ex10_1.htm


    
      

    

    Exhibit
10.1


    
      INDUSTRIAL BUILDING
LEASE

       

       

      1.            BASIC
TERMS.  This Section 1 contains the Basic
Terms of this Lease between Landlord and Tenant, named below.  Other
Sections of the Lease referred to in this Section 1 explain and define
the Basic Terms and are to be read in conjunction with the Basic
Terms.

       

      
        	
                 
      

              	
                1.1.

              	
                Date
      of Lease:  February 27,
2008

              


      

       

      
        	
                 
      

              	
                1.2.

              	
                Landlord:  1300
      Norwood Associates LLC, an Illinois limited liability
    company

              


      

       

      
        	
                 
      

              	
                1.3.

              	
                Tenant:  M-Wave,
      Inc., a Delaware corporation

              


      

       

      
        	
                 
      

              	
                1.4.

              	
                Premises:  Approximately
      17,600 rentable square feet in the building commonly known as 1300 Norwood
      Avenue, Itasca, Illinois (the “Building”).

              


      

       

      
        	
                 
      

              	
                1.5.

              	
                Property:  See
      Exhibit
      A.

              


      

       

      
        	
                 
      

              	
                1.6.

              	
                Lease
      Term:  The term (“Term”) shall be thirty
      seven (37) calendar months commencing on the Commencement Date, provided
      that if the Commencement Date is not the first (1st)
      day of a calendar month, the Term shall end thirty seven (37) calendar
      months after the last day of the calendar month in which the Commencement
      Date occurs (“Expiration
      Date”).

              


      

       

      
        	
                 
      

              	
                1.7.

              	
                Commencement
      Date:  April 1, 2008.

              


      

       

      
        	
                 
      

              	
                1.8.

              	
                [Permitted
      Uses:  (See Section 4.1) Tenant shall use and occupy the
      Premises for a warehouse and distribution facility with incidental offices
      uses and for no other use or purpose. Tenant covenants and agrees to use
      and occupy the Premises in conformity with all applicable
      law.  The foregoing shall not be deemed to limit the use by any
      permitted sublessee or assignee.]

              


      

       

      
        	
                 
      

              	
                1.9.

              	
                Brokers:  (See
      Section 23)

              


      

      
        	
              	
                 
      

              	
                (A)  Tenant’s
      Broker:  Paine Wetzel

              


      

      
        	
              	
                 
      

              	
                (B)  Landlord’s
      Broker:  Cushman &
Wakefield

              


      

       

      
        	
                 
      

              	
                1.10.

              	
                Security/Damage
      Deposit:  (See Section 4.4)  $16,000.00

              


      

       

      
        	
                 
      

              	
                1.11.

              	
                Exhibits
      to Lease:  The following exhibits are attached to and made a
      part of this Lease.  Exhibits A, B &
  C.

              


      

       

      2.            LEASE OF
PREMISES; POSSESSION; RENT.

       

      2.1.          Lease of
Premises for Lease Term.  Landlord hereby leases the Premises
to Tenant, and Tenant hereby rents the Premises from Landlord, for the Term and
subject to the conditions of this Lease.

       

      2.2.          Early
Possession. If Tenant desires to take possession of all or any part of
the Premises prior to the Commencement Date set forth above and if Landlord
authorizes Tenant to do so, the Commencement Date shall be advanced to the date
on which Tenant takes possession, provided Tenant shall not be required to pay
Base Rent during such early occupancy period; provided, however that Tenant must
provide evidence of compliance with Section 10 hereof prior to taking possession
which evidence shall be in a form and substance reasonably satisfactory to
Landlord.  The Expiration Date shall not be affected by such early
occupancy.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      2.3.          Failure
to Deliver Possession. If Landlord shall be unable to deliver possession
of the Premises to Tenant on the Commencement Date for any reason, Landlord
shall not be subject to any liability on account thereof, and such failure shall
not affect the validity of this Lease or the obligations of Tenant hereunder. If
Landlord is unable to deliver possession of the Premises to Tenant on the
Commencement Date, the Commencement Date shall be deferred to the date on which
Landlord delivers possession.  If the Commencement Date is deferred
pursuant to this paragraph, the Expiration Date shall be deferred so that the
Term will expire on the last day of the calendar month in which the Lease Year
(as hereinafter defined) expires.    Notwithstanding the
foregoing, in the event Landlord is unable to deliver possession of the Premises
to Tenant by June 1, 2008, Tenant shall have the option to terminate this Lease
with no further obligations and in such event Landlord shall return to Tenant
all payments and deposits made by Tenant in connection herewith and if Tenant
does not elect to terminate, Tenant shall receive one (1) day of rent credit for
each day from April 1, 2008 until the date Landlord delivers possession of the
Premises to Tenant.

       

      2.4.          Types of
Rental Payments. Subject to the rent abatement set forth in the below the
following paragraph, Tenant shall pay net base rent to Landlord in monthly
installments, in advance, on the first day of each and every calendar month
during the Term of this Lease (the “Base Rent”) in the amounts and
for the periods set forth below:

       

      
        	
                Lease
      Period

              	 	
                Annualized Base
      Rent

              	 	
                Monthly Base
      Rent

              
	
                Months
      0 - 1

              	 	
                - 0
      -

              	 	
                - 0
      -

              
	
                Months
      2-13

              	 	
                $79,200.00

              	 	
                $6,600.00

              
	
                Months
      14-25

              	 	
                $81,576.00

              	 	
                $6,798.00

              
	
                Months
      26-37

              	 	
                $84,023.28

              	 	
                $7,001.94

              
	 	 	 	 	 
	
                Renewal Term
      (See Section 25)

              	 	 
      	 	 
      
	
                Months
      38-49

              	 	
                $86,543.98

              	 	
                $7,212.00

              
	
                Months
      50-61

              	 	
                $89,140.29

              	 	
                $7,428.36

              
	
                Months
      62-73

              	 	
                $91,814.50

              	 	
                $7,651.21

              
	
                Months
      74-85

              	 	
                $94,568.94

              	 	
                $7,880.74

              
	
                Months
      86-97

              	 	
                $97,406.00

              	 	
                $8,117.17

              


      

       

      The
monthly Base Rent for any partial month within the Term shall be prorated on a
per diem basis based on the number of days in such month.  Tenant is
responsible for all Taxes on the Property without application of the Base Amount
calculation and shall be responsible for payment of all other operating expenses
and charges other than excluded operating expenses.  Tenant shall not
be obligated to pay monthly Base Rent for the first (1st) month
of the Term.

       

      Tenant
shall also pay Taxes and Operating Expenses on the Property, in accordance with
Section 3.2 hereof, and
any other amounts owed by Tenant hereunder collectively, “Additional Rent”. Base Rent
and Additional Rent are collectively referred to herein as “Rent.” In the event any
monthly installment of Base Rent or Additional Rent, or both, is not paid within
10 days of the date when due, a late charge in an amount equal to 5% of the then
delinquent installment of Base Rent and/or Additional Rent (the “Late Charge”) shall be paid by
Tenant to Landlord at Landlord’s address set forth herein (or such other entity
designated as Landlord’s management agent, if any, and if Landlord so appoints
such a management agent, the “Agent”), or pursuant to such
other directions as Landlord shall designate in this Lease or otherwise in
writing.

       

      
        
           


        

        
          2

          
            

          

        

        
           


        

      

       

      2.5.           Covenants
Concerning Rental Payments.  Tenant shall pay the Rent promptly
when due, without notice or demand, and without any abatement, deduction or
setoff, except as may otherwise be expressly and specifically provided in this
Lease.  No payment by Tenant, or receipt or acceptance by Agent or
Landlord, of a lesser amount than the correct Rent shall be deemed to be other
than a payment on account, nor shall any endorsement or statement on any check
or letter accompanying any payment be deemed an accord or satisfaction, and
Agent or Landlord may accept such payment without prejudice to its right to
recover the balance due or to pursue any other remedy available to
Landlord.

       

      3.           
PAYMENT
OF TAXES AND OPERATING EXPENSES.

       

      3.1.1.         Tenant’s
Obligation to Pay Rent.  Except as otherwise specifically
provided in this Lease, Tenant’s obligation to pay Rent hereunder shall be
absolute and shall not be affected for any reason whatsoever, including, without
limitation, by any damage to or destruction of the Premises or any part thereof,
any taking of the Premises or any part thereof or interest therein by
condemnation or otherwise, any prohibition, limitation, restriction or
prevention of Tenant’s use, occupancy or enjoyment of the Premises or any part
thereof, the impossibility, impracticability or illegality of performance by
Landlord, Tenant or both, any action of any governmental authority, or any other
cause whether similar to or dissimilar from the foregoing and whether or not
Tenant shall have notice or knowledge thereof and whether or not such cause
shall now be foreseeable. The parties intend that the obligations of Tenant
under this Lease shall be separate and independent covenants and agreements and
shall continue unaffected unless such obligations have been modified or
terminated pursuant to an express provision of this Lease.

       

      3.1.2.         Lock
Box.  Landlord may from time to time designate a lock box
collection agent for the collection of Rent due Landlord.

       

      3.1.3.         Operating
Year.  The term “Operating Year” shall mean the
calendar year commencing January 1st of each year (including the calendar year
within which the Commencement Date occurs) during the Term.

       

      3.2.         Payment
of Taxes and Operating Expenses.  Tenant shall pay, as
Additional Rent each Operating Year the following amounts to cover real estate
taxes (“Taxes”) and
building insurance, landscaping, parking lot maintenance, HVAC maintenance,
repair and replacement, roof maintenance, repair and replacement and property
management fees (“Operating
Expenses”).  Additional Rent shall begin to accrue upon the
Commencement Date.

       

      3.2.1           Taxes.  Tenant
shall be responsible for reimbursing Landlord, based on Landlord’s reasonable
estimate, for the Taxes payable in each year of the Term including the Renewal
Term, even though such Taxes relate to the prior calendar
year.  Tenant shall make payment to Landlord of 1/12 of such annual
Tax reimbursement monthly in advance on the first day of each
month.  Landlord estimates that the Taxes for the initial year of the
Term (being 2007 taxes payable in 2008) shall be in the amount of $1,768.00 per
month.  Upon issuance of the actual bills for Taxes for 2007 Taxes and
subsequent years, Landlord shall promptly advise Tenant in writing as to whether
the estimated payments by Tenant were greater or lesser than the Taxes due for
such year.  In the event the Taxes for such year were greater than the
total of the estimated payments made by Tenant, Tenant shall remit to Landlord
the amount due within thirty (30) days after receipt of Landlord’s
notice.  If the total of such estimated payments exceeded the Taxes
due, Landlord shall remit to Tenant the difference between the estimated
payments and the Taxes within thirty (30) days of receipt of the applicable bill
for Taxes.  Tenant shall have the right, at its sole expense, to
contest Taxes.  Tenant’s portion of Taxes for any partial year of the
Term or Renewal Term shall be prorated.

       

      3.2.2           Operating
Expenses.  Tenant shall pay Landlord $645.33 per month during
the first Operating Year to cover Operating Expenses which amount shall increase
by three percent (3%) cumulatively during each subsequent Operating Year
including the Renewal Term.

       

      
        
           


        

        
          3

          
            

          

        

        
           


        

      

       

      4.            
USE
OF PREMISES; SECURITY DEPOSIT.

       

      4.1.          Use of
Premises and Property.  The Premises shall be used by the
Tenant for the purpose(s) set forth in Section 1.8 above and for no other
purpose whatsoever.  Notwithstanding anything herein to the contrary,
Tenant shall not, at any time, use or occupy, or suffer or permit anyone to use
or occupy, the Premises, or do or permit anything to be done in the Premises or
the Property, in any manner that may (a) violate any Certificate of Occupancy
for the Premises or the Property; (b) cause, or be liable to cause, injury to,
or in any way impair the value or proper utilization of, all or any portion of
the Property (including, but not limited to, the structural elements of the
Property) or any equipment, facilities or systems therein; (c) constitute a
violation of the laws and requirements of any public authority or the
requirements of insurance bodies or the rules and regulations of the Property,
including any covenant, condition or restriction affecting the Property; (d)
exceed the load bearing capacity of the floor of the Premises; or (e) impair or
tend to impair the character, reputation or appearance of the
Property.  On or prior to the date hereof, Tenant has completed and
delivered for the benefit of Landlord a “Tenant Operations Inquiry
Form” in the form attached hereto as Exhibit B describing the
nature of Tenant’s proposed business operations at the Premises, which form is
intended to, and shall be, relied upon by Landlord.  Landlord
covenants and agrees to: (i) cause the Village of Itasca to inspect the Property
prior to the Commencement Date; and (ii) to correct any building code violations
affecting the Property revealed during such inspection prior to the Commencement
Date.

