ex10-195.htm


    
      Exhibit
10.195

       

       

    

     

    OREGON
BUSINESS PARK III

     

    L
E A S E

     

    BY
AND BETWEEN

     

    PACIFIC
REALTY ASSOCIATES, L.P.,

    a
Delaware limited partnership

     

    AND

     

    CALYPTE
BIOMEDICAL CORPORATION

    a
Delaware corporation

     

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Table of
Contents

     

    
      
        
          
            
              	
                      1.

                    	
                      Basic
      Lease Terms.

                    	
                      1

                    
	
                      2.

                    	
                      Delivery
      of Possession and Commencement; Landlord's Work.

                    	
                      2

                    
	
                      3.

                    	
                      Lease
      Term; Early Occupancy.

                    	
                      3

                    
	
                      4.

                    	
                      Rent
      Payment.

                    	
                      3

                    
	
                      5.

                    	
                      Security
      Deposit.

                    	
                      4

                    
	
                      6.

                    	
                      Use
      of the Premises; Hazardous Substances.

                    	
                      4

                    
	
                      7.

                    	
                      Utility
      Charges; Building Maintenance.

                    	
                      7

                    
	
                      8.

                    	
                      Taxes,
      Assessments and Operating Expenses.

                    	
                      8

                    
	
                      9.

                    	
                      Parking
      and Storage Areas.

                    	
                      9

                    
	
                      10.

                    	
                      Tenant's
      Indemnification.

                    	
                      10

                    
	
                      11.

                    	
                      Insurance;
      Waiver of Subrogation.

                    	
                      10

                    
	
                      12.

                    	
                      Property
      Damage.

                    	
                      11

                    
	
                      13.

                    	
                      Condemnation.

                    	
                      11

                    
	
                      14.

                    	
                      Assignment,
      Subletting and Other Transfers.

                    	
                      12

                    
	
                      15.

                    	
                      Tenant
      Default.

                    	
                      13

                    
	
                      16.

                    	
                      Landlord
      Default.

                    	
                      14

                    
	
                      17.

                    	
                      Surrender
      at Expiration or Termination.

                    	
                      14

                    
	
                      18.

                    	
                      Mortgage
      or Sale by Landlord; Estoppel Certificates.

                    	
                      15

                    
	
                      19.

                    	
                      Liens.

                    	
                      15

                    
	
                      20.

                    	
                      Attorneys
      Fees; Waiver of Jury Trial.

                    	
                      16

                    
	
                      21.

                    	
                      Limitation
      on Liability; Transfer by Landlord.

                    	
                      16

                    
	
                      22.

                    	
                      Real
      Estate Brokers; Finders.

                    	
                      16

                    
	
                      23.

                    	
                      Other.

                    	
                      16

                    
	
                      24.

                    	
                      Special
      Provisions.

                    	
                      19

                    


            

          

        

      

    

     

    
      
        
        

      

      
        Page
i

        
          

        

      

      
        
        

      

    

    


    LEASE

     

    For valuable consideration, Landlord
and Tenant hereby covenant and agree as follows:

     

    
      	
              1.

            	
              Basic
      Lease Terms.

            


    

     

    1.1.           Reference Date of
Lease.                                                                                                           

     

    1.2.           Landlord. Pacific
Realty Associates, L.P., a Delaware limited partnership
("Landlord")

     

    
      
        
          
            
              
                
                  
                    
                      
                        	 	
                                Address
      for Payment of Rent:

                              	
                                Pacific
      Realty Associates, L.P.

                              
	 	 
      	
                                Unit
      80 – calypt01

                              
	 	 
      	
                                PO
      Box 5000

                              
	 	
                                 

                              	
                                Portland,
      OR 97208-5000

                              
	 	
                                (The
      unit number must be listed on a separate line from the PO
      Box.)

                              
	 	 
      	
                                Telephone    
      503/624-6300

                              
	 	 
      	
                                Facsimile       
      503/624-7755

                              
	 	 
      	 
      
	 	
                                Address
      For Notices:

                              	
                                Pacific
      Realty Associates, L.P.

                              
	 	 
      	
                                Attn:  Legal
      Dept – calypt01

                              
	 	 
      	
                                15350
      SW Sequoia Pkwy, Ste 300

                              
	 	 
      	
                                Portland,
      OR  97224

                              
	 	 
      	
                                Telephone    
      503/624-6300

                              
	 	 
      	
                                Facsimile       
      503/624-7755

                              
	 	 
      	 
      
	       
      1.3.           Tenant.  Calypte Biomedical
      Corporation, a Delaware corporation ("Tenant")
	 	 
	 	
                                Trade
      Name:  Calypte Biomedical Corporation

                              
	 	 
	 	
                                Address
      for Invoices:

                              	
                                Calypte
      Biomedical Corporation

                              
	 	 
      	
                                15875
      SW 72nd
      Avenue

                              
	 	 
      	
                                Portland,
      OR  97224

                              
	 	 
      	
                                Telephone    
      (503)
      726-2227

                              
	 	 
      	
                                Facsimile       
      (503)
      601-6299

                              
	 	 
      	 
      
	 	
                                Address
      for Notices:

                              	
                                Calypte
      Biomedical Corporation

                              
	 	 
      	
                                15875
      SW 72nd
      Avenue

                              
	 	 
      	
                                Portland,
      OR  97224

                              
	 	 
      	
                                Telephone    
      (503)
      726-2227

                              
	 	 
      	
                                Facsimile       
      (503)
      601-6299

                              
	 	 
      	 
      
	 	
                                Taxpayer
      ID Number:

                              	
                                06-1226727

                              


                      

                    

                  

                

              

            

          

        

      

    

    


    1.4.           Building.  The
approximately 43,482 square foot building shown on Exhibit A (the
"Building").

     

    1.5.           Premises; Premises
Area.  Suite 215 of the Building located at the address
commonly known as 15875 S.W. 72nd Avenue,
Portland, Oregon 97224 as generally shown on the attached Exhibit A (the
"Premises").  The Premises shall consist of approximately
4,741 rentable square feet of office space (the "Premises
Area")

     

    
      
        
        

      

      
        Page
1

        
          

        

      

      
        
        

      

    

     

    1.6.           Outside
Area.  All areas and facilities within the Park (as defined
below) not appropriated to the exclusive occupancy of tenants, including all
non-reserved vehicle parking areas, traffic lanes, driveways, sidewalks,
pedestrian walkways, landscaped areas, signs, service delivery facilities, truck
maneuvering areas, trash disposal facilities, common storage areas, common
utility facilities and all other areas for non-exclusive use (the "Outside
Area").  Landlord reserves the right to change, reconfigure or
rearrange the Outside Area and to do such other acts in and to the Outside Area
as Landlord deems necessary or desirable.

     

    1.7.           Park.  The
project in which the Premises and Building are located (and which includes the
Premises and Building) is commonly known as Oregon Business Park III (the
"Park"), as more particularly described in Exhibit A
attached hereto and incorporated herein.

     

    1.8.                      Permitted
Use.  Tenant shall use the Premises only for general office,
lab and light manufacturing for a biomedical products company (the "Permitted
Use").

     

    1.9.                      Lease
Term.

     

    1.9.1.                      Commencement
Date.  Estimated to be December 1, 2009 (the "Commencement
Date").

     

    1.9.2.                      Expiration
Date.  The last day of the thirtieth (30th) full
calendar month following the Commencement Date (the "Expiration
Date").

     

    1.9.3.                      Number of Full Calendar
Months.  Approximately thirty (30); if the Commencement Date
does not occur on the first day of a month, the Lease Term shall include that
portion of the month in which the Commencement Date occurs which follows the
Commencement Date (the "First Partial Month").

     

    1.10.                      Base
Rent.  Subject to Paragraphs 3 and 4.1, monthly payments
of base rent ("Base Rent") shall be Seven Thousand and No/100 Dollars
($7,000.00) per month.  If the Commencement Date
does not occur on the first day of a month, Base Rent for the First Partial
Month shall be equal to the monthly Base Rent set forth in this Paragraph 1.10
prorated to reflect the number of days during the First Partial
Month.

     

    1.11.                      Security
Deposit.  None.  

     

    1.12.                      Tenant's Proportionate
Share(s).  Subject to Paragraph 8.2,
(i) Tenant's initial proportionate share for Taxes (as defined in Paragraph 8.3) shall be
calculated as set forth in Paragraph 8.2, and
(ii) Tenant's initial proportionate share for Operating Expenses (as
defined in Paragraph 8.4) is
10.903%.

     

    1.13.                      CC&R's.  None.

     

    1.14.                      Landlord's
Work.   Those improvements to the Premises to be
constructed by Landlord pursuant to Paragraph 2.2 and Exhibits B and C
("Landlord's Work").

     

    1.15.                      Guarantor(s).  Intentionally
omitted.

     

    1.16.                      Fiscal
Year.  January 1 through December 31 (each, a "Fiscal
Year").

     

    1.17.                      Base
Year.  The Fiscal Year in 2010.

     

    This
lease (this "Lease") is entered into by Landlord and Tenant described in the
Basic Lease Terms on the date set forth for reference only in the Basic Lease
Terms.

     

    
      	
              2.

            	
              Delivery of Possession and
      Commencement; Landlord's
Work.

            


    

     

    2.1.           Delivery.  Should
Landlord be unable to deliver possession of the Premises on the Commencement
Date stated in the Basic Lease Terms (i) Tenant shall take possession of
the Premises when Landlord notifies Tenant that the Premises are ready for
delivery to Tenant as set forth in this Lease, (ii) the Commencement Date
shall be deferred and Tenant shall owe no rent for the Premises until Landlord
delivers notice tendering possession to Tenant if such delay is not caused by
Tenant or Tenant's employees, agents or contractors.  Landlord shall
have no liability to Tenant for any such delays in the delivery of possession
and neither Landlord nor Tenant shall have the right to terminate this Lease as
the result of such delays; provided, however, that Landlord may cancel this
Lease without liability to Tenant if permission to construct the Premises or use
or furnish necessary utilities to the Premises is denied or revoked by any
governmental agency or public utility with such authority.

