ex1033.htm


    
      

      

    

    


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


                                                                                                     LEASE

                                                                                        (Multi-Tenant;
Net)

      McCarthy
Center

      


      


      


                                                                                                 BETWEEN

      


      


                                                                                  THE IRVINE
COMPANY

      


      


                                                                                                      AND

      


      


      CALIFORNIA
MICRO DEVICES CORPORATION

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


       

      



      
        
          
            701423328v1

          

           


        

        
          
          

          
            

          

        

        
           


        

      


                                                                                                  INDEX TO
LEASE

      


       

      
        	
                 
      

              	
                ARTICLE
      I.  BASIC LEASE PROVISIONS                                                                                                             

              


      

       

      
        	
                 
      

              	
                ARTICLE
      II.  PREMISES                                                                                                                   

              


      

      
        	
                SECTION
    2.1.

              	
                LEASED
      PREMISES

              	
                3

              


      

      
        	
                SECTION
    2.2.

              	
                ACCEPTANCE OF
      PREMISES

              	
                3

              


      

      
        	
                SECTION
    2.3.

              	
                BUILDING NAME AND
      ADDRESS

              	
                3

              


      

      
        	
                SECTION
    2.4.

              	
                RIGHT OF FIRST
      OFFER

              	
                3

              


      

       

      
        	
                 
      

              	
                ARTICLE
      III.  TERM

              


      

      
        	
                SECTION
    3.1.

              	
                GENERAL

              	
                4

              


      

      
        	
                SECTION
    3.2.

              	
                RIGHT TO EXTEND THIS
      LEASE

              	
                4

              


      

       

      
        	
                 
      

              	
                ARTICLE
      IV.  RENT AND OPERATING EXPENSES                                

              


      

      
        	
                SECTION
    4.1.

              	
                BASIC RENT

              	
                5

              


      

      
        	
                SECTION
    4.2.

              	
                OPERATING
      EXPENSES

              	
                5

              


      

      
        	
                SECTION
    4.3.

              	
                SECURITY
      DEPOSIT

              	
                7

              


      

       

      
        	
                 
      

              	
                ARTICLE
      V.  USES7

              


      

      
        	
                 
      

              	
                SECTION 5.1.             USE7

              


      

      
        	
                SECTION
    5.2.

              	
                SIGNS

              	
                8

              


      

      
        	
                SECTION
    5.3.

              	
                HAZARDOUS
      MATERIALS

              	
                8

              


      

       

      
        	
                 
      

              	
                ARTICLE
      VI.  COMMON AREAS; SERVICES                                                    

              


      

      
        	
                SECTION
    6.1.

              	
                UTILITIES AND
      SERVICES

              	
                10

              


      

      
        	
                 
      

              	
                SECTION 6.2.             OPERATION AND MAINTENANCE OF
      COMMON AREAS                                                                         10

              


      

      
        	
                SECTION
    6.3.

              	
                USE OF COMMON
      AREAS

              	
                10

              


      

      
        	
                SECTION
    6.4.

              	
                PARKING

              	
                10

              


      

      
        	
                SECTION
    6.5.

              	
                CHANGES AND ADDITIONS BY
      LANDLORD

              	
                10

              


      

       

      
        	
                 
      

              	
                ARTICLE
      VII.  MAINTAINING THE PREMISES                                            

              


      

      
        	
                SECTION
    7.1.

              	
                TENANT'S MAINTENANCE AND
      REPAIR

              	
                10

              


      

      
        	
                SECTION
    7.2.

              	
                LANDLORD'S MAINTENANCE AND
      REPAIR

              	
                11

              


      

      
        	
                SECTION
    7.3.

              	
                ALTERATIONS

              	
                11

              


      

      
        	
                SECTION
    7.4.

              	
                MECHANIC'S
      LIENS

              	
                12

              


      

      
        	
                SECTION
    7.5.

              	
                ENTRY AND
      INSPECTION

              	
                12

              


      

      
        	
                SECTION
    7.6.

              	
                SPACE PLANNING AND
      SUBSTITUTION

              	
                12

              


      

       

      
        	
                 
      

              	
                ARTICLE
      VIII.  TAXES AND ASSESSMENTS ON TENANT'S PROPERTY                    

              


      

       

      
        	
                 
      

              	
                ARTICLE
      IX.  ASSIGNMENT AND SUBLETTING                                    

              


      

      
        	
                SECTION
    9.1.

              	
                RIGHTS OF
      PARTIES

              	
                13

              


      

      
        	
                SECTION
    9.2.

              	
                EFFECT OF
      TRANSFER

              	
                14

              


      

      
        	
                SECTION
    9.3.

              	
                SUBLEASE
      REQUIREMENTS

              	
                14

              


      

      
        	
                SECTION
    9.4.

              	
                CERTAIN
      TRANSFERS

              	
                15

              


      

       

      
        	
                 
      

              	
                ARTICLE
      X.  INSURANCE AND INDEMNITY                                            

              


      

      
        	
                SECTION
    10.1.

              	
                TENANT'S
      INSURANCE

              	
                15

              


      

      
        	
                SECTION
    10.2.

              	
                LANDLORD'S
      INSURANCE

              	
                15

              


      

      
        	
                SECTION
    10.3.

              	
                TENANT'S
      INDEMNITY

              	
                15

              


      

      
        	
                SECTION
    10.4.

              	
                LANDLORD'S
      NONLIABILITY

              	
                16

              


      

      
        	
                SECTION
    10.5.

              	
                WAIVER OF
      SUBROGATION

              	
                16

              


      

       

      
        	
                 
      

              	
                ARTICLE
      XI.  DAMAGE OR
DESTRUCTION

              


      

      
        	
                SECTION
    11.1.

              	
                RESTORATION

              	
                16

              


      

      
        	
                SECTION
    11.2.

              	
                LEASE
    GOVERNS

              	
                17

              


      

       

      
        	
                 
      

              	
                ARTICLE
      XII.  EMINENT DOMAIN

              


      

      
        	
                SECTION
    12.1.

              	
                TOTAL OR PARTIAL
      TAKING

              	
                17

              


      

      
        	
                SECTION
    12.2.

              	
                TEMPORARY
      TAKING

              	
                18

              


      

      
        	
                SECTION
    12.3.

              	
                TAKING OF PARKING
      AREA

              	
                18

              


      

       

      
        	
                 
      

              	
                ARTICLE
      XIII.  SUBORDINATION; ESTOPPEL CERTIFICATE;
      FINANCIALS

              


      

      
        	
                SECTION
    13.1.

              	
                SUBORDINATION

              	
                18

              


      

      
        	
                SECTION
    13.2.

              	
                ESTOPPEL
      CERTIFICATE

              	
                18

              


      

      
        	
                SECTION
    13.3.

              	
                FINANCIALS

              	
                18

              


      

       

      
        	
                 
      

              	
                ARTICLE
      XIV.  EVENTS OF DEFAULT AND
REMEDIES

              


      

      
        	
                SECTION
    14.1.

              	
                TENANT'S
      DEFAULTS

              	
                19

              


      

      
        	
                SECTION
      14.2.

              	
                LANDLORD'S
      REMEDIES

              	
                20

              


      


      
        
          
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2005 

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                SECTION
    14.3.

              	
                LATE
    PAYMENTS

              	
                21

              


      

      
        	
                SECTION
    14.4.

              	
                RIGHT OF LANDLORD TO
      PERFORM

              	
                21

              


      

      
        	
                SECTION
    14.5.

              	
                DEFAULT BY
      LANDLORD

              	
                21

              


      

      
        	
                SECTION
    14.6.

              	
                EXPENSES AND LEGAL
      FEES

              	
                22

              


      

      
        	
                SECTION
    14.7.

              	
                WAIVER OF JURY
      TRIAL

              	
                22

              


      

      
        	
                SECTION
    14.8.

              	
                SATISFACTION OF
      JUDGMENT

              	
                22

              


      

      


      
        	
                 
      

              	
                 ARTICLE
      XV.  END OF
TERM

              


      

      
        	
                SECTION
    15.1.

              	
                HOLDING
    OVER

              	
                22

              


      

      
        	
                SECTION
    15.2.

              	
                MERGER ON
      TERMINATION

              	
                22

              


      

      
        	
                 
      

              	
                SECTION 15.3.           SURRENDER OF PREMISES; REMOVAL OF
      PROPERTY                                             
           22

              


      

       

      
        	
                 
      

              	
                ARTICLE
      XVI.  PAYMENTS AND
NOTICES

              


      

       

      
        	
                 
      

              	
                ARTICLE
      XVII.  RULES AND
REGULATIONS

              


      

       

      
        	
                 
      

              	
                ARTICLE
      XVIII.  BROKER'S
COMMISSION

              


      

       

      
        	
                 
      

              	
                ARTICLE
      XIX.  TRANSFER OF LANDLORD'S
INTEREST

              


      

       

      
        	
                 
      

              	
                ARTICLE
      XX.  INTERPRETATION

              


      

      
        	
                SECTION
    20.1.

              	
                GENDER AND
      NUMBER

              	
                24

              


      

      
        	
                SECTION
    20.2.

              	
                HEADINGS

              	
                24

              


      

      
        	
                SECTION
    20.3.

              	
                JOINT AND SEVERAL
      LIABILITY

              	
                24

              


      

      
        	
                SECTION
    20.4.

              	
                SUCCESSORS

              	
                24

              


      

      
        	
                SECTION
    20.5.

              	
                TIME OF
      ESSENCE

              	
                24

              


      

      
        	
                SECTION
    20.6.

              	
                CONTROLLING
      LAW/VENUE

              	
                24

              


      

      
        	
                SECTION
    20.7.

              	
                SEVERABILITY

              	
                24

              


      

      
        	
                SECTION
    20.8.

              	
                WAIVER AND CUMULATIVE
      REMEDIES

              	
                24

              


      

      
        	
                SECTION
    20.9.

              	
                INABILITY TO
      PERFORM

              	
                24

              


      

      
        	
                SECTION
    20.10.

              	
                ENTIRE
      AGREEMENT

              	
                24

              


      

      
        	
                SECTION
    20.11.

              	
                QUIET
      ENJOYMENT

              	
                25

              


      

      
        	
                SECTION
    20.12.

              	
                SURVIVAL

              	
                25

              


      

      
        	
                SECTION
    20.13.

              	
                INTERPRETATION

              	
                25

              


      

       

      
        	
                 
      

              	
                ARTICLE
      XXI.  EXECUTION AND
RECORDING

              


      

      
        	
                SECTION
    21.1.

              	
                COUNTERPARTS

              	
                25

              


      

      
        	
                 
      

              	
                SECTION 21.2.            CORPORATE, LIMITED LIABILITY
      COMPANY AND PARTNERSHIP AUTHORITY                                                                          
  

              


      

      
        	
                SECTION
    21.3.

              	
                EXECUTION OF LEASE; NO OPTION OR
      OFFER

              	
                25

              


      

      
        	
                SECTION
    21.4.

              	
                RECORDING

              	
                25

              


      

      
        	
                SECTION
    21.5.

              	
                AMENDMENTS

              	
                25

              


      

      
        	
                SECTION
    21.6.

              	
                EXECUTED
    COPY

              	
                25

              


      

      
        	
                SECTION
    21.7.

              	
                ATTACHMENTS

              	
                25

              


      

       

      
        	
                 
      

              	
                ARTICLE
      XXII.  MISCELLANEOUS

              


      

      
        	
                SECTION
    22.1.

              	
                NONDISCLOSURE OF LEASE
      TERMS

              	
                26

              


      

      
        	
                SECTION
    22.2.

              	
                GUARANTY

              	
                26

              


      

      
        	
                SECTION
    22.3.

              	
                CHANGES REQUESTED BY
      LENDER

              	
                26

              


      

      
        	
                SECTION
    22.4.

              	
                MORTGAGEE
      PROTECTION

              	
                26

              


      

      
        	
                SECTION
    22.5.

              	
                COVENANTS AND
      CONDITIONS

              	
                26

              


      

      
        	
                SECTION
    22.6.

              	
                SECURITY
      MEASURES

              	
                26

              


      

      
        	
                SECTION
    22.7.

              	
                MOVING
      ALLOWANCE

              	
                26

              


      

      


      


      


      EXHIBITS

        Exhibit
A                                Description
of Premises

        Exhibit
B                                Environmental
Questionnaire

        Exhibit
C                                Landlord's
Disclosures

        Exhibit
D                                Insurance
Requirements

        Exhibit
E                                Rules
and Regulations

        Exhibit
X                                Work
Letter

        Exhibit
Y                                Project
Site Plan


      
        
          
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2005 

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      LEASE

      (Multi-Tenant;
Net)

       

      THIS
LEASE is made as of the 13th day of
May, 2005, by and between THE IRVINE COMPANY, a Delaware corporation
hereafter called "Landlord," and CALIFORNIA
MICRO DEVICES CORPORATION, a California corporation, hereinafter called "Tenant."

       

      ARTICLE
I.  BASIC LEASE PROVISIONS

       

      Each
reference in this Lease to the "Basic Lease Provisions" shall
mean and refer to the following collective terms, the application of which shall
be governed by the provisions in the remaining Articles of this
Lease.

       

      
        	
                1.

              	
                Premises:  Suite
      No. 100 (the Premises are more particularly described in Section
      2.1).

              


      

       

      
        	 	
                Address
      of Building:  Effective on or about September 1, 2005, the
      address of the Building shall be

              


      

       

      
        	
                 
      

              	
                                                       490
      N. McCarthy Boulevard, Milpitas, CA

              


      

       

      
        	
                2.

              	
                Project
      Description (if
    applicable):  McCarthy Center

              


      

       

      
        	
                3.

              	
                Use
      of Premises:  Office, laboratory, research &
      development.

              


      

       

      
        	
                4.

              	
                Commencement
      Date:  September 1, 2005

              


      

       

      
        	
                5.

              	
                Expiration
      Date:   November 30,
2010

              


      

       

      
        	
                6.

              	
                Basic
      Rent: During the initial three (3) months of the Term of this Lease (and
      subject to the provisions of Section 14.2(d) of the Lease), Tenant shall
      not be obligated to pay Basic Rent.

              


      

       

      
        	 	
                Commencing
      December 1, 2005, the Basic Rent shall be Twenty-One Thousand Four Hundred
      Sixty-Six Dollars ($21,466.00) per month, based on $.80 per rentable
      square foot.

              


      

       

      
        	 	
                Commencing
      December 1, 2006, the Basic Rent shall be Twenty-Two Thousand Three
      Dollars ($22,003.00) per month, based on $.82 per rentable square
      foot.

              


      

       

      
        	 	
                Commencing
      December 1, 2007, the Basic Rent shall be Twenty-Two Thousand Eight
      Hundred Eight Dollars ($22,808.00) per month, based on $.85 per rentable
      square foot.

              


      

       

      
        	 	
                Commencing
      December 1, 2008, the Basic Rent shall be Twenty-Three Thousand Three
      Hundred Forty-Five Dollars ($23,345.00) per month, based on $.87 per
      rentable square foot.

              


      

       

      
        	 	
                Commencing
      December 1, 2009, the Basic Rent shall be Twenty-Four Thousand One Hundred
      Fifty Dollars ($24,150.00) per month, based on $.90 per rentable square
      foot.

              


      

       

      
        	
                7.

              	
                Guarantor(s):  None

              


      

       

      
        	
                8.

              	
                Floor
      Area:  Approximately 26,833 rentable square
  feet

              


      

       

      
        	
                9.

              	
                Security
      Deposit:  $24,150.00

              


      

       

      
        	
                10.

              	
                Broker(s):   CB
      Richard Ellis

              


      

       

      
        	
                11.

              	
                Additional
      Insureds:   McCarthy Center Partners LLC, a Delaware
      limited liability company

              


      

       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      



      
        
          
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2005 

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                12.

              	
                Address
      for Payments and Notices:

              


      

      
        	
                LANDLORD

              	
                TENANT

              
	
                 

                THE
      IRVINE COMPANY

                550
      Newport Center Drive

                Newport
      Beach, CA 92660

                Attn:  Senior
      Vice President, Operations

                Irvine
      Office Properties

                 

                with
      a copy of notices to:

                 

                THE
      IRVINE COMPANY

                550
      Newport Center Drive

                Newport
      Beach, CA 92660

                Attn:  Vice
      President, Operations

                Irvine
      Office Properties, Technology Portfolio

                 

              	
                CALIFORNIA
      MICRO DEVICES
      CORPORATION                                            490  N.
      McCarthy Boulevard, Suite
      100            Milpitas,
      CA  95035

              


      

       

      
        	
                13.

              	
                Tenant's
      Liability Insurance
  Requirement:  $2,000,000.00

              


      

       

      
        	
                14.

              	
                Vehicle
      Parking Spaces:   One Hundred Seven
  (107)

              


      


      
        
          
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2005 

            701423328v1


          

           


        

        
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      ARTICLE
II.  PREMISES

       

      SECTION
2.1.                                LEASED
PREMISES.  Landlord leases to Tenant and Tenant leases from
Landlord the premises shown in Exhibit A (the "Premises"), containing
approximately the rentable square footage set forth as the "Floor Area" in Item 8 of the Basic
Lease Provisions and known by the suite number identified in Item 1 of the Basic
Lease Provisions.  The Premises are located in the building identified
in Item 1 of the Basic Lease Provisions (the Premises together with such
building and the underlying real property, are called the "Building"), and is a portion
of the project identified in Item 2 of the Basic Lease Provisions and shown in
Exhibit Y, if
any (the "Project").  If the
Project is not already completed, Landlord makes no representation that the
Project, if any, as shown on Exhibit Y, (a) will be completed or that
it will be constructed as shown on Exhibit Y without change, or (b) to
the extent the Project is constructed, it will not be changed from the Project
as shown on Exhibit Y.  All references to "Floor Area" in this
Lease shall mean the rentable square footage set forth in Item 8 of the
Basic Lease Provisions.  The rentable square footage set forth in
Item 8 may include or have been adjusted by various factors, including,
without limitation, a load factor to allocate a proportionate share of any
vertical penetrations, stairwells, common lobby or common features or areas of
the Building.  Tenant agrees that the Floor Area set forth in Item 8
shall be binding on Landlord and Tenant for purposes of this Lease regardless of
whether any future or differing measurements of the Premises or the Building are
consistent or inconsistent with the Floor Area set forth in Item
8.  The Premises are a portion of certain real property which is
leased by Landlord pursuant to that certain Master Lease dated December 31, 2003
(the "Master Lease") by
and between McCarthy Center Partners LLC, a Delaware limited liability company
("Master Lessor"), as
"Landlord", and Landlord as "Tenant".  That certain Master Lease
(Short Form – Memorandum) was recorded on December 31, 2003 as Document No.
17553727 in the Official Records of Santa Clara County, California.

       

                 From
and after the Commencement Date, Landlord hereby grants to Tenant a
non-exclusive license to use the lobby of the Building as a receiving
area.  Landlord agrees that, so long as Landlord retains the existing
receptionist desk in the lobby area, Tenant shall be entitled to maintain a
telephone, a personal computer, a directory listing its personnel and their
extensions, and instructions to visitors advising them how to contact Tenant’s
personnel on said receptionist desk.  Landlord further agrees that in
the event that Landlord removes the existing receptionist desk from the lobby,
Tenant shall be permitted to install a small desk at the side of the lobby, and
Tenant shall be entitled to maintain the aforementioned telephone, personal
computer, directory and instructions on said desk.  In no event,
however, shall any employees or other personnel of Tenant be “officed” in the
lobby area.  Tenant agrees that it shall remove its existing signage
and literature rack from the lobby on or prior to August 31,
2005.  Tenant’s license of the lobby area shall be subject to each and
every obligation on Tenant’s part under the Lease (including, without
limitation, the obligations of Articles V, VII, VIII, IX, and X of the Lease),
but Tenant shall not be obligated to pay additional Basic Rent for the license
granted herein.  Landlord shall have no responsibility for the loss or
damage of any of Tenant’s equipment or property located in the lobby of the
Building.

       

      SECTION
2.2.                                ACCEPTANCE OF PREMISES. Tenant
acknowledges that neither Landlord nor any representative of Landlord has made
any representation or warranty with respect to the Premises, the Building or the
Project or their respective suitability or fitness for any purpose, including
without limitation any representations or warranties regarding the compliance of
Tenant’s use of the Premises with the applicable zoning or regarding any other
land use matters, and Tenant shall be solely responsible as to such
matters.  Further, neither Landlord nor any representative of Landlord
has made any representations or warranties regarding (i) what other tenants
or uses may be permitted or intended in the Building or the Project,
(ii) any exclusivity of use by Tenant with respect to its permitted use of
the Premises as set forth in Item 3 of the Basic Lease Provisions, or
(iii) any construction of portions of the Project not yet
completed.  Tenant further acknowledges that neither Landlord nor any
representative of Landlord has agreed to undertake any alterations or additions
or construct any improvements to the Premises, and that Tenant’s lease of the
Premises shall be on an “as is” basis.  As of the Commencement Date,
Tenant shall be conclusively deemed to have accepted the Premises and those
portions of the Building and Project in which Tenant has any rights under this
Lease, which acceptance shall mean that it is conclusively established that the
Premises and those portions of the Building and Project in which Tenant has any
rights under this Lease were in satisfactory condition and in conformity with
the provisions of this Lease.

       

      SECTION
2.3.                                BUILDING NAME AND ADDRESS.  Tenant
shall not utilize any name selected by Landlord from time to time for the
Building and/or the Project as any part of Tenant's corporate or trade
name.  Landlord shall have the right to change the name, address,
number or designation of the Building or Project without liability to
Tenant.  Notwithstanding the foregoing, Landlord shall reimburse
Tenant for all reasonable out-of-pocket expenses incurred by Tenant, including
without limitation, Tenant’s costs of obtaining new business cards, stationery
and informing Tenant’s customers and vendors of Tenant’s new address, not to
exceed Ten Thousand Dollars ($10,000.00) in the aggregate, resulting from any
changed name, number or designation of the Building or Project initiated by
Landlord.  Except to the extent reimbursed pursuant to Section 22.7
below, the foregoing reimbursement obligation, shall not apply to the change of
address of the Building to “490 N. McCarthy Boulevard,” which change of address
shall be effective on or about September 1, 2005.

