LEASE
      AGREEMENT

     

    THIS
      LEASE AGREEMENT is made this 11th day of December, 2007, between MDN
      /
      JSC - II Limited ("Landlord"),
      and the Tenant named below.

     

    
      	
              Tenant:

            	 	
              Adams
                Golf, Ltd.

            
	 	 	 
	
              Tenant’s
                Representative, 

            	 	
              Adams
                Golf Ltd.

            
	
              Address,
                and Telephone:

            	 	
              2800
                Technology Drive

            
	 	 	
              Suite
                100

            
	 	 	
              Plano,
                TX 75074 

            
	 	 	 
	
              Premises:

            	 	
              That
                portion of the Building, containing approximately 52,983
                rentable square feet, as determined by Landlord, as shown on Exhibit
                A.

            
	 	 	 
	
              Project:

            	 	
              Plano
                Distribution Center #2

            
	 	 	 
	
              Building:

            	 	
              Plano
                Distribution Center #2

            
	 	 	
              2800
                Technology Drive

            
	 	 	
              Suite
                100

            
	 	 	
              Plano,
                TX 75074 

            
	 	 	 
	
              Tenant's
                Proportionate Share of Project:

            	 	
              34.063%

            
	 	 	 
	
              Tenant's
                Proportionate Share of Building:

            	 	
              34.063%

            
	 	 	 
	
              Lease
                Term:

            	 	
              Beginning
                on the Commencement Date and ending on the last day of the 44th full
                calendar month thereafter.

            
	 	 	 
	
              Commencement
                Date:

            	 	
              January
                1, 2008

            
	 	 	 
	
              Initial
                Monthly Base Rent:

            	 	
              $17,440.24

            
	 	 	 
	
              Initial
                Estimated Monthly Operating Expense Payments:

              (estimates
                only and subject to adjustment to actual costs and expenses according
                to
                the provisions of this Lease)

            	 	
              1.
                Utilities:                                                                    — 

               

              2.
                Common Area
                Charges:                                        $706.44

               

              3.
                Taxes:                                                                       $4,062.03

               

              4.
                Insurance:                                                                $353.22

               

              5.
                Others:                              Mgmt.
                Fee 
                                 
                $662.29

            
	 	 	
               

            
	
              Initial
                Estimated Monthly Operating Expense Payments:

            	 	
              $5,783.98

            
	 	 	 
	
              Initial
                Monthly Base Rent and Operating Expense Payments:

            	 	
              $23,224.22

            
	 	 	 
	
              Security
                Deposit:

            	 	
              $23,000.00

            
	 	 	 
	
              Broker:

            	 	
              (None)

            
	 	 	 
	
              Addenda:

            	 	
              1.
                HVAC Maintenance Contract 2. Move Out Conditions 3. Construction
                (Turnkey)
                4. One Renewal Option at Market

            
	 	 	 
	
              Exhibits:

            	 	
              A.
                Site Plan

            


    

    
       

      1.  Granting
        Clause.
        In
        consideration of the obligation of Tenant to pay rent as herein provided
        and in
        consideration of the other terms, covenants, and conditions hereof, Landlord
        leases to Tenant, and Tenant takes from Landlord, the Premises, to have and
        to
        hold for the Lease Term, subject to the terms, covenants and conditions of
        this
        Lease.

      


      
        
          
          

        

        
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      2.  Acceptance
        of Premises.
        Tenant
        shall accept the Premises in its condition as of the Commencement Date, subject
        to all applicable laws, ordinances, regulations, covenants and restrictions.
        Landlord has made no representation or warranty as to the suitability of
        the
        Premises for the conduct of Tenant's business, and Tenant waives any implied
        warranty that the Premises are suitable for Tenant's intended purposes. Except
        as provided in Paragraph 10, in no event shall Landlord have any obligation
        for
        any defects in the Premises or any limitation on its use. The taking of
        possession of the Premises shall be conclusive evidence that Tenant accepts
        the
        Premises and that the Premises were in good condition at the time possession
        was
        taken except for items that are Landlord's responsibility under Paragraph
        10 and
        any punchlist items agreed to in writing by Landlord and Tenant.

      


      3.  Use.
        The
        Premises shall be used only for the purpose of receiving, storing, shipping
        and
        selling (but limited to wholesale sales) products, materials and merchandise
        made and/or distributed by Tenant and for such other lawful purposes as may
        be
        incidental thereto; provided, however, with Landlord's prior written consent,
        Tenant may also use the Premises for light manufacturing. Tenant shall not
        conduct or give notice of any auction, liquidation, or going out of business
        sale on the Premises. Tenant will use the Premises in a careful, safe and
        proper
        manner and will not commit waste, overload the floor or structure of the
        Premises or subject the Premises to use that would damage the Premises. Tenant
        shall not permit any objectionable or unpleasant odors, smoke, dust, gas,
        noise,
        or vibrations to emanate from the Premises, or take any other action that
        would
        constitute a nuisance or would disturb, unreasonably interfere with, or endanger
        Landlord or any tenants of the Project. Outside storage, including without
        limitation, storage of trucks and other vehicles, is prohibited without
        Landlord's prior written consent. Tenant, at its sole expense, shall use
        and
        occupy the Premises in compliance with all laws, including, without limitation,
        the Americans With Disabilities Act, orders, judgments, ordinances, regulations,
        codes, directives, permits, licenses, covenants and restrictions now or
        hereafter applicable to the Premises (collectively, "Legal Requirements").
        The
        Premises shall not be used as a place of public accommodation under the
        Americans with Disabilities Act or similar state statutes or local ordinances
        or
        any regulations promulgated thereunder, all as may be amended from time to
        time.
        Tenant shall, at its expense, make any alterations or modifications, within
        or
        without the Premises, that are required by Legal Requirements related to
        Tenant's use or occupation of the Premises. Tenant will not use or permit
        the
        Premises to be used for any purpose or in any manner that would void Tenant's
        or
        Landlord's insurance, increase the insurance risk, or cause the disallowance
        of
        any sprinkler credits. If any increase in the cost of any insurance on the
        Premises or the Project is caused by Tenant's use or occupation of the Premises,
        or because Tenant vacates the Premises, then Tenant shall pay the amount
        of such
        increase to Landlord. Any occupation of the Premises by Tenant prior to the
        Commencement Date shall be subject to all obligations of Tenant under this
        Lease.

      


      4.  Base
        Rent.
        Tenant
        shall pay Base Rent in the amount set forth above. The first month's Base
        Rent,
        the Security Deposit, and the first monthly installment of estimated Operating
        Expenses (as hereafter defined) shall be due and payable on the date hereof,
        and
        Tenant promises to pay to Landlord in advance, without demand, deduction
        or
        set-off, monthly installments of Base Rent on or before the first day of
        each
        calendar month succeeding the Commencement Date. Payments of Base Rent for
        any
        fractional calendar month shall be prorated. All payments required to be
        made by
        Tenant to Landlord hereunder (or
        to
        such other party as Landlord may from time to time specify in writing) shall
        be
        made by check or Electronic Fund Transfer (“EFT”) of immediately available
        federal funds before 11:00 a.m., Eastern Time, at such place, within the
        continental United States, as Landlord may from time to time designate to
        Tenant
        in writing.
        The
        obligation of Tenant to pay Base Rent and other sums to Landlord and the
        obligations of Landlord under this Lease are independent obligations. Tenant
        shall have no right at any time to abate, reduce, or set-off any rent due
        hereunder except as may be expressly provided in this Lease. If Tenant is
        delinquent in any monthly installment of Base Rent or of estimated Operating
        Expenses for more than 5 business
        days,
        Tenant shall pay to Landlord on demand a late charge equal to five
        (5)
        percent
        of such delinquent sum. The provision for such late charge shall be in addition
        to all of Landlord's other rights and remedies hereunder or at law and shall
        not
        be construed as a penalty,
        provided however, Tenant shall be allowed one (1) grace period per
        year.

      


      5.  Security
        Deposit.
        The
        Security Deposit shall be held by Landlord as security for the performance
        of
        Tenant's obligations under this Lease. The Security Deposit is not an advance
        rental deposit or a measure of Landlord's damages in case of Tenant's default.
        Upon each occurrence of an Event of Default (hereinafter defined), Landlord
        may
        use all or part of the Security Deposit to pay delinquent payments due under
        this Lease, and the cost of any damage, injury, expense or liability caused
        by
        such Event of Default, without prejudice to any other remedy provided herein
        or
        provided by law. Tenant shall pay Landlord on demand the amount that will
        restore the Security Deposit to its original amount. Landlord's obligation
        respecting the Security Deposit is that of a debtor, not a trustee; no interest
        shall accrue thereon. The Security Deposit shall be the property of Landlord,
        but shall be paid to Tenant when Tenant's obligations under this Lease have
        been
        completely fulfilled. Landlord shall be released from any obligation with
        respect to the Security Deposit upon transfer of this Lease and the Premises
        to
        a person or entity assuming Landlord's obligations under this Paragraph
        5.

