and/or
      air conditioning during times other than the times provided in
      Article 11(a) above, Tenant shall give Landlord such advance notice as
      Landlord shall reasonably require and shall pay Landlord's standard charge
      for
      such after-hours use.

     

    (g)           Reasonable
      Charges. Landlord may impose a reasonable charge for
      any utilities or services (other than electric current and heating, ventilation
      and/or air conditioning which shall be governed by Articles 11(c) and (f)
      above) utilized by Tenant in excess of the amount or type that Landlord
      reasonably determines is typical for general office use.

     

    (h)           Sole
      Electrical Representative. Tenant agrees that Landlord
      shall be the sole and exclusive representative with respect to, and shall
      maintain exclusive control over, the reception, utilization and distribution
      of
      electrical power, regardless of point or means of origin, use or
      generation.  Tenant shall not have the right to contract directly with
      any provider of electrical power or services.

     

    (i)           Supplemental
      Power.  In the event that Tenant desires, at any time, to install
      any supplemental power supply at the Project (“Supplemental Power
      Equipment”), Landlord shall have the right, in its sole and absolute
      discretion, (i) to grant or withhold its consent to the installation of
      such Supplemental Power Equipment, and (ii) to designate a
      Landlord-affiliated entity to perform all work relating to the design and
      installation of such Supplemental Power Equipment.

     

    ARTICLE
      12

    


    RIGHTS
      OF LANDLORD

     

    (a)           Right
      of Entry. Except to the extent expressly set forth to
      the contrary in Section 9(g) above, Landlord and its agents shall have the
      right
      to enter the Premises at all reasonable times, for the purpose of cleaning
      the
      Premises, examining or inspecting the same, serving or posting and keeping
      posted thereon notices as provided by law, or which Landlord deems necessary
      for
      the protection of Landlord or the Project, showing the same to prospective
      tenants, lenders or purchasers of the Project, in the case of an emergency,
      and
      for making such alterations, repairs, improvements or additions to the Premises
      or to the Project as Landlord may deem necessary or desirable.  If
      Tenant shall not be personally present to open and permit an entry into the
      Premises at any time when such an entry by Landlord is necessary or permitted
      hereunder, Landlord may enter by means of a master key, or may forcibly enter
      in
      the case of an emergency, in each event without liability to Tenant and without
      affecting this Lease.

     

    (b)           Maintenance
      Work. Landlord reserves the right from time to time,
      but subject to payment by and/or reimbursement from Tenant as otherwise provided
      herein: (i) to install, use, maintain, repair, replace, relocate and
      control for service to the Premises and/or other parts of the Project pipes,
      ducts, conduits, wires, cabling, appurtenant fixtures, equipment spaces and
      mechanical systems, wherever located in the Premises or the Project,
      (ii) to alter, close or relocate any facility in the Premises or the common
      areas or otherwise conduct any of the above activities for the purpose of
      complying with a general plan for fire/life safety for the Project or otherwise,
      and (iii) to comply with any federal, state or local law, rule or
      order.  Landlord shall attempt to perform any such work with the least
      inconvenience to Tenant as is reasonably practicable, but in no event shall
      Tenant be permitted to withhold or reduce Basic Rental or other charges due
      hereunder as a result of same, make any claim for constructive eviction or
      otherwise make any claim against Landlord for interruption or interference
      with
      Tenant's business and/or operations.

     

    (c)           Rooftop. If
      Tenant desires to use the rooftop of the Project for any purpose, including
      the
      installation of communication equipment to be used from the Premises, such
      rights will be granted in Landlord's sole discretion and Tenant must negotiate
      the terms of any rooftop access with Landlord or the rooftop management company
      or lessee holding rights to the rooftop from time to time.  Any
      rooftop access granted to Tenant will be at prevailing rates and will be
      governed by the terms of a separate written agreement or an amendment to this
      Lease.

     

    ARTICLE
      13

     

    


     

    INDEMNITY;
      EXEMPTION OF LANDLORD FROM LIABILITY

     

    (a)           Indemnity.  Tenant
      shall indemnify, defend and hold Landlord, its subsidiaries, partners,
      affiliates and their respective officers, directors, employees and contractors
      (collectively, "Landlord Parties") harmless from any and all
      loss, cost, damage, expense and liability (including, without limitation, court
      costs and reasonable attorneys’ fees) incurred in connection with or arising
      from any cause in, on or about the Premises (including, but not limited to,
      a
      slip and fall), Tenant's use of the Premises or the Project or from the conduct
      of Tenant’s business or from any breach or default in the performance of any
      obligation on Tenant's part to be performed under this Lease or arising from
      any
      acts, omissions, negligence or willful misconduct of Tenant or any of its
      agents, contractors, employees or invitees, patrons, customers or members in
      or
      about the Project.  Tenant hereby assumes all risk of damage to
      property or injury to persons in, upon or about the Premises from any cause
      (including, without limitation, any injury resulting from a slip and fall in,
      upon or about the Premises), and Tenant hereby waives all claims in respect
      thereof against Landlord and the Landlord Parties, excepting where the damage
      is
      caused solely by the negligence or willful misconduct of Landlord or the
      Landlord Parties.

     

    (b)           Exemption
      of Landlord from Liability.  Landlord and the Landlord Parties
      shall not be liable for injury to Tenant's business, or loss of income
      therefrom, however occurring (including, without limitation, from any failure
      or
      interruption of services or utilities).  Further, Landlord and the
      Landlord Parties shall not be liable for damage or injury that may be sustained
      in, upon or about the Premises by Tenant, its employees, invitees, customers,
      agents, or contractors, or any other person, except to the extent such damage
      or
      injury results from the negligence or willful misconduct of Landlord or the
      Landlord Parties.  Landlord and the Landlord Parties shall not be
      liable to Tenant for any damages arising from any willful or negligent action
      or
      inaction of any other tenant of the Project.

     

    (c)           Security. Tenant
      acknowledges that Landlord's election whether or not to provide any type of
      mechanical surveillance or security personnel whatsoever in the Project is
      solely within Landlord's discretion; Landlord and the Landlord Parties shall
      have no liability in connection with the provision, or lack, of such services,
      and Tenant hereby agrees to hold Landlord and the Landlord Parties harmless
      with
      regard to any such potential claim.  Landlord and the Landlord Parties
      shall not be liable for losses due to theft, vandalism, or like
      causes.  Tenant shall defend, indemnify, and hold Landlord and the
      Landlord Parties harmless from any such claims made by any employee, licensee,
      invitee, contractor, agent or other person whose presence in, on or about the
      Premises or the Project is attendant to the business of Tenant.

     

    ARTICLE
      14

     

    


     

    INSURANCE

     

    (a)           Tenant's
      Insurance.  Tenant, shall at all times during the Term of this
      Lease, and at its own cost and expense, procure and continue in force the
      following insurance coverage:  (i) Commercial General Liability
      Insurance, written on an occurrence basis, with a combined single limit for
      bodily injury and property damages of not less than Two Million Dollars
      ($2,000,000) per occurrence and Three Million Dollars ($3,000,000) in the annual
      aggregate, including products liability coverage if applicable, owners and
      contractors protective coverage if applicable, blanket contractual coverage
      including both oral and written contracts, and personal injury coverage,
      covering the insuring provisions of this Lease and the performance of Tenant
      of
      the indemnity and exemption of Landlord from liability agreements set forth
      in
      Article 13 hereof; (ii) a policy of standard fire written on special
      form,  (all risks), including a vandalism and malicious mischief,
      sprinkler leakage coverage and earthquake sprinkler leakage where sprinklers
      are
      provided in an amount equal to the full replacement value new without deduction
      for depreciation of all (A) Tenant Improvements, Alterations, fixtures and
      other improvements in the Premises, including but not limited to all mechanical,
      plumbing, heating, ventilating, air conditioning, electrical, telecommunication
      and other equipment, systems and facilities, and (B) trade fixtures,
      furniture, equipment and other personal property installed by or at the expense
      of Tenant; (iii) Worker's Compensation coverage as required by law; and
      (iv) business interruption, loss of income and extra expense insurance
      covering any failure or interruption of Tenant's business equipment (including,
      without limitation, telecommunications equipment)  covering all other
      perils, failures or interruptions sufficient to cover a period of interruption
      of not less than twelve (12) months.

     

     (b)           Form
      of Policies.  The aforementioned minimum limits of policies and
      Tenant's procurement and maintenance thereof shall in no event limit the
      liability of Tenant hereunder.  The Commercial General Liability
      Insurance policy shall name the Landlord Parties, Landlord's lender(s) and
      such
      other persons or firms as Landlord specifies from time to time, as additional
      insured’s. All such insurance policies carried by Tenant shall be with companies
      having a rating of not less than A-VIII in Best's Insurance
      Guide.  Tenant shall furnish to Landlord, from the insurance
      companies, or cause the insurance companies to furnish, certificates of
      coverage.  The deductible under each such policy shall in no event
      exceed $5,000.00.  No such policy shall be cancelable except after
      thirty (30) days prior written notice or ten (10) days of non-payment of
      premiums to Landlord by the insurer.  All such policies shall be
      endorsed to agree that Tenant's policy is primary and that any insurance carried
      by Landlord is excess and not contributing with any Tenant insurance requirement
      hereunder.  Tenant shall, furnish Landlord with renewals or binders
      upon issuance of renewal.  Tenant agrees that if Tenant does not take
      out and maintain such insurance or furnish Landlord with renewals or binders
      in
      a timely manner, Landlord may (but shall not be required to) procure said
      insurance on Tenant's behalf and charge Tenant the cost thereof, which amount
      shall be payable by Tenant upon demand with interest (at the rate set forth
      in
      Section 20(e) below) from the date such sums are
      extended.  Tenant shall have the right to provide such insurance
      coverage pursuant to blanket policies obtained by Tenant, provided such blanket
      policies expressly afford coverage to the Premises and to Tenant as required
      by
      this Lease.

     

    (c)           Landlord's
      Insurance.  Landlord may, as a cost to be included in Operating
      Costs, procure and maintain at all times during the Term of this Lease, a policy
      or policies of insurance covering loss or damage to the Project in the amount
      of
      the full replacement costs without deduction for depreciation thereof, providing
      protection against all perils included within the classification of fire and
      extended coverage, vandalism coverage and malicious mischief, sprinkler leakage,
      water damage, and special extended coverage on the
      building.  Additionally, Landlord may
      carry:  (i) Bodily Injury and Property Damage Liability Insurance
      and/or Excess Liability Coverage Insurance; and (ii) Earthquake and/or
      Flood Damage Insurance; and (iii) Rental Income Insurance; and
      (iv) any other forms of insurance Landlord may deem appropriate or any
      lender may require.  The costs of all insurance carried by Landlord
      shall be included in Operating Costs.

     

    (d)           Waiver
      of Subrogation.  Landlord and Tenant each agree to require their
      respective insurers issuing the insurance described in Sections 14(a)(ii),
      14(a)(iv) and the first sentence of Section 14(c), waive any rights of
      subrogation that such companies may have against the other
      party.  Tenant hereby waives any right that Tenant may have against
      Landlord and Landlord hereby waives any right that Landlord may have against
      Tenant as a result of any loss or damage to the extent such loss or damage
      is
      insurable under such policies.

     

    (e)           Compliance
      with Law.  Tenant agrees that it will not, at any time, during the
      Term of this Lease, carry any stock of goods or do anything in or about the
      Premises that will in any way tend to increase the insurance rates upon the
      Project.  Tenant agrees to pay Landlord forthwith upon demand the
      amount of any increase in premiums for insurance that may be carried during
      the
      Term of this Lease, or the amount of insurance to be carried by Landlord on
      the
      Project resulting from the foregoing, or from Tenant doing any act in or about
      the Premises that does so increase the insurance rates, whether or not Landlord
      shall have consented to such act on the part of Tenant.  If Tenant
      installs upon the Premises any electrical equipment which causes an overload
      of
      electrical lines of the Premises, Tenant shall at its own cost and expense,
      in
      accordance with all other Lease provisions (specifically including, but not
      limited to, the provisions of Article 9, 10 and 11 hereof), make whatever
      changes are necessary to comply with requirements of the insurance underwriters
      and any governmental authority having jurisdiction thereover, but nothing herein
      contained shall be deemed to constitute Landlord's consent to such
      overloading.  Tenant shall, at its own expense, comply with all
      insurance requirements applicable to the Premises including without limitation,
      the installation of fire extinguishers or an automatic dry chemical
      extinguishing system.

     

    ARTICLE
      15

     

    


     

    ASSIGNMENT
      AND SUBLETTING

     

    Tenant
      shall have no power to, either voluntarily, involuntarily, by operation of
      law
      or otherwise, sell, assign, transfer or hypothecate this Lease, or sublet the
      Premises or any part thereof, or permit the Premises or any part thereof to
      be
      used or occupied by anyone other than Tenant or Tenant's employees without
      the
      prior written consent of Landlord, which consent shall not be unreasonably
      withheld.  If Tenant is a corporation, unincorporated association,
      partnership or limited liability company, the sale, assignment, transfer or
      hypothecation of any class of stock or other ownership interest in such
      corporation, association, partnership or limited liability company in excess
      of
      forty-nine percent (49%) in the aggregate shall be deemed a "Transfer" within
      the meaning and provisions of this Article 15.  Tenant may
      transfer its interest pursuant to this Lease only upon the following express
      conditions, which conditions are agreed by Landlord and Tenant to be
      reasonable.