      


      SECTION
2.4.                                RIGHT OF FIRST OFFER.   Provided
that Tenant is not in default of any provision of this Lease beyond any
applicable notice and cure periods, either at the time of
Tenant’s


      
        
          
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2005 

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      election
of its rights granted herein or the time of the commencement of Tenant’s lease
of any of the “First Right Space” pursuant hereto, and provided further that
Tenant is occupying the entire Premises and has not assigned or sublet any of
its interest in this Lease (except pursuant to a transfer for which Tenant is
not required to obtain Landlord’s consent), Landlord hereby grants Tenant a
one-time right ("First
Right") to lease for the remainder of the initial sixty-three (63) month
Term of this Lease the space on the second floor of the Building, and shown on
Exhibit A (the
"First Right Space"),
all in accordance with and subject to the provisions of this Section
2.4.  At any time after the date of this Lease, but prior to execution
of a new lease of the First Right Space, or any portion thereof, to any third
party, Landlord shall give Tenant written notice of the basic economic terms,
including but not limited to the Basic Rent, term, Operating Expenses, and
tenant improvement allowance, if any  (collectively, the "Economic Terms"), upon which
Landlord is willing to lease such particular First Right Space to Tenant or to a
third party; provided that the Economic Terms shall exclude brokerage
commissions and other Landlord payments that do not directly inure to the
tenant's benefit.  It is further understood and agreed that should
Landlord intend to lease other space in addition to the First Right Space as
part of a single transaction, then Landlord's notice shall so provide and all
such space shall collectively be subject to the following
provisions.  Within five (5) business days after receipt of Landlord's
notice, Tenant must give Landlord written notice pursuant to which Tenant shall
elect to (i) lease all, but not less than all, of the space specified in
Landlord's notice (the "Designated Space") upon such
Economic Terms and the same non-Economic Terms as set forth in this Lease; or
(ii) decline to so lease the Designated Space.  In the event that
Tenant does not so respond in writing to Landlord's notice within said period,
Tenant shall be deemed to have elected clause (ii) above.  Should
Tenant elect to lease the Designated Space pursuant to clause (i) above, then
Landlord shall promptly prepare and deliver to Tenant an amendment to this Lease
consistent with the foregoing, and Tenant shall execute and return same to
Landlord within ten (10) business days. Tenant's failure to timely return the
amendment shall entitle Landlord, at its election, to specifically enforce
Tenant's commitment to lease the Designated Space, to terminate Tenant=s
First Right hereunder and lease such space to any third party, and/or to pursue
any other available legal remedy.  Tenant=s
election (or deemed election) to decline to lease the Designated Space pursuant
to clause (ii) above, shall thereupon terminate Tenant=s
First Right and any further rights of Tenant and to the First Right
Space.  It is understood and agreed that Tenant's First Right shall be
subject to any extension or expansion rights granted by Landlord to (or agreed
to by and between Landlord and) Dialpad Communications, Inc. (“Dialpad”) and any
successors-in-interest to Dialpad under Landlord’s lease with Dialpad, and in no
event shall any such First Right Space be deemed available for leasing until
Dialpad shall have vacated the First Right Space.  Tenant's rights
under this Section 2.4 shall belong solely to California Micro Devices
Corporation, a California corporation and to any assignee to whom California
Micro Devices Corporation may transfer its interest under this Lease without
Landlord’s consent, and any attempted assignment or transfer of such rights
shall be void and of no force or effect.

       

      ARTICLE
III.  TERM

       

      SECTION
3.1.                                GENERAL.  The term
of this Lease (“Term”)
shall commence on the date set forth in Item 4 of the Basic Lease Provisions
(the “Commencement
Date”), and shall expire on the date set forth in Item 5 of the Basic
Lease Provisions (the “Expiration
Date”).

      SECTION
3.2.                                           RIGHT TO EXTEND THIS
LEASE.  Provided that Tenant is not in default of any provision
of this Lease beyond any applicable notice and cure periods, either at the time
of exercise of the extension right granted herein or at the time of the
commencement of such extension, and provided further that Tenant is occupying
the entire Premises and has not assigned or sublet any of its interest in this
Lease, then Tenant may extend the Term of this Lease for one (1) period of sixty
(60) months.  Tenant shall exercise its right to extend the Term by
and only by delivering to Landlord, not less than nine (9) months or more than
twelve (12) months prior to the expiration date of the Term, Tenant=s
irrevocable written notice of its commitment to extend (the ACommitment Notice@).  The
Basic Rent payable under the Lease during any extension of the Term shall be
determined as provided in the following provisions.

      


      If
Landlord and Tenant have not by then been able to agree upon the Basic Rent for
the extension of the Term, then within one hundred twenty (120) and ninety (90)
days prior to the expiration date of the Term, Landlord shall notify Tenant in
writing (“Landlord’s
Determination”) of the Basic Rent that would reflect ninety-five percent
(95%) of the prevailing market rental rate for a 60-month renewal of comparable
space in the Project (together with any increases thereof during the extension
period) as of the commencement of the extension period (the “95% FMR”).  Should
Tenant disagree with the Landlord=s
Determination, then Tenant shall, not later than twenty (20) days thereafter,
notify Landlord in writing of Tenant=s
determination of the 95% FMR (ATenant=s Determination@).   In
no event, however, shall Landlord's Determination or Tenant's Determination be
less than the Basic Rent payable by Tenant during the then-scheduled final month
of the initial Term.  Within ten (10) days following delivery of the
Tenant's Determination, the parties shall attempt to agree on an appraiser to
determine the 95% FMR.  If the parties are unable to agree in that
time, then each party shall designate an appraiser within ten (10) days
thereafter.  Should either party fail to so designate an appraiser
within that time, then the appraiser designated by the other party shall
determine the fair market rental.  Should each of the parties timely
designate an appraiser, then the two appraisers so designated shall appoint a
third appraiser who shall, acting alone, determine the 95% FMR for the
Premises.  Any appraiser designated hereunder shall have an MAI
certification with not less than five (5) years experience in the valuation of
commercial industrial buildings in the vicinity of the Project.

      


      Within
thirty (30) days following the selection of the appraiser and such
appraiser=s
receipt of the Landlord=s
Determination and the Tenant=s
Determination, the appraiser shall determine whether the
Landlord’s


      
        
          
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      Determination
or the Tenant’s Determination more accurately reflects the 95% FMR for the
applicable 60-month renewal of the Lease for the Premises, as reasonably
extrapolated to the commencement of the extension
period.  Accordingly, either the Landlord=s
Determination or the Tenant=s
Determination shall be selected by the appraiser as the 95% FMR for the
extension period.   In making such determination, the appraiser
shall consider rental comparables for the Project for similarly improved space
within the vicinity of the Project with appropriate adjustment for location and
quality of project, but the appraiser shall not attribute any factor for market
tenant improvement allowances or brokerage commissions in making its
determination of the 95% FMR.  At any time before the decision of the
appraiser is rendered, either party may, by written notice to the other party,
accept the rental terms submitted by the other party, in which event such terms
shall be deemed adopted as the agreed fair market rental.  The fees of
the appraiser designated by each of the parties shall be borne entirely by the
designating party, and the fees of the third appraiser shall be borne entirely
by the party whose determination of the fair market rental rate was not accepted
by said third appraiser.

      


      Within
twenty (20) days after the determination of the 95% FMR as provided in this
Section, Landlord shall prepare an appropriate amendment to this Lease for the
extension period, and Tenant shall execute and return same to Landlord within
ten (10) days after Tenant’s receipt of same.  Should the 95% FMR not
be established by the commencement of the extension period, then Tenant shall
continue paying rent at the rate in effect during the last month of the initial
Term, and a lump sum adjustment shall be made promptly upon the determination of
such new rental.

      


      If Tenant
fails to timely exercise the extension right granted herein within the time
period expressly set forth for exercise by Tenant in the initial paragraph of
this Section, Tenant's right to extend the Term shall be extinguished and the
Lease shall automatically terminate as of the expiration date of the Term,
without any extension and without any liability to Landlord.  Any
attempt to assign or transfer any right or interest created by this paragraph
shall be void from its inception.  Tenant shall have no other right to
extend the Term beyond the single sixty (60) month extension period created by
this paragraph.  Unless agreed to in a writing signed by Landlord and
Tenant, any extension of the Term, whether created by an amendment to this Lease
or by a holdover of the Premises by Tenant, or otherwise, shall be deemed a part
of, and not in addition to, any duly exercised extension period permitted by
this paragraph.

       

      ARTICLE
IV.  RENT AND OPERATING EXPENSES

       

      SECTION
4.1.                                BASIC RENT.  From and after
the Commencement Date, Tenant shall pay to Landlord without deduction or offset,
the rental amount for the Premises shown in Item 6 of the Basic Lease Provisions
(the "Basic Rent"),
including subsequent adjustments, if any.  Any rental adjustment to
Basic Rent shown in Item 6 shall be deemed to occur on the specified monthly
anniversary of the Commencement Date, whether or not the Commencement Date
occurs at the end of a calendar month.  The rent shall be due and
payable in advance commencing on the Commencement Date (as prorated for any
partial month) and continuing thereafter on the first day of each successive
calendar month of the Term.  No demand, notice or invoice shall be
required for the payment of Basic Rent.  An installment of rent in the
amount of one (1) full month's Basic Rent at the initial rate specified in Item
6 of the Basic Lease Provisions and one (1) month's estimated Tenant's Share of
Operating Expenses (as defined in Section 4.2) shall be delivered to
Landlord concurrently with Tenant's execution of this Lease and shall be applied
against the Basic Rent and Operating Expenses first due hereunder.

       

      SECTION
4.2.                                OPERATING
EXPENSES.

       

      (a)           From
and after Commencement Date, Tenant shall pay to Landlord, as additional rent,
Tenant's Share of all Operating Expenses, as defined in Section 4.2(f), incurred
by Landlord in the operation of the Building and the Project.  The
term "Tenant's Share"
means that portion of any Operating Expenses determined by multiplying the cost
of such item by a fraction, the numerator of which is the Floor Area and the
denominator of which is the total rentable square footage, as determined from
time to time by Landlord, of (i) the Building, for expenses determined by
Landlord to benefit or relate substantially to the Building rather than the
entire Project, (ii) all or some of the buildings in the Project, as determined
by Landlord, for expenses determined by Landlord to benefit or relate
substantially to all or some of the buildings in the Project rather than any
specific building or (iii) all or some of the buildings within the Project as
well as all or a portion of other property owned by Landlord and/or its
affiliates, for expenses which benefit or relate to such buildings within the
Project and such other real property.  Landlord and Tenant acknowledge
and agree that, as of the Commencement Date of this Lease (but subject to
adjustment thereafter as provided in the foregoing provisions), “Tenant Share”
of the expenses which benefit or relate substantially to the Building pursuant
to Subsection (i) above is fifty percent (50%), and “Tenant’s Share” of expenses
which benefit or relate substantially to all or some of the buildings in the
Project pursuant to Subsection (ii) above is eleven and forty-eight/one
hundredths percent (11.48%).  In the event that Landlord determines in
its sole and absolute discretion that any premises within the Building or any
building within the Project or any portion of a building or project within a
larger area incurs a non-proportional benefit from any expense, or is the
non-proportional cause of any such expense, Landlord may, allocate a greater
percentage of such Operating Expense to such premises, building or project, as
applicable.  The full amount of any management fee payable by Landlord
for the management of Tenant's Premises that is calculated as a percentage of
the rent payable by Tenant shall be paid in full by Tenant as additional
rent.

       

      (b)           Prior
to the start of each full Expense Recovery Period (as defined in this Section
4.2), Landlord shall give Tenant a written estimate of the amount of Tenant's
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      Expense
Recovery Period.  Failure to provide such estimate shall not relieve
Tenant from its obligation to pay Tenant's Share of Operating Expenses or
estimated amounts thereof, if and when Landlord provides such estimate or final
payment amount.  Tenant shall pay the estimated amounts to Landlord in
equal monthly installments, in advance concurrently with payments of Basic
Rent.  If Landlord has not furnished its written estimate for any
Expense Recovery Period by the time set forth above, Tenant shall continue to
pay monthly the estimated Tenant's Share of Operating Expenses in effect during
the prior Expense Recovery Period; provided that when the new estimate is
delivered to Tenant, Tenant shall, at the next monthly payment date, pay any
accrued estimated Tenant's Share of Operating Expenses based upon the new
estimate.  For purposes hereof, "Expense Recovery Period" shall
mean every twelve month period during the Term (or portion thereof for the first
and last lease years) commencing July 1 and ending June 30, provided
that Landlord shall have the right to change the date on which an Expense
Recovery Period commences in which event appropriate reasonable adjustments
shall be made to Tenant's Share of Operating Expenses so that the amount payable
by Tenant shall not materially vary as a result of such change.

       

      (c)           Within
one hundred twenty (120) days after the end of each Expense Recovery Period,
Landlord shall furnish to Tenant a statement showing in reasonable detail the
actual or prorated Tenant's Share of Operating Expenses incurred by Landlord
during the period, and the parties shall within thirty (30) days thereafter make
any payment or allowance necessary to adjust Tenant's estimated payments of
Tenant's Share of Operating Expenses, if any, to the actual Tenant's Share of
Operating Expenses as shown by the annual statement.  Any delay or
failure by Landlord in delivering any statement hereunder shall not constitute a
waiver of Landlord's right to require Tenant to pay Tenant's Share of Operating
Expenses pursuant hereto.  Any amount due Tenant shall be credited
against installments next coming due under this Section 4.2, and any deficiency
shall be paid by Tenant together with the next installment.  Should
Tenant fail to object in writing to Landlord's determination of Tenant's Share
of Operating Expenses within sixty (60) days following delivery of Landlord's
expense statement, Landlord's determination of Tenant's Share of Operating
Expenses for the applicable Expense Recovery Period shall be conclusive and
binding on the parties for all purposes and any future claims to the contrary
shall be barred.

       

      (d)           Even
though this Lease has terminated and the Tenant has vacated the Premises, when
the final determination is made of Tenant's Share of Operating Expenses for the
Expense Recovery Period in which this Lease terminates, Tenant shall within
thirty (30) days of written notice pay the entire increase over the estimated
Tenant's Share of Operating Expenses already paid.  Conversely, any
overpayment by Tenant shall be rebated by Landlord to Tenant not later than
thirty (30) days after such final determination.

       

      (e)           If,
at any time during any Expense Recovery Period, any one or more of the Operating
Expenses are increased to a rate(s) or amount(s) in excess of the rate(s) or
amount(s) used in calculating the estimated Tenant's Share of Operating Expenses
for the year, then the estimate of Tenant's Share of Operating Expenses may be
increased by written notice from Landlord for the month in which such rate(s) or
amount(s) becomes effective and for all succeeding months by an amount equal to
Tenant's Share of the increase.  If Landlord gives Tenant written
notice of the amount or estimated amount of the increase, the month in which the
increase will or has become effective, then Tenant shall pay the increase to
Landlord as a part of Tenant's monthly payments of the estimated Tenant's Share
of Operating Expenses as provided in Section 4.2(b), commencing with the
month following Tenant's receipt of Landlord's notice.  In addition,
Tenant shall pay upon written request any such increases which were incurred
prior to the Tenant commencing to pay such monthly increase.

       

      (f)           Subject
to the exclusions set forth in subsection (i) below, the term "Operating Expenses" shall mean
and include all Project Costs, as defined in subsection (g), and Property
Taxes, as defined in subsection (h).

       

      (g)           The
term "Project Costs"
shall include all expenses of operation, repair and maintenance of the Building
and the Project, including without limitation all appurtenant Common Areas (as
defined in Section 6.2), and shall include the following charges by way of
illustration but not limitation:  water and sewer charges; insurance
premiums and deductibles and/or reasonable premium and deductible equivalents
should Landlord elect to self-insure all or any portion of any risk that
Landlord is authorized to insure hereunder; license, permit, and inspection
fees; light; power; window washing; trash pickup; janitorial services to any
interior Common Areas; heating, ventilating and air conditioning; supplies;
materials; equipment; tools; the cost of any environmental, insurance, tax or
other consultant utilized by Landlord in connection with the Building and/or
Project; establishment of reasonable reserves for replacements and/or repairs;
costs incurred in connection with compliance with any laws or changes in laws
applicable to the Building or the Project; the cost of any capital investments
or replacements (other than tenant improvements for specific tenants) but only
to the extent of the amortized amount thereof over the useful life of such
capital investments or replacements calculated at a market cost of funds, all as
determined by Landlord, for each such year of useful life during the Term; costs
associated with the maintenance of an air conditioning, heating and ventilation
service agreement, and maintenance of an intrabuilding network cable service
agreement for any intrabuilding network cable telecommunications lines within
the Project, and any other installation, maintenance, repair and replacement
costs associated with such lines; capital costs associated with a requirement
related to demands on utilities by Project tenants, including without limitation
the cost to obtain additional phone connections; labor; reasonably allocated
wages and salaries, fringe benefits, and payroll taxes for administrative and
other personnel directly applicable to the Building and/or Project, including
both Landlord's personnel and outside personnel; any expense incurred pursuant
to Sections 6.1, 6.2, 6.4, 7.2, and 10.2; and a reasonable overhead/management
fee for the professional operation of the Project.  It is understood
and agreed that Project Costs may include competitive charges for direct
services (including, without limitation, management and/or operations services)
provided by any subsidiary, division or affiliate of Landlord.

       

      (h)           The
term "Property Taxes" as
used herein shall include any form of federal, state, county or local government
or municipal taxes, fees, charges or other impositions of every kind (whether
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      or
extraordinary) related to the ownership, leasing or operation of the Premises,
Building or Project, including without limitation, the following:  (i)
all real estate taxes or personal property taxes, as such property taxes may be
reassessed from time to time; and (ii) other taxes, charges and assessments
which are levied with respect to this Lease or to the Building and/or the
Project, and any improvements, fixtures and equipment and other property of
Landlord located in the Building and/or the Project, (iii) all assessments and
fees for public improvements, services, and facilities and impacts thereon,
including without limitation arising out of any Community Facilities Districts,
"Mello Roos" districts, similar assessment districts, and any traffic impact
mitigation assessments or fees; (iv) any tax, surcharge or assessment which
shall be levied in addition to or in lieu of real estate or personal property
taxes, other than taxes covered by Article VIII; and (v) taxes based on the
receipt of rent (including gross receipts or sales taxes applicable to the
receipt of rent), and (vi) costs and expenses incurred in contesting the amount
or validity of any Property Tax by appropriate proceedings.

       

      (i)           The
term “Operating
Expenses” shall specifically exclude the following: (i) all excess
profits taxes, franchise taxes, gift taxes, capital stock taxes, inheritance and
succession taxes, estate taxes, federal and state income taxes, and other taxes
to the extent applicable to Landlord’s general or net income (as opposed to
rents, receipts or income attributable to operations at the Building), (ii) the
cost of providing tenant improvements to, or other specific costs incurred for
the account of, separately billed to and paid by, other tenants of the Building
or Project, (iii) the initial construction cost of the Building, or debt service
on any mortgage or deed of trust recorded with respect to the Building, (iv)
sums (other than management fees) paid to subsidiaries or other affiliates of
Landlord for services on or to the Building or Project to the extent that the
costs of such services exceed the competitive cost for such services rendered by
persons or entities of similar skill, competence and experience, (v) and fines,
penalties or interest resulting from the breach by Landlord of its obligations
under this Lease, (vi) advertising and promotional expenditures, (vii)
Landlord’s charitable and political contributions, (viii) ground lease rental,
(ix) all costs of purchasing or leasing major sculptures, paintings or
other  major works or objects of art, (x) any expenses for which
Landlord has received actual reimbursement, (xi) costs incurred by Landlord in
connection with the correction of defects in design and original construction of
the Building or the Project, (xii) expenses for the replacement of any item
covered under warranty, unless Landlord has not received payment under such
warranty, or (xiii) fines or penalties incurred as a result of violation by
Landlord of any applicable laws or regulations.

       

      SECTION
4.3.                                SECURITY DEPOSIT.  Concurrently with
Tenant's delivery of this Lease, Tenant shall deposit with Landlord the sum, if
any, stated in Item 9 of the Basic Lease Provisions, to be held by Landlord as
security for the full and faithful performance of all of Tenant's obligations
under this Lease (the "Security
Deposit"). Landlord shall not be required to keep this Security Deposit
separate from its general funds, and Tenant shall not be entitled to interest on
the Security Deposit.  Subject to the last sentence of this Section,
the Security Deposit shall be understood and agreed to be the property of
Landlord upon Landlord's receipt thereof, and may be utilized by Landlord in its
sole and absolute discretion towards the payment of all expenses by Landlord for
which Tenant would be required to reimburse Landlord under this Lease, including
without limitation brokerage commissions and Tenant Improvement
costs.  Upon any Event of Default by Tenant (as defined in Section
14.1), Landlord may, in its sole and absolute discretion, retain, use or apply
the whole or any part of the Security Deposit to pay any sum which Tenant is
obligated to pay under this Lease, sums that Landlord may expend or be required
to expend by reason of the Event of Default by Tenant or any loss or damage that
Landlord may suffer by reason of the Event of Default or costs incurred by
Landlord in connection with the repair or restoration of the Premises pursuant
to Section 15.3 of this Lease upon expiration or earlier termination of this
Lease.  In no event shall Landlord be obligated to apply the Security
Deposit upon an Event of Default and Landlord's rights and remedies resulting
from an Event of Default, including without limitation, Tenant's failure to pay
Basic Rent, Tenant's Share of Operating Expenses or any other amount due to
Landlord pursuant to this Lease, shall not be diminished or altered in any
respect due to the fact that Landlord is holding the Security
Deposit.  If any portion of the Security Deposit is applied by
Landlord as permitted by this Section, Tenant shall within five (5) days after
written demand by Landlord deposit cash with Landlord in an amount sufficient to
restore the Security Deposit to its original amount. If Tenant fully performs
its obligations under this Lease, the Security Deposit shall be returned to
Tenant (or, at Landlord's option, to the last assignee of Tenant's interest in
this Lease) within thirty (30) days after the expiration of the Term, provided
that Tenant agrees that Landlord may retain the Security Deposit to the extent
and until such time as all amounts due from Tenant in accordance with this Lease
have been determined and paid in full and Tenant agrees that Tenant shall have
no claim against Landlord for Landlord's retaining such Security Deposit to the
extent provided in this Section.