     

    
      
        
        

      

      
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2

        
          

        

      

      
        
        

      

       

    

    2.2.         
Landlord's
Work.

     

    2.2.1.                      Landlord's Work;
As-Is.  Landlord shall construct tenant improvements within the
Premises as described in Exhibits B and C
("Landlord's Work").  Landlord's Work shall be constructed in a
workmanlike manner, using industry standard materials specified to Oregon
Business Park III finish standards.  Tenant has deposited with
Landlord under the Existing Lease, as defined in Paragraph 24.1, the sum of
Forty-Seven Thousand Two Hundred Fifty-Eight and No/100 Dollars ($47,258.00) as
a security deposit for the Existing Lease (the "Existing Security
Deposit").  Landlord shall, and Tenant agrees, to apply the Existing
Security Deposit to Landlord's Work.  The cost and expense of
Landlord's Work, including the costs of architectural and engineering costs,
permit fees, construction materials and labor construction shall be charged
against the Existing Security Deposit.  Any costs for Landlord's Work
that exceeds the remaining balance of the Existing Security Deposit shall be at
Tenant's expense.  If Tenant requests any changes with respect to
Landlord's Work from the Construction Approval Items approved by Landlord and
Tenant as set forth in Paragraph 2.2.2 below, all
additional costs incurred or to be incurred in connection with such changes must
be paid to Landlord in full in cash by Tenant, and such payments must be made by
Tenant within ten (10) days following Landlord’s written request
therefor.

     

    2.2.2.                      Landlord
and Tenant agree that the space plan, the construction documents and the cost of
construction of Landlord's Work (the "Construction Approval Items") shall be
approved by Landlord and Tenant.  Landlord reserves the right to
approve or disapprove the Construction Approval Items in Landlord's sole
discretion.

     

    2.2.3.                      The
Premises shall be delivered to Tenant with Landlord's Work substantially
completed as set forth in Paragraph 2.2 and Exhibits B and C.  The
existence of any "punchlist"-type items shall not postpone the Commencement Date
of this Lease.  Tenant hereby acknowledges that Tenant has inspected
the Premises and, subject to the performance of Landlord's Work, agrees to
accept the same "AS IS" and in their present condition, and without any
representation or warranty by or from Landlord as to the condition of the
Premises, the habitability of the Premises, the fitness of the Premises for the
Permitted Use and/or the conduct of Tenant's business in the Premises, or the
zoning of the Premises.  If Tenant or Tenant's employees, agents or
contractors cause construction of Landlord's Work to be delayed, the
Commencement Date shall be the date that, in the opinion of Landlord's architect
or space planner, substantial completion would have occurred if such delays had
not taken place.

     

    
      	
              3.

            	
              Lease
      Term; Early Occupancy.

            


    

     

    The term
of this Lease shall commence on the Commencement Date and expire on the
Expiration Date (the "Lease Term").  If Tenant occupies the Premises
prior to the Commencement Date with Landlord's permission ("Early Entry"), the
Expiration Date shall be unchanged by such Early Entry.  All
provisions of this Lease shall be in effect from the date of Early Entry,
however Base Rent, Operating Expenses and Taxes shall be abated until the
Commencement Date.  The Expiration Date of this Lease shall be the
date stated in the Basic Lease Terms or, if delivery of the Premises is delayed
as set forth in Paragraph 2.1 or Paragraph 2.2.1, the last day
of the calendar month that is the number of full calendar months stated in the
Basic Lease Terms from the month in which the Commencement Date
occurs.  Landlord and Tenant shall each have a one (1)-time right
to obtain written confirmation of the Commencement Date and Expiration Date,
which written confirmation shall be delivered by the other party within
fifteen (15) days following receipt of written request from either Landlord
or Tenant.

     

    
      
        
        

      

      
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3

        
          

        

      

      
        
        

      

       

    

    
      	
              4.

            	
              Rent
      Payment.

            


    

     

    4.1.           Base Rent; Additional
Rent.  Tenant shall pay to Landlord the Base Rent for the
Premises set forth in the Basic Lease Terms and all amounts other than Base Rent
that this Lease requires ("Additional Rent") without demand, deduction or
offset.  Payment shall be made in U.S. currency by checks payable to
Landlord and mailed to the address for rent payments as set forth above or as
otherwise may be designated in writing by Landlord.  Simultaneous with
Tenant's execution and delivery of this Lease to Landlord, Tenant shall pay
Seven Thousand and No/100 Dollars ($7,000.00) for the Base Rent for the first
full month of the Lease Term.  Thereafter, Base Rent and Additional
Rent shall be payable in advance on the first day of each month during the Lease
Term.  Base Rent and Additional Rent for any partial month during the
Lease Term shall be prorated to reflect the number of days during the relevant
month.  Payment by Tenant or receipt by Landlord of any amount less
than the full Base Rent or Additional Rent due from Tenant, or any disbursement
or statement on any check or letter accompanying any check or rent payment,
shall not in any event be deemed an accord and satisfaction.  Landlord
may accept such check or payment without prejudice to Landlord's right to
recover the balance of such rental or pursue any other remedy provided in this
Lease.

     

    4.2.           Lockbox
Payments.  If Landlord directs Tenant to pay Base Rent,
Additional Rent or other charges under this Lease to a "lockbox" or other
depository whereby checks issued in payment of such items are initially cashed
or deposited by a person or entity other than Landlord (albeit on Landlord's
authority) then, for any and all purposes under this Lease: (i) Landlord
shall not be deemed to have accepted such payment until five (5) days after the
date on which Landlord shall have actually received such funds,
(ii) Landlord shall be deemed to have accepted such payment if (and only
if) within said five (5) day period, Landlord shall not have refunded (or
attempted to refund) such payment to Tenant and (iii) Landlord shall not be
bound by any endorsement or statement on any check or any letter accompanying
any check or payment and no such endorsement, statement or letter shall be
deemed an accord and satisfaction.  Landlord or Landlord's bank may
accept such check or payment without prejudice to Landlord's right to recover
the balance of such rent or pursue any other remedy provided in this Lease, at
law or in equity.

     

    
      	
              5.

            	
              Security
      Deposit.

            


    

     

    Intentionally
omitted.

     

    
      	
              6.

            	
              Use
      of the Premises; Hazardous
Substances.

            


    

     

    6.1.           Permitted
Use.  Subject to Tenant's acknowledgment set forth in Paragraph 2.2.1, the Premises
shall be used for the Permitted Use set forth in the Basic Lease Terms and for
no other purpose without Landlord's prior written consent which may be withheld
in Landlord's sole and absolute discretion.

     

    6.2.           Compliance with Applicable
Laws and Requirements.  In connection with its use, Tenant
shall at its expense comply with all applicable laws, ordinances, regulations,
codes and orders of any governmental or other public authority including without
limitation, any and all Environmental Laws as defined in Paragraph 6.7.6 (together with
any supplements or modifications thereto, "Applicable Laws"), and also
including, without limitation, those requiring alteration of the Premises
because of Tenant's specific use or required pursuant to Paragraph 6.7; shall create no
nuisance nor allow any objectionable liquid, odor, or noise to be emitted from
the Premises; shall store no gasoline or other highly combustible materials on
the Premises which would violate any applicable fire code or regulation nor
conduct any operation that shall increase Landlord's fire insurance rates for
the Premises, the Building or the Park; shall not invalidate or impair any roof
warranty; and shall not overload the floors or electrical circuits of the
Premises.  Tenant, at Tenant's sole cost and expense, shall obtain and
maintain any and all permits and licenses required in order for Tenant to
operate the Permitted Use in the Premises.  Any power-driven machinery
or equipment which Tenant proposes to install shall be subject to Landlord's
prior written consent; without limiting the foregoing, such consent may be
conditioned upon Tenant retaining at Tenant's sole cost and expense (i) a
qualified electrician selected by Landlord whose opinion shall control regarding
electrical circuits and (ii) a qualified engineer or architect selected by
Landlord whose opinion shall control regarding floor loads.  Allowable
ground floor load shall not exceed five hundred (500) pounds per square
foot.

     

    
      
        
        

      

      
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4

        
          

        

      

      
        
        

      

       

    

    6.3.           Storage.  Without
limiting the foregoing and subject to Paragraph 6.5, Tenant, at
Tenant's sole cost and expense, shall make such alterations and additions to the
Premises and the Building required due to Tenant's racking configuration and
storage of products within the Premises.  Such alterations and
additions to the Premises may be required for compliance with applicable
building and fire codes, and may include, without limitation, installation of
fire rated separation walls, fire sprinkler system upgrades, racking sprinklers,
smoke vents, curtain boards, small hose stations and firefighter
entrances.

     

    6.4.           Signage.  Tenant,
at Tenant's sole cost and expense, may erect a sign stating its name after first
securing Landlord's written approval of the size, color, design, wording and
location.  All signage and the installation and maintenance thereof
shall comply with all Applicable Laws and Landlord's then current signage
criteria for the Park.  No signs shall be painted on the Building or
exceed the height of the Building.  All signs installed by Tenant
shall be removed, at Tenant's sole cost and expense, upon termination of this
Lease with the sign location restored to its former state.