     

    (a)           That
      the proposed "Transferee" (as hereafter defined) shall be subject to the prior
      written consent of Landlord, which consent will not be unreasonably withheld
      but, without limiting the generality of the foregoing, it shall be reasonable
      for Landlord to deny such consent if:

     

    (i)           The
      use to be made of the Premises by the proposed Transferee is (a) not
      generally consistent with the character and nature of all other tenancies in
      the
      Project, or (b) a use which conflicts with any so-called "exclusive" then
      in favor of, or for any use which might reasonably be expected to diminish
      the
      rent payable pursuant to any percentage rent lease with another tenant of the
      Project or any other buildings which are in the same complex as the Project,
      or
      (c) a use which would be prohibited by any other portion of this Lease
      (including but not limited to any Rules and Regulations then in
      effect);

     

    (ii)           The
      financial responsibility of the proposed Transferee is not reasonably
      satisfactory to Landlord or in any event not at least equal to those which
      were
      possessed by Tenant as of the date of execution of this Lease;

     

    (iii)           The
      proposed Transferee is either a governmental agency or instrumentality thereof;
      or

     

    (iv)           Either
      the proposed Transferee or any person or entity which directly or indirectly
      controls, is controlled by or is under common control with the proposed
      Transferee (A) occupies space in the Project at the time of the request for
      consent and Landlord has, or will have in the following six (6) months,
      comparable space available in the Project or Development (as reasonably
      determined by Landlord), or (B) is negotiating with Landlord or has
      negotiated with Landlord during the three (3) month period immediately preceding
      the date of the proposed Transfer, to lease space in the Project and Landlord
      has, or will have in the following six (6) months, comparable space available
      in
      the Project or Development (as reasonably determined by Landlord).

     

    (b)           Upon
      Tenant's submission of a request for Landlord's consent to any such Transfer,
      Tenant shall pay to Landlord Landlord's then standard processing fee and
      reasonable attorneys' fees and costs incurred in connection with the proposed
      Transfer, which the parties hereby stipulate to be $1,500.00, unless Landlord
      provides to Tenant evidence that Landlord has incurred greater costs in
      connection with the proposed Transfer;

     

    (c)           That
      the proposed Transferee shall execute an agreement pursuant to which it shall
      agree to perform faithfully and be bound by all of the terms, covenants,
      conditions, provisions and agreements of this Lease applicable to that portion
      of the Premises so transferred; and

     

    (d)           That
      an executed duplicate original of said assignment and assumption agreement
      or
      other transfer on a form reasonably approved by Landlord, shall be delivered
      to
      Landlord within five (5) days after the execution thereof, and that such
      transfer shall not be binding upon Landlord until the delivery thereof to
      Landlord and the execution and delivery of Landlord's consent
      thereto.  It shall be a condition to Landlord's consent to any
      subleasing, assignment or other transfer of part or all of Tenant's interest
      in
      the Premises (a "Transfer") that (i) upon Landlord's
      consent to any Transfer, Tenant shall pay and continue to pay fifty percent
      (50%) of any "Transfer Premium" (defined below), received by Tenant from the
      transferee; (ii) any sublessee of part or all of Tenant's interest in the
      Premises shall agree that in the event Landlord gives such sublessee notice
      that
      Tenant is in default under this Lease, such sublessee shall thereafter make
      all
      sublease or other payments directly to Landlord, which will be received by
      Landlord without any liability whether to honor the sublease or otherwise
      (except to credit such payments against sums due under this Lease), and any
      sublessee shall agree to attorn to Landlord or its successors and assigns at
      their request should this Lease be terminated for any reason, except that in
      no
      event shall Landlord or its successors or assigns be obligated to accept such
      attornment; (iii) any such Transfer and consent shall be effected on forms
      supplied by Landlord and/or its legal counsel; (iv) Landlord may require
      that Tenant not then be in default hereunder in any respect; and (v) Tenant
      or the proposed subtenant or assignee (collectively,
      "Transferee") shall agree to pay Landlord, upon demand, as
      Additional Rent, a sum equal to the additional costs, if any, incurred by
      Landlord for maintenance and repair as a result of any change in the nature
      of
      occupancy caused by such subletting or assignment.  "Transfer
      Premium" shall mean all rent, Additional Rent or other consideration
      payable by a Transferee in connection with a Transfer in excess of the Basic
      Rental and Direct Costs payable by Tenant under this Lease during the term
      of
      the Transfer and if such Transfer is for less than all of the Premises, the
      Transfer Premium shall be calculated on a rentable square foot
      basis.  "Transfer Premium" shall also include, but not be limited to,
      key money (the difference between the Rent due and payable by Tenant under
      this
      Lease and the Rent due and payable by the Transferee under the assignment or
      sublease, as the case may be), bonus money or other cash consideration paid
      by a
      Transferee to Tenant in connection with such Transfer.  Any Transfer
      of this Lease which is not in compliance with the provisions of this
      Article 15 shall be voidable by written notice from Landlord and shall, at
      the option of Landlord, terminate this Lease.  In no event shall the
      consent by Landlord to any Transfer be construed as relieving Tenant or any
      Transferee from obtaining the express written consent of Landlord to any further
      Transfer, or as releasing Tenant from any liability or obligation hereunder
      whether or not then accrued and Tenant shall continue to be fully liable
      therefor.  No collection or acceptance of rent by Landlord from any
      person other than Tenant shall be deemed a waiver of any provision of this
      Article 15 or the acceptance of any Transferee hereunder, or a release of
      Tenant (or of any Transferee of Tenant).  Notwithstanding anything to
      the contrary in this Lease, if Tenant or any proposed Transferee claims that
      Landlord has unreasonably withheld or delayed its consent under this
      Article 15 or otherwise has breached or acted unreasonably under this
      Article 15, their sole remedies shall be a declaratory judgment and an
      injunction for the relief sought without any monetary damages, and Tenant hereby
      waives all other remedies, including, without limitation, any right at law
      or
      equity to terminate this Lease, on its own behalf and, to the extent permitted
      under all applicable laws, on behalf of the proposed Transferee.

     

    Notwithstanding
      anything to the contrary contained in this Article 15, Landlord shall have
      the option, by giving written notice to Tenant (a "Recapture
      Notice") within thirty (30) days after Landlord's receipt of a request
      for consent to a proposed Transfer, to terminate this Lease as to the portion
      of
      the Premises that is the subject of the proposed Transfer.  If this
      Lease is so terminated with respect to less than the entire Premises, the Basic
      Rental and Tenant's Proportionate Share shall be prorated based on the number
      of
      rentable square feet retained by Tenant as compared to the total number of
      rentable square feet previously contained in the Premises, and this Lease as
      so
      amended shall continue thereafter in full force and effect, and upon the request
      of either party, the parties shall execute written confirmation of the
      same.  However, if Landlord delivers a Recapture Notice to Tenant,
      Tenant may deliver written notice to Landlord, within ten (10) days after
      Tenant's receipt of the Recapture Notice, stating that Tenant is unconditionally
      rescinding its request for consent to the proposed Transfer in question, in
      which case such Transfer shall not be consummated and this Lease shall remain
      in
      full force and effect as to the portion of the Premises that was the subject
      of
      the Transfer, subject to the remaining terms of this Lease.  Tenant's
      failure to so notify Landlord in writing within said ten (10) day period shall
      be deemed to constitute Tenant's election to allow the Recapture Notice to
      be
      effective.

     

    Notwithstanding
      the foregoing, an assignment or subletting of all or a portion of the Premises
      to an "Affiliate" of Tenant  shall be deemed permitted hereunder (and
      shall not require the payment of a Transfer Premium to Landlord and shall not
      be
      subject to Landlord's rights of recapture set forth in the immediately following
      paragraph), provided that (i) Tenant notifies Landlord of any such
      assignment or sublease at least fifteen (15) days prior to its effective date
      and promptly supplies Landlord with any documents or information requested
      by
      Landlord regarding such assignment or sublease or such Affiliate, (ii) the
      net
      worth of Tenant's Affiliate immediately after the date of Transfer shall be
      reasonably sufficient to satisfy all of the obligations under this Lease,
      (iii) such assignment or sublease is not a subterfuge by Tenant to avoid
      its obligations under this Lease, (iv) if the Transfer is an assignment, the
      assignee assumes, in full, the obligations of Tenant under this Lease, and
      if
      the Transfer is a sublease, the Transferee executes such documentation
      reasonably required by Landlord in connection with the subordination of such
      sublease to this Lease, (v) Tenant remains fully liable under this Lease, and
      (vi) the use of the Premises remains unchanged and consistent with the character
      of a first-class office building.  The term "Affiliate " of Tenant
      shall mean an entity which is (a) controlled by, controls, or is under common
      control with Tenant; (b) any entity with which Tenant has merged or
      consolidated, or (c) any entity which acquires all or substantially all of
      the
      assets of Tenant, and which continues to operate substantially the same business
      at the Premises as had been maintained by Tenant.  The term "control,"
      or "controlled" as used in this paragraph shall mean the ownership, directly
      or
      indirectly, of at least fifty percent (50%) of the voting securities of, or
      possession of the right to vote, in the ordinary direction of its affairs,
      of at
      least fifty percent (50%) of the voting interest in, an entity.

     

    ARTICLE
      16

     

    


     

    DAMAGE
      OR DESTRUCTION

     

    If
      the
      Project is damaged by fire or other casualty and the insurance proceeds have
      been made available therefor by the holder or holders of any mortgages or deeds
      of trust covering the insured Premises or the Project, the damage shall be
      repaired by Landlord to the extent such insurance proceeds are available
      therefor and provided such repairs can, in Landlord's sole opinion, be completed
      within two hundred ten (210) days after the necessity for repairs as a result
      of
      such damage becomes known to Landlord, without the payment of overtime or other
      premiums, and until such repairs are completed rent shall be abated in
      proportion to the part of the Premises which is unusable by Tenant in the
      conduct of its business (but there shall be no abatement of rent by reason
      of
      any portion of the Premises being unusable for a period equal to one (1) day
      or
      less).  However, if the damage is due to the fault or neglect of
      Tenant, its employees, agents, contractors, guests, invitees and the like,
      there
      shall be no abatement of rent, unless and to the extent Landlord receives rental
      income insurance proceeds.  Upon the occurrence of any damage to the
      Premises, Tenant shall assign to Landlord (or to any party designated by
      Landlord) all insurance proceeds payable to Tenant under
      Section 14(a)(ii)(A) above; provided, however, that if the cost of repair
      of improvements within the Premises by Landlord exceeds the amount of insurance
      proceeds received by Landlord from Tenant's insurance carrier, as so assigned
      by
      Tenant, such excess costs shall be paid by Tenant to Landlord prior to
      Landlord's repair of such damage.  If repairs cannot, in Landlord's
      opinion, be completed within two hundred ten (210) days after the necessity
      for
      repairs as a result of such damage becomes known to Landlord without the payment
      of overtime or other premiums, Landlord may, at its option, either (i) make
      such repairs in a reasonable time and in such event this Lease shall continue
      in
      effect and the rent shall be abated, if at all, in the manner provided in this
      Article 16, or (ii) elect not to effect such repairs and instead
      terminate this Lease, by notifying Tenant in writing of such termination within
      sixty (60) days after Landlord learns of the necessity for repairs as a result
      of damage, such notice to include a termination date giving Tenant sixty (60)
      days to vacate the Premises.  In addition, Landlord may elect to
      terminate this Lease if the Project shall be damaged by fire or other casualty
      or cause, whether or not the Premises are affected, if the damage is not fully
      covered, except for deductible amounts, by Landlord's insurance
      policies.  Finally, if the Premises or the Project is damaged to any
      substantial extent during the last twelve (12) months of the Term and Tenant
      elects not to exercise any existing renewal option in its favor (which has
      not
      been previously waived or expired), then notwithstanding anything contained
      in
      this Article 16 to the contrary, Landlord and/or Tenant shall have the option
      to
      terminate this Lease by giving written notice to the other party of the exercise
      of such option within sixty (60) days after the parties learn of the necessity
      for repairs as the result of such damage.  A total destruction of the
      Project shall automatically terminate this Lease.  Except as provided
      in this Article 16, there shall be no abatement of rent and no liability of
      Landlord by reason of any injury to or interference with Tenant's business
      or
      property arising from such damage or destruction or the making of any repairs,
      alterations or improvements in or to any portion of the Project or the Premises
      or in or to fixtures, appurtenances and equipment therein.  Tenant
      understands that Landlord will not carry insurance of any kind on Tenant's
      furniture, furnishings, trade fixtures or equipment, and that Landlord shall
      not
      be obligated to repair any damage thereto or replace the same.  Tenant
      acknowledges that Tenant shall have no right to any proceeds of insurance
      carried by Landlord relating to property damage.  With respect to any
      damage which Landlord is obligated to repair or elects to repair, Tenant, as
      a
      material inducement to Landlord entering into this Lease, irrevocably waives
      and
      releases its rights under the provisions of Sections 1932 and 1933 of the
      California Civil Code.