       

      4.2.          [Intentionally
Omitted].

       

      4.3.          Signage.  Tenant
shall not affix any sign of any size or character to any portion of the
Property, without prior written approval of the Village of Itasca and Landlord,
which approval, in the case of Landlord, shall not be unreasonably withheld,
conditioned or delayed.  Tenant shall remove all signs of Tenant upon
the expiration or earlier termination of this Lease and immediately repair any
damage to either or both of the Property and the Premises caused by, or
resulting from, such removal.

       

      4.4.          Security/Damage
Deposit.  Simultaneously with the execution and delivery of
this Lease, Tenant shall deposit with Landlord or Agent the sum set forth in
Section 1.10 above, in cash or other
immediately available funds (the “Security”), representing
security for the performance by Tenant of the covenants and obligations
hereunder.  The Security shall be held by Landlord or Agent, without
interest, in favor of Tenant; provided, however, that no trust relationship
shall be deemed created thereby and the Security may be commingled with other
assets of Landlord.  If Tenant defaults in the performance of any of
its covenants hereunder, Landlord or Agent may, without notice to Tenant, apply
all or any part of the Security, to the extent required for the payment of any
Rent or other sums due from Tenant hereunder, in addition to any other remedies
available to Landlord.  In the event the Security is so applied,
Tenant shall, upon demand, immediately deposit with Landlord or Agent a sum
equal to the amount so used.  If Tenant fully and faithfully complies
with all the covenants and obligations hereunder, the Security (or any balance
thereof) shall be returned to Tenant within 30 days after the last to occur of
(i) the date the Term expires or terminates or (ii) delivery to Landlord of
possession of the Premises.  Landlord may deliver the Security to any
purchaser of Landlord’s interest in the Premises or any Successor Landlord
(defined below), if applicable], and thereupon Landlord and Agent shall be
discharged from any further liability with respect to the
Security.  Landlord and Tenant shall jointly inspect the Premises
within five (5) days of delivery of possession by Tenant and determine the
repairs, if any, for which Tenant is responsible.

       

      5.            
CONDITION
OF PREMISES.

       

      Tenant
agrees that Tenant is familiar with the condition of both the Premises and the
Property, and upon completion of Landlord’s Work Tenant hereby accepts the
foregoing on an “AS-IS,” “WHERE-IS” basis.  Tenant acknowledges that
neither Landlord nor Agent, nor any representative of Landlord, has made any
representation as to the condition of the foregoing or the suitability of the
foregoing for Tenant’s intended use.  Tenant represents and warrants
that Tenant has made its own inspection of the foregoing.  Neither
Landlord nor Agent shall be obligated to make any repairs, replacements or
improvements (whether structural or otherwise) of any kind or nature to the
foregoing in connection with, or in consideration of, this Lease, except as set
forth in Sections 13.2, 18 and 26.  Landlord
shall remain liable for material latent or undisclosed structural defects and
material latent or undisclosed defects to the Building’s mechanical
systems.


      
        
           


        

        
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      6.           
SUBORDINATION;
NOTICES TO SUPERIOR LESSORS AND MORTGAGEES; ATTORNMENT.

       

      6.1.          Subordination.  This
Lease shall be subject and subordinate at all times to (a) all ground leases or
underlying leases that may hereafter be executed affecting either or both of the
Premises and the Property and (b) any mortgage or deed of trust that may now
exist or hereafter be placed upon, and encumber, any or all of (x) the Property;
(y) any ground leases or underlying leases for the benefit of the Property; and
(z) all or any portion of Landlord’s interest or estate in any of said
items.  Notwithstanding the foregoing, Landlord shall have the right
to subordinate or cause to be subordinated any such ground leases or underlying
leases that benefit the Property or any such mortgage or deed of trust liens to
this Lease.  Tenant shall execute and deliver, upon demand by Landlord
and in the form reasonably requested by Landlord, any additional documents
evidencing the priority of subordination of this Lease with respect to any such
ground leases or underlying leases for the benefit of the Property or any such
mortgage or deed of trust.  The foregoing subordination shall be
expressly subject to and conditioned upon the execution of a subordination,
non-disturbance and attornment agreement in usual and customary form between
Tenant, Landlord and the mortgagee.

       

      6.2.          Estoppel
Certificates.  Tenant agrees, from time to time and within 10
days after request by Landlord, to deliver to Landlord, or Landlord’s designee,
an estoppel certificate stating such matters pertaining to this Lease as may be
reasonably requested by Landlord.  Failure by Tenant to timely execute
and deliver such certificate shall constitute an acceptance of the Premises and
acknowledgment by Tenant that the statements included therein are true and
correct without exception. Landlord and Tenant intend that any statement
delivered pursuant to this section may be relied upon by any prospective
purchaser or mortgagee of the Property or of any interest therein or any other
Landlord designee.

       

      6.3.          Transfer
for Landlord. In the event of a sale or conveyance by Landlord of the
Property, the same shall operate to release Landlord from any future liability
for any of the covenants or conditions, express or implied, herein contained in
favor of Tenant, and in such event Tenant agrees to look solely to Landlord’s
successor in interest with respect thereto and agrees to attorn to such
successor provided such successor agrees to assume the obligations of Landlord
hereunder and receives the Deposit.

       

      7.           
QUIET
ENJOYMENT.  Subject to the provisions of this Lease, so long as
Tenant pays all of the Rent and performs all of its other material obligations
hereunder, Tenant shall not be disturbed in its possession of the Premises by
Landlord, Agent or any other person lawfully claiming through or under Landlord;
provided, however, in addition to Landlord’s rights under Section 16 and elsewhere in this
Lease, Landlord and Landlord’s agents, employees, contractors and
representatives shall be provided reasonable access to the Premises such that
Landlord and Landlord’s agents, employees, contractors and representatives may
perform the General Maintenance Services (as hereinafter defined) without undue
interruption, delay or hindrance.  Except in cases of emergency,
Landlord shall provide Tenant with at least 24 hours prior notice before
entering upon the Premises.  This covenant shall be construed as a
covenant running with the Property and is not a personal covenant of
Landlord.  Tenant shall not unreasonably interrupt, delay, prevent or
hinder the performance of the General Maintenance Services by or on behalf of
Landlord. 

       

      
        
           


        

        
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      8.           
ASSIGNMENT,
SUBLETTING AND MORTGAGING.

       

      8.1.          Prohibition.  Tenant
acknowledges that this Lease and the Rent due under this Lease have been agreed
to by Landlord in reliance upon Tenant’s reputation and creditworthiness and
upon the continued operation of the Premises by Tenant for the particular use
described in Section
4.1 above;
therefore, Tenant shall not, whether voluntarily, or by operation of law, or
otherwise: (a) assign or otherwise transfer this Lease; (b) sublet the Premises
or any part thereof, or allow the same to be used or occupied by anyone other
than Tenant; or (c) mortgage, pledge, encumber, or otherwise hypothecate this
Lease or the Premises, or any part thereof, in any manner whatsoever, without in
each instance obtaining the prior written consent of Landlord, which consent may
be given or withheld in Landlord’s sole, but reasonable,
discretion.  Any purported assignment, mortgage, transfer, pledge or
sublease made without the prior written consent of Landlord shall be absolutely
null and void.  No assignment of this Lease shall be effective and
valid unless and until the assignee executes and delivers to Landlord any and
all documentation reasonably required by Landlord in order to evidence
assignee’s assumption of all obligations of Tenant hereunder.  Any
consent by Landlord to a particular assignment, sublease or mortgage shall not
constitute consent or approval of any subsequent assignment, sublease or
mortgage, and Landlord’s written approval shall be required in all such
instances.  No consent by Landlord to any assignment or sublease shall
be deemed to release Tenant from its obligations hereunder and Tenant shall
remain fully liable for performance of all obligations under this
Lease.  Notwithstanding the foregoing, Tenant shall be permitted to
assign or sublease any portion of the Premises to its parent corporation or to
any wholly-owned subsidiary or to any successor in interest to Tenant or to an
entity resulting from the merger of Tenant into such entity or to any entity
acquiring all or substantially all of Tenant’s assets or common stock (each a
“Permitted Assignee”) of
Tenant without Landlord’s prior written consent; provided, however, that in the
event or an assignment or sublease to a Permitted Assignee, Tenant must notify
Landlord in writing of such assignment or sublease no later than thirty (30)
days prior to such Permitted Assignee occupying all or any portion of the
Premises; further, provided, that Tenant shall remain fully liable for
performance of all obligations under this Lease; and further, provided, that
such Permitted Assignee shall not be permitted to use the Premises in violation
of Section 1.8 and Section 4.1.

       

      8.2.          Rights of
Landlord.  If this Lease is assigned, or if the Premises (or
any part thereof) are sublet or used or occupied by anyone other than Tenant,
whether or not in violation of this Lease, Landlord or Agent may (without
prejudice to, or waiver of its rights), collect Rent from the assignee,
subtenant or occupant.  Landlord or Agent may apply the net amount
collected to the Rent herein reserved, but no such assignment, subletting,
occupancy or collection shall be deemed a waiver of any of the provisions of
this Section 8.  With respect to
the allocable portion of the Premises sublet, in the event that the total rent
and any other considerations received under any sublease by Tenant is greater
than the total Rent required to be paid, from time to time, under this Lease,
Tenant shall pay to Landlord fifty percent (50%) of such excess as received from
any subtenant and such amount shall be deemed a component of the Additional
Rent.

       

      8.3.          Permitted
Users.  The provisions of Section 8.1(a) shall apply to a transfer
of a majority (i.e. greater than 50%
interest) of the voting stock of Tenant or to any other change in voting control
of Tenant (if Tenant is a corporation), or to a transfer of a majority of the
general partnership or membership interests in Tenant (if Tenant is a
partnership or a limited liability company) or to a change in the managerial
control of Tenant, or to any comparable transaction involving any other form of
business entity, whether effectuated in one  or more transactions, as
if such transfer were an assignment of this Lease; but said provisions shall not
apply to such a transfer, provided, in any of such events, the successor to
Tenant (or any party remaining liable for the obligations of Tenant
hereunder):  (i) has a net worth at least equal to the net worth of
Tenant as of the Commencement Date or (ii) is capable of satisfying Tenant’s
obligations hereunder, in Landlord’s reasonable judgment.  Any such
permitted transferee shall execute and deliver to Landlord any and all
documentation reasonably required by Landlord in order to evidence assignee’s
assumption of all obligations of Tenant hereunder.  Notwithstanding
anything to the contrary contained in this Section 8.3, in no event may Tenant
assign, mortgage, transfer, pledge or sublease this Lease to any entity
whatsoever if, at the time of such assignment, mortgage, transfer, pledge or
sublease, Tenant is in default under this Lease.  Notwithstanding
anything to the contrary herein contained, Tenant shall be permitted to assign
this Lease to M-Wave International (the contemplated successor-in-interest to
M-Wave, Inc.); provided, however, that in the event of an assignment or sublease
to M-Wave International, Tenant must notify Landlord in writing of such
assignment or sublease no later than thirty (30) days prior to M-Wave
International occupying all or any portion of the Premises; further provided
that Tenant must provide supporting documentation, including financial
statements showing that M-Wave International has a net worth of at least
$500,000; and further, provided, that M-Wave International shall not be
permitted to use the Premises in violation of Section 1.8 and Section 4.1. 

       

      
        
           


        

        
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      9.             COMPLIANCE
WITH LAWS.