       

      ARTICLE
V.  USES

       

      SECTION
5.1.                                USE.  Tenant shall use
the Premises only for the purposes stated in Item 3 of the Basic Lease
Provisions, all in accordance with applicable laws and restrictions and pursuant
to approvals to be obtained by Tenant from all relevant and required
governmental agencies and authorities.  The parties agree that any
contrary use shall be deemed to cause material and irreparable harm to Landlord
and shall entitle Landlord to injunctive relief in addition to any other
available remedy.  Tenant, at its expense, shall procure, maintain and
make available for Landlord's inspection throughout the Term, all governmental
approvals, licenses and permits required for the proper and lawful conduct of
Tenant's permitted use of the Premises.  Tenant shall not do or permit
anything to be done in or about the Premises which will in any way interfere
with the rights of other occupants of the Building or the Project, or use or
allow the Premises to be used for any unlawful purpose, nor shall Tenant permit
any nuisance or commit any waste in the Premises or the
Project.  Tenant shall not perform any work or conduct any business
whatsoever in the Project other than inside the Premises.  Tenant
shall not do or permit to be done anything which will invalidate or increase the
cost of any insurance policy(ies) covering the Building, the Project and/or
their contents, and shall comply with all applicable


      
        
          
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      insurance
underwriters rules.  Tenant shall comply at its expense with all
present and future laws, ordinances, restrictions, regulations, orders, rules
and requirements of all governmental authorities that pertain to Tenant or its
use of the Premises, including without limitation all federal and state
occupational health and safety requirements, whether or not Tenant's compliance
will necessitate expenditures or interfere with its use and enjoyment of the
Premises.  Tenant shall comply at its expense with all present and
future covenants, conditions, easements or restrictions now or hereafter
affecting or encumbering the Building and/or Project, and any amendments or
modifications thereto, including without limitation the payment by Tenant of any
periodic or special dues or assessments charged against the Premises or Tenant
which may be allocated to the Premises or Tenant in accordance with the
provisions thereof.  Tenant shall promptly upon demand reimburse
Landlord for any additional insurance premium charged by reason of Tenant's
failure to comply with the provisions of this Section, and shall indemnify
Landlord from any liability and/or expense resulting from Tenant's
noncompliance.

       

      SECTION
5.2.                                SIGNS.  Except as
approved in writing by Landlord, in its sole and absolute discretion, Tenant
shall have no right to maintain signs in any location in, on or about the
Premises, the Building or the Project and shall not place or erect any signs
that are visible from the exterior of the Building.  Notwithstanding
the foregoing, Landlord agrees and acknowledges that Tenant’s existing signage
located on the east side of the Building (the “Existing Signage”) is approved
by Landlord, and Tenant may continue to maintain Existing Signage during the
Term, as such may be extended.  The size, design, graphics, material,
style, color and other physical aspects of any permitted sign shall be subject
to Landlord's written determination, as determined solely by Landlord, prior to
installation, that signage is in compliance with any covenants, conditions or
restrictions encumbering the Premises and Landlord's signage program for the
Project, as in effect from time to time and approved by the City in which the
Premises are located ("Signage
Criteria").  Prior to placing or erecting any such signs,
Tenant shall obtain and deliver to Landlord a copy of any applicable municipal
or other governmental permits and approvals and comply with any applicable
insurance requirements for such signage.  Tenant shall be responsible
for the cost of any permitted sign, including the fabrication, installation,
maintenance and removal thereof and the cost of any permits
therefor.  If Tenant fails to maintain its sign in good condition, or
if Tenant fails to remove same upon termination of this Lease and repair and
restore any damage caused by the sign or its removal, Landlord may do so at
Tenant's expense.  Landlord shall have the right to temporarily remove
any signs in connection with any repairs or maintenance in or upon the
Building.  The term "sign" as used in this Section shall include all
signs, designs, monuments, displays, advertising materials, logos, banners,
projected images, pennants, decals, pictures, notices, lettering, numerals or
graphics.  Notwithstanding the foregoing, Landlord agrees and
acknowledges that it shall, during the Term, as such may be extended, continue
to maintain the existing monument sign located in front of the Building, which
monument sign includes Tenant’s signage.

       

      SECTION
5.3.                                HAZARDOUS
MATERIALS.

       

      (a)           For
purposes of this Lease, the term "Hazardous Materials" includes
(i) any "hazardous material" as defined in Section 25501(o) of the
California Health and Safety Code, (ii) hydrocarbons, polychlorinated biphenyls
or asbestos, (iii) any toxic or hazardous materials, substances, wastes or
materials as defined pursuant to any other applicable state, federal or local
law or regulation, and (iv) any other substance or matter which may result
in liability to any person or entity as a result of such person's possession,
use, release or distribution of such substance or matter under any statutory or
common law theory.

       

      (b)           Tenant
shall not cause or permit any Hazardous Materials to be brought upon, stored,
used, generated, released or disposed of on, under, from or about the Premises
(including without limitation the soil and groundwater thereunder) without the
prior written consent of Landlord, which consent may be given or withheld in
Landlord's sole and absolute discretion.  Notwithstanding the
foregoing, Tenant shall have the right, without obtaining prior written consent
of Landlord, to utilize within the Premises a reasonable quantity of standard
office products that may contain Hazardous Materials (such as photocopy toner,
"White Out", and the like), and reasonable quantity of laboratory products that
may contain Hazardous Materials (such as acetone, isopropyl alcohol, Propanol,
Amber clean, Alpha Flux, PC board etching solution, vacuum pump oil (ULVAC
SMR-100), provided however, that
(i) Tenant shall maintain such products in their original retail packaging,
shall follow all instructions on such packaging with respect to the storage, use
and disposal of such products, and shall otherwise comply with all applicable
laws with respect to such products, and (ii) all of the other terms and
provisions of this Section 5.3 shall apply with respect to Tenant's
storage, use and disposal of all such products.  Landlord may, in its
sole and absolute discretion, place such conditions as Landlord deems
appropriate with respect to Tenant's use of any such Hazardous Materials, and
may further require that Tenant demonstrate that any such Hazardous Materials
are necessary or useful to Tenant's business and will be generated, stored, used
and disposed of in a manner that complies with all applicable laws and
regulations pertaining thereto and with good business
practices.  Tenant understands that Landlord may utilize an
environmental consultant to assist in determining conditions of approval in
connection with the storage, generation, release, disposal or use of Hazardous
Materials by Tenant on or about the Premises, and/or to conduct periodic
inspections of the storage, generation, use, release and/or disposal of such
Hazardous Materials by Tenant on and from the Premises, and Tenant agrees that
any costs incurred by Landlord in connection therewith shall be reimbursed by
Tenant to Landlord as additional rent hereunder upon demand.

       

      (c)           Prior
to the execution of this Lease, Tenant shall complete, execute and deliver to
Landlord an Environmental Questionnaire and Disclosure Statement (the "Environmental Questionnaire")
in the form of Exhibit B
attached hereto.  The completed Environmental Questionnaire shall be
deemed incorporated into this Lease for all purposes, and Landlord shall be
entitled to rely fully on the information contained therein.  On each
anniversary of the Commencement Date until the expiration or sooner termination
of this Lease, Tenant shall disclose to Landlord in writing the names and
amounts of all Hazardous Materials which were stored,
generated,


      
        
          
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      used,
released and/or disposed of on, under or about the Premises for the twelve-month
period prior thereto, and which Tenant desires to store, generate, use, release
and/or dispose of on, under or about the Premises for the succeeding
twelve-month period.  In addition, to the extent Tenant is permitted
to utilize Hazardous Materials upon the Premises, Tenant shall promptly provide
Landlord with complete and legible copies of all the following environmental
documents relating thereto:  reports filed pursuant to any
self-reporting requirements; permit applications, permits, monitoring reports,
emergency response or action plans, workplace exposure and community exposure
warnings or notices and all other reports, disclosures, plans or documents (even
those which may be characterized as confidential) relating to water discharges,
air pollution, waste generation or disposal, and underground storage tanks for
Hazardous Materials; orders, reports, notices, listings and correspondence (even
those which may be considered confidential) of or concerning the release,
investigation of, compliance, cleanup, remedial and corrective actions, and
abatement of Hazardous Materials; and all complaints, pleadings and other legal
documents filed by or against Tenant related to Tenant's use, handling, storage,
release and/or disposal of Hazardous Materials.

       

      (d)           Landlord
and its agents shall have the right, but not the obligation, to inspect, sample
and/or monitor the Premises and/or the soil or groundwater thereunder at any
time to determine whether Tenant is complying with the terms of this
Section 5.3, and in connection therewith Tenant shall provide Landlord with
full access to all facilities, records and personnel related
thereto.  If Tenant is not in compliance with any of the provisions of
this Section 5.3, or in the event of a release of any Hazardous Material
on, under or about the Premises caused or permitted by Tenant, its agents,
employees, contractors, licensees or invitees, Landlord and its agents shall
have the right, but not the obligation, without limitation upon any of
Landlord's other rights and remedies under this Lease, to immediately enter upon
the Premises without notice and to discharge Tenant's obligations under this
Section 5.3 at Tenant's expense, including without limitation the taking of
emergency or long-term remedial action.  Landlord and its agents shall
endeavor to minimize interference with Tenant's business in connection
therewith, but shall not be liable for any such interference.  In
addition, Landlord, at Tenant's expense, shall have the right, but not the
obligation, to join and participate in any legal proceedings or actions
initiated in connection with any claims arising out of the storage, generation,
use, release and/or disposal by Tenant or its agents, employees, contractors,
licensees or invitees of Hazardous Materials on, under, from or about the
Premises.

       

      (e)           If
the presence of any Hazardous Materials on, under, from or about the Premises or
the Project caused or permitted by Tenant or its agents, employees, contractors,
licensees or invitees results in (i) injury to any person, (ii) injury
to or any contamination of the Premises or the Project, or (iii) injury to
or contamination of any real or personal property wherever situated, Tenant, at
its expense, shall promptly take all actions necessary to return the Premises
and the Project and any other affected real or personal property owned by
Landlord to the condition existing prior to the introduction of such Hazardous
Materials and to remedy or repair any such injury or contamination, including
without limitation, any cleanup, remediation, removal, disposal, neutralization
or other treatment of any such Hazardous Materials.  Notwithstanding
the foregoing, Tenant shall not, without Landlord's prior written consent, which
consent may be given or withheld in Landlord's sole and absolute discretion,
take any remedial action in response to the presence of any Hazardous Materials
on, from, under or about the Premises or the Project or any other affected real
or personal property owned by Landlord or enter into any similar agreement,
consent, decree or other compromise with any governmental agency with respect to
any Hazardous Materials claims; provided however, Landlord's prior written
consent shall not be necessary in the event that the presence of Hazardous
Materials on, under or about the Premises or the Project or any other affected
real or personal property owned by Landlord (i) imposes an immediate threat
to the health, safety or welfare of any individual and (ii) is of such a
nature that an immediate remedial response is necessary and it is not possible
to obtain Landlord's consent before taking such action.  To the
fullest extent permitted by law, Tenant shall indemnify, hold harmless, protect
and defend (with attorneys acceptable to Landlord) Landlord and Master Lessor,
and any successors to all or any portion of Landlord's and/or Master Lessor's
interest in the Premises and in the Project and in any other real or personal
property owned by Landlord or Master Lessor, from and against any and all
liabilities, losses, damages, diminution in value, judgments, fines, demands,
claims, recoveries, deficiencies, costs and expenses (including without
limitation attorneys' fees, court costs and other professional expenses),
whether foreseeable or unforeseeable, arising directly or indirectly out of the
use, generation, storage, treatment, release, on- or off-site disposal or
transportation of Hazardous Materials (A) on, into, from, under or about the
Premises during the Term regardless of the source of such Hazardous Materials
unless caused solely by Landlord or (B) on, into, from, under or about the
Premises, the Building or the Project and any other real or personal property
owned by Landlord or Master Lessor caused or permitted by Tenant, its agents,
employees, contractors, licensees or invitees.  Such indemnity
obligation shall specifically include, without limitation, the cost of any
required or necessary repair, restoration, cleanup or detoxification of the
Premises, the Building and the Project and any other real or personal property
owned by Landlord or Master Lessor, the preparation of any closure or other
required plans, whether or not such action is required or necessary during the
Term or after the expiration of this Lease and any loss of rental due to the
inability to lease the Premises or any portion of the Building or Project as a
result of such Hazardous Material or remediation thereof.  If it is at
any time discovered that Tenant or its agents, employees, contractors, licensees
or invitees may have caused or permitted the release of a Hazardous Material on,
under, from or about the Premises, the Building or the Project or any other real
or personal property owned by Landlord or Master Lessor, Tenant shall, at
Landlord's request, immediately prepare and submit to Landlord a comprehensive
plan, subject to Landlord's approval, specifying the actions to be taken by
Tenant to return the Premises, the Building or the Project or any other real or
personal property owned by Landlord or Master Lessor, to the condition existing
prior to the introduction of such Hazardous Materials.  Upon
Landlord's approval of such cleanup plan, Tenant shall, at its expense, and
without limitation of any rights and remedies of Landlord under this Lease or at
law or in equity, immediately implement such plan and proceed to cleanup such
Hazardous Materials in accordance with all applicable laws and as required by
such plan and this Lease.  The provisions of this Section 5.3(e) shall
expressly survive the expiration or sooner termination of this
Lease.


      
        
          
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      (f)           Landlord
hereby discloses to Tenant, and Tenant hereby acknowledges, certain facts
relating to Hazardous Materials at the Project known by Landlord to exist as of
the date of this Lease, as more particularly described in Exhibit C
attached hereto.  Tenant shall have no liability or responsibility
with respect to the Hazardous Materials facts described in Exhibit C, nor
with respect to any Hazardous Materials which Tenant proves were neither
released on the Premises during the Term nor caused or permitted by Tenant, its
agents, employees, contractors, licensees or
invitees.  Notwithstanding the preceding two sentences, Tenant agrees
to notify its agents, employees, contractors, licensees, and invitees of any
exposure or potential exposure to Hazardous Materials at the Premises that
Landlord brings to Tenant's attention.  Tenant hereby acknowledges
that this disclosure satisfies any obligation of Landlord to Tenant pursuant to
California Health & Safety Code Section 25359.7, or any amendment or
substitute thereto or any other disclosure obligations of Landlord.

       

      ARTICLE
VI.  COMMON AREAS; SERVICES

       

      SECTION
6.1.                                UTILITIES AND SERVICES.  Tenant shall be
responsible for and shall pay promptly, directly to the appropriate supplier,
all charges for water, gas, electricity, sewer, heat, light, power, telephone,
telecommunications service, refuse pickup, janitorial service, interior
landscape maintenance and all other utilities, materials and services furnished
directly to Tenant or the Premises or used by Tenant in, on or about the
Premises during the Term, together with any taxes thereon.  If any
utilities or services are not separately metered or assessed to Tenant, Landlord
shall make a reasonable determination of Tenant's proportionate share of the
cost of such utilities and services, and Tenant shall pay such amount to
Landlord, as an item of additional rent, within ten (10) days after receipt of
Landlord's statement or invoice therefor.  Alternatively, Landlord may
elect to include such cost in the definition of Project Costs in which event
Tenant shall pay Tenant's proportionate share of such costs in the manner set
forth in Section 4.2.  Tenant shall also pay to Landlord as an
item of additional rent, within ten (10) days after receipt of Landlord’s
statement or invoice therefor, a reasonable charge (which shall be in addition
to the electricity charge paid to the utility provider) for Tenant’s “after
hours” usage of each HVAC unit servicing the Premises.  If the HVAC
unit(s) servicing the Premises also serve other leased premises in the Building,
“after hours” shall mean usage of said unit(s) before or after the hours of 6:00
A.M. to 6:00 P.M. on Mondays through Fridays, and for more than four (4) hours
at any time during any weekend period (that is, from midnight on Friday through
midnight on Sunday), subject to reasonable adjustment of said hours by
Landlord.  If the HVAC unit(s) serve only the Premises, “after hours”
shall mean more than two hundred eighty-three (283) hours of usage during any
month during the Term.  “After hours” usage shall be determined based
upon the operation of the applicable HVAC unit during each of the foregoing
periods on a “non-cumulative” basis (that is, without regard to Tenant’s usage
or nonusage of other unit(s) serving the Premises, or of the applicable unit
during other periods of the Term).  Landlord shall not be liable for
damages or otherwise for any failure or interruption of any utility or other
service furnished to the Premises, and no such failure or interruption shall be
deemed an eviction or entitle Tenant to terminate this Lease or withhold or
abate any rent due hereunder.  Landlord shall at all reasonable times
have free access to the Building and, upon at least 24 hours prior written or
oral notice (except in emergencies when no notice shall be required), to the
Premises to install, maintain, repair, replace or remove all electrical and
mechanical installations of Landlord.  Tenant acknowledges that the
costs incurred by Landlord related to providing above-standard utilities to
Tenant, including, without limitation, telephone lines, may be charged to
Tenant.

       

      SECTION
6.2.                                OPERATION AND MAINTENANCE OF COMMON
AREAS.  During the Term,
Landlord shall operate all Common Areas within the Building and the
Project.  The term "Common Areas" shall mean all
areas within the exterior boundaries of the Building and other buildings in the
Project which are not held for exclusive use by persons entitled to occupy
space, and all other appurtenant areas and improvements within the Project
provided by Landlord for the common use of Landlord and tenants and their
respective employees and invitees, including without limitation parking areas
and structures, driveways, sidewalks, landscaped and planted areas, hallways and
interior stairwells not located within the premises of any tenant, common
electrical rooms and roof access entries, common entrances and lobbies,
elevators, and restrooms not located within the premises of any
tenant.

       

      SECTION
6.3.                                USE OF COMMON AREAS.  The occupancy by
Tenant of the Premises shall include the use of the Common Areas in common with
Landlord and with all others for whose convenience and use the Common Areas may
be provided by Landlord, subject, however, to compliance with all rules and
regulations as are prescribed from time to time by Landlord.  Landlord
shall operate and maintain the Common Areas in the manner Landlord may determine
to be appropriate.  All costs incurred by Landlord for the maintenance
and operation of the Common Areas shall be included in Project Costs except to
the extent any particular cost incurred is related to or associated with a
specific tenant and can be charged to such tenant of the
Project.  Landlord shall at all times during the Term have exclusive
control of the Common Areas, and may restrain or permit any use or occupancy,
except as authorized by Landlord's rules and regulations.  Tenant
shall keep the Common Areas clear of any obstruction or unauthorized use related
to Tenant's operations or use of Premises, including without limitation,
planters and furniture.  Nothing in this Lease shall be deemed to
impose liability upon Landlord for any damage to or loss of the property of, or
for any injury to, Tenant, its invitees or employees.  Landlord may
temporarily close any portion of the Common Areas for repairs, remodeling and/or
alterations, to prevent a public dedication or the accrual of prescriptive
rights, or for any other reason deemed sufficient by Landlord, without liability
to Landlord.

       

      


       

      SECTION
6.4.                                PARKING.  Tenant shall be
entitled to the number of vehicle parking spaces set forth in Item 14 of
the Basic Lease Provisions on those portions of the Common Areas designated by
Landlord for parking.  Such spaces shall be unreserved and unassigned,
except that Landlord shall designate and mark three (3) of such spaces near the
front-entry to the Premises as “visitor” for Tenant.  Tenant shall not
use more parking spaces than such number.  All parking spaces shall be
used only for parking of vehicles no larger than full size passenger
automobiles, sports utility vehicles or pickup trucks.  Tenant shall
not permit or allow any vehicles that belong to or are controlled by Tenant or
Tenant's employees, suppliers, shippers, customers or invitees to be loaded,
unloaded or parked in areas other than those designated by Landlord for such
activities.  If Tenant permits or allows any of the prohibited
activities described above, then Landlord shall have the right, without notice,
in addition to such other rights and remedies that Landlord may have, to remove
or tow away the vehicle involved and charge the costs to
Tenant.  Parking within the Common Areas shall be limited to striped
parking stalls, and no parking shall be permitted in any driveways, access ways
or in any area which would prohibit or impede the free flow of traffic within
the Common Areas.  There shall be no parking of any vehicles for
longer than a forty-eight (48) hour period unless otherwise authorized by
Landlord, and vehicles which have been abandoned or parked in violation of the
terms hereof may be towed away at the owner's expense.  Nothing
contained in this Lease shall be deemed to create liability upon Landlord for
any damage to motor vehicles of visitors or employees, for any loss of property
from within those motor vehicles, or for any injury to Tenant, its visitors or
employees, unless ultimately determined to be caused by the sole active
negligence or willful misconduct of Landlord.  Landlord shall have the
right to establish, and from time to time amend, and to enforce against all
users all reasonable rules and regulations (including the designation of areas
for employee parking) that Landlord may deem necessary and advisable for the
proper and efficient operation and maintenance of parking within the Common
Areas.  Landlord shall have the right to construct, maintain and
operate lighting facilities within the parking areas; to change the area, level,
location and arrangement of the parking areas and improvements therein; to
restrict parking by tenants, their officers, agents and employees to employee
parking areas; to enforce parking charges (by operation of meters or otherwise);
and to do and perform such other acts in and to the parking areas and
improvements therein as, in the use of good business judgment, Landlord shall
determine to be advisable.  Any person using the parking area shall
observe all directional signs and arrows and any posted speed
limits.  In no event shall Tenant interfere with the use and enjoyment
of the parking area by other tenants of the Project or their employees or
invitees.  Parking areas shall be used only for parking
vehicles.  Washing, waxing, cleaning or servicing of vehicles, or the
storage of vehicles for longer than 48-hours, is prohibited unless otherwise
authorized by Landlord.  Tenant shall be liable for any damage to the
parking areas caused by Tenant or Tenant's employees, suppliers, shippers,
customers or invitees, including without limitation damage from excess oil
leakage.  Tenant shall have no right to install any fixtures,
equipment or personal property in the parking areas.

       

      SECTION
6.5.                                CHANGES AND ADDITIONS BY LANDLORD.  Landlord reserves
the right to make alterations or additions to the Building or the Project, or to
the attendant fixtures, equipment and Common Areas.  Landlord may at
any time relocate or remove any of the various buildings, parking areas, and
other Common Areas, and may add buildings and areas to the Project from time to
time.  No change shall entitle Tenant to any abatement of rent or
other claim against Landlord, provided that the change does not deprive Tenant
of reasonable access to or use of the Premises.