     

    This
      paragraph shall apply only in the event of damage or destruction to the Premises
      not arising out of the gross negligence or willful misconduct of Tenant or
      its
      agents, employees, licensees, invitees, subtenants, affiliates, successors,
      assigns, contractors or subcontractors, where the Premises are rendered
      untenantable as a result of the damage or destruction in question and Landlord
      does not elect to terminate this Lease pursuant to the provisions
      above.  If the estimated completion date of the repairs to the damage
      or destruction is greater than two hundred ten (210) days after the date
      Landlord learns of the damage, Tenant may elect, no later than thirty (30)
      days
      after Tenant's receipt of a certificate from Landlord describing the scope
      of
      the restoration and repair obligations and estimating the date said obligations
      are expected to be substantially completed so Tenant can resume normal business
      operations, to terminate this Lease by written notice to Landlord effective
      as
      of the date specified in Tenant's notice, which date shall be not greater than
      sixty (60) days after the date of delivery of Tenant's
      notice.  Furthermore, if neither Landlord nor Tenant have terminated
      this Lease and the repairs are not actually completed within two hundred ten
      (210) days after the date Landlord learns of the damage (which two hundred
      ten
      (210) day period shall be extended only by delays resulting from the gross
      negligence or willful misconduct of Tenant and/or its agents, employees,
      licensees, invitees, subtenants, affiliates, successors, assigns, contractors
      or
      subcontractors), Tenant shall have the right to terminate this Lease within
      five
      (5) business days after the end of such period, by written notice to Landlord
      (the "Damage Termination Notice"), effective as of the date set forth in the
      Damage Termination Notice (the "Damage Termination Date"), which Damage
      Termination Date shall not be less than five (5) business days following the
      end
      of such period.  Notwithstanding the foregoing, if Tenant delivers a
      Damage Termination Notice to Landlord, then Landlord shall have the right to
      suspend the occurrence of the Damage Termination Date for a period ending thirty
      (30) days after the Damage Termination Date set forth in the Damage Termination
      Notice by delivering to Tenant, within five (5) business days of Landlord's
      receipt of the Damage Termination Notice, a certificate of Landlord's contractor
      responsible for the repair of the damage certifying that it is such contractor's
      good faith judgment that the repairs shall be substantially completed within
      thirty (30) days after the Damage Termination Date.  If repairs shall
      be substantially completed prior to the expiration of such thirty (30) day
      period, then the Damage Termination Notice shall be of no force or effect but
      if
      the repairs shall not be substantially completed within such thirty (30) day
      period, then this Lease shall terminate upon the expiration of such thirty
      (30)
      day period.  If Landlord undertakes repair and/or restoration pursuant
      to the provisions above and thereafter determines that it will not be able
      to
      complete the same within the two hundred ten (210) day period set forth herein,
      then Landlord shall promptly notify Tenant thereof and shall provide Tenant
      with
      Landlord's revised estimate of the date upon which Landlord will complete the
      same ("Revised Completion Date").  Within fifteen (15) business days
      after Tenant's receipt of such notice, Tenant shall have the right, but not
      the
      obligation, to elect to terminate this Lease or to agree to extend the two
      hundred ten (210) day period to the Revised Completion Date.  Tenant's
      failure to elect to terminate or to extend such time period to the Revised
      Completion Date by written notice to Landlord within such fifteen (15) business
      day period shall be conclusively deemed to be Tenant's election to extend the
      time to the Revised Completion Date.  Upon any such termination of
      this Lease pursuant to this Article 16, Tenant shall pay the rent and all other
      amounts due under this Lease, properly apportioned up to such date of
      termination, and both parties hereto shall thereafter be freed and discharged
      of
      all further obligations accruing after such termination, except as provided
      for
      in provisions of this Lease which by their terms survive the expiration or
      earlier termination of the Term.

     

    ARTICLE
      17

     

    


     

    SUBORDINATION

     

    This
      Lease is subject and subordinate to all ground or underlying leases, mortgages
      and deeds of trust which affect the property or the Project, including all
      renewals, modifications, consolidations, replacements and extensions thereof;
      provided, however, if the lessor under any such lease or the holder or holders
      of any such mortgage or deed of trust shall advise Landlord that they desire
      or
      require this Lease to be prior and superior thereto, upon written request of
      Landlord to Tenant, Tenant agrees to promptly execute, acknowledge and deliver
      any and all documents or instruments which Landlord or such lessor, holder
      or
      holders deem necessary or desirable for purposes thereof.  Landlord
      shall have the right to cause this Lease to be and become and remain subject
      and
      subordinate to any and all ground or underlying leases, mortgages or deeds
      of
      trust which may hereafter be executed covering the Premises, the Project or
      the
      property or any renewals, modifications, consolidations, replacements or
      extensions thereof, for the full amount of all advances made or to be made
      thereunder and without regard to the time or character of such advances,
      together with interest thereon and subject to all the terms and provisions
      thereof; provided, however, that Landlord obtains from the lender or other
      party
      in question a written undertaking in favor of Tenant to the effect that such
      lender or other party will not disturb Tenant's right of possession under this
      Lease if Tenant is not then or thereafter in breach of any covenant or provision
      of this Lease.  Tenant agrees, within ten (10) days after Landlord's
      written request therefor, to execute, acknowledge and deliver upon request
      any
      and all documents or instruments requested by Landlord or necessary or proper
      to
      assure the subordination of this Lease to any such mortgages, deed of trust,
      or
      leasehold estates.  Tenant agrees that in the event any proceedings
      are brought for the foreclosure of any mortgage or deed of trust or any deed
      in
      lieu thereof, to attorn to the purchaser or any successors thereto upon any
      such
      foreclosure sale or deed in lieu thereof as so requested to do so by such
      purchaser and to recognize such purchaser as the lessor under this Lease; Tenant
      shall, within five (5) days after request execute such further instruments
      or
      assurances as such purchaser may reasonably deem necessary to evidence or
      confirm such attornment.  Tenant agrees to provide copies of any
      notices of Landlord's default under this Lease to any mortgagee or deed of
      trust
      beneficiary whose address has been provided to Tenant and Tenant shall provide
      such mortgagee or deed of trust beneficiary a commercially reasonable time
      after
      receipt of such notice within which to cure any such default.  Tenant
      waives the provisions of any current or future statute, rule or law which may
      give or purport to give Tenant any right or election to terminate or otherwise
      adversely affect this Lease and the obligations of the Tenant hereunder in
      the
      event of any foreclosure proceeding or sale.

     

    ARTICLE
      18

     

    


     

    EMINENT
      DOMAIN

     

    If
      the
      whole of the Premises or the Project or so much thereof as to render the balance
      unusable by Tenant shall be taken under power of eminent domain, or is sold,
      transferred or conveyed in lieu thereof, this Lease shall automatically
      terminate as of the date of such condemnation, or as of the date possession
      is
      taken by the condemning authority, at Landlord's option.  No award for
      any partial or entire taking shall be apportioned, and Tenant hereby assigns
      to
      Landlord any award which may be made in such taking or condemnation, together
      with any and all rights of Tenant now or hereafter arising in or to the same
      or
      any part thereof; provided, however, that nothing contained herein shall be
      deemed to give Landlord any interest in or to require Tenant to assign to
      Landlord any award made to Tenant for the taking of personal property and trade
      fixtures belonging to Tenant and removable by Tenant at the expiration of the
      Term hereof as provided hereunder or for loss of goodwill, Tenant's relocation
      costs or the interruption of, or damage to, Tenant's business.  In the
      event of a partial taking described in this Article 18, or a sale, transfer
      or conveyance in lieu thereof, which does not result in a termination of this
      Lease, the rent shall be apportioned according to the ratio that the part of
      the
      Premises remaining useable by Tenant bears to the total area of the
      Premises.  Tenant hereby waives any and all rights it might otherwise
      have pursuant to Section 1265.130 of the California Code of Civil
      Procedure.

     

    ARTICLE
      19

     

    


     

    DEFAULT

     

    Each
      of
      the following acts or omissions of Tenant or of any guarantor of Tenant's
      performance hereunder, or occurrences, shall constitute an "Event of
      Default":

     

    (a)           Failure
      or refusal to pay Basic Rental, Additional Rent or any other amount to be paid
      by Tenant to Landlord hereunder within three (3) calendar days after notice
      that
      the same is due or payable hereunder; said three (3) day period shall be in
      lieu
      of, and not in addition to, the notice requirements of Section 1161 of the
      California Code of Civil Procedure or any similar or successor law;

     

    (b)           Except
      where a specific time period is otherwise set forth for Tenant's performance
      in
      this Lease, in which event the failure to perform by Tenant within such time
      period shall be a default under this Article 19(b), and except as set forth
      in
      items (a) above and (c) through and including (g) below, failure to perform
      or observe any other covenant or condition of this Lease to be performed or
      observed within thirty (30) days following written notice to Tenant of such
      failure ("Default Notice"); provided, however, that if the
      nature of Tenant's obligation is such that more than thirty (30) days are
      required for performance, then Tenant shall not be in default if Tenant
      commences performance within such thirty (30) day period and thereafter
      diligently prosecutes the same to completion within sixty (60) days after
      receipt of the Default Notice.  Such thirty (30) day notice shall be
      in lieu of, and not in addition to, any required under Section 1161 of the
      California Code of Civil Procedure or any similar or successor law;

     

    (c)           Abandonment
      or vacating or failure to accept tender of possession of the Premises or any
      significant portion thereof;

     

    (d)           The
      taking in execution or by similar process or law (other than by eminent domain)
      of the estate hereby created;

     

    (e)           The
      filing by Tenant or any guarantor hereunder in any court pursuant to any statute
      of a petition in bankruptcy or insolvency or for reorganization or arrangement
      for the appointment of a receiver of all or a portion of Tenant's property;
      the
      filing against Tenant or any guarantor hereunder of any such petition, or the
      commencement of a proceeding for the appointment of a trustee, receiver or
      liquidator for Tenant, or for any guarantor hereunder, or of any of the property
      of either, or a proceeding by any governmental authority for the dissolution
      or
      liquidation of Tenant or any guarantor hereunder, if such proceeding shall
      not
      be dismissed or trusteeship discontinued within thirty (30) days after
      commencement of such proceeding or the appointment of such trustee or receiver;
      or the making by Tenant or any guarantor hereunder of an assignment for the
      benefit of creditors.  Tenant hereby stipulates to the lifting of the
      automatic stay in effect and relief from such stay for Landlord in the event
      Tenant files a petition under the United States Bankruptcy laws, for the purpose
      of Landlord pursuing its rights and remedies against Tenant and/or a guarantor
      of this Lease;

     

    (f)           Tenant's
      failure to cause to be released any mechanics liens filed against the Premises
      or the Project within ten (10) days after the date the same shall have been
      filed or recorded; or

     

    (g)           Tenant's
      failure to observe or perform according to the provisions of Articles 7, 14,
      17
      or 25 within two (2) business days after notice from Landlord.

     

    All
      defaults by Tenant of any covenant or condition of this Lease shall be deemed
      by
      the parties hereto to be material.

     

    ARTICLE
      20

     

    


     

    REMEDIES

     

    (a)           Upon
      the occurrence of an Event of Default under this Lease as provided in
      Article 19 hereof, Landlord may exercise all of its remedies as may be
      permitted by law, including but not limited to the remedy provided by Section
      1951.4 of the California Civil Code, and including without limitation,
      terminating this Lease, reentering the Premises and removing all persons and
      property therefrom, which property may be stored by Landlord at a warehouse
      or
      elsewhere at the risk, expense and for the account of Tenant.  If
      Landlord elects to terminate this Lease, Landlord shall be entitled to recover
      from Tenant the aggregate of all amounts permitted by law, including but not
      limited to (i) the worth at the time of award of the amount of any unpaid
      rent which had been earned at the time of such termination; plus (ii) the
      worth at the time of award of the amount by which the unpaid rent which would
      have been earned after termination until the time of award exceeds the amount
      of
      such rental loss that Tenant proves could have been reasonably avoided; plus
      (iii) the worth at the time of award of the amount by which the unpaid rent
      for the balance of the Lease Term after the time of award exceeds the amount
      of
      such rental loss that Tenant proves could have been reasonably avoided; plus
      (iv) any other amount necessary to compensate Landlord for all the
      detriment proximately caused by Tenant's failure to perform its obligations
      under this Lease or which in the ordinary course of things would be likely
      to
      result therefrom, specifically including but not limited to, tenant improvement
      expenses, brokerage commissions and advertising expenses incurred, expenses
      of
      remodeling the Premises or any portion thereof for a new tenant, whether for
      the
      same or a different use, and any special concessions made to obtain a new
      tenant; and (v) at Landlord's election, such other amounts in addition to
      or in lieu of the foregoing as may be permitted from time to time by applicable
      law.  The term "rent" as used in this Article 20(a) shall be
      deemed to be and to mean all sums of every nature required to be paid by Tenant
      pursuant to the terms of this Lease, whether to Landlord or to
      others.  As used in items (i) and (ii), above, the "worth at the time
      of award" shall be computed by allowing interest at the rate set forth in item
      (e), below, but in no case greater than the maximum amount of such interest
      permitted by law.  As used in item (iii), above, the "worth at
      the time of award" shall be computed by discounting such amount at the discount
      rate of the Federal Reserve Bank of San Francisco at the time of award plus
      one
      percent (1%).

     

    (b)           Nothing
      in this Article 20 shall be deemed to affect Landlord's right to
      indemnification for liability or liabilities arising prior to the termination
      of
      this Lease for personal injuries or property damage under the indemnification
      clause or clauses contained in this Lease.