       

      9.1.          Compliance
with Laws.  Subject to Landlord’s obligations pursuant to
Section 4.1 hereof, Tenant shall, at its sole expense (regardless of the cost
thereof), comply with all local, state and federal laws, rules, regulations and
requirements now or hereafter in force and all judicial and administrative
decisions in connection with the enforcement thereof (collectively, “Laws”), pertaining to either
or both of the Premises and Tenant’s use and occupancy thereof; provided,
however, Tenant shall not be responsible for any capital improvements required
to keep the Premises in compliance with Laws if such capital improvements would
be required irrespective of Tenant’s use and occupancy of the Premises (in such
event Landlord shall be responsible for such capital improvement provided that
Tenant does not necessitate such capital improvement as a result of its gross
negligence or intentional misconduct at the Premises).  If any license
or permit is required for the conduct of Tenant’s business in the Premises,
Tenant, at its expense, shall procure such license prior to the Commencement
Date, and shall maintain such license or permit in good standing throughout the
Term.  Tenant shall give prompt notice to Landlord of any written
notice it receives of the alleged violation of any Law or requirement of any
governmental or administrative authority with respect to either or both of the
Premises and the use or occupation thereof. The judgment of any court of
competent jurisdiction, or the admission of Tenant in any action or proceeding
against Tenant, whether Landlord is a party thereto or not, that any such Law
pertaining to the Premises has been violated, shall be conclusive of that fact
as between Landlord and Tenant.

       

      9.2.          Hazardous
Materials.  If, at any time or from time to time during the
Term (or any extension thereof), any Hazardous Material (defined below) is
generated, transported, stored, used, treated or disposed of at, to, from, on or
in either or both of the Premises and the Property by, or as a result of any act
or omission of, any or all of Tenant and any or all of Tenant’s Parties (defined
below): (i) Tenant shall, at its own cost, at all times comply (and cause all
others to comply) with all laws (federal, state or local) relating to Hazardous
Materials, including, but not limited to, all Environmental Laws (defined
below), and Tenant shall further, at its own cost, obtain and maintain in full
force and effect at all times all permits and other approvals required in
connection therewith; (ii) Tenant shall promptly provide Landlord or Agent with
complete copies of all communications, permits or agreements with, from or
issued by any governmental authority or agency (federal, state or local) or any
private entity relating in any way to the presence, release, threat of release,
or placement of Hazardous Materials on or in the Premises or any portion of the
Property, or the generation, transportation, storage, use, treatment, or
disposal at, on, in or from the Premises, of any Hazardous Materials; (iii)
Landlord, Agent and their respective agents and employees shall have the right
to either or both (x) enter the Premises and (y) conduct appropriate tests for
the purposes of ascertaining Tenant’s compliance with all applicable laws
(including Environmental Laws), rules or permits relating in any way to the
generation, transport, storage, use, treatment, disposal or presence of
Hazardous Materials on, at, in or from all or any portion of either or both of
the Premises and the Property; and (iv) upon written request by Landlord or
Agent, Tenant shall provide Landlord with the results of reasonably appropriate
tests of air, water or soil to demonstrate that Tenant complies with all
applicable laws, rules or permits relating in any way to the generation,
transport, storage, use, treatment, disposal or presence of Hazardous Materials
on, at, in or from all or any portion of either or both of the Premises and the
Property.  This Section 9.2 does not authorize the
generation, transportation, storage, use, treatment or disposal of any Hazardous
Materials at, to, from, on or in the Premises in contravention of this Section 9.  Tenant covenants
to investigate, clean up and otherwise remediate, at Tenant’s sole expense, any
release of Hazardous Materials caused, contributed to, or created by any or all
of (A) Tenant and (B) any or all of Tenant’s officers, directors, members,
managers, partners, invitees, agents, employees, contractors or representatives
(“Tenant Parties”)
during the Term.  Such investigation and remediation shall be
performed only after Tenant has obtained Landlord’s prior written consent;
provided, however, that Tenant shall be entitled to respond immediately to an
emergency without first obtaining such consent.  All remediation shall
be performed in strict compliance with Environmental Laws and to the reasonable
satisfaction of Landlord.  Tenant shall be liable for any and all
conditions covered hereby, and for all costs relating thereto, that are caused
or created by any or all of Tenant and any or all of Tenant’s
Parties.  Tenant shall not enter into any settlement agreement,
consent decree or other compromise with respect to any claims relating to any
Hazardous Materials in any way connected to the Premises without first obtaining
Landlord’s written consent (which consent may be given or withheld in Landlord’s
sole, but reasonable, discretion) and affording Landlord the reasonable
opportunity to participate in any such proceedings.  As used herein,
the term (x) “Environmental
Laws” shall mean any and all laws pertaining to Hazardous Materials or
that otherwise deal with, or relate to, air or water quality, air emissions,
soil or ground conditions or other environmental matters of any kind; and (y)
“Hazardous Materials”
shall mean any waste, material or substance (whether in the form of liquids,
solids or gases, and whether or not airborne) that is or may be deemed to be or
include a pesticide, petroleum, asbestos, polychlorinated biphenyl, radioactive
material, urea formaldehyde or any other pollutant or contaminant that is or may
be deemed to be hazardous, toxic, ignitable, reactive, corrosive, dangerous,
harmful or injurious, or that presents a risk to public health or to the
environment, and that is or becomes regulated by any Environmental
Law.  The undertakings, covenants and obligations imposed on Tenant
under this Section 9.2 shall survive the
termination or expiration of this Lease.

       

      
        
           


        

        
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      Landlord
represents that to the best of its knowledge the Premises and Property are not
contaminated with Hazardous Materials and are in full compliance with
Environmental Laws.  Landlord shall indemnify and hold Tenant harmless
from any clains, costs (including attorneys’ fees), damages, liabilities,
judgments, penalties and fines arising out of or relating to the contamination
of the Premises or Property or violations of Environmental Laws not resulting
from the acts or omissions of Tenant or Tenant Parties.

       

      10.           INSURANCE.

       

      10.1.       Kinds and
Amounts.  Tenant, at its own cost and expense, shall at all
times during the Term, maintain and keep in full force and effect:

       

      10.1.1.       Commercial
general liability insurance insuring the Landlord, Agent and Landlord's
mortgagee (as an "additional insured"), if any, of which Tenant is given written
notice, and Tenant, from all claims, demands or actions made by or on behalf of
any person or persons, firm or corporation and arising from, related to or
connected with the Premises, for bodily injury to or personal injury to or death
of any person, or more than one (1) person, or for damage to property in an
aggregate amount of not less than $3,000,000.00 combined single limit per
occurrence/aggregate. Said insurance shall be written on an "occurrence" basis
and not on a "claims made" basis. If at any time during the term of this Lease,
Tenant owns or rents more than one location, the policy shall contain an
endorsement to the effect that the aggregate limit in the policy shall apply
separately to each location owned or rented by Tenant. Landlord shall have the
right, exercisable by giving written notice thereof to Tenant, to require Tenant
to increase such limit if, in Landlord's reasonable judgment, the amount thereof
is insufficient to protect the Landlord, Agent and Tenant from judgments which
might result from such claims, demands or actions.  Said insurance
shall also fully cover the indemnity set forth in Section 17.2
hereof.

       

      10.1.2.       Fire
and extended coverage and all other risks of direct physical loss as insured
against under Special Form ("all risk" coverage), covering the improvements at
any time situated upon the Premises against loss or damage by fire, lightning,
wind storm, hail storm, aircraft, vehicles, smoke, explosion, terrorism, riot or
civil commotion.  The insurance coverage shall be for not less than
100% of the full replacement cost of such improvements with agreed value
endorsement, and building ordinance coverage, all subject only to such
deductibles as Landlord shall reasonably approve in writing. The full
replacement cost of improvements shall be designated annually by Landlord, in
the good faith exercise of Landlord's reasonable judgment. In the event that
Tenant does not agree with Landlord's designation, Tenant shall have the right
to submit the matter to an insurance appraiser mutually selected by Landlord and
Tenant and paid for by Tenant.  The insurance appraiser shall submit a
written report of his appraisal which shall be used to determine the full
replacement cost of the improvements; provided, however, that notwithstanding
the foregoing, the agreed value endorsement shall in all events be in an amount
not less than required by Landlord's mortgagee.  Landlord shall be a
named insured on such policy and all proceeds of insurance shall be payable to
Landlord to be disbursed as provided within this Lease, provided that Landlord
shall not have a right to the proceeds of insurance covering any of Tenant's
personal property, equipment or Trade Fixtures which shall be payable directly
to Tenant. Said insurance shall contain an endorsement waiving the insurer's
right of subrogation against any Landlord, provided that such waiver of the
right of subrogation shall not be operative in any case where the effect thereof
is to invalidate such insurance coverage or increase the cost thereof (except
that either party shall have the right, within thirty (30) days following
written notice, to pay such increased cost, thereby keeping such waiver in full
force and effect).

       

      
        
           


        

        
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      10.1.3.       Business
interruption insurance protecting Landlord from loss of rents and other charges
during the period while the Premises are untenantable due to fire or other
casualty (covering a period of untenantability up to twelve (12)
months).

       

      10.1.4.       Fire
and extended coverage policy and all other risks of direct physical loss as
insured against under Special Form ("all risk" coverage), covering all contents
and Tenant's trade fixtures, machinery, equipment, furniture and furnishings in
the Premises to the extent of at least ninety percent (90%) of their replacement
cost.  Said insurance shall contain an endorsement waiving the
insurer's right of subrogation against any Landlord Protected Party, provided
that such waiver of the right of subrogation shall not be operative in any case
where the effect thereof is to invalidate such insurance coverage or increase
the cost thereof (except that Landlord shall have the right, within thirty (30)
days following written notice, to pay such increased cost, thereby keeping such
waiver in full force and effect).

       

      10.1.5.      
Insurance against all worker's compensation claims in the amount required by
statute.

       

      10.1.6.       Insurance
against loss or damage from external explosion or breakdown of boilers, air
conditioning equipment and miscellaneous electrical apparatus, if any, in the
Premises, in an amount not less than $250,000, with loss or damage payable to
Landlord and Tenant as their interests may appear.

       

      10.2.        Form of
Insurance. All of the aforesaid insurance shall be with companies and in
form, substance and amount (where not stated above) satisfactory from time to
time to Landlord and any mortgagee of Landlord.  The aforesaid
insurance shall unconditionally provide that it is not subject to cancellation
or non-renewal except after at least thirty (30) days prior written notice to
Landlord and any mortgagee of Landlord. The insurance specified in Section 10.1.2 shall contain a
mortgagee loss payable endorsement satisfactory to Landlord's mortgagee and the
insurance specified in Sections
10.1.3, 10.1.4 and 10.1.5 shall also insure Landlord's mortgagee as
required by Landlord's mortgagee. Upon request by Landlord, originals of
Tenant's insurance policies (or certificates thereof satisfactory to Landlord),
together with satisfactory evidence of payment of the premiums thereon, shall be
deposited with Landlord no later than the Commencement Date and renewals thereof
not less than thirty (30) days prior to the end of the term of such
coverage.

       

      
        
           


        

        
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      10.3.       
Waiver of
Subrogation.  To the extent permitted by law, and without
affecting the coverage provided by insurance required to be maintained
hereunder, Landlord and Tenant each waive any right to recover against the other
for (a) damages to property, (b) damages to all or any portion of the Premises,
(c) claims arising by reason of the foregoing, to the extent such damages and
claims are insured against, or required to be insured against, by Landlord or
Tenant under this Lease, or (d) claims paid by Tenant's workers' compensation
carrier.  This provision is intended to waive, fully and for the
benefit of each party, any rights and/or claims which might give rise to a right
of subrogation by any insurance carrier.  The coverage obtained by
each party pursuant to this Lease shall include, without limitation, a waiver of
subrogation by the carrier which conforms to the provisions of this
section.

       

      10.4.        Fire
Protection. Tenant shall comply with all applicable fire codes of any
governmental authority, and with the rules and regulations of Landlord's fire
underwriters and their fire protection engineers, including, without limitation,
the installation of adequate fire extinguishers. In the event that the Premises
are served by a sprinkler system, Tenant will, at all times during the entire
Lease term, cause the same to be served by a sprinkler monitoring system
connected to the local Fire department or to a qualified monitoring service
approved by Landlord; if, as of the Commencement Date, such a sprinkler
monitoring system is not installed and/or connected, Tenant shall, at its sole
cost and expense, install such a monitoring system and cause it to be so
connected.

