Exhibit
10-1            


    


    INDUSTRIAL
LEASE

    


    THIS
LEASE (the "Lease") is executed this 30th day of January, 2008, by and between
_________ Investors, LLC, a Delaware limited liability company ("Landlord"), and
Sharps Compliance, Inc., a Delaware corporation ("Tenant").

    


    ARTICLE 1 - LEASE OF
PREMISES

    


    Section
1.01.  Basic Lease Provisions and
Definitions.

    


    (a)           Leased
Premises (shown outlined on Exhibit
A attached hereto): A portion of the building _______________(the
"Building"), located at _______Georgia, _________, consisting of 268,400
rentable square feet (inclusive of the Building).

    


    (b)           Rentable
Area:  approximately 28,800 square feet.

    


    (c)           Tenant's
Proportionate Share:  10.73%.

    


    (d)           Minimum
Rent:

    


    
      
        
          
            	
                    Commencement
      Date - April 30, 2009

                  	 	$	0.00	 
	
                    May
      1, 2009 - December 31, 2009

                  	 	$	91,776.00	 
	
                    January
      1, 2010 - December 31, 2010

                  	 	$	141,793.92	 
	
                    January
      1, 2011 - December 31, 2011

                  	 	$	146,047.74	 
	
                    January
      1, 2012 - December 31, 2012

                  	 	$	150,429.17	 
	
                    January
      1, 2013 - December 31, 2013

                  	 	$	154,942.04	 
	
                    January
      1, 2014 - April 30, 2014

                  	 	$	53,196.77	 


          

        

      

    

     

    (e)           Monthly
Rental Installments:

    


    
      
        
          
            	
                    Commencement
      Date - April 30, 2009

                  	 	$	0.00	 
	
                    May
      1, 2009 - December 31, 2009

                  	 	$	11,472.00	 
	
                    January
      1, 2010 - December 31, 2010

                  	 	$	11,816.16	 
	
                    January
      1, 2011 - December 31, 2011

                  	 	$	12,170.64	 
	
                    January
      1, 2012 - December 31, 2012

                  	 	$	12,535.76	 
	
                    January
      1, 2013 - December 31, 2013

                  	 	$	12,911.84	 
	
                    January
      1, 2014 - April 30, 2014

                  	 	$	13,299.19	 


          

        

      

    

    


    The above
is based upon an estimated Commencement Date of January 1, 2009 (“Target
Commencement Date”). The above schedule will be modified to reflect the actual
Commencement Date as determined under the terms of this Agreement, such that
Minimum Rent shall commence five (5) months after the actual Commencement Date
(although the Minimum Rent increases shall occur on each January 1 as set forth
in the above schedule).  For example, if the actual Commencement Date
is December 15, 2008, then Minimum Rent shall commence on April 15, 2009, and if
the actual Commencement Date is January 15, 2009, then Minimum Rent shall
commence on May 15, 2009, but in either event, the Minimum Rent shall increase
on January 1, 2010 and each subsequent January 1 during the Lease Term in
accordance with the above schedule.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (f)       
   Commencement Date:  The date of Substantial
Completion of the Tenant Improvements (as defined on Exhibit B).

    


    (g)     
    Lease Term:  Approximately five (5) years and
four (4) months.

    


    (h)    
     Security
Deposit:  $12,750.00

    


    (i)      
    Broker(s):  ______________________________________

    


    (j)      
    Permitted Use:  General office, warehousing,
and related purposes.

    


    (k)  
       Address for notices and payments are
as follows:

    


    
      
        
          
            	
                    Landlord:

                  	
                      
      

                  
	 
      	 
      
	
                    With
      Payments to:

                  	
                      
      

                  
	 
      	 
      
	
                    Tenant
      (prior to occupancy):

                  	
                    Sharps
      Compliance, Inc..

                  
	 
      	
                    9220
      Kirby Drive, Suite 500

                  
	 
      	
                    Houston,
      Texas 77054

                  
	 
      	
                    Attn:  David
      P. Tusa

                  
	 
      	 
      
	
                    Tenant
      (following occupancy):

                  	
                    Sharps
      Compliance, Inc..

                  
	 
      	
                    9220
      Kirby Drive, Suite 500

                  
	 
      	
                    Houston,
      Texas 77054

                  
	 
      	
                    Attn:  David
      P. Tusa

                  


          

        

      

    

    


    EXHIBITS

    Exhibit A
- Leased Premises

    Exhibit B
- Tenant Improvements

    Exhibit
B-1 – CD’s

    Exhibit C
- Letter of Understanding

    Exhibit D
- Tenant Operations Inquiry Form

    Exhibit E
- Rules and Regulations

    Exhibit F
- Rider

    Exhibit G
- ROFO Space

    


    Section
1.02.  Lease of
Premises.  Landlord hereby leases to Tenant and Tenant hereby
leases from Landlord the Leased Premises, under the terms and conditions herein,
together with a non-exclusive right, in common with others, to use the following
(collectively, the "Common Areas"): the areas of the Building and the underlying
land and improvements thereto that are designed for use in common by all tenants
of the Building and their respective employees, agents, customers, invitees, and
others.


    
      
         


      

      
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    ARTICLE 2 - TERM AND
POSSESSION

    


    Section
2.01.  Term.  The
Commencement Date and Lease Term shall be as set forth in Sections 1.01(f) and
1.01(g)
above.

     

    Section
2.02.  Construction of Tenant
Improvements.  Landlord shall construct and install all
leasehold improvements to the Leased Premises (collectively, the "Tenant
Improvements") in accordance with Exhibits
B and B-1 attached hereto and made a part hereof.

    


    Section
2.03.  Surrender of the
Premises.  Upon the expiration or earlier termination of this
Lease, Tenant shall, at its sole cost and expense, immediately (a) surrender the
Leased Premises to Landlord in broom-clean condition and in good order,
condition, and repair, (b) remove from the Leased Premises (i) Tenant's Property
(as defined in Section
8.01 below), (ii) all data and communications wiring and cabling
(including above ceiling, below raised floors, and behind walls), and (iii) any
alterations required to be removed pursuant to Section 7.03 below,
and (c) repair any damage caused by any such removal and restore the Leased
Premises to the condition existing upon the Commencement Date, reasonable wear
and tear excepted.  All of Tenant's Property that is not removed
within ten (10) days following Landlord's written demand therefor shall be
conclusively deemed to have been abandoned and Landlord shall be entitled to
dispose of such property at Tenant's cost without incurring any liability to
Tenant.  This Section 2.03 shall
survive the expiration or any earlier termination of this Lease.

    


    Section
2.04.  Holding
Over.  If Tenant retains possession of the Leased Premises
after the expiration or earlier termination of this Lease, Tenant shall be a
tenant at sufferance at one-hundred and fifty percent (150%) of the Monthly
Rental Installments and Annual Rental Adjustment (as hereinafter defined) for
the Leased Premises in effect upon the date of such expiration or earlier
termination, and otherwise upon the terms, covenants, and conditions herein
specified, so far as applicable.  Acceptance by Landlord of rent after
such expiration or earlier termination shall not result in a renewal of this
Lease, nor shall such acceptance create a month-to-month tenancy.  In
the event a month-to-month tenancy is created by operation of law, or by written
agreement of the parties, either party shall have the right to terminate such
month-to-month tenancy upon thirty (30) days' prior written notice to the other,
whether or not said notice is given on the rent paying date.  This
Section 2.04
shall in no way constitute a consent by Landlord to any holding over by Tenant
upon the expiration or earlier termination of this Lease, nor limit Landlord's
remedies in such event.