     

    (c)           Notwithstanding
      anything to the contrary set forth herein, Landlord's re-entry to perform acts
      of maintenance or preservation of or in connection with efforts to relet the
      Premises or any portion thereof, or the appointment of a receiver upon
      Landlord's initiative to protect Landlord's interest under this Lease shall
      not
      terminate Tenant's right to possession of the Premises or any portion thereof
      and, until Landlord does elect to terminate this Lease, this Lease shall
      continue in full force and effect and Landlord may enforce all of Landlord's
      rights and remedies hereunder including, without limitation, the remedy
      described in California Civil Code Section 1951.4 (lessor may continue lease
      in
      effect after lessee's breach and abandonment and recover rent as it becomes
      due,
      if Lessee has the right to sublet or assign, subject only to reasonable
      limitations).  Accordingly, if Landlord does not elect to terminate
      this Lease on account of any default by Tenant, Landlord may, from time to
      time,
      without terminating this Lease, enforce all of its rights and remedies under
      this Lease, including the right to recover all rent as it becomes
      due.

     

    (d)           All
      rights, powers and remedies of Landlord hereunder and under any other agreement
      now or hereafter in force between Landlord and Tenant shall be cumulative and
      not alternative and shall be in addition to all rights, powers and remedies
      given to Landlord by law, and the exercise of one or more rights or remedies
      shall not impair Landlord's right to exercise any other right or
      remedy.

     

    (e)           Any
      amount due from Tenant to Landlord hereunder which is not paid when due shall
      bear interest at the lower of eighteen percent (18%) per annum or the maximum
      lawful rate of interest from the due date until paid, unless otherwise
      specifically provided herein, but the payment of such interest shall not excuse
      or cure any default by Tenant under this Lease.  In addition to such
      interest:  (i) if Basic Rental is not paid on or before the fifth
      (5th) day of
      the calendar month for which the same is due, a late charge equal to ten percent
      (10%) of the amount overdue or $100, whichever is greater, shall be immediately
      due and owing and shall accrue for each calendar month or part thereof until
      such rental, including the late charge, is paid in full, which late charge
      Tenant hereby agrees is a reasonable estimate of the damages Landlord shall
      suffer as a result of Tenant's late payment and (ii) an additional charge of
      $25
      shall be assessed for any check given to Landlord by or on behalf of Tenant
      which is not honored by the drawee thereof; which damages include Landlord's
      additional administrative and other costs associated with such late payment
      and
      unsatisfied checks and the parties agree that it would be impracticable or
      extremely difficult to fix Landlord's actual damage in such
      event.  Such charges for interest and late payments and unsatisfied
      checks are separate and cumulative and are in addition to and shall not diminish
      or represent a substitute for any or all of Landlord's rights or remedies under
      any other provision of this Lease.

     

    (f)           
      Whether or not Landlord elects to terminate this Lease on account of any default
      by Tenant, as set forth in this Article 20, Landlord shall have the right
      to terminate any and all subleases, licenses, concessions or other consensual
      arrangements for possession entered into by Tenant and affecting the Premises
      or
      may, in Landlord's sole discretion, succeed to Tenant's interest in such
      subleases, licenses, concessions or arrangements.  In the event of
      Landlord's election to succeed to Tenant's interest in any such subleases,
      licenses, concessions or arrangements, Tenant shall, as of the date of notice
      by
      Landlord of such election, have no further right to or interest in the rent
      or
      other consideration receivable thereunder.

     

    (g)           Landlord
      shall not be in default under this Lease unless Landlord fails to perform
      obligations required of Landlord within thirty (30) days after written notice
      is
      delivered by Tenant to Landlord and to the holder of any mortgages or deeds
      of
      trust (collectively, "Lender") covering the Premises whose name
      and address shall have theretofore been furnished to Tenant in writing,
      specifying the obligation which Landlord has failed to perform; provided,
      however, that if the nature of Landlord's obligation is such that more than
      thirty (30) days are required for performance, then Landlord shall not be in
      default if Landlord or Lender commences performance within such thirty (30)
      day
      period and thereafter diligently prosecutes the same to completion.

     

    (h)           In
      the event of any default, breach or violation of Tenant's rights under this
      Lease by Landlord, Tenant's exclusive remedies shall be an action for specific
      performance (including injunctive relief) or action for actual
      damages.  Without limiting any other waiver by Tenant which may be
      contained in this Lease, Tenant hereby waives the benefit of any laws granting
      it the right to perform Landlord's obligation, or the right to terminate this
      Lease on account of any Landlord default.

     

    ARTICLE
      21

     

    


     

    TRANSFER
      OF LANDLORD'S INTEREST

     

    In
      the
      event of any transfer or termination of Landlord's interest in the Premises
      or
      the Project by sale, assignment, transfer, foreclosure, deed-in-lieu of
      foreclosure or otherwise whether voluntary or involuntary, Landlord shall be
      automatically relieved of any and all obligations and liabilities on the part
      of
      Landlord from and after the date of such transfer or termination, including
      furthermore without limitation, the obligation of Landlord under Article 4
      and California Civil Code 1950.7 above to return the security deposit, provided
      said security deposit is transferred to said transferee.  Tenant
      agrees to attorn to the transferee upon any such transfer and to recognize
      such
      transferee as the lessor under this Lease and Tenant shall, within five (5)
      days
      after request, execute such further instruments or assurances as such transferee
      may reasonably deem necessary to evidence or confirm such
      attornment.

     

    ARTICLE
      22

     

    


     

    BROKER

     

    In
      connection with this Lease, Tenant warrants and represents that it has had
      dealings only with firm(s) set forth in Article 1.H. of the Basic Lease
      Provisions and that it knows of no other person or entity who is or might be
      entitled to a commission, finder's fee or other like payment in connection
      herewith and does hereby indemnify and agree to hold Landlord, its agents,
      members, partners, representatives, officers, affiliates, shareholders,
      employees, successors and assigns harmless from and against any and all loss,
      liability and expenses that Landlord may incur should such warranty and
      representation prove incorrect, inaccurate or false.

     

    ARTICLE
      23

     

    


     

    PARKING

     

    Tenant
      shall have the right to use, free of charge during the initial Term, commencing
      on the Commencement Date, up to the number of unreserved parking passes set
      forth in Section 1(I) of the Basic Lease Provisions, which parking passes shall
      pertain to the Project parking facility.  Tenant's continued right to
      use the parking passes is conditioned upon Tenant abiding by all rules and
      regulations which are prescribed from time to time for the orderly operation
      and
      use of the parking facility where the parking passes are located, including
      any
      sticker or other identification system established by Landlord, Tenant's
      cooperation in seeing that Tenant's employees and visitors also comply with
      such
      rules and regulations, and Tenant not being in default under this
      Lease.  Landlord specifically reserves the right to change the size,
      configuration, design, layout and all other aspects of the Project parking
      facility at any time and Tenant acknowledges and agrees that Landlord may,
      without incurring any liability to Tenant and without any abatement of rent
      under this Lease, from time to time, close-off or restrict access to the Project
      parking facility for purposes of permitting or facilitating any such
      construction, alteration or improvements.  Landlord may, from time to
      time, relocate any reserved parking spaces (if any) used by Tenant to another
      location in the Project parking facility.  Landlord may delegate its
      responsibilities hereunder to a parking operator or a lessee of the parking
      facility in which case such parking operator or lessee shall have all the rights
      of control attributed hereby to the Landlord.  The parking passes used
      by Tenant pursuant to this Article 23 are provided to Tenant solely for use
      by Tenant's own personnel and such passes may not be transferred, assigned,
      subleased or otherwise alienated by Tenant (other than to a Transferee approved
      by Landlord pursuant to Article 15, above) without Landlord's prior
      approval.

     

    ARTICLE
      24

     

    


     

    WAIVER

     

    No
      waiver
      by Landlord or Tenant of any provision of this Lease shall be deemed to be
      a
      waiver of any other provision hereof or of any subsequent breach by the other
      of
      the same or any other provision.  No provision of this Lease may be
      waived by Landlord or Tenant, except by an instrument in writing executed by
      the
      waiving party.  Landlord's consent to or approval of any act by Tenant
      requiring Landlord's consent or approval shall not be deemed to render
      unnecessary the obtaining of Landlord's consent to or approval of any subsequent
      act of Tenant, whether or not similar to the act so consented to or
      approved.  Tenant's consent to or approval of any act by Landlord
      requiring Tenant's consent or approval shall not be deemed to render unnecessary
      the obtaining of Tenant's consent to or approval of any subsequent act of
      Landlord, whether or not similar to the act so consented to or
      approved.  No act or thing done by Landlord or Landlord's agents
      during the Term of this Lease shall be deemed an acceptance of a surrender
      of
      the Premises, and no agreement to accept such surrender shall be valid unless
      in
      writing and signed by Landlord.  The subsequent acceptance of rent
      hereunder by Landlord shall not be deemed to be a waiver of any preceding breach
      by Tenant of any term, covenant or condition of this Lease, other than the
      failure of Tenant to pay the particular rent so accepted, regardless of
      Landlord's knowledge of such preceding breach at the time of acceptance of
      such
      rent.  Any payment by Tenant or receipt by Landlord of an amount less
      than the total amount then due hereunder shall be deemed to be in partial
      payment only thereof and not a waiver of the balance due or an accord and
      satisfaction, notwithstanding any statement or endorsement to the contrary
      on
      any check or any other instrument delivered concurrently therewith or in
      reference thereto.  Accordingly, Landlord may accept any such amount
      and negotiate any such check without prejudice to Landlord's right to recover
      all balances due and owing and to pursue its other rights against Tenant under
      this Lease, regardless of whether Landlord makes any notation on such instrument
      of payment or otherwise notifies Tenant that such acceptance or negotiation
      is
      without prejudice to Landlord's rights.

     

    ARTICLE
      25

     

    


     

    ESTOPPEL
      CERTIFICATE

     

    Tenant
      shall, at any time and from time to time, upon not less than ten (10) days'
      prior written notice from Landlord, execute, acknowledge and deliver to Landlord
      a statement in writing certifying the following information, (but not limited
      to
      the following information in the event further information is requested by
      Landlord):  (i) that this Lease is unmodified and in full force
      and effect (or, if modified, stating the nature of such modification and
      certifying that this Lease, as modified, is in full force and effect);
      (ii) the dates to which the rental and other charges are paid in advance,
      if any; (iii) the amount of Tenant's security deposit, if any; and
      (iv) acknowledging that there are not, to Tenant's knowledge, any uncured
      defaults on the part of Landlord hereunder, and no events or conditions then
      in
      existence which, with the passage of time or notice or both, would constitute
      a
      default on the part of Landlord hereunder, or specifying such defaults, events
      or conditions, if any are claimed.  It is expressly understood and
      agreed that any such statement may be relied upon by any prospective purchaser
      or encumbrancer of all or any portion of the Real Property.  Tenant's
      failure to deliver such statement within such time shall constitute an admission
      by Tenant that all statements contained therein are true and
      correct.  Tenant hereby irrevocably appoints Landlord as Tenant's
      attorney-in-fact and in Tenant's name, place and stead to execute any and all
      documents described in this Article 25 if Tenant fails to do so within the
      specified time period.

     

    Landlord
      shall, but only in connection with Tenant's Transfer of this Lease, merger,
      consolidation or sale of its assets or obtainment of financing for its business,
      upon not less than thirty (30) days prior written notice from Tenant, execute,
      acknowledge and deliver to Tenant a statement in writing certifying the
      following information:  (i) that this Lease is unmodified and in
      full force and effect (or, if modified, stating the nature of such modification
      and certifying that this Lease, as modified, is in full force and effect);
      (ii) the dates to which Tenant's rental and other charges are paid in
      advance, if any; (iii) the amount of Tenant's security deposit, if any; and
      (iv) acknowledging that there are not, to Landlord's actual knowledge, any
      uncured defaults on the part of Tenant hereunder, and no events or conditions
      then in existence which, with the passage of time or notice or both, would
      constitute a default on the part of Tenant hereunder, or specifying such
      defaults, events or conditions, if any are claimed.  It is expressly
      understood and agreed that any such statement may be relied upon only by Tenant,
      such Transferee and/or Tenant's lender.

     

    ARTICLE
      26

     

    


     

    LIABILITY
      OF LANDLORD

     

    Notwithstanding
      anything in this Lease to the contrary, any remedy of Tenant for the collection
      of a judgment (or other judicial process) requiring the payment of money by
      Landlord in the event of any default by Landlord hereunder or any claim, cause
      of action, obligation, contractual statutory or otherwise by Tenant against
      Landlord or the Landlord Parties concerning, arising out of or relating to
      any
      matter relating to this Lease and all of the covenants and conditions or any
      obligations, contractual, statutory, or otherwise set forth herein, shall be
      limited solely and exclusively to an amount which is equal to the interest
      of
      Landlord in and to the Project (including Landlord's interest in any proceeds
      of
      insurance policies).  No other property or assets of Landlord, or any
      member, officer, director, shareholder, partner, trustee, agent, servant or
      employee of Landlord (“Representative”) shall be subject to
      levy, execution or other enforcement procedure for the satisfaction of Tenant’s
      remedies under or with respect to this Lease, Landlord’s obligations to Tenant,
      whether contractual, statutory or otherwise, the relationship of Landlord and
      Tenant hereunder, or Tenant’s use or occupancy of the
      Premises.  Tenant further understands that any liability, duty or
      obligation of Landlord to Tenant which accrues from and after the date of
      transfer, shall automatically cease and terminate as of the date that Landlord
      or any of Landlord’s Representatives no longer have any right, title or interest
      in or to the Project.  Notwithstanding any contrary provision herein,
      neither Landlord nor any Landlord Representative shall be liable under any
      circumstances for injury or damage to, or interference with, Tenant's business,
      including but not limited to, loss of profits, loss of rents or other revenues,
      loss of business opportunity, loss of goodwill or loss of use, in each case,
      however occurring.