      


      6.  Operating
        Expense Payments.
        During
        each month of the Lease Term, on the same date that Base Rent is due, Tenant
        shall pay Landlord an amount equal to 1/12 of the annual cost, as estimated
        by
        Landlord from time to time, of Tenant's Proportionate Share (hereinafter
        defined) of Operating Expenses for the Project. Payments thereof for any
        fractional calendar month shall be prorated. The term "Operating Expenses"
        means
        all costs and expenses incurred by Landlord with respect to the ownership,
        maintenance, and operation of the Project including, but not limited to costs
        of: Taxes (hereinafter defined) and fees payable to tax consultants and
        attorneys for consultation and contesting taxes; insurance; utilities;
        maintenance, repair and replacement of all portions of the Project, including
        without limitation, paving and parking areas, roads, roofs (including
        the roof membrane),
        alleys,
        and driveways, mowing, landscaping, snow removal, exterior painting, utility
        lines, heating, ventilation and air conditioning systems, lighting, electrical
        systems and other mechanical and building systems; amounts paid to contractors
        and subcontractors for work or services performed in connection with any
        of the
        foregoing; charges or assessments of any association to which the Project
        is
        subject; property management fees payable to a property manager, including
        any
        affiliate of Landlord, or if there is no property manager, an administration
        fee
        of 15 percent of Operating Expenses payable to Landlord; security services,
        if
        any; trash collection, sweeping and removal; and additions or alterations
        made
        by Landlord to the Project or the Building in order to comply with Legal
        Requirements (other than those expressly required herein to be made by Tenant)
        or that are appropriate to the continued operation of the Project or the
        Building as a bulk warehouse facility in the market area, provided that the
        cost
        of additions or alterations that are required to be capitalized for federal
        income tax purposes shall be amortized on a straight line basis over a period
        equal to the lesser of the useful life thereof for federal income tax purposes
        or 10 years. Operating Expenses do not include costs, expenses, depreciation
        or
        amortization for capital repairs and capital replacements required to be
        made by
        Landlord under Paragraph 10 of this Lease, debt service under mortgages or
        ground rent under ground leases, costs of restoration to the extent of net
        insurance proceeds received by Landlord with respect thereto, leasing
        commissions, or the costs of renovating space for tenants. Notwithstanding
        the
        foregoing, Landlord will reimburse Tenant any overpayment of Operating Expenses
        from the prior year within a reasonable time following final year-end
        reconciliations.

      


      
        
          
          

        

        
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      If
        Tenant's total payments of Operating Expenses for any year are less than
        Tenant's Proportionate Share of actual Operating Expenses for such year,
        then
        Tenant shall pay the difference to Landlord within 30 days after demand,
        and if
        more, then Landlord shall retain such excess and credit it against Tenant's
        next
        payments. Notwithstanding
        the foregoing, provided Tenant is not in default under the current Lease,
        Landlord will reimburse Tenant for any overpayment of Operating Expenses
        from
        prior year within a reasonable time following final year-end
        reconciliations.
        For
        purposes of calculating Tenant's Proportionate Share of Operating Expenses,
        a
        year shall mean a calendar year except the first year, which shall begin
        on the
        Commencement Date, and the last year, which shall end on the expiration of
        this
        Lease. With respect to Operating Expenses which Landlord allocates to the
        entire
        Project, Tenant's "Proportionate Share" shall be the percentage set forth
        on the
        first page of this Lease as Tenant's Proportionate Share of the Project as
        reasonably adjusted by Landlord in the future for changes in the physical
        size
        of the Premises or the Project; and, with respect to Operating Expenses which
        Landlord allocates only to the Building, Tenant's "Proportionate Share" shall
        be
        the percentage set forth on the first page of this Lease as Tenant's
        Proportionate Share of the Building as reasonably adjusted by Landlord in
        the
        future for changes in the physical size of the Premises or the Building.
        Landlord may equitably increase Tenant's Proportionate Share for any item
        of
        expense or cost reimbursable by Tenant that relates to a repair, replacement,
        or
        service that benefits only the Premises or only a portion of the Project
        or
        Building that includes the Premises or that varies with occupancy or use.
        The
        estimated Operating Expenses for the Premises set forth on the first page
        of
        this Lease are only estimates, and Landlord makes no guaranty or warranty
        that
        such estimates will be accurate.

      


      7.  Utilities.
        Tenant
        shall pay for all water, gas, electricity, heat, light, power, telephone,
        sewer,
        sprinkler services, refuse and trash collection, and other utilities and
        services used on the Premises, all maintenance charges for utilities, and
        any
        storm sewer charges or other similar charges for utilities imposed by any
        governmental entity or utility provider, together with any taxes, penalties,
        surcharges or the like pertaining to Tenant's use of the Premises. Landlord
        may
        cause at Tenant's expense any utilities to be separately metered or charged
        directly to Tenant by the provider. Tenant shall pay its share of all charges
        for jointly metered utilities based upon consumption, as reasonably determined
        by Landlord. No interruption or failure of utilities shall result in the
        termination of this Lease or the abatement of rent. Tenant agrees to limit
        use
        of water and sewer for normal restroom use.

      


      8.  Taxes.
        Landlord shall pay all taxes, assessments and governmental charges (collectively
        referred to as "Taxes") that accrue against the Project during the Lease
        Term,
        which shall be included as part of the Operating Expenses charged to Tenant.
        Landlord may contest by appropriate legal proceedings the amount, validity,
        or
        application of any Taxes or liens thereof. All capital levies or other taxes
        assessed or imposed on Landlord upon the rents payable to Landlord under
        this
        Lease and any franchise tax, any excise, transaction, sales or privilege
        tax,
        assessment, levy or charge measured by or based, in whole or in part, upon
        such
        rents from the Premises and/or the Project or any portion thereof shall be
        paid
        by Tenant to Landlord monthly in estimated installments or upon demand, at
        the
        option of Landlord, as additional rent; provided, however, in no event shall
        Tenant be liable for any net income taxes imposed on Landlord unless such
        net
        income taxes are in substitution for any Taxes payable hereunder. If any
        such
        tax or excise is levied or assessed directly against Tenant, then Tenant
        shall
        be responsible for and shall pay the same at such times and in such manner
        as
        the taxing authority shall require. Tenant shall be liable for all taxes
        levied
        or assessed against any personal property or fixtures placed in the Premises,
        whether levied or assessed against Landlord or Tenant.

      


      9.  Insurance.
        Landlord shall maintain all risk property insurance covering the full
        replacement cost of the Building. Landlord may, but is not obligated to,
        maintain such other insurance and additional coverages as it may deem necessary,
        including, but not limited to, commercial liability insurance and rent loss
        insurance. All such insurance shall be included as part of the Operating
        Expenses charged to Tenant. The Project or Building may be included in a
        blanket
        policy (in which case the cost of such insurance allocable to the Project
        or
        Building will be determined by Landlord based upon the insurer's cost
        calculations). Tenant shall also reimburse Landlord for any increased premiums
        or additional insurance which Landlord reasonably deems necessary as a result
        of
        Tenant's use of the Premises.

      


      Tenant,
        at its expense, shall maintain during the Lease Term: all risk property
        insurance covering the full replacement cost of all property and improvements
        installed or placed in the Premises by Tenant at Tenant's expense; worker's
        compensation insurance with no less than the minimum limits required by law;
        employer's liability insurance with such limits as required by law; and
        commercial liability insurance, with a minimum limit of $1,000,000 per
        occurrence and a minimum umbrella limit of $1,000,000, for a total minimum
        combined general liability and umbrella limit of $2,000,000 (together with
        such
        additional umbrella coverage as Landlord may reasonably require) for property
        damage, personal injuries, or deaths of persons occurring in or about the
        Premises. Landlord may from time to time require reasonable increases in
        any
        such limits. The commercial liability policies shall name Landlord as an
        additional insured, insure on an occurrence and not a claims-made basis,
        be
        issued by insurance companies which are reasonably acceptable to Landlord,
        not
        be cancelable unless 30 days' prior written notice shall have been given
        to
        Landlord, contain a hostile fire endorsement and a contractual liability
        endorsement and provide primary coverage to Landlord (any policy issued to
        Landlord providing duplicate or similar coverage shall be deemed excess over
        Tenant's policies). Such policies or certificates thereof shall be delivered
        to
        Landlord by Tenant upon commencement of the Lease Term and upon each renewal
        of
        said insurance.

      


      The
        all
        risk property insurance obtained by Landlord and Tenant shall include a waiver
        of subrogation by the insurers and all rights based upon an assignment from
        its
        insured, against Landlord or Tenant, their officers, directors, employees,
        managers, agents, invitees and contractors, in connection with any loss or
        damage thereby insured against. Neither party nor its officers, directors,
        employees, managers, agents, invitees or contractors shall be liable to the
        other for loss or damage caused by any risk coverable by all risk property
        insurance, and each party waives any claims against the other party, and
        its
        officers, directors, employees, managers, agents, invitees and contractors
        for
        such loss or damage. The failure of a party to insure its property shall
        not
        void this waiver. Landlord and its agents, employees and contractors shall
        not
        be liable for, and Tenant hereby waives all claims against such parties for,
        business interruption and losses occasioned thereby sustained by Tenant or
        any
        person claiming through Tenant resulting from any accident or occurrence
        in or
        upon the Premises or the Project from any cause whatsoever, including without
        limitation, damage caused in whole or in part, directly or indirectly, by
        the
        negligence of Landlord or its agents, employees or contractors.

      


      
        
          
          

        

        
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      10.  Landlord's
        Repairs.
        Landlord shall maintain, at its expense, the structural soundness of the
        roof,
        foundation, and exterior walls of the Building in good repair, reasonable
        wear
        and tear and uninsured losses and damages caused by Tenant, its agents and
        contractors excluded. The term "walls" as used in this Paragraph 10 shall
        not
        include windows, glass or plate glass, doors or overhead doors, special store
        fronts, dock bumpers, dock plates or levelers, or office entries. Tenant
        shall
        promptly give Landlord written notice of any repair required by Landlord
        pursuant to this Paragraph 10, after which Landlord shall have a reasonable
        opportunity to repair.