       

      ARTICLE
VII.  MAINTAINING THE PREMISES

       

      SECTION
7.1.                                TENANT'S MAINTENANCE AND REPAIR.  Tenant at its
sole expense shall maintain and make all repairs and replacements necessary to
keep the Premises in the condition as existed on the Commencement Date (or on
any later date that the improvements may have been installed), excepting
ordinary wear and tear, including without limitation all interior glass, doors,
door closures, hardware, fixtures, electrical, plumbing, fire extinguisher
equipment and other equipment installed in the Premises and all Alterations
constructed by Tenant pursuant to Section 7.3 below.  Any damage or
deterioration of the Premises shall not be deemed ordinary wear and tear if the
same could have been prevented by good maintenance practices by
Tenant.  As part of its maintenance obligations hereunder, Tenant
shall, at Landlord's request, provide Landlord with copies of all maintenance
schedules, reports and notices prepared by, for or on behalf of
Tenant.  All repairs and replacements shall be at least equal in
quality to the original work, shall be made only by a licensed contractor
approved in writing in advance by Landlord and shall be made only at the time or
times approved by Landlord.  Any contractor utilized by Tenant shall
be subject to Landlord's standard requirements for contractors, as modified from
time to time.  Landlord may impose reasonable restrictions and
requirements with respect to repairs, as provided in Section 7.3, and the
provisions of Section 7.4 shall apply to all repairs.  Alternatively,
Landlord may elect to perform any repair and maintenance of the electrical and
mechanical systems and any air conditioning, ventilating or heating equipment
serving the Premises and include the cost thereof as part of Tenant's Share of
Operating Expenses.  If Tenant fails to properly maintain and/or
repair the Premises as herein provided following Landlord's notice and the
expiration of the applicable cure period (or earlier if Landlord determines that
such work must be performed prior to such time in order to avoid damage to the
Premises or Building or other detriment), then Landlord may elect, but shall
have no obligation, to perform any repair or maintenance required hereunder on
behalf of Tenant and at Tenant's expense, and Tenant shall reimburse Landlord
upon demand for all costs incurred upon submission of an
invoice.


      
        
          
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      SECTION
7.2.                                LANDLORD'S MAINTENANCE AND REPAIR.  Subject to
Section 7.1 and Article XI, Landlord shall provide service, maintenance and
repair with respect to any air conditioning, ventilating or heating equipment
which serves the Premises (exclusive, however, of supplemental HVAC equipment
serving only the Premises), and shall maintain in good repair the roof,
foundations, footings, the exterior surfaces of the exterior walls of the
Building (including exterior glass), and the structural, electrical and
mechanical systems, except that Tenant at its expense shall make all repairs
which Landlord deems reasonably necessary as a result of the act or negligence
of Tenant, its agents, employees, invitees, subtenants or
contractors.  Landlord shall have the right to employ or designate any
reputable person or firm, including any employee or agent of Landlord or any of
Landlord's affiliates or divisions, to perform any service, repair or
maintenance function.  Landlord need not make any other improvements
or repairs except as specifically required under this Lease, and nothing
contained in this Section shall limit Landlord's right to reimbursement from
Tenant for maintenance, repair costs and replacement costs as provided elsewhere
in this Lease.  Tenant understands that it shall not make repairs at
Landlord's expense or by rental offset.  Unless Landlord has actual
knowledge of the need for such repairs (including, without limitation, by way of
notice from another tenant of the Building of the need for such repairs, or by
way of report(s) from Landlord’s own employees, agents or contractors regarding
the need for such repairs), Landlord shall not be required to make any repairs
to the roof, foundations, footings, the exterior surfaces of the exterior walls
of the Building (excluding exterior glass), or structural, electrical or
mechanical systems, and Landlord shall have a reasonable period of time to
commence and complete said repair, if warranted.  All costs of any
maintenance, repairs and replacement on the part of Landlord provided hereunder
shall be considered part of Project Costs.

       

      SECTION
7.3.                                ALTERATIONS.  Except as
otherwise provided in this Section, Tenant shall make no alterations, additions,
fixtures or improvements ("Alterations") to the Premises or the
Building without the prior written consent of Landlord, which consent may be
granted or withheld in Landlord's sole and absolute discretion.  In
the event that any requested Alteration would result in a change from Landlord's
building standard materials and specifications for the Project ("Standard Improvements"),
Landlord may withhold consent to such Alteration in its sole and absolute
discretion.  In the event Landlord so consents to a change from the
Standard Improvements (such change being referred to as a "Non-Standard Improvement"),
Tenant shall be responsible for the cost of replacing such Non-Standard Improvement
with the applicable Standard Improvement ("Replacements") which
Replacements shall be completed prior to the Expiration Date or earlier
termination of this Lease.  Landlord shall not unreasonably withhold
its consent to any Alterations which cost less than One Dollar ($1.00) per
square foot of the improved portions of the Premises (excluding warehouse square
footage) and do not (i) affect the exterior of the Building or outside
areas (or be visible from adjoining sites), or (ii) affect or penetrate any
of the structural portions of the Building, including but not limited to the
roof, or (iii) require any change to the basic floor plan of the Premises
(including, without limitation, the adding of any additional “office” square
footage) or any change to any structural or mechanical systems of the Premises,
or (iv) fail to comply with any applicable governmental requirements or require
any governmental permit as a prerequisite to the construction thereof, or (v)
result in the Premises requiring building services beyond the level normally
provided to other tenants, or (vi) interfere in any manner with the proper
functioning of, or Landlord's access to, any mechanical, electrical, plumbing or
HVAC systems, facilities or equipment located in or serving the Building, or
(vii) diminish the value of the Premises including, without limitation,
using lesser quality materials than those existing in the Premises, or (viii)
alter or replace Standard Improvements.  Landlord may impose any
condition to its consent, including but not limited to a requirement that the
installation and/or removal of all Alterations and Replacements be covered by a
lien and completion bond satisfactory to Landlord in its sole and absolute
discretion and requirements as to the manner and time of performance of such
work.  Landlord shall in all events, whether or not Landlord's consent
is required, have the right to approve the contractor performing the
installation and removal of Alterations and Replacements and Tenant shall not
permit any contractor not approved by Landlord to perform any work on the
Premises or on the Building.  Tenant shall obtain all required permits
for the installation and removal of Alterations and Replacements and shall
perform the installation and removal of Alterations and Replacements in
compliance with all applicable laws, regulations and ordinances, including
without limitation the Americans with Disabilities Act, all covenants,
conditions and restrictions affecting the Project, and the Rules and Regulations
as described in Article XVII.  Tenant understands and agrees that
Landlord shall be entitled to a supervision fee in the amount of five percent
(5%) of the cost of such alterations either requiring a permit from the City of
Milpitas or affecting any mechanical, electrical, plumbing or HVAC systems,
facilities or equipment located in or servicing the Building.  Under
no circumstances shall Tenant make any Alterations or Replacements which
incorporate any Hazardous Materials, including without limitation
asbestos-containing construction materials into the Premises, the Building or
the Common Area.  If any governmental entity requires, as a condition
to any proposed Alterations by Tenant, that improvements be made to the Common
Areas, and if Landlord consents to such improvements to the Common Areas (which
consent may be withheld in the sole and absolute discretion of Landlord), then
Tenant shall, at Tenant's sole expense, make such required improvements to the
Common Areas in such manner, utilizing such materials, and with such
contractors, architects and engineers as Landlord may require in its sole and
absolute discretion.  Any request for Landlord's consent to any
proposed Alterations shall be made in writing and shall contain architectural
plans describing the work in detail reasonably satisfactory to
Landlord.  Landlord may elect to cause its architect to review
Tenant’s architectural plans, and the reasonable cost of that review shall be
reimbursed by Tenant.  Should the work proposed by Tenant and
consented to by Landlord modify the basic floor plan of the Premises, then
Tenant shall, at its expense, furnish Landlord with as-built drawings and CAD
disks compatible with Landlord’s systems and standards.  Unless
Landlord otherwise agrees in writing, all Alterations made or affixed to the
Premises, the Building or to the Common Area (excluding moveable trade fixtures
and furniture), including without limitation all Tenant Improvements constructed
pursuant to the Work Letter (except as otherwise provided in the Work Letter),
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      become
the property of Landlord and shall be surrendered with the Premises at the end
of the Term; except that Landlord may, as provided in the next succeeding
paragraph of this Section 7.3, require Tenant to remove by the Expiration Date
or sooner termination date of this Lease, and to repair any damage to the
Premises, the Building or the Common Area arising from that removal and restore
the Premises to their condition prior to making such
Alterations.  Notwithstanding the foregoing, Landlord acknowledges
that certain tenant improvements and alterations have been constructed at the
Premises prior to the Commencement Date (the “Pre-Existing Alterations”),
and Landlord agrees that Tenant shall have no obligation (i) to remove the
Pre-Existing Alterations, (ii) to repair any damage arising from the removal of
the Pre-Existing Alterations by Landlord, or (iii) to restore the Premises to
their condition prior to the installation of the Pre-Existing
Alterations.

       

      As of the
Expiration Date or earlier termination date of this Lease, Landlord shall have
the right to require Tenant to remove any Alterations made by Tenant to the
Premises and to replace same with the applicable Replacements, whether or not
Landlord’s consent was required.  Notwithstanding the foregoing, if at
the time of requesting Landlord’s consent to any such Alterations, Tenant shall
request in writing whether or not Landlord shall require such Alterations to be
removed and replaced as of the Expiration Date or earlier termination date of
this Lease, then Landlord’s right to require Tenant to remove and replace such
Alterations shall be exercised, if at all, at the time of Landlord’s consent
thereto.

       

      SECTION
7.4.                                MECHANIC'S LIENS.  Tenant shall keep
the Premises free from any liens arising out of any work performed, materials
furnished, or obligations incurred by or for Tenant.  Upon request by
Landlord, Tenant shall promptly (but in no event later than ten (10) business
days following such request) cause any such lien to be released by posting a
bond in accordance with California Civil Code Section 3143 or any successor
statute.  In the event that Tenant shall not, within thirty (30) days
following the imposition of any lien, cause the lien to be released of record by
payment or posting of a proper bond, Landlord shall have, in addition to all
other available remedies, the right to cause the lien to be released by any
means it deems proper, including payment of or defense against the claim giving
rise to the lien.  All expenses so incurred by Landlord, including
Landlord's attorneys' fees, and any consequential or other damages incurred by
Landlord arising out of such lien, shall be reimbursed by Tenant upon demand,
together with interest from the date of payment by Landlord at the maximum rate
permitted by law until paid.  Tenant shall give Landlord no less than
twenty (20) days' prior notice in writing before commencing construction of any
kind on the Premises or Common Area and shall again notify Landlord that
construction has commenced, such notice to be given on the actual date on which
construction commences, so that Landlord may post and maintain notices of
nonresponsibility on the Premises or Common Area, as applicable, which notices
Landlord shall have the right to post and which Tenant agrees it shall not
disturb.  Tenant shall also provide Landlord notice in writing within
ten (10) days following the date on which such work is substantially
completed.  The provisions of this Section shall expressly survive the
expiration or sooner termination of this Lease.

       

      SECTION
7.5.                                ENTRY AND INSPECTION.  Landlord shall at
all reasonable times, upon at least 24 hours prior written or oral notice
(except in emergencies, when no notice shall be required) have the right to
enter the Premises to inspect them, to supply services in accordance with this
Lease, to have access to install, repair, maintain, replace or remove all
electrical and mechanical installations of Landlord and to protect the interests
of Landlord in the Premises, and to submit the Premises to prospective or actual
purchasers or encumbrance holders (or, during the last one hundred and eighty
(180) days of the Term or when an uncured Tenant Event of Default exists, to
prospective tenants), all without being deemed to have caused an eviction of
Tenant and without abatement of rent except as provided elsewhere in this
Lease.  Landlord shall have the right, if desired, to retain a key
which unlocks all of the doors in the Premises, excluding Tenant's vaults and
safes, and Landlord shall have the right to use any and all means which Landlord
may deem proper to open the doors in an emergency in order to obtain entry to
the Premises, and any entry to the Premises obtained by Landlord shall not under
any circumstances be deemed to be a forcible or unlawful entry into, or a
detainer of, the Premises, or any eviction of Tenant from the
Premises.

       

      ARTICLE
VIII.  TAXES AND ASSESSMENTS ON TENANT'S PROPERTY

       

      Tenant
shall be liable for and shall pay, at least ten (10) days before delinquency,
all taxes and assessments levied against all personal property of Tenant located
in the Premises, and, if required by Landlord, against all Non Standard
Improvements to the Premises (as defined in Section 7.3) made by Landlord or
Tenant, and against any Alterations (as defined in Section 7.3) made to the
Premises or the Building by or on behalf of Tenant.  If requested by
Landlord, Tenant shall cause its personal property, Non-Standard
Improvements and
Alterations to be assessed and billed separately from the real property of which
the Premises form a part.  If any taxes required to be paid by Tenant
on Tenant's personal property, Non-Standard Improvements and/or Alterations are
levied against Landlord or Landlord's property and if Landlord pays the same, or
if the assessed value of Landlord's property is increased by the inclusion of a
value placed upon the personal property, Non-Standard Improvements and/or
Alterations and if Landlord pays the taxes based upon the increased assessment,
Landlord shall have the right to require that Tenant pay to Landlord the taxes
so levied against Landlord or the proportion of the taxes resulting from the
increase in the assessment.  In calculating what portion of any tax
bill which is assessed against Landlord separately, or Landlord and Tenant
jointly, is attributable to Tenant's Non-Standard Improvements, Alterations and
personal property, Landlord's reasonable determination shall be
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      ARTICLE
IX.  ASSIGNMENT AND SUBLETTING

       

      SECTION
9.1.                                RIGHTS
OF PARTIES.

       

      (a)           Notwithstanding
any provision of this Lease to the contrary, and except as to transfers
expressly permitted without Landlord's consent pursuant to Section 9.4, Tenant
will not, either voluntarily or by operation of law, assign, sublet, encumber,
or otherwise transfer all or any part of Tenant's interest in this Lease or the
Premises, or permit the Premises to be occupied by anyone other than Tenant,
without Landlord's prior written consent, which consent shall not unreasonably
be withheld in accordance with the provisions of Section 9.1(b).  No
assignment (whether voluntary, involuntary or by operation of law) and no
subletting shall be valid or effective without Landlord's prior written consent
and, at Landlord's election, any such assignment or subletting shall be void and
of no force and effect and any such attempted assignment or subletting shall
constitute an Event of Default of this Lease.  Landlord shall not be
deemed to have given its consent to any assignment or subletting by any course
of action, including its acceptance of any name for listing in the Building
directory, other than written consent.  To the extent not prohibited
by provisions of the Bankruptcy Code, 11 U.S.C. Section 101 et seq., (the "Bankruptcy Code"), including
Section 365(f)(1), Tenant on behalf of itself and its creditors, administrators
and assigns waives the applicability of Section 365(e) of the Bankruptcy Code
unless the proposed assignee of the Trustee for the estate of the bankrupt meets
Landlord's standard for consent as set forth in Section 9.1(b) of this
Lease.  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 to be delivered in connection with the assignment shall be
delivered to Landlord, shall be and remain the exclusive property of Landlord
and shall not constitute property of Tenant or of the estate of Tenant within
the meaning of the Bankruptcy Code.  Any person or entity to which
this Lease is assigned pursuant to the provisions of the Bankruptcy Code shall
be deemed to have assumed all of the obligations arising under this Lease on and
after the date of the assignment,  and shall upon demand execute and
deliver to Landlord an instrument confirming that assumption.

       

      (b)           If
Tenant desires to transfer an interest in this Lease or the Premises, it shall
first notify Landlord of its desire and shall submit in writing to
Landlord:  (i) the name and address of the proposed transferee; (ii)
the nature of any proposed transferee's business to be carried on in the
Premises; (iii) the terms and provisions of any proposed sublease, assignment or
other transfer, including a copy of the proposed assignment, sublease or
transfer form; (iv) evidence that the proposed assignee, subtenant or
transferee will comply with the requirements of Exhibit D
hereto; (v) a completed Environmental Questionnaire from the proposed
assignee, subtenant or transferee; (vi) any other information requested by
Landlord and reasonably related to the transfer and (vii) the fee described in
Section 9.1(e).  Except as provided in Section 9.1 (c), Landlord shall
not unreasonably withhold its consent, provided that the parties agree that it
shall be reasonable for Landlord to withhold its consent if:  (1) the
use of the Premises will not be consistent with the provisions of this Lease or
with Landlord's commitment to other tenants of the Building and Project; (2) the
proposed assignee or subtenant has been required by any prior landlord, lender
or governmental authority to take remedial action in connection with Hazardous
Materials contaminating a property arising out of the proposed assignee's or
subtenant's actions or use of the property in question or is subject to any
enforcement order issued by any governmental authority in connection with the
use, disposal or storage of a Hazardous Material; (3) insurance requirements of
the proposed assignee or subtenant may not be brought into conformity with
Landlord's then current leasing practice; (4) a proposed subtenant or assignee
has not demonstrated to the reasonable satisfaction of Landlord that it is
financially responsible or has failed to submit to Landlord all reasonable
information as requested by Landlord concerning the proposed subtenant or
assignee, including, but not limited to, a certified balance sheet of the
proposed subtenant or assignee as of a date within ninety (90) days of the
request for Landlord's consent, statements of income or profit and loss of the
proposed subtenant or assignee for the two-year period preceding the request for
Landlord's consent, and/or a certification signed by the proposed subtenant or
assignee that it has not been evicted or been in arrears in rent at any other
leased premises for the 3-year period preceding the request for Landlord's
consent; (5) any proposed subtenant or assignee has not demonstrated to
Landlord's reasonable satisfaction a record of successful experience in
business; (6) the proposed assignee or subtenant is an existing tenant of the
Building or Project or a prospect with whom Landlord is negotiating to become a
tenant at the Building or Project; or (7) the proposed transfer will impose
additional burdens or adverse tax effects on Landlord.  If Tenant has
any exterior sign rights under this Lease, such rights are personal to Tenant
and may not be assigned or transferred to any assignee of this Lease or
subtenant of the Premises without Landlord's prior written consent, which may be
withheld in Landlord's sole and absolute discretion.

       

      If
Landlord consents to the proposed transfer, Tenant may, within ninety (90) days
after the date of the consent, execute the agreement for assignment, sublease or
other transfer upon the terms described in the information furnished to
Landlord; provided that any material change in the terms shall be subject to
Landlord's consent as set forth in this Section 9.1.  Landlord shall
approve or disapprove any requested transfer within fifteen (15) business days
following receipt of Tenant's written request, the information set forth above,
and the fee set forth below.

       

      (c)           Notwithstanding
the provisions of Section 9.1(b) above, in lieu of consenting to a proposed
assignment or subletting, Landlord may elect, within the fifteen (15) business
day period permitted for Landlord to approve or disapprove a requested transfer,
to (i) sublease the Premises (or the portion proposed to be subleased), or take
an assignment of Tenant's interest in this Lease, upon substantially the same
terms as offered to the proposed subtenant or assignee (excluding terms relating
to the purchase of personal property, the use of Tenant's name or
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      continuation
of Tenant's business), or (ii) terminate this Lease as to the portion of the
Premises proposed to be subleased or assigned with a proportionate abatement in
the rent payable under this Lease, effective as of the effective date of the
proposed assignment or subletting, thirty (30) days' following written notice by
Landlord of its election to so sublease or terminate.  Landlord may
thereafter, at its option, assign, sublet or re-let any space so sublet,
obtained by assignment or obtained by termination to any third party, including
without limitation the proposed transferee of Tenant.

       

      (d)           In
the event that Landlord approves the requested assignment or subletting, Tenant
agrees that fifty percent (50%) of any amounts paid by the assignee or
subtenant, however described, in excess of (i) the Basic Rent payable by
Tenant hereunder, or in the case of a sublease of a portion of the Premises, in
excess of the Basic Rent reasonably allocable to such portion as determined by
Landlord, plus (ii) Tenant's direct out-of-pocket costs which Tenant
certifies to Landlord have been paid to provide occupancy related services to
such assignee or subtenant of a nature commonly provided by landlords of similar
space, shall be the property of Landlord and such amounts shall be payable
directly to Landlord by the assignee or subtenant or, at Landlord's option, by
Tenant within ten (10) days of Tenant's receipt thereof.  At
Landlord's request, a written agreement shall be entered into by and among
Tenant, Landlord and the proposed assignee or subtenant confirming the
requirements of this Section 9.1(d).

       

      (e)           Tenant
shall pay to Landlord a fee equal to the greater of (i) Landlord's actual costs
related to such assignment, subletting or other transfer or (ii) Five Hundred
Dollars ($500.00), to process any request by Tenant for an assignment,
subletting or other transfer under this Lease.  Tenant shall pay
Landlord the sum of Five Hundred Dollars ($500.00) concurrently with Tenant's
request for consent to any assignment, subletting or other transfer, and
Landlord shall have no obligation to consider such request unless accompanied by
such payment.  Tenant shall pay Landlord upon demand any costs in
excess of such payment to the extent Landlord's actual costs related to such
request exceeds $500.00.  Such fee is hereby acknowledged as a
reasonable amount to reimburse Landlord for its costs of review and evaluation
of a proposed transfer.

       

      SECTION
9.2.                                EFFECT OF TRANSFER.  No subletting or
assignment, even with the consent of Landlord, shall relieve Tenant of its
obligation to pay rent and to perform all its other obligations under this
Lease.  Except with respect to an assignee or subtenant who has
received an assignment of Tenant’s interest under the Lease or sublet the
Premises through Landlord, as subtenant or assignee of Tenant’s interest in the
Lease pursuant to Section 9.1( c) above, Tenant shall
indemnify and hold Landlord harmless, as provided in Section 10.3, for any act
or omission by an assignee or subtenant.  Each assignee, other than
Landlord, shall assume all obligations of Tenant under this Lease and shall be
liable jointly and severally with Tenant for the payment of all rent, and for
the due performance of all of Tenant's obligations, under this
Lease.  No assignment or subletting shall be effective or binding on
Landlord unless documentation in form and substance satisfactory to Landlord in
its reasonable discretion evidencing the transfer, and in the case of an
assignment, the assignee's assumption of the obligations of Tenant under this
Lease, is delivered to Landlord and both the assignee/subtenant and Tenant
deliver to Landlord an executed consent to transfer instrument prepared by
Landlord and consistent with the requirements of this Article.  The
acceptance by Landlord of any payment due under this Lease from any other person
shall not be deemed to be a waiver by Landlord of any provision of this Lease or
to be a consent to any transfer.  Consent by Landlord to one or more
transfers shall not operate as a waiver or estoppel to the future enforcement by
Landlord of its rights under this Lease or as a consent to any subsequent
transfer.

       

      SECTION
9.3.                                SUBLEASE REQUIREMENTS.  The following
terms and conditions shall apply to any subletting by Tenant of all or any part
of the Premises and shall be deemed included in each sublease:

       

      (a)           Each
and every provision contained in this Lease (other than with respect to the
payment of rent hereunder) is incorporated by reference into and made a part of
such sublease, with "Landlord" hereunder meaning
the sublandlord therein and "Tenant" hereunder meaning the
subtenant therein.