       

      11.          ALTERATIONS.

       

      11.1.        Procedural
Requirements.  Tenant may, from time to time, at its expense,
make alterations or improvements in and to the Premises (hereinafter
collectively referred to as “Alterations”), provided that
Tenant first obtains the written consent of Landlord in each
instance.  Notwithstanding the foregoing, Tenant shall be permitted
without Landlord’s consent to make Alterations which do not materially affect
the HVAC or which do not affect roof, structure or exterior, the cost of which
does not exceed $25,000.00.  Landlord’s consent to Alterations shall
not be unreasonably withheld, provided that:  (a) the Alterations are
non-structural and the structural integrity of the Property shall not be
affected; (b) the Alterations are to the interior of the Premises; (c) the
proper functioning of the mechanical, electrical, heating, ventilating,
air-conditioning (“HVAC”), sanitary and other
service systems of the Property shall not be affected and the usage of such
systems by Tenant shall not be increased; (d) the Alterations have no adverse
effect on other leased premises in the Property; (e) Tenant shall have
appropriate insurance coverage, reasonably satisfactory to Landlord, regarding
the performance and installation of the Alterations; (f) the Alterations shall
conform with all other requirements of this Lease; and (g) Tenant shall have
provided Landlord with reasonably detailed plans for such Alterations in advance
of requesting Landlord’s consent.  Before proceeding with any
Alterations, Tenant shall (i) at Tenant’s expense, obtain all necessary
governmental permits and certificates for the commencement and prosecution of
Alterations; (ii) submit to Agent, for Landlord’s written approval, working
drawings, plans and specifications and all permits for the work to be done and
Tenant shall not proceed with such Alterations until it has received said
approval; and (iii) cause those contractors, materialmen and suppliers engaged
to perform the Alterations to deliver to Landlord certificates of insurance (in
a form reasonably acceptable to Landlord) evidencing policies of commercial
general liability insurance (providing the same coverages as required in Section 10.1.1) and workers’
compensation insurance.  Such insurance policies shall satisfy the
obligations imposed under Sections 10.1.1, 10.1.2, 10.1.3,
10.1.4 and 10.1.6.  Landlord shall advise Tenant at the time it
consents to any Alteration whether Tenant shall be required to remove the
Alterations upon the expiration of the Lease.

       

      11.2.        Performance
of Alterations.  Tenant shall cause the Alterations to be
performed in compliance with all applicable permits, laws and requirements of
public authorities, and with Landlord’s reasonable rules and regulations or any
additional reasonable restrictions that Landlord or Agent may impose on the
Alterations (provided that Landlord’s or Agent’s ability to impose additional
reasonable restrictions shall only apply to such Alterations requiring
Landlord’s written consent in accordance with the first sentence of Section
11.1).  Tenant shall cause the Alterations to be diligently
performed in a good and workmanlike manner, using new materials and equipment at
least equal in quality and class to the standards for the Property established
by  Landlord or Agent.  Tenant shall obtain all necessary
permits and certificates for final governmental approval of the Alterations and
shall provide Landlord with “as built” plans, copies of all construction
contracts, governmental permits and certificates and proof of payment for all
labor and materials, including, without limitation, copies of paid invoices and
final lien waivers.

       

      
        
          
             


          

          
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      11.3.        Lien
Prohibition.  Tenant shall pay when due all claims for labor
and material furnished to the Premises in connection with the
Alterations.  Tenant shall not permit any mechanics or materialmen’s
liens to attach to the Premises or the Property.  Tenant, at its
expense, shall procure the satisfaction or discharge of record of all such liens
and encumbrances within 30 days after the filing thereof; or, within such thirty
(30) day period, Tenant shall provide Landlord, at Tenant’s sole expense, with
endorsements (satisfactory, both in form and substance, to Landlord and the
holder of any mortgage or deed of trust) to the existing title insurance
policies of Landlord and the holder of any mortgage or deed of trust, insuring
against the existence of, and any attempted enforcement of, such lien or
encumbrance.  In the event Tenant has not so performed, Landlord may,
at its option, pay and discharge such liens and Tenant shall be responsible to
reimburse Landlord, on demand and as Additional Rent under this Lease, for all
costs and expenses incurred in connection therewith, together with interest
thereon at the rate set forth in Section 22.3, which expenses shall
include reasonable fees of attorneys of Landlord’s choosing, and any costs in
posting bond to effect discharge or release of the lien as an encumbrance
against the Premises or the Property.

       

      12.          LANDLORD’S
AND TENANT’S PROPERTY.

       

      12.1.       Landlord’s
Property.  Subject to Sections 11.2 and 12.2, all fixtures, machinery,
equipment, improvements and appurtenances attached to, or built into, the
Premises at the commencement of, or during the Term, whether or not placed there
by or at the expense of Tenant, shall become and remain a part of the Premises;
shall be deemed the property of Landlord (the “Landlord’s Property”), without
compensation or credit to Tenant; and shall not be removed by Tenant at the
Expiration Date unless Landlord requests their removal.  Further, any
personal property in the Premises on the Commencement Date, movable or
otherwise, unless installed and paid for by Tenant, shall be and shall remain
the property of Landlord and shall not be removed by Tenant.  In no
event shall Tenant remove any of the following materials or equipment without
Landlord’s prior written consent (which consent may be given or withheld in
Landlord’s sole discretion):  any power wiring or power panels,
lighting or lighting fixtures, wall or window coverings, carpets or other floor
coverings, heaters, air conditioners or any other HVAC equipment, fencing or
security gates, or other similar building operating equipment and
decorations.

       

      12.2.        Tenant’s
Property.  All movable non-structural partitions, business and
trade fixtures, machinery and equipment, communications equipment and office
equipment that are installed in the Premises by, or for the account of, Tenant
and without expense to Landlord and that can be removed without structural
damage to the Property, and all furniture, furnishings and other articles of
movable personal property owned by Tenant and located in the Premises
(collectively, the “Tenant’s
Property”) shall be and shall remain the property of Tenant and may be
removed by Tenant at any time during the Term, provided Tenant repairs or pays
the cost of repairing any damage to the Premises or to the Property resulting
from the installation and/or removal thereof.  At or before the
Expiration Date, or the date of any earlier termination, Tenant, at its expense,
shall remove from the Premises all of Tenant’s Property and any Alterations
(except such items thereof as constitute Landlord’s Property; or as Landlord
shall have expressly permitted, in writing, to remain, which property shall
become the property of Landlord), and Tenant shall repair (to Landlord’s
reasonable satisfaction) any damage to the Premises or the Property resulting
from any installation and/or removal of Tenant’s Property.  Any other
items of Tenant’s Property that shall remain in the Premises after the
Expiration Date, or following an earlier termination date, may, at the option of
Landlord, be deemed to have been abandoned, and in such case, such items may be
retained by Landlord as its property or be disposed of by Landlord, in
Landlord’s sole and absolute discretion and without accountability, at Tenant’s
expense.  Notwithstanding the foregoing, but subject to a lien by
Tenant’s lender  if Tenant is in default under the terms of this
Lease, Tenant may remove Tenant’s Property from the Premises only upon the
express written direction of Landlord.

       

      
        
           


        

        
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      13.          REPAIRS
AND MAINTENANCE.

       

      13.1.        Tenant
Repairs and Maintenance.

       

      13.1.1.       Tenant
Responsibilities.  Throughout the Term, Tenant shall, at its
sole cost and expense both (x) maintain and preserve, in its existing condition
as of the date Tenant occupies the Premises whether such date of occupancy is
the Commencement Date or an earlier date pursuant to Section 2.2 (subject to normal
and customary wear and tear), and (y) perform any and all repairs required in
order to so maintain and preserve, in its existing condition, the Premises and
the fixtures and appurtenances therein (including, but not limited to, the
Premises plumbing, all fire protection and security systems and devices located
in the Premises, all doors, overhead or otherwise, glass and levelers located in
the Premises or otherwise available in the Property for Tenant’s exclusive use;
and excluding, however, only those specific components of the Premises for which
Landlord is expressly responsible under Section 13.2).

       

      In
addition to Tenant’s obligations under (i) and (ii) above, Tenant shall also be
responsible for all costs and expenses incurred to perform any and all repairs
and replacements (whether structural or non-structural; interior or exterior;
capital or otherwise; and ordinary or extraordinary), in and to the Premises and
the Property and the facilities and systems thereof, if and to the extent that
the need for such repairs or replacements arises directly or indirectly from any
or all of:  (a) the performance or existence of any Alterations, (b)
the installation, use or operation of Tenant’s Property in the Premises, (c) the
moving of Tenant’s Property in or out of the Property, and (d) any act,
omission, misuse, or neglect of Tenant, any of its subtenants, or others
entering into the Premises by act or omission of Tenant or any
subtenant.  Any repairs or replacements required to be made by Tenant
to any or all of the structural components of the Property and the mechanical,
electrical, sanitary or other systems of the Property or Premises shall be
performed by appropriately licensed contractors approved by Landlord, which
approval shall not be unreasonably withheld.  All such repairs or
replacements shall be subject to the supervision and control of Landlord, and
all repairs and replacements shall be made with materials of equal or better
quality than the items being repaired or replaced.

       

      13.2.        Landlord
Repairs.  Landlord shall repair, replace and restore the
foundation, exterior and interior load-bearing walls, roof structure and roof
covering and tuckpointing, the parking lot and common
areas  (including landscaping) and HVAC systems of the Premises;
provided, however, that in the event that any such repair, replacement or
restoration is necessitated by any or all of the matters set forth in Sections 13.1.1(a) through (d) above (collectively,
“Tenant Necessitated
Repairs”), then Tenant shall be required to reimburse Landlord for all
costs and expenses that Landlord incurs in order to perform such Tenant
Necessitated Repairs, and such reimbursement shall be paid, in full, within 10
days after Landlord’s delivery of demand therefor.  Landlord agrees to
commence the repairs, replacements or restoration described in this Section 13.2 within a reasonable
period of time after receiving from Tenant written notice of the need for such
repairs.

       

      14.           UTILITIES.  Tenant
shall purchase all utility services and shall provide for scavenger, cleaning
and extermination services.  Tenant shall pay the utility charges for
the Premises during the Term directly to the utility or municipality providing
such service.

       

      15.           INVOLUNTARY
CESSATION OF SERVICES.  Landlord reserves the right, without
any liability to Tenant and without affecting Tenant’s covenants and obligations
hereunder, to stop service of any or all of the HVAC, electric, sanitary,
elevator (if any), and other systems serving the Premises, or to stop any other
services required by Landlord under this Lease, whenever and for so long as may
be necessary by reason of (i) accidents, emergencies, strikes, or the making of
repairs or changes which Landlord or Agent, in good faith, deems necessary or
(ii) any other cause beyond Landlord’s reasonable control.  Further,
it is also understood and agreed that Landlord or Agent shall have no liability
or responsibility for a cessation of services to the Premises or to the Property
that occurs as a result of causes beyond Landlord’s or Agent’s reasonable
control.  No such interruption of service shall be deemed an eviction
or disturbance of Tenant’s use and possession of the Premises or any part
thereof, or render Landlord or Agent liable to Tenant for damages, or relieve
Tenant from performance of Tenant’s obligations under this Lease, including, but
not limited to, the obligation to pay Rent; provided, however, that if any
interruption of services persists for a period in excess of five (5) consecutive
business days and such interruption of services is not caused by, or is the
result of acts or omissions by, any or all of Tenant and Tenant’s Parties,
Tenant shall, as Tenant’s sole remedy, be entitled to a proportionate abatement
of Rent to the extent, if any, of any actual loss of use of the Premises by
Tenant and only to the extent not covered by Tenant’s business interruption
insurance.

       

      
        
           


        

        
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      16.           LANDLORD’S
RIGHTS.  Landlord, Agent and their respective agents, employees
and representatives shall have the right to enter and/or pass through the
Premises at any time or times upon not less than 24 hours prior notice (except
in the event of emergency):  (a) to examine and inspect the Premises
and to show them to actual and prospective lenders, prospective purchasers or
mortgagees of the Property or providers of capital to Landlord and its
affiliates; and (b) to make such repairs, alterations, additions and
improvements in or to all or any portion of either or both of the Premises and
the Property, or the Property’s facilities and equipment as Landlord is required
or desires to make.  Landlord and Agent shall be allowed to take all
materials into and upon the Premises that may be required in connection with any
repairs, alterations, additions or improvements, without any liability to Tenant
and without any reduction or modification of Tenant’s covenants and obligations
hereunder; provided, however, that Landlord shall use reasonable efforts to
limit interference with Tenant’s business operations and Tenant’s occupancy and
use of the Premises.  During the period of six months prior to the
Expiration Date (or at any time, if Tenant has vacated or abandoned the Premises
or is otherwise in default under this Lease), Landlord and its agents may
exhibit the Premises to prospective tenants.  Additionally, Landlord
and Agent shall have the following rights with respect to the Premises,
exercisable without notice to Tenant, without liability to Tenant, and without
being deemed an eviction or disturbance of Tenant’s use or possession of the
Premises or giving rise to any claim for setoff or abatement of
Rent:  (i) to designate and approve, prior to installation, all types
of signs; (ii); and (iii) to decorate, remodel, repair, alter or otherwise
prepare the Premises for reoccupancy at any time after Tenant vacates or
abandons the Premises for more than 30 consecutive days or without notice to
Landlord of Tenant’s intention to reoccupy the Premises.