      


      11.  Tenant's
        Repairs.
        Landlord, at Tenant's expense as provided in Paragraph 6, shall maintain
        in good
        repair and condition the parking areas and other common areas of the Building,
        including, but not limited to driveways, alleys, landscape and grounds
        surrounding the Premises. Subject to Landlord's obligation in Paragraph 10
        and
        subject to Paragraphs 9 and 15, Tenant, at its expense, shall repair, replace
        and maintain in good condition all portions of the Premises and all areas,
        improvements and systems exclusively serving the Premises including, without
        limitation, dock and loading areas, truck doors, plumbing, water and sewer
        lines
        up to points of common connection, fire sprinklers and fire protection systems,
        entries, doors, ceilings, windows, interior walls, and the interior side
        of
        demising walls, and heating, ventilation and air conditioning systems. Such
        repair and replacements include capital expenditures and repairs whose benefit
        may extend beyond the Term. Heating, ventilation and air conditioning systems
        and other mechanical and building systems serving the Premises shall be
        maintained at Tenant's expense pursuant to maintenance service contracts
        entered
        into by Tenant or, at Landlord's election, by Landlord. The scope of services
        and contractors under such maintenance contracts shall be reasonably approved
        by
        Landlord. At Landlord's request, Tenant shall enter into a joint maintenance
        agreement with any railroad that services the Premises. If Tenant fails to
        perform any repair or replacement for which it is responsible, Landlord may
        perform such work and be reimbursed by Tenant within 10 days after demand
        therefore. Subject to Paragraphs 9 and 15, Tenant shall bear the full cost
        of
        any repair or replacement to any part of the Building or Project that results
        from damage caused by Tenant, its agents, contractors, or invitees and any
        repair that benefits only the Premises. (See
        Addendum 2.)

      


      12.  Tenant-Made
        Alterations and Trade Fixtures.
        Any
        alterations, additions, or improvements made by or on behalf of Tenant to
        the
        Premises ("Tenant-Made Alterations") shall be subject to Landlord's prior
        written consent. Tenant shall cause, at its expense, all Tenant-Made Alterations
        to comply with insurance requirements and with Legal Requirements and shall
        construct at its expense any alteration or modification required by Legal
        Requirements as a result of any Tenant-Made Alterations. All Tenant-Made
        Alterations shall be constructed in a good and workmanlike manner by contractors
        reasonably acceptable to Landlord and only good grades of materials shall
        be
        used. All plans and specifications for any Tenant-Made Alterations shall
        be
        submitted to Landlord for its approval. Landlord may monitor construction
        of the
        Tenant-Made Alterations. Tenant shall reimburse Landlord for its costs in
        reviewing plans and specifications and in monitoring construction. Landlord's
        right to review plans and specifications and to monitor construction shall
        be
        solely for its own benefit, and Landlord shall have no duty to see that such
        plans and specifications or construction comply with applicable laws, codes,
        rules and regulations. Tenant shall provide Landlord with the identities
        and
        mailing addresses of all persons performing work or supplying materials,
        prior
        to beginning such construction, and Landlord may post on and about the Premises
        notices of non-responsibility pursuant to applicable law. Tenant shall furnish
        security or make other arrangements satisfactory to Landlord to assure payment
        for the completion of all work free and clear of liens and shall provide
        certificates of insurance for worker's compensation and other coverage in
        amounts and from an insurance company satisfactory to Landlord protecting
        Landlord against liability for personal injury or property damage during
        construction. Upon completion of any Tenant-Made Alterations, Tenant shall
        deliver to Landlord sworn statements setting forth the names of all contractors
        and subcontractors who did work on the Tenant-Made Alterations and final
        lien
        waivers from all such contractors and subcontractors. Upon surrender of the
        Premises, all Tenant-Made Alterations and any leasehold improvements constructed
        by Landlord or Tenant shall remain on the Premises as Landlord's property,
        except to the extent Landlord requires removal at Tenant's expense of any
        such
        items or Landlord and Tenant have otherwise agreed in writing in connection
        with
        Landlord's consent to any Tenant-Made Alterations. Tenant shall repair any
        damage caused by such removal.

      


      Tenant,
        at its own cost and expense and without Landlord's prior approval, may erect
        such shelves, bins, machinery and trade fixtures (collectively "Trade Fixtures")
        in the ordinary course of its business provided that such items do not alter
        the
        basic character of the Premises, do not overload or damage the Premises,
        and may
        be removed without injury to the Premises, and the construction, erection,
        and
        installation thereof complies with all Legal Requirements and with Landlord's
        requirements set forth above. Tenant shall remove its Trade Fixtures and
        shall
        repair any damage caused by such removal.

      


      
        
          
          

        

        
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      13.  Signs.
        Tenant
        shall not make any changes to the exterior of the Premises, install any exterior
        lights, decorations, balloons, flags, pennants, banners, or painting, or
        erect
        or install any signs, windows or door lettering, placards, decorations, or
        advertising media of any type which can be viewed from the exterior of the
        Premises, without Landlord's prior written consent. Upon surrender or vacation
        of the Premises, Tenant shall have removed all signs and repair, paint, and/or
        replace the building facia surface to which its signs are attached. Tenant
        shall
        obtain all applicable governmental permits and approvals for sign and exterior
        treatments. All signs, decorations, advertising media, blinds, draperies
        and
        other window treatment or bars or other security installations visible from
        outside the Premises shall be subject to Landlord's approval and conform
        in all
        respects to Landlord's requirements.

      


      14.  Parking.
        Tenant
        shall be entitled to park in common with other tenants of the Project in
        those
        areas designated for non-reserved parking. Landlord may allocate parking
        spaces
        among Tenant and other tenants in the Project if Landlord determines that
        such
        parking facilities are becoming crowded. Landlord shall not be responsible
        for
        enforcing Tenant's parking rights against any third parties. Landlord
        agrees to allocate approximately fifty (50) parking spaces outside Suite
        100 for
        Tenant’s use. 

      


      15.  Restoration.
        If at
        any time during the Lease Term the Premises are damaged by a fire or other
        casualty, Landlord shall notify Tenant within 60 days after such damage as
        to
        the amount of time Landlord reasonably estimates it will take to restore
        the
        Premises. If the restoration time is estimated to exceed 6 months, either
        Landlord or Tenant may elect to terminate this Lease upon notice to the other
        party given no later than 30 days after Landlord's notice. If neither party
        elects to terminate this Lease or if Landlord estimates that restoration
        will
        take 6 months or less, then, subject to receipt of sufficient insurance
        proceeds, Landlord shall promptly restore the Premises excluding the
        improvements installed by Tenant or by Landlord and paid by Tenant, subject
        to
        delays arising from the collection of insurance proceeds or from Force Majeure
        events. Tenant at Tenant's expense shall promptly perform, subject to delays
        arising from the collection of insurance proceeds, or from Force Majeure
        events,
        all repairs or restoration not required to be done by Landlord and shall
        promptly re-enter the Premises and commence doing business in accordance
        with
        this Lease. Notwithstanding the foregoing, either party may terminate this
        Lease
        if the Premises are damaged during the last year of the Lease Term and Landlord
        reasonably estimates that it will take more than one month to repair such
        damage. Base Rent and Operating Expenses shall be abated for the period of
        repair and restoration in the proportion which the area of the Premises,
        if any,
        which is not usable by Tenant bears to the total area of the Premises. Such
        abatement shall be the sole remedy of Tenant, and except as provided herein,
        Tenant waives any right to terminate the Lease by reason of damage or casualty
        loss.

      


      16.  Condemnation.
        If any
        part of the Premises or the Project should be taken for any public or
        quasi-public use under governmental law, ordinance, or regulation, or by
        right
        of eminent domain, or by private purchase in lieu thereof (a "Taking" or
        "Taken"), and the Taking would prevent or materially interfere with Tenant's
        use
        of the Premises or in Landlord's judgment would materially interfere with
        or
        impair its ownership or operation of the Project, then upon written notice
        by
        Landlord this Lease shall terminate and Base Rent shall be apportioned as
        of
        said date. If part of the Premises shall be Taken, and this Lease is not
        terminated as provided above, the Base Rent payable hereunder during the
        unexpired Lease Term shall be reduced to such extent as may be fair and
        reasonable under the circumstances. In the event of any such Taking, Landlord
        shall be entitled to receive the entire price or award from any such Taking
        without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant's
        interest, if any, in such award. Tenant shall have the right, to the extent
        that
        same shall not diminish Landlord's award, to make a separate claim against
        the
        condemning authority (but not Landlord) for such compensation as may be
        separately awarded or recoverable by Tenant for moving expenses and damage
        to
        Tenant's Trade Fixtures, if a separate award for such items is made to
        Tenant.

      


      17.  Assignment
        and Subletting.
        Without
        Landlord's prior written consent, Tenant shall not assign this Lease or sublease
        the Premises or any part thereof or mortgage, pledge, or hypothecate its
        leasehold interest or grant any concession or license within the Premises
        and
        any attempt to do any of the foregoing shall be void and of no effect. For
        purposes of this paragraph, a transfer of the ownership interests controlling
        Tenant shall be deemed an assignment of this Lease unless such ownership
        interests are publicly traded. Notwithstanding the above, Tenant may assign
        or
        sublet the Premises, or any part thereof, to any entity controlling Tenant,
        controlled by Tenant or under common control with Tenant (a "Tenant Affiliate"),
        without the prior written consent of Landlord. Tenant shall reimburse Landlord
        for all of Landlord's reasonable out-of-pocket expenses in connection with
        any
        assignment or sublease. Upon Landlord's receipt of Tenant's written notice
        of a
        desire to assign or sublet the Premises, or any part thereof (other than
        to a
        Tenant Affiliate), Landlord may, by giving written notice to Tenant within
        30
        days after receipt of Tenant's notice, terminate this Lease with respect
        to the
        space described in Tenant's notice, as of the date specified in Tenant's
        notice
        for the commencement of the proposed assignment or sublease.

      


      Notwithstanding
        any assignment or subletting, Tenant and any guarantor or surety of Tenant's
        obligations under this Lease shall at all times remain fully responsible
        and
        liable for the payment of the rent and for compliance with all of Tenant's
        other
        obligations under this Lease (regardless of whether Landlord's approval has
        been
        obtained for any such assignments or sublettings). In the event that the
        rent
        due and payable by a sublessee or assignee (or a combination of the rental
        payable under such sublease or assignment plus any bonus or other consideration
        therefor or incident thereto) exceeds the rental payable under this Lease,
        then
        Tenant shall be bound and obligated to pay Landlord as additional rent hereunder
        all such excess rental and other excess consideration within 10 days following
        receipt thereof by Tenant.