    


    ARTICLE 3 -
RENT

    


    Section
3.01.  Base
Rent.  Tenant shall pay to Landlord the Minimum Rent in the
Monthly Rental Installments in advance, without demand, abatement, deduction, or
offset, on the Commencement Date and on or before the first day of each and
every calendar month thereafter during the Lease Term; provided, however, upon
execution of this Lease, Tenant shall pay to Landlord the first full Monthly
Rental Installment and the first full monthly installment of the Annual Rental
Adjustment.  The Monthly Rental Installments for partial calendar
months shall be prorated.  Tenant shall be responsible for delivering
the Monthly Rental Installments to the payment address set forth in Section 1.01(k) above
in accordance with this Section
3.01.


    
      
         


      

      
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    Section
3.02.  Annual Rental Adjustment
Definitions.

    


    (a)           "Annual Rental
Adjustment" shall mean the amount of Tenant's Proportionate Share of
Operating Expenses, Real Estate Taxes and Insurance Premiums for a particular
calendar year.  Tenant’s Proportionate Share of “Controllable”
Operating Expenses shall not be increased by more than 10% cumulatively during
any calendar year.  For purposes of this Lease, “Controllable”
Operating Expenses shall mean any Operating Expense which is paid under a stated
rate contract (e.g., trash removal, pest control, window
washing).  “Controllable” Operating Expenses shall not include (i)
expenses subject to change based on actual services provided (e.g., snow
removal, landscaping, utilities), (ii) Real Estate Taxes, and (iii) Insurance
Premiums.

    


    (b)           "Tenant's Proportionate Share
of Operating Expenses, Real Estate Taxes and Insurance Premiums" shall
mean an amount equal to (i) the product of Tenant's Proportionate Share times
the Operating Expenses, plus (ii) the product of Tenant's Proportionate Share
times the Real Estate Taxes, plus (iii) the product of Tenant's Proportionate
Share times the Insurance Premiums.

    


    (c)           "Operating Expenses"
shall mean the amount of all of Landlord's costs and expenses paid or incurred
in operating, repairing, replacing and maintaining the Park, the Building, and
the Common Areas in good condition and repair for a particular calendar year,
including by way of illustration and not limitation, the following: all
insurance deductibles; water, sewer, electrical, and other utility charges other
than the separately billed electrical and other charges paid by Tenant as
provided in this Lease (or other tenants in the Building); painting; stormwater
discharge fees; tools and supplies; repair costs; landscape maintenance costs;
access patrols; license, permit and inspection fees; management fees; market
rate administrative fees; supplies, costs, wages, and related employee benefits
payable for the management, maintenance, and operation of the Building;
maintenance, repair and replacement of the driveways, parking areas, curbs and
sidewalk areas (including snow and ice removal), landscaped areas, drainage
strips, sewer lines, exterior walls, foundation, structural frame, roof, gutters
and lighting; and maintenance and repair costs, dues, fees and assessments
incurred under any covenants or charged by any owners
association.  The cost of any Operating Expenses that are capital in
nature shall be amortized over the useful life of the improvement (as reasonably
determined by Landlord), and only the amortized portion shall be included in
Operating Expenses.

    


    Operating
Expenses shall exclude expenditures for which Landlord is actually reimbursed by
warranty.

    


     (d)           "Real Estate Taxes"
shall mean any form of real estate tax or assessment or service payments in lieu
thereof, and any license fee, commercial rental tax, improvement bond or other
similar charge or tax (other than inheritance, personal income or estate taxes)
imposed upon the Park, Building, or Common Areas, or against Landlord's business
of leasing the Building and Park, by any authority having the power to so charge
or tax, together with costs and expenses of contesting the validity or amount of
the Real Estate Taxes.

    


    (e)           "Insurance Premiums"
shall mean insurance premiums for insurance coverage on the Park, Building, or
Common Areas and shall include all fire and extended coverage insurance on the
Park and Building and all liability insurance coverage on the Common Areas of
the Park and Building, and the grounds, sidewalks, driveways and parking areas
related thereto, together with such other insurance coverages, including, but
not limited to, rent interruption insurance, as are from time to time obtained
by Landlord.


    
      
         


      

      
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    Section
3.03.  Payment of Additional
Rent.

    


    (a)           Any
amount required to be paid by Tenant hereunder (in addition to Minimum Rent) and
any charges or expenses incurred by Landlord on behalf of Tenant under the terms
of this Lease shall be considered "Additional Rent" payable in the same manner
and upon the same terms and conditions as the Minimum Rent reserved hereunder,
except as set forth herein to the contrary.  Any failure on the part
of Tenant to pay such Additional Rent when and as the same shall become due
shall entitle Landlord to the remedies available to it for non-payment of
Minimum Rent.

    


    (b)           In
addition to the Minimum Rent specified in this Lease, commencing as of the
Commencement Date, Tenant shall pay to Landlord as Additional Rent for the
Leased Premises, in each calendar year or partial calendar year during the Lease
Term, an amount equal to the Annual Rental Adjustment for such calendar
year.  Landlord shall estimate the Annual Rental Adjustment annually,
and written notice thereof shall be given to Tenant prior to the beginning of
each calendar year.  Tenant shall pay to Landlord each month, at the
same time the Monthly Rental Installment is due, an amount equal to one-twelfth
(1/12) of the estimated Annual Rental Adjustment.  Tenant shall be
responsible for delivering the Additional Rent to the payment address set forth
in Section
1.01(k) above in accordance with this Section
3.03.  If Operating Expenses increase during a calendar year,
Landlord may increase the estimated Annual Rental Adjustment during such year by
giving Tenant written notice to that effect, and thereafter Tenant shall pay to
Landlord, in each of the remaining months of such year, an amount equal to the
amount of such increase in the estimated Annual Rental Adjustment divided by the
number of months remaining in such year.  Within a reasonable time
after the end of each calendar year, Landlord shall prepare and deliver to
Tenant a statement showing the actual Annual Rental
Adjustment.  Within thirty (30) days after receipt of the
aforementioned statement, Tenant shall pay to Landlord, or Landlord shall credit
against the next rent payment or payments due from Tenant, as the case may be,
the difference between the actual Annual Rental Adjustment for the preceding
calendar year and the estimated amount paid by Tenant during such
year.  This Section 3.03 shall
survive the expiration or any earlier termination of this Lease.

    


    Section
3.04.  Late
Charges.  Tenant acknowledges that Landlord shall incur certain
additional unanticipated administrative and legal costs and expenses if Tenant
fails to pay timely any payment required hereunder.  Therefore, in
addition to the other remedies available to Landlord hereunder, if any payment
required to be paid by Tenant to Landlord hereunder shall become overdue, such
unpaid amount shall bear interest from the due date thereof to the date of
payment at the lesser
of the prime rate of interest, as reported in the Wall Street Journal (the
"Prime Rate") plus six percent (6%) per annum and the maximum legal rate of
interest; provided, however, that with respect to the first late payment, if
any, each calendar year during the Lease Term, such interest shall not commence
to accrue until the expiration of five (5) days after written notice that the
applicable payment is past due.