       

      17.           NON-LIABILITY
AND INDEMNIFICATION.

       

      17.1.           Non-Liability.  Except
as set forth in Section
17.3 hereof and except for loss, injury or damage arising out of the
negligence or willful acts of Landlord, Agent or contractor retained by Landlord
or Agent, none of Landlord, Agent, any other managing agent, or their respective
affiliates, owners, partners, directors, officers, agents and employees shall be
liable to Tenant for any loss, injury, or damage, to Tenant or to any other
person, or to its or their property, irrespective of the cause of such injury,
damage or loss.  None of Landlord, Agent, any other managing agent, or
their respective affiliates, owners, partners, directors, officers, agents and
employees shall be liable to Tenant (a) for any damage caused by other persons
in, upon or about the Property, or caused by operations in construction of any
public or quasi-public work; (b) with respect to matters for which Landlord is
liable, for consequential or indirect damages purportedly arising out of any
loss of use of the Premises or any equipment or facilities therein by Tenant or
any person claiming through or under Tenant; (c) for any defect in the Premises
or the Property; (d) for injury or damage to person or property caused by fire,
or theft, or resulting from the operation of heating or air conditioning or
lighting apparatus, or from falling plaster, or from steam, gas, electricity,
water, rain, snow, ice, or dampness, that may leak or flow from any part of the
Property, or from the pipes, appliances or plumbing work of the
same.

       

      
        
           


        

        
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      17.2.        Indemnification
by Tenant. Tenant hereby indemnifies, defends, and holds Landlord,
Agent and their respective affiliates, owners, partners, directors, officers,
agents and employees (collectively, “Landlord Indemnified Parties”)
harmless from and against any and all Losses (defined below) arising from or in
connection with any or all of:  (a) the conduct or management of
either or both the Property and the Premises or any business therein, or any
work or Alterations done, or any condition created by any or all of Tenant and
Tenant’s Parties in or about the Premises during the Term or during the period
of time, if any, prior to the Commencement Date that Tenant is given access to
the Premises; (b) any act, omission or negligence of any or all of Tenant and
Tenant’s Parties; (c) any accident, injury or damage whatsoever (unless caused
by Landlord’s negligence) occurring in, at or upon either or both of the
Property and the Premises and caused by any or all of Tenant and Tenant’s
Parties; (d) any breach by Tenant of any of its warranties and representations
under this Lease; (e) any actions necessary to protect Landlord’s interest under
this Lease in a bankruptcy proceeding or other proceeding under the Bankruptcy
Code; (f) any violation or alleged violation by any or all of Tenant and
Tenant’s Parties of any Law including, without limitation, any Environmental
Law; (g) any breach of the provisions of Section 9 by any or all of Tenant and
Tenant’s Parties; (h) claims for work or labor performed or materials supplies
furnished to or at the request of any or all of Tenant and Tenant’s Parties; (i)
claims arising from any breach or default on the part of Tenant in the
performance of any covenant contained in this Lease; (j) any Hazardous Materials
used, exposed, emitted, released, discharged, generated, manufactured, sold,
transported, handled, stored, treated, reused, presented, disposed of or
recycled in, at, near or under all or any portion of the Premises as a result of
the acts or omissions of any or all of Tenant and Tenant’s Parties; and (k) the
violation of any Environmental Law or any permit, application or consent
required in connection with any Environmental Law by any or all of Tenant and
Tenant’s Parties with respect to the Premises during the Term, excluding,
however, any violation of any Environmental Law resulting directly from the acts
or omissions of Landlord and Landlord’s employees, agents and contractors
(collectively, “Tenant’s
Indemnified Matters”).  In case any action or proceeding is
brought against any or all of Landlord and the Landlord Indemnified Parties by
reason of any of Tenant’s Indemnified Matters, Tenant, upon notice from any or
all of Landlord, Agent or any Superior Party (defined below), shall resist and
defend such action or proceeding by counsel reasonably satisfactory to, or
selected by, Landlord.  The term “Losses” shall mean all claims,
demands, expenses, actions, judgments, damages (actual, but not consequential),
penalties, fines, liabilities, losses of every kind and nature (including,
without limitation, property damage, damages for the loss or restriction on use
of any space or amenity within the Premises or the Property, damages arising
from any adverse impact on marketing space in the Property, sums paid in
settlement of claims and any costs and expenses associated with injury, illness
or death to or of any person), suits, administrative proceedings, costs and
fees, including, without limitation, attorneys’ and consultants’ reasonable fees
and expenses, and the costs of cleanup, remediation, removal and restoration,
that are in any way related to any matter covered by the foregoing
indemnity.  The provisions of this Section 17.2 shall survive the
expiration or termination of this Lease.

       

      17.3.        Indemnification
by Landlord.  Landlord shall defend, indemnify and hold
harmless, Tenant, its officers, directors, agents and employees from and against
any and all liability, losses, damages, claims, demands, suits, costs, judgments
and/or fees (including attorneys' fees) arising out of Landlord's gross
negligence or intentional misconduct.

       

      17.4.        Force
Majeure.  The obligations of Tenant hereunder shall not be
affected, impaired or excused, and Landlord shall have no liability whatsoever
to Tenant, with respect to any act, event or circumstance arising out of (a)
Landlord’s failure to fulfill, or delay in fulfilling any of its obligations
under this Lease by reason of labor dispute, governmental preemption of property
in connection with a public emergency or shortages of fuel, supplies, or labor,
or any other cause, whether similar or dissimilar, beyond Landlord’s reasonable
control; or (b) any failure or defect in the supply, quantity or character of
utilities furnished to the Premises, or by reason of any requirement, act or
omission of any public utility or others serving the Property, beyond Landlord’s
reasonable control.

       

      
        
           


        

        
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      17.5.        Limitation.
Notwithstanding anything to the contrary herein, nothing in this Section 17 shall be deemed to
exculpate Landlord from, or indemnify Landlord for, Landlord’s negligent or
willful acts or omissions.

       

      18.          DAMAGE OR
DESTRUCTION.

       

      18.1.       
Notification
and Repair.  Tenant shall give prompt notice to Landlord and
Agent of (a) any fire or other casualty to the Premises or the Property, and (b)
any damage to, or defect in, any part or appurtenance of the Property’s
sanitary, electrical, HVAC, elevator or other systems located in or passing
through the Premises or any part thereof.  Subject to the provisions
of Section 18.3 below, if either or both
of the Property and the Premises is damaged by fire or other insured
casualty, Landlord
shall repair (or cause Agent to repair) the damage and restore and rebuild the
Property and/or the Premises (except for Tenant’s Property) with reasonable
dispatch after (x) notice to it of the damage or destruction and (y) the
adjustment of the insurance proceeds attributable to such
damage.  Subject to the provisions of Section 18.3 below, Tenant shall not
be entitled to terminate this Lease and no damages, compensation or claim shall
be payable by Landlord for purported inconvenience, loss of business or
annoyance arising from any repair or restoration of any portion of the Premises
or of the Property  pursuant to this Section.  Landlord (or
Agent, as the case may be) shall use its diligent, good faith efforts to make
such repair or restoration promptly and in such manner as not to unreasonably
interfere with Tenant’s use and occupancy of the Premises, but Landlord or Agent
shall not be required to do such repair or restoration work except during normal
business hours of business days.

       

      18.2.        Rental
Abatement.  Provided that any damage to either or both of the
Property and the Premises is not caused by, or is not the result of acts or
omissions by, any or all of Tenant and Tenant’s Parties, if (a) the Property is
damaged by fire or other casualty thereby causing the Premises to be
inaccessible or (b) the Premises are partially damaged by fire or other
casualty, the Rent shall be proportionally abated to the extent of any actual
loss of use of the Premises by Tenant and only to the extent not covered by
Tenant’s business interruption insurance.

       

      18.3.        Total
Destruction.  If the Property or the Premises shall be totally
destroyed by fire or other casualty, or if the Property or the Premises shall be
so damaged by fire or other casualty that (in the reasonable opinion of a
reputable contractor or architect designated by Landlord):  (i) its
repair or restoration requires more than 180 days or (ii) such repair or
restoration requires the expenditure of more than 50% of the full insurable
value of the Property immediately prior to the casualty or (iii) the damage (x)
is less than the amount stated in (ii) above, but more than 10% of the full
insurable value of the Property; and (y) occurs during the last two years of
Lease Term, Landlord and Tenant shall each have the option to terminate this
Lease (by so advising the other, in writing) within 10 days after said
contractor or architect delivers written notice of its opinion to Landlord and
Tenant, but in all events prior to the commencement of any restoration of the
Premises or the Property by Landlord.  In such event, the termination
shall be effective as of the date upon which either Landlord or Tenant, as the
case may be, receives timely written notice from the other terminating this
Lease pursuant to the preceding sentence.  If neither Landlord nor
Tenant timely delivers a termination notice, this Lease shall remain in full
force and effect and Landlord shall undertake to repair or restore the Property
and/or the Premises in accordance herewith.  Notwithstanding the
foregoing, if (A) any holder of a mortgage or deed of trust encumbering the
Property or landlord pursuant to a ground lease encumbering the Property
(collectively, “Superior
Parties”) or other party entitled to the insurance proceeds fails to make
such proceeds available to Landlord in an amount sufficient for restoration of
the Premises or the Property, or (B) the issuer of any casualty insurance
policies on the Property fails to make available to Landlord sufficient proceeds
for restoration of the Premises or the Property, then Landlord may, at
Landlord’s sole option, terminate this Lease by giving Tenant written notice to
such effect within 30 days after Landlord receives notice from the Superior
Party or insurance company, as the case may be, that such proceeds shall not be
made available, in which event the termination of this Lease shall be effective
as of the date Tenant receives written notice from Landlord of Landlord’s
election to terminate this Lease.  Landlord shall have no liability to
Tenant, and Tenant shall not be entitled to terminate this Lease by virtue of
any delays in completion of repairs and restoration.  For purposes of
this Section 18.3 only, “full insurable value” shall
mean replacement cost, less the cost of footings, foundations and other
structures below grade.

       

      
        
           


        

        
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      18.4.        Insurance
Proceeds.  Notwithstanding anything to the contrary contained
in this Section 18,
Landlord shall not be obligated to expend in repairs and restoration an amount
in excess of the proceeds of insurance recovered with respect to any
casualty.  Tenant acknowledges that Landlord shall be entitled to the
full proceeds of any insurance coverage, whether carried by Landlord or Tenant,
for damage to either or both of the Premises and the Property (excluding any
proceeds for damage to Tenant’s Property).  In the event that either
or both of the Premises and the Property are not repaired or reconstructed, all
proceeds of insurance (excluding any proceeds covering Tenant’s Property),
whether carried by Landlord or Tenant, shall be payable to
Landlord.  Landlord’s duty to repair the Premises and the Property
(excluding Tenant’s Property) is limited to repairing the Premises to the
condition existing immediately prior to such fire or other
casualty.

       

      19.           EMINENT
DOMAIN.  If the whole, or any substantial portion (as
reasonably determined by Landlord), of the Property or the Premises is taken or
condemned for any public use under any Law or by right of eminent domain, or by
private purchase in lieu of condemnation or eminent domain, and such taking
would prevent or materially interfere with the Permitted Use of the Premises,
this Lease shall terminate effective when the physical taking of said Premises
occurs.  If less than a substantial portion of the Property is so
taken or condemned, or if the taking or condemnation is temporary (regardless of
the portion of the Property affected), this Lease shall not terminate, but the
Rent payable hereunder shall be proportionally abated to the extent of any
actual loss of use of the Premises by Tenant.  Landlord shall be
entitled to any and all payment, income, rent or award, or any interest therein
whatsoever, which may be paid or made in connection with such a taking or
conveyance, and Tenant shall have no claim against Landlord for the value of any
unexpired portion of this Lease.  Notwithstanding the foregoing, any
compensation specifically and independently awarded to Tenant for loss of
business or goodwill, or for its personal property, shall be the property of
Tenant.