     

    6.5.           Alterations.  Tenant
shall make no alterations, additions or improvements to the Premises without
Landlord's prior written consent as provided herein and without a valid building
permit issued by the appropriate governmental agency.  To the extent
that any alterations, additions or improvements to the Premises constitute
"Major Alterations" (as defined below), Landlord may withhold its consent in
Landlord's sole and absolute discretion; otherwise, Landlord's consent to any
alterations, additions or improvements to the Premises other than Major
Alterations shall not be unreasonably withheld.  As used herein,
"Major Alterations" shall mean any alterations, additions or improvements
(i) which are visible from outside the Premises and/or Building (including
design and aesthetic changes), and/or (ii) to the exterior of the Building,
the roof of the Building, the heating, ventilation and/or air conditioning
systems serving the Premises, the fire sprinkler, plumbing, electrical,
mechanical and/or any other systems serving the Premises, any interior,
load-bearing walls, the foundation and/or the slab of the
Building.  Tenant shall notify Landlord in writing at least fifteen
(15) days prior to commencement of any such work to enable Landlord to post a
Notice of Non-Responsibility or other notice deemed proper before the
commencement of such work.  Any and all such alterations, additions or
improvements shall comply with all Applicable Laws including, without
limitation, obtaining any required permits or other governmental
approvals.  Upon termination of this Lease, any alterations, additions
and improvements (including without limitation all electrical, lighting,
plumbing, heating and air-conditioning equipment, doors, windows, partitions,
drapery, carpeting, shelving, counters, and physically attached fixtures) made
by Tenant shall at once become part of the realty and belong to Landlord unless
the terms of the applicable consent provide otherwise, or Landlord requests that
part or all of the additions, alterations or improvements be
removed.  In such case, Tenant, at its sole cost and expense, shall
promptly remove the specified additions, alterations or improvements and shall
fully repair and restore the relevant portion(s) of the Premises to the
condition in which Tenant is otherwise required to surrender the Premises under
Paragraph 17.1.

     

    6.6.           Cabling.  Tenant
shall not install or cause to be installed any cabling or wiring (collectively,
"Cabling") without the prior written consent of Landlord as provided in Paragraph 6.5.  Any
installation of Cabling shall be performed pursuant to Paragraph 6.5, shall meet the
requirements of the National Electrical Code (as may be amended from time to
time), and shall comply with all Applicable Laws.  On or prior to the
expiration or earlier termination of this Lease, Tenant, at Tenant's sole cost
and expense, shall remove all Cabling so installed unless Landlord, in its sole
and absolute discretion, elects in writing to waive this
requirement.  Any Cabling removed by Tenant shall be disposed of by
Tenant, at Tenant's sole cost and expense, in accordance with all Applicable
Laws.

     

    6.7.           Hazardous
Substances.

     

    6.7.1.                      Use of Hazardous
Substances.  Tenant shall not cause or permit any Hazardous
Substances (as defined in Paragraph 6.7.6) to be spilled,
leaked, disposed of or otherwise released on, under or about the Premises, the
Outside Area or any other portion of the Park.  Subject to the
provisions of this Paragraph 6.7, (i) Tenant
may use and sell on the Premises only those Hazardous Substances typically used
and sold in the prudent and safe operation of the Permitted Use, and
(ii) Tenant may store such Hazardous Substances on the Premises, but only
in quantities necessary to satisfy Tenant's reasonably anticipated
needs.  In addition to complying with Paragraph 6.2, Tenant shall
exercise the highest degree of care in the use, handling and storage of
Hazardous Substances and shall take all practicable measures to minimize the
quantity and toxicity of Hazardous Substances used, handled or stored on the
Premises.

     

    
      
        
        

      

      
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5

        
          

        

      

      
        
        

      

       

    

    6.7.2.                      Notice of
Release.  Tenant shall notify Landlord, including delivery of
notice by facsimile (in addition to delivery of notice as set forth in Paragraph 23.7), immediately
upon becoming aware of the following:  (i) any spill, leak, disposal
or other release of any Hazardous Substances on, under or about the Premises,
the Outside Area or any other portion of the Park; (ii) any notice or
communication from a governmental agency or any other person relating to any
Hazardous Substances on, under or about the Premises; or (iii) any
violation of any Environmental Laws with respect to the Premises or Tenant's
activities on or in connection with the Premises.

     

    6.7.3.                      Spills and
Releases.  In the event of a spill, leak, disposal or other
release of any Hazardous Substances on, under or about the Premises, the Outside
Area or any other portion of the Park caused by Tenant or any of its
contractors, agents or employees or invitees, or the suspicion or threat of the
same, Tenant shall (i) immediately undertake all emergency response
necessary to contain, cleanup and remove the released Hazardous Substance(s),
(ii) promptly undertake all investigatory, remedial, removal and other
response action necessary or appropriate to ensure that any Hazardous Substances
contamination is eliminated to Landlord's reasonable satisfaction, and
(iii) provide Landlord copies of all correspondence with any governmental
agency regarding the release (or threatened or suspected release) or the
response action, a detailed report documenting all such response action, and a
certification that any contamination has been eliminated.  All such
response action shall be performed, all such reports shall be prepared and all
such certifications shall be made by an environmental consultant reasonably
acceptable to Landlord.

     

    6.7.4.                      Investigations.  If
Landlord at any time during the Lease Term (including any holdover period)
reasonably believes that Tenant is not complying with any of the requirements of
this Paragraph 6.7, Landlord may
require Tenant to furnish to Landlord, at Tenant's sole expense and within
thirty (30) days following Landlord's request therefor, an environmental
audit or any environmental assessment with respect to the matters of concern to
Landlord.  Such audit or assessment shall be prepared by a qualified
consultant acceptable to Landlord.

     

    6.7.5.                      Indemnity.

     

    (i)           Tenant's
Indemnity.  Tenant shall indemnify, defend and hold harmless
Landlord, its employees and agents, any persons holding a security interest in
the Premises or any other portion of the Park, and the respective successors and
assigns of each of them, for, from and against any and all claims, demands,
liabilities, damages, fines, losses (including without limitation diminution in
value), costs (including without limitation the cost of any investigation,
remedial, removal or other response action required by Environmental Laws) and
expenses (including without limitation attorneys fees and expert fees in
connection with any trial, appeal, petition for review or administrative
proceeding) arising out of or in any way relating to the use, treatment,
storage, generation, transport, release, leak, spill, disposal or other handling
of Hazardous Substances on, under or about the Premises by Tenant or any of its
contractors, agents or employees or invitees.  Landlord's rights under
this Paragraph 6.7.5(i) are in addition
to and not in lieu of any other rights or remedies to which Landlord may be
entitled under this Lease or otherwise.  In the event any action is
brought against Landlord by reason of any such claim, Tenant shall resist or
defend such action or proceeding by counsel reasonably satisfactory to Landlord
upon Landlord's demand.  The obligation to indemnify, defend and hold
harmless shall include, without limitation, (A) reasonable costs incurred
in connection with investigation of site conditions, (B) reasonable costs
of any cleanup, remedial, removal or restoration work required by any federal,
state or local governmental agency or political subdivision with respect to
Hazardous Substances, (C) diminution in value of the Premises and/or any
other portion of the Park, (D) damages arising from any adverse impact on
marketing of space in the Building and/or any other portion of the Park,
(E) reasonable sums paid in settlement of claims, attorneys fees,
consultant and laboratory fees and expert fees, and (F) the value of any
loss of the use of the Premises or any other portion of the Park or any part
thereof.  Tenant's obligations under this Paragraph 6.7.5(i) shall survive the
expiration or termination of this Lease for any reason.

     

    
      
        
        

      

      
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    (ii)           Landlord's
Indemnification.  Landlord shall indemnify, defend and hold
harmless Tenant and its employees and agents and the respective successors and
assigns of each of them, for, from and against any and all claims, demands,
liabilities, damages, fines, losses (including without limitation diminution in
value), costs (including without limitation the cost of any investigation,
remedial, removal or other response action required by Environmental Laws) and
expenses (including without limitation attorneys fees and expert fees in
connection with any trial, appeal, petition for review or administrative
proceeding) arising out of or in any way relating to the actual or alleged use,
treatment, storage, generation, transport, release, leak, spill, disposal or
other handling of Hazardous Substances on the Premises by Landlord, or any of
its tenants, contractors, agents or employees or by Landlord's previous tenants
of the Premises.  Tenant's rights under this Paragraph 6.7.5(ii) are in addition
to and not in lieu of any other rights or remedies to which Tenant may be
entitled under this Lease or otherwise.  In the event any action is
brought against Tenant by reason of any such claim, Landlord shall resist or
defend such action or proceeding by counsel reasonably satisfactory to Tenant
upon Tenant's demand.  The obligation to indemnify, defend and hold
harmless shall include, without limitation, reasonable sums paid in settlement
of claims, attorneys fees, consultant and laboratory fees and expert
fees.  Landlord's obligations under this Paragraph 6.7.5(ii) shall survive
the expiration or termination of this Lease for any reason.

     

    6.7.6.                      Definitions.  The
term "Environmental Laws" shall mean any and all federal, state, or local laws,
statutes, rules, regulations, ordinances, or judicial or administrative decrees
or orders relating to: (i) health, safety or environmental protection;
(ii) the emissions, discharges, releases or threatened releases of
pollutants, contaminants or toxic or hazardous materials into the environment
(including, without limitation, ambient air, surface water, ground water or
subsurface strata); or (iii) the use, storage, treatment, transportation,
manufacture, refinement, handling, production or disposal of, or exposure to
pollutants, contaminants or toxic or hazardous materials, including, without
limitation, the Comprehensive Environmental Response, Compensation and Liability
Act, 42 USC §9601 et
seq. ("CERCLA"), as amended and judicially and administratively
interpreted through the date hereof, and all regulations promulgated thereunder
as of such date.  The term "Hazardous Substance" (collectively,
"Hazardous Substances") shall mean: (i) any products, materials, solvents,
elements, compounds, chemical mixtures, contaminants, pollutants, or other
substances identified as toxic or hazardous under CERCLA or any other
Environmental Laws; and (ii) the following substances: PCBs, gasoline,
kerosene or other petroleum products, toxic pesticides and herbicides, volatile
and/or chlorinated solvents, materials containing asbestos or formaldehyde and
radioactive materials.

     

    
      	
              7.

            	
              Utility
      Charges; Building Maintenance.

            


    

     

    7.1.           Utility
Charges.  Tenant shall pay when due all charges for
electricity, natural gas, water, garbage collection, janitorial service, sewer,
and all other utilities of any kind furnished to the Premises during the Lease
Term.  If charges are not separately metered or stated, Landlord shall
apportion the utility charges on an equitable basis and Tenant shall pay such
charges to Landlord within ten (10) days following receipt by Tenant of
Landlord's statement for such charges.  Landlord shall have no
liability resulting from any interruption of utility services caused by fire or
other casualty, strike, riot, vandalism, the making of necessary repairs or
improvements, or any other cause beyond Landlord's reasonable
control.  Tenant shall control the temperature in the Premises to
prevent freezing of any sprinkler system.

     

    7.2.           Landlord Maintenance and
Repairs.

     

    7.2.1.                      Landlord's
maintenance, repair and replacement obligations which are paid by Landlord and
not reimbursed by Tenant are set forth in this Paragraph 7.2.1.  Landlord,
at its own cost and expense, shall be responsible only for (i) roof
replacement, (ii) repair and replacement of the foundation of the Building
and (iii) repair and replacement of the structural elements of the
Building.  The terms "roof" and "walls" as used herein shall not
include windows, glass or plate glass, doors, special store fronts or office
entries.  Tenant shall immediately give Landlord written notice of
defect or need for repairs required per the terms of this Lease, following the
receipt of which Landlord shall promptly repair same or cure such
defect.  Landlord's liability with respect to any defects, repairs,
replacement or maintenance for which Landlord is responsible hereunder shall be
limited to the cost of such repairs or maintenance or the curing of such defect,
except to the extent Landlord's failure to repair or cure the relevant item
results in a default by Landlord under Paragraph 16 of this
Lease.  Tenant waives any right now or hereafter granted by law to
make any repairs which are the responsibility of Landlord upon Landlord's
failure to make such repairs.

     

    
      
        
        

      

      
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    7.2.2.                      Landlord
is responsible for performing the maintenance, repairs and replacements of
(i) the exterior paved areas and curbs of the Premises, (ii) all
landscaping of the Premises, (iii) the exterior walls of the Building
(including painting), gutters, downspouts and roof repairs, (iv) sprinkler
systems and main sewage line(s) and (v) any other maintenance, repair or
replacement items normally associated with the foregoing.  The
foregoing costs and expenses of such repair, replacement, maintenance and other
such items shall be included as part of Operating Expenses and Tenant shall be
responsible for paying its proportionate share thereof.  The amount of
Tenant's rental obligation set forth in Paragraph 1.10 does not include
the cost of such items and Landlord's performance of repair, replacement,
maintenance and other items, is not a condition to payment of such rental
obligations.

     

    7.3.           Tenant Maintenance and
Repairs.  Tenant, at its own cost and expense, shall keep all
parts of the Premises (except for those for which Landlord is expressly
responsible hereunder) neatly maintained and in good condition and repair,
ordinary wear and tear, casualty and condemnation excepted, and promptly make
all necessary repairs and replacements (except for replacements by Landlord per
Paragraph 7.2) to the
Premises.  Without limiting the generality of the foregoing, Tenant's
responsibility shall include (i) maintenance and repair of any portion of
the electrical system which exclusively serves the Premises, above-slab
plumbing, and all drainpipes and sewer line(s) exclusively serving the Premises,
(ii) maintenance, repair and replacement of overhead and personnel doors,
(iii) replacement of all broken or cracked glass within or on the exterior
of the Premises with glass of the same quality and type, and (iv) pest
control and janitorial service.  Tenant shall refrain from any
discharge that will damage the septic tank or sewers serving the
Premises.  Tenant shall maintain all hot water, heating and air
conditioning systems and equipment within the Premises per manufacturer's
guidelines, including entering into and maintaining a maintenance contract
providing for not less than quarterly inspections with a service company
approved by Landlord in its reasonable discretion.  If the Premises
have a separate entrance, Tenant shall keep the sidewalks abutting the Premises
or the separate entrance free and clear of snow, ice, debris, and obstructions
of every kind.

     

    7.4.           Security.  Tenant
acknowledges and agrees that Tenant is responsible for securing the Premises and
that Landlord does not, and shall not be obligated to, provide any police
personnel or other security services or systems for any portion of the Premises,
Building, Outside Area and/or Park.

     

    7.5.           Interference.  Landlord
shall have no liability for interference with Tenant's use when making
alterations, improvements or repairs to the Building, Outside Area or the Park
provided the work is performed in a reasonable manner.

     

    
      	
              8.

            	
              Taxes,
      Assessments and Operating Expenses.

            


    

     

    8.1.           Payments.  If
Operating Expenses or Taxes for any Fiscal Year following the Base Year exceed
the Operating Expenses or Taxes (as may be applicable) paid or incurred during
the Base Year, Tenant shall pay a monthly sum as Additional Rent representing
Tenant's proportionate share of such increase in Operating Expenses and/or
Taxes.  Operating Expenses and Taxes shall be prorated with respect to
years in which this Lease is in effect for less than an entire Fiscal
Year.  Commencing January 1 of the first Fiscal Year following
the Base Year and for each year thereafter, Landlord shall estimate in good
faith the amount by which Operating Expenses or Taxes are anticipated to
increase for that Fiscal Year over the respective Base Year
amounts.  Landlord shall compute Tenant's proportionate share of such
estimated increases and Tenant shall pay one-twelfth (1/12) of the
estimated increases in Tenant's proportionate share of Operating Expenses and
Taxes as Additional Rent on the first day of each month thereafter during the
Lease Term.  After the conclusion of each Fiscal Year following the
Base Year, Landlord shall compute the actual increases in Operating Expenses and
Taxes.  Any overpayment by Tenant shall be credited against payments
of Additional Rent to be made by Tenant under this Lease, and any deficiency
shall be paid by Tenant within fifteen (15) days after receipt of Landlord's
statement; provided, however, that in no event shall Tenant be entitled to a
refund for a decrease in Operating Expenses or Taxes below the relevant Base
Year amount.  Landlord's records of expenses for Taxes and Operating
Expenses may be inspected by Tenant not more than one (1) time per annum at
reasonable times upon thirty (30) days prior notice to Landlord; provided,
however, that Tenant shall not retain any third party auditor on a contingency
fee basis to perform any such audit or inspection.

     

    
      
        
        

      

      
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    8.2.           Tenant's Proportionate
Share.  Tenant's proportionate share of Taxes shall mean that
percentage which the Premises Area set forth in the Basic Lease Terms bears to
the total rentable square footage of all buildings covered by the tax statement
for the Taxes.  Tenant's proportionate share of Operating Expenses for
the Building shall be computed by dividing the Premises Area by the total
rentable area of the Building.  If in Landlord's reasonable judgment
either of these methods of allocation results in an inappropriate allocation to
Tenant, Landlord shall select some other reasonable method of determining
Tenant's proportionate share.

     

    8.3.           Taxes
Charged.  As used herein, "Taxes" means all taxes, assessments
and/or governmental charges of any kind and nature assessed against the
Premises, the Building or the Park during the Lease Term and shall include all
general real property taxes, all general and special assessments payable in
installments, and any rent tax, tax on Landlord's interest under this Lease, or
any tax in lieu of the foregoing, whether or not any such tax is now in
effect.  Landlord shall have the right to employ a tax consulting firm
to attempt to assure a fair tax burden on the Building and grounds within the
applicable taxing jurisdiction, and Tenant agrees to pay its proportionate share
(calculated in the same manner as Tenant's proportionate share of Taxes) of the
cost of such consultant.  Tenant shall not, however, be obligated to
pay any tax based upon Landlord's net income.  In addition, Tenant
shall be liable for all taxes levied or assessed against any personal property
or fixtures placed in the Premises.  If any such taxes are levied or
assessed against Landlord or Landlord's property and (i) Landlord pays the
same or (ii) the assessed value of Landlord's property is increased by
inclusion of such personal property and fixtures and Landlord pays the increased
taxes, then, within thirty (30) days following receipt by Tenant of a copy
of the applicable tax bill with Landlord's written request for payment thereof,
Tenant shall pay to Landlord such taxes as part of Tenant's payment of
Taxes.

     

    8.4.           Operating
Expenses.  "Operating Expenses" charged to Tenant hereunder
shall mean all costs incurred by Landlord in connection with owning, operating,
maintaining, repairing and replacing the Premises, Building, and all other
portions of the Park including, without limitation, the cost of all utilities or
services not paid directly by Tenant, property insurance, liability insurance,
property management, maintenance, repair and replacement of landscaping, parking
areas, and any other common facilities, and performing Landlord's obligations
under Paragraph 7.2.2.  Operating
Expenses shall include without limitation, the following: (i) reserves for
roof repair, exterior painting and other appropriate reserves; (ii) the
cost, including interest at ten percent (10%) per annum, amortized over its
useful life, of any capital improvement made to any portion of the Park by
Landlord after the date of this Lease which is required under any Applicable
Laws that were not applicable to the relevant portion of the Park at the time
the relevant portion of the Park was constructed; (iii) the cost, including
interest at ten percent (10%) per annum, amortized over its useful life, of
installation of any device or other equipment which improves the operating
efficiency of any system within the Park and thereby reduces Operating Expenses;
and (iv) maintenance, repair and replacement items which have a reasonable
life expectancy in excess of five (5) years and which, if charged to
Operating Expenses in one (1) year, would unreasonably distort total
Operating Expenses for that year and therefore the cost thereof is being spread
over the reasonable life expectancy of the work performed.  Operating
Expenses shall not include roof replacement, correction of the Building
foundation and/or correction of deficiencies in structural elements of the
Building.

     

    
      	
              9.

            	
              Parking
      and Storage Areas.

            


    

     

    9.1.           Parking.  Subject
to the provisions of this Paragraph 9, Tenant, its
employees, agents, contractors and invitees shall have the non-exclusive right
to use the common driveways and truck court areas located in the Outside Area,
subject to the parking rights and rights of ingress and egress of other
occupants.  In addition, Tenant, its employees, agents, contractors
and invitees shall have the non-exclusive right to use any private parking
spaces immediately adjacent to the Premises.  Tenant's parking shall
not be reserved and shall be limited to vehicles no larger than standard size
automobiles, or standard size pickups or sport utility
vehicles.  Under no circumstances shall overnight parking be allowed,
nor shall trucks, trailers or other large vehicles serving the Premises
(i) be used for any purpose other than for the loading and unloading of
goods and materials or (ii) be permitted to block streets and/or ingress
and egress to and from the Park.  Temporary parking of large delivery
vehicles in the Park may be permitted only with Landlord's prior written
consent.  Vehicles shall be parked only in striped parking spaces and
not in driveways, loading areas or other locations not specifically designated
for parking.  Handicapped spaces shall only be used by those legally
permitted to use them.  Per Paragraph 1.6 of this Lease,
Landlord reserves the right to grant parking rights (exclusive and otherwise)
within the relevant portions of the Outside Area to occupants of the
Park.

     

    
      
        
        

      

      
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    9.2.           Storage
Areas.  Tenant shall not store any materials, supplies or
equipment outside in any unapproved or unscreened area.  If Tenant
erects any visual barriers for storage areas, Landlord shall have the right to
approve the design and location, which approval may be withheld or conditioned
in Landlord's sole and absolute discretion and all of which shall be removed
upon the expiration or earlier termination of this Lease as and if required by
Landlord.  Trash and garbage receptacles shall be kept covered at all
times.

     

    
      	
              10.

            	
              Tenant's
      Indemnification.

            


    

     

    Except to
the extent waived by Paragraph 11.3, Tenant shall
indemnify, defend and hold harmless Landlord from any claim, loss or liability
arising out of or related to any action or inaction of Tenant or its employees,
contractors, agents or invitees (including, without limitation, any breach by
Tenant of this Lease) or any condition of the Premises in the possession or
under the control of Tenant unless caused by the negligence or willful
misconduct of Landlord.  In the event any action is brought against
Landlord by reason of any such claim, Tenant shall resist or defend such action
or proceeding by counsel reasonably satisfactory to Landlord upon Landlord's
demand.  Landlord shall have no liability to Tenant for any injury,
loss or damage caused by third parties, or by any condition of the Premises,
except to the extent caused by Landlord's gross negligence or willful
misconduct, or Landlord's default under this Lease which continues beyond any
applicable notice and cure periods.  The obligations under this Paragraph 10 shall survive
termination of this Lease.

     

    
      	
              11.

            	
              Insurance;
      Waiver of Subrogation.

            


    

     

    11.1.                      Landlord.  Landlord
shall keep the Premises insured against fire and other risks covered by a
"Causes of Loss - Special Form" property insurance policy and against such other
losses (including, without limitation earthquake, earth movement and flood) as
Landlord may deem reasonable.

     

    11.2.                      Tenant.  Tenant
shall keep all of Tenant's property on the Premises insured against fire and
other risks covered by a "Causes of Loss - Special Form" property insurance
policy in an amount equal to the replacement cost of such property, the proceeds
of which shall, so long as this Lease is in effect, be used for the repair or
replacement of the property so insured.  Tenant shall also carry
commercial general liability insurance written on an occurrence basis with
policy limits of not less than Two Million and No/100 Dollars ($2,000,000) each
occurrence, which initial amount shall be subject to periodic increase based
upon inflation, increased liability awards, recommendation of Landlord's
professional insurance advisers and other relevant factors.  In
addition, if Tenant's use of the Premises includes any activity or matter that
would be excluded from coverage under a commercial general liability policy,
Tenant shall obtain such endorsements to the commercial general liability policy
or otherwise obtain insurance to insure all liability arising from such activity
or matter in such amounts as Landlord may reasonably require.  Such
commercial general liability insurance shall be (i) provided by an insurer
or insurers who are approved to issue insurance policies in the State in which
the Premises is located and have an A.M. Best financial strength rating of A- or
better and financial size category of VII or larger, and (ii) shall be
evidenced by a certificate delivered to Landlord on or prior to the Commencement
Date and annually thereafter stating that the coverage shall not be cancelled or
materially altered without thirty (30) days advance written notice to
Landlord.  Landlord shall be named as an additional insured on such
policy together with, upon written request from Landlord, Landlord's mortgagee
and Landlord's managing agent.

     

    11.3.                      Waiver of
Subrogation.  Landlord and Tenant each hereby releases the
other, and the other's partners, officers, directors, members, agents and
employees, from any and all liability and responsibility to the releasing party
and to anyone claiming by or through it or under it, by way of subrogation or
otherwise, for all claims, or demands whatsoever which arise out of damage or
destruction of property occasioned by perils which can be insured by a "Causes
of Loss - Special Form" and/or "special coverage" insurance form, including
endorsements extending coverage to the perils of earthquake, earth movement and
flood.  Landlord and Tenant grant this release on behalf of themselves
and their respective insurance companies and each represents and warrants to the
other that it is authorized by its respective insurance company to grant the
waiver of subrogation contained in this Paragraph 11.3.  This
release and waiver shall be binding upon the parties whether or not insurance
coverage is in force at the time of the loss or destruction of property referred
to in this Paragraph 11.3.

     

    
      
        
        

      

      
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              12.

            	
              Property
      Damage.

            


    

     

    12.1.                      Notice; Total
Destruction.  Tenant shall immediately give written notice to
Landlord if the Premises or the Building are damaged or destroyed.  If
the Premises or the Building should be totally destroyed or so damaged by an
insured peril in an amount exceeding thirty percent (30%) of the full
construction replacement cost of the Building or Premises, respectively (as used
herein, the "Damage Threshold"), Landlord may elect to terminate this Lease as
of the date of the damage by notice of termination in writing to Tenant within
thirty (30) days after such date, in which event all unaccrued rights and
obligations of the parties under this Lease shall cease and terminate except to
the extent such obligations specifically survive termination of this
Lease.

     

    12.2.                      Partial
Destruction.  If the Building or the Premises should be damaged
by an insured peril which does not meet the Damage Threshold, or if damage or
destruction meeting the Damage Threshold occurs but Landlord does not elect to
terminate this Lease, this Lease shall not terminate and Landlord shall restore
the Premises to substantially its previous condition, except that Landlord shall
not be required to rebuild, repair or replace any part of the partitions,
fixtures, alterations, additions and other improvements required to be covered
by Tenant's insurance pursuant to Paragraph 11.2.  If
the Premises are untenantable in whole or part during the period commencing upon
the date of the occurrence of such damage and ending upon substantial completion
of Landlord's required repairs or rebuilding, Base Rent shall be reduced during
such period to the extent the Premises are not reasonably usable by Tenant for
the Permitted Use.

     

    12.3.                      Damage Near End of Lease
Term.  If the damage to the Premises or Building occurs during
the last twelve (12) months of the Lease Term in an amount exceeding
twenty-five percent (25%) of the full construction replacement cost of the
Building or Premises, respectively, either Landlord or Tenant may elect to
terminate this Lease as of the date the damage occurred, regardless of the
sufficiency of any insurance proceeds.  The party electing to
terminate this Lease shall give written notification to the other party of such
election within thirty (30) days after Tenant's notice to Landlord of the
occurrence of the damage, in which event all unaccrued rights and obligations of
the parties under this Lease shall cease and terminate except to the extent such
obligations specifically survive termination of this Lease.

     

    12.4.                      Repair of
Damage.  All repairs made by Landlord pursuant to this Paragraph 12 shall be
accomplished as soon as is reasonably possible, subject to force majeure as
described in Paragraph 23.1.  Landlord's
good faith estimate of the cost of repairs of any damage, or of the replacement
cost of the Premises or the Building, shall be conclusive as between Landlord
and Tenant.  The repair and restoration of the Premises shall be made
pursuant to plans and specifications developed by Landlord in Landlord's sole
and absolute discretion and judgment, and such plans and specifications shall
exclude all equipment, fixtures, improvements and alterations installed by
Tenant.  All insurance proceeds for repairs shall be payable solely to
Landlord, and Tenant shall have no interest therein.  Nothing herein
shall be construed to obligate Landlord to expend monies in excess of the
insurance proceeds received by Landlord.  Landlord shall be
responsible for the insurance deductible, unless the loss is caused by Tenant or
Tenant's agents, employees, officers or representatives, in which case, and
notwithstanding the provisions of Paragraph 11.3, Tenant shall be
responsible for the amount of the deductible.

     

    12.5.                      Other
Damage.  If the Premises or the Building is substantially or
totally destroyed by any cause whatsoever which is not covered by the foregoing
provisions of this Paragraph 12, this Lease shall
terminate as of the date the destruction occurred; provided, however, that if
the damage does not meet the Damage Threshold, Landlord may elect (but will not
be required) to rebuild the Premises at Landlord's own expense, in which case
this Lease shall remain in full force and effect.  Landlord shall
notify Tenant of such election within thirty (30) days after the
casualty.

     

    
      
        
        

      

      
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              13.

            	
              Condemnation.

            


    

     

    13.1.                      Partial
Taking.  If a portion of the Premises is condemned and Paragraph 13.2 does not apply,
this Lease shall continue on the following terms:

     

    13.1.1.                      Landlord
shall be entitled to all of the proceeds of condemnation, and Tenant shall have
no claim against Landlord as a result of the condemnation.

     

    13.1.2.                      Landlord
shall proceed as soon as reasonably possible to make such repairs and
alterations to the Premises as are necessary to restore the remaining Premises
to a condition as comparable as reasonably practicable to that existing at the
time of condemnation.  Landlord need not incur expenses for
restoration in excess of the amount of condemnation proceeds received by
Landlord after payment of all reasonable costs, expenses and attorneys fees
incurred by Landlord in connection therewith.

     

    13.1.3.                      Rent
shall be abated during the period of restoration to the extent the Premises are
not reasonably usable by Tenant for the use permitted by Paragraph 6.1, and rent shall
be reduced for the remainder of the Lease Term in an amount equal to the
reduction in rental value of the Premises caused by the taking.

     

    13.2.                      Total
Taking.  If a condemning authority takes the entire Premises or
a portion sufficient to render the remainder unsuitable for Tenant's use, then
either party may elect to terminate this Lease effective on the date that title
passes to the condemning authority.  Landlord shall be entitled to all
of the proceeds of condemnation, and Tenant shall have no claim against Landlord
as a result of such condemnation.

     

    
      	
              14.

            	
              Assignment,
      Subletting and Other Transfers.

            


    

     

    14.1.                      General.  Neither
the Lease nor any part of the Premises may be assigned, mortgaged, subleased or
otherwise transferred, nor may a right of use of any portion of the Premises be
conferred on any person or entity by any other means, without the prior written
consent of Landlord which shall not be unreasonably withheld or
delayed.  Prior to effectuating any such assignment, sublease or other
transfer, Tenant shall notify Landlord in writing of the name and address of the
proposed transferee, and deliver to Landlord with such notice a true and
complete copy of the proposed assignment agreement, sublease or other occupancy
agreement, current financial statements of such proposed transferee, a statement
of the use of the Premises by such proposed transferee and such other
information or documents as may be necessary or appropriate to enable Landlord
to determine the qualifications of the proposed transferee together with a
request that Landlord consent thereto ("Tenant's Notice").  Without
limiting Landlord's ability to deny or condition consent for any other reason,
it shall not be considered unreasonable if Landlord's consent to a proposed
sublease, assignment or other transfer is denied based on the following:
(i) the business of the proposed transferee (A) is not compatible with
the nature and character of the Park or the businesses in the Park and/or
(B) will conflict with any exclusive uses or use restrictions that Landlord
has granted to other occupants of the Park, (ii) the financial strength of
the proposed transferee is not at least equal to the financial strength of
Tenant either at the time Tenant entered into this Lease or at the time of the
proposed transfer (whichever is greater), (iii) the proposed transferee
will excessively overpark the Building and/or the Park with automobiles or
trucks (excessively overpark shall mean that the proposed transferee's parking
will violate local parking restrictions or will interfere with other tenants
occupying the Building or the Park), (iv) the proposed transferee cannot
demonstrate to Landlord's reasonable satisfaction the management skills or
experience necessary, in Landlord's reasonable opinion, to be successful in the
Premises, (v) the proposed transferee has a record of environmental
contamination or their anticipated use of the Premises involves the generation,
storage, use, sale, treatment, release or disposal of any Hazardous Substances,
or (vi) the proposed form of sublease, assignment or other occupancy
agreement is unacceptable (unacceptable form of sublease, assignment or other
occupancy agreement shall mean that the content and format of the form are not
consistent with the terms of this Lease or are not consistent with the terms and
requirements of Landlord's loan documents for the Building).  Any
attempted assignment, subletting, transfer or encumbrance by Tenant in violation
of the terms and covenants of this Paragraph 14.1 shall be
void.

     

    
      
        
        

      

      
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    14.2.                      No Release; Excess
Rent.  No assignment, subletting or other transfer, whether
consented to by Landlord or not, or permitted hereunder, shall relieve Tenant of
its liability under this Lease.  If an event of default occurs while
the Premises or any part thereof are assigned, sublet or otherwise transferred,
then Landlord, in addition to any other remedies herein provided, or provided by
law, may collect directly from such assignee, sublessee or transferee all rents
payable to Tenant and apply such rent against any sums due Landlord
hereunder.  No such collection shall be construed to constitute a
novation or a release of Tenant from the further performance of Tenant's
obligations hereunder.  If Tenant assigns or otherwise transfers this
Lease or sublets the Premises for an amount in excess of the rent called for by
this Lease, such excess shall be paid to Landlord within ten (10) days
following receipt by Tenant.

     

    
      	
              15.

            	
              Tenant
      Default.

            


    

     

    15.1.                      Default.  Any
of the following shall constitute a default by Tenant under this
Lease:

     

    15.1.1.                      Tenant's
failure to (i) pay rent or any other charge under this Lease within
five (5) days after it is due or (ii) immediately cure or remove any
lien pursuant to Paragraph 19 or
(iii) except as provided in Paragraphs 15.1.2 through 15.1.4, comply with
any other term or condition within thirty (30) days following written notice
from Landlord specifying the noncompliance.  If any failure described
in clause (iii) of the immediately preceding sentence cannot be cured
within the thirty (30)-day period, this provision shall be deemed complied with
so long as Tenant commences correction within such period and thereafter
proceeds in good faith and with reasonable diligence to effect the remedy as
soon as practicable.

     

    15.1.2.                      Tenant's
insolvency; assignment for the benefit of its creditors; Tenant's voluntary
petition in bankruptcy or adjudication as bankrupt; attachment of or the levying
of execution on the leasehold interest and failure of Tenant to secure discharge
of the attachment or release of the levy of execution within ten (10) days; or
the appointment of a receiver for Tenant's properties.

     

    15.1.3.                      Abandonment
of the Premises by Tenant.

     

    15.1.4.                      Failure
of Tenant to deliver the documents or agreements required under Paragraphs 18.1 and/or 18.3 within the
relevant time period(s) specified therein.

     

    15.2.                      Remedies for
Default.  For any default as described in Paragraph 15.1, Landlord shall
have the right to the following remedies which are intended to be cumulative and
in addition to any other remedies provided under applicable law:

     

    15.2.1.                      Terminate
Tenant's right to possession of the Premises and Tenant's rights under this
Lease by written notice to Tenant without relieving Tenant from its obligation
to pay damages.

     

    15.2.2.                      Re-enter
and take possession of the Premises and remove any persons or property by legal
action or by self-help with the use of reasonable force and without liability
for damages, other than as a result of Landlord’s gross negligence or willful
misconduct, and without having accepted a surrender. Tenant's liability to
Landlord for damages shall survive the tenancy.  Landlord may, after
such retaking of possession, relet the Premises upon any reasonable
terms.  No such reletting shall be construed as an acceptance of a
surrender of Tenant's leasehold interest.

     

    15.2.3.                      Except
to the extent otherwise provided by applicable law, in the event of termination
or retaking of possession following default, Landlord shall be entitled to
recover immediately, without waiting until the due date of any future rent or
until the date fixed for expiration of the Lease Term, the following amounts as
damages:

     

    (i)           The
loss of rental from the date of default until a new tenant is secured and paying
rent.

     

    (ii)           The
reasonable costs of reentry and reletting including without limitation the cost
of any cleanup, refurbishing, removal and disposal of Tenant's property and
fixtures, or any other expense occasioned by Tenant's default including but not
limited to remodeling or repair costs, attorney fees, court costs, broker
commissions, and marketing costs.

     

    
      
        
        

      

      
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    (iii)           Any
excess of the value of the rent and all of Tenant's other obligations under this
Lease over the reasonable expected return from the Premises for the period
commencing on the earlier of the date of trial or the date the Premises are
relet, and continuing through the end of the Lease Term.  The present
value of future amounts shall be computed using a discount rate equal to the
prime loan rate in effect on the date of trial of major national banks who are
members of the Federal Reserve System, insured by the Federal Deposit Insurance
Corporation and are located in the State in which the Premises is
located.

     

    15.3.                      No Bar of
Action(s).  Landlord may sue periodically to recover damages
during the period corresponding to the remainder of the Lease Term, and no
action for damages shall bar a later action for damages subsequently
accruing.

     

    15.4.                      Landlord
Cure.  If Tenant fails to perform any obligation under this
Lease, Landlord shall have the option to do so after five (5) days written
notice to Tenant.  All of Landlord's expenditures to correct the
default shall be reimbursed by Tenant on demand together with interest at the
rate specified in Paragraph 23.2 from the date of
expenditure until repaid.  Such action by Landlord shall not waive any
other remedies available to Landlord because of the default.

     

    15.5.                      No
Exclusion.  The foregoing remedies shall be in addition to and
shall not exclude any other remedy available to Landlord at law or in
equity.

     

    
      	
              16.

            	
              Landlord
      Default.

            


    

     

    Landlord
shall be in default under this Lease if it shall fail to comply with any term,
provision or covenant of this Lease and shall not cure such failure within
thirty (30) days after written notice thereof to Landlord unless such cure
cannot reasonably be accomplished within such thirty (30)-day
period.  Landlord shall have such additional time as is reasonably
necessary to accomplish such cure provided Landlord promptly commences and
diligently prosecutes such cure to completion.

     

    
      	
              17.

            	
              Surrender
      at Expiration or Termination.

            


    

     

    17.1.                      Surrender.  On
expiration or early termination of this Lease, Tenant shall deliver all keys to
Landlord, have final utility readings made and pay all utility accounts current
on the date of move out, and surrender the Premises clean and free of debris
inside and out, with all mechanical, electrical, and plumbing systems in good
operating condition, all signing removed and defacement corrected, and all
repairs called for under this Lease completed.  The Premises shall be
delivered in the same condition as at the Commencement Date, subject only to
damage by casualty, the provisions of Paragraphs 6.5, 6.6, 9.2 and 17.2 and depreciation
and wear from ordinary use.  Tenant shall remove all of its
furnishings and trade fixtures that remain its property and restore all damage
resulting from such removal.  Failure to remove said property shall be
an abandonment of same, and Landlord may remove and/or dispose of it in any
manner permitted under law without liability, and Tenant shall be liable to
Landlord for any costs of removal, restoration, transportation to storage,
storage and/or disposal, with interest on all such expenses as provided in Paragraph 23.2.  The
provisions of this Paragraph 17.1 (including,
without limitation, all provisions referenced herein) shall survive the
expiration or earlier termination of this Lease.

     

    17.2.                      Removal of Hazardous
Substances.  Upon expiration of this Lease or sooner
termination of this Lease for any reason, Tenant shall remove all Hazardous
Substances and facilities used for the storage or handling of Hazardous
Substances from the Premises and restore the affected areas by repairing any
damage caused by the installation or removal of the
facilities.  Following such removal, Tenant shall certify in writing
to Landlord that all such removal is complete.  Until such time as
Tenant has fulfilled all the requirements of this Paragraph 17.2 (in addition to
any other requirements), Landlord may treat Tenant as a holdover Tenant as
provided below; provided, however, that any such continuation of this Lease
shall not relieve Tenant of its obligations under this Paragraph 17.2.

     

    
      
        
        

      

      
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    17.3.                      Failure to
Vacate.  If Tenant fails to vacate the Premises when required
and holds over without Landlord's prior written consent, Landlord may elect
either (i) to treat Tenant as a tenant from month to month, subject to all
provisions of this Lease except the provision for Lease Term and at a rental
rate equal to one hundred fifty percent (150%) of the Base Rent payable by
Tenant immediately preceding the scheduled expiration of the Lease Term plus
Additional Rent, or (ii) to treat Tenant as a tenant at sufferance, eject
Tenant from the Premises and recover damages caused by wrongful holdover
including, without limitation, as set forth in Paragraph 17.4.  Failure
of Tenant to remove furniture, furnishings, cabling or other telecommunications
equipment, or trade fixtures which Tenant is required to remove under this Lease
shall constitute a failure to vacate to which this Paragraph 17.3 shall apply if
such property not removed substantially interferes with occupancy of the
Premises by another tenant or with occupancy by Landlord for any purpose
including preparation for a new tenant.  If a month-to-month tenancy
results from a holdover by Tenant under this Paragraph 17.3, the tenancy
shall be terminable upon thirty (30) days written notice from
Landlord.  Tenant waives any notice that would otherwise be provided
by law with respect to a month-to-month tenancy.

     

    17.4.                      Indemnification.  Tenant
acknowledges that, if Tenant holds over without Landlord's consent as provided
above, such holding over may compromise or otherwise affect Landlord's ability
to enter into new leases with prospective tenants regarding the Premises and/or
the Building.  Therefore, if Tenant fails to surrender the Premises
upon the expiration or other termination of this Lease, then, in addition to any
other liabilities to Landlord accruing therefrom, Tenant shall protect, defend,
indemnify and hold Landlord harmless from any and all obligations, losses,
claims, actions, causes of action, liabilities, penalties, damages (including
consequential and punitive damages), costs and expenses (including reasonable
attorneys and consultants fees and expense) resulting from such failure
including, without limiting the generality of the foregoing, any claims made by
any succeeding tenant founded upon such failure to surrender and any lost
profits to Landlord resulting therefrom.  The provisions of this Paragraph 17.4 are in addition
to, and do not affect, Landlord's right to re-entry or other rights hereunder or
provided by law.  Tenant's obligations under this Paragraph 17.4 shall survive
the expiration or earlier termination of this Lease.

     

    
      	
              18.

            	
              Mortgage
      or Sale by Landlord; Estoppel
Certificates.

            


    

     

    18.1.                      Priority.  This
Lease is and shall be prior to any mortgage or deed of trust ("Encumbrance")
recorded after the date of this Lease and affecting the Building and the land
upon which the Building is located.  However, if any lender holding an
Encumbrance secured by the Building and the land underlying the Building
requires that this Lease be subordinate to the Encumbrance, then Tenant agrees
that this Lease shall be subordinate to the Encumbrance if the holder thereof
agrees in writing with Tenant that no foreclosure, deed given in lieu of the
foreclosure, or sale pursuant to the terms of the Encumbrance, or other steps or
procedures taken under the Encumbrance shall affect Tenant's right to quiet
possession of the Premises so long as Tenant pays rent and timely observes and
performs all of the provisions of this Lease.  If the foregoing
condition is met, Tenant shall execute the written agreement and any other
documents required by the holder of the Encumbrance to accomplish the purposes
of this Paragraph 18.1 within twenty
(20) days following receipt thereof.

     

    18.2.                      Attornment.  If
the Building is sold as a result of foreclosure of any Encumbrance thereon or
otherwise transferred by Landlord or any successor, Tenant shall attorn to the
purchaser or transferee, and the transferor shall have no further liability
hereunder.

     

    18.3.                      Estoppel
Certificate.  Either party shall within twenty (20) days after
notice from the other execute and deliver to the other party a certificate
stating whether or not this Lease has been modified and is in full force and
effect and specifying any modifications or alleged breaches by the other
party.  The certificate shall also state the amount of Base Rent and
Additional Rent, the amount of the Security Deposit (if any), the amount of any
prepaid Base Rent and Additional Rent and any other factual information
reasonably requested by the other party.  Failure to deliver the
certificate within the specified time shall be conclusive upon the party of whom
the certificate was requested that the Lease is in full force and effect and has
not been modified except as may be represented by the party requesting the
certificate.

     

    
      	
              19.

            	
              Liens.

            


    

     

    Tenant
shall keep the Premises free from any liens arising out of any work performed,
materials furnished or obligations incurred by or on behalf of Tenant and shall
indemnify, defend and hold Landlord harmless from all claims, costs and
liabilities, including attorneys fees and costs, in connection with or arising
out of any such lien or claim of lien.

     

    
      
        
        

      

      
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              20.

            	
              Attorneys
      Fees; Waiver of Jury Trial.

            


    

     

    In the event that any party shall bring
an action to enforce its rights under this Lease, the prevailing party in any
such proceeding shall be entitled to recover its reasonable attorneys, witness
and expert fees and costs of the proceeding, including any appeal thereof and in
any proceedings in bankruptcy.  For purposes hereof, the reasonable
fees of Landlord's in-house attorneys or Tenant's in-house attorneys, as the
case may be, who perform services in connection with any such enforcement action
are recoverable, and shall be based on the fees regularly charged by private
attorneys with the equivalent number of years of experience in the relevant
subject matter area of the law, in law firms in the City of Portland, Oregon
with approximately the same number of attorneys as are employed by Landlord's
Law Department or Tenant's Law Department, as the case may be.  The
provisions of this Paragraph 20 are separate
and severable and shall survive a judgment on this Lease.  Disputes
between the parties which are to be litigated shall be tried before a judge
without a jury.

     

    
      	
              21.

            	
              Limitation
      on Liability; Transfer by Landlord.

            


    

     

    21.1.                      Property and
Assets.  All persons dealing with Landlord must look solely to
the property and assets of Landlord for the payment of any claim against
Landlord or for the performance of any obligation of Landlord as neither the
joint venturers, general partners, limited partners, members, employees, nor
agents (as the case may be) of Landlord assume any personal liability for
obligations entered into on behalf of Landlord (or its predecessors in interest)
and their respective properties shall not be subject to the claims of any person
in respect of any such liability or obligation.  As used herein, the
words "property and assets of Landlord" exclude any rights of Landlord for the
payment of capital contributions or other obligations to it by any joint
venturer, general partner, limited partner or member (as the case may be) in
such capacity.

     

    21.2.                      Transfer by
Landlord.  All obligations of Landlord hereunder will be
binding upon Landlord only during the period of its possession of the Premises
and not thereafter.  The term "Landlord" shall mean only the owner of
the Premises for the time being, and if such owner transfers its interest in the
Premises, such owner shall thereupon be released and discharged from all
covenants and obligations of the Landlord thereafter accruing, but such
covenants and obligations shall be binding during the Lease Term upon each new
owner for the duration of each owner's ownership.

     

    21.3.                      Other
Occupants.  Except as otherwise expressly provided herein,
Landlord shall have no liability to Tenant for loss or damages arising out of
the acts or inaction of other tenants or occupants.

     

    
      	
              22.

            	
              Real
      Estate Brokers; Finders.

            


    

     

    Each
party represents that it has not had dealings with any real estate broker,
finder or other person with respect to this Lease in any manner.  Each
party shall indemnify, defend, protect and hold the other party harmless from
and against all claims, costs, demands, actions, liabilities, losses and
expenses (including the reasonable attorneys fees of counsel chosen by the other
party) arising out of or resulting from any claims that may be asserted against
such other party by any broker, finder or other person with whom the party
bearing the indemnity obligation has, or purportedly has, dealt.

     

    
      
        
        

      

      
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              23.

            	
              Other.

            


    

     

    23.1.                      Force
Majeure.  The occurrence of any of the following events shall
excuse the performance of such obligations of Landlord or Tenant to the extent
thereby rendered impossible or not reasonably practicable for so long as such
event continues so long as the party under this Lease required to perform gives
prompt notice of such delay to the other party:  strikes; lockouts;
labor disputes; acts of God; inability to obtain labor, materials or reasonable
substitutes therefor; governmental restrictions, regulations, or controls;
judicial orders; enemy or hostile government action; terrorism; civil commotion;
fire or other casualty; condemnation and other causes beyond the reasonable
control of the party obligated to perform; provided, however, that in no event
will the occurrence of any of said events or causes excuse the failure to pay
rent or any other payment to be made by Tenant hereunder strictly as and when
required under this Lease.