     

    
      
        
        

      

      
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    ARTICLE 4 - SECURITY
DEPOSIT

    


    Upon
execution and delivery of this Lease by Tenant, Tenant shall deposit one half
(1⁄2) of the Security Deposit with Landlord as security for the performance by
Tenant of all of Tenant's obligations contained in this Lease.  Tenant
shall deposit the other one half (1⁄2) of the Security Deposit with Landlord on
the Commencement Date.  In the event of a Default by Tenant, Landlord
may at its option apply all or any part of the Security Deposit to cure all or
any part of such Default; provided, however, that any such application by
Landlord shall not be or be deemed to be an election of remedies by Landlord or
considered or deemed to be liquidated damages.  If so applied by
Landlord, Tenant agrees promptly, upon demand, to deposit such additional sum
with Landlord as may be required to maintain the full amount of the Security
Deposit.  All sums held by Landlord pursuant to this Article 4 shall be
without interest and may be commingled by Landlord.  Promptly after
the end of the Lease Term, provided that there is then no uncured Default or any
repairs required to be made by Tenant pursuant to Section 2.03 above or
Section 7.03
below, Landlord shall return the Security Deposit to Tenant.

    


    ARTICLE 5 - OCCUPANCY AND
USE

    


    Section
5.01.  Use.  Tenant
shall use the Leased Premises for the Permitted Use and for no other purpose
without the prior written consent of Landlord.

    


    Section
5.02.  Covenants of Tenant
Regarding Use.

    


    (a)           Tenant
shall (i) use and maintain the Leased Premises and conduct its business thereon
in a safe, careful, reputable, and lawful manner; (ii) comply with all covenants
that encumber the Building and all laws, rules, regulations, orders, ordinances,
directions and requirements of any governmental authority or agency, now in
force or which may hereafter be in force, including, without limitation, those
which shall impose upon Landlord or Tenant any duty with respect to or triggered
by a change in the use or occupation of, or any improvement or alteration to,
the Leased Premises; and (iii) comply with and obey all reasonable directions,
rules and regulations of Landlord, including without limitation the Building
Rules and Regulations attached hereto as Exhibit
E and made a part hereof, as may be modified from time to time by
Landlord on reasonable notice to Tenant.

    


    (b)           Tenant
shall not do or permit anything to be done in or about the Leased Premises that
will in any way cause a nuisance, obstruct or interfere with the rights of other
tenants or occupants of the Building or injure or annoy
them.  Landlord shall not be responsible to Tenant for the
non-performance by any other tenant or occupant of the Building of any of
Landlord's directions, rules and regulations, but agrees that any enforcement
thereof shall be done uniformly.  Tenant shall not overload the floors
of the Leased Premises.  All damage to the floor structure or
foundation of the Building due to improper positioning or storage of items or
materials shall be repaired by Landlord at the sole expense of Tenant, who shall
reimburse Landlord immediately therefor upon demand.  Tenant shall not
use the Leased Premises, nor allow the Leased Premises to be used, for any
purpose or in any manner that would (i) invalidate any policy of insurance now
or hereafter carried by Landlord on the Building, or (ii) increase the rate of
premiums payable on any such insurance policy unless Tenant reimburses Landlord
for any increase in premium charged.

    


    (c)           Tenant
shall complete a Tenant Operations Inquiry Form in substantially the form of
Exhibit
D attached hereto and made a part hereof.

     

    
      
        
        

      

      
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    Section
5.03.  Landlord's Rights Regarding
Use.  Without limiting any of Landlord's rights specified
elsewhere in this Lease (a) Landlord shall have the right at any time, without
notice to Tenant, to control, change or otherwise alter the Common Areas in such
manner as it deems necessary or proper, and (b) Landlord, its agents, employees
and contractors and any mortgagee of the Building shall have the right to enter
any part of the Leased Premises at reasonable times upon twenty-four (24) hours
notice (except in the event of an emergency where no notice shall be required)
for the purposes of examining or inspecting the same (including, without
limitation, testing to confirm Tenant's compliance with this Lease), showing the
same to prospective purchasers, mortgagees, or tenants, and making such repairs,
alterations or improvements to the Leased Premises or the Building as Landlord
may deem necessary or desirable.  Landlord shall incur no liability to
Tenant for such entry, nor shall such entry constitute an actual or constructive
eviction of Tenant or a termination of this Lease, or entitle Tenant to any
abatement of rent therefor.


    ARTICLE 6 -
UTILITIES

    


    Tenant
shall obtain in its own name and pay directly to the appropriate supplier the
cost of all utilities and services serving the Leased
Premises.  However, if any services or utilities are jointly metered
with other property, Landlord shall make a reasonable determination of Tenant's
proportionate share of the cost of such utilities and services (at rates that
would have been payable if such utilities and services had been directly billed
by the utilities or services providers) and Tenant shall pay such share to
Landlord within fifteen (15) days after receipt of Landlord's written
statement.  Landlord shall not be liable in damages or otherwise for
any failure or interruption of any utility or other Building service and no such
failure or interruption shall entitle Tenant to terminate this Lease or withhold
sums due hereunder or constitute an actual or constructive eviction of
Tenant.

    


    ARTICLE 7 - REPAIRS,
MAINTENANCE AND ALTERATIONS

    


    Section
7.01.  Repair and Maintenance of
Building.  Landlord shall make all necessary repairs,
replacements and maintenance to the roof, sprinkler systems, exterior walls,
foundation, structural frame of the Building, and the parking and landscaped
areas and other Common Areas.  The cost of such repairs, replacements
and maintenance shall be included in Operating Expenses to the extent provided
in Section
3.02; provided however, to the extent any such repairs, replacements or
maintenance are required because of the negligence, misuse or Default of Tenant,
its employees, agents, contractors, customers or invitees, Landlord shall make
such repairs at Tenant's sole expense.

    


    Section
7.02.  Repair and Maintenance of
Leased Premises.  Tenant shall, at its own cost and expense,
maintain the Leased Premises in good condition, regularly servicing and promptly
making all repairs and replacements thereto, including but not limited to the
electrical systems, heating and air conditioning systems, plate glass, floors,
windows and doors, dock-doors, levelers, trash compactors, and plumbing
systems.  Tenant shall obtain and maintain in effect throughout the
Lease Term a preventive maintenance contract on the heating, ventilating, and
air-conditioning systems and provide Landlord with a copy
thereof.  The preventive maintenance contract shall meet or exceed
Landlord's standard maintenance criteria, and shall provide for the inspection
and maintenance of the heating, ventilating, and air conditioning system on at
least a semi-annual basis.

    


    
      
        
        

      

      
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    Section
7.03.  Alterations.  Tenant
shall not permit alterations in or to the Leased Premises unless and until
Landlord has approved the plans therefor in writing.  As a condition
of such approval, Landlord may require Tenant to remove the alterations and
restore the Leased Premises upon termination of this Lease; otherwise, all such
alterations shall at Landlord's option become a part of the realty and the
property of Landlord, and shall not be removed by Tenant.  Tenant
shall ensure that all alterations shall be made in accordance with all
applicable laws, regulations, and building codes, in a good and workmanlike
manner and of quality equal to or better than the original construction of the
Building.  No person shall be entitled to any lien derived through or
under Tenant for any labor or material furnished to the Leased Premises, and
nothing in this Lease shall be construed to constitute Landlord's consent to the
creation of any lien.  If any lien is filed against the Leased
Premises for work claimed to have been done for or material claimed to have been
furnished to Tenant, Tenant shall cause such lien to be discharged of record
within thirty (30) days after filing.  Tenant shall indemnify Landlord
from all costs, losses, expenses, and attorneys' fees in connection with any
construction or alteration and any related lien.  Tenant agrees that
at Landlord's option, Landlord or a subsidiary or affiliate of Landlord, who
shall receive a fee as Landlord's construction manager or general contractor,
shall perform or cause to be performed all work on any alterations to the Leased
Premises.