       

      20.           SURRENDER
AND HOLDOVER.  On the last day of the Term, or upon any earlier
termination of this Lease, or upon any re-entry by Landlord upon the Premises,
(a) Tenant shall quit and surrender the Premises to Landlord “broom-clean” and
in condition and repair received as of the Commencement Date (as defined by
Exhibit
C, attached hereto and incorporated herein by reference), except for
ordinary wear and tear and such damage or destruction as Landlord is required to
repair or restore under this Lease, (b) Tenant shall remove all of Tenant’s
Property therefrom, except as otherwise expressly provided in this Lease, and
(c) Tenant shall surrender to Landlord any and all keys, access cards, computer
codes or any other items used to access the Premises.  Landlord and
Tenant jointly shall be permitted to inspect the Premises in order to verify
compliance with this Section
20 at any time
prior to (x) the Expiration Date, (y) the effective date of any earlier
termination of this Lease, or (z) the surrender date otherwise agreed to in
writing by Landlord and Tenant.  The obligations imposed under the
first sentence of this Section
20 shall survive the
termination or expiration of this Lease.  If any repairs are required
to be performed in, to or at the Premises (pursuant to the first sentence of
this Section 20 or any other applicable
provision of this Lease) upon the expiration or termination of the Term, Tenant
shall cause such repairs to be performed, to Landlord’s reasonable satisfaction,
within 10 business days after the date on which this Lease is terminated or
expired.  If Tenant fails to timely comply with the preceding
sentence, then Landlord shall have the right to cause the repairs to be
performed, at Tenant’s expense, and all such expenses so incurred by Landlord
shall bear interest (at the rate specified in the second sentence of Section 22.3) from the date the
expense is incurred until the date paid, in full, by Tenant (inclusive of
interest).  If Tenant remains in possession after the Expiration Date
hereof or after any earlier termination date of this Lease or of Tenant’s right
to possession:  (i) Tenant shall be deemed a tenant-at-will; (ii)
Tenant shall pay 150% of the aggregate of the Base Rent and 100% of the
Additional Rent last prevailing hereunder, and if Tenant remains in possession
for more than 45 days, also shall pay all actual and consequential damages
sustained by Landlord by reason of Tenant’s remaining in possession after the
expiration or termination of this Lease;  (iii) there shall be no
renewal or extension of this Lease by operation of law; and (iv) the
tenancy-at-will may be terminated by either party hereto upon 30 days’ prior
written notice given by the terminating party to the non-terminating
party.  The provisions of this Section 20 shall not constitute a
waiver by Landlord of any re-entry rights of Landlord provided hereunder or by
law.

       

      
        
          
             


          

          
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      21.           EVENTS OF
DEFAULT.

       

      21.1.        Bankruptcy
of Tenant.  It shall be a default by Tenant under this Lease if
Tenant makes an assignment for the benefit of creditors, or files a voluntary
petition under any state or federal bankruptcy or insolvency law, or an
involuntary petition alleging an act of bankruptcy or insolvency is filed
against Tenant under any state or federal bankruptcy or insolvency law that is
not dismissed within 90 days, or whenever a petition is filed by or against (to
the extent not dismissed within 90 days) Tenant under the reorganization
provisions of the United States Bankruptcy Code or under the provisions of any
state or federal law of like import, or whenever a petition shall be filed by
Tenant under the arrangement provisions of the United States Bankruptcy Code or
similar state or federal law, or whenever a receiver of Tenant, or of, or for,
the property of Tenant shall be appointed, or Tenant admits it is insolvent or
is not able to pay its debts as they mature.

       

      21.2.        Default
Provisions.  Each of the following shall constitute a default
by Tenant under this Lease: (a) if Tenant fails to pay Rent or any other payment
when due hereunder within five (5) days after written notice from Landlord of
such failure to pay on the due date; provided, however, that if in any
consecutive 12 month period, Tenant shall, on two (2) separate occasions, fail
to pay any installment of Rent on the date such installment of Rent is due,
then, on the third such occasion and on each occasion thereafter on which Tenant
shall fail to pay an installment of Rent on the date such installment of Rent is
due, Landlord shall be relieved from any obligation to provide notice to Tenant,
and Tenant shall then no longer have a three day period in which to cure any
such failure; or (b) if Tenant fails, whether by action or inaction, to timely
comply with, or satisfy, any or all of the obligations imposed on Tenant under
this Lease (other than the obligation to pay Rent) for a period of 30 days after
Landlord’s delivery to Tenant of written notice of such default under this
Section 21.2(b); provided, however, that if the default cannot, by its nature,
be cured within such 30 day period, but Tenant commences and diligently pursues
a cure of such default promptly within the initial 30 day cure period, then
Landlord shall not exercise its remedies under Section 22 unless such default
remains uncured for more than 75 days after the initial delivery of Landlord’s
original default notice; or (c) Tenant vacates or abandons the Premises during
the Term.  Notwithstanding the immediately preceding item (c), Tenant
shall be permitted to vacate the Premises so long as Tenant continues to pay
Rent, and maintains and secures the Premises in accordance with the terms and
conditions set forth herein.

       

      22.           RIGHTS
AND REMEDIES.

       

      22.1.        Landlord’s
Cure Rights Upon Default of Tenant.  If Tenant defaults in the
performance of any of its obligations under this Lease, and fails to cure such
default on a timely basis (pursuant to Section 21.2), Landlord, without
thereby waiving such default, may (but shall not be obligated to) perform the
same for the account, and at the expense of, Tenant.

       

      
        
           


        

        
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      22.2.        Landlord’s
Remedies.  In the event of any default by Tenant under this
Lease, Landlord, at its option, and after any applicable notice and cure period
(as required pursuant to Section 21.2), but without additional
notice or demand from Landlord, if any, as provided in Section 21.2 has expired, may, in
addition to all other rights and remedies provided in this Lease, or otherwise
at law or in equity: (a) terminate this Lease and Tenant’s right of possession
of the Premises; or (b) terminate Tenant’s right of possession of the Premises
without terminating this Lease; provided, however, that Landlord may, whether
Landlord elects to proceed under Subsections (a) or (b) above, relet the
Premises, or any part thereof for the account of Tenant, for such rent and term
and upon such terms and conditions as are acceptable to Landlord.  In
addition, for purposes of any reletting, Landlord is authorized to decorate,
repair, alter and improve the Premises to the extent deemed necessary by
Landlord, in its sole discretion.  In the event of the termination of
this Lease by Landlord pursuant to (a) above, Landlord shall be entitled to
recover from Tenant (i) all damages and other sums that Landlord is entitled to
recover under any provision of this Lease or at law or in equity, including, but
not limited to, all fixed dollar amounts of Base Rent and Additional Rent
accrued and unpaid for the period up to and including such termination date;
(ii) all other additional sums payable by Tenant, or for which Tenant is liable,
or in respect of which Tenant has agreed to indemnify Landlord, under any of the
provisions of this Lease, that may be then owing and unpaid; (iii) all costs and
expenses (including, without limitation, court costs and attorneys’ reasonable
fees) incurred by Landlord in the enforcement of its rights and remedies under
this Lease; and (iv) any damages provable by Landlord as a matter of law
including, without limitation, an amount equal to the positive difference, if
any, between (x) the discounted present value
(determined on the basis of a per annum discount rate equal to the Discount Rate
as announced from time to time by the Board of Governors of the Federal Reserve
System (the “Applicable Rate”)) of the Base Rent provided to be paid for
the remainder of the Term (measured from the effective termination date of this
Lease) and (y) the fair market rental value of the Leased Premises (determined
at the date of termination of this Lease) after deduction (from such fair market
rental value) of the projected costs and expenses of reletting the Premises
(including the anticipated costs of repairs, alterations, improvements,
additions, legal fees and brokerage commissions) as reasonably estimated by
Landlord.  If Landlord elects to pursue its rights and remedies under
Subsection (b) above, and the Premises are relet and a sufficient sum is not
realized therefrom, then to satisfy the payment, when due, of Base Rent and
Additional Rent reserved under the Lease for any monthly period (after payment
of all Landlord’s reasonable expenses of reletting), Tenant shall, in Landlord’s
sole judgment, either (i) pay any such deficiency monthly or (ii) pay such
deficiency on an accelerated basis, which accelerated deficiency shall be
discounted at the Applicable Rate.  If Landlord elects to pursue its
rights and remedies under Subsection (b) above, and Landlord fails to relet the
Premises, then Tenant shall pay to Landlord the sum of (x) the projected costs
of Landlord’s expenses of reletting (including the anticipated costs of repairs,
alterations, improvements, additions, legal fees and brokerage commissions) as
reasonably estimated by Landlord and (y) the accelerated amount of Base Rent and
Additional Rent due under the Lease for the balance of the Term, discounted to
present value at the Applicable Rate.  Tenant agrees that Landlord may
file suit to recover any sums due to Landlord hereunder from time to time and
that such suit or recovery of any amount due Landlord hereunder shall not be any
defense to any subsequent action brought for any amount not theretofore reduced
to judgment in favor of Landlord.  If Landlord elects to pursue its
rights and remedies under Subsection (b), then Landlord shall at any time have
the further right and remedy to rescind such election and pursue its rights and
remedies under Subsection (a).  In the event Landlord elects, pursuant
to clause (b) of this Section
22.2, to
terminate Tenant’s right of possession only, without terminating this Lease,
Landlord may, at Landlord’s option, with process of law enter into the Premises,
remove Tenant’s Property, Tenant’s signs and other evidences of tenancy, and
take and hold possession thereof, as provided in Section 20 hereof; provided, however,
that such entry and possession shall not terminate this Lease or release Tenant,
in whole or in part, from Tenant’s obligation to pay the Base Rent and
Additional Rent reserved hereunder for the full Term, or from any other
obligation of Tenant under this Lease.  Any and all property that may
be removed from the Premises by Landlord pursuant to the authority of the Lease
or of law, to which Tenant is or may be entitled, may be handled, removed or
stored by Landlord at the sole risk, cost and expense of Tenant, and in no event
or circumstance shall Landlord be responsible for the value, preservation or
safekeeping thereof.  Tenant shall pay to Landlord, upon demand, any
and all expenses incurred in such removal and all storage charges against such
property so long as the same shall be in Landlord’s possession or under
Landlord’s control.  Any such property of Tenant not retaken from
storage by Tenant within 30 days after the end of the Term, however terminated,
shall be conclusively presumed to have been conveyed by Tenant to Landlord under
this Lease as in a bill of sale, without further payment or credit by Landlord
to Tenant.

       

      
        
          
             


          

          
            18

            
              

            

          

          
             


          

        

      

       

      22.3.        Additional
Rights of Landlord.  Any and all costs, expenses and
disbursements, of any kind or nature, incurred by Landlord or Agent in
connection with the enforcement of any and all of the terms and provisions of
this Lease, including attorneys’ reasonable fees (through all appellate
proceedings), shall be due and payable (as Additional Rent) upon Landlord’s
submission of an invoice therefor.  All sums advanced by Landlord or
Agent on account of Tenant under this Section, or pursuant to any other
provision of this Lease, and all Base Rent and Additional Rent, if delinquent or
not paid by Tenant and received by Landlord when due hereunder, shall bear
interest at the rate of 5% per annum above the “prime” rate (on a per annum
basis) of interest published as such, from time to time in The Wall Street Journal or
its successor (“Default
Interest”), from the due date thereof until paid, and such interest shall
be and constitute Additional Rent and be due and payable upon Landlord’s or
Agent’s submission of an invoice therefor.  The various rights,
remedies and elections of Landlord reserved, expressed or contained herein are
cumulative and no one of them shall be deemed to be exclusive of the others or
of such other rights, remedies, options or elections as are now or may hereafter
be conferred upon Landlord by law.