       

      (b)           Tenant
hereby irrevocably assigns to Landlord all of Tenant's interest in all rentals
and income arising from any sublease of the Premises, and Landlord may collect
such rent and income and apply same toward Tenant's obligations under this
Lease; provided, however, that until there is an Event of Default by Tenant,
Tenant shall have the right to receive and collect the sublease
rentals.  Landlord shall not, by reason of this assignment or the
collection of sublease rentals, be deemed liable to the subtenant for the
performance of any of Tenant's obligations under the sublease.  Tenant
hereby irrevocably authorizes and directs any subtenant, upon receipt of a
written notice from Landlord stating that an uncured Event of Default exists in
the performance of Tenant's obligations under this Lease, to pay to Landlord all
sums then and thereafter due under the sublease.  Tenant agrees that
the subtenant may rely on that notice without any duty of further inquiry and
notwithstanding any notice or claim by Tenant to the contrary.  Tenant
shall have no right or claim against the subtenant or Landlord for any rentals
so paid to Landlord.

       

      (c)           In
the event of the termination of this Lease for any reason, including without
limitation as the result of an Event of Default by Tenant or by the mutual
agreement of Landlord and Tenant, Landlord may, at its sole option, take over
Tenant's entire interest in any sublease and, upon notice from Landlord, the
subtenant shall attorn to Landlord.  In no event, however, shall
Landlord be liable for any previous act or omission by Tenant under the sublease
or for the return of any advance rental payments or deposits under the sublease
that have not been actually delivered to Landlord, nor shall Landlord be bound
by any sublease modification executed without Landlord's consent or for any
advance rental payment by the subtenant in excess of one month's
rent.  The general provisions of this Lease, including without
limitation those pertaining to insurance and indemnification, shall
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      deemed
incorporated by reference into the sublease despite the termination of this
Lease.  In the event Landlord does not elect to take over Tenant's
interest in a sublease in the event of any such termination of this Lease, such
sublease shall terminate concurrently with the termination of this Lease and
such subtenant shall have no further rights under such sublease and Landlord
shall have no obligations to such subtenant.

       

      SECTION
9.4.                                CERTAIN TRANSFERS.  The following
shall be deemed to constitute an assignment of this Lease; (a) the sale of
all or substantially all of Tenant's assets (other than bulk sales in the
ordinary course of business), (b) if Tenant is a corporation, an
unincorporated association, a limited liability company or a partnership, the
transfer, assignment or hypothecation of any stock or interest in such
corporation, association, limited liability company or partnership in the
aggregate of fifty percent (50%) (except for publicly traded shares of stock),
or (c) any other direct or indirect change of control of Tenant, including,
without limitation, change of control of Tenant's parent company or a merger by
Tenant or its parent company.  Notwithstanding the foregoing,
Landlord's consent shall not be required for the assignment of this Lease as a
result of a merger by Tenant with or into another entity or a reorganization of
Tenant, so long as (i) the net worth of the successor or reorganized entity
after such merger is at least equal to the greater of the net worth of Tenant as
of the execution of this Lease by Landlord or the net worth of Tenant
immediately prior to the date of such merger or reorganization, evidence of
which, satisfactory to Landlord, shall be presented to Landlord prior to such
merger or reorganization, (ii) Tenant shall provide to Landlord, prior to
such merger or reorganization, written notice of such merger or reorganization
and such assignment documentation and other information as Landlord may require
in connection therewith, and (iii) all of the other terms and requirements
Section 9.2 and 9.3 shall apply with respect to such
assignment.

       

      ARTICLE
X.  INSURANCE AND INDEMNITY

       

      SECTION
10.1.                                TENANT'S INSURANCE.  Tenant, at its
sole cost and expense, shall provide and maintain in effect the insurance
described in Exhibit
D.  Evidence of that insurance must be delivered to Landlord
prior to the Commencement Date.

       

      SECTION
10.2.                                LANDLORD'S INSURANCE.  Landlord may, at
its election, provide any or all of the following types of insurance, with or
without deductible and in amounts and coverages as may be determined by Landlord
in its sole and absolute discretion:  property insurance, subject to
standard exclusions, covering the Building and/or Project, and such other risks
as Landlord or its mortgagees may from time to time deem appropriate, including
coverage for the Tenant Improvements constructed by Landlord pursuant to the
Work Letter (if any) attached hereto, and commercial general liability
coverage.  Landlord shall not be required to carry insurance of any
kind on Tenant's Alterations or on Tenant's other property, including, without
limitation, Tenant’s trade fixtures, furnishings, equipment, signs and all other
items of personal property, and Landlord shall not be obligated to repair or
replace that property should damage occur.  All proceeds of insurance
maintained by Landlord upon the Building and/or Project shall be the property of
Landlord, whether or not Landlord is obligated to or elects to make any
repairs.  At Landlord's option, Landlord may self-insure all or any
portion of the risks for which Landlord elects to provide insurance
hereunder.

       

      SECTION
10.3.                                JOINT INDEMNITY.

       

      (a)           To
the fullest extent permitted by law, Tenant shall defend, indemnify, protect,
save and hold harmless Landlord, its agents, and affiliates of Landlord,
including, without limitation, any corporations or other entities controlling,
controlled by or under common control with Landlord, from and against any and
all claims, liabilities, costs or expenses arising either before or after the
Commencement Date from Tenant's use or occupancy of the Premises, the Building
or the Common Areas, including, without limitation, the use by Tenant, its
agents, employees, invitees or licensees of any recreational facilities within
the Common Areas, or from the conduct of its business, or from any activity,
work, or thing done, permitted or suffered by Tenant or its agents, employees,
invitees or licensees in or about the Premises, the Building or the Common
Areas, or from any Event of Default in the performance of any obligation on
Tenant's part to be performed under this Lease, or from any act or negligence of
Tenant or its agents, employees, visitors, patrons, guests, invitees or
licensees.  Landlord may, at its option, require Tenant to assume
Landlord's defense in any action covered by this Section 10.3(a) through counsel
reasonably satisfactory to Landlord.  The provisions of this Section
10.3(a) shall expressly survive the expiration or sooner termination of this
Lease.  Tenant's obligations under this Section shall not apply in the
event that the claim, liability, cost or expense is (i) caused by the active
negligence or willful misconduct of Landlord, or (ii) is covered by Landlord's
indemnity obligations set forth in Section 10.3(b) below.

       

      (b)           To
the fullest extent permitted by law, but subject to the express limitations on
liability contained in this Lease (including, without limitation, the provisions
of Sections 10.4, 10.5 and 14.8 of this Lease), Landlord shall defend,
indemnify, protect, save and hold harmless Tenant, its agents and any and all
affiliates of Tenant, including without limitation, any corporations, or other
entities controlling, controlled by or under common control with Tenant, from
and against any and all claims, liabilities, costs or expenses arising either
before or after the Commencement Date from the active negligence or willful
misconduct of Landlord, its employees or authorized agents in connection with
the operation, maintenance or repair of the Building or the
Project.  Tenant may, at its option, require Landlord to assume
Tenant's defense in actions covered by this Section 10.3(b) through counsel
reasonably satisfactory to Tenant.  The provisions of this Section
10.3(b) shall expressly survive the expiration or sooner termination of this
Lease.  Landlord's obligations under this Section 10.3(b) shall not
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      the
claim, liability, cost or expense is (i) caused by the active negligence or
willful misconduct of Tenant, or (ii) is covered by Tenant's indemnity
obligations set forth in Section 10.3(a) above.

       

      SECTION
10.4.                                LANDLORD'S NONLIABILITY.  Landlord and
Master Lessor shall not be liable to Tenant, its employees, agents and invitees,
and Tenant hereby waives all claims against Landlord and Master Lessor and
knowingly assumes the risk of for loss of or damage to any property, or loss or
interruption of business or income, or any other loss, cost, damage, injury or
liability whatsoever (including without limitation any consequential damages and
lost profit or opportunity costs) resulting from, but not limited to, Acts of
God, acts of civil disobedience or insurrection, acts or omissions of third
parties and/or of other tenants within the Project or their agents, employees,
contractors, guests or invitees, fire, explosion, falling plaster, steam, gas,
electricity, water or rain which may leak or flow from or into any part of the
Premises or from the breakage, leakage, obstruction or other defects of the
pipes, sprinklers, wires, appliances, plumbing, air conditioning, electrical
works, roof, windows or other fixtures in the Building, whether the damage or
injury results from conditions arising in the Premises or in other portions of
the Building.  It is understood that any such condition may require
the temporary evacuation or closure of all or a portion of the
Building.  Landlord and Master Lessor shall have no liability
(including without limitation consequential damages and lost profit or
opportunity costs) and, except as provided in Sections 11.1 and 12.1 below,
there shall be no abatement of rent, by reason of any injury to or interference
with Tenant's business arising from the making of any repairs, alterations or
improvements to any portion of the Building, including repairs to the Premises,
nor shall any related activity by Landlord or Master Lessor constitute an actual
or constructive eviction; provided, however, that in making repairs, alterations
or improvements, Landlord shall interfere as little as reasonably practicable
with the conduct of Tenant's business in the Premises.  Should Tenant
elect to receive any service or products from a concessionaire, licensee or
third party tenant of Landlord, Landlord shall have no liability for any
services or products so provided or for any breach of contract by such third
party provider.  Neither Landlord, Master Lessor nor their respective
agents shall be liable for interference with light or other similar intangible
interests.  Tenant shall immediately notify Landlord in case of fire
or accident in the Premises, the Building or the Project and of defects in any
improvements or equipment.

       

      SECTION
10.5.                                WAIVER OF SUBROGATION.  Landlord and
Tenant each hereby waives all rights of recovery against the other and the
other's agents on account of loss and damage occasioned to the property of such
waiving party to the extent that the waiving party is entitled to proceeds for
such loss or damage under any property insurance policies carried or required to
be carried by the provisions of this Lease; provided however, that the foregoing
waiver shall not apply to the extent of Tenant's obligations to pay deductibles
under any such policies and this Lease.  By this waiver it is the
intent of the parties that neither Landlord nor Tenant shall be liable to any
insurance company (by way of subrogation or otherwise) insuring the other party
for any loss or damage insured against under any property insurance policies
contemplated by this Lease, even though such loss or damage might be occasioned
by the negligence of such party, its agents, employees, contractors, guests or
invitees.

       

      ARTICLE
XI.  DAMAGE OR DESTRUCTION

       

      SECTION
11.1.                                RESTORATION.

       

      (a)           If
the Premises or the Building or a part thereof are materially damaged by any
fire, flood, earthquake or other casualty, Landlord shall have the right to
terminate this Lease upon written notice to Tenant if:  (i) Landlord
reasonably determines that proceeds necessary to pay the full cost of repair is
not available from Landlord's insurance, including without limitation earthquake
insurance, plus such additional amounts Tenant elects, at its option, to
contribute, excluding however the deductible (for which Tenant shall be
responsible for Tenant's Share); (ii) Landlord reasonably determines that
the Premises cannot, with reasonable diligence, be fully repaired by Landlord
(or cannot be safely repaired because of the presence of hazardous factors,
including without limitation Hazardous Materials, earthquake faults, and other
similar dangers) within two hundred seventy (270) days after the date of the
damage; or (iii) the material damage occurs during the final twelve (12) months
of the Term.  Landlord shall notify Tenant in writing ("Landlord's Notice") within
sixty (60) days after the damage occurs as to (A) whether Landlord is
terminating this Lease as a result of such material damage and (B) if Landlord
is not terminating this Lease, the number of days within which Landlord has
estimated that the Premises, with reasonable diligence, are likely to be fully
repaired.  In the event Landlord elects to terminate this Lease, this
Lease shall terminate as of the date specified for termination by Landlord's
Notice (which termination date shall in no event be later than sixty (60) days
following the date of the damage, or, if no such date is specified, such
termination shall be the date of Landlord's Notice).

       

      (b)           If
Landlord has the right to terminate this Lease pursuant to Section 11.1(a) and
does not elect to so terminate this Lease, and provided that at the time of
Landlord's Notice no monetary Event of Default under this Lease exists, then
within ten (10) days following delivery of Landlord's Notice pursuant to Section
11.1(a), Tenant may elect to terminate this Lease by written notice to Landlord,
but only if (i) Landlord's Notice specifies that Landlord has determined that
the Premises cannot be repaired, with reasonable diligence, within two hundred
seventy (270) days after the date of damage or (ii) the casualty has occurred
within the final twelve (12) months of the Term and such material damage has a
materially adverse impact on Tenant's continued use of the Premises or the
operation of its business at the Premises.  If Tenant fails to provide
such termination notice within such ten (10) day


      
        
          
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      period,
Tenant shall be deemed to have waived any termination right under this Section
1l.1(b) or any other applicable law.

       

      (c)           In
the event that neither Landlord nor Tenant terminates this Lease pursuant to
this Section 11.1 as a result of material damage to the Building or Premises
resulting from a casualty, Landlord shall repair all material damage to the
Premises or the Building as soon as reasonably possible and this Lease shall
continue in effect for the remainder of the Term.  Subject to any
provision to the contrary in the Work Letter, such repair by Landlord shall
include repair of material damage to the Tenant Improvements constructed
pursuant to the Work Letter, so long as insurance proceeds from insurance
required to be carried by Tenant are made available to
Landlord.  Landlord shall have the right, but not the obligation, to
repair or replace any other leasehold improvements made by Tenant or any
Alterations (as defined in Section 7.3) constructed by
Tenant.  If Landlord elects to repair or replace such leasehold
improvements and/or Alterations, all insurance proceeds available for such
repair or replacement shall be made available to Landlord.  Landlord
shall have no liability to Tenant in the event that the Premises or the Building
has not been fully repaired within the time period specified by Landlord in
Landlord's Notice to Tenant as described in Section
11.1(a).  Notwithstanding the foregoing, the repair of damage to the
Premises to the extent such damage is not material shall be governed by Sections
7.1 and 7.2.

       

      (d)           Commencing
on the date of such material damage to the Building, and ending on the sooner of
the date the damage is repaired or the date this Lease is terminated, the rental
to be paid under this Lease shall be abated in the same proportion that the
Floor Area of the Premises that is rendered unusable by the damage from time to
time bears to the total Floor Area of the Premises, as determined by Landlord,
provided that Tenant is then carrying the business interruption insurance
required of Tenant pursuant to Exhibit
D.

       

      (e)           Landlord
shall not be required to repair or replace any improvements or fixtures that
Tenant is obligated to repair or replace pursuant to Section 7.1 or any other
provision of this Lease and Tenant shall continue to be obligated to so repair
or replace any such improvements or fixtures, notwithstanding any provisions to
the contrary in this Article XI.  In addition, but subject to the
provisions of Section 10.5, in the event the damage or destruction to the
Premises or Building are due in substantial part to the fault or neglect of
Tenant or its employees, subtenants, invitees or representatives, then (i) and
such damage or destruction is uninsured, the costs of any such repairs or
replacement to the Premises or Building shall be borne by Tenant, or (ii) such
damage or destruction is insured, then the costs of any deductible carried by
Landlord under the applicable insurance policies shall be borne by Tenant, and
in addition, Tenant shall not be entitled to terminate this Lease as a result,
notwithstanding the provisions of Section 11.1(b).

       

      (f)           Tenant
shall fully cooperate with Landlord in removing Tenant's personal property and
any debris from the Premises to facilitate all inspections of the Premises and
the making of any repairs.  Notwithstanding anything to the contrary
contained in this Lease, if Landlord in good faith believes there is a risk of
injury to persons or damage to property from entry into the Building or Premises
following any damage or destruction thereto, Landlord may restrict entry into
the Building or the Premises by Tenant, its employees, agents and contractors in
a non-discriminatory manner, without being deemed to have violated Tenant's
rights of quiet enjoyment to, or made an unlawful detainer of, or evicted Tenant
from, the Premises.  Upon request, Landlord shall consult with Tenant
to determine if there are safe methods of entry into the Building or the
Premises solely in order to allow Tenant to retrieve files, data in computers,
and necessary inventory, subject however to all indemnities and waivers of
liability from Tenant to Landlord contained in this Lease and any additional
indemnities and waivers of liability which Landlord may require.

       

      SECTION
11.2.                                LEASE GOVERNS.  Tenant agrees
that the provisions of this Lease, including without limitation Section 11.1,
shall govern any damage or destruction and shall accordingly supersede any
contrary statute or rule of law.

       

      ARTICLE
XII.  EMINENT DOMAIN

       

      SECTION
12.1.                                TOTAL OR PARTIAL TAKING.  If all or a
material portion of the Premises, or such part of the Building or Premises such
that Tenant’s access to the Premises is materially impaired, is taken by any
lawful authority by exercise of the right of eminent domain, or sold to prevent
a taking, either Tenant or Landlord may terminate this Lease effective as of the
date possession is required to be surrendered to the authority.  In
the event title to a portion of the Building or Project, whether or not
including a portion of the Premises, is taken or sold in lieu of taking, and if
Landlord elects to restore the Building in such a way as to alter the Premises
materially, either party may terminate this Lease, by written notice to the
other party, effective on the date of vesting of title.  In the event
neither party has elected to terminate this Lease as provided above, then
Landlord shall promptly, after receipt of a sufficient condemnation award,
proceed to restore the Premises to substantially their condition prior to the
taking, and a proportionate allowance shall be made to Tenant for the rent
corresponding to the time during which, and to the part of the Premises of
which, Tenant is deprived on account of the taking and
restoration.  In the event of a taking, Landlord shall be entitled to
the entire amount of the condemnation award without deduction for any estate or
interest of Tenant; provided that nothing in this Section shall be deemed to
give Landlord any interest in, or prevent Tenant from seeking any award against
the taking authority for, the taking of personal property and fixtures belonging
to Tenant or for relocation or business interruption expenses recoverable from
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      SECTION
12.2.                                TEMPORARY TAKING.  No temporary
taking of the Premises shall terminate this Lease, and any award specifically
attributable to a temporary taking of the Premises shall belong entirely to
Tenant.  Tenant’s rent shall abate in proportion to the portion of the
Premises so taken.  A temporary taking shall be deemed to be a taking
of the use or occupancy of the Premises for a period of not to exceed thirty
(30) days.

       

      SECTION
12.3.                                TAKING OF PARKING AREA.  In the event
there shall be a taking of the parking area such that Landlord can no longer
provide sufficient parking to comply with this Lease, Landlord may substitute
reasonably equivalent parking in a location reasonably close to the Building;
provided that if Landlord fails to make that substitution within thirty (30)
days following the taking and if the taking materially impairs Tenant's use and
enjoyment of the Premises, Tenant may, at its option, terminate this Lease by
written notice to Landlord.  If this Lease is not so terminated by
Tenant, there shall be no abatement of rent and this Lease shall continue in
effect.

       

      ARTICLE
XIII.  SUBORDINATION; ESTOPPEL CERTIFICATE; FINANCIALS

       

      SECTION
13.1.                                SUBORDINATION.  This Lease shall
be subordinate to the Master Lease and to all renewals, modifications and
extensions thereof.  Further, at the option of Landlord or any lender
of Landlord's that obtains a security interest in the Building, this Lease shall
be either superior or subordinate to all ground or underlying leases, mortgages
and deeds of trust, if any, which may hereafter affect the Building, and to all
renewals, modifications, consolidations, replacements and extensions
thereof.  Notwithstanding the foregoing, so long as no Event of
Default exists under this Lease, Tenant's possession and quiet enjoyment of the
Premises shall not be disturbed and this Lease shall not terminate in the event
of termination of the Master Lessor or of any such ground or underlying lease,
or the foreclosure of any such mortgage or deed of trust, to which this Lease
has been subordinated pursuant to this Section.  Tenant shall execute
and deliver any subordination documents or agreements requested by Landlord,
Master Lessor or such lessor or lender which provide Tenant with the
non-disturbance protections set forth in this Section.  In the event
of a termination or foreclosure, Tenant shall become a tenant of and attorn to
the successor-in-interest to Landlord upon the same terms and conditions as are
contained in this Lease, and shall execute any instrument reasonably required by
Landlord's successor for that purpose.  Tenant shall also, upon
written request of Landlord, execute and deliver all instruments as may be
required from time to time to subordinate the rights of Tenant under this Lease
to any ground or underlying lease or to the lien of any mortgage or deed of
trust (provided that such instruments include the nondisturbance and attornment
provisions set forth above), or, if requested by Landlord, to subordinate, in
whole or in part, any ground or underlying lease or the lien of any mortgage or
deed of trust to this Lease.  Tenant agrees that any purchaser at a
foreclosure sale or lender taking title under a deed-in-lieu of foreclosure
shall not be responsible for any act or omission of a prior landlord, shall not
be subject to any offsets or defenses Tenant may have against a prior landlord,
and shall not be liable for the return of the security deposit to the extent it
is not actually received by such purchaser or bound by any rent paid for more
than the current month in which the foreclosure occurred.

       

      SECTION
13.2.                                ESTOPPEL
CERTIFICATE.

       

      (a)           Tenant
shall, at any time upon not less than ten (10) days prior written notice from
Landlord, execute, acknowledge and deliver to Landlord, in any form that
Landlord may reasonably require, a statement in writing (i) certifying that this
Lease is unmodified and in full force and effect (or, if modified, stating the
nature of the modification and certifying that this Lease, as modified, is in
full force and effect) and the dates to which the rental, additional rent and
other charges have been paid in advance, if any, and (ii) acknowledging that, to
Tenant's knowledge, there are no uncured defaults on the part of Landlord, or
specifying each default if any are claimed, and (iii) setting forth all further
information that Landlord or any purchaser or encumbrancer may reasonably
require.  Tenant's statement may be relied upon by any prospective
purchaser or encumbrancer of all or any portion of the Building or
Project.

       

      (b)           Notwithstanding
any other rights and remedies of Landlord, Tenant's failure to deliver any
estoppel statement within the provided time shall be conclusive upon Tenant that
(i) this Lease is in full force and effect, without modification except as may
be represented by Landlord, (ii) there are no uncured Events of Default in
Landlord's performance, and (iii) not more than one month's rental has been paid
in advance.

       

      SECTION
13.3.                                FINANCIALS.

       

      



      
        
          
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      (a)           Tenant
shall deliver to Landlord, prior to the execution of this Lease and thereafter
at any time upon Landlord's request (but not more frequently than once in any
calendar year during the Term), Tenant's current tax returns and financial
statements, certified true, accurate and complete by the chief financial officer
of Tenant, including a balance sheet and profit and loss statement for the most
recent prior year, or, in the event Tenant is a publicly traded corporation on a
nationally recognized stock exchange, Tenant's current financial reports filed
with the Securities and Exchange Commission (collectively, the "Statements"), which Statements
shall accurately and completely reflect the financial condition of
Tenant.  Landlord agrees that it will keep the Statements
confidential, except that Landlord shall have the right to deliver the same to
any proposed purchaser of the Building or Project, and to any encumbrancer of
all or any portion of the Building or Project.  Notwithstanding the
foregoing, so long as Tenant is a publicly-traded corporation whose stock is
traded on a nationally recognized exchange or on NASDAQ, the “Statements” shall
consist of Tenant’s most recently publicly disclosed financial
statements.