    ARTICLE 8 - INDEMNITY AND
INSURANCE

    


    Section
8.01.  Release.  All
of Tenant's trade fixtures, merchandise, inventory, and all other personal
property in or about the Leased Premises, the Building, or the Common Areas,
which is deemed to include the trade fixtures, merchandise, inventory, and
personal property of others located in or about the Leased Premises or Common
Areas at the invitation, direction, or acquiescence (express or implied) of
Tenant (all of which property shall be referred to herein, collectively, as
"Tenant's Property"), shall be and remain at Tenant's sole
risk.  Landlord shall not be liable to Tenant or to any other person
for, and Tenant hereby releases Landlord from (a) any and all liability for
theft or damage to Tenant's Property, and (b) any and all liability for any
injury to Tenant or its employees, agents, contractors, guests and invitees in
or about the Leased Premises, the Building, or the Common Areas, except to the
extent of personal injury (but not property loss or damage) caused directly by
the gross negligence or willful misconduct of Landlord, its agents, employees,
or contractors.  Nothing contained in this Section 8.01 shall
limit (or be deemed to limit) the waivers contained in Section 8.06
below.  In the event of any conflict between the provisions of Section 8.06 below
and this Section
8.01, the provisions of Section 8.06 shall
prevail.  This Section 8.01 shall
survive the expiration or earlier termination of this Lease.

    


    Section
8.02.  Indemnification by
Tenant.  Tenant shall protect, defend, indemnify and hold
Landlord, its agents, employees and contractors harmless from and against any
and all claims, damages, demands, penalties, costs, liabilities, losses, and
expenses (including without limitation reasonable attorneys' fees and expenses
at the trial and appellate levels) to the extent (a) arising out of or relating
to any act, omission, gross negligence, or willful misconduct of Tenant or
Tenant's agents, employees, contractors, customers, or invitees in or about the
Leased Premises, the Building or the Common Areas, (b) arising out of or
relating to any of Tenant's Property, or (c) arising out of any other act or
occurrence within the Leased Premises, in all such cases except to the extent of
personal injury (but not property loss or damage) caused directly by the
negligence or willful misconduct of Landlord, its agents, employees or
contractors.  Nothing contained in this Section 8.02 shall
limit (or be deemed to limit) the waivers contained in Section 8.06
below.  In the event of any conflict between the provisions of Section 8.06 below
and this Section
8.02, the provisions of Section 8.06 shall
prevail.  This Section 8.02 shall
survive the expiration or earlier termination of this Lease.

    


    Section
8.03.  Indemnification by
Landlord.  Landlord shall protect, defend, indemnify and hold
Tenant, its agents, employees, and contractors harmless from and against any and
all claims, damages, demands, penalties, costs, liabilities, losses, and
expenses (including without limitation reasonable attorneys' fees and expenses
at the trial and appellate levels) to the extent arising out of or relating to
any act, omission, gross negligence or willful misconduct of Landlord or
Landlord's agents, employees or contractors.  Nothing contained in
this Section
8.03 shall limit (or be deemed to limit) the waivers contained in Section 8.06
below.  In the event of any conflict between the provisions of Section 8.06 below
and this Section
8.03, the provisions of Section 8.06 shall
prevail.  This Section 8.03 shall
survive the expiration or earlier termination of this Lease.


    
      
         


      

      
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    Section
8.04.  Tenant's
Insurance.  Tenant shall purchase, at its own expense, and keep
in force at all times during the Lease Term the policies of insurance set forth
below (collectively, “Tenant’s Policies”).  All Tenant’s Policies
shall (a) be issued by an insurance company with a Best’s rating of A or better
and otherwise reasonably acceptable to Landlord that is licensed to do business
in the state in which the Leased Premises is located; (b) provide that said
insurance shall not be canceled or materially modified unless 30 days’ prior
written notice shall have been given to Landlord; and (c) provide for
commercially reasonably deductible amounts (provided that if Landlord’s lender
has deductible requirements for the Building, then such deductibles shall be as
reasonably required by Landlord’s lender).  The Tenant’s Policies
described in (i) and (ii) below shall (1) provide coverage on an occurrence
basis; (2) name Landlord (and its lender, if applicable) as additional insured;
(3) provide coverage, to the extent insurable, for the indemnity obligations of
Tenant under this Lease; (4) contain a separation of insured parties provision;
(5) be primary, not contributing with, and not in excess of, coverage that
Landlord may carry; and (6) provide coverage with no exclusion for a pollution
incident arising from a hostile fire.  Certificates of Insurance for
Tenant’s Policies shall be delivered to Landlord prior to the Commencement Date
and renewals thereof shall be delivered to Landlord’s notice addresses at least
30 days prior to the applicable expiration date of each Tenant’s
Policy.  In the event that Tenant fails, at any time or from time to
time, to comply with the requirements of the preceding sentence, Landlord may
(A) order such insurance and charge the cost thereof to Tenant, which amount
shall be payable by Tenant to Landlord upon demand, as Additional Rent or (B)
impose on Tenant, as Additional Rent, a monthly delinquency fee, for each month
during which Tenant fails to comply with the foregoing obligation, in an amount
equal to five percent (5%) of the Monthly Rental Installments then in
effect.  Tenant shall give prompt notice to Landlord and Agent of any
bodily injury, death, personal injury, advertising injury or property damage
occurring in and about the Property.

    


    Tenant shall purchase and maintain, throughout the Term,
Tenant’s Policies of:  (i) commercial general or excess liability
insurance, including personal injury and property damage, in the amount of not
less than $2,000,000.00 per occurrence, and $5,000,000.00 annual general
aggregate; (ii) comprehensive automobile liability insurance covering Tenant
against any personal injuries or deaths of persons and property damage based
upon or arising out of the ownership, use, occupancy or maintenance of a motor
vehicle at the Premises and all areas appurtenant thereto in the amount of not
less than $1,000,000, combined single limit; (iii) commercial
property insurance covering Tenant’s Property (at its
full replacement cost); (iv) workers’ compensation insurance per the applicable
state statutes covering all employees of Tenant; (v) business interruption
insurance with limits not less than an amount equal to two (2) years’ rent due
hereunder; and if Tenant handles, stores, or utilizes Hazardous Substances in
its business operations, (vi) pollution legal liability
insurance.

    


    Section
8.05.  Landlord's
Insurance.  During the Lease Term, Landlord shall maintain the
following types of insurance, in the amounts specified below (the cost of which
shall be included in Operating Expenses):


    
      
         


      

      
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    (a)           a
commercial property insurance policy covering the Building (at its full
replacement cost), but excluding Tenant’s personal property; (b) commercial
general public liability insurance covering Landlord for claims arising out of
liability for bodily injury, death, personal injury, advertising injury, and
property damage occurring in and about the Park and/or Building and otherwise
resulting from any acts or omissions of Landlord, its agents, and employees; (c)
rent loss insurance; and (d) any other insurance coverage deemed appropriate by
Landlord or required by Landlord’s lender.  All of the coverages
described in (a) through (d) shall be determined from time to time by Landlord,
in its sole discretion.  All insurance maintained by Landlord shall be
in addition to and not in lieu of the insurance required to be maintained by the
Tenant.