     

    ARTICLE
      27

     

    


     

    INABILITY
      TO PERFORM

     

    Except
      for Tenant's obligations to pay Basic Rental, Additional Rent and any other
      charge or sum payable by Tenant under this Lease, this Lease and the obligations
      of Landlord and Tenant hereunder shall not be affected or impaired because
      Landlord or Tenant, as the case may be, is unable to fulfill any of its
      obligations hereunder or is delayed in doing so, if such inability or delay
      is
      caused by reason of any prevention, delay, stoppage due to strikes, lockouts,
      acts of God, or any other cause previously, or at such time, beyond the
      reasonable control or anticipation of Landlord or Tenant, as the case may be
      (collectively, a "Force Majeure") in which event Landlord's or
      Tenant's, as the case may be, obligations under this Lease shall be forgiven
      and
      suspended by and to the extent of any such Force Majeure.

     

    ARTICLE
      28

     

    


     

    HAZARDOUS
      WASTE

     

    (a)           Tenant
      shall not cause or permit any Hazardous Material (as defined in
      Article 28(d) below) to enter or be brought, kept or used in or about the
      Project by Tenant, its agents, employees, contractors, or
      invitees.  Tenant indemnifies Landlord and the Landlord Parties from
      and against any breach by Tenant of the obligations stated in this
      Article 28, and agrees to defend and hold Landlord and the Landlord Parties
      harmless from and against any and all claims, judgments, damages, penalties,
      fines, costs, liabilities, or losses (including, without limitation, diminution
      in value of the Project, damages for the loss or restriction or use of rentable
      or usable space or of any amenity of the Project, damages arising from any
      adverse impact or marketing of space in the Project, and sums paid in settlement
      of claims, attorneys' fees and costs, consultant fees, and expert fees) which
      arise during or after the Term of this Lease as a result of such
      breach.  This indemnification of Landlord and the Landlord Parties by
      Tenant includes, without limitation, costs incurred in connection with any
      investigation of site conditions or any cleanup, remedial, removal, or
      restoration work required by any federal, state, or local governmental agency
      or
      political subdivision because of Hazardous Material present in the soil or
      ground water on or under the Project.  Without limiting the foregoing,
      if the presence of any Hazardous Material on the Project caused or permitted
      by
      Tenant results in any contamination of the Project, then subject to the
      provisions of Articles 9, 10 and 11 hereof, Tenant shall promptly take all
      actions at its sole expense as are necessary to return the Project to the
      condition existing prior to the introduction of any such Hazardous Material
      and
      the contractors to be used by Tenant for such work must be approved by Landlord,
      which approval shall not be unreasonably withheld so long as such actions would
      not potentially have any material adverse long-term or short-term effect on
      the
      Project and so long as such actions do not materially interfere with the use
      and
      enjoyment of the Project by the other tenants thereof; provided however,
      Landlord shall also have the right, by written notice to Tenant, to directly
      undertake any such mitigation efforts with regard to Hazardous Materials in
      or
      about the Project due to Tenant's breach of its obligations pursuant to this
      Section 28(a), and to charge Tenant, as Additional Rent, for the costs
      thereof.  Landlord and Tenant specifically agree that Tenant shall not
      be responsible or liable to Landlord or to other parties for any of Landlord's
      Hazardous Materials (defined below) which are released or brought in, on, under
      or about the Project by Landlord or any agent, employee, contractor or
      representative of Landlord.  The term "Landlord's Hazardous Materials"
      shall mean Hazardous Materials which are present in, on, under or about the
      Project or Premises (A) as of the date of this Lease regardless of the source
      of
      such materials, or (B) which are released or brought in, on, under or about
      the
      Project or Premises by another tenant of the Project or Landlord or any agent,
      employee, contractor or representative of Landlord on or after the date of
      this
      Lease.  Landlord's Hazardous Materials shall specifically not include
      any Hazardous Materials released, disturbed, transported, stored, generated
      or
      used by Tenant or any agent, representative, contractor, licensee, invitee,
      customer or employee of Tenant in connection with or related to any dealings
      with Tenant or otherwise at the Project after the date of this
      Lease.

     

    (b)           Intentionally
      Omitted.

     

    (c)           It
      shall not be unreasonable for Landlord to withhold its consent to any proposed
      Transfer if (i) the proposed transferee's anticipated use of the Premises
      involves the generation, storage, use, treatment, or disposal of Hazardous
      Material; (ii) the proposed Transferee has been required by any prior
      landlord, lender, or governmental authority to take remedial action in
      connection with Hazardous Material contaminating a property if the contamination
      resulted from such Transferee's actions or use of the property in question;
      or
      (iii) the proposed Transferee is subject to an enforcement order issued by
      any governmental authority in connection with the use, disposal, or storage
      of a
      Hazardous Material.

     

    (d)           As
      used herein, the term "Hazardous Material" means any hazardous,
      toxic  or other substance, material, or waste which is or becomes
      regulated by any local governmental authority, the State of California or the
      United States Government.  The term "Hazardous Material" includes,
      without limitation, any material or substance which is (i) defined as
      "Hazardous Waste," "Extremely Hazardous Waste," or "Restricted Hazardous Waste"
      under Sections 25115, 25117 or 25122.7, or listed pursuant to Section 25140,
      of
      the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous
      Waste
      Control Law), (ii) defined as a "Hazardous Substance" under Section 25316
      of the California Health and Safety Code, Division 20, Chapter 6.8
      (Carpenter-Presley-Tanner Hazardous Substance Account Act), (iii) defined
      as a "Hazardous Material," "Hazardous Substance," or "Hazardous Waste" under
      Section 25501 of the California Health and Safety Code, Division 20, Chapter
      6.95 (Hazardous Materials Release Response Plans and Inventory),
      (iv) defined as a "Hazardous Substance" under Section 25281 of the
      California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage
      of Hazardous Substances), (v) regulated by Section 26100 et seq. of the
      California Health and Safety Code, Division 20, Chapter 18 (Toxic Mold
      Protection Act of 2001), (vi) petroleum, (vii) asbestos,
      (viii) listed under Article 9 or defined as Hazardous or extremely
      hazardous pursuant to Article 11 of Title 22 of the California
      Administrative Code, Division 4, Chapter 20, (ix) designated as a
      "Hazardous Substance" pursuant to Section 311 of the Federal Water Pollution
      Control Act (33 U.S.C. § 1317), (x) defined as a "Hazardous Waste"
      pursuant to Section 1004 of the Federal Resource Conservation and Recovery
      Act,
      42 U.S.C. § 6901 et seq. (42 U.S.C. § 6903), or (xi) defined as a
      "Hazardous Substance" pursuant to Section 101 of the Comprehensive Environmental
      Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq. (42
      U.S.C. § 9601).

     

    (e)           As
      used herein, the term "Laws" means any applicable federal,
      state or local law, ordinance, or regulation relating to any Hazardous Material
      affecting the Project, including, without limitation, the laws, ordinances,
      and
      regulations referred to in Article 28(d) above.

     

    ARTICLE
      29

     

    


     

    SURRENDER
      OF PREMISES; REMOVAL OF PROPERTY

     

    (a)  The
      voluntary or other surrender of this Lease by Tenant to Landlord, or a mutual
      termination hereof, shall not work a merger, and shall at the option of
      Landlord, operate as an assignment to it of any or all subleases or subtenancies
      affecting the Premises.

     

    (b)  Upon
      the
      expiration of the Term of this Lease, or upon any earlier termination of this
      Lease, Tenant shall quit and surrender possession of the Premises to Landlord
      in
      good order and condition, reasonable wear and tear and repairs which are
      Landlord's obligation excepted, and shall, without expense to Landlord, remove
      or cause to be removed from the Premises all debris and rubbish, all furniture,
      equipment, business and trade fixtures, free-standing cabinet work, moveable
      partitioning, telephone and data cabling and wiring (including telephone and
      data jacks)  and other articles of personal property owned by Tenant
      or installed or placed by Tenant at its own expense in the Premises, and all
      similar articles of any other persons claiming under Tenant (unless Landlord
      exercises its option to have any subleases or subtenancies assigned to it),
      and
      Tenant shall repair all damage to the Premises resulting from the removal of
      such items from the Premises.  The removal of telephone and data
      cabling and wiring shall be performed in accordance with all applicable law
      including, without limitation, The National Electric Code.

     

    (c)  Whenever
      Landlord shall reenter the Premises as provided in Article 20 hereof, or as
      otherwise provided in this Lease, any property of Tenant not removed by Tenant
      upon the expiration of the Term of this Lease (or within forty-eight (48) hours
      after a termination by reason of Tenant's default), as provided in this Lease,
      shall be considered abandoned property ("Abandoned
      Property").  Landlord may take any one or more of the
      following actions with respect to Abandoned Property:  (i) remove
      any or all of the Abandoned Property from the Premises, (ii) dispose of any
      or all of the Abandoned Property in any manner, (iii) store any or all of
      the Abandoned Property in any location at the expense and risk of Tenant, and/or
      (iv) sell any or all of the Abandoned Property at public or private sale,
      in such manner and at such times and places as Landlord, in its sole discretion,
      may deem proper, without notice to or demand upon Tenant.  If Landlord
      sells the Abandoned Property, Landlord shall apply the proceeds of such sale
      as
      follows:  first, to the cost and expense of such sale, including
      reasonable attorneys' fees and costs for services rendered; second, to the
      payment of the cost of or charges for storing any such property; third, to
      the
      payment of any other sums of money which may then or thereafter be due to
      Landlord from Tenant under any of the terms of this Lease; and fourth, the
      balance, if any, to Tenant.  If Landlord takes any such action with
      respect to the Abandoned Property under the terms of this section, Tenant shall
      release Landlord from any and all liability arising out of or related to the
      Abandoned Property and Tenant shall indemnify, defend and hold Landlord harmless
      from any and all loss, cost, damage, liability or claims arising out of or
      related to the Abandoned Property.

     

    (d)           All
      fixtures, equipment, leasehold improvements, Alterations and/or appurtenances
      attached to or built into the Premises prior to or during the Term, whether
      by
      Landlord or Tenant and whether at the expense of Landlord or Tenant, or of
      both,
      shall be and remain part of the Premises and shall not be removed by Tenant
      at
      the end of the Term unless otherwise expressly provided for in this Lease or
      unless such removal is required by Landlord.  Such fixtures,
      equipment, leasehold improvements, Alterations, additions, improvements and/or
      appurtenances shall include but not be limited to:  all floor
      coverings, drapes, paneling, built-in cabinetry, molding, doors, vaults
      (including vault doors), plumbing systems, security systems, electrical systems,
      lighting systems, silencing equipment, communication systems, all fixtures
      and
      outlets for the systems mentioned above and for all telephone, radio, telegraph
      and television purposes, and any special flooring or ceiling
      installations.

     

    ARTICLE
      30

     

    


     

    MISCELLANEOUS

     

    (a)           SEVERABILITY;
      ENTIRE AGREEMENT.ANY PROVISION OF THIS
      LEASE WHICH SHALL PROVE TO BE INVALID, VOID, OR ILLEGAL SHALL IN NO WAY AFFECT,
      IMPAIR OR INVALIDATE ANY OTHER PROVISION HEREOF AND SUCH OTHER PROVISIONS SHALL
      REMAIN IN FULL FORCE AND EFFECT.  THIS LEASE AND THE EXHIBITS AND ANY
      ADDENDUM ATTACHED HERETO CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE PARTIES
      HERETO WITH REGARD TO TENANT'S OCCUPANCY OR USE OF ALL OR ANY PORTION OF THE
      PROJECT, AND NO PRIOR AGREEMENT OR UNDERSTANDING PERTAINING TO ANY SUCH MATTER
      SHALL BE EFFECTIVE FOR ANY PURPOSE.  NO PROVISION OF THIS LEASE MAY BE
      AMENDED OR SUPPLEMENTED EXCEPT BY AN AGREEMENT IN WRITING SIGNED BY THE PARTIES
      HERETO OR THEIR SUCCESSOR IN INTEREST.  THE PARTIES AGREE THAT ANY
      DELETION OF LANGUAGE FROM THIS LEASE PRIOR TO ITS MUTUAL EXECUTION BY LANDLORD
      AND TENANT SHALL NOT BE CONSTRUED TO HAVE ANY PARTICULAR MEANING OR TO RAISE
      ANY
      PRESUMPTION, CANON OF CONSTRUCTION OR IMPLICATION INCLUDING, WITHOUT LIMITATION,
      ANY IMPLICATION THAT THE PARTIES INTENDED THEREBY TO STATE THE CONVERSE, OBVERSE
      OR OPPOSITE OF THE DELETED LANGUAGE.