       

      22.4.        Event of
Bankruptcy.  In addition to, and in no way limiting the other
remedies set forth herein, Landlord and Tenant agree that if Tenant ever becomes
the subject of a voluntary or involuntary bankruptcy, reorganization,
composition, or other similar type proceeding under the federal bankruptcy laws,
as now enacted or hereinafter amended, then:  (a) “adequate assurance
of future performance” by Tenant pursuant to Bankruptcy Code Section 365 will
include (but not be limited to) payment of an additional/new security deposit in
the amount of three times the then current Base Rent payable hereunder; (b) any
person or entity to which this Lease is assigned, pursuant to the provisions of
the Bankruptcy Code, shall be deemed, without further act or deed, to have
assumed all of the obligations of Tenant arising under this Lease on and after
the effective date of such assignment, and any such assignee shall, upon demand
by Landlord, execute and deliver to Landlord an instrument confirming such
assumption of liability; (c) notwithstanding anything in this Lease to the
contrary, all amounts payable by Tenant to or on behalf of Landlord under this
Lease, whether or not expressly denominated as “Rent”, shall constitute “rent”
for the purposes of Section 502(b)(6) of the Bankruptcy Code; and (d) if this
Lease is assigned to any person or entity pursuant to the provisions of the
Bankruptcy Code, any and all monies or other considerations payable or otherwise
to be delivered to Landlord or Agent (including Base Rent, Additional Rent and
other amounts hereunder), shall be and remain the exclusive property of Landlord
and shall not constitute property of Tenant or of the bankruptcy estate of
Tenant.  Any and all monies or other considerations constituting
Landlord’s property under the preceding sentence not paid or delivered to
Landlord or Agent shall be held in trust by Tenant or Tenant’s bankruptcy estate
for the benefit of Landlord and shall be promptly paid to or turned over to
Landlord.

       

      23.           BROKER.  Tenant
covenants, warrants and represents that the broker set forth in Section 1.9(A) was the only broker to
represent Tenant in the negotiation of this Lease (“Tenant’s
Broker”).  Landlord covenants, warrants and represents that the
broker set forth in Section
1.9(B) was the only broker to
represent Landlord in the negotiation of this Lease (“Landlord’s
Broker”).  Landlord shall be responsible for paying the
commission of Landlord’s Broker and Tenant’s Broker.  Each party
agrees to and hereby does defend, indemnify and hold the other harmless against
and from any brokerage commissions or finder’s fees or claims therefor by a
party claiming to have dealt with the indemnifying party and all costs, expenses
and liabilities in connection therewith, including, without limitation,
reasonable attorneys’ fees and expenses, for any breach of the
foregoing.  The foregoing indemnification shall survive the
termination or expiration of this Lease.

       

      24.           MISCELLANEOUS.

       

      24.1.        Merger.  All
prior understandings and agreements between the parties are merged in this
Lease, which alone fully and completely expresses the agreement of the
parties.  No agreement shall be effective to modify this Lease, in
whole or in part, unless such agreement is in writing, and is signed by the
party against whom enforcement of said change or modification is
sought.

       

      
        
           


        

        
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      24.2.        Notices.  Any
notice required to be given by either party pursuant to this Lease, shall be in
writing and shall be deemed to have been properly given, rendered or made only
if personally delivered, or if sent by Federal Express or other comparable
commercial overnight delivery service, addressed to the other party at the
addresses set forth below (or to such other address as Landlord or Tenant may
designate to each other from time to time by written notice), and shall be
deemed to have been given, rendered or made on the day so delivered or on the
first business day after having been deposited with the courier
service:

       

      
        	 
      	
                If
      to Landlord:

              	 
      	
                Michael
      Fonda

              
	 
      	 
      	 
      	
                330
      Rosewood Ave

              
	 
      	
                Winnetka,
      IL 60093

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                With
      a copy to:

              	 
      	
                Shefsky
      & Froelich Ltd.

              
	 
      	 
      	 
      	
                111
      East Wacker Drive

              
	 
      	 
      	 
      	
                Suite
      2800

              
	 
      	 
      	 
      	
                Chicago,
      Illinois  60601

              
	 
      	 
      	 
      	
                Attn.:  Thomas
      R. Pappas, Esq.

              
	 
      	 
      	 
      	 
      
	 
      	
                If
      to Tenant:

              	 
      	
                Joseph
      A. Turek

              
	 
      	 
      	 
      	
                1300
      Norwood Ave.

              
	 
      	 
      	 
      	
                Itasca,
      IL

              
	 
      	 
      	 
      	 
      
	 
      	
                With
      a copy to:

              	 
      	
                Schain,
      Burney, Ross & Citron, Ltd.

              
	 
      	 
      	 
      	
                222
      N. LaSalle St. Suite 1940

              
	 
      	 
      	 
      	
                Chicago,
      IL 60601

              
	 
      	 
      	 
      	
                Attn:
      William Biederman

              


      

      


      


      24.3.        Non-Waiver.  The
failure of either party to insist, in any one or more instances, upon the strict
performance of any one or more of the obligations of this Lease, or to exercise
any election herein contained, shall not be construed as a waiver or
relinquishment for the future of the performance of such one or more obligations
of this Lease or of the right to exercise such election, but the Lease shall
continue and remain in full force and effect with respect to any subsequent
breach, act or omission.  The receipt and acceptance by Landlord or
Agent of Base Rent or Additional Rent with knowledge of breach by Tenant of any
obligation of this Lease shall not be deemed a waiver of such
breach.

       

      24.4.        Legal
Costs.  Any party in breach or default under this Lease (the
“Defaulting Party”)
shall reimburse the other party (the “Nondefaulting Party”) upon
demand for any legal fees and court (or other administrative proceeding) costs
or expenses that the Nondefaulting Party incurs in connection with the breach or
default, regardless whether suit is commenced or judgment
entered.  Such costs shall include legal fees and costs incurred for
the negotiation of a settlement, enforcement of rights or
otherwise.  Furthermore, in the event of litigation, the court in such
action shall award to the party in whose favor a judgment is entered a
reasonable sum as attorneys’ fees and costs, which sum shall be paid by the
losing party. Tenant shall pay Landlord’s attorneys’ reasonable fees incurred in
connection with Tenant’s request for Landlord’s consent under provisions of this
Lease governing assignment and subletting, or in connection with any other act
which Tenant proposes to do and which requires Landlord’s consent.

       

      24.5.        Parties
Bound.  Except as otherwise expressly provided for in this
Lease, this Lease shall be binding upon, and inure to the benefit of, the
successors and assignees of the parties hereto.  Tenant hereby
releases Landlord named herein from any obligations of Landlord for any period
subsequent to the conveyance and transfer of Landlord’s ownership interest in
the Property.  In the event of such conveyance and transfer,
Landlord’s obligations shall thereafter be binding upon each transferee (whether
Successor Landlord or otherwise).  No obligation of Landlord shall
arise under this Lease until the instrument is signed by, and delivered to, both
Landlord and Tenant.

       

      
        
           


        

        
          20

          
            

          

        

        
           


        

      

       

      24.6.        Recordation
of Lease.  Tenant shall not record or file this Lease (or any
memorandum hereof) in the public records of any county or state.

       

      24.7.        Survival
of Obligations.  Upon the expiration or other termination of
this Lease, neither party shall have any further obligation nor liability to the
other except as otherwise expressly provided in this Lease and except for such
obligations as, by their nature or under the circumstances, can only be, or by
the provisions of this Lease, may be performed after such expiration or other
termination.

       

      24.8.        Governing
Law; Construction.  This Lease shall be governed by and
construed in accordance with the internal laws of the State of Illinois without
application of conflicts of law provisions or principles.  If any
provision of this Lease shall be invalid or unenforceable, the remainder of this
Lease shall not be affected but shall be enforced to the extent permitted by
law.  The captions, headings and titles in this Lease are solely for
convenience of reference and shall not affect its
interpretation.  This Lease shall be construed without regard to any
presumption or other rule requiring construction against the party causing this
Lease to be drafted.  Each covenant, agreement, obligation, or other
provision of this Lease to be performed by Tenant, shall be construed as a
separate and independent covenant of Tenant, not dependent on any other
provision of this Lease.  All terms and words used in this Lease,
regardless of the number or gender in which they are used, shall be deemed to
include any other number and any other gender as the context may
require.  This Lease may be executed in counterpart and, when all
counterpart documents are executed, the counterparts shall constitute a single
binding instrument.

       

      24.9.        Time.  Time
is of the essence for this Lease.  If the time for performance
hereunder falls on a Saturday, Sunday or a day that is recognized as a holiday
in the state in which the Property is located, then such time shall be deemed
extended to the next day that is not a Saturday, Sunday or holiday in said
state.

       

      24.10.     Authority
of Tenant.  If Tenant is a corporation, partnership, limited
liability company, association or any other entity, it shall deliver to
Landlord, concurrently with the delivery to Landlord of an executed Lease,
certified resolutions of Tenant’s directors or other governing person or body
(i) authorizing execution and delivery of this Lease and the performance by
Tenant of its obligations hereunder and (ii) certifying the authority of the
party executing the Lease as having been duly authorized to do so.

       

      24.11.     WAIVER OF
TRIAL BY JURY.  THE LANDLORD AND THE TENANT, TO THE FULLEST
EXTENT THAT THEY MAY LAWFULLY DO SO, HEREBY WAIVE TRIAL BY JURY IN ANY ACTION OR
PROCEEDING BROUGHT BY ANY PARTY TO THIS LEASE WITH RESPECT TO THIS LEASE, THE
PREMISES, OR ANY OTHER MATTER RELATED TO THIS LEASE OR THE
PREMISES.

       

      24.12.    
Intentionally
Omitted.

       

      24.13.      Financial
Information.
Tenant agrees to promptly furnish financial statements to any mortgagee
or prospective mortgagee of Landlord or any prospective purchaser of the
Property or any prospective mortgagee of such purchaser; provided, however, that
Tenant’s obligation to furnish financial statements in accordance with this
Section 24.13 is subject
to the receipt by Tenant of a non-disclosure agreement, in a form and substance
reasonably acceptable to Tenant, pursuant to which such mortgagee or prospective
purchaser, as the case may be, agrees not to disclose to third-parties any of
the information contained in the financial statements furnished by Tenant
pursuant to this Section
24.13.


      
        
           


        

        
          21

          
            

          

        

        
           


        

      

       

      24.14.     Confidential
Information.  Tenant agrees to maintain in strict confidence
the economic terms of this Lease and any or all other materials, data and
information delivered to or received by any or all of Tenant and Tenants’
Parties either prior to or during the Term in connection with the negotiation
and execution hereof.  The provisions of this Section 24.14 shall survive the
termination of this Lease.

       

      24.15.     Submission
of Lease.  Submission of this Lease to Tenant for signature
does not constitute a reservation of space or an option to
lease.  This Lease is not effective until execution by and delivery to
both Landlord and Tenant.

       

      24.16.     Riders. All Riders and Exhibits
attached hereto and executed (or initialed) both by Landlord and Tenant shall be
deemed to be a part hereof and hereby incorporated herein.

       

      25.           OPTION TO
EXTEND TERM.

       

      25.1.        Renewal
Option.  Subject to the terms and conditions set forth below in
this Section 25, this
Lease may be extended at Tenant's option (the "Renewal Option") once for a
five-year period with an annual 3% escalation in Base Rent and Additional
Rent.  Such period is called the "Renewal Term".  The
Renewal Term shall be upon the same terms, covenants and conditions contained in
this Lease (excluding this Section 25 and Section
26).  Any reference in this Lease to the "Term" shall be deemed
to include the Renewal Term if and when exercised, unless it is expressly
provided otherwise.  Any termination of this Lease or of Tenant's
right to possession shall terminate all of Tenant's rights under this Section 25.  Tenant
may exercise the Renewal Option only by delivering written notice thereof to
Landlord not less than nine (9) months prior to the first day of the Renewal
Term.  If Tenant fails to deliver any such notice within the time
period set forth in the immediately preceding sentence, Tenant shall be deemed
to have irrevocably waived its right to exercise the Renewal
Option.  Notwithstanding the foregoing, if Tenant fails to deliver the
renewal notice within the time herein provided, such right to renew shall not be
deemed waived unless and until Tenant receives written notice from Landlord that
it has failed to exercise its right to renew and Tenant fails to exercise such
right within sixty (60) days after receipt of such notice from
Landlord.  If Tenant delivers written notice exercising the Renewal
Option, such notice shall be irrevocable.

       

      25.2.        Conditions
to Exercising the Renewal Option.  Tenant's right to exercise
the Renewal Option is subject to the conditions that on the date that Tenant
delivers its written notice exercising its Renewal Option: (i) Tenant is not in
default under this Lease; (ii) no event of default has occurred and is
continuing which with the giving of notice or passage of time or both, would
constitute and default under this Lease; and (iii) Tenant shall not have
assigned this Lease or sublet over 50% of the rentable square feet of the
Premises.