    


    Section
8.06.  Waiver of
Subrogation.  Notwithstanding anything contained in this Lease
to the contrary, Landlord and Tenant hereby waive any rights each may have
against the other on account of any loss of or damage to their respective
property, the Leased Premises, its contents, or other portions of the Building
or Common Areas arising from any risk which is required to be insured against by
Sections
8.04(a)(ii) and 8.05(b)
above.  The special form coverage insurance policies maintained by
Landlord and Tenant as provided in this Lease shall include an endorsement
containing an express waiver of any rights of subrogation by the insurance
company against Landlord and Tenant, as applicable.

    


    ARTICLE 9 -
CASUALTY

    


    In the
event of total or partial destruction of the Building or the Leased Premises by
fire or other casualty, Landlord agrees promptly to restore and repair same;
provided, however, Landlord's obligation hereunder with respect to the Leased
Premises shall be limited to the reconstruction of such of the leasehold
improvements as were originally required to be made by Landlord pursuant to
Section 2.02
above, if any.  Rent shall proportionately abate during the time that
the Leased Premises or part thereof are unusable because of any such
damage.  Notwithstanding the foregoing, if the Leased Premises are (a)
so destroyed that they cannot be repaired or rebuilt within one hundred eighty
(180) days from the casualty date; or (b) destroyed by a casualty that is not
covered by the insurance required hereunder or, if covered, such insurance
proceeds are not released by any mortgagee entitled thereto or are insufficient
to rebuild the Building and the Leased Premises; then, in case of a clause (a)
casualty, either Landlord or Tenant may, or, in the case of a clause (b)
casualty, then Landlord may, upon thirty (30) days' written notice to the other
party, terminate this Lease with respect to matters thereafter
accruing.  Tenant waives any right under applicable laws inconsistent
with the terms of this paragraph.

    


    ARTICLE 10 - EMINENT
DOMAIN

    


    If all or
any substantial part of the Building or Common Areas shall be acquired by the
exercise of eminent domain, Landlord may terminate this Lease by giving written
notice to Tenant on or before the date possession thereof is so
taken.  If all or any part of the Leased Premises shall be acquired by
the exercise of eminent domain so that the Leased Premises shall become
impractical for Tenant to use for the Permitted Use, Tenant may terminate this
Lease by giving written notice to Landlord as of the date possession thereof is
so taken.  All damages awarded shall belong to Landlord; provided,
however, that Tenant may claim dislocation damages if such amount is not
subtracted from Landlord's award.


    
      
         


      

      
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    ARTICLE 11 - ASSIGNMENT AND
SUBLEASE

    


    Section
11.01.  Assignment and
Sublease.

    


    (a)           Tenant
shall not assign this Lease or sublet the Leased Premises in whole or in part
without Landlord's prior written consent, which shall not be unreasonably
withheld (subject, however, to subsection (b) below and the other provisions
hereof).  In the event of any assignment or subletting, Tenant shall
remain primarily liable hereunder, and any renewal, extension, expansion, rights
of first offer, rights of first refusal or other rights or options granted to
Tenant under this Lease shall be rendered void and of no further force or
effect.  The acceptance of rent from any other person shall not be
deemed to be a waiver of any of the provisions of this Lease or to be a consent
to the assignment of this Lease or the subletting of the Leased
Premises.  Any assignment or sublease consented to by Landlord shall
not relieve Tenant (or its assignee) from obtaining Landlord's consent to any
subsequent assignment or sublease.

    


    (b)           By
way of example and not limitation, Landlord shall be deemed to have reasonably
withheld consent to a proposed assignment or sublease if in Landlord's opinion
(i) the Leased Premises are or may be in any way adversely affected; (ii) the
business reputation of the proposed assignee or subtenant is unacceptable; (iii)
the financial worth of the proposed assignee or subtenant is insufficient to
meet the obligations hereunder, or (iv) the prospective assignee or subtenant is
a current tenant at the Park or is a bona-fide third-party prospective
tenant.  Landlord further expressly reserves the right to refuse to
give its consent to any subletting if the proposed rent is publicly advertised
to be less than the then current rent for similar premises in the
Building.  If Landlord refuses to give its consent to any proposed
assignment or subletting, Landlord may, at its option, within thirty (30) days
after receiving a request to consent, terminate this Lease by giving Tenant
thirty (30) days' prior written notice of such termination, whereupon each party
shall be released from all further obligations and liability hereunder, except
those which expressly survive the termination of this Lease.

    


    (c)           If
Tenant shall make any assignment or sublease, with Landlord's consent, for a
rental in excess of the rent payable under this Lease, Tenant shall pay to
Landlord fifty percent (50%) of any such excess rental upon
receipt.  Tenant agrees to pay Landlord $500.00 upon demand by
Landlord for reasonable accounting and attorneys' fees incurred in conjunction
with the processing and documentation of any requested assignment, subletting or
any other hypothecation of this Lease or Tenant's interest in and to the Leased
Premises as consideration for Landlord's consent.

    


    Section
11.02.  Permitted
Transfer.  Notwithstanding anything to the contrary contained
in Section
11.01 above, Tenant shall have the right, without Landlord's consent, but
upon not less than ten (10) days' prior notice to Landlord, to (a) sublet all or
part of the Leased Premises to any related corporation or other entity which
controls Tenant, is controlled by Tenant, or is under common control with
Tenant; (b) assign all or any part of this Lease to any related corporation or
other entity which controls Tenant, is controlled by Tenant, or is under common
control with Tenant, or to a successor entity into which or with which Tenant is
merged or consolidated or which acquires substantially all of Tenant's assets or
property; or (c) effectuate any public offering of Tenant's stock on the New
York Stock Exchange or in the NASDAQ over-the-counter market, provided that in
the event of a transfer pursuant to clause (b), the tangible net worth of
Tenant’s successor entity after any such transaction is not less than the
tangible net worth of Tenant as of the date hereof and provided further that
such successor entity assumes all of the obligations and liabilities of Tenant
(any such entity hereinafter referred to as a "Permitted
Transferee").  For the purpose of this Article 11 (i)
"control" shall mean ownership of not less than fifty percent (50%) of all
voting stock or legal and equitable interest in such corporation or entity, and
(ii) "tangible net worth" shall mean the excess of the value of tangible assets
(i.e. assets excluding those which are intangible such as goodwill, patents, and
trademarks) over liabilities.  Any such transfer shall not relieve
Tenant of its obligations under this Lease.  Nothing in this paragraph
is intended to nor shall permit Tenant to transfer its interest under this Lease
as part of a fraud or subterfuge to intentionally avoid its obligations under
this Lease (for example, transferring its interest to a shell corporation that
subsequently files a bankruptcy), and any such transfer shall constitute a
Default hereunder.  Any change in control of Tenant resulting from a
merger, consolidation, or a transfer of partnership or membership interests, a
stock transfer, or any sale of substantially all of the assets of Tenant that do
not meet the requirements of this Section 11.02 shall
be deemed an assignment or transfer that requires Landlord's prior written
consent pursuant to Section 11.01
above.