       

      (b)           Tenant
acknowledges that Landlord is relying on the Statements in its determination to
enter into this Lease, and Tenant represents to Landlord, which representation
shall be deemed made on the date of this Lease and again on the Commencement
Date, that no material change in the financial condition of Tenant, as reflected
in the Statements, has occurred since the date Tenant delivered the Statements
to Landlord.  The Statements are represented and warranted by Tenant
to be correct and to accurately and fully reflect Tenant's true financial
condition as of the date of submission by any Statements to
Landlord.

       

      ARTICLE
XIV.  EVENTS OF DEFAULT AND REMEDIES

       

      SECTION
14.1.                                TENANT'S DEFAULTS.  In addition to
any other breaches of this Lease which are defined as Events of Default in this
Lease, the occurrence of any one or more of the following events shall
constitute an Event of Default by Tenant:

       

      (a)           The
failure by Tenant to make any payment of Basic Rent or additional rent required
to be made by Tenant, as and when due, where the failure continues for a period
of three (3) days after written notice from Landlord to Tenant; provided,
however, that any such notice shall be in lieu of, and not in addition to, any
notice required under California Code of Civil Procedure Section 1161 and
1161(a) as amended.  For purposes of these Events of Default and
remedies provisions, the term "additional rent" shall be
deemed to include all amounts of any type whatsoever other than Basic Rent to be
paid by Tenant pursuant to the terms of this Lease.

       

      (b)           The
assignment, sublease, encumbrance or other transfer of this Lease by Tenant,
either voluntarily or by operation of law, whether by judgment, execution,
transfer by intestacy or testacy, or other means, without the prior written
consent of Landlord when consent is required by this Lease.

       

      (c)           The
discovery by Landlord that any financial statement provided by Tenant, or by any
affiliate, successor or guarantor of Tenant, was materially false.

       

      (d)           The
failure of Tenant to timely and fully provide any subordination agreement,
estoppel certificate or financial statements in accordance with the requirements
of Article XIII.

       

      (e)           The
abandonment of the Premises by Tenant.

       

      (f)           The
failure or inability by Tenant to observe or perform any of the express or
implied covenants or provisions of this Lease to be observed or performed by
Tenant, other than as specified in this Section 14.1, where the failure
continues for a period of thirty (30) days after written notice from Landlord to
Tenant or such shorter period as is specified in any other provision of this
Lease; provided, however, that any such notice shall be in lieu of, and not in
addition to, any notice required under California Code of Civil Procedure
Section 1161 and 1161(a) as amended. However, if the nature of the failure is
such that more than thirty (30) days are reasonably required for its cure, then
Tenant shall not be deemed to have committed an Event of Default if Tenant
commences the cure within thirty (30) days, and thereafter diligently pursues
the cure to completion.

       

      (g)           (i)
The making by Tenant of any general assignment for the benefit of creditors;
(ii) the filing by or against Tenant of a petition to have Tenant adjudged a
Chapter 7 debtor under the Bankruptcy Code or to have debts discharged or a
petition for reorganization or arrangement under any law relating to bankruptcy
(unless, in the case of a petition filed against Tenant, the same is dismissed
within thirty (30) days); (iii) the appointment of a trustee or receiver to take
possession of substantially all of Tenant's assets located at the Premises or of
Tenant's interest in this Lease, if possession is not restored to Tenant within
thirty (30) days; (iv) the attachment, execution or other judicial seizure of
substantially all of Tenant's assets located at the Premises or of Tenant's
interest in this Lease, where the seizure is not discharged within thirty (30)
days; (v) Tenant's convening of a meeting of its creditors for the purpose of
effecting a moratorium upon or composition of its debts or (vi) the failure of
Tenant to pay its material obligations to creditors as and when they become due
and payable, other than as a result of a good faith dispute by Tenant as to the
amount due to such creditors.  Landlord shall not be deemed to have
knowledge of any event described in this Section 14.1(g) unless notification in
writing is received by Landlord, nor shall there be any presumption attributable
to Landlord of Tenant's insolvency.  In the event that any provision
of this Section 14.1(g) is contrary to applicable law, the provision shall be of
no force or effect.


      
        
          
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      SECTION
14.2.                                LANDLORD'S
REMEDIES.

       

      (a)           If
an Event of Default by Tenant occurs, then in addition to any other remedies
available to Landlord, Landlord may exercise the following
remedies:

       

      (i)           Landlord
may terminate Tenant's right to possession of the Premises by any lawful means,
in which case this Lease shall terminate and Tenant shall immediately surrender
possession of the Premises to Landlord.  Such termination shall not
affect any accrued obligations of Tenant under this Lease.  Upon
termination, Landlord shall have the right to reenter the Premises and remove
all persons and property as required by law.  Landlord shall also be
entitled to recover from Tenant:

       

      (1)           The
worth at the time of award of the unpaid Basic Rent and additional rent which
had been earned at the time of termination;

       

      (2)           The
worth at the time of award of the amount by which the unpaid Basic Rent and
additional rent which would have been earned after termination until the time of
award exceeds the amount of such loss that Tenant proves could have been
reasonably avoided;

       

      (3)           The
worth at the time of award of the amount by which the unpaid Basic Rent and
additional rent for the balance of the Term after the time of award exceeds the
amount of such loss that Tenant proves could be reasonably avoided;

       

      (4)           Any
other amount necessary to compensate Landlord for all the detriment proximately
caused by Tenant's failure to perform its obligations under this Lease or which
in the ordinary course of things would be likely to result from Tenant's Event
of Default, including, but not limited to, the cost of recovering possession of
the Premises, refurbishment of the Premises, marketing costs, commissions and
other expenses of reletting, including necessary repair, the unamortized portion
of any tenant improvements and brokerage commissions funded by Landlord in
connection with this Lease, reasonable attorneys' fees, and any other reasonable
costs; and

       

      (5)           At
Landlord's election, all other amounts in addition to or in lieu of the
foregoing as may be permitted by law.  The term “rent” as used in the
Lease shall be deemed to mean the Basic Rent, Tenant’s Share of Operating
Expenses and any other sums required to be paid by Tenant to Landlord pursuant
to the terms of this Lease, including, without limitation, any sums that may be
owing from Tenant pursuant to Section 4.3 of this Lease.  Any sum,
other than Basic Rent, shall be computed on the basis of the average monthly
amount accruing during the twenty-four (24) month period immediately prior to
the Event of Default, except that if it becomes necessary to compute such rental
before the twenty-four (24) month period has occurred, then the computation
shall be on the basis of the average monthly amount during the shorter
period.  As used in Sections 14.2(a)(i) (1) and (2) above, the "worth
at the time of award" shall be computed by allowing interest at the rate of ten
percent (10%) per annum.  As used in Section 14.2(a)(i)(3) above, the
"worth at the time of award" shall be computed by discounting the amount at the
discount rate of the Federal Reserve Bank of San Francisco at the time of award
plus one percent (1%).

       

      (ii)           Landlord
may elect not to terminate Tenant's right to possession of the Premises, in
which event Landlord may continue to enforce all of its rights and remedies
under this Lease, including the right to collect all rent as it becomes
due.  Efforts by the Landlord to maintain, preserve or relet the
Premises, or the appointment of a receiver to protect the Landlord's interests
under this Lease, shall not constitute a termination of the Tenant's right to
possession of the Premises.  In the event that Landlord elects to
avail itself of the remedy provided by this Section 14.2(a)(ii), Landlord shall
not unreasonably withhold its consent to an assignment or subletting of the
Premises subject to the reasonable standards for Landlord's consent as are
contained in this Lease.

       

      (b)           The
various rights and remedies reserved to Landlord in this Lease or otherwise
shall be cumulative and, except as otherwise provided by California law,
Landlord may pursue any or all of its rights and remedies at the same
time.

       

      (c)           No
delay or omission of Landlord to exercise any right or remedy shall be construed
as a waiver of the right or remedy or of any breach or Event of Default by
Tenant.  The acceptance by Landlord of rent shall not be a (i) waiver
of any preceding breach or Event of Default by Tenant of any provision of this
Lease, other than the failure of Tenant to pay the particular rent accepted,
regardless of Landlord's knowledge of the preceding breach or Event of Default
at the time of acceptance of rent, or (ii) a waiver of Landlord's right to
exercise any remedy available to Landlord by virtue of the breach or Event of
Default.  The acceptance of any payment from a debtor in possession, a
trustee, a receiver or any other person acting on behalf of Tenant or Tenant's
estate shall not waive or cure a breach or Event of Default under Section
14.1.  No payment by Tenant or receipt by Landlord of a lesser amount
than the rent required by this Lease shall be deemed to be other than a partial
payment on account of the earliest due stipulated rent, nor shall any
endorsement or statement on any check or letter be deemed an accord and
satisfaction and Landlord shall accept the check or payment without prejudice to
Landlord's right to recover the balance of the rent or pursue any other remedy
available to it.  No act or thing done by Landlord or Landlord's
agents during the Term shall be deemed an acceptance of a surrender of the
Premises, and no agreement to accept a surrender shall be valid unless in
writing and signed by Landlord.  No employee of Landlord or of
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      shall
have any power to accept the keys to the Premises prior to the termination of
this Lease, and the delivery of the keys to any employee shall not operate as a
termination of this Lease or a surrender of the Premises.

       

      (d)           Any
agreement for free or abated rent or other charges, or for the giving or paying
by Landlord to or for Tenant of any cash or other bonus, inducement or
consideration for Tenant's entering into this Lease ("Inducement Provisions") shall
be deemed conditioned upon Tenant's full and faithful performance of the terms,
covenants and conditions of this Lease.  Upon an Event of Default
(beyond any applicable notice and cure periods) under this Lease by Tenant, any
such Inducement Provisions shall automatically be deemed deleted from this Lease
and of no further force or effect and the amount of any rent reduction or
abatement or other bonus or consideration already given by Landlord or received
by Tenant as an Inducement shall be immediately due and payable by Tenant to
Landlord.

       

      SECTION
14.3.                                LATE
PAYMENTS.

       

      (a)           Any
payment due to Landlord under this Lease, including without limitation Basic
Rent, Tenant's Share of Operating Expenses or any other payment due to Landlord
under this Lease, that is not received by Landlord within ten (10) days
following the date due shall bear interest at the maximum rate permitted by law
from the date due until fully paid.  The payment of interest shall not
cure any breach or Event of Default by Tenant under this Lease.  In
addition, Tenant acknowledges that the late payment by Tenant to Landlord of
Basic Rent and Tenant's Share of Operating Expenses will cause Landlord to incur
costs not contemplated by this Lease, the exact amount of which will be
extremely difficult and impracticable to ascertain.  Those costs may
include, but are not limited to, administrative, processing and accounting
charges, and late charges which may be imposed on Landlord by the terms of any
ground lease, mortgage or trust deed covering the
Premises.  Accordingly, if any Basic Rent or Tenant's Share of
Operating Expenses due from Tenant shall not be received by Landlord or
Landlord's designee within ten (10) days following the date due, then Tenant
shall pay to Landlord, in addition to the interest provided above, a late
charge, which the Tenant agrees is reasonable, in a sum equal to the greater of
five percent (5%) of the amount overdue or Two Hundred Fifty Dollars ($250.00)
for each delinquent payment.  Acceptance of a late charge by Landlord
shall not constitute a waiver of Tenant's breach or Event of Default with
respect to the overdue amount, nor shall it prevent Landlord from exercising any
of its other rights and remedies.

       

      (b)           Following
each second installment of Basic Rent and/or the payment of Tenant's Share of
Operating Expenses within any twelve (12) month period that is not paid within
ten (10) days following the date due, Landlord shall have the option to require
that beginning with the first payment of Basic Rent next due, Basic Rent and the
Tenant's Share of Operating Expenses shall no longer be paid in monthly
installments but shall be payable quarterly three (3) months in
advance.  Should Tenant deliver to Landlord, at any time during the
Term, two (2) or more insufficient checks, the Landlord may require that all
monies then and thereafter due from Tenant be paid to Landlord by cashier's
check.  If any check for any payment to Landlord hereunder is returned
by the bank for any reason, such payment shall not be deemed to have been
received by Landlord and Tenant shall be responsible for any applicable late
charge, interest payment and the charge to Landlord by its bank for such
returned check.  Nothing in this Section shall be construed to compel
Landlord to accept Basic Rent, Tenant's Share of Operating Expenses or any other
payment from Tenant if there exists an Event of Default unless such payment
fully cures any and all such Event of Default.  Any acceptance of any
such payment shall not be deemed to waive any other right of Landlord under this
Lease.  Any payment by Tenant to Landlord may be applied by Landlord,
in its sole and absolute discretion, in any order determined by Landlord to any
amounts then due to Landlord.

       

      SECTION
14.4.                                RIGHT OF LANDLORD TO
PERFORM.  All covenants and
agreements to be performed by Tenant under this Lease shall be performed at
Tenant's sole cost and expense and without any abatement of rent or right of
set-off.  If Tenant fails to pay any sum of money, other than rent
payable to Landlord, or fails to perform any other act on its part to be
performed under this Lease, and the failure continues beyond any applicable
grace period set forth in Section 14.1, then in addition to any other available
remedies, Landlord may, at its election make the payment or perform the other
act on Tenant's part and Tenant hereby grants Landlord the right to enter onto
the Premises in order to carry out such performance.  Landlord's
election to make the payment or perform the act on Tenant's part shall not give
rise to any responsibility of Landlord to continue making the same or similar
payments or performing the same or similar acts nor shall Landlord be
responsible to Tenant for any damage caused to Tenant as the result of such
performance by Landlord.  Tenant shall, promptly upon demand by
Landlord, reimburse Landlord for all sums paid by Landlord and all necessary
incidental costs, together with interest at the maximum rate permitted by law
from the date of the payment by Landlord.

       

      SECTION
14.5.                                DEFAULT BY LANDLORD.  Landlord shall
not be deemed to be in default in the performance of any obligation under this
Lease, and Tenant shall have no rights to take any action against Landlord,
unless and until Landlord has failed to perform the obligation within thirty
(30) days after written notice by Tenant to Landlord specifying in reasonable
detail the nature and extent of the failure; provided, however, that if the
nature of Landlord's obligation is such that more than thirty (30) days are
required for its performance, then Landlord shall not be deemed to be in default
if it commences performance within the thirty (30) day period and thereafter
diligently pursues the cure to completion.  In the event of Landlord's
default under this Lease, Tenant's sole remedies shall be to seek damages or
specific performance from Landlord, provided that any damages shall be limited
to Tenant's actual out-of-pocket expenses and shall in no event include any
consequential damages, lost profits or opportunity costs.


      
        
          
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      SECTION
14.6.                                EXPENSES AND LEGAL FEES.  All sums
reasonably incurred by Landlord in connection with any Event of Default by
Tenant under this Lease or holding over of possession by Tenant after the
expiration or earlier termination of this Lease, or any action related to a
filing for bankruptcy or reorganization by Tenant, including without limitation
all costs, expenses and actual accountants, appraisers, attorneys and other
professional fees, and any collection agency or other collection charges, shall
be due and payable to Landlord on demand, and shall bear interest at the rate of
ten percent (10%) per annum.  Should either Landlord or Tenant bring
any action in connection with this Lease, the prevailing party shall be entitled
to recover as a part of the action its reasonable attorneys' fees, and all other
costs.  The prevailing party for the purpose of this Section shall be
determined by the trier of the facts.

       

      SECTION
14.7.                                WAIVER OF JURY TRIAL.  LANDLORD AND TENANT EACH ACKNOWLEDGES THAT IT IS
AWARE OF AND HAS HAD THE ADVICE OF COUNSEL OF ITS
CHOICE WITH RESPECT TO ITS RIGHTS TO TRIAL BY JURY, AND EACH PARTY DOES HEREBY EXPRESSLY
AND KNOWINGLY WAIVE AND RELEASE ALL SUCH RIGHTS TO TRIAL BY JURY IN ANY
ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER PARTY HERETO AGAINST THE
OTHER (AND/OR AGAINST ITS OFFICERS, DIRECTORS,
EMPLOYEES, AGENTS, OR SUBSIDIARY OR AFFILIATED ENTITIES) ON ANY MATTERS
WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS LEASE, TENANT'S USE
OR OCCUPANCY OF THE PREMISES, AND/OR ANY CLAIM OF INJURY OR
DAMAGE. FURTHERMORE, THIS WAIVER AND RELEASE OF ALL RIGHTS TO A JURY TRIAL IS DEEMED TO
BE INDEPENDENT OF EACH AND EVERY OTHER PROVISION, COVENANT,
AND/OR CONDITION SET FORTH IN THIS LEASE.

       

      SECTION
14.8.                                SATISFACTION OF JUDGMENT.  The obligations
of Landlord do not constitute the personal obligations of the individual
partners, trustees, directors, officers or shareholders of Landlord or its
constituent partners.  Should Tenant recover a money judgment against
Landlord, such judgment shall be satisfied only from the interest of Landlord in
the Project and out of the rent or other income from such property receivable by
Landlord or out of consideration received by Landlord from the sale or other
disposition of all or any part of Landlord's right, title or interest in the
Project and no action for any deficiency may be sought or obtained by
Tenant.

       

      ARTICLE
XV.  END OF TERM

       

      SECTION
15.1.                                HOLDING OVER.  This Lease shall
terminate without further notice upon the expiration of the Term, and any
holding over by Tenant after the expiration shall not constitute a renewal or
extension of this Lease, or give Tenant any rights under this Lease, except when
in writing signed by both parties.  Any period of time following the
Expiration Date or earlier termination of this Lease required for Tenant to
remove its property or to place the Premises in the condition required pursuant
to Section 15.3 (or for Landlord to do so if Tenant fails to do so) shall
be deemed a holding over by Tenant.  If Tenant holds over for any
period after the Expiration Date (or earlier termination) of the Term without
the prior written consent of Landlord, such possession shall constitute a
tenancy at sufferance only and an Event of Default under this Lease; such
holding over with the prior written consent of Landlord shall constitute a
month-to-month tenancy commencing on the first (1st) day following the
termination of this Lease and terminating thirty (30) days following delivery of
written notice of termination by either Landlord or Tenant to the
other.  In either of such events, possession shall be subject to all
of the terms of this Lease, except that the monthly Basic Rent shall be one
hundred fifty percent (150%) of the greater of (a) the Basic Rent for the
month immediately preceding the date of termination or (b) the then currently
scheduled Basic Rent for comparable space in the Project.  The
acceptance by Landlord of monthly holdover rental in a lesser amount shall not
constitute a waiver of Landlord’s right to recover the full amount due for any
holdover by Tenant, unless otherwise agreed in writing by
Landlord.  If Tenant fails to surrender the Premises upon the
expiration of this Lease despite demand to do so by Landlord, Tenant shall
indemnify and hold Landlord harmless from all loss or liability, including
without limitation, any claims made by any succeeding tenant relating to such
failure to surrender.  The foregoing provisions of this Section are in
addition to and do not affect Landlord's right of re-entry or any other rights
of Landlord under this Lease or at law.

       

      SECTION
15.2.                                MERGER ON TERMINATION.  The voluntary or
other surrender of this Lease by Tenant, or a mutual termination of this Lease,
shall terminate any or all existing subleases unless Landlord, at its option,
elects in writing to treat the surrender or termination as an assignment to it
of any or all subleases affecting the Premises.

       

      SECTION
15.3.                                SURRENDER OF PREMISES; REMOVAL OF
PROPERTY.  Subject to the
provisions of 7.3 of this Lease, upon the Expiration Date or upon any earlier
termination of this Lease, Tenant shall quit and surrender possession of the
Premises to Landlord in as good order, condition and repair as when received or
as hereafter may be improved by Landlord or Tenant, reasonable wear and tear and
repairs which are Landlord's obligation excepted, and shall, without expense to
Landlord, remove or cause to be removed from the Premises all


      
        
          
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      personal
property and debris, except for any items that Landlord may by written
authorization allow to remain.  Tenant shall repair all damage to the
Premises resulting from the removal, which repair shall include the patching and
filling of holes and repair of structural damage, provided that Landlord may
instead elect to repair any structural damage at Tenant's expense.  If
Tenant shall fail to comply with the provisions of this Section, Landlord may
effect the removal and/or make any repairs, and the cost to Landlord shall be
additional rent payable by Tenant upon demand.  If Tenant fails to
remove Tenant's personal property from the Premises upon the expiration of the
Term, Landlord may remove, store, dispose of and/or retain such personal
property, at Landlord's option, in accordance with then applicable laws, all at
the expense of Tenant.  If requested by Landlord, Tenant shall
execute, acknowledge and deliver to Landlord an instrument in writing releasing
and quitclaiming to Landlord all right, title and interest of Tenant in the
Premises.

       

      ARTICLE
XVI.  PAYMENTS AND NOTICES

       

      All sums
payable by Tenant to Landlord shall be deemed to be rent under this Lease and
shall be paid, without deduction or offset, in lawful money of the United States
to Landlord at its address set forth in Item 12 of the Basic Lease Provisions,
or at any other place as Landlord may designate in writing.  Unless
this Lease expressly provides otherwise, as for example in the payment of Basic
Rent and the Tenant's Share of Operating Costs pursuant to Sections 4.1 and
4.2, all payments shall be due and payable within five (5) days after
demand.  All payments requiring proration shall be prorated on the
basis of a thirty (30) day month and a three hundred sixty (360) day
year.  Any notice, election, demand, consent, approval or other
communication to be given or other document to be delivered by either party to
the other may be delivered in person or by courier or overnight delivery service
to the other party, or may be deposited in the United States mail, duly
registered or certified, postage prepaid, return receipt requested, and
addressed to the other party at the address set forth in Item 12 of the Basic
Lease Provisions, or if to Tenant, at that address or, from and after the
Commencement Date, at the Premises (whether or not Tenant has departed from,
abandoned or vacated the Premises).  Either party may, by written
notice to the other, served in the manner provided in this Article, designate a
different address.  If any notice or other document is sent by mail,
it shall be deemed served or delivered seventy-two (72) hours after
mailing.  If more than one person or entity is named as Tenant under
this Lease, service of any notice upon any one of them shall be deemed as
service upon all of them.