     

    (b)           Attorneys'
      Fees; Waiver of Jury Trial.

     

    (i)           In
      any action to enforce the terms of this Lease, including any suit by Landlord
      for the recovery of rent or possession of the Premises, the losing party shall
      pay the successful party a reasonable sum for attorneys' fees and costs in
      such
      suit and such attorneys' fees and costs shall be deemed to have accrued prior
      to
      the commencement of such action and shall be paid whether or not such action
      is
      prosecuted to judgment.  Tenant shall also reimburse Landlord for all
      costs incurred by Landlord in connection with enforcing its rights under this
      Lease against Tenant following a bankruptcy by Tenant or otherwise, including
      without limitation, legal fees, experts' fees and expenses, court costs and
      consulting fees.

     

    (ii)           Should
      Landlord, without fault on Landlord's part, be made a party to any litigation
      instituted by Tenant or by any third party against Tenant, or by or against
      any
      person holding under or using the Premises by license of Tenant, or for the
      foreclosure of any lien for labor or material furnished to or for Tenant or
      any
      such other person or otherwise arising out of or resulting from any act or
      transaction of Tenant or of any such other person, Tenant covenants to save
      and
      hold Landlord harmless from any judgment rendered against Landlord or the
      Premises or any part thereof and from all costs and expenses, including
      reasonable attorneys' fees and costs incurred by Landlord in connection with
      such litigation.

     

    (iii)           When
      legal services are rendered by an attorney at law who is an employee of a party,
      attorneys' fees and costs incurred by that party shall be deemed to include
      an
      amount based upon the number of hours spent by such employee on such matters
      multiplied by an appropriate billing rate determined by taking into
      consideration the same factors, including but not limited by, the importance
      of
      the matter, time applied, difficulty and results, as are considered when an
      attorney not in the employ of a party is engaged to render such
      service.

     

    (iv)           Intentionally
      Omitted.

     

    (c)           Time
      of Essence.  Each of Tenant's covenants herein is a condition and
      time is of the essence with respect to the performance of every provision of
      this Lease.

     

    (d)           Headings;
      Joint and Several.  The article headings contained in this Lease
      are for convenience only and do not in any way limit or amplify any term or
      provision hereof.  The terms "Landlord" and "Tenant" as used herein
      shall include the plural as well as the singular, the neuter shall include
      the
      masculine and feminine genders and the obligations herein imposed upon Tenant
      shall be joint and several as to each of the persons, firms or corporations
      of
      which Tenant may be composed.

     

    (e)           Reserved
      Area.  Tenant hereby acknowledges and agrees that the exterior
      walls of the Premises and the area between the finished ceiling of the Premises
      and the slab of the floor of the Project thereabove have not been demised hereby
      and the use thereof together with the right to install, maintain, use, repair
      and replace pipes, ducts, conduits, wiring and cabling leading through, under
      or
      above the Premises or throughout the Project in locations which will not
      materially interfere with Tenant's use of the Premises and serving other parts
      of the Project are hereby excepted and reserved unto Landlord.

     

    (f)           NO
      OPTION.  THE SUBMISSION OF THIS LEASE BY
      LANDLORD, ITS AGENT OR REPRESENTATIVE FOR EXAMINATION OR EXECUTION BY TENANT
      DOES NOT CONSTITUTE AN OPTION OR OFFER TO LEASE THE PREMISES UPON THE TERMS
      AND
      CONDITIONS CONTAINED HEREIN OR A RESERVATION OF THE PREMISES IN FAVOR OF TENANT,
      IT BEING INTENDED HEREBY THAT THIS LEASE SHALL ONLY BECOME EFFECTIVE UPON THE
      EXECUTION HEREOF BY LANDLORD AND TENANT AND DELIVERY OF A FULLY EXECUTED LEASE
      TO TENANT.

     

    (g)           Use
      of Project Name; Improvements.  Tenant shall not be allowed to use
      the name, picture or representation of the Project, or words to that effect,
      in
      connection with any business carried on in the Premises or otherwise (except
      as
      Tenant's address) without the prior written consent of Landlord.  In
      the event that Landlord undertakes any additional improvements on the Real
      Property including but not limited to new construction or renovation or
      additions to the existing improvements, Landlord shall not be liable to Tenant
      for any noise, dust, vibration or interference with access to the Premises
      or
      disruption in Tenant's business caused thereby.

     

    (h)           Rules
      and Regulations.  Tenant shall observe faithfully and comply
      strictly with the Rules and Regulations attached to this Lease as
      Exhibit "B" and made a part hereof, and such other Rules and Regulations as
      Landlord may from time to time reasonably adopt for the safety, care and
      cleanliness of the Project, the facilities thereof, or the preservation of
      good
      order therein.  Landlord shall not be liable to Tenant for violation
      of any such Rules and Regulations, or for the breach of any covenant or
      condition in any lease by any other tenant in the Project.  A waiver
      by Landlord of any Rule or Regulation for any other tenant shall not constitute
      nor be deemed a waiver of the Rule or Regulation for this Tenant.

     

    (i)           Quiet
      Possession.  Upon Tenant's paying the Basic Rental, Additional
      Rent and other sums provided hereunder and observing and performing all of
      the
      covenants, conditions and provisions on Tenant's part to be observed and
      performed hereunder, Tenant shall have quiet possession of the Premises for
      the
      entire Term hereof, subject to all of the provisions of this Lease.

     

    (j)           Rent.  All
      payments required to be made hereunder to Landlord shall be deemed to be rent,
      whether or not described as such.

     

    (k)           Successors
      and Assigns.  Subject to the provisions of Article 15 hereof,
      all of the covenants, conditions and provisions of this Lease shall be binding
      upon and shall inure to the benefit of the parties hereto and their respective
      heirs, personal representatives, successors and assigns.

     

    (l)           Notices.  Any
      notice required or permitted to be given hereunder shall be in writing and
      may
      be given by personal service evidenced by a signed receipt or sent by registered
      or certified mail, return receipt requested, or via overnight courier, and
      shall
      be effective upon proof of delivery, addressed to Tenant at the Premises or
      to
      Landlord at the management office for the Project, with a copy to Landlord,
      c/o
      Told Partners, 5940 Variel Avenue, Woodland Hills, California 91367, Attn:
      Brian
      Forster.  Either party may by notice to the other specify a different
      address for notice purposes except that, upon Tenant's taking possession of
      the
      Premises, the Premises shall constitute Tenant's address for notice
      purposes.  A copy of all notices to be given to Landlord hereunder
      shall be concurrently transmitted by Tenant to such party hereafter designated
      by notice from Landlord to Tenant.  Any notices sent by Landlord
      regarding or relating to eviction procedures, including without limitation
      three
      day notices, may be sent by regular mail.

     

    (m)           Persistent
      Delinquencies.  In the event that Tenant shall be delinquent by
      more than fifteen (15) days in the payment of rent on three (3) separate
      occasions in any twelve (12) month period, Landlord shall have the right to
      terminate this Lease by thirty (30) days written notice given by Landlord to
      Tenant within thirty (30) days of the last such delinquency.

     

    (n)           Right
      of Landlord to Perform.  All covenants and agreements to be
      performed by Tenant under any of the terms of this Lease shall be performed
      by
      Tenant at Tenant's sole cost and expense and without any abatement of
      rent.  If Tenant shall fail to pay any sum of money, other than rent,
      required to be paid by it hereunder or shall fail to perform any other act
      on
      its part to be performed hereunder, and such failure shall continue beyond
      any
      applicable cure period set forth in this Lease, Landlord may, but shall not
      be
      obligated to, without waiving or releasing Tenant from any obligations of
      Tenant, make any such payment or perform any such other act on Tenant's part
      to
      be made or performed as is in this Lease provided.  All sums so paid
      by Landlord and all reasonable incidental costs, together with interest thereon
      at the rate of ten percent (10%) per annum from the date of such payment by
      Landlord, shall be payable to Landlord on demand and Tenant covenants to pay
      any
      such sums, and Landlord shall have (in addition to any other right or remedy
      of
      Landlord) the same rights and remedies in the event of the nonpayment thereof
      by
      Tenant as in the case of default by Tenant in the payment of the
      rent.

     

    (o)           Access,
      Changes in Project, Facilities, Name.

     

    (i)           Every
      part of the Project except the inside surfaces of all walls, windows and doors
      bounding the Premises (including exterior building walls, the rooftop, core
      corridor walls and doors and any core corridor entrance), and any space in
      or
      adjacent to the Premises or within the Project used for shafts, stacks, pipes,
      conduits, fan rooms, ducts, electric or other utilities, sinks or other building
      facilities, and the use thereof, as well as access thereto through the Premises
      for the purposes of operation, maintenance, decoration and repair, are reserved
      to Landlord.

     

    (ii)           Tenant
      shall permit Landlord to install, use and maintain pipes, ducts and conduits
      within the walls, columns and ceilings of the Premises and throughout the
      Project.

     

    (iii)           Landlord
      reserves the right, without incurring any liability to Tenant therefor, to
      make
      such changes in or to the Project and the fixtures and equipment thereof, as
      well as in or to the street entrances, halls, passages, elevators, stairways
      and
      other improvements thereof, as it may deem necessary or desirable.

     

    (iv)           Landlord
      may adopt any name for the Project and Landlord reserves the right, from time
      to
      time, to change the name and/or address of the Project.

     

    (p)           Signing
      Authority.  Each individual executing this Lease on behalf of
      Tenant represents and warrants that he or she is duly authorized to execute
      and
      deliver this Lease on behalf of Tenant in accordance with a duly adopted
      resolution of the Board of Directors of said corporation or in accordance with
      the By-laws of said corporation and that this Lease is binding upon said entity
      in accordance with its terms.  Tenant agrees to cause this Lease to be
      executed by (1) either the Chairman of the Board, President, or any Vice
      President of Tenant and (2) either the Secretary, Assistant Secretary, Assistant
      Treasurer or Chief Financial Officer of Tenant.

     

    (q)           Identification
      of Tenant.

     

    (i)           If
      Tenant constitutes more than one person or entity, (A) each of them shall
      be jointly and severally liable for the keeping, observing and performing of
      all
      of the terms, covenants, conditions and provisions of this Lease to be kept,
      observed and performed by Tenant, (B) the term "Tenant" as used in this
      Lease shall mean and include each of them jointly and severally, and
      (C) the act of or notice from, or notice or refund to, or the signature of,
      any one or more of them, with respect to the tenancy of this Lease, including,
      but not limited to, any renewal, extension, expiration, termination or
      modification of this Lease, shall be binding upon each and all of the persons
      or
      entities executing this Lease as Tenant with the same force and effect as if
      each and all of them had so acted or so given or received such notice or refund
      or so signed.

     

    (ii)           If
      Tenant is a partnership (or is comprised of two or more persons, individually
      and as co-partners of a partnership) or if Tenant's interest in this Lease
      shall
      be assigned to a partnership (or to two or more persons, individually and as
      co-partners of a partnership) pursuant to Article 15 hereof (any such
      partnership and such persons hereinafter referred to in this
      Article 30(q)(ii) as "Partnership Tenant"), the following
      provisions of this Lease shall apply to such Partnership Tenant:

     

    (A)           The
      liability of each of the parties comprising Partnership Tenant shall be joint
      and several.

     

    (B)           Each
      of the parties comprising Partnership Tenant hereby consents in advance to,
      and
      agrees to be bound by, any written instrument which may hereafter be executed,
      changing, modifying or discharging this Lease, in whole or in part, or
      surrendering all or any part of the Premises to the Landlord, and by notices,
      demands, requests or other communication which may hereafter be given, by the
      individual or individuals authorized to execute this Lease on behalf of
      Partnership Tenant under Subparagraph (p) above.

     

    (C)           Any
      bills, statements, notices, demands, requests or other communications given
      or
      rendered to Partnership Tenant or to any of the parties comprising Partnership
      Tenant shall be deemed given or rendered to Partnership Tenant and to all such
      parties and shall be binding upon Partnership Tenant and all such
      parties.

     

    (D)           If
      Partnership Tenant admits new partners, all of such new partners shall, by
      their
      admission to Partnership Tenant, be deemed to have assumed performance of all
      of
      the terms, covenants and conditions of this Lease on Tenant's part to be
      observed and performed.

     

    (E)           Partnership
      Tenant shall give prompt notice to Landlord of the admission of any such new
      partners, and, upon demand of Landlord, shall cause each such new partner to
      execute and deliver to Landlord an agreement in form satisfactory to Landlord,
      wherein each such new partner shall assume performance of all of the terms,
      covenants and conditions of this Lease on Partnership Tenant's part to be
      observed and performed (but neither Landlord's failure to request any such
      agreement nor the failure of any such new partner to execute or deliver any
      such
      agreement to Landlord shall terminate the provisions of clause (D) of this
      Article 30(q)(ii) or relieve any such new partner of its obligations
      thereunder).

     

    (r)           Substitute
      Premises.  Intentionally omitted

     

    (s)           Survival
      of Obligations.  Any obligations of Tenant occurring prior to the
      expiration or earlier termination of this Lease shall survive such expiration
      or
      earlier termination.  Such obligations of Landlord which expressly
      survive the expiration or earlier termination of this Lease shall survive the
      expiration or earlier termination of this Lease.