    
      
         


      

      
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    ARTICLE 12 - TRANSFERS BY
LANDLORD

    


    Section
12.01.  Sale of the
Building.  Landlord shall have the right to sell the Building
at any time during the Lease Term, subject only to the rights of Tenant
hereunder; and such sale shall operate to release Landlord from liability
hereunder after the date of such conveyance.

    


    Section
12.02.  Estoppel
Certificate.  Within ten (10) days following receipt of a
written request from Landlord, Tenant shall execute and deliver to Landlord,
without cost to Landlord, an estoppel certificate in such form as Landlord may
reasonably request certifying (a) that this Lease is in full force and effect
and unmodified or stating the nature of any modification, (b) the date to which
rent has been paid, (c) that there are not, to Tenant's knowledge, any uncured
Defaults, or specifying such Defaults if any are claimed, and (d) any other
matters or state of facts reasonably required respecting the
Lease.  Such estoppel may be relied upon by Landlord and by any
purchaser or mortgagee of the Building.

    


    Section
12.03.  Subordination.  Landlord
shall have the right to subordinate this Lease to any mortgage, deed to secure
debt, ground lease, deed of trust, or other instrument in the nature thereof,
and any amendments or modifications thereto (collectively, a "Mortgage")
presently existing or hereafter encumbering the Building by so declaring in such
Mortgage.  Within ten (10) days following receipt of a written request
from Landlord, Tenant shall execute and deliver to Landlord, without cost, any
instrument that Landlord deems reasonably necessary or desirable to confirm the
subordination of this Lease.

    


    ARTICLE 13 - DEFAULT AND
REMEDY

    


    Section
13.01.  Default.  The
occurrence of any of the following shall be a "Default":

    


    (a)           Tenant
fails to pay any Monthly Rental Installments or Additional Rent within five (5)
days after the same is due.

    


    (b)           Tenant
fails to perform or observe any other term, condition, covenant, or obligation
required under this Lease for a period of thirty (30) days after written notice
thereof from Landlord; provided, however, that if the nature of Tenant's Default
is such that more than thirty (30) days are reasonably required to cure, then
Tenant shall have such additional time to cure such Default as is reasonably
necessary under the circumstances in question, provided that Tenant commences
such curative efforts as soon as is reasonably practical within said thirty (30)
day period and thereafter diligently completes the required action within a
reasonable time (not to exceed thirty [30] additional days).


    
      
         


      

      
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    (c)           Tenant
shall vacate or abandon the Leased Premises, or fail to occupy the Leased
Premises or any substantial portion thereof for a period of thirty (30) days,
and same shall continue for five (5) days after written notice
thereof.

    


    (d)           Tenant
shall assign or sublet all or a portion of the Leased Premises in contravention
of the provisions of Article 11 of this
Lease.

    


    (e)           All
or substantially all of Tenant's assets in the Leased Premises or Tenant's
interest in this Lease are attached or levied under execution (and Tenant does
not discharge the same within sixty [60] days thereafter); a petition in
bankruptcy, insolvency or for reorganization or arrangement is filed by or
against Tenant (and Tenant fails to secure a stay or discharge thereof within
sixty [60] days thereafter); Tenant is insolvent and unable to pay its debts as
they become due; Tenant makes a general assignment for the benefit of creditors;
Tenant takes the benefit of any insolvency action or law; the appointment of a
receiver or trustee in bankruptcy for Tenant or its assets if such receivership
has not been vacated or set aside within thirty (30) days thereafter; or,
dissolution or other termination of Tenant's corporate charter if Tenant is a
corporation.

    


    In
addition to the Defaults described above, the parties agree that if Tenant
receives written notice of a violation of the performance of any (but not
necessarily the same) term or condition of this Lease three (3) or more times
during any twelve (12) month period, regardless of whether such violations are
ultimately cured, then such conduct shall, at Landlord's option, represent a
separate Default.

    


    Section
13.02.  Remedies.  Upon
the occurrence of any Default, Landlord shall have the following rights and
remedies, in addition to those stated elsewhere in this Lease and those allowed
by law or in equity, any one or more of which may be exercised without further
notice to Tenant:

    


    (a)           Landlord
may re-enter the Leased Premises and cure any Default of Tenant, and Tenant
shall reimburse Landlord as Additional Rent for any costs and expenses which
Landlord thereby incurs; and Landlord shall not be liable to Tenant for any loss
or damage which Tenant may sustain by reason of Landlord's action.

    


    (b)           Without
terminating this Lease, Landlord may terminate Tenant's right to possession of
the Leased Premises, and thereafter, neither Tenant nor any person claiming
under or through Tenant shall be entitled to possession of the Leased Premises,
Tenant shall immediately surrender the Leased Premises to Landlord, and Landlord
may re-enter the Leased Premises and dispossess Tenant and any other occupants
of the Leased Premises by any lawful means, and may remove their effects,
without prejudice to any other remedy that Landlord may have.  Upon
termination of possession, Landlord may (i) re-let all or any part thereof for a
term different from that which would otherwise have constituted the balance of
the Lease Term and for rent and on terms and conditions different from those
contained herein, whereupon Tenant shall be immediately obligated to pay to
Landlord an amount equal to the present value (discounted at the Prime Rate) of
the difference between the rent provided for herein and that provided for in any
lease covering a subsequent re-letting of the Leased Premises, for the period
which would otherwise have constituted the balance of the Lease Term (the
"Accelerated Rent Difference"), or (ii) without re-letting, declare to be
immediately due and payable the difference between the present value (discounted
at the Prime Rate) of all rent which would have been due under this Lease for
the balance of the Lease Term to be immediately due and payable as liquidated
damages (the "Accelerated Rent") and the fair market rental value of the
Premises for the same period of time (the “Fair Market Rental”), as determined
by an appraiser selected by Landlord, based upon recently completed comparable
lease transactions in the Building, the Park, and the leasing submarket (the ___
___ ____ ____submarket) in which Premises is located (such difference being
referred to as the “Accelerated Fair Market Difference”).  Upon
termination of possession, Tenant shall be obligated to pay to Landlord (A) the
Accelerated Rent Difference or the Accelerated Fair Market Difference, whichever
is applicable, (B) all loss or damage that Landlord may sustain by reason of
Tenant's Default ("Default Damages"), which shall include, without limitation,
expenses of preparing the Leased Premises for re-letting, demolition, repairs,
tenant finish improvements, brokers' commissions, and attorneys' fees, and (C)
all unpaid Minimum Rent and Additional Rent that accrued prior to the date of
termination of possession, plus any interest and late fees due hereunder (the
"Prior Obligations").


    
      
         


      

      
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    (c)           Landlord
may terminate this Lease and declare the Accelerated Rent Difference or the
Accelerated Fair Market Difference, whichever is applicable, to be immediately
due and payable, whereupon Tenant shall be obligated to pay to Landlord (i) the
Accelerated Rent Difference or the Accelerated Fair Market Difference, whichever
is applicable, (ii) all of Landlord's Default Damages, and (iii) all Prior
Obligations.  It is expressly agreed and understood that all of
Tenant's liabilities and obligations set forth in this subsection (c) shall
survive termination.

    


    (d)           Landlord
and Tenant acknowledge and agree that the payment of the Accelerated Rent
Difference or the Accelerated Fair Market Difference as set above shall not be
deemed a penalty or forfeiture, but merely shall constitute payment of
liquidated damages, it being understood that actual damages to Landlord are
extremely difficult, if not impossible, to ascertain.  Neither the
filing of a dispossessory proceeding nor an eviction of personalty in the Leased
Premises shall be deemed to terminate the Lease.