       

      ARTICLE
XVII.  RULES AND REGULATIONS

       

      Tenant
agrees to observe faithfully and comply strictly with the Rules and Regulations,
attached as Exhibit E, and
any reasonable and nondiscriminatory amendments, modifications and/or additions
as may be adopted and published by written notice to tenants by Landlord for the
safety, care, security, good order, or cleanliness of the Premises, Building,
Project and Common Areas.  Landlord shall not be liable to Tenant for
any violation of the Rules and Regulations or the breach of any covenant or
condition in any lease by any other tenant or such tenant's agents, employees,
contractors, guests or invitees.  One or more waivers by Landlord of
any breach of the Rules and Regulations by Tenant or by any other tenant(s)
shall not be a waiver of any subsequent breach of that rule or any
other.  Tenant's failure to keep and observe the Rules and Regulations
shall constitute a breach of this Lease.  In the case of any conflict
between the Rules and Regulations and this Lease, this Lease shall be
controlling.

       

      ARTICLE
XVIII.  BROKER'S COMMISSION

       

      The
parties recognize as the broker(s) who negotiated this Lease the firm(s), if
any, whose name(s) is (are) stated in Item 10 of the Basic Lease Provisions, and
agree that Landlord shall be responsible for the payment of brokerage
commissions to those broker(s) unless otherwise provided in this
Lease.  Landlord and Tenant each warrant to the other that it has had
no dealings with any other real estate broker or agent in connection with the
negotiation of this Lease, and Landlord and Tenant each agree to indemnify and
hold the other party harmless from any cost, expense or liability (including
reasonable attorneys' fees) for any compensation, commissions or charges claimed
by any other real estate broker or agent employed or claiming to represent or to
have been employed by the indemnifying party in connection with the negotiation
of this Lease.  The foregoing agreement shall survive the termination
of this Lease.  If Tenant fails to take possession of the Premises
without cause or if this Lease otherwise terminates prior to the Expiration Date
as the result of failure of performance by Tenant, Landlord shall be entitled to
recover from Tenant the unamortized portion of any brokerage commission funded
by Landlord in addition to any other damages to which Landlord may be
entitled.

       

      ARTICLE
XIX.  TRANSFER OF LANDLORD'S INTEREST

       

      In the
event of any transfer of Landlord's interest in the Premises, the transferor
shall be automatically relieved of all further obligations on the part of
Landlord, and the transferor shall be relieved of any obligation to pay any
funds in which Tenant has an interest to the extent that such funds have been
turned over, subject to that interest, to the transferee and Tenant is notified
of the transfer as required by law.  No beneficiary of a deed of trust
to which this Lease is or may be subordinate, and no landlord under a so-called
sale-leaseback, shall be responsible in connection with the Security Deposit,
unless the mortgagee or beneficiary under the deed of trust or the landlord
actually receives the Security Deposit.  It is intended that the
covenants and obligations contained in this Lease on


      
        
          
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      the part
of Landlord shall, subject to the foregoing, be binding on Landlord, its
successors and assigns, only during and in respect to their respective
successive periods of ownership.

       

      ARTICLE
XX.  INTERPRETATION

       

      SECTION
20.1.                                GENDER AND NUMBER.  Whenever the
context of this Lease requires, the words "Landlord" and "Tenant" shall include the
plural as well as the singular, and words used in neuter, masculine or feminine
genders shall include the others.

       

      SECTION
20.2.                                HEADINGS.  The captions and
headings of the articles and sections of this Lease are for convenience only,
are not a part of this Lease and shall have no effect upon its construction or
interpretation.

       

      SECTION
20.3.                                JOINT AND SEVERAL LIABILITY.  If more than one
person or entity is named as Tenant, the obligations imposed upon each shall be
joint and several and the act of or notice from, or notice or refund to, or the
signature of, any one or more of them shall be binding on all of them with
respect to the tenancy of this Lease, including, but not limited to, any
renewal, extension, termination or modification of this Lease.

       

      SECTION
20.4.                                SUCCESSORS.  Subject to
Articles IX and XIX, all rights and liabilities given to or imposed upon
Landlord and Tenant shall extend to and bind their respective heirs, executors,
administrators, successors and assigns.  Nothing contained in this
Section is intended, or shall be construed, to grant to any person other than
Landlord and Tenant and their successors and assigns any rights or remedies
under this Lease.

       

      SECTION
20.5.                                TIME OF ESSENCE.  Time is of the
essence with respect to the performance of every provision of this
Lease.

       

      SECTION
20.6.                                CONTROLLING LAW/VENUE.  This Lease shall
be governed by and interpreted in accordance with the laws of the State of
California.  Any litigation commenced concerning any matters
whatsoever arising out of or in any way connected to this Lease shall be
initiated in the Superior Court of the county in which the Project is
located.

       

      SECTION
20.7.                                SEVERABILITY.  If any term or
provision of this Lease, the deletion of which would not adversely affect the
receipt of any material benefit by either party or the deletion of which is
consented to by the party adversely affected, shall be held invalid or
unenforceable to any extent, the remainder of this Lease shall not be affected
and each term and provision of this Lease shall be valid and enforceable to the
fullest extent permitted by law.

       

      SECTION
20.8.                                WAIVER AND CUMULATIVE REMEDIES.  One or more
waivers by Landlord or Tenant of any breach of any term, covenant or condition
contained in this Lease shall not be a waiver of any subsequent breach of the
same or any other term, covenant or condition.  Consent to any act by
one of the parties shall not be deemed to render unnecessary the obtaining of
that party's consent to any subsequent act.  No breach by Tenant of
this Lease shall be deemed to have been waived by Landlord unless the waiver is
in a writing signed by Landlord.  The rights and remedies of Landlord
under this Lease shall be cumulative and in addition to any and all other rights
and remedies which Landlord may have.

       

      SECTION
20.9.                                INABILITY TO PERFORM.  In the event that
either party shall be delayed or hindered in or prevented from the performance
of any work or in performing any act required under this Lease by reason of any
cause beyond the reasonable control of that party, other than financial
inability, then the performance of the work or the doing of the act shall be
excused for the period of the delay and the time for performance shall be
extended for a period equivalent to the period of the delay.  The
provisions of this Section shall not operate to excuse Tenant from the prompt
payment of rent or from the timely performance of any other obligation under
this Lease within Tenant's reasonable control.

       

      SECTION
20.10.                                ENTIRE AGREEMENT.  This Lease and
its exhibits and other attachments cover in full each and every agreement of
every kind between the parties concerning the Premises, the Building, and the
Project, and all preliminary negotiations, oral agreements, understandings
and/or practices, except those contained in this Lease, are superseded and of no
further effect.  Tenant waives its rights to rely on any
representations or promises made by Landlord or others which are not contained
in this Lease.  No verbal agreement or implied covenant shall be held
to modify the provisions of this Lease, any statute, law, or custom to the
contrary notwithstanding.


      
        
          
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      SECTION
20.11.                                QUIET ENJOYMENT.  Upon the
observance and performance of all the covenants, terms and conditions on
Tenant's part to be observed and performed, and subject to the other provisions
of this Lease, Tenant shall have the right of quiet enjoyment and use of the
Premises for the Term without hindrance or interruption by Landlord or any other
person claiming by or through Landlord.

       

      SECTION
20.12.                                SURVIVAL.  All covenants of
Landlord or Tenant which reasonably would be intended to survive the expiration
or sooner termination of this Lease, including without limitation any warranty
or indemnity hereunder, shall so survive and continue to be binding upon and
inure to the benefit of the respective parties and their successors and
assigns.

       

      SECTION
20.13.                                INTERPRETATION.  This Lease shall
not be construed in favor of or against either party, but shall be construed as
if both parties prepared this Lease.

       

      ARTICLE
XXI.  EXECUTION AND RECORDING

       

      SECTION
21.1.                                COUNTERPARTS.  This Lease may be
executed in one or more counterparts, each of which shall constitute an original
and all of which shall be one and the same agreement.

       

      SECTION
21.2.                                CORPORATE, LIMITED LIABILITY COMPANY
AND PARTNERSHIP AUTHORITY.  If Tenant is a
corporation, limited liability company or partnership, each individual executing
this Lease on behalf of the corporation, limited liability company or
partnership represents and warrants that he or she is duly authorized to execute
and deliver this Lease on behalf of the corporation, limited liability company
or partnership, and that this Lease is binding upon the corporation, limited
liability company or partnership in accordance with its terms.  Tenant
shall, at Landlord's request, deliver a certified copy of its board of
directors' resolution, operating agreement or partnership agreement or
certificate authorizing or evidencing the execution of this Lease.

       

      SECTION
21.3.                                EXECUTION OF LEASE; NO OPTION OR
OFFER.  The submission of
this Lease to Tenant shall be for examination purposes only, and shall not
constitute an offer to or option for Tenant to lease the
Premises.  Execution of this Lease by Tenant and its return to
Landlord shall not be binding upon Landlord, notwithstanding any time interval,
until Landlord has in fact executed and delivered this Lease to Tenant, it being
intended that this Lease shall only become effective upon execution by Landlord
and delivery of a fully executed counterpart to Tenant.

       

      SECTION
21.4.                                RECORDING.  Tenant shall not
record this Lease without the prior written consent of
Landlord.  Tenant, upon the request of Landlord, shall execute and
acknowledge a "short
form" memorandum of this Lease for recording purposes.

       

      SECTION
21.5.                                AMENDMENTS.  No amendment or
termination of this Lease shall be effective unless in writing signed by
authorized signatories of Tenant and Landlord, or by their respective successors
in interest.  No actions, policies, oral or informal arrangements,
business dealings or other course of conduct by or between the parties shall be
deemed to modify this Lease in any respect.

       

      SECTION
21.6.                                EXECUTED COPY.  Any fully
executed photocopy or similar reproduction of this Lease shall be deemed an
original for all purposes.

       

      SECTION
21.7.                                ATTACHMENTS.  All exhibits,
amendments, riders and addenda attached to this Lease are hereby incorporated
into and made a part of this Lease.

       

      ARTICLE
XXII.  MISCELLANEOUS

       

      SECTION
22.1.                                NONDISCLOSURE OF LEASE
TERMS.  Tenant
acknowledges and agrees that the terms of this Lease are confidential and
constitute proprietary information of Landlord.  Disclosure of the
terms could adversely affect the ability of Landlord to negotiate other leases
and impair Landlord's relationship with other tenants.  Accordingly,
Tenant


      
        
          
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      agrees
that it, and its partners, officers, directors, employees and attorneys, shall
not intentionally and voluntarily disclose, by public filings or otherwise, the
terms and conditions of this Lease ("Confidential Information") to any third
party, either directly or indirectly, without the prior written consent of
Landlord, which consent may be given or withheld in Landlord's sole and absolute
discretion.  The foregoing restriction shall not apply if either: (i)
Tenant is required to disclose the Confidential Information in response to a
subpoena or other regulatory, administrative or court order, (ii) independent
legal counsel to Tenant delivers a written opinion to Landlord that Tenant is
required to disclose the Confidential Information to, or file a copy of this
Lease with, any governmental agency or any stock exchange; provided however,
that in such event, Tenant shall, before making any such disclosure (A) provide
Landlord with prompt written notice of such required disclosure, (B) at Tenant's
sole cost, take all reasonable legally available steps to resist or narrow such
requirement, including without limitation preparing and filing a request for
confidential treatment of the Confidential Information and (C) if disclosure of
the Confidential Information is required by subpoena or other regulatory,
administrative or court order, Tenant shall provide Landlord with as much
advance notice of the possibility of such disclosure as practical so that
Landlord may attempt to stop such disclosure or obtain an order concerning such
disclosure.  The form and content of a request by Tenant for
confidential treatment of the Confidential Information shall be provided to
Landlord at least five (5) business days before its submission to the applicable
governmental agency or stock exchange and is subject to the prior written
approval of Landlord.  In addition, Tenant may disclose the terms of
this Lease to Tenant’s employees, shareholders, investors, legal counsel,
lenders, agents, accountants and to prospective assignees of this Lease and
prospective subtenants under this Lease with whom Tenant is actively negotiating
such an assignment or sublease.

       

      SECTION
22.2.                                GUARANTY.  As a condition to
the execution of this Lease by Landlord, the obligations, covenants and
performance of the Tenant as herein provided shall be guaranteed in writing by
the Guarantor(s) listed in Item 7 of the Basic Lease Provisions ("Guarantor"), if any, on a form
of guaranty provided by Landlord ("Guaranty").  Any
default by a Guarantor under the Guaranty shall be deemed to be an Event of
Default under the terms of this Lease.  In addition, any filing by or
against a Guarantor of a petition to have such Guarantor adjudged a Chapter 7
debtor under the Bankruptcy Code or to have debts discharged or a petition for
reorganization or arrangement under any law relating to bankruptcy (unless, in
the case of a petition filed against such Guarantor, the same is dismissed
within thirty (30) days), a Guarantor's convening of a meeting of its creditors
for the purpose of effecting a moratorium upon or composition of its debts or
the failure of a Guarantor to pay its material obligations to creditors as and
when they become due and payable, other than as a result of a good faith dispute
by such Guarantor, shall be deemed to be an Event of Default by
Tenant.

       

      SECTION
22.3.                                [Intentionally
Deleted.]

       

      SECTION
22.4.                                MORTGAGEE
PROTECTION.  No act or failure to act on the part of Landlord
which would otherwise entitle Tenant to be relieved of its obligations hereunder
shall result in such a release or termination unless (a) Tenant has given notice
by registered or certified mail to any beneficiary of a deed of trust or
mortgage covering the Building whose address has been furnished to Tenant and
(b) such beneficiary is afforded a reasonable opportunity to cure the default by
Landlord (which in no event shall be less than sixty (60) days), including, if
necessary to effect the cure, time to obtain possession of the Building by power
of sale or judicial foreclosure provided that such foreclosure remedy is
diligently pursued.  Tenant agrees that each beneficiary of a deed of
trust or mortgage covering the Building is an express third party beneficiary
hereof, Tenant shall have no right or claim for the collection of any deposit
from such beneficiary or from any purchaser at a foreclosure sale unless such
beneficiary or purchaser shall have actually received and not refunded the
deposit, and Tenant shall comply with any written directions by any beneficiary
to pay rent due hereunder directly to such beneficiary without determining
whether a default exists under such beneficiary's deed of trust.

       

      SECTION
22.5.                                COVENANTS AND CONDITIONS.  All of the
provisions of this Lease shall be construed to be conditions as well as
covenants as though the words specifically expressing or imparting covenants and
conditions were used in each separate provision.

       

      SECTION
22.6.                                SECURITY MEASURES.  Tenant hereby
acknowledges that Landlord shall have no obligation whatsoever to provide guard
service or other security measures for the benefit of the Premises or the
Project.  Tenant assumes all responsibility for the protection of
Tenant, its employees, agents, invitees and property from acts of third
parties.  Nothing herein contained shall prevent Landlord, at its sole
option, from providing security protection for the Project or any part thereof,
in which event the cost thereof shall be included within the definition of
Project Costs.

       

      SECTION
22.7.                                MOVING ALLOWANCE.  In consideration
of the execution of this Lease by Tenant, Landlord shall reimburse to Tenant an
amount not to exceed One Hundred Nineteen Thousand Four Hundred Twenty-Five
Dollars ($119,425.00) for the “out of pocket” charges and costs reasonably
incurred by Tenant in connection with Tenant’s move to the Premises, which
charges and costs shall include, without limitation, moving and telephone and
cabling relocation charges, costs incurred for the installation of Tenant’s
signage on the Building, charges incurred in connection
with the change of the Building address from 430 N. McCarthy Blvd. to 490 N.
McCarthy Blvd., up to a maximum of Ten Thousand Dollars ($10,000.00), costs for
equipment or furniture purchases, costs of tenant improvements installed by
Tenant pursuant to Section 7.3 and stationery costs incurred by Tenant in
connection with its move to the Premises.  Landlord shall reimburse
Tenant for such charges and costs within thirty (30) days following receipt of
Tenant’s written request accompanied by invoices or other
reasonably


      
        
          
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      detailed
evidence of Tenant’s expenditure of such charges and costs; provided, however,
that all such request(s) for reimbursement must be received by Landlord not
later than June 30, 2006 to be eligible for reimbursement by Landlord as
provided in this Section 22.7.

       

      


       

      LANDLORD:                                                                     TENANT:

      


      THE IRVINE
COMPANY                                                                     CALIFORNIA MICRO DEVICES
CORPORATION,

                                                                           a
California corporation

      


      


      


      By: /s/ Steven M.
Case                                                                By:  /s/R.Gregory
Miller                                                                      

      Steven M.
Case, Senior Vice
President                                             R.
Gregory Miller

      Leasing,
Office
Properties                                                                   Chief
Financial Officer

      


      


      


      By: /s/ Christopher J.
Popma                                                                By:                                                                      

      Christopher
J. Popma, Vice
President                                                                     

      Operations,
Office
Properties                                                                    

      


      



      
        
          
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      EXHIBIT
B

      


      THE
IRVINE COMPANY – INVESTMENT PROPERTIES GROUP

      


      HAZARDOUS
MATERIAL SURVEY FORM

      


                 The
purpose of this form is to obtain information regarding the use of hazardous
substances on Investment Properties Group (“IPG”)
property.  Prospective tenants and contractors should answer the
questions in light of their proposed activities on the
premises.  Existing tenants and contractors should answer the
questions as they relate to ongoing activities on the premises and should update
any information previously submitted.

      


                 If
additional space is needed to answer the questions, you may attach separate
sheets of paper to this form.  When completed, the form should be sent
to the following address:

      


      THE
IRVINE COMPANY MANAGEMENT OFFICE

      690 N.
McCarthy Blvd., Suite 100

      Milpitas,
CA  95035

      


                 Your
cooperation in this matter is appreciated.  If you have any questions,
please call your property manager at (949) 720-4400 for assistance.

      


      1.           GENERAL
INFORMATION.

      


                 Name
of Responding
Company:  _____________________________________________

                 Check
all that
apply:                                                                Tenant                                (   )                      Contractor(   )

                                                                      Prospective                                (   )                      Existing                      (   )

      


                 Mailing
Address: _________________________________________________________

                 Contact
person & Title:
____________________________________________________

                 Telephone
Number:  (   ) _____________

      


                 Current TIC
Tenant(s):

      


                 Address
of Lease
Premises:  ________________________________________________

      


                 Length
of Lease or Contract Term:
___________________________________________

      


                 Prospective TIC
Tenant(s):

      


                 Address
of Leased
Premises:  _______________________________________________

      


                 Address
of Current
Operations:  _____________________________________________

      


      Describe
the proposed operations to take place on the property, including principal
products manufactured or services to be conducted.  Existing tenants
and contractors should describe any proposed changes to ongoing
operations.  ____________________________________________________________________________________________________________________________________________________________

      ______________________________________________________________________________

      


      
        	
                2.

              	
                HAZARDOUS
      MATERIALS.  For the purposes of this Survey Form, the
      term “hazardous material” means any raw material, product or agent
      considered hazardous under any state or federal law.  The term
      does not include wastes which are intended to be
  discarded.

              


      

      


      
        	
                 
      

              	
                2.1

              	
                Will
      any hazardous materials be used or stored on
  site?

              


      

      


      
        	
                 
      

              	 	
                Chemical
      Products

              	
                Yes

              	
                (   )

              	
                No

              	
                (   )

              


      

      
        	
                 
      

              	 	
                Biological
      Hazards/

              


      

      
        	
                 
      

              	 	
                   Infectious
      Wastes

              	
                Yes

              	
                (   )

              	
                No

              	
                (   )

              


      

      
        	
                 
      

              	 	
                Radioactive
      Materials

              	
                Yes

              	
                (   )

              	
                No

              	
                (   )

              


      

      
        	
                 
      

              	 	
                Petroleum
      Products

              	
                Yes

              	
                (   )

              	
                No

              	
                (   )

              


      

      



      
        
          
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2005 

            701423328v1


          

           


        

        
          
          

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                2.2

              	
                List
      any hazardous materials to be used or stored, the quantities that will be
      on-site at any given time, and the location and method of storage (e.g.,
      bottles in storage closet on the
premises).

              


      

      


      
        	 	
                Location
      and Method

              


      

      
        	
                 
      

              	 	
                Hazardous
      Materials

              	
                 of
      Storage

              	
                 Quantity

              


      

      


      


      
        	
                 
      

              	 	
                __________________

              	
                __________________

              	
                __________________

              


      

      
        	
                 
      

              	 	
                __________________

              	
                __________________

              	
                __________________

              


      

      
        	
                 
      

              	 	
                __________________

              	
                __________________

              	
                __________________

              


      

      
        	
                 
      

              	 	
                __________________

              	
                __________________

              	
                __________________

              


      

      
        	
                 
      

              	 


      

      
        	
                 
      

              	
                2.3

              	
                Is
      any underground storage of hazardous materials proposed or currently
      conducted on the premises?  Yes
      (   )   No  (   )

              


      

      


      
        	
                 
      

              	 	
                If
      yes, describe the materials to be stored, and the size and construction of
      the tank.  Attach copies of any permits obtained for the
      underground storage of such
      substances.  ________________________________________________________________________________________________________________________________________________________________________________________________________________________

              


      

      


      
        	
                3.

              	
                HAZARDOUS
      WASTE.  For the purposes of this Survey Form, the term
      “hazardous waste” means any waste (including biological, infectious or
      radioactive waste) considered hazardous under any state or federal law,
      and which is intended to be
discarded.

              


      

      


      
        	
                 
      

              	
                3.1

              	
                List
      any hazardous waste generated or to be generated on the premises, and
      indicate the quantity generated on a monthly
  basis.

              


      

      


      
        	 	
                Location
      and Method

              


      

      
        	
                 
      

              	 	
                Hazardous
      Materials

              	
                 of
      Storage

              	
                 Quantity

              


      

      


      


      
        	
                 
      

              	 	
                __________________

              	
                __________________

              	
                __________________

              


      

      
        	
                 
      

              	 	
                __________________

              	
                __________________

              	
                __________________

              


      

      
        	
                 
      

              	 	
                __________________

              	
                __________________

              	
                __________________

              


      

      
        	
                 
      

              	 	
                __________________

              	
                __________________

              	
                __________________

              


      

      


      
        	
                 
      

              	
                3.2

              	
                Describe
      the method(s) of disposal (including recycling) for each
      waste.  Indicate where and how often disposal will take
      place.