       

      26.           LANDLORD
WORK.  Landlord, at its sole cost and expense, shall: (i) paint
and provide new carpeting and new lighting (i.e., new bulbs, fixtures and lenses
where required) to the office area; (ii) provide new ceiling tiles where
required, new floor tiles and new lighting to the “assembly area”; (iii) remodel
all restrooms at the Premises which may involve potential demolition of certain
non-structural walls so that entry to the restroom closest to the office area is
accessible through the office area; and (iv) provide new lighting, where
required, in the warehouse.  Landlord shall also install a fire hose,
reel and related equipment required by municipal authorities prior to the
Tenant’s occupancy of the Premises; provided, however, that Tenant shall be
responsible for 50% of the cost of such fire hose, reel and related equipment,
which 50% is $4,650.00.  Tenant shall pay Landlord $4,650.00 cash
prior to occupying the Premises.

       

      [Signature
Page Follows]

       

      
        
           


        

        
          22

          
            

          

        

        
           


        

      


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

       

      
        	 
      	LANDLORD:	 
      
	 
      	 
      	 
      	 
      
	 
      	1300
      NORTHWOOD ASSOCIATES LLC, an Illinois limited liability
  company
	 
      	 
      	 
      	 
      
	 
      	
                By:

              	 
      	 
      
	 
      	 
      	
                Michael
      Fonda, a Manager

              	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	TENANT:	 
      
	 
      	 
      	 
      	 
      
	 
      	M-WAVE,
      INC., a Delaware corporation	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                By:

              	 
      	 
      
	 
      	
                Its:

              	 
      	 
      


      


      
        
           


        

        
          23

          
            

          

        

        
           


        

      


      EXHIBIT
A

       

      PROPERTY

       

      Parcel
1:

       

      A part of
Block 8 in Unit 2 - The Itasca Industrial Development of the Central
Manufacturing District in Section 1, Township 40 North, Range 10, East of the
Third Principal Meridian, bounded and described as follows: Beginning on the
Northerly line of said Block 8, at a point which is 365.89 feet (measured along
the Northerly line, and along the Northerly line extended Easterly of said Block
8) Westerly from the point of intersection of said Northerly line of Block 8
extended Easterly with the Easterly line of said Block 8 extended Northerly, and
running thence Southerly along a line perpendicular to said Northerly line of
Block 8, a distance of 300 feet to an intersection with the Southerly line of
said Block 8; thence Westerly along said Southerly line of Block 8, a distance
of 235 feet; thence Northerly along a line which is parallel with the
hereinbefore described perpendicular line, a distance of 300 feet to an
intersection with said Northerly line of Block 8; thence Easterly along said
Northerly line of Block 8, a distance of 235 feet to the place of beginning,
according to the Plat thereof recorded September 9, 1970 as Document R70-32351,
in DuPage County, Illinois.

       

      Parcel
2:

       

      Part of
Block 8 in Unit 2 - The Itasca Industrial Development of the Central
Manufacturing District in Section 1, Township 40 North, Range 10, East of the
Third Principal Meridian, which part of Block 8 is bounded and described as
follows: Beginning on the Northerly line of said Block 8, at a point which is
365.89 feet (measured along the Northerly line, and along said Northerly line
extended Eastwardly, of said Block 8) Westerly from the point of intersection of
said Northerly line of Block 8 extended Eastwardly with the Easterly line of
said Block 8 extended Northwardly, and running thence Southwardly along a line
perpendicular to said Northerly line of Block 8, a distance of 300.00 feet to an
intersection with the Southerly line of said Block 8; thence Eastwardly along
said Southerly line of Block 8, a distance of 66.67 feet; thence Northwardly
along a line which is parallel with the hereinbefore described perpendicular
line, a distance of 300.00 feet to an intersection with said Northerly line of
Block 8; and thence Westwardly along said Northerly line of Block 8, a distance
of 66.67 feet to the place of beginning, according to the Plat thereof recorded
September 9, 1970 as Document R70-32351, in DuPage County,
Illinois.

       

      Subject
to:

       

      
        	
                1.

              	
                General
      Real Estate Taxes not yet due and
payable.

              


      

      
        	
                2.

              	
                Acts
      of Grantee or those claiming by, through or under
  Grantee.

              


      

      


      
        	
                P.I.N.
      No.:

              	
                02-01-203-012
      and 02-01-203-013

              


      

       

      
        	
                Commonly
      known as:

              	
                1300
      Norwood Avenue, Itasca, Illinois

              


      

       

      
        
           


        

        
          A-1

          
            

          

        

        
           


        

      

      


      EXHIBIT
B

       

      TENANT
OPERATIONS INQUIRY

       

      
        	
                Tenant
      Name:

              	 
      	 
      	 
      
	 	 	 	 
	
                Tenant
      SIC Code/Description:

              	 
      	 
      	 
      
	 	 	 	 
	
                Property
      Address:

              	 
      	 
      	 
      
	
                 

              	 	 	 
	
                Property
      Number/Region:

              	 
      	 
      	 
      


      

      


      
        	
                1.

              	 
      	
                Name
      of Company (if different from above)

              
	 
      	 
      	 
      
	 	 	 
	
                2.

              	 
      	
                Address
      (local):

              
	 	 	 
	 	 	 
	 
      	 
      	
                Phone
      (local)

              
	 
      	 
      	 
      
	 	 	 
	
                3.

              	 
      	
                Address
      (corporate):

              
	 	 	 
	 	 	 
	 
      	 
      	
                Phone
      (corporate)

              
	 
      	 
      	 
      
	 	 	 
	
                4.

              	 
      	
                What
      is your business (brief description):

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 	 	 
	
                5.

              	 
      	
                What
      operations will you maintain at the proposed facility?

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 	 	 
	
                6.

              	 
      	
                Has
      your business received any Notices of Violation of environmental laws from
      municipal or state agencies regarding operations at your current
      facility?  If so, explain:

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                7.

              	 
      	
                Describe
      any assembly, manufacturing, machining, painting, printing or mechanical
      repair activities that will be part of your business operations at the
      proposed facility:

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 	 	 
	
                8.

              	 
      	
                Will
      your employees operate electrical equipment that contains PCB’s?    YES    NO

              


      

      


      
        
          
             


          

          
            B-1

            
              

            

          

          
             


          

        

      

       

      
        	
                9.

              	 
      	
                Will
      your business operate one or more Underground Storage Tanks (UST’s) at the
      proposed facility? 

                   

                  YES    NO

                   

                

              
	
                10.

              	 
      	
                Will
      your business operate one or more Aboveground Storage Tanks (AST’s) at the
      proposed facility? 

                   

                  YES    NO

                   

                

              
	
                11.

              	 
      	
                TENANT
      CHEMICAL INVENTORY AT PROPOSED FACILITY - (make additional copies, if
      required).  You may exclude small quantities of toner and other
      office supplies)

              


      

      


       

      
        	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Chemicals

                (by
      name where available)

              	 
      	
                What
      will be the average quantity on the proposed premises?

              	 
      	
                What
      will be the maximum quantity on the proposed premises?

              	 
      	
                What
      will be the annual quantity used?

              	 
      	
                How
      will the chemical be stored?

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 -
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 -
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 -
	 	 	 	 	 	 	 	 	 


      

       

      
        
          
          

        

        
          B-2

          
            

          

        

        
          
          

        

      

       

      
        	 	 	 	 	 	 	 	 	 -
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 -
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 -
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 -
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 -
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 -
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 -
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 	 	 	 	 	 	 	 	 -
	 	 	 	 	 	 	 	 	 


      

      


       

      Storage
Methods (use all that apply):  A) 55 gallon drum; B) 20 gallon drum;
C)2-5 gallon pallet/container; D) bulk dry packages; E) cartoned small
containers (less than 2 gallons or 10 pounds) on pallets; F) on floor; G) on
racks; H)Underground Storage Tank (UST); I) Above Ground Storage Tank (AST); J)
other(please describe).

      


      
        
          
             


          

          
            B-3

            
              

            

          

          
             


          

        

      

      


      


       

      
        	
                12.

              	 
      	
                Describe
      any pollution control equipment that will be used at the proposed facility
      (example:  paint spray booth, fume hood, waste water
      treatment).

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                13.

              	 
      	
                Will
      your operations generate any chemical wastes that require special
      disposal? (example:  waste oil, waste solvent)

              	 
      	
                How
      will the chemical wastes be stored on-site?

              	 
      	
                How
      will the wastes be disposed? (example:  recycled, landfilled,
      incinerated)

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 	 	 
	
                14.

              	 
      	
                Does
      your business have an EPA Hazardous Waste Generator ID Number?    YES    NO

              
	 	 	 
	
                15.

              	 
      	
                What
      spill prevention and containment measures will be in place for the
      chemicals and wastes stored at the proposed facility?  (describe
      briefly)

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 	 	 
	
                16.

              	 
      	
                Does
      your business have an Emergency Response or Contingency Plan in place in
      the event of a chemical  incident (please provide a copy)    YES    NO

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                17.

              	 
      	
                Does
      your business have any type of Hazardous Materials training program for
      your employees? (describe briefly):

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      


      

      


      
        
          
             


          

          
            B-4

            
              

            

          

          
             


          

        

      

       

      
        	
                18.

              	 
      	Do
      you have copies of all Material Safety Data Sheets (MSDS) at your facility
      for the chemicals listed in question #7? (Please provide copies):    YES    NO
	 	 	 	 
	
                19.

              	 
      	Does
      your business carry environmental insurance coverage in the event of a
      chemical incident?    YES    NO
	 	 	 	 
	
                20.

              	 
      	Will
      you be required to make filings and notices or obtain permits as required
      by Federal and/or State regulations for the operations at the proposed
      facility?  Specifically:
	 	 	 	 
	 
      	 
      	 	
                a.
      SARA Title III Section 312 (Tier II) reports    YES    NO

              
	 
      	 
      	 	
                (>
      10,000lbs. of hazardous materials STORED at any one
  time)

              
	 
      	 
      	 	
                b.
      SARA Title III Section 313 (Tier III) Form R reports    YES    NO

              
	 
      	 
      	 	
                (>
      10,000lbs. of hazardous materials USED per year)

              
	 
      	 
      	 	
                c.
      NPDES or SPDES Stormwater Discharge permit    YES    NO

              
	 
      	 
      	 	
                (answer
      “No” if “No-Exposure Certification” filed)

              
	 
      	 
      	 	
                d.
      RCRA generator of hazardous waste    YES    NO

              


      

      


      
        
          
             


          

          
            B-5

            
              

            

          

          
             


          

        

      

      


      
        	
                21.

              	 	
                This
      form was prepared by the undersigned as a complete and correct description
      of Tenant’s proposed operations at the location noted, and the Landlord
      may rely on this information.

              


      

      


      
        	 
      	 
      	 
      
	
                Signature

              	 
      	
                Print
      Name

              
	 	 	 
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                Date

              	 
      	 
      


      

       

      
        
          
             


          

          
            B-6

            
              

            

          

          
             


          

        

      

      


      LEASE
EXHIBIT C

       

      Broom
Clean Condition and Repair Requirements

       

      
        	
                ·

              	
                All
      walls must be clean and free of
holes.

              


      

       

      
        	
                ·

              	
                Overhead
      door must be free of any broken panels, cracked lumber or dented
      panels.  The overhead door springs, rollers, tracks, motorized
      door operator, and all other items pertaining to the overhead door must
      also be in good working condition.

              


      

       

      
        	
                ·

              	
                HVAC
      system must be in good working order.  Filters must be changed,
      and all thermostats must be in working order.  Tenant must
      supply Landlord with maintenance
records.

              


      

       

      
        	
                ·

              	
                All
      floors (warehouse and office) must be clean and free of excessive dust,
      dirt, grease, oil and stains.

              


      

       

      
        	
                ·

              	
                Drop
      grid ceiling must be free of excessive dust from lack of changing
      filters.  (No ceiling tiles may be missing or
      damaged.)

              


      

       

      
        	
                ·

              	
                All
      trash must be removed from both inside and outside of the
      Building.

              


      

       

      
        	
                ·

              	
                All
      light bulbs and ballasts must be
working.

              


      

       

      
        	
                ·

              	
                All
      signs in front of Building and on glass entry door and rear door must be
      removed.

              


      

       

      
        	
                ·

              	
                Hot
      water heater must work.

              


      

       

      
        	
                ·

              	
                All
      plumbing fixtures, equipment and drains must be clean and in working
      order.

              


      

       

      
        	
                ·

              	
                Windows
      must be clean.

              


      

       

      
        	
                ·

              	
                All
      mechanical and electrical systems must be in good working
      condition.

              


      

       

    

    
       

      
C-1
b