    


    (e)           Landlord
may sue for injunctive relief or to recover damages for any loss resulting from
the Default.

    


    Section
13.03.  Landlord's Default and
Tenant's Remedies.  Landlord shall be in default if it fails to
perform any term, condition, covenant, or obligation required under this Lease
for a period of thirty (30) days after written notice thereof from Tenant to
Landlord; provided, however, that if the term, condition, covenant, or
obligation to be performed by Landlord is such that it cannot reasonably be
performed within thirty (30) days, such default shall be deemed to have been
cured if Landlord commences such performance within said thirty-day period and
thereafter diligently undertakes to complete the same.  Upon the
occurrence of any such default, Tenant may sue for injunctive relief or to
recover damages for any loss directly resulting from the breach, but Tenant
shall not be entitled to terminate this Lease or withhold, offset or abate any
sums due hereunder.

    


    Section
13.04.  Limitation of Landlord's
Liability.  IF LANDLORD SHALL FAIL TO PERFORM ANY TERM,
CONDITION, COVENANT, OR OBLIGATION REQUIRED TO BE PERFORMED BY IT UNDER THIS
LEASE, AND IF TENANT SHALL, AS A CONSEQUENCE THEREOF, RECOVER A MONEY JUDGMENT
AGAINST LANDLORD, TENANT AGREES THAT IT SHALL LOOK SOLELY TO LANDLORD'S RIGHT,
TITLE, AND INTEREST IN AND TO THE BUILDING, AND NOT TO ANY OWNER, PARTNER,
MEMBER, OR MANAGER IN OR OF LANDLORD, FOR THE COLLECTION OF SUCH JUDGMENT; AND
TENANT FURTHER AGREES THAT NO OTHER ASSETS OF LANDLORD SHALL BE SUBJECT TO LEVY,
EXECUTION, OR OTHER PROCESS FOR THE SATISFACTION OF TENANT'S
JUDGMENT.


    
      
         


      

      
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    Section
13.05.  Nonwaiver of
Defaults.  Neither party's failure or delay in exercising any
of its rights or remedies or other provisions of this Lease shall constitute a
waiver thereof or affect its right thereafter to exercise or enforce such right
or remedy or other provision.  No waiver of any default shall be
deemed to be a waiver of any other default.  Landlord's receipt of
less than the full rent due shall not be construed to be other than a payment on
account of rent then due, nor shall any statement on Tenant's check or any
letter accompanying Tenant's check be deemed an accord and
satisfaction.  No act or omission by Landlord or its employees or
agents during the Lease Term shall be deemed an acceptance of a surrender of the
Leased Premises, and no agreement to accept such a surrender shall be valid
unless in writing and signed by Landlord.

    


    Section
13.06.  Attorneys'
Fees.  If either party defaults in the performance or
observance of any of the terms, conditions, covenants, or obligations contained
in this Lease and the non-defaulting party obtains a judgment against the
defaulting party, then the defaulting party agrees to reimburse the
non-defaulting party for reasonable attorneys' fees incurred in connection
therewith.  In addition, if a monetary Default shall occur and
Landlord engages outside counsel to exercise its remedies hereunder, and then
Tenant cures such monetary Default, Tenant shall pay to Landlord, on demand, all
expenses incurred by Landlord as a result thereof, including reasonable
attorneys' fees, court costs, and expenses.

    


    ARTICLE 14 – Intentionally
deleted.

    


    ARTICLE 15 - TENANT'S
RESPONSIBILITY REGARDING

    ENVIRONMENTAL LAWS AND
HAZARDOUS SUBSTANCES

    


    Section
15.01.  Environmental
Definitions.

    


    (a)           "Environmental
Laws" shall mean all present or future federal, state, and municipal laws,
ordinances, rules, and regulations applicable to the environmental and
ecological condition of the Leased Premises, and the rules and regulations of
the Federal Environmental Protection Agency and any other federal, state, or
municipal agency or governmental board or entity now or hereafter having
jurisdiction over the Leased Premises.

    


    (b)           "Hazardous
Substances" shall mean those substances included within the definitions of
"hazardous substances," "hazardous materials," "toxic substances," "solid
waste," or "infectious waste" under Environmental Laws and petroleum
products.

    


    Section
15.02.  Restrictions on
Tenant.  Tenant shall not cause or permit the use, generation,
release, manufacture, refining, production, processing, storage, or disposal of
any Hazardous Substances on, under or about the Leased Premises, or the
transportation to or from the Leased Premises of any Hazardous Substances,
except as necessary and appropriate for its Permitted Use in which case the use,
storage, or disposal of such Hazardous Substances shall be performed in
compliance with the Environmental Laws and the highest standards prevailing in
the industry.


    
      
         


      

      
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    Section
15.03.  Notices, Affidavits,
Etc.  Tenant shall immediately (a) notify Landlord of
(i) any actual or alleged violation by Tenant, its employees, agents,
representatives, customers, invitees, or contractors of any Environmental Laws
on, under, or about the Leased Premises, or (ii) the presence or suspected
presence of any Hazardous Substances on, under, or about the Leased Premises,
and (b) deliver to Landlord any notice received by Tenant relating to
(a)(i) and (a)(ii) above from any source.  Tenant shall execute
affidavits, representations, and the like within five (5) days of Landlord's
request therefor concerning Tenant's best knowledge and belief regarding the
presence of any Hazardous Substances on, under, or about the Leased
Premises.

    


    Section
15.04.  Tenant's
Indemnification.  Tenant shall indemnify Landlord and
Landlord's managing agent from any and all claims, losses, liabilities, costs,
expenses, and damages, including without limitation reasonable attorneys' fees,
costs of testing, and remediation costs, incurred by Landlord in connection with
any breach by Tenant of its obligations under this Article
15.  The covenants and obligations under this Article 15 shall
survive the expiration or earlier termination of this Lease.

    


    Section
15.05.  Existing
Conditions.  Notwithstanding anything contained in this Article 15 to the
contrary, Tenant shall not have any liability to Landlord under this Article 15 resulting
from any conditions existing, or events occurring, or any Hazardous Substances
existing or generated, at, in, on, under, or in connection with the Leased
Premises prior to the Commencement Date of this Lease (or any earlier access or
occupancy of the Leased Premises by, through, or under Tenant, including without
limitation access for construction purposes) except to the extent Tenant
exacerbates the same.

    


    ARTICLE 16 -
MISCELLANEOUS

    


    Section
16.01.  Benefit of Landlord and
Tenant.  This Lease shall inure to the benefit of and be
binding upon Landlord and Tenant and their respective successors and
assigns.

    


    Section
16.02.  Governing
Law.  This Lease shall be governed in accordance with the laws
of the State where the Building is located.

    


    Section
16.03.  Force
Majeure.  Landlord and Tenant (except with respect to the
payment of any monetary obligation) shall be excused for the period of any delay
in the performance of any non-monetary obligation hereunder when such delay is
occasioned by causes beyond its control, including but not limited to work
stoppages, boycotts, slowdowns, or strikes; shortages of materials, equipment,
labor, or energy; unusual weather conditions; or acts or omissions of
governmental or political bodies.