      


      If
        this
        Lease be assigned or if the Premises be subleased (whether in whole or in
        part)
        or in the event of the mortgage, pledge, or hypothecation of Tenant's leasehold
        interest or grant of any concession or license within the Premises or if
        the
        Premises be occupied in whole or in part by anyone other than Tenant, then
        upon
        a default by Tenant hereunder Landlord may collect rent from the assignee,
        sublessee, mortgagee, pledgee, party to whom the leasehold interest was
        hypothecated, concessionee or licensee or other occupant and, except to the
        extent set forth in the preceding paragraph, apply the amount collected to
        the
        next rent payable hereunder; and all such rentals collected by Tenant shall
        be
        held in trust for Landlord and immediately forwarded to Landlord. No such
        transaction or collection of rent or application thereof by Landlord, however,
        shall be deemed a waiver of these provisions or a release of Tenant from
        the
        further performance by Tenant of its covenants, duties, or obligations
        hereunder.

      


      
        
          
          

        

        
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      18.  Indemnification. Except
        for the negligence of Landlord, its agents, employees or contractors, and
        to the
        extent permitted by law, Tenant agrees to indemnify, defend and hold harmless
        Landlord, and Landlord's agents, employees and contractors, from and against
        any
        and all losses, liabilities, damages, costs and expenses (including attorneys'
        fees) resulting from claims by third parties for injuries to any person and
        damage to or theft or misappropriation or loss of property occurring in or
        about
        the Project and arising from the use and occupancy of the Premises or from
        any
        activity, work, or thing done, permitted or suffered by Tenant in or about
        the
        Premises or due to any other act or omission of Tenant, its subtenants,
        assignees, invitees, employees, contractors and agents. The furnishing of
        insurance required hereunder shall not be deemed to limit Tenant's obligations
        under this Paragraph 18.

      


      19.  Inspection
        and Access.
        Landlord and its agents, representatives, and contractors may enter the Premises
        at any reasonable time to inspect the Premises and to make such repairs as
        may
        be required or permitted pursuant to this Lease and for any other business
        purpose. Landlord and Landlord's representatives may enter the Premises during
        business hours for the purpose of showing the Premises to prospective purchasers
        and, during the last year of the Lease Term, to prospective tenants. Landlord
        may erect a suitable sign on the Premises stating the Premises are available
        to
        let or that the Project is available for sale. Landlord may grant easements,
        make public dedications, designate common areas and create restrictions on
        or
        about the Premises, provided that no such easement, dedication, designation
        or
        restriction materially interferes with Tenant's use or occupancy of the
        Premises. At Landlord's request, Tenant shall execute such instruments as
        may be
        necessary for such easements, dedications or restrictions.

      


      20.  Quiet
        Enjoyment.
        If
        Tenant shall perform all of the covenants and agreements herein required
        to be
        performed by Tenant, Tenant shall, subject to the terms of this Lease, at
        all
        times during the Lease Term, have peaceful and quiet enjoyment of the Premises
        against any person claiming by, through or under Landlord.

      


      21.  Surrender.
        Upon
        termination of the Lease Term or earlier termination of Tenant's right of
        possession, Tenant shall surrender the Premises to Landlord in the same
        condition as received, broom clean, ordinary wear and tear and casualty loss
        and
        condemnation covered by Paragraphs 15 and 16 excepted. Any Trade Fixtures,
        Tenant-Made Alterations and property not so removed by Tenant as permitted
        or
        required herein shall be deemed abandoned and may be stored, removed, and
        disposed of by Landlord at Tenant's expense, and Tenant waives all claims
        against Landlord for any damages resulting from Landlord's retention and
        disposition of such property. All obligations of Tenant hereunder not fully
        performed as of the termination of the Lease Term shall survive the termination
        of the Lease Term, including without limitation, indemnity obligations, payment
        obligations with respect to Operating Expenses and obligations concerning
        the
        condition and repair of the Premises.

      


      22.  Holding
        Over.
        If
        Tenant retains possession of the Premises after the termination of the Lease
        Term, unless otherwise agreed in writing, such possession shall be subject
        to
        immediate termination by Landlord at any time, and all of the other terms
        and
        provisions of this Lease (excluding any expansion or renewal option or other
        similar right or option) shall be applicable during such holdover period,
        except
        that Tenant shall pay Landlord from time to time, upon demand, as Base Rent
        for
        the holdover period, an amount equal to 150%
        of the
        Base Rent in effect on the termination date, computed on a monthly basis
        for
        each month or part thereof during such holding over. All other payments shall
        continue under the terms of this Lease. In addition, Tenant shall be liable
        for
        all damages incurred by Landlord as a result of such holding over. No holding
        over by Tenant, whether with or without consent of Landlord, shall operate
        to
        extend this Lease except as otherwise expressly provided, and this Paragraph
        22
        shall not be construed as consent for Tenant to retain possession of the
        Premises. For
        purposes of this Paragraph 22, “possession of the Premises” shall continue
        until, among other things, Tenant has delivered all keys to the Premises
        to
        Landlord, Landlord has complete and total dominion and control over the
        Premises, and Tenant has completely fulfilled all obligations required of
        it
        upon termination of the Lease as set forth in this Lease, including, without
        limitation, those concerning the condition and repair of the
        Premises.

      


      23.  Events
        of Default.
        Each of
        the following events shall be an event of default ("Event of Default") by
        Tenant
        under this Lease:

      


      (i)  Tenant
        shall fail to pay any installment of Base Rent or any other payment required
        herein when due, and such failure shall continue for a period of 5 business
        days
        from the date such payment was due, provided
        however, Tenant shall be allowed one (1) grace period per year.

      


      (ii)  Tenant
        or
        any guarantor or surety of Tenant's obligations hereunder shall (A) make
        a
        general assignment for the benefit of creditors; (B) commence any case,
        proceeding or other action seeking to have an order for relief entered on
        its
        behalf as a debtor or to adjudicate it as bankrupt or insolvent, or seeking
        reorganization, arrangement, adjustment, liquidation, dissolution or composition
        of it or its debts or seeking appointment of a receiver, trustee, custodian
        or
        other similar official for it or for all or of any substantial part of its
        property (collectively a "proceeding for relief"); (C) become the subject
        of any
        proceeding for relief which is not dismissed within 60 days of its filing
        or
        entry; or (D) die or suffer a legal disability (if Tenant, guarantor, or
        surety
        is an individual) or be dissolved or otherwise fail to maintain its legal
        existence (if Tenant, guarantor or surety is a corporation, partnership or
        other
        entity).

      


      
        
          
          

        

        
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      (iii)  Any
        insurance required to be maintained by Tenant pursuant to this Lease shall
        be
        cancelled or terminated or shall expire or shall be reduced or materially
        changed, except, in each case, as permitted in this Lease.

      


      (iv)  Tenant
        shall not occupy or shall vacate the Premises or shall fail to continuously
        operate its business at the Premises for the permitted use set forth herein,
        whether or not Tenant is in monetary or other default under this
        Lease.

      


      (v)  Tenant
        shall attempt or there shall occur any assignment, subleasing or other transfer
        of Tenant's interest in or with respect to this Lease except as otherwise
        permitted in this Lease.

      


      (vi)  Tenant
        shall fail to discharge any lien placed upon the Premises in violation of
        this
        Lease within 30 days after any such lien or encumbrance is filed against
        the
        Premises.

      


      (vii)  Tenant
        shall fail to comply with any provision of this Lease other than those
        specifically referred to in this Paragraph 23, and except as otherwise expressly
        provided herein, such default shall continue for more than 30 days after
        Landlord shall have given Tenant written notice of such default.

      


      24.  Landlord's
        Remedies.
        Upon
        each occurrence of an Event of Default and so long as such Event of Default
        shall be continuing, Landlord may at any time thereafter at its election:
        terminate this Lease or Tenant's right of possession, (but Tenant shall remain
        liable as hereinafter provided) and/or pursue any other remedies at law or
        in
        equity. Upon the termination of this Lease or termination of Tenant's right
        of
        possession, it shall be lawful for Landlord, without formal demand or notice
        of
        any kind, to re-enter the Premises by summary dispossession proceedings or
        any
        other action or proceeding authorized by law and to remove Tenant and all
        persons and property therefrom. If Landlord re-enters the Premises, Landlord
        shall have the right to keep in place and use, or remove and store, all of
        the
        furniture, fixtures and equipment at the Premises.

      


      If
        Landlord terminates this Lease, Landlord may recover from Tenant the sum
        of: all
        Base Rent and all other amounts accrued hereunder to the date of such
        termination; the cost of reletting the whole or any part of the Premises,
        including without limitation brokerage fees and/or leasing commissions incurred
        by Landlord, and costs of removing and storing Tenant's or any other occupant's
        property, repairing, altering, remodeling, or otherwise putting the Premises
        into condition acceptable to a new tenant or tenants, and all reasonable
        expenses incurred by Landlord in pursuing its remedies, including reasonable
        attorneys' fees and court costs; and the excess of the then present value
        of the
        Base Rent and other amounts payable by Tenant under this Lease as would
        otherwise have been required to be paid by Tenant to Landlord during the
        period
        following the termination of this Lease measured from the date of such
        termination to the expiration date stated in this Lease, over the present
        value
        of any net amounts which Tenant establishes Landlord can reasonably expect
        to
        recover by reletting the Premises for such period, taking into consideration
        the
        availability of acceptable tenants and other market conditions affecting
        leasing. Such present values shall be calculated at a discount rate equal
        to the
        90-day U.S. Treasury bill rate at the date of such termination.