     

    (t)           Confidentiality.  Tenant
      acknowledges that the content of this Lease and any related documents are
      confidential information.  Tenant shall keep such confidential
      information strictly confidential and shall not disclose such confidential
      information to any person or entity other than Tenant's financial, legal and
      space planning consultants and any proposed Transferees.

     

    (u)           Governing
      Law.  This Lease shall be governed by and construed in accordance
      with the laws of the State of California.  No conflicts of law rules
      of any state or country (including, without limitation, California conflicts
      of
      law rules) shall be applied to result in the application of any substantive
      or
      procedural laws of any state or country other than California.  All
      controversies, claims, actions or causes of action arising between the parties
      hereto and/or their respective successors and assigns, shall be brought, heard
      and adjudicated by the courts of the State of California, with venue in the
      County in which the Project is located.  Each of the parties hereto
      hereby consents to personal jurisdiction by the courts of the State of
      California in connection with any such controversy, claim, action or cause
      of
      action, and each of the parties hereto consents to service of process by any
      means authorized by California law and consent to the enforcement of any
      judgment so obtained in the courts of the State of California on the same terms
      and conditions as if such controversy, claim, action or cause of action had
      been
      originally heard and adjudicated to a final judgment in such
      courts.  Each of the parties hereto further acknowledges that the laws
      and courts of California were freely and voluntarily chosen to govern this
      Lease
      and to adjudicate any claims or disputes hereunder.

     

    (v)           Exhibits.  The
      Exhibits attached hereto are incorporated herein by this reference as if fully
      set forth herein.

     

    (w)           Independent
      Covenants.  This Lease shall be construed as though the covenants
      herein between Landlord and Tenant are independent (and not dependent) and
      Tenant hereby expressly waives the benefit of any statute to the contrary and
      agrees that if Landlord fails to perform its obligations set forth herein,
      Tenant shall not be entitled to make any repairs or perform any acts hereunder
      at Landlord's expense or to set off of any of the rent or other amounts owing
      hereunder against Landlord.

     

    (x)           Counterparts.  This
      Lease may be executed in counterparts, each of which shall be deemed an
      original, but such counterparts, when taken together, shall constitute one
      agreement.

     

    (y)           Financial
      Statements.  Within ten (10) days after Tenant's receipt of
      Landlord's written request, but only in connection with Landlord's financing,
      refinancing or sale of the Project or upon Landlord's lender's request or in
      connection with any amendment to this Lease, Tenant shall provide Landlord
      with
      current financial statements of Tenant and financial statements for the two
      (2)
      calendar or fiscal years (if Tenant's fiscal year is other than a calendar
      year)
      prior to the current financial statement year.  Any such statements
      shall be prepared in accordance with generally accepted accounting principles
      and, if the normal practice of Tenant, shall be audited by an independent
      certified public accountant.  Landlord agrees to keep Tenant's
      financial information strictly confidential and not disclose such information
      to
      persons other than its financial or legal consultants, and its prospective
      purchasers or lenders of the Project or as otherwise required by
      law.

     

    (z)           Office
      of Foreign Assets Control.  Tenant certifies to Landlord that
      Tenant is not entering into this Lease, nor acting, for or on behalf of any
      person or entity named as a terrorist or other banned or blocked person or
      entity pursuant to any law, order, rule or regulation of the United States
      Treasury Department or the Office of Foreign Assets Control.  Tenant
      hereby agrees to indemnify, defend and hold Landlord and the Landlord Parties
      harmless from any and all Claims arising from or related to any breach of the
      foregoing certification.

     

    (aa)           Access.  Subject
      to the terms of this Lease, Tenant shall have access to the Premises, Project
      and parking facilities serving the Project twenty-four (24) hours per day,
      seven
      (7) days per week.

     

    ARTICLE
      31

     

    


     

    SIGNAGE/DIRECTORY

     

    Landlord,
      at Tenant's sole cost and expense, shall provide Tenant with (i) a Project
      standard number of lines in the lobby directory during the Term, and (ii)
      Project standard suite entrance signage.  Such entry signage shall be
      subject to Landlord's approval as to size, design, location, graphics,
      materials, colors and similar specifications and shall be consistent with the
      exterior design, materials and appearance of the Project and the Project's
      signage program.  Upon the expiration or earlier termination of this
      Lease, Tenant shall, at Tenant's sole cost and expense, remove such suite
      entrance signage a repair any damage caused thereby.

     

    ARTICLE
      32

     

    


     

    OPTION
      TO RENEW

     

    (a)           Option
      Right.  Landlord hereby grants the Tenant named in this Lease
      ("Original Tenant") one (1) option (the "Option") to extend the Term for a
      period of three (3) years (the "Option Term"), which Option shall be exercisable
      only by written notice delivered by Tenant to Landlord as set forth
      below.  The rights contained in this Article 31 shall be personal
      to the Original Tenant and may only be exercised by the Original Tenant (and
      not
      any assignee, sublessee or other transferee of the Original Tenant's interest
      in
      this Lease) if the Original Tenant occupies the entire Premises as of the date
      of Tenant's Acceptance (as defined in Section 31(c) below).

     

    (b)           Option
      Rent.  The rent payable by Tenant during the Option Term ("Option
      Rent") shall be equal to the "Market Rent" (defined below), but in no event
      shall the Option Rent be less than Tenant is paying under the Lease on the
      month
      immediately preceding the Option Term for Monthly Basic Rental, including all
      escalations, Direct Costs, additional rent and other charges.  "Market
      Rent" shall mean the applicable Monthly Basic Rental, including all escalations,
      Direct Costs, additional rent and other charges at which tenants, as of the
      commencement of the Option Term, are leasing non-renewal, non-sublease,
      non-equity space comparable in size, location and quality to the Premises for
      a
      term comparable to the Option Term, which comparable space is located in the
      Project and if no such space is located in the Project, then in office buildings
      comparable to the Project in Camarillo, California, taking into consideration
      the value of the existing improvements in the Premises to Tenant, as compared
      to
      the value of the existing improvements in such comparable space, with such
      value
      to be based upon the age, quality and layout of the improvements and the extent
      to which the same could be utilized by Tenant.

     

    (c)           Exercise
      of Option.  The Option shall be exercised by Tenant only in the
      following manner:  (i) Tenant shall not be in default, and shall
      not have been in default under this Lease more than once, on the delivery date
      of the Interest Notice and Tenant's Acceptance; (ii) Tenant shall deliver
      written notice ("Interest Notice") to Landlord not more than ten (10) months
      nor
      less than nine (9) months prior to the expiration of the Lease Term, stating
      that Tenant is interested in exercising the Option, (iii) within fifteen
      (15) business days of Landlord's receipt of Tenant's written notice, Landlord
      shall deliver notice ("Option Rent Notice") to Tenant setting forth the Option
      Rent; and (iv) if Tenant desires to exercise such Option, Tenant shall
      provide Landlord written notice within five (5) business days after receipt
      of
      the Option Rent Notice ("Tenant's Acceptance") and upon, and concurrent with
      such exercise, Tenant may, at its option, object to the Option Rent contained
      in
      the Option Rent Notice.  Tenant's failure to deliver the Interest
      Notice or Tenant's Acceptance on or before the dates specified above shall
      be
      deemed to constitute Tenant's election not to exercise the Option.  If
      Tenant timely and properly exercises its Option, the Lease Term shall be
      extended for the Option Term upon all of the terms and conditions set forth
      in
      this Lease, except that the rent for the Option Term shall be as indicated
      in
      the Option Rent Notice,  unless Tenant, concurrently with Tenant's
      acceptance, objects to the Option Rent contained in the Option Rent Notice,
      in
      which case the parties shall follow the procedure and the Option Rent shall
      be
      determined, as set forth in Section 31(d) below.

     

    (d)           Determination
      of Market Rent.  If Tenant timely and appropriately objects to the
      Market Rent in Tenant's Acceptance, Landlord and Tenant shall attempt to agree
      upon the Market Rent using their best good-faith efforts.  If Landlord
      and Tenant fail to reach agreement within twenty-one (21) days following
      Tenant's Acceptance ("Outside Agreement Date"), then each party shall make
      a
      separate determination of the Market Rent which shall be submitted to each
      other
      and to arbitration in accordance with the following items (i) through
      (vii):

    


    (i)           Landlord
      and Tenant shall each appoint, within ten (10) days of the Outside Agreement
      Date, one arbitrator who shall by profession be a current real estate broker
      or
      appraiser of commercial office properties in the immediate vicinity of the
      Project, and who has been active in such field over the last five (5)
      years.  The determination of the arbitrators shall be limited solely
      to the issue of whether Landlord's or Tenant's submitted Market Rent is the
      closest to the actual Market Rent as determined by the arbitrators, taking
      into
      account the requirements of item (b), above.

     

    (ii)           The
      two (2) arbitrators so appointed shall within five (5) business days of the
      date
      of the appointment of the last appointed arbitrator agree upon and appoint
      a
      third arbitrator who shall be qualified under the same criteria set forth
      hereinabove for qualification of the initial two (2) arbitrators.

     

    (iii)           The
      three (3) arbitrators shall within fifteen (15) days of the appointment of
      the
      third arbitrator reach a decision as to whether the parties shall use Landlord's
      or Tenant's submitted Market Rent, and shall notify Landlord and Tenant
      thereof.

     

    (iv)           The
      decision of the majority of the three (3) arbitrators shall be binding upon
      Landlord and Tenant.

     

    (v)           If
      either Landlord or Tenant fails to appoint an arbitrator within ten (10) days
      after the applicable Outside Agreement Date, the arbitrator appointed by one
      of
      them shall reach a decision, notify Landlord and Tenant thereof, and such
      arbitrator's decision shall be binding upon Landlord and Tenant.

     

    (vi)           If
      the two arbitrators fail to agree upon and appoint a third arbitrator, or both
      parties fail to appoint an arbitrator, then the appointment of the third
      arbitrator or any arbitrator shall be dismissed and the matter to be decided
      shall be forthwith submitted to arbitration under the provisions of the American
      Arbitration Association, but subject to the instruction set forth in this item
      (d).

     

    (vii)           The
      cost of arbitration shall be paid by Landlord and Tenant equally.

     

    [The
      rest
      of this page intentionally left blank.  Signatures on the next
      page.]



     

    IN
      WITNESS WHEREOF, the parties have executed this Lease, consisting of the
      foregoing provisions and Articles, including all exhibits and other attachments
      referenced therein, as of the date first above written.

    


    "LANDLORD":                                                                CAMARILLO
      OFFICE PARTNERS I, LLC,

    a
      California limited liability company

    


    By:           __________________________________

    Name:                      __________________________________

    Its:           __________________________________

     

    


    
      	
               

            	
              "TENANT":

            	
              AURIGA
                LABORATORIES INC.,

            


    

    
      	
               

            	
              a
                Delaware corporation

            


    

     

    By:           

     

    Print
      Name:                                                                           

     

    Title:                                                                

     

    By:           

     

    Print
      Name:                                                                           

     

    Title:                                                                

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    



    EXHIBIT
      "A"

     

    PREMISES

     

    
 

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    EXHIBIT
      "B"

     

    RULES
      AND REGULATIONS

     

     

    1.           No
      sign, advertisement or notice shall be displayed, printed or affixed on or
      to
      the Premises or to the outside or inside of the Project or so as to be visible
      from outside the Premises or Project without Landlord's prior written
      consent.  Landlord shall have the right to remove any non-approved
      sign, advertisement or notice, without notice to and at the expense of Tenant,
      and Landlord shall not be liable in damages for such removal.  All
      approved signs or lettering on doors and walls shall be printed, painted,
      affixed or inscribed at the expense of Tenant by Landlord or by a person
      selected by Landlord and in a manner and style acceptable to
      Landlord.

     

    2.           Tenant
      shall not obtain for use on the Premises ice, waxing, cleaning, interior glass
      polishing, rubbish removal, towel or other similar services, or accept barbering
      or bootblackening, or coffee cart services, milk, soft drinks or other like
      services on the Premises, except from persons authorized by Landlord and at
      the
      hours and under regulations fixed by Landlord.  No vending machines or
      machines of any description shall be installed, maintained or operated upon
      the
      Premises without Landlord's prior written consent.

     

    3.           The
      sidewalks, halls, passages, exits, entrances, elevators and stairways shall
      not
      be obstructed by Tenant or used for any purpose other than for ingress and
      egress from Tenant's Premises.  Under no circumstances is trash to be
      stored in the corridors.  Notice must be given to Landlord for any
      large deliveries.  Furniture, freight and other large or heavy
      articles, and all other deliveries may be brought into the Project only at
      times
      and in the manner designated by Landlord, and always at Tenant's sole
      responsibility and risk.  Landlord may impose reasonable charges for
      use of freight elevators after or before normal business hours.  All
      damage done to the Project by moving or maintaining such furniture, freight
      or
      articles shall be repaired by Landlord at Tenant's expense.  Tenant
      shall not take or permit to be taken in or out of entrances or passenger
      elevators of the Project, any item normally taken, or which Landlord otherwise
      reasonably requires to be taken, in or out through service doors or on freight
      elevators.  Tenant shall move all supplies, furniture and equipment as
      soon as received directly to the Premises, and shall move all waste that is
      at
      any time being taken from the Premises directly to the areas designated for
      disposal.