    


    Section
16.04.  Examination of
Lease.  Submission of this instrument by Landlord to Tenant for
examination or signature does not constitute an offer by Landlord to lease the
Leased Premises.  This Lease shall become effective, if at all, only
upon the execution by and delivery to both Landlord and
Tenant.  Execution and delivery of this Lease by Tenant to Landlord
constitutes an offer to lease the Leased Premises on the terms contained
herein.

    


    Section
16.05.  Indemnification for Leasing
Commissions.  The parties hereby represent and warrant that the
only real estate brokers involved in the negotiation and execution of this Lease
are the Brokers and that no other party is entitled, as a result of the actions
of the respective party, to a commission or other fee resulting from the
execution of this Lease.  Each party shall indemnify the other from
any and all liability for the breach of this representation and warranty on its
part and shall pay any compensation to any other broker or person who may be
entitled thereto.  Landlord shall pay any commissions due Brokers
based on this Lease pursuant to separate agreements between Landlord and
Brokers.


    
      
         


      

      
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    Section
16.06.  Notices.  Any
notice required or permitted to be given under this Lease or by law shall be
deemed to have been given if it is written and delivered in person or by
overnight courier or mailed by certified mail, postage prepaid, to the party who
is to receive such notice at the address specified in Section
1.01(k).  If sent by overnight courier, the notice shall be
deemed to have been given one (1) day after sending.  If mailed
postage prepaid, the notice shall be deemed to have been given on the date that
is three (3) business days following mailing.  Either party may change
its address by giving written notice thereof to the other party.

    


    Section
16.07.  Partial Invalidity; Complete
Agreement.  If any provision of this Lease shall be held to be
invalid, void or unenforceable, the remaining provisions shall remain in full
force and effect.  This Lease represents the entire agreement between
Landlord and Tenant covering everything agreed upon or understood in this
transaction.  There are no oral promises, conditions, representations,
understandings, interpretations or terms of any kind as conditions or
inducements to the execution hereof or in effect between the
parties.  No change or addition shall be made to this Lease except by
a written agreement executed by Landlord and Tenant.

    


    Section
16.08.  Financial
Information.  From time to time during the Lease Term, but not
more than twice per Operating Year, except in connection with prospective
purchasers or lenders, Tenant shall deliver to Landlord and Tenant shall cause
Guarantor to deliver to Landlord information and documentation describing and
concerning Tenant’s and Guarantor’s financial condition, and in form and
substance reasonably acceptable to Landlord, within ten (10) days following
Landlord’s written request therefor.  Upon Landlord’s request, Tenant
shall provide and Tenant shall cause Guarantor to provide to Landlord the most
currently available audited financial statement of Tenant and of Guarantor; and
if no such audited financial statement is available, then Tenant shall instead
deliver to Landlord and Tenant shall cause Guarantor to deliver to Landlord its
most currently available balance sheet and income
statement.  Furthermore, upon the delivery of any such financial
information from time to time during the Lease Term, Tenant and Guarantor each
shall be deemed to automatically represent and warrant to Landlord that the
financial information delivered to Landlord is true, accurate and complete, and
that there has been no adverse change in the financial condition of Tenant or
Guarantor, as the case may be, since the date of the then-applicable financial
information.  Notwithstanding the foregoing, for so long as Tenant is
a publicly traded company on a recognized stock exchange that prepares public
financial statements, Landlord waives the above requirement that Tenant provide
Landlord with financial statements.

    


    Section
16.09.  Waiver of Jury
Trial.  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 LEASED
PREMISES, OR ANY OTHER MATTER RELATED TO THIS LEASE OR THE LEASED
PREMISES.

    


    Section
16.10.  Representations and
Warranties.

    


    (a)           Tenant
hereby represents and warrants that (i) Tenant is duly organized, validly
existing and in good standing (if applicable) in accordance with the laws of the
State under which it was organized; (ii) Tenant is authorized to do business in
the State where the Building is located; and (iii) the individual(s) executing
and delivering this Lease on behalf of Tenant has been properly authorized to do
so, and such execution and delivery shall bind Tenant to its
terms.


    
      
         


      

      
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    (b)           Landlord
hereby represents and warrants that (i) Landlord is duly organized, validly
existing and in good standing (if applicable) in accordance with the laws of the
State under which it was organized; (ii) Landlord is authorized to do business
in the State where the Building is located; and (iii) the individual(s)
executing and delivering this Lease on behalf of Landlord has been properly
authorized to do so, and such execution and delivery shall bind Landlord to its
terms.

    


    Section
16.11.  Signage.  Tenant
may, at its own expense, erect a sign concerning the business of Tenant that
shall be in keeping with the decor and other signs on the Building and in the
Park.  All signage (including the signage described in the preceding
sentence) in or about the Leased Premises shall be first approved by Landlord
and shall be in compliance with the any codes and recorded restrictions
applicable to the sign or the Building.  The location, size and style
of all signs shall be approved by Landlord.  Tenant agrees to maintain
any sign in good state of repair, and upon expiration of the Lease Term, Tenant
agrees to promptly remove such signs and repair any damage to the Leased
Premises.

    


    Section
16.12.  Parking.  Tenant
shall be entitled to the non-exclusive use of the parking spaces designated for
the Building by Landlord.  Tenant agrees not to overburden the parking
facilities and agrees to cooperate with Landlord and other tenants in the use of
the parking facilities.  Landlord reserves the right in its absolute
discretion to determine whether parking facilities are becoming crowded and, in
such event, to allocate parking spaces between Tenant and other tenants,
provided that Tenant shall be entitled to the non-exclusive use of at least
thirty-six (36) parking spaces.  There will be no assigned parking
unless Landlord, in its sole discretion, deems such assigned parking
advisable.  No vehicle may be repaired or serviced in the parking area
and any vehicle brought into the parking area by Tenant, or any of Tenant's
employees, contractors or invitees, and deemed abandoned by Landlord will be
towed and all costs thereof shall be borne by the Tenant.  All
driveways, ingress and egress, and all parking spaces are for the joint use of
all tenants.  There shall be no parking permitted on any of the
streets or roadways located within the Park.  In addition, Tenant
agrees that its employees will not park in the spaces designated visitor
parking.

    


    Section
16.13.  Time.  Time
is of the essence of each term and provision of this Lease.

    


    Section
16.14.  Consent.  Where
the consent of a party is required, such consent will not be unreasonably
withheld.

    


    Section
16.15.  Usufruct.  Tenant's
interest in the Leased Premises is a usufruct, not subject to levy and sale, and
not assignable by Tenant except as expressly set forth herein.

    


    (SIGNATURES
CONTAINED ON FOLLOWING PAGE)


    
      
         


      

      
        -18-

        
          

        

      

      
         


      

    


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

    


    
      	 
      	
              LANDLORD:

               

              INVESTORS,
      LLC,

              a
      Delaware limited liability company

            


    

    


    [SIGNATURES
CONTINUED ON THE FOLLOWING PAGE]


    
      
         


      

      
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                                      TENANT:

                                    
	 
	
                                      SHARPS
      COMPLIANCE, INC., 

                                      a
      Texas corporation

                                    
	 
	
                                      By:

                                    	  
      
	 	 
	
                                      Name:

                                    	  
      
	 	 
      
	
                                      Title:

                                    	  
      


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        -20-

        
          

        

      

      
         


      

    

     

     

    
      
         

      

      
        
          Exhibit
G