      


      If
        Landlord terminates Tenant's right of possession (but not this Lease), Landlord
        may, but shall be under no obligation to, relet the Premises for the account
        of
        Tenant for such rent and upon such terms as shall be satisfactory to Landlord
        without thereby releasing Tenant from any liability hereunder and without
        demand
        or notice of any kind to Tenant. For the purpose of such reletting Landlord
        is
        authorized to make any repairs, changes, alterations, or additions in or
        to the
        Premises as Landlord deems reasonably necessary or desirable. If the Premises
        are not relet, then Tenant shall pay to Landlord as damages a sum equal to
        the
        amount of the rental reserved in this Lease for such period or periods, plus
        the
        cost of recovering possession of the Premises (including attorneys' fees
        and
        costs of suit), the unpaid Base Rent and other amounts accrued hereunder
        at the
        time of repossession, and the costs incurred in any attempt by Landlord to
        relet
        the Premises. If the Premises are relet and a sufficient sum shall not be
        realized from such reletting [after first deducting therefrom, for retention
        by
        Landlord, the unpaid Base Rent and other amounts accrued hereunder at the
        time
        of reletting, the cost of recovering possession (including attorneys' fees
        and
        costs of suit), all of the costs and expense of repairs, changes, alterations,
        and additions, the expense of such reletting (including without limitation
        brokerage fees and leasing commissions) and the cost of collection of the
        rent
        accruing therefrom] to satisfy the rent provided for in this Lease to be
        paid,
        then Tenant shall immediately satisfy and pay any such deficiency. Any such
        payments due Landlord shall be made upon demand therefor from time to time
        and
        Tenant agrees that Landlord may file suit to recover any sums falling due
        from
        time to time. Notwithstanding any such reletting without termination, Landlord
        may at any time thereafter elect in writing to terminate this Lease for such
        previous breach.

      


      Exercise
        by Landlord of any one or more remedies hereunder granted or otherwise available
        shall not be deemed to be an acceptance of surrender of the Premises and/or
        a
        termination of this Lease by Landlord, whether by agreement or by operation
        of
        law, it being understood that such surrender and/or termination can be effected
        only by the written agreement of Landlord and Tenant. Any law, usage, or
        custom
        to the contrary notwithstanding, Landlord shall have the right at all times
        to
        enforce the provisions of this Lease in strict accordance with the terms
        hereof;
        and the failure of Landlord at any time to enforce its rights under this
        Lease
        strictly in accordance with same shall not be construed as having created
        a
        custom in any way or manner contrary to the specific terms, provisions, and
        covenants of this Lease or as having modified the same. Tenant and Landlord
        further agree that forbearance or waiver by Landlord to enforce its rights
        pursuant to this Lease or at law or in equity, shall not be a waiver of
        Landlord's right to enforce one or more of its rights in connection with
        any
        subsequent default. A receipt by Landlord of rent or other payment with
        knowledge of the breach of any covenant hereof shall not be deemed a waiver
        of
        such breach, and no waiver by Landlord of any provision of this Lease shall
        be
        deemed to have been made unless expressed in writing and signed by Landlord.
        To
        the greatest extent permitted by law, Tenant waives the service of notice
        of
        Landlord's intention to re-enter as provided for in any statute, or to institute
        legal proceedings to that end, and also waives all right of redemption in
        case
        Tenant shall be dispossessed by a judgment or by warrant of any court or
        judge.
        The terms "enter," "re-enter," "entry" or "re-entry," as used in this Lease,
        are
        not restricted to their technical legal meanings. Any reletting of the Premises
        shall be on such terms and conditions as Landlord in its sole discretion
        may
        determine (including without limitation a term different than the remaining
        Lease Term, rental concessions, alterations and repair of the Premises, lease
        of
        less than the entire Premises to any tenant and leasing any or all other
        portions of the Project before reletting the Premises). Landlord shall not
        be
        liable, nor shall Tenant's obligations hereunder be diminished because of,
        Landlord's failure to relet the Premises or collect rent due in respect of
        such
        reletting.

      


      
        
          
          

        

        
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      25.  Tenant's
        Remedies/Limitation of Liability.
        Landlord shall not be in default hereunder unless Landlord fails to perform
        any
        of its obligations hereunder within 30 days after written notice from Tenant
        specifying such failure (unless such performance will, due to the nature
        of the
        obligation, require a period of time in excess of 30 days, then after such
        period of time as is reasonably necessary). All obligations of Landlord
        hereunder shall be construed as covenants, not conditions; and, except as
        may be
        otherwise expressly provided in this Lease, Tenant may not terminate this
        Lease
        for breach of Landlord's obligations hereunder. All obligations of Landlord
        under this Lease will be binding upon Landlord only during the period of
        its
        ownership of the Premises and not thereafter. The term "Landlord" in this
        Lease
        shall mean only the owner, for the time being of the Premises, and in the
        event
        of the transfer by such owner of its interest in the Premises, such owner
        shall
        thereupon be released and discharged from all obligations of Landlord thereafter
        accruing, but such obligations shall be binding during the Lease Term upon
        each
        new owner for the duration of such owner's ownership. Any liability of Landlord
        under this Lease shall be limited solely to its interest in the Project,
        and in
        no event shall any personal liability be asserted against Landlord in connection
        with this Lease nor shall any recourse be had to any other property or assets
        of
        Landlord.

      


      26.  Waiver
        of Jury Trial.
        TENANT
        AND LANDLORD WAIVE ANY RIGHT TO TRIAL BY JURY OR TO HAVE A JURY PARTICIPATE
        IN
        RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE,
        BETWEEN
        LANDLORD AND TENANT ARISING OUT OF THIS LEASE OR ANY OTHER INSTRUMENT, DOCUMENT,
        OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS
        RELATED HERETO.

      


      27.  Subordination.
        This
        Lease and Tenant's interest and rights hereunder are and shall be subject
        and
        subordinate at all times to the lien of any first mortgage, now existing
        or
        hereafter created on or against the Project or the Premises, and all amendments,
        restatements, renewals, modifications, consolidations, refinancing, assignments
        and extensions thereof, without the necessity of any further instrument or
        act
        on the part of Tenant. Tenant agrees, at the election of the holder of any
        such
        mortgage, to attorn to any such holder. Tenant agrees upon demand to execute,
        acknowledge and deliver such instruments, confirming such subordination and
        such
        instruments of attornment as shall be requested by any such holder. Tenant
        hereby appoints Landlord attorney in fact for Tenant irrevocably (such power
        of
        attorney being coupled with an interest) to execute, acknowledge and deliver
        any
        such instrument and instruments for and in the name of the Tenant and to
        cause
        any such instrument to be recorded. Notwithstanding the foregoing, any such
        holder may at any time subordinate its mortgage to this Lease, without Tenant's
        consent, by notice in writing to Tenant, and thereupon this Lease shall be
        deemed prior to such mortgage without regard to their respective dates of
        execution, delivery or recording and in that event such holder shall have
        the
        same rights with respect to this Lease as though this Lease had been executed
        prior to the execution, delivery and recording of such mortgage and had been
        assigned to such holder. The term "mortgage" whenever used in this Lease
        shall
        be deemed to include deeds of trust, security assignments and any other
        encumbrances, and any reference to the "holder" of a mortgage shall be deemed
        to
        include the beneficiary under a deed of trust.

      


      28.  Mechanic's
        Liens.
        Tenant
        has no express or implied authority to create or place any lien or encumbrance
        of any kind upon, or in any manner to bind the interest of Landlord or Tenant
        in, the Premises or to charge the rentals payable hereunder for any claim
        in
        favor of any person dealing with Tenant, including those who may furnish
        materials or perform labor for any construction or repairs. Tenant covenants
        and
        agrees that it will pay or cause to be paid all sums legally due and payable
        by
        it on account of any labor performed or materials furnished in connection
        with
        any work performed on the Premises and that it will save and hold Landlord
        harmless from all loss, cost or expense based on or arising out of asserted
        claims or liens against the leasehold estate or against the interest of Landlord
        in the Premises or under this Lease. Tenant shall give Landlord immediate
        written notice of the placing of any lien or encumbrance against the Premises
        and cause such lien or encumbrance to be discharged within 30 days of the
        filing
        or recording thereof; provided, however, Tenant may contest such liens or
        encumbrances as long as such contest prevents foreclosure of the lien or
        encumbrance and Tenant causes such lien or encumbrance to be bonded or insured
        over in a manner satisfactory to Landlord within such 30 day
        period.

      


      29.  Estoppel
        Certificates.
        Tenant
        agrees, from time to time, within 10 days after request of Landlord, to execute
        and deliver to Landlord, or Landlord's designee, any estoppel certificate
        requested by Landlord, stating that this Lease is in full force and effect,
        the
        date to which rent has been paid, that Landlord is not in default hereunder
        (or
        specifying in detail the nature of Landlord's default), the termination date
        of
        this Lease and such other matters pertaining to this Lease as may be requested
        by Landlord. Tenant's obligation to furnish each estoppel certificate in
        a
        timely fashion is a material inducement for Landlord's execution of this
        Lease.
        No cure or grace period provided in this Lease shall apply to Tenant's
        obligations to timely deliver an estoppel certificate. Tenant hereby irrevocably
        appoints Landlord as its attorney in fact to execute on its behalf and in
        its
        name any such estoppel certificate if Tenant fails to execute and deliver
        the
        estoppel certificate within 10 days after Landlord's written request
        thereof.