     

    4.           Toilet
      rooms, toilets, urinals, wash bowls and other apparatus shall not be used for
      any purpose other than for which they were constructed and no foreign substance
      of any kind whatsoever shall be thrown therein.

     

    5.           Tenant
      shall not overload the floor of the Premises or mark, drive nails, screw or
      drill into the partitions, ceilings or floor or in any way deface the
      Premises.  Tenant shall not place typed, handwritten or computer
      generated signs in the corridors or any other common areas.  Should
      there be a need for signage additional to the Project standard tenant placard,
      a
      written request shall be made to Landlord to obtain approval prior to any
      installation.  All costs for said signage shall be Tenant's
      responsibility.

     

    6.           In
      no event shall Tenant place a load upon any floor of the Premises or portion
      of
      any such flooring exceeding the floor load per square foot of area for which
      such floor is designed to carry and which is allowed by law, or any machinery
      or
      equipment which shall cause excessive vibration to the Premises or noticeable
      vibration to any other part of the Project.  Prior to bringing any
      heavy safes, vaults, large computers or similarly heavy equipment into the
      Project, Tenant shall inform Landlord in writing of the dimensions and weights
      thereof and shall obtain Landlord's consent thereto.  Such consent
      shall not constitute a representation or warranty by Landlord that the safe,
      vault or other equipment complies, with regard to distribution of weight and/or
      vibration, with the provisions of this Rule 6 nor relieve Tenant from
      responsibility for the consequences of such noncompliance, and any such safe,
      vault or other equipment which Landlord determines to constitute a danger of
      damage to the Project or a nuisance to other tenants, either alone or in
      combination with other heavy and/or vibrating objects and equipment, shall
      be
      promptly removed by Tenant, at Tenant's cost, upon Landlord's written notice
      of
      such determination and demand for removal thereof.

     

    7.           Tenant
      shall not use or keep in the Premises or Project any kerosene, gasoline or
      inflammable, explosive or combustible fluid or material, or use any method
      of
      heating or air-conditioning other than that supplied by Landlord.

     

    8.           Tenant
      shall not lay linoleum, tile, carpet or other similar floor covering so that
      the
      same shall be affixed to the floor of the Premises in any manner except as
      approved by Landlord.

     

    9.           Tenant
      shall not install or use any blinds, shades, awnings or screens in connection
      with any window or door of the Premises and shall not use any drape or window
      covering facing any exterior glass surface other than the standard drapes,
      blinds or other window covering established by Landlord.

     

    10.           Tenant
      shall cooperate with Landlord in obtaining maximum effectiveness of the cooling
      system by closing window coverings when the sun's rays fall directly on windows
      of the Premises.  Tenant shall not obstruct, alter, or in any way
      impair the efficient operation of Landlord's heating, ventilating and
      air-conditioning system.  Tenant shall not tamper with or change the
      setting of any thermostats or control valves.

     

    11.           The
      Premises shall not be used for manufacturing or for the storage of merchandise
      except as such storage may be incidental to the permitted use of the
      Premises.  Tenant shall not, without Landlord's prior written consent,
      occupy or permit any portion of the Premises to be occupied or used for the
      manufacture or sale of liquor or tobacco in any form, or a barber or manicure
      shop, or as an employment bureau.  The Premises shall not be used for
      lodging or sleeping or for any improper, objectionable or immoral
      purpose.  No auction shall be conducted on the Premises.

     

    12.           Tenant
      shall not make, or permit to be made, any unseemly or disturbing noises, or
      disturb or interfere with occupants of Project or neighboring buildings or
      premises or those having business with it by the use of any musical instrument,
      radio, phonographs or unusual noise, or in any other way.

     

    13.           No
      bicycles, vehicles or animals of any kind shall be brought into or kept in
      or
      about the Premises, and no cooking shall be done or permitted by any tenant
      in
      the Premises, except that the preparation of coffee, tea, hot chocolate and
      similar items for tenants, their employees and visitors shall be
      permitted.  No tenant shall cause or permit any unusual or
      objectionable odors to be produced in or permeate from or throughout the
      Premises.  The foregoing notwithstanding, Tenant shall have the right
      to use a microwave and to heat microwavable items typically heated in an
      office.  No hot plates, toasters, toaster ovens or similar open
      element cooking apparatus shall be permitted in the Premises.

     

    14.           The
      sashes, sash doors, skylights, windows and doors that reflect or admit light
      and
      air into the halls, passageways or other public places in the Project shall
      not
      be covered or obstructed by any tenant, nor shall any bottles, parcels or other
      articles be placed on the window sills.

     

    15.           No
      additional locks or bolts of any kind shall be placed upon any of the doors
      or
      windows by any tenant, nor shall any changes be made in existing locks or the
      mechanisms thereof unless Landlord is first notified thereof, gives written
      approval, and is furnished a key therefor.  Each tenant must, upon the
      termination of his tenancy, give to Landlord all keys and key cards of stores,
      offices, or toilets or toilet rooms, either furnished to, or otherwise procured
      by, such tenant, and in the event of the loss of any keys so furnished, such
      tenant shall pay Landlord the cost of replacing the same or of changing the
      lock
      or locks opened by such lost key if Landlord shall deem it necessary to make
      such change.  If more than two keys for one lock are desired, Landlord
      will provide them upon payment therefor by Tenant.  Tenant shall not
      key or re-key any locks.  All locks shall be keyed by Landlord's
      locksmith only.

     

    16.           Landlord
      shall have the right to prohibit any advertising by any tenant which, in
      Landlord's opinion, tends to impair the reputation of the Project or its
      desirability as an office building and upon written notice from Landlord any
      tenant shall refrain from and discontinue such advertising.

     

    17.           Landlord
      reserves the right to control access to the Project by all persons after
      reasonable hours of generally recognized business days and at all hours on
      Sundays and legal holidays and may at all times control access to the equipment
      areas of the Project outside the Premises.  Each tenant shall be
      responsible for all persons for whom it requests after hours access and shall
      be
      liable to Landlord for all acts of such persons.  Landlord shall have
      the right from time to time to establish reasonable rules and charges pertaining
      to freight elevator usage, including the allocation and reservation of such
      usage for tenants' initial move-in to their premises, and final departure
      therefrom.  Landlord may also establish from time to time reasonable
      rules and charges for accessing the equipment areas of the Project, including
      the risers, rooftops and telephone closets.

     

    18.           Any
      person employed by any tenant to do janitorial work shall, while in the Project
      and outside of the Premises, be subject to and under the control and direction
      of the Office of the Project or its designated representative such as security
      personnel (but not as an agent or servant of Landlord, and the Tenant shall
      be
      responsible for all acts of such persons).

     

    19.           All
      doors opening on to public corridors shall be kept closed, except when being
      used for ingress and egress.  Tenant shall cooperate and comply with
      any reasonable safety or security programs, including fire drills and air raid
      drills, and the appointment of "fire wardens" developed by Landlord for the
      Project, or required by law.  Before leaving the Premises unattended,
      Tenant shall close and securely lock all doors or other means of entry to the
      Premises and shut off all lights and water faucets in the Premises.

     

    20.           The
      requirements of tenants will be attended to only upon application to the Office
      of the Project.

     

    21.           Canvassing,
      soliciting and peddling in the Project are prohibited and each tenant shall
      cooperate to prevent the same.

     

    22.           All
      office equipment of any electrical or mechanical nature shall be placed by
      tenants in the Premises in settings approved by Landlord, to absorb or prevent
      any vibration, noise or annoyance.

     

    23.           No
      air-conditioning unit or other similar apparatus shall be installed or used
      by
      any tenant without the prior written consent of Landlord.  Tenant
      shall pay the cost of all electricity used for air-conditioning in the Premises
      if such electrical consumption exceeds normal office requirements, regardless
      of
      whether additional apparatus is installed pursuant to the preceding
      sentence.

     

    24.           There
      shall not be used in any space, or in the public halls of the Project, either
      by
      any tenant or others, any hand trucks except those equipped with rubber tires
      and side guards.

     

    25.           All
      electrical ceiling fixtures hung in offices or spaces along the perimeter of
      the
      Project must be fluorescent and/or of a quality, type, design and bulb color
      approved by Landlord.  Tenant shall not permit the consumption in the
      Premises of more than 21⁄2 watts per net usable square foot in the Premises in
      respect of office lighting nor shall Tenant permit the consumption in the
      Premises of more than 11⁄2 watts per net usable square foot of space in the
      Premises in respect of the power outlets therein, at any one time. In the event
      that such limits are exceeded, Landlord shall have the right to require Tenant
      to remove lighting fixtures and equipment and/or to charge Tenant for the cost
      of the additional electricity consumed.

     

    26.           Parking.

     

    (a)           Project
      parking facility hours shall be 7:00 a.m. to 7:00 p.m., Monday through
      Friday, and closed on weekends, state and federal holidays excepted, as such
      hours may be revised from time to time by Landlord.

    (b)           Automobiles
      must be parked entirely within the stall lines on the floor.

    (c)           All
      directional signs and arrows must be observed.

    (d)           The
      speed limit shall be 5 miles per hour.

    (e)           Parking
      is prohibited in areas not striped for parking.

    (f)           Parking
      cards or any other device or form of identification supplied by Landlord (or
      its
      operator) shall remain the property of Landlord (or its
      operator).  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 or assignable and any device in the possession of an
      unauthorized holder will be void.  There will be a replacement charge
      to the Tenant or person designated by Tenant of $25.00 for loss of any parking
      card.  There shall be a security deposit of $25.00 due at issuance for
      each card key issued to Tenant.

    (g)           intentionally
      omitted

    (h)           Tenant
      may validate visitor parking by such method or methods as the Landlord may
      approve, at the validation rate from time to time generally applicable to
      visitor parking.

    (i)           Landlord
      (and its operator) may refuse to permit any person who violates the within
      rules
      to park in the Project parking facility, and any violation of the rules shall
      subject the automobile to removal from the Project parking facility at the
      parker's expense.  In either of said events, Landlord (or its
      operator) shall refund a prorata portion of the current monthly parking rate
      and
      the sticker or any other form of identification supplied by Landlord (or its
      operator) will be returned to Landlord (or its operator).

    (j)           Project
      parking facility managers or attendants are not authorized to make or allow
      any
      exceptions to these Rules and Regulations.

    (k)           All
      responsibility for any loss or damage to automobiles or any personal property
      therein is assumed by the parker.

    (l)           Loss
      or theft of parking identification devices from automobiles must be reported
      to
      the Project parking facility manager immediately, and a lost or stolen report
      must be filed by the parker at that time.

    (m)           The
      parking facilities are for the sole purpose of parking one automobile per
      space.  Washing, waxing, cleaning or servicing of any vehicles by the
      parker or his agents is prohibited.

    (n)           Landlord
      (and its operator) reserves the right to refuse the issuance of monthly stickers
      or other parking identification devices to any Tenant and/or its employees
      who
      refuse to comply with the above Rules and Regulations and all City, State or
      Federal ordinances, laws or agreements.

    (o)           Tenant
      agrees to acquaint all employees with these Rules and Regulations.

    (p)           No
      vehicle shall be stored in the Project parking facility for a period of more
      than one (1) week.

     

    27.           The
      Project is a non-smoking Project.  Smoking or carrying lighted cigars
      or cigarettes in the Premises or the Project, including the elevators in the
      Project, is prohibited.

     

    28.           Tenant
      shall not, without Landlord's prior written consent (which consent may be
      granted or withheld in Landlord's absolute discretion), allow any employee
      or
      agent to carry any type of gun or other firearm in or about any of the Premises,
      Project or Development.

     

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    



    EXHIBIT
      "C"

     

    NOTICE
      OF LEASE TERM DATES

     

     

    AND
      TENANT'S PROPORTIONATE SHARE

     

    
      	
              TO:

               

               

            	
              DATE:                                                           

            


    

     

    
      	
              RE:

            	
              Lease
                dated ________________, 200__, between

            	
              ("Landlord"),
                and

            	
              ("Tenant"),
                concerning Suite ________, located at
                __________________________________________.

            


    

     

    Ladies
      and Gentlemen:

     

    In
      accordance with the Lease, Landlord wishes to advise and/or confirm the
      following:

     

    1.           That
      the Premises have been accepted herewith by the Tenant as being substantially
      complete in accordance with the Lease and that there is no deficiency in
      construction.

     

    2.           That
      the Tenant has taken possession of the Premises and acknowledges that under
      the
      provisions of the Lease the Term of said Lease shall commence as of ____________
      for a term of ________________________ ending on
      ________________________.

     

    3.           That
      in accordance with the Lease, Basic Rental commenced to accrue on
      ________________________.

     

    4.           If
      the Commencement Date of the Lease is other than the first day of the month,
      the
      first billing will contain a prorata adjustment.  Each billing
      thereafter shall be for the full amount of the monthly installment as provided
      for in said Lease.

     

    5.           Rent
      is due and payable in advance on the first day of each and every month during
      the Term of said Lease.  Your rent checks should be made payable to
      ________________________ at
      ________________________________________________.

     

    6.           The
      exact number of rentable square feet within the Premises is __________ square
      feet.

     

    7.           Tenant's
      Proportionate Share, as adjusted based upon the exact number of rentable square
      feet within the Premises is _______%.

     

    AGREED
      AND ACCEPTED:

     

    TENANT:

     

     ,

     

    a                                                                

     

    
      	
              By:

            	 


    

     

    
      	
              Its: