fs1ex10i_wecosign.htm


    Exhibit 10.1

     

     

    
      AIR
COMMERCIAL REAL ESTATE ASSOCIATION

      STANDARD
INDUSTRIAUCOMMERCIAL

      MULTI-TENANT
LEASE - GROSS

      


      I.           Basic
Provisions ("Basic Provisions").

      1.1           Parties:
This Lease ("Lease"), dated for reference purposes only  May 29, 2008             is made
by and between  s Adams Properties, A California
Partnership

       

        
          

        

      

      
        
          

        

      

      (“lessof”)

      
        
          

        

        and
s                      WeCoSign:
Frank Jekubaitis

        
          
            
________________________________________________________________________________("Lessee),
(collectively the 'Parties” or individually a “Party”)

        

      

          1.2(a)
Premises: That certain portion of the Project (as defined below), Including all
Improvements therein or to be provided by Lessor under the terms of this Lease,
commonly known by the street address of  s 34004 W. MacArthur Blvd.
Santa Ana, CA 92704 located in the City of  Santa Ana         , County of
Orange        , State
of  California        , with zip
code  92704        , as outlined
on Exhibit hereto
("Premises") and generally described as (describe briefly the nature of the
Premises):

                      Units consisting of
approximately 1000 sq. feet of office space.

      
        
          

        

        
          
            

            In addition to Lessee's rights to use and occupy the Premises as hereinafter
specified, Lessee shall have non-exclusive rights to any utility raceways of the
building containing the Premises ("Building to the Common Areas (as defined In
Paragraph 2.7 below), but shell not have any rights to the roof, or exterior vas
of the Building or to any other buildings in the Project The Premises, the
Building, the Common Areas, the land upon which they are located, along with all
other buildings and Improvements thereon, are hater: collectively referred to as
the 'Project' (See also Paragraph 2)

        

      

      1.2(b)     
Parking:  2         unreserved
vehicle parking spaces (See also Paragraph 2.6)

      1.3           Term:  1         years
and 0       months
("Original Term") commencing  s June 1, 2008

      ("Commencement
Date") and endings May 31, 2009          ("Expiration
Date"). (See also Paragraph 3)

      1.4           Early
Possession:          
("Early Possession Date"). (See also Paragraphs 3.2 and 3.3)

      1.5           Base
Rent: $ 1200.00         per
month (*Base Rent"), payable on the  first         day of each
month commencing June 1 2008 (See also Paragraph 4)

       ̈ If this box is chocked,
there are provisions In this Lease for the Base Rent to be
adjusted.

      1.6           Lessee's
Share of Common Area Operating
Expenses:                                                                                                                                
percent (%) ("Lessees Share' , Lessee's Share has been calculated by dividing
the approximate square footage of the Promises by the approximate square footage
of the Project in the event that that she of the Premises and/or the Project are
modified during the term of this Lease. Lessor shall recalculate Lessee's Share
to reflect such modification.

      1.7           Base
Rent and Other Monies Paid Upon Execution:

      (a)           Base
Rent $  1200.00         for the
period  lease term            

      (b)           Common
Area Operating Expenses: $                 for the
period                 

      (c)           Security
Deposit: $  1200.00            ("Security
Deposit"). (See also Paragraph 5)

      (d)           Other:
$               for                                              

      (e)           Total
Due Upon Execution of this Lease: $  3000.00 (1500.00 security
deposit plus $1500.00 June rent)

      1.8           Agreed
Use: Office use                                     

      
        
          

        

      

      
        
          

        
_______________________________________________________________________(See
also Paragraph 6)

      1.9           insuring
Party. Lessor is the Insuring Party" (See also Paragraph 8)

      1.10           Real
Estate Brokers: (See also Paragraph 15)

      (a)
Representation: The following real estate brokers (the 'Brokers") and brokerage
relationships exist In this transaction (check applicable boxes):

       

      


      (b)  Payment
to Brokers: upon execution and delivery of this lease by both Parties, Lessor
shall pay to Brokers the brokerage fee agreed to in a separate written agreement
(or if there is no such agreement the sum of total Base Rent for the brokerage
services rendered by the Brokers).

      


      1.11           Guarantor.
The obligations of the Lessee under this Lease are to be guaranteed
by

      ("Guarantor").
(See also Paragraph 37)

      1.12           Attachments.
Attached hereto ere the following, all of which constitute a part of this
Lease:

       ̈ an Addendum consisting
of
Paragraphs                                                                                                through

       ̈ a site plan depicting
the Premises:

       ̈ a site plan depicting
the Project

       ̈ a current set of the
Rules and Regulations for the Project:

       ̈ a current set of the
Rules and Reputations adopted by the owners' association;

       

      
        


        
          
            
              
                
                  
                    	 
	
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         ̈ a Work
Letter;

         ̈ other (specify):                                                                                                                                                                                                                                                           
   

         

          
            

          

           

            
              

            

          

        

        


        2.           
 Premises.

        2.1    Letting. Lessor hereby leases to Lessee, and
Lessee hereby leases from Lessor, the Premises, for the term, at the rental, and
upon all of the terms, covenants and conditions set forth in this Lease. Unless
otherwise provided herein. any statement of size set forth in this Lease or that
may have been used in calculating Rent, is in approximation which the Parties
agree is reasonable and any payments eased thereon are not subject to revision
whether or not the actual size Is more or teas. NOTE: Lessee is advised to
verify the actual size prior to executing this Lease

        2.2     Condition. Lessor shall deliver that portion of
the Premises contained within the Building (“Unit”) to Lessee broom clean and
free of debris on the Commencement Date or the Early Possession Date, whichever
first occurs (“Start Date”), and so long as the required service contracts
described in Paragraph 7.1(b) below are obtained by Lessee and in effect within
thirty days following the Start Date, warrants that the existing electrical,
plumbing, fire sprinkler, lighting, heating, ventilating and air conditioning
systems (“HVAC”), loading doors. sump pumps, if any, and all other such elements
in the Unit, other than those constructed by Lessee, shall be in good operating
condition on said date, that the structural elements of the roof, bearing walls
and foundation of the Unit shall be free of material defects, and that the Unit
does not contain hazardous levels of any mold or fungi defined as toxic under
applicable state or federal law. If a non-compliance with such warranty exists
as of the Start Date, or if one of such systems or elements should malfunction
or fail within the appropriate warranty period, Lessor shall, as Lessor's sole
obligation with respect to such matter, except as otherwise provided in this
Lease, promptly after receipt of written notice from Lessee setting forth with
specificity the nature and extent of such non-compliance, malfunction or
failure, rectify some at Lessors expense. The warranty periods shall be as
follows: (i) 6 months as to the HVAC systems, and (ii) 30 days as to the
remaining systems and other elements of the Unit. If Lessee does not give Lessor
the required notice within the appropriate warranty period, correction of any
such noncompliance, malfunction or failure shall be the obligation of Lessee at
Lessee's sole cost and expense (except for the repairs to the fire sprinkler
systems, roof, foundations, and/or bearing walls - see Paragraph
7).

        2.3     Compliance. Lessor warrants that to the best of
its knowledge the improvements on the Premises and the Common Areas comply with
the building codes that were in effect at the time that each such improvement,
or portion thereof, was constructed, and also with an applicable laws, covenants
or restrictions of record, regulations, and ordinances in effect on the Start
Dale ("Applicable Requirements"). Said warranty does not apply to the use to
with Lessee will put the Promises, modifications which may be required by the
Americans with Disabilities Act or any similar laws as a result of Lessee's use
(see Paragraph 49), or to any Alterations or Utility Installations (as defined
in Paragraph 7.3(a)) made or to be made by Lessee. NOTE: Lessee is responsible for
determining whether or not the Applicable Requirements, and especially the
zoning are appropriate for Lessee's Intended use, and acknowledges that past
uses of the Premises may no longer be allowed. If the Premises do not
comply with said warranty, Lessor shall, except as otherwise provided, promptly
after receipt of written notice from Lessee setting forth with specificity the
nature and extent of such non-compliance, rectify the same at Lessors expense.
If Lessee does not give Lessor written notice of a non.compliance with this
warranty within 6 months following the Start Date, correction of that
non-compliance shall be the obligation of Lessee at Lessee's sole cost and
expense. If the Applicable Requirements are hereafter changed so as to require
during the term of this Lease the construction of on addition to or on
alteration of the Unit, Premises and/or Building, the remediation of any
Hazardous Substance, or the reinforcement or other physical modification of the
Unit, Premises and/or Building (“Capital Expenditure"),
Lessor and Lessee shall allocate the cost of such work as follows:

            (a)      Subject to
Paragraph 2.3(c) below, if such Capital Expenditures are required as a result of
the specific and unique use of the Premises by Lessee as compared with uses’ by
tenants in general. Lessee shall be fully responsible for the cost thereof,
provided, however, that if such Capital Expenditure is required during the last
2 years of this Lease and the cost thereof exceeds 6 months' Base Rent, Lessee
may instead terminate this Lease unless Lessor notifies Lessee, in writing, within
10 days after receipt of Lessee's termination notice that such Lessor has
elected to pay the difference between the actual cost thereof and the amount
equal to 6 months' Base Rent. If Lessee elects termination, Lessee shall
immediately cease the use of the Premises which requires such Capital
Expenditure and deliver to Lessor written notice specifying a termination date
at least 90 days thereafter. Such termination date shall, however, in no event
be earlier than the last day that Lessee could legally utilize the Premises
without commencing such Capital Expenditure.

            (b)     If such
Capital Expenditure is not the result of the specific and unique use of the
Premises by Lessee (such as, governmentally mandated seismic modifications),
then Lessor and Lessee shall allocate the obligation to pay for the portion of
such costs reasonably attributable to the Premises pursuant to the formula set
out in Paragraph 7.1 (d);
provided, however, that if such Capital Expenditure is required during the last
2 years of this Lease or if Lessor reasonably determines that it is not
economically feasible to pay its share thereof, Lessor shall have the option to
terminate this Lease upon 90 days prior written notice to Lessee unless Lessee notifies Lessor, In writing, within
10 days after receipt of Lessors termination notice that Lessee will pay for
such Capital Expenditure. If Lessor does not elect to terminate, and fails to
tender its share of any such Capital Expenditure, Lessee may advance such funds
and deduct same, with Interest, from Rent until Lessor’s share of such costs
have been fully paid. If Lessee is unable to finance Lessors share, or if the
balance of the Rent due and payable for the remainder of this Lease is not
sufficient to fully reimburse Lessee on an offset bases, Lessee shall have the
right to terminate this Lease upon 30 days written notice to
Lessor.

            (c)    
Notwithstanding the above, the provisions concerning Capital Expenditures are
intended to apply only to non-voluntary unexpected, and new Applicable
Requirements. If the Capital Expenditures are instead triggered by Lessee as a
result of an actual or proposed change in use, change in intensity of use, or
modification to the Premises then, and in that event, Lessee shall either: (i)
immediately cease such changed use or intensity of use and/or take such other
steps as may be necessary to eliminate the requirement for such Capital
Expenditure, or (ii) complete such Capital Expenditure at its own expense.
Lessee shall not have any right to terminate this Lease.

              
2.4           Acknowledgements.
Lessee acknowledges that: (a) it has
been advised by Lessor and/or Brokers to satisfy itself with respect to the
condition of the Premises (Including but not limited to the electrical, HVAC and
fire sprinkler systems, security, environmental aspects, and compliance with
Applicable Requirements and the Americans with Disabilities Act), end their
suitability for Lessee's intended use, (b) Lessee has made such investigation
ash deems necessary with reference to such matters and assumes of responsibility
therefor as the same relate to its occupancy of the Premises, and (c) neither
Lessor, Lessors agents, nor Brokers have made any oral or written
representations or warranties with respect to said matters other than as set
forth in this Lease. In addition, Lessor acknowledges that: (i) Brokers have
made no representations, promises or warranties concerning Lessee's ability to
honor the Lease or suitability to occupy the premises, and (ii) it is Lessors
sole responsibility to investigate the financial capability and/or suitability
of all proposed tenants.

              
2.5          Lessee as Prior
Owner/Occupant. The warranties made by Lessor in Paragraph 2 shall be of
no force or effect if immediately prior to the Start Date Lessee was the owner
or occupant of the Premises. In such event, Lessee shall be responsible for any
necessary corrective work.

              
2.6           Vehicle Parking. Lessee shall
be entitled to use the number of Parking Spaces specified in Paragraph 1.2(b) on
those portions of the Common Areas designated from time to the by Lessor for
parking. Lessee shall not use more parking spaces than said number. Said parking
spaces shall be used for parking by vehicles no larger than fullsize-passenger
automobiles or pick-up trucks, herein called "Permitted Size
Vehicles:

      

       

    

    
      
        
          
            
              
                
                  	 
	
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      Lessor
may regulate the loading and unloading of vehicles by adopting Rules and
Regulations as provided in Paragraph 2.9. No vehicles other then Permitted Size
Vehicles may be parked in the Common Area without the prior written permission
of Lessor. In addition; 

          (a)
Lessee
shall not permit or allow any vehicles that belong to or are controlled by
Lessee or Lessee's employees suppliers, shippers, customers, contractors or
invitees to be loaded, unloaded, or parked in areas other than those designated
by Lessor lot such activities

          (b)  Lessee
shall not service or store any vehicles in the Common
Areas.

          (c)
If Lessee permits or allows any of the prohibited activities described in this
Paragraph 2.6, then Lessor shall have the right, without notice, in addition to
such other rights and remedies that it may have, to remove or tow away the
vehicle involved and charge the cost to Lessee, which

      cost
shall be immediately payable upon demand by Lessor.

          2.7      Common Areas - Definition. The term "Common
Areas" is defined as all areas and facilities outside the Premises and within
the exterior boundary line of the Project and interior utility raceways and
installations within the Unit that are provided and designated by the Lessor
from time to time for the general non-exclusive use of Lessor, Lessee and other
tenants of the Project and their respective employees, suppliers, shippers,
customers, contractors and invitees, including parking areas, loading and
unloading areas, trash areas, roadways, walkways, driveways and landscaped
areas.

          
2.8     Common Areas - Lessee's Rights. Lessor
grants to Lessee, for the benefit of Lessee and its employees, suppliers,
shippers, contractors, customers and invitees, during the term of this Lease,
the non-exclusive right to use, in common with others entitled to such use, the
Common Areas as they exist from time to time, subject to any rights, powers, and
privileges reserved by Lessor under the terms hereof or under the terms of any
rules and regulations or restrictions governing the use of the Project. Under no
circumstances shall the right herein granted to use the Common Areas be deemed
to include the right to store any property, temporarily or permanently, in the
Common Areas. Any such storage shall be permitted only by the prior written
consent of Lessor or Lessor’s designated agent, which consent may be revoked at
any time. In the event that any unauthorized storage shall occur, then Lessor
shall have the right, without notice, in addition to such other rights and
remedies that it may have, to remove the property and charge the cost to Lessee,
which cost shall be immediately payable upon demand by
Lessor.

          
2.9     Common Areas - Rules and Regulations.
Lessor or such other person(s) as Lessor may appoint shall have the exclusive
control and management of the Common Areas and shall have the right, from time
to time, to establish, modify, amend and enforce reasonable rules and
regulations ("Rules and
Regulations") for the management, safety, care, and cleanliness of the
grounds, the parking and unloading of vehicles and the preservation of good
order, as well as for the convenience of other occupants or tenants of the
Building and the Project and their invitees. Lessee agrees to abide by and
conform to all such Rules and Regulations, and shall use its best efforts to
cause its employees, suppliers, shippers,. Customers, contractors and invitees
to so abide and conform. Lessor shall not be responsible to Lessee for the
non-compliance with said Rules and Regulations by other tenants of the
Project.

          2.10         
  Common Areas - Changes. Lessor shall
have the right, in Lessors sole discretion, from time to
time:

           (a)       To make
changes to the Common Areas, including, without limitation, changes in the
location, size, shape and number of driveways, entrances, parking spaces,
parking areas, loading and unloading areas, ingress, egress, direction of
traffic, landscaped areas, walkways and utility
raceways;

          (b)     To close
temporarily any of the Common Areas for maintenance purposes so long as
reasonable access to the Premises remains available;

          (c)     To designate
other land outside the boundaries of the Project to be a part of the Common
Areas;

          (d)     To add
additional buildings and improvements to the Common
Areas;

          (e)     To use the
Common Areas while engaged in making additional improvements, repairs or
alterations to the Project, or any portion thereof;
and

                  (f)      To do and
perform such other acts and make such other changes in, to or with respect to
the Common Areas and Project as Lessor may, in the exercise of sound business
judgment, deem to be appropriate.

      3.     Term

          3.1       Term. The Commencement
Date, Expiration Date and Original Term of this Lease are as specified in
Paragraph 1.3.

          3.2               Early
Possession. If Lessee totally or partially occupies the Premises
prior to the Commencement Date, the obligation to pay Base Rent shall be abated
for the period of such early possession. All other terms of this Lease
(Including but not limited to the obligations to pay Lessee's Share of Common
Area Operating Expenses, Real Property Taxes and insurance premiums and to
maintain the Premises) shall be in effect during such period. Any such early
possession shall not affect the Expiration Date.

          3.3      Delay in Possession. Lessor agrees to use its best commercially
reasonable efforts to deliver possession of the Premises to Lessee by the
Commencement Date. If, despite said efforts, Lessor is unable to deliver
possession as agreed, Lessor shat not be subject to any iability therefor, nor
shall such failure affect the validity of this Lease or change the Expiration
Date, Lessee shall not, however, be obligated to pay Rent or perform its other
obligations until Lessor delivers possession of the Premises and any period of
rent abatement that Lessee would otherwise have enjoyed shall run from the date
of the delivery of possession and continue for a period equal to what Lessee
would otherwise have enjoyed, but minus any days of delay caused by the acts or
omissions of Lessee. If possession is not delivered within 60 days after the
Commencement Date, Lessee may, at its option, by notice in writing within 10
days after the end of such 60 day period, cancel this Lease, in which event the
Parties shall be discharged from all obligations hereunder. If such written
notice is not received by Lessor within said 10 day period, Lessee's right to
cancel shall terminate. Except as otherwise provided, if possession is not
tendered to Lessee by the Start Date and Lessee does not terminate this Lease,
as aforesaid, any period of rent abatement that Lessee would otherwise have
enjoyed shall run from the date of delivery of possession and continue for a
period equal to what Lessee would otherwise have enjoyed under the terms hereof,
but minus any days of delay caused by the acts or omissions of
Lessee.  If possession of the Premisee is not delivered within 4
months after the Commencement Date, this Lease shall terminate unless other
agreements are reached between Lessor and Lessee, in
writing.

          3.4      Lessee Compliance. Lessor
shall not be required to tender possession of the Premises to Lessee until
Lessee complies with its obligation to provide evidence of Insurance (Paragraph
8.5).  Pending delivery of such evidence, Lessee shall be required to
perform all of its obligations under this Lease from and after the Start Date,
including the payment of Rent, notwithstanding Lessors election to withhold
possession pending receipt of such evidence of insurance. Further, if Lessee is
required to perform any other conditions prior to or concurrent with the Start
Date. the Start Date shall occur but Lessor may elect to withhold possession
until such conditions are satisfied.

      4.    Rent.

           4.1      Rent Defined. All monetary
obligations of Lesson to Lessor under the terms of this Lease (except for the
Security Deposit) are deemed to be rent “Rent").

          
4.2     Common Area Operating Expenses. Lessee shall pay to Lessor during the term
hereof, in addition to the Base Rent, Lessee's Share (as specified in Paragraph
1.6) of all Common Area Operating Expenses, as hereinafter defined, during each
calendar year of the term of this Lease, in accordance with the following
provisions:

          (a)     "Common Area Operating
Expenses" are defined, for purposes of this Lease, as all costs
incurred by Lessor relating to the ownership and operation of the Project,
including, but not limited to, the following:

             
(i)  The operation, repair and maintenance, in neat, clean, good order
and condition, but not the replacement (see

       

      
        	 
	
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    subparagraph
(e)), of this following:

    
                      (aa)     The
Common Areas and Common Area improvements, including parking areas, loading and
unloading areas, trash areas, roadways, parkways, walkways, driveways,
landscaped areas, bumpers, irrigation systems, Common Area lighting facilities,
fences and gates, elevators, roofs, and roof drainage
systems.

                      (bb)           Exterior
signs and any tenant directories.

                      (cc)           Any
fire sprinkler systems.

               
 (ii)           The
cost of water, gas, electricity and telephone to service the Common Areas and
any utilities not separately metered.

                (iii)           Trash
disposal, pest control services, properly management, security services, owner’s
association dues and fees, the cost to repaint the exterior of any structures
and the cost of any environmental inspections.

               
(iv)           Reserves
set aside for maintenance and repair of Common Areas and Common Ares
equipment.

                            
(v)           Any
increase above the Base Real Property Taxes (as defined in Paragraph
10).

                                   
(vi)           Any
“Insurance Cost Increase” (as defined in Paragraph 8).

                                   
(vii)           Any
deducible portion of an insured loss concerning the Building or the Common
Areas.

                                   
(viii)                      Auditors',
accountants' and attorneys' fees and costs related to the operation,
maintenance, repair and replacement of the Project.

                                    
(ix)           The cost
of any capital improvement to the Building or the Project not covered under the
provisions of Paragraph 2.3 provided; however, that Lessor shall allocate the
cost of any such capital improvement over a 12 year period and Lessee shall not
be

      required
to pay more than Lessee's Share of 1/144th of the cost of such capital
improvement in any given month.

                                    
(x)           Any other
services to be provided by Lessor that are stated elsewhere in this Lease to be
a Common Area Operating Expense.

          (b)      Any
Common Area Operating Expenses and Real Property Taxes that are specifically
attributable to the Unit,. the Building or to any other building in the Protect
or to the operation, repair and maintenance thereof, shall be allocated entirety
to such Unit, Building, or other budding. However, any Common Area Operating
Expenses and Real Properly Taxes that are not specifically attributable to the
Building or to any other building or to the operation, repair and maintenance
thereof, shall be equitably allocated by Lessor to all buildings in the
Project.

          (c)      The
inclusion of the improvements, facilities and services set forth in Subparagraph
4.2(a) shall not be deemed to impose an obligation upon Lessor to either have
said Improvements or facilities or to provide those services unless the Project
already has the same, Lessor already provides the Services. or Lessor has agreed
elsewhere in this Lease to provide the same or some of
them.

          (d)      Lessee's
Share of Common Area Operating Expenses is payable monthly on the same day as
the Base Rent is due hereunder. The amount of such payments shall be based on
Lessor's estimate of the annual Common Area Operating Expenses. Within 60 days
after written request (but not more than once each year) Lessor shall deliver to
Lessee a reasonably detailed statement showing Lessee's Share of the actual
Common Area Operating Expenses incurred during the preceding year. If Lessee's
payments during such year exceed Lessee's Share, Lessor shall credit the amount
of such over-payment against Lessee's future payments. If Lessee's payments
during such year were less than Lessee's Share, Lessee shall pay to Lessor the
amount of the deficiency within 10 days after delivery by Lessor to Lessee of
the statement.

          (e)      Except
as provided in paragraph 4.2(a)(viii), Common Area Operating Expenses shall not
include the cost of replacing equipment or capital components such as
the roof, foundations, exterior walls or Common Area capital improvements,
such as the parking lot paving, elevators, lances that have a useful life for
accounting purposes of 5 years or more.

          (f)              
 Common Area Operating Expenses shall not include any expenses paid by any
tenant directly to third parties, or as to which Lessor is otherwise reimbursed
by any third party, other tenant, or insurance
proceeds.

          4.3      
Payment. Lessee shall
cause payment of Rent to be received by Lessor in lawful money of the United
States, without offset or deduction (except as specifically permitted in this
Lease), on or before the day on which it is due. All monetary amounts shall be
rounded to the nearest whole dollar. In the event that any statement or invoice
prepared by Lessor is inaccurate such inaccuracy shall not constitute a waiver
and Lessee shall be obligated to pay the amount set forth in this Lease. Rent
for any period during the term hereof which is for less than one full calendar
month shall be prorated based upon the actual number of days of said month.
Payment of Rent shall be made to Lessor at its address stated herein or to such
other persons or place as Lessor may from time to time designate in writing.
Acceptance of a payment which is less than the amount then due shall not be a
waiver of Lessor's rights to the balance of such Rent, regardless of Lessor's
endorsement of any check so stating. In the event that any check, draft, or
other instrument of payment given by Lessee to Lessor is dishonored for any
reason, Lessee agrees to pay to Lessor the sum of $25 in addition to any Late
Charge and Lessor, at its option, may require all future Rent be paid by
cashiers check. Payments will be applied fuel to accrued late charges and
attorney's fees, second to accrued interest, then to Base Rent and Common Area
Operating Expenses, and any remaining amount to any other outstanding charges or
costs.

       5.    Security Deposit.
Lessee shall deposit with Lessor upon execution hereof the Security Deposit as
security for Lessee's faithful performance of its obligations under this Lease.
If Lessee fails to pay Rent, or otherwise Defaults under this Lease, Lessor may
use, apply or retain all or any portion of said Security Deposit for the payment
of any amount due Lessor or to reimburse or compensate Lessor for any liability,
expense, loss or damage which Lessor may suffer or incur by reason thereof. If
Lessor uses or applies all or any portion  of the Security Deposit.
Lessee shall within 10 days after written request therefor deposit monies with
Lessor sufficient to restore said Security Deposit to the full amount required
by this Lease. If the Base Rent increases during the term of this Lease, Lessee
shall, upon written request from Lessor, deposit additional monies with Lessor
so that the total amount of the Security Deposit shall at all times bear the
same proportion to the increased Base Rent as the initial Security Deposit bore
to the initial Base Rent. Should the Agreed Use be amended to accommodate a
material change in the business of Lessee or to accomodate a sublessee or
assignee, Lessor shall have the right to increase the Security Deposit to the
extent necessary, in Lessor's reasonable judgment, to account for any increased
wear and tear that the Premises may suffer as a result thereof. If a change in
control of Lessee occurs during this Lease and following such change the
financial condition of Lessee is, in Lessors reasonable judgment, significantly
reduced, Lessee shall deposit such additional monies with Lessor as shall be
sufficient to cause the Security Deposit to be at a commercially reasonable
level based on such change in financial condition Lessor shall not be required
to keep the Security Deposit separate from its general accounts. Within 14 days
after the expiration or termination of this Lease, if Lessor
elects  to apply the Security Deposit only to unpaid Rent, and
otherwise within 30 days after the Premises have been vacated pursuant to
Paragraph 7.4(c) below, Lessor shall return that portion of the Security Deposit
not used or applied by Lessor. No part of Security Deposit shall be considered
to be had in trust, to bear interest or to be prepayment for any monies to be
paid by Lessee under this Lease.

      6.            
Use.

      6.1           Use. Lessee shall use and
occupy the Premises only for the Agreed Use, or any other legal use which is
reasonably comparable

      thereto, and for no other purpose. Lessee shall not
use or permit the use of the Premises in a manner that is unlawful, creates
damage, waste or a nuisance, or that disturbs occupants of or causes damage to
neighboring premises or properties. Other than guide, signal and seeing eye
dogs, Lessee shall not keep or allow in the Premises any pets, animals, birds,
fish, or reptiles. Lessor shall not unreasonably withhold or delay its consent
to any written requests for a modification of the Agreed Use, so long as the
same will not impair the structural integrity of the Building or the mechanical
or electrical systems therein, and/or is not significantly more burdensome to
the Project. If Lessor elects to withhold consent. Lessor shall within 7 days
after such request give written notification of same, which notice shall include
an explanation of Lessors objections to the Change in the Agreed
Use.

       

      
        	 
	
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      6.2           Hazardous
Substances.

          (a) Reportable Uses Require
Consent. The term "Hazardous Substance" as used in this Lease shall mean
any product, substance, or waste whose presence, use, manufacture, disposal,
transportation, or release, either by itself or in combination with other
materials expected to be on the Premises, is either. (i) potentially injurious
to the public health, safety or welfare, the environment or the Premises, (ii)
regulated or monitored by any governmental authority, or (iii) a basis for
potential liability of Lessor to any governmental agency or third party under
any applicable statute or common law theory. Hazardous Substances shall include,
but not be limited to, hydrocarbons, petroleum, gasoline, and/or crude oil or
any products, by-products or fractions thereof. Lessee shall not engage in any
activity in or on the Premises which constitutes a Reportable Use of Hazardous
Substances without the express prior written consent of Lessor and timely
compliance (at Lessee's expense) with all Applicable Requirements. "Reportable Use" shall mean (i)
the installation or use of any above or below ground storage tank, (ii) the
generation, possession, storage, use, transportation, or disposal of a Hazardous
Substance that requires a permit from, or with respect to which a report,
notice, registration or business plan is required to be filed with, any
governmental authority, and/or (iii) the presence at the Premises of a Hazardous
Substance with respect to which any Applicable Requirements requires that a
notice be given to persons entering or occupying the Premises or neighboring
properties. Notwithstanding the foregoing, Lessee may use any ordinary and
customary materials reasonably required to be used in the normal course of the
Agreed Use, ordinary office supplies (copier toner, liquid paper, glue, etc.)
and common household cleaning materials, so long as such use is in compliance
with all Applicable Requirements, is not a Reportable Use, and does not expose
the Premises or neighboring property to any meaningful risk of contamination or
damage or expose Lessor to any liability therefor. In addition, Lessor may
condition its consent to any Reportable Use upon receiving such additional
assurances as Lessor reasonably deemes necessary to protect itself, the public,
the Premises and/or the environment against damage, contamination, injury and/or
liability, including, but not limited to, the installation (and removal on or
before Lease expiration or termination) of protective modifications (such as
concrete encasements) and/or increasing the Security Deposit.

          (b)      Duty to Inform Lessor. If
Lessee knows, or has reasonable cause to believe, that a Hazardous Substance has
come to be located in, on, under or about the Premises, other than as previously
consented to by Lessor, Lessee shall immediately give written notice of such
fact to Lessor, and provide Lessor with a copy of any report, notice, claim or
other documentation which it has concerning the presence of such Hazardous
Substance.

          (c)      Lessee Remediation. Lessee
shall not cause or permit any Hazardous Substance to be spilled or released in,
on, under, or about the Promises (including through the plumbing of sanitary
sewer system) and shall promptly at Lessee's expense, comply with all Applicable
Requirements and take all investigatory and/or remedial action reasonably
recommended, whether or not formally ordered or required, for the cleanup of any
contamination of, and for the maintenance, security and/or monitoring of the
Premises or neighboring properties, that was caused or materially contributed to
by Lessee, or pertaining to or involving any Hazardous Substance brought onto
the Premises during the term of this Lease, by or for Lessee, or any third
party.

          (d)      Lessee Indemnification, Lessee
shall indemnify, defend and hold Lessor, its agents, employees, lenders and
ground lessor, if any, harmless from and against any and all loss of rents
and/or damages, liabilities, judgments, claims, expenses, penalties, and
attorneys' and consultants' fees arising out of or involving any Hazardous
Substance brought onto the Premises by or for Lessee, or any third party
(provided however, that Lessee that shall have no liability under this Lease
with respect to underground migration of any Hazardous Substance under the
Premises from areas outside of the Project not caused or contributed to by
Lessee). Lessee's obligations shall include, but not be limited to, the effects
of any contamination or injury to person, property or the environment created or
suffered by Lessee, and the cost of investigation, removal, remediation,
restoration and/or abatement, and shall survive the expiration or termination of
this Lease. No termination, cancellation or release agreement entered into by
Lessor and Lessee shall release Lessee from its obligations under this Lease
with respect to Hazardous Substances, unless specifically so agreed by Lessor in
writing at the time of such agreement.

          (e)      Lessor Indemnification. Lessor
and its successors and assigns shall indemnify, defend, reimburse and hold
Lessee, its employees and lenders, harmless from and against any and all
environmental damages, including the cost of remediation, which suffered as a
direct result of Hazardous Substances on the Premises prior to Lessee taking
possession or which are caused by the gross negligence or willful misconduct of
Lessor, its agents or employees. Lessor's obligations, as and when required by
the Applicable Requirements, shall include, but not be limited to, the cost of
investigation, removal, remediation, restoration and/or abatement, and shall
survive the expiration or termination of this Lease.

          (f)       Investigations and
Remediation. Lessor shall retain the responsibility and pay for any
investigations or remediation measures required by governmental entities having
jurisdiction with respect to the existence of Hazardous Substances on the
Premises prior to Lessee taking possession, unless such remediation measure is
required as a result of Lessee's use (Including "Alterations", as defined in
paragraph 7.3(a) below) of the Premises, in which event Lessee shall be
responsible for such payment. Lessee shall cooperate fully in any such
activities at the request of Lessor, including allowing Lessor and Lessors
agents to have reasonable access to the Premises at reasonable times in order to
carry out Lessor's investigative and remedial responsibilities.

          (g)      Lessor Termination Option. If
a Hazardous Substance Condition (see Paragraph 9.1(e)) occurs during the term of
this Lease, unless Lessee is legally responsible therefor (in which case Lessee
shall make the investigation and remediation thereof required by the Applicable
Requirements and this Lease shall continue in full force and effect, but subject
to Lessor’s rights under Paragraph 6 2(d) and Paragraph 13), Lessor may, at
Lessors option, either (i) investigate and remediate such Hazardous Substance
Condition, if required. as soon as reasonably possible al Lessors expense, in
which event this Lease shall continue in full force and effect, or
(ii)  if the estimated cost to remediate such condition exceeds 12
times the then monthly Base Rent or $100,000, whichever is greater, give written
notice to Lessee, within 30 days after receipt by Lessor of knowledge of the
occurrence of such Hazardous Substance Condition, of Lessor's desire to
terminate this Lease as or the date 60 days following the date of such notice.
In the event Lessor elects to give a termination notice, Lessee may, within 10
days thereafter, give written notice to Lessor of Lessee's commitment to pay the
amount by which the cost of the remediation of such Hazardous Substance
Condition exceeds an amount equal to 12 times the then monthly Base Rent or
$100,000, whichever is greater. Lessee shall provide Lessor with sold funds or
satisfactory assurance thereof within 30 days following such commitment. In such
event, this Lease shall continue in force and effect, and Lessor shall proceed
to make such remediation as soon as reasonably possible after the required funds
are available. If Lessee does not give such notice and provide the required
funds or assurance thereof within the time provided, this Lease shall terminate
as of the date specified in Lessor's notice of termination.

          6.3     Lessee's Compliance with Applicable
Requirements. Except as otherwise provided in this Lease, Lessee shall,
at Lessee's sole expense, fully, diligently and in a timely manner, materially
comply with all Applicable Requirements, the requirements of any applicable fire
insurance underwriter or rating bureau, and the recommendations of Lessors
engineers and/or consultants which relate in any manner to such Requirements,
without regard to whether said Requirements are now in effect or become
effective after the Start Date. Lessee shall, within 10 days after receipt of
Lessors written request, provide Lessor with copies of all permits and other
documents, and other information evidencing Lessee's compliance with any
Applicable Requirements specified by Lessor, and shall immediately upon receipt,
notify Lessor in writing (with copies of any documents involved) of any
threatened or actual claim, notice, citation, warning, complaint or report
pertaining to or involving the failure or Lessee or the Premises to comply with
any Applicable Requirements. Likewise, Lessee shall immediately give written
notice to Lessor of: (i) any water damage to the Premises and any suspected
seepage, pooling, dampness of ether condition conducive to the production of
mold; or (ii) any mustiness or other odors that might indicate the presence of
mold in the Premises.

    

     

    
      	 
	
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          6.4       Inspection; Compliance. Lessor
and Lessors “Lender” (as defined in Paragraph 30) and consultants shall have the
right to enter into Premises at any time, in the case of on emergency, and
otherwise at reasonable times after reasonable notice, for the purpose of
inspecting the condition of the Premises and for verifying compliance by Lessee
with this Lease. The cost of any such inspections shall be paid by Lessor unless
a violation of Applicable Requirements, or Hazardous Substance condition (See
Paragraph 9.1)  is found to exist or be imminent or the inspection is
requested or ordered by a governmental authority. In such case, Lessee shall
upon request reimburse Lessor for me cost of Such inspection, so long as such
inspection is reasonably related to the violation or contamination. In addition,
Lessee shall provide copies of all relevant material safety data sheets (MSDS)
to Lessor within 10 days of the receipt of written request
therefor.

      7.           Maintenance; Repairs; Utility
Installations; Trade Fixtures and Alterations.

          7.1           Lessee's
Obligations.

          (a)      In General. Subject to the
provisions of Paragraph 2.2 (Condition), 2.3 (Compliance), 6.3 (Lessee's
Compliance with Applicable Requirements), 7.2 (Lessors Obligations), 9 (Damage
or Destruction), and 14 (Condemnation), Lessee shall, at Lessee's sole expense,
keep the Premises, Utility Installations (intended for Lessee's exclusive use,
no matter where located), and Alterations in good order, condition and repair
(whether or not the portion of the Premises requiring repairs, or the means of
repairing the same, are reasonably or readily accessible to Lessee, and whether
or not the need for such repairs occurs as a result of Lessee's use, any prior
use, the elements or the age of such portion of the Premises), including, but
not limited to, all equipment or facilities, such as plumbing, HVAC equipment,
electrical, lighting facilities, boilers, pressure vessels, fixtures, interior
walls, interior surfaces of exterior walls, ceilings, floors, windows, doors,
plate glass, and skylights but excluding any items which are the responsibility
of Lessor pursuant to Paragraph 7.2. Lessee, in keeping the Premises in good
order, condition and repair, shall exercise and perform good maintenance
practices, specifically including the procurement and maintenance of the service
contracts required by Paragraph 7.1(b) below. Lessee's obligations shall include
restorations, replacements or renewals when necessary to keep the Premises and
all improvements thereon or a part thereof in good order, condition and state of
repair.

          (b)     Service Contracts. Lessee
shall. at Lessee's sole expense, procure and maintain contracts, with copies to
Lessor. in customary form and substance for, and with contractors specializing
and experienced in the maintenance of the following equipment and improvements,
if any, if and when installed on the Premises: (i) HVAC equipment, (ii) boiler
and pressure vessels, (iii) clarifiers, and (iv) any other equipment, if
reasonably required by Lessor. However, Lessor reserves the right, upon notice
to Lessee, to procure and maintain any or all of such service contracts, and
Lessee shall reimburse Lessor, upon demand, for the cost thereof.

          (c)     Failure to
Perform. If Lessee fails to perform Lessee's obligations under this
Paragraph 7 1, Lessor may enter upon the Premises after 10 days' prior written
notice to Lessee (except in the case of an emergency, in which case no notice
shall be required), perform such obligations on Lessee's behalf, and put the
Premises in good order, condition and repair, and Lessee shall promptly pay to
Lessor a sum equal to 115% of the cost thereof.

          (d)     Replacement. Subject to
Lessee's Indemnification of Lessor as set forth in Paragraph 8.7 below, and
without relieving Lessee of liability resulting from Lessee's failure to
exercise and perform good maintenance practices, if an item described In
Paragraph 7.1(b) cannot be repaired other than at a cost which is in excess of
50% of the cost of replacing such item, then such item shall be replaced by
Lessor, and the cost thereof shall be prorated between the Parties and Lessee
shall only be obligated to pay, each month during the remainder of the term of
this Lease, on the date on which Base Rent is due, an amount equal to the
product of multiplying the cost of such replacement by a fraction, the numerator
of which is one, and the denominator of which is 144 (ie. 1/144th of the cost
per month). Lessee shall pay interest on the unamortized balance but may prepay
its obligation at any time.

          7.2     Lessors Obligations. Subject
to the provisions of Paragraphs 2.2 (Condition), 2.3 (Compliance), 4.2 (Common
Area Operating Expenses), 6 (Use), 7.1 (Lessee's Obligations), 9 (Damage or
Destruction) and 14 (Condemnation), Lessor, subject to reimbursement pursuant to
Paragraph 4