      


      
        
          
          

        

        
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      30.  Environmental
        Requirements.
        Except
        for Hazardous Material contained in products used by Tenant in de minimis
        quantities for ordinary cleaning and office purposes, Tenant shall not permit
        or
        cause any party to bring any Hazardous Material upon the Premises or transport,
        store, use, generate, manufacture or release any Hazardous Material in or
        about
        the Premises without Landlord's prior written consent. Tenant, at its sole
        cost
        and expense, shall operate its business in the Premises in strict compliance
        with all Environmental Requirements and shall remediate in a manner satisfactory
        to Landlord any Hazardous Materials released on or from the Project by Tenant,
        its agents, employees, contractors, subtenants or invitees. Tenant shall
        complete and certify to disclosure statements as requested by Landlord from
        time
        to time relating to Tenant's transportation, storage, use, generation,
        manufacture or release of Hazardous Materials on the Premises. The term
        "Environmental Requirements" means all applicable present and future statutes,
        regulations, ordinances, rules, codes, judgments, orders or other similar
        enactments of any governmental authority or agency regulating or relating
        to
        health, safety, or environmental conditions on, under, or about the Premises
        or
        the environment, including without limitation, the following: the Comprehensive
        Environmental Response, Compensation and Liability Act; the Resource
        Conservation and Recovery Act; and all state and local counterparts thereto,
        and
        any regulations or policies promulgated or issued thereunder. The term
        "Hazardous Materials" means and includes any substance, material, waste,
        pollutant, or contaminant listed or defined as hazardous or toxic, under
        any
        Environmental Requirements, asbestos and petroleum, including crude oil or
        any
        fraction thereof, natural gas liquids, liquified natural gas, or synthetic
        gas
        usable for fuel (or mixtures of natural gas and such synthetic gas). As defined
        in Environmental Requirements, Tenant is and shall be deemed to be the
        "operator" of Tenant's "facility" and the "owner" of all Hazardous Materials
        brought on the Premises by Tenant, its agents, employees, contractors or
        invitees, and the wastes, by-products, or residues generated, resulting,
        or
        produced therefrom.

      


      Tenant
        shall indemnify, defend, and hold Landlord harmless from and against any
        and all
        losses (including, without limitation, diminution in value of the Premises
        or
        the Project and loss of rental income from the Project), claims, demands,
        actions, suits, damages (including, without limitation, punitive damages),
        expenses (including, without limitation, remediation, removal, repair,
        corrective action, or cleanup expenses), and costs (including, without
        limitation, actual attorneys' fees, consultant fees or expert fees and
        including, without limitation, removal or management of any asbestos brought
        into the property or disturbed in breach of the requirements of this Paragraph
        30, regardless of whether such removal or management is required by law)
        which
        are brought or recoverable against, or suffered or incurred by Landlord as
        a
        result of any release of Hazardous Materials for which Tenant is obligated
        to
        remediate as provided above or any other breach of the requirements under
        this
        Paragraph 30 by Tenant, its agents, employees, contractors, subtenants,
        assignees or invitees, regardless of whether Tenant had knowledge of such
        noncompliance. The obligations of Tenant under this Paragraph 30 shall survive
        any termination of this Lease.

      


      Landlord
        shall have access to, and a right to perform inspections and tests of, the
        Premises to determine Tenant's compliance with Environmental Requirements,
        its
        obligations under this Paragraph 30, or the environmental condition of the
        Premises. Access shall be granted to Landlord upon Landlord's prior notice
        to
        Tenant and at such times so as to minimize, so far as may be reasonable under
        the circumstances, any disturbance to Tenant's operations. Such inspections
        and
        tests shall be conducted at Landlord's expense, unless such inspections or
        tests
        reveal that Tenant has not complied with any Environmental Requirement, in
        which
        case Tenant shall reimburse Landlord for the reasonable cost of such inspection
        and tests. Landlord's receipt of or satisfaction with any environmental
        assessment in no way waives any rights that Landlord holds against
        Tenant.

      


      31.  Rules
        and Regulations.
        Tenant
        shall, at all times during the Lease Term and any extension thereof, comply
        with
        all reasonable rules and regulations at any time or from time to time
        established by Landlord covering use of the Premises and the Project. The
        current rules and regulations are attached hereto. In the event of any conflict
        between said rules and regulations and other provisions of this Lease, the
        other
        terms and provisions of this Lease shall control. Landlord shall not have
        any
        liability or obligation for the breach of any rules or regulations by other
        tenants in the Project.

      


      32.  Security
        Service.
        Tenant
        acknowledges and agrees that, while Landlord may patrol the Project, Landlord
        is
        not providing any security services with respect to the Premises and that
        Landlord shall not be liable to Tenant for, and Tenant waives any claim against
        Landlord with respect to, any loss by theft or any other damage suffered
        or
        incurred by Tenant in connection with any unauthorized entry into the Premises
        or any other breach of security with respect to the Premises.

      


      33.  Force
        Majeure.
        Landlord shall not be held responsible for delays in the performance of its
        obligations hereunder when caused by strikes, lockouts, labor disputes, acts
        of
        God, inability to obtain labor or materials or reasonable substitutes therefor,
        governmental restrictions, governmental regulations, governmental controls,
        delay in issuance of permits, enemy or hostile governmental action, civil
        commotion, fire or other casualty, and other causes beyond the reasonable
        control of Landlord ("Force Majeure").

      


      34.  Entire
        Agreement.
        This
        Lease constitutes the complete agreement of Landlord and Tenant with respect
        to
        the subject matter hereof. No representations, inducements, promises or
        agreements, oral or written, have been made by Landlord or Tenant, or anyone
        acting on behalf of Landlord or Tenant, which are not contained herein, and
        any
        prior agreements, promises, negotiations, or representations are superseded
        by
        this Lease. This Lease may not be amended except by an instrument in writing
        signed by both parties hereto.

      


      35.  Severability.
        If any
        clause or provision of this Lease is illegal, invalid or unenforceable under
        present or future laws, then and in that event, it is the intention of the
        parties hereto that the remainder of this Lease shall not be affected thereby.
        It is also the intention of the parties to this Lease that in lieu of each
        clause or provision of this Lease that is illegal, invalid or unenforceable,
        there be added, as a part of this Lease, a clause or provision as similar
        in
        terms to such illegal, invalid or unenforceable clause or provision as may
        be
        possible and be legal, valid and enforceable.

      


      
        
          
          

        

        
          -
            9
            -

          
            

          

        

        
          
          

        

      

       

      36.  Brokers.
        Tenant
        represents and warrants that it has dealt with no broker, agent or other
        person
        in connection with this transaction and that no broker, agent or other person
        brought about this transaction, other than the broker, if any, set forth
        on the
        first page of this Lease, and Tenant agrees to indemnify and hold Landlord
        harmless from and against any claims by any other broker, agent or other
        person
        claiming a commission or other form of compensation by virtue of having dealt
        with Tenant with regard to this leasing transaction.

      


      37.  Miscellaneous.(a)Any
        payments or charges due from Tenant to Landlord hereunder shall be considered
        rent for all purposes of this Lease.

      


      (b)  If
        and
        when included within the term "Tenant," as used in this instrument, there
        is
        more than one person, firm or corporation, each shall be jointly and severally
        liable for the obligations of Tenant.

      


      (c)  All
        notices required or permitted to be given under this Lease shall be in writing
        and shall be sent by registered or certified mail, return receipt requested,
        or
        by a reputable national overnight courier service, postage prepaid, or by
        hand
        delivery addressed to the parties at their addresses below, and with a copy
        sent
        to Landlord at 4545
        Airport Way, Denver, Colorado 80239.
        Either
        party may by notice given aforesaid change its address for all subsequent
        notices. Except where otherwise expressly provided to the contrary, notice
        shall
        be deemed given upon delivery.

      


      (d)  Except
        as
        otherwise expressly provided in this Lease or as otherwise required by law,
        Landlord retains the absolute right to withhold any consent or
        approval.

      


      (e)  At
        Landlord's request from time to time Tenant shall furnish Landlord with true
        and
        complete copies of its most recent annual and quarterly financial statements
        prepared by Tenant or Tenant's accountants and any other financial information
        or summaries that Tenant typically provides to its lenders or
        shareholders.

      


      (f)  Neither
        this Lease nor a memorandum of lease shall be filed by or on behalf of Tenant
        in
        any public record. Landlord may prepare and file, and upon request by Landlord
        Tenant will execute, a memorandum of lease.

      


      (g)  Intentionally
        Deleted. 

      


      (h)  The
        submission by Landlord to Tenant of this Lease shall have no binding force
        or
        effect, shall not constitute an option for the leasing of the Premises, nor
        confer any right or impose any obligations upon either party until execution
        of
        this Lease by both parties.

      


      (i)  Words
        of
        any gender used in this Lease shall be held and construed to include any
        other
        gender, and words in the singular number shall be held to include the plural,
        unless the context otherwise requires. The captions inserted in this Lease
        are
        for convenience only and in no way define, limit or otherwise describe the
        scope
        or intent of this Lease, or any provision hereof, or in any way affect the
        interpretation of this Lease.

      


      (j)  Any
        amount not paid by Tenant within 5 business days
        after
        its due date in accordance with the terms of this Lease shall bear interest
        from
        such due date until paid in full at the lesser of the highest rate permitted
        by
        applicable law or 15 percent per year (does
        not apply to grace period).
        It is
        expressly the intent of Landlord and Tenant at all times to comply with
        applicable law governing the maximum rate or amount of any interest payable
        on
        or in connection with this Lease.  If applicable law is ever judicially
        interpreted so as to render usurious any interest called for under this Lease,
        or contracted for, charged, taken, reserved, or received with respect to
        this
        Lease, then it is Landlord's and Tenant's express intent that all excess
        amounts
        theretofore collected by Landlord be credited on the applicable obligation
        (or,
        if the obligation has been or would thereby be paid in full, refunded to
        Tenant), and the provisions of this Lease immediately shall be deemed reformed
        and the amounts thereafter collectible hereunder reduced, without the necessity
        of the execution of any new document, so as to comply with the applicable
        law,
        but so as to permit the recovery of the fullest amount otherwise called for
        hereunder.

      


      (k)  Construction
        and interpretation of this Lease shall be governed by the laws of the state
        in
        which the Project is located, excluding any principles of conflicts of
        laws.

      


      (l)  Time
        is
        of the essence as to the performance of Tenant's obligations under this
        Lease.

      


      (m)  All
        exhibits and addenda attached hereto are hereby incorporated into this Lease
        and
        made a part hereof. In the event of any conflict between such exhibits or
        addenda and the terms of this Lease, such exhibits or addenda shall
        control.

      


      (n) In
        the
        event either party hereto initiates litigation to enforce the terms and
        provisions of this Lease, the non-prevailing party in such action shall
        reimburse the prevailing party for its reasonable attorney's fees, filing
        fees,
        and court costs.