              


      

      


      
        	 	
                Location
      and Method

              


      

      
        	
                 
      

              	 	
                Hazardous
      Materials

              	
                 of
      Storage

              	
                 Disposal
      Method

              


      

      


      
        	
                 
      

              	 	
                __________________

              	
                __________________

              	
                __________________

              


      

      
        	
                 
      

              	 	
                __________________

              	
                __________________

              	
                __________________

              


      

      
        	
                 
      

              	 	
                __________________

              	
                __________________

              	
                __________________

              


      

      
        	
                 
      

              	 	
                __________________

              	
                __________________

              	
                __________________

              


      

      


      
        	
                 
      

              	
                3.3

              	
                Is
      any treatment or processing of hazardous, infectious or radioactive wastes
      currently conducted or proposed to be conducted on the
      premise?

              


      

      Yes
(   )   No  (   )

      


      If yes,
please describe any existing or proposed treatment methods.
________________________________________________________________________________________________________________________________________________________________________________________________________________________

      


      
        	 	
                3.4

              	
                Attach
      copies of any hazardous waste permits or licenses issued to your company
      with respect to its operations on the
premises.

              


      

      



      
        
          
            May 5,
2005 

            701423328v1


          

           


        

        
          
          

          
            

          

        

        
           


        

      


      
        	
                4.

              	
                SPILLS

              


      

      


      
        	 	
                4.1

              	
                During
      the past year, have any spills or releases of hazardous materials occurred
      on the premises?

              	
                Yes   (   )

              	
                No  (   )

              


      

      


      
        	 	
                If
      so, please describe the spill and attach the results of any testing
      conducted to determine the extent of such spills.
      ________________________________________________________________________________________________________________________________________________

              


      

      
        	 	
                ________________________________________________________________________

              


      

      


      
        	 	
                4.2

              	
                Were
      any agencies notified in connection with such spills?

              	
                Yes   (   )

              	
                No
      (   )

              


      

      


      
        	 	
                If
      so, attach copies of any spill reports or other correspondence with
      regulatory agencies.

              


      

      


      
        	 	
                4.3

              	
                Were
      any clean-up actions undertaken in connection with the
    spills?

              


      

      
        	 	
                Yes   (   )

              	
                No   (   )

              


      

      


      
        	 	
                If
      so, briefly describe the actions taken.  Attach copies of any
      clearance letters obtained from any regulatory agencies involved and the
      results of any final soil or groundwater sampling done upon completion of
      the clean-up
      work.  ________________________________________________________________________________________________________________________________________________

              


      

      
        	 	
                ________________________________________________________________________

              


      

      


      
        	
                5.

              	
                WASTEWATER
      TREATMENT/DISCHARGE

              


      

      


      
        	 	
                5.1

              	
                Do
      you discharge industrial wastewater
to:

              


      

      


      
        	 	
                _____storm
      drain?

              	
                _____sewer?

              


      

      
        	 	
                _____surface
      water?

              	
                _____no
      industrial discharge

              


      

      


      
        	 	
                5.2

              	
                Is
      your industrial wastewater treated before discharge?

              	
                Yes   (   )   No   (   )

              


      

      


      
        	 	
                If
      yes, describe the type of treatment conducted.
      ________________________________________________________________________________________________________________________________________________

              


      

      
        	 	
                ________________________________________________________________________

              


      

      


      5.3           Attach
copies of any wastewater discharge permits issued to your company with respect
to its operations on the premises.

      


      6.           AIR
DISCHARGES.

      


                 6.1           Do
you have any air filtration systems or stacks that discharge into the
air?

                            Yes   (   )                      No   (   )

      


                 6.2           Do
you operate any equipment that require air emissions permits?

                            Yes   (   )                      No   (   )

      


                 6.3           Attach
copies of any air discharge permits pertaining to these operations.

      


      7.           HAZARDOUS MATERIALS
DISCLOSURES.

      


      
        	 	
                7.1

              	
                Does
      your company handle an aggregate of at least 500 pounds, 55 gallons or 200
      cubic feet of hazardous material at any given
      time?   Yes   (   )

              	
                No   (   )

              


      

      


      
        	 	
                7.2

              	
                Has
      your company prepared a Hazardous Materials Disclosure – Chemical
      Inventory and Business Emergency Plan or similar disclosure document
      pursuant to state or county requirements?

              	
                Yes   (   )

              	
                No   (   )

              


      

      


      
        	 	
                If
      so, attach a copy.

              


      

      



      
        
          
            May 5,
2005 

            701423328v1


          

           


        

        
          
          

          
            

          

        

        
           


        

      


      
        	 	
                7.3

              	
                Are
      any of the chemicals used in your operations regulated under Proposition
      65?

              


      

      


      
        	 	
                If
      so, describe the procedures followed to comply with these requirements.
      ________________________________________________________________________________________________________________________________________________________________________________________________________________________

              


      

      


      
        	 	
                7.4

              	
                Is
      your company subject to OSHA Hazard Communication Standard
      Requirements?

              	
                Yes   (   )

              	
                No   (   )

              


      

      


      
        	 	
                If
      so, describe the procedures followed to comply with these
      requirements.  ________________________________________________________________________________________________________________________________________________

              


      

      
        	 	
                ________________________________________________________________________

              


      

      


      
        	
                8.

              	
                ANIMAL
      TESTING.

              


      

      


      
        	 	
                8.1

              	
                Does
      your company bring or intend to bring live animals onto the premises for
      research or development purposes?

              	
                Yes   (   )

              	
                No   (   )

              


      

      


      
        	 	
                If
      so, describe the activity.
      ________________________________________________________________________________________________________________________________________________________________________________________________________________________

              


      

      


      
        	 	
                8.2

              	
                Does
      your company bring or intend to bring animal body parts or bodily fluids
      onto the premises for research or development purposes?

              	
                Yes   (   )   No   (   )

              


      

      


      
        	 	
                If
      so, describe the activity.
      ________________________________________________________________________________________________________________________________________________

              


      

      
        	 	
                ________________________________________________________________________

              


      

      


      
        	
                9.

              	
                ENFORCEMENT ACTIONS,
      COMPLAINTS.

              


      

      


      
        	 	
                9.1

              	
                Has
      your company ever been subject to any agency enforcement actions,
      administrative orders, lawsuits, or consent orders/decrees regarding
      environmental compliance or health and safety?

              	
                Yes   (   )

              	
                No   (   )

              


      

      


      
        	 	
                If
      so, describe the actions and any continuing obligations imposed as a
      result of these actions.
      ________________________________________________________________________________________________________________________________________________________________________________________________________________________

              


      

      


      
        	 	
                9.2

              	
                Has
      your company ever received any request for information, notice of
      violation or demand letter, complaint, or inquiry regarding environmental
      compliance or health and safety?

              	
                Yes   (   )

              	
                No   (   )

              


      

      


      


      9.3           Has
an environmental audit ever been conducted which concerned operations or
activities on premises occupied by
you?Yes   (   )No   (   )

      



      
        
          
            May 5,
2005 

            701423328v1


          

           


        

        
          
          

          
            

          

        

        
           


        

      


      9.4           If
you answered “yes” to any questions in this section, describe the environmental
action or complaint and any continuing compliance obligation imposed as a result
of the
same.  ________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

      


      
        	 	
                ____________________________________

              


      

      
        	 	
                ____________________________________

              


      

      


      
        	
                 
      

              	 


      

      


                                                            By:  ________________________________

      
        	 	
                Name:  _______________________

              


      

      
        	 	
                Title:  ________________________

              


      

      
        	 	
                Date:
      _________________________

              


      

      


      


      


      


      



      
        
          
            May 5,
2005 

            701423328v1


          

           


        

        
          
          

          
            

          

        

        
           


        

      


      EXHIBIT
C

      


      LANDLORD’S
DISCLOSURES

      


      


      [Intentionally
left blank]

      



      
        
          
            


            


            May
5, 2005 

            701423328v1


            


          

           


        

        
          
          

          
            

          

        

        
           


        

      


                                                                EXHIBIT
D

      


                                                    TENANT'S
INSURANCE

      


      The
following requirements for Tenant's insurance shall be in effect at the
Building, and Tenant shall also cause any subtenant to comply with these
requirements.  Landlord reserves the right to adopt reasonable
nondiscriminatory modifications and additions to these insurance
requirements.  Tenant agrees to obtain and present evidence to
Landlord that it has fully complied with the insurance
requirements.

      


      1.           Tenant
shall, at its sole cost and expense, commencing on the date Tenant is given
access to the Premises for any purpose and during the entire Term, procure, pay
for and keep in full force and effect:  (i) commercial general
liability insurance with respect to the Premises and the operations of or on
behalf of Tenant in, on or about the Premises, including but not limited to
coverage for personal injury, independent contractors, broad form property
damage, fire and water legal liability, products liability (if a product is sold
from the Premises), and liquor law liability (if alcoholic beverages are sold,
served or consumed within the Premises), which policy(ies) shall be written on
an "occurrence" basis and for not less than the amount set forth in Item 13
of the Basic Lease Provisions, with a combined single limit (with a $50,000
minimum limit on fire legal liability) per occurrence for bodily injury, death,
and property damage liability, or the current limit of liability carried by
Tenant, whichever is greater, and subject to such increases in amounts as
Landlord may determine from time to time; (ii) workers' compensation insurance
coverage as required by law, together with employers' liability insurance of at
least One Million Dollars ($1,000,000.00); (iii) with respect to Alterations and
the like required or permitted to be made by Tenant under this Lease, builder's
risk insurance, in an amount equal to the replacement cost of the work; (iv)
insurance against fire, vandalism, malicious mischief and such other additional
perils as may be included in a standard "special form" policy, insuring Tenant's
Alterations, trade fixtures, furnishings, equipment and items of personal
property of Tenant located in the Premises, in an amount equal to not less than
ninety percent (90%) of their actual replacement cost (with replacement cost
endorsement); and (v) business interruption insurance in amounts satisfactory to
cover one (1) year of loss.  In no event shall the limits of any
policy be considered as limiting the liability of Tenant under this
Lease.

      


      2.           In
the event Landlord consents to Tenant’s use, generation or storage of Hazardous
Materials on, under or about the Premises pursuant to Section 5.3 of this Lease,
Landlord shall have the continuing right to require Tenant, at Tenant’s sole
cost and expense (provided the same is available for purchase upon commercially
reasonable terms), to purchase insurance specified and approved by Landlord,
with coverage not less than Five Million Dollars ($5,000,000.00), insuring (i)
any Hazardous Materials shall be removed from the Premises, (ii) the Premises
shall be restored to a clean, healthy, safe and sanitary condition, and (iii)
any liability of Tenant, Landlord and Landlord’s officers, directors,
shareholders, agents, employees and representatives, arising from such Hazardous
Materials.

      


      3.           All
policies of insurance required to be carried by Tenant pursuant to this Exhibit D
containing a deductible exceeding Ten Thousand Dollars ($10,000.00) per
occurrence must be approved in writing by Landlord prior to the issuance of such
policy.  Tenant shall be solely responsible for the payment of all
deductibles.

      


      4.           All
policies of insurance required to be carried by Tenant pursuant to this Exhibit D shall be
written by responsible insurance companies authorized to do business in the
State of California and with a general policyholder rating of not less than "A-"
and financial rating of not less than “VII” in the most current Best’s Insurance
Report.  Any insurance required of Tenant may be furnished by Tenant
under any blanket policy carried by it or under a separate policy.  A
true and exact copy of each paid up policy evidencing the insurance
(appropriately authenticated by the insurer) or a certificate of insurance,
certifying that the policy has been issued, provides the coverage required by
this Exhibit D
and contains the required provisions, together with endorsements acceptable to
Landlord evidencing the waiver of subrogation and additional insured provisions
required below, shall be delivered to Landlord prior to the date Tenant is given
the right of possession of the Premises.  Proper evidence of the
renewal of any insurance coverage shall also be delivered to Landlord no more
than five (5) business days after renewal of the coverage.  Landlord
may at any time, and from time to time, inspect and/or copy any and all
insurance policies required by this Lease.

      


      5.           Each
policy evidencing insurance required to be carried by Tenant pursuant to this
Exhibit D
shall contain the following provisions and/or clauses satisfactory to
Landlord:  (i) with respect to Tenant’s commercial general liability
insurance, a provision that the policy and the coverage provided shall be
primary and that any coverage carried by Landlord shall be noncontributory with
respect to any policies carried by Tenant, together with a provision including
Landlord, the Additional Insureds identified in Item 11 of the Basic Lease
Provisions, and any other parties in interest designated by Landlord, as
additional insureds; (ii) except with respect to Tenant’s commercial general
liability insurance, a waiver by the insurer of any right to subrogation against
Landlord, its agents, employees, contractors and representatives which arises or
might arise by reason of any payment under the policy or by reason of any act or
omission of Landlord, its agents, employees, contractors or representatives; and
(iii) a provision that the insurer will not cancel or not renew the coverage
provided by the policy without first giving Landlord at least ten (10) days
prior written notice.

      


      6.           In
the event that Tenant fails to procure, maintain and/or pay for, at the times
and for the durations specified in this Exhibit D, any
insurance required by this Exhibit D, or fails
to carry insurance required by any governmental authority, Landlord may at its
election procure that insurance and pay the premiums, in which
event


      
        
          
            


            May 5,
2005 

            701423328v1


            


             
701423328v1 

          

           


        

        
          
          

          
            

          

        

        
           


        

      


      Tenant
shall repay Landlord all sums paid by Landlord, together with interest at the
maximum rate permitted by law and any related costs or expenses incurred by
Landlord, within ten (10) days following Landlord's written demand to
Tenant.

      


                 NOTICE
TO TENANT:  IN ACCORDANCE WITH THE TERMS OF THIS LEASE, TENANT MUST
PROVIDE EVIDENCE OF THE REQUIRED INSURANCE TO LANDLORD’S MANAGEMENTAGENT PRIOR
TO BEING AFFORDED ACCESS TO THE PREMISES.

      



      
        
          
            


            May 5,
2005 

            701423328v1


            


             
701423328v1 

          

           


        

        
          
          

          
            

          

        

        
           


        

      


                                                                EXHIBIT
E

       

      RULES
AND REGULATIONS

      


      This
Exhibit sets forth the rules and regulations governing Tenant's use of the
Premises leased to Tenant pursuant to the terms, covenants and conditions of the
Lease to which this Exhibit is attached and therein made part
thereof.  In the event of any conflict or inconsistency between this
Exhibit and the Lease, the Lease shall control.

      


                 1.           Tenant
shall not place anything or allow anything to be placed near the glass of any
window, door, partition or wall, which may appear unsightly from outside the
Premises.

      


                 2.           The
walls, walkways, sidewalks, entrance passages, elevators, stairwells, courts and
vestibules shall not be obstructed or used for any purpose other than ingress
and egress of pedestrian travel to and from the Premises, and shall not be used
for smoking, loitering or gathering, or to display, store or place any
merchandise, equipment or devices, or for any other purpose.  The
walkways, sidewalks, entrance passageways, courts, vestibules and roof are not
for the use of the general public and Landlord shall in all cases retain the
right to control and prevent access thereto by all persons whose presence in the
judgment of the Landlord shall be prejudicial to the safety, character,
reputation and interests of the Building and its tenants, provided that nothing
herein contained shall be construed to prevent such access to persons with whom
Tenant normally deals in the ordinary course of Tenant's business unless such
persons are engaged in illegal activities.  Smoking is permitted
outside the building and within the project only in areas designated by
Landlord.  No tenant or employee or invitee or agent of any tenant
shall be permitted upon the roof of the Building without prior written approval
from Landlord.

      


                 3.           No
awnings or other projection shall be attached to the outside walls of the
Building.  No security bars or gates, curtains, blinds, shades or
screens shall be attached to or hung in, or used in connection with, any window
or door of the Premises without the prior written consent of
Landlord.  Neither the interior nor exterior of any windows shall be
coated or otherwise sunscreened without the express written consent of
Landlord.

      


                 4.           Tenant
shall not mark, nail, paint, drill into, or in any way deface any part of the
Premises or the Building except to affix standard pictures or other wall
hangings on the interior walls of the premises so long as they are not visible
from the exterior of the building.  Tenant shall not lay linoleum,
tile, carpet or other similar floor covering so that the same shall be affixed
to the floor of the Premises in any manner except as approved by Landlord in
writing.  The expense of repairing any damage resulting from a
violation of this rule or removal of any floor covering shall be borne by
Tenant.

      


      5.           The
toilet rooms, urinals, wash bowls and other plumbing apparatus shall not be used
for any purpose other than that for which they were constructed and no foreign
substance of any kind whatsoever shall be thrown therein.  Any pipes
or tubing used by Tenant to transmit water to an appliance or device in the
Premises must be made of copper or stainless steel, and in no event shall
plastic tubing be used for that purpose.  The expense of any breakage,
stoppage or damage resulting from the violation of this rule shall be borne by
the tenant who, or whose employees or invitees, caused it.

      


                 6.           Landlord
shall direct electricians as to the manner and location of any future telephone
wiring.  No boring or cutting for wires will be allowed without the
prior consent of Landlord.  The locations of the telephones, call
boxes and other office equipment affixed to the Premises shall be subject to the
prior written approval of Landlord.

      


                 7.           The
Premises shall not be used for manufacturing or for the storage of merchandise
except as such storage may be incidental to the permitted use of the
Premises.  No exterior storage shall be allowed at any time without
the prior written approval of Landlord.  The Premises shall not be
used for cooking or washing clothes without the prior written consent of
Landlord, or for lodging or sleeping or for any immoral or illegal
purposes.

      


                 8.           Tenant
shall not make, or permit to be made, any unseemly or disturbing noises or
disturb or interfere with occupants of this or neighboring buildings or premises
or those having business with them, whether by the use of any musical
instrument, radio, phonograph, noise, or otherwise.  Tenant shall not
use, keep or permit to be used, or kept, any foul or obnoxious gas or substance
in the Premises or permit or suffer the Premises to be used or occupied in any
manner offensive or objectionable to Landlord or other occupants of this or
neighboring buildings or premises by reason of any odors, fumes or
gases.

      


                 9.           No
animals, except for seeing eye dogs, shall be permitted at any time within the
Premises.

      


                 10.           Tenant
shall not use the name of the Building or the Project in connection with or in
promoting or advertising the business of Tenant, except as Tenant's address,
without the written consent of Landlord.  Landlord shall have the
right to prohibit any advertising by any Tenant which, in Landlord's reasonable
opinion, tends to impair the reputation of the Project or its desirability for
its intended uses, and upon written notice from Landlord any Tenant shall
refrain from or discontinue such advertising.

      


      11.           Canvassing,
soliciting, peddling, parading, picketing, demonstrating or otherwise engaging
in any conduct that unreasonably impairs the value or use of the Premises or the
Project are prohibited and each Tenant shall cooperate to prevent the
same.  Landlord shall have full and absolute authority to regulate or
prohibit the entrance to the Premises of any vendor, supplier, purveyor,
petitioner, proselytizer or other similar person if, in the good faith judgment
of Landlord, such person will be involved in general solicitation activities, or
the proselytizing, petitioning, or disturbance of other tenants or their
customers or invitees, or engaged or likely to engage in conduct which may in
Landlord’s opinion distract from the use of the Premises for its intended
purpose.  Notwithstanding the foregoing, Landlord reserves the
absolute right and discretion to limit or prevent access to the Buildings by
any


      
        
          
            


            701423328v1

          

           


        

        
          
          

          
            

          

        

        
           


        

      


      food or
beverage vendor, whether or not invited by Tenant, and Landlord may condition
such access upon the vendor’s execution of an entry permit agreement which may
contain provisions for insurance coverage and/or the payment of a fee to
Landlord.

      


                 12.           No
equipment of any type shall be placed on the Premises which in Landlord's
opinion exceeds the load limits of the floor or otherwise threatens the
soundness of the structure or improvements of the Building.

      


                 13.           Regular
building hours of operation are from 6:00 AM to 6:00 PM Monday through Friday
and 9:00 AM to 1:00 PM on Saturday.  No air conditioning unit or other
similar apparatus shall be installed or used by any Tenant without the prior
written consent of Landlord.

      


                 14.           The
entire Premises, including vestibules, entrances, parking areas, doors,
fixtures, windows and plate glass, shall at all times be maintained in a safe,
neat and clean condition by Tenant.  All trash, refuse and waste
materials shall be regularly removed from the Premises by Tenant and placed in
the containers at the locations designated by Landlord for refuse
collection.  All cardboard boxes must be "broken down" prior to being
placed in the trash container.  All styrofoam chips must be bagged or
otherwise contained prior to placement in the trash container, so as not to
constitute a nuisance.  Pallets must be immediately disposed of by
tenant and may not be disposed of in the Landlord provided trash container or
enclosures.  Pallets may be neatly stacked in an exterior location on
a temporary basis (no longer than 5 days) so long as Landlord has provided prior
written approval.  The burning of trash, refuse or waste materials is
prohibited.

      


                 15.           Tenant
shall use at Tenant's cost such pest extermination contractor as Landlord may
direct and at such intervals as Landlord may require.

      


                 16.           All
keys for the Premises shall be provided to Tenant by Landlord and Tenant shall
return to Landlord any of such keys so provided upon the termination of the
Lease.  Tenant shall not change locks or install other locks on doors
of the Premises, without the prior written consent of Landlord.  In
the event of loss of any keys furnished by Landlord for Tenant, Tenant shall pay
to Landlord the costs thereof.  Upon the termination of its tenancy,
Tenant shall deliver to Landlord all the keys to lobby(s), suite(s) and
telephone & electrical room(s) which have been furnished to Tenant or which
Tenant shall have had made.

      


      17.           No
person shall enter or remain within the Project while intoxicated or under the
influence of liquor or drugs.  Landlord shall have the right to
exclude or expel from the Project any person who, in the absolute discretion of
Landlord, is under the influence of liquor or drugs.

      


                 18.           The
moving of large or heavy objects shall occur only between those hours as may be
designated by, and only upon previous written notice to, Landlord, and the
persons employed to move those objects in or out of the Building must be
reasonably acceptable to Landlord.  Without limiting the generality of
the foregoing, no freight, furniture or bulky matter of any description shall be
received into or moved out of the lobby of the Building or carried in the
elevator.

      


      19.           Tenant
shall not install equipment, such as but not limited to electronic tabulating or
computer equipment, requiring electrical or air conditioning service in excess
of that to be provided by Landlord under the Lease without prior written consent
of Landlord.

      


      20.           Landlord
may from time to time grant other tenants of the project individual and
temporary variances from these Rules, provided that any variance does not have a
material adverse effect on the use and enjoyment of the Premises by
Tenant.

      


      21.           Landlord
reserves the right to amend or supplement the foregoing Rules and Regulations
and to adopt and promulgate additional rules and regulations applicable to the
Premises.  Notice of such rules and regulations and amendments and
supplements thereto, if any, shall be given to the Tenant.

      



      
        
          
            


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