     

    23.2.                      Interest; Late
Charges.  Rent not paid within ten (10) days of when due shall
bear interest from the date due until paid at the rate of ten percent (10%) per
annum.  Landlord may at its option impose a late charge of
$.05 for each $1.00 of rent for rent payments made more than ten (10)
days late in addition to interest and other remedies available for
default.

     

    23.3.                      Captions; Paragraph
Headings.  The captions and headings used in this Lease are for
the purpose of convenience only and shall not be construed to limit or extend
the meaning of any part of this Lease.  Reference to a "Paragraph"
shall mean reference to either a specified numbered paragraph or subparagraph of
this Lease.

     

    23.4.                      Nonwaiver.  Waiver
by either party of strict performance of any provision of this Lease shall not
be a waiver of or prejudice the party's right to require strict performance of
the same provision in the future or of any other provision.

     

    23.5.                      Succession.  Subject
to the limitations on transfer of Tenant's interest, this Lease shall bind and
inure to the benefit of the parties, their respective heirs, successors, and
assigns.

     

    23.6.                      Entry for Inspection.
Landlord and its authorized representatives shall have the right to enter upon
the Premises with reasonable notice (but in no event shall more than
twenty-four (24) hours notice be required) to determine Tenant's compliance
with this Lease, to make necessary repairs to the Building or the Premises, or
to show the Premises or the Building to any prospective tenant or
purchasers.  Landlord may place and maintain upon the Building and/or
Premises notices for leasing or sale of the Building and/or the
Premises.  Landlord may enter upon the Premises without notice by any
means necessary in the case of an emergency.

     

    23.7.                      Notices.  Any
notice permitted or required to be given hereunder shall be in writing and shall
be given by personal delivery or certified United States mail (return receipt
requested), U.S. Express Mail or overnight air courier, in each case postage or
equivalent prepaid, addressed to the address for notices set forth in the Basic
Lease Terms.  The person to whom and the place to which notices are to
be given may be changed from time to time by either party by written notice
given to the other party.  If any notice is given by mail, it shall be
effective upon the earlier of (i) seventy-two (72) hours after deposit in
the U.S. Mail with postage prepaid, or (ii) actual delivery or refusal to
accept such delivery, as indicated by the return receipt; and if given by
personal delivery, U.S. Express Mail or by overnight air courier, when
delivered.

     

    23.8.                      Entire
Agreement.  This Lease is the entire agreement between the
parties, and there are no agreements or representations between the parties
except as expressed herein.

     

    23.9.                      Authority.  Each
of the persons executing this Lease on behalf of Tenant warrants to Landlord
that Tenant is a valid and existing corporation or other relevant entity, that
Tenant has all right and authority to enter into this Lease, and that each and
every person signing on behalf of Tenant is authorized to do so.  Each
of the persons executing this Lease on behalf of Landlord warrants to Tenant
that Landlord is a valid and existing corporation or other relevant entity, that
Landlord has all right and authority to enter into this Lease, and that each and
every person signing on behalf of Landlord is authorized to do so.

     

    23.10.                      Time of
Essence.  Time is of the essence of the performance of each of
Tenant's obligations under this Lease.

     

    23.11.                      Modifications.  This
Lease may not be modified except by written endorsement attached to this Lease,
dated and signed by the parties.

     

    23.12.                      No
Appurtenances.  This Lease does not create any rights to light
and air by means of openings in the walls of the Building, any rights or
interests in parking facilities, or any other rights, easements or licenses, by
implication or otherwise, except as expressly set forth in this Lease or its
exhibits.

     

    
      
        
        

      

      
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    23.13.                      Financial
Statements.  Upon written request of Landlord, Tenant shall
furnish to Landlord, within ten (10) days following receipt of Landlord's
written request, Tenant's most current financial statements (including balance
sheet and income statement) prepared in the ordinary course of Tenant's business
and, if not audited, certified by the chief financial officer or accounting
officer of Tenant that such statements have been prepared in accordance with
Generally Accepted Accounting Principles (GAAP).  Landlord may make
such financial statement available to any prospective lender or purchaser of the
Park or any portion thereof.  Landlord shall otherwise keep such
financial statement confidential and shall require any such prospective lender
or purchaser to do the same.

     

    23.14.                      Regulations.  Landlord
shall have the right to make and enforce regulations and criteria consistent
with this Lease for the purpose of promoting safety, order, cleanliness and good
service to the tenants and other occupants of the Park.  Copies of all
such regulations shall be furnished to Tenant and shall be complied with as if
part of this Lease.

     

    23.15.                      Applicable Law;
Severability.  This Lease shall be construed, applied and
enforced in accordance with the laws of the State in which the Premises is
located.  If a court of competent jurisdiction holds any portion of
this Lease to be illegal, invalid or unenforceable as written, it is the
intention of the parties that (i) such portion of this Lease be enforced to
the extent permitted by law and (ii) the balance of this Lease remain in
full force and effect.  It is also the intention of the parties that
in lieu of each clause or provision of this Lease that is illegal, invalid or
unenforceable there be added, as a part of this Lease, a clause or provision as
similar in terms to such illegal, invalid or unenforceable clause or provision
as may be possible and be legal, valid and enforceable.

     

    23.16.                      Landlord's
Consent.  Whenever Landlord's consent or approval is required
under this Lease, except as otherwise expressly provided in this Lease, Landlord
may grant or withhold such consent or approval in Landlord's sole and absolute
discretion.

     

    23.17.                      Joint and Several
Liability.  In the event Tenant now or hereafter consists of
more than one person, firm or corporation, then all such persons, firms or
corporations shall be jointly and severally liable as Tenant under this
Lease.

     

    23.18.                      Construction and
Interpretation.  All provisions of this Lease have been
negotiated by Landlord and Tenant at arm's length and neither party shall be
deemed the author of this Lease.  This Lease shall not be construed
for or against either party by reason of the authorship or alleged authorship of
any provision hereof or by reason of the status of the respective parties as
Landlord or Tenant.

     

    23.19.                      No
Recordation.  Neither this Lease, nor any short form or
memorandum thereof, shall be recorded in any manner against the real property of
which the Premises comprises a portion.

     

    23.20.                      No Partnership
Created.  Neither this Lease nor the calculation and payment of
Base Rent, Additional Rent or any other sums hereunder, is intended to create a
partnership or joint venture between Landlord and Tenant, or to create a
principal-and-agent relationship between the parties.

     

    23.21.                      OFAC.  Tenant
represents and warrants to Landlord that Tenant is not and shall not become a
person or entity with whom Landlord is restricted from doing business under any
current or future regulations of the Office of Foreign Asset Control ("OFAC") of
the Department of the Treasury (including, but not limited to, those named on
OFAC's Specially Designated and Blocked Persons list) or under any current or
future statute, executive order (including, but not limited to, the
September 24, 2001, Executive Order Blocking Property and Prohibiting
Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism),
or other governmental action and is not and shall not engage in any dealings or
transaction or be otherwise associated with such persons or
entities.

     

    23.22.                      Guaranty.  Intentionally
omitted.

     

    
      
        
        

      

      
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    23.23.                      Exhibits.  The
following exhibits are attached hereto and incorporated herein by this
reference:

     

        Exhibit A – Site
Plan

        Exhibit B –
Space Plan

        Exhibit C –
Landlord's Work

    


    
      	
              24.

            	
              Special
      Provisions.

            


    

     

    24.1.                      Existing
Lease.  Tenant currently leases office space from Landlord at
PacTrust Business Center, 16290 SW Upper Boones Ferry Road, Portland, Oregon
pursuant to a Lease dated June 22, 2007 (the "Existing
Lease").  The Existing Lease expires November 30,
2012.  Upon occupancy of the Premises by Tenant, the Existing Lease
shall terminate and be of no further force or effect.

     

    24.2.                      Assuming
the Existing Lease space is vacated pursuant to Paragraph 17 of
the Existing Lease, the security deposit under the Existing Lease (defined in
Paragraph 2.2.1 as the Existing
Security Deposit) will be applied to Landlord's Work as described in Paragraph 2.2.1 herein and
Tenant shall have no further obligations under the Existing Lease.

     

    IN WITNESS WHEREOF, the parties hereto
have executed this Lease on the respective dates set opposite their signatures
below, but this Lease, on behalf of such party, shall be deemed to have been
dated as of the Reference Date.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          	 	LANDLORD:	 
	 	 	 
	 	 	 
	 	PACIFIC REALTY ASSOCIATES,
      L.P.,	 
	 	a Delaware limited
      partnership	 
	 	 	 	 
	
                                   

                                	
                                  By:
      

                                	
                                  PacTrust
      Realty, Inc.,

                                	 
	 	 	
                                  a
      Delaware corporation,

                                	 
	 	 	
                                  its
      General Partner

                                	 
	 	 	 	 
	 	 	 	 
	 Date:
      ________________, 2009 	 	By	 
	 	 	Dave
      Hicks	 
	 	 	Vice
      President	 


                        

                      

                    

                  

                

              

            

          

        

      

    

     

     

     

    


    
      
        
          
            
              
                
                  
                    
                      	 	TENANT:	 
	 	 	 
	 	 	 
	 	CALYPTE
      BIOMEDICAL CORPORATION	 
	 	a
      Delaware corporation	 
	 	 	 	 
	 	 	 	 
	
                              Date:
      ________________, 2009

                            	
                              By

                            	 	 
	 	 	 	 
	 	 	(typed or
      printed name)	 
	 	 	 	 
	 	 	Its:	 


                    

                  

                

              

            

          

        

      

    

    
                   

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