       

      38.  Landlord's
        Lien/Security Interest.
        Tenant
        hereby grants Landlord a security interest, and this Lease constitutes a
        security agreement, within the meaning of and pursuant to the Uniform Commercial
        Code of the state in which the Premises are situated as to all of Tenant's
        property situated in, or upon, or used in connection with the Premises (except
        merchandise sold in the ordinary course of business) as security for all
        of
        Tenant's obligations hereunder, including, without limitation, the obligation
        to
        pay rent. Such personalty thus encumbered includes specifically all trade
        and
        other fixtures for the purpose of this Paragraph and inventory, equipment,
        contract rights, accounts receivable and the proceeds thereof. In order to
        perfect such security interest, Tenant shall execute such financing statements
        and file the same at Tenant's expense at the state and county Uniform Commercial
        Code filing offices as often as Landlord in its discretion shall require;
        and
        Tenant hereby irrevocably appoints Landlord its agent for the purpose of
        executing and filing such financing statements on Tenant's behalf as Landlord
        shall deem necessary.

      


      
        
          
          

        

        
          -
            10
            -

          
            

          

        

        
          
          

        

      

       

      39.  Limitation
        of Liability of Trustees, Shareholders, and Officers of
        ProLogis.
        Any
        obligation or liability whatsoever of ProLogis, a Maryland real estate
        investment trust, which may arise at any time under this Lease or any obligation
        or liability which may be incurred by it pursuant to any other instrument,
        transaction, or undertaking contemplated hereby shall not be personally binding
        upon, nor shall resort for the enforcement thereof be had to the property
        of,
        its trustees, directors, shareholders, officers, employees or agents, regardless
        of whether such obligation or liability is in the nature of contract, tort,
        or
        otherwise.

      


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

      

        
          	
                  TENANT:

                	
                  LANDLORD:

                
	 	 
	
                  Adams
                    Golf, Ltd.

                	
                  MDN
                    / JSC – II Limited     

                
	 	 
	
                  By:

                	
                  /S/:
                    Eric Logan

                	
                	
                  By:

                	
                  /S/:
                    Eric Brown

                
	
                  Name:

                	
                   Eric
                    Logan 

                	 	
                  Name:

                	
                  Eric
                    Brown

                
	
                  Title:

                	
                   CFO

                	 	
                  Title:

                	
                  Senior
                    Vice President

                
	 	 	 
	
                  Address:

                	
                  Address:

                	
                
	 	 	 
	
                  2800
                    Technology Drive

                	
                  2310
                    LBJ Freeway

                
	
                  Suite
                    100

                	
                  Suite
                    200

                
	
                  Plano,
                    TX 75074 

                	
                  Dallas,
                    TX 75234

                


        

      

       

      
        
          
          

        

        
          -
            11
            -

          
            

          

        

        
          
          

        

      


      Rules
        and Regulations

      


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

            


      


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

            


      


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

            


      


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

            


      


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

            


      


      	6.    	
              Tenant
                shall not install or operate any steam or gas engine or boiler, or
                other
                mechanical apparatus in the Premises, except as specifically approved
                in
                the Lease. The use of oil, gas or inflammable liquids for heating,
                lighting or any other purpose is expressly prohibited. Explosives
                or other
                articles deemed extra hazardous shall not be brought into the
                Project.

            


      


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

            


      


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

            


      


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

            


      


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

            


      


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

            


      


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

            


      


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

            


      


      	14.    	
              No
                auction, public or private, will be permitted on the Premises or
                the
                Project.

            


      


      	15.    	
              No
                awnings shall be placed over the windows in the Premises except with
                the
                prior written consent of Landlord.

            


      


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

            


      


      	17.    	
              Tenant
                shall ascertain from Landlord the maximum amount of electrical current
                which can safely be used in the Premises, taking into account the
                capacity
                of the electrical wiring in the Project and the Premises and the
                needs of
                other tenants, and shall not use more than such safe capacity. Landlord's
                consent to the installation of electric equipment shall not relieve
                Tenant
                from the obligation not to use more electricity than such safe
                capacity.

            


      


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

            


      


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

            



      
        
          
          

        

        
          -
            12
            -

          
            

          

        

        
          
          

        

      


      ADDENDUM
        1

      


      HVAC
        MAINTENANCE CONTRACT

      


      ATTACHED
        TO AND A PART OF THE LEASE AGREEMENT

      DATED
        __________,
        2007
        BETWEEN

      


      MDN
        /
        JSC – II Limited

      and

      Adams
        Golf, Ltd.

       

      Paragraph
        11, captioned "TENANT REPAIRS," is revised to include the
        following:

      


      Tenant
        agrees to enter into and maintain through the term of the Lease, a regularly
        scheduled preventative maintenance/service contract for servicing all hot
        water,
        heating and air conditioning systems and equipment within the Premises. Landlord
        requires a qualified HVAC contractor perform this work. A certificate must
        be
        provided to the Landlord upon occupancy of the leased Premises. All
        electrical, plumbing, and mechanical systems will be delivered in good working
        order to the Tenant at the time of occupancy. Landlord will warranty the
        existing HVAC system for the first 180 days. Furthermore, Landlord will repair
        HVAC system per the “TMAC Mechanical” Report dated November 2007. After the
        first 180 days of the primary lease term, in the event that an HVAC system
        repair is necessary, Tenant will pay an HVAC Repair Deductible of
$800.00
        per
        occurrence. Any charges beyond the $800.00
        Deductible will be paid by Landlord.

      


      The
        service contract must become effective within thirty (30) days of occupancy,
        and
        service visits should be performed on a quarterly basis. Landlord suggests
        that
        Tenant send the following list to a qualified HVAC contractor to be assured
        that
        these items are included in the maintenance contract:

      

        
          	
                  1.

                	
                  Adjust
                    belt tension;

                
	
                  2.

                	
                  Lubricate
                    all moving parts, as necessary;

                
	
                  3.

                	
                  Inspect
                    and adjust all temperature and safety controls;

                
	
                  4.

                	
                  Check
                    refrigeration system for leaks and operation;

                
	
                  5.
                    

                	
                  Check
                    refrigeration system for moisture;

                
	
                  6.

                	
                  Inspect
                    compressor oil level and crank case heaters;

                
	
                  7.

                	
                  Check
                    head pressure, suction pressure and oil pressure;

                
	
                  8.

                	
                  Inspect
                    air filters and replace when necessary;

                
	
                  9.

                	
                  Check
                    space conditions;

                
	
                  10.

                	
                  Check
                    condensate drains and drain pans and clean, if
                    necessary;

                
	
                  11.

                	
                  Inspect
                    and adjust all valves;

                
	
                  12.

                	
                  Check
                    and adjust dampers;

                
	
                  13.

                	
                  Run
                    machine through complete
                    cycle.

                


        

      

       

      
        
          
          

        

        
          -
            13
            -

          
            

          

        

        
          
          

        

      


      ADDENDUM
        2

      


      MOVE-OUT
        CONDITIONS

      


      ATTACHED
        TO AND A PART OF THE LEASE AGREEMENT

      DATED_________,
        2007
        BETWEEN

      


      MDN
        /
        JSC - II Limited

      and

      Adams
        Golf, Ltd.

       

      Per
        Paragraph 21, Tenant is obligated to check and address prior to move-out
        of the
        Premises the following items. Landlord expects to receive the Premises in
        a well
        maintained condition, with normal wear and tear of certain areas acceptable.
        The
        following list is designed to assist Tenant in the move-out procedures but
        is
        not intended to be all inclusive.

      


      
        	
                1.

              	
                All
                  lighting is to be placed into good working order. This includes
                  replacement of bulbs, ballasts, and lenses as
                  needed.

              


      

      


      
        	
                2.

              	
                All
                  truck doors and dock levelers should be serviced and placed in
                  good
                  operating order. This would include the necessary replacement of
                  any
                  dented truck door panels and adjustment of door tension to insure
                  proper
                  operation. All door panels which are replaced need to be painted
                  to match
                  the Building standard.

              


      

      


      
        	
                3.

              	
                All
                  structural steel columns in the warehouse and office should be
                  inspected
                  for damage. Repairs of this nature should be pre-approved by the
                  Landlord
                  prior to implementation.

              


      

      


      
        	
                4.

              	
                Heating/air-conditioning
                  systems should be placed in good working order, including the necessary
                  replacement of any parts to return the unit to a well maintained
                  condition. This includes warehouse heaters and exhaust fans. Upon
                  move-out, Landlord will have an exit inspection performed by a
                  certified
                  mechanical contractor to determine the
                  condition.

              


      

      


      
        	
                5.

              	
                All
                  holes in the sheet rock walls should be repaired prior to
                  move-out.

              


      

      


      
        	
                6.

              	
                The
                  carpets and vinyl tiles should be in a clean condition and should
                  not have
                  any holes or chips in them. Landlord will accept normal wear on
                  these
                  items provided they appear to be in a maintained
                  condition.

              


      

      


      
        	
                7.

              	
                Facilities
                  should be returned in a clean condition which would include cleaning
                  of
                  the coffee bar, restroom areas, windows, and other portions of
                  the
                  space.

              


      

      


      
        	
                8.

              	
                The
                  warehouse should be in broom clean condition with all inventory
                  and
                  racking removed. There should be no protrusion of anchors from
                  the
                  warehouse floor and all holes should be appropriately patched.
                  If
                  machinery/equipment is removed, the electrical lines should be
                  properly
                  terminated at the nearest junction
                  box.

              


      

      


      
        	
                9.

              	
                All
                  exterior windows with cracks or breakage should be
                  replaced.

              


      

      


      
        	
                10.
                  

              	
                The
                  Tenant shall provide keys for all locks on the Premises, including
                  front
                  doors, rear doors, and interior
                  doors.

              


      

      


      
        	
                11.

              	
                Items
                  that have been added by the Tenant and affixed to the Building
                  will remain
                  the property of Landlord, unless agreed otherwise. This would include
                  but
                  is not limited to mini-blinds, air conditioners, electrical, water
                  heaters, cabinets, flooring, etc. Please note that if modifications
                  have
                  been made to the space, such as the addition of office areas, Landlord
                  retains the right to have the Tenant remove these at Tenant’s
                  expense.

              


      

      


      
        	
                12.

              	
                All
                  electrical systems should be left in a safe condition that conforms
                  to
                  code. Bare wires and dangerous installations should be corrected
                  prior to
                  move-out.

              


      

      


      
        	
                13.

              	
                All
                  plumbing fixtures should be in good working order, including the
                  water
                  heater. Faucets and toilets should not
                  leak.

              


      

      


      
        	
                14.

              	
                All
                  dock bumpers must be left in place and well
                  secured.

              


      


      
        
          
          

        

        
          -
            14
            -

          
            

          

        

        
          
          

        

      


      ADDENDUM
        3

      


      CONSTRUCTION

      (TURNKEY)

      


      ATTACHED
        TO AND A PART OF THE LEASE AGREEMENT

      DATED___________,
        2007
        BETWEEN

      


      MDN
        /
        JSC - II Limited

      and

      Adams
        Golf, Ltd.

       

      (a)
        Landlord
        agrees to furnish or perform at Landlord's sole cost and expense those items
        of
        construction and those improvements (the "Initial Improvements") specified
        below:

      


      	-
                    	
              ProLogis
                will provide an opening (10’ x 12’) on or around December 14, 2007 between
                Suites 100 & 300
                and will allow Adams Golf forty-none (49) days to transfer inventory
                between the spaces. ProLogis will be responsible for sealing the
                opening
                effective January 31, 2008.

            


      	-
                     	
              Tenant
                agrees to take the space “as-is.”

            


      	-
                     	
              ProLogis
                warrants that all building systems will be in good working order
                upon
                lease commencement.

            


      


      (b) If
        Tenant
        shall desire any changes, Tenant shall so advise Landlord in writing and
        Landlord shall determine whether such changes can be made in a reasonable
        and
        feasible manner. Any and all costs of reviewing any requested changes, and
        any
        and all costs of making any changes to the Initial Improvements which Tenant
        may
        request and which Landlord may agree to shall be at Tenant's sole cost and
        expense and shall be paid to Landlord upon demand and before execution of
        the
        change order.

      


      (c) Landlord
        shall proceed with and complete the construction of the Initial Improvements.
        As
        soon as such improvements have been Substantially Completed, Landlord shall
        notify Tenant in writing of the date that the Initial Improvements were
        Substantially Completed. Such date, unless an earlier date is specified as
        the
        Commencement Date in this Lease or otherwise agreed to in writing between
        Landlord and Tenant, shall be the "Commencement
        Date,"
        unless
        the completion of such improvements was delayed due to any act or omission
        of,
        or delay caused by, Tenant including, without limitation, Tenant's failure
        to
        approve plans, complete submittals or obtain permits within the time periods
        agreed to by the parties or as reasonably required by Landlord, in which
        case
        the Commencement Date shall be the date such improvements would have been
        completed but for the delays caused by Tenant. The Initial Improvements shall
        be
        deemed substantially completed ("Substantially
        Completed")
        when,
        in the opinion of the construction manager (whether an employee or agent
        of
        Landlord or a third party construction manager) ("Construction
        Manager"),
        the
        Premises are substantially completed except for punch list items which do
        not
        prevent in any material way the use of the Premises for the purposes for
        which
        they were intended. In the event Tenant, its employees, agents, or contractors
        cause construction of such improvements to be delayed, the date of Substantial
        Completion shall be deemed to be the date that, in the opinion of the
        Construction Manager, Substantial Completion would have occurred if such
        delays
        had not taken place. Without limiting the foregoing, Tenant shall be solely
        responsible for delays caused by Tenant's request for any changes in the
        plans,
        Tenant's request for long lead items or Tenant's interference with the
        construction of the Initial Improvements, and such delays shall not cause
        a
        deferral of the Commencement Date beyond what it otherwise would have been.
        After the Commencement Date Tenant shall, upon demand, execute and deliver
        to
        Landlord a letter of acceptance of delivery of the Premises. In the event
        of any
        dispute as to the Initial Improvements, including the Commencement Date,
        the
        certificate of the Construction Manager shall be conclusive absent manifest
        error.

      


      (d) The
        failure of Tenant to take possession of or to occupy the Premises shall not
        serve to relieve Tenant of obligations arising on the Commencement Date or
        delay
        the payment of rent by Tenant. Subject to applicable ordinances and building
        codes governing Tenant's right to occupy or perform in the Premises, Tenant
        shall be allowed to install its tenant improvements, machinery, equipment,
        fixtures, or other property on the Premises during the final stages of
        completion of construction provided that Tenant does not thereby interfere
        with
        the completion of construction or cause any labor dispute as a result of
        such
        installations, and provided further that Tenant does hereby agree to indemnify,
        defend, and hold Landlord harmless from any loss or damage to such property,
        and
        all liability, loss, or damage arising from any injury to the Project or
        the
        property of Landlord, its contractors, subcontractors, or materialmen, and
        any
        death or personal injury to any person or persons arising out of such
        installations, unless any such loss, damage, liability, death, or personal
        injury was caused by Landlord's negligence. Any such occupancy or performance
        in
        the Premises shall be in accordance with the provisions governing Tenant-Made
        Alterations and Trade Fixtures in the Lease, and shall be subject to Tenant
        providing to Landlord satisfactory evidence of insurance for personal injury
        and
        property damage related to such installations and satisfactory payment
        arrangements with respect to installations permitted hereunder. Delay in
        putting
        Tenant in possession of the Premises shall not serve to extend the term of
        this
        Lease or to make Landlord liable for any damages arising therefrom.

       

      
        
          
          

        

        
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            15
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      ADDENDUM
        4

      


      ONE
        RENEWAL OPTION AT MARKET

      


      ATTACHED
        TO AND A PART OF THE LEASE AGREEMENT

      DATED__________,
        2007
        BETWEEN

      


      MDN
        /
        JSC - II Limited

      and

      Adams
        Golf, Ltd.

      


      (a)
        Provided
        that as of the time of the giving of the Extension Notice and the Commencement
        Date of the Extension Term, (x) Tenant is the Tenant originally named herein,
        (y) Tenant actually occupies all of the Premises initially demised under
        this Lease and any space added to the Premises, and (z) no Event of Default
        exists or would exist but for the passage of time or the giving of notice,
        or
        both; then Tenant shall have the right to extend the Lease Term for an
        additional term of 2
        years
        (such additional term is hereinafter called the "Extension
        Term")
        commencing on the day following the expiration of the Lease Term (hereinafter
        referred to as the "Commencement
        Date of the Extension Term").
        Tenant shall give Landlord notice (hereinafter called the "Extension
        Notice")
        of its
        election to extend the term of the Lease Term at least 6
        months,
        but not more than 9
        months,
        prior to the scheduled expiration date of the Lease Term. 

      


      (b)
        The
        Base
        Rent payable by Tenant to Landlord during the Extension Term shall be the
        greater of (i) the Base Rent applicable to the last year of the initial Lease
        term and (ii) the then prevailing market rate for comparable space in the
        Project and comparable buildings in the vicinity of the Project, taking into
        account the size of the Lease, the length of the renewal term, market
        escalations and the credit of Tenant. The Base Rent shall not be reduced
        by
        reason of any costs or expenses saved by Landlord by reason of Landlord's
        not
        having to find a new tenant for such premises (including, without limitation,
        brokerage commissions, costs of improvements, rent concessions or lost rental
        income during any vacancy period). In the event Landlord and Tenant fail
        to
        reach an agreement on such rental rate and execute the Amendment (defined
        below)
        at least 6
        months
        prior to the expiration of the Lease, then Tenant's exercise of the renewal
        option shall be deemed withdrawn and the Lease shall terminate on its original
        expiration date.

      


      (c)
        The
        determination of Base Rent does not reduce the Tenant's obligation to pay
        or
        reimburse Landlord for Operating Expenses and other reimbursable items as
        set
        forth in the Lease, and Tenant shall reimburse and pay Landlord as set forth
        in
        the Lease with respect to such Operating Expenses and other items with respect
        to the Premises during the Extension Term without regard to any cap on such
        expenses set forth in the Lease.

      


      (d)
        Except
        for the Base Rent as determined above, Tenant's occupancy of the Premises
        during
        the Extension Term shall be on the same terms and conditions as are in effect
        immediately prior to the expiration of the initial Lease Term; provided,
        however, Tenant shall have no further right to any allowances, credits or
        abatements or any options to expand, contract, renew or extend the Lease.
        

      


      (e)
        If
        Tenant
        does not give the Extension Notice within the period set forth in paragraph
        (a)
        above, Tenant's right to extend the Lease Term shall automatically terminate.
        Time is of the essence as to the giving of the Extension Notice. 

      


      (f)
        Landlord
        shall have no obligation to refurbish or otherwise improve the Premises for
        the
        Extension Term. The Premises shall be tendered on the Commencement Date of
        the
        Extension Term in "as-is" condition. 

      


      (g)
        If
        the
        Lease is extended for the Extension Term, then Landlord shall prepare and
        Tenant
        shall execute an amendment to the Lease confirming the extension of the Lease
        Term and the other provisions applicable thereto (the "Amendment").

      


      (h)
        If
        Tenant
        exercises its right to extend the term of the Lease for the Extension Term
        pursuant to this Addendum, the term "Lease Term" as used in the Lease, shall
        be
        construed to include, when practicable, the Extension Term except as provided
        in
        (d) above.

       

      
        
          
          

        

        
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      EXHIBIT
        A

      


      SITE
        PLAN

      


      ATTACHED
        TO AND A PART OF THE LEASE AGREEMENT

      DATED__________,
        2007
        BETWEEN

      


      MDN
        /
        JSC - II Limited

      and

      Adams
        Golf, Ltd.

       

      

       

      
        
          
          

        

        
          -
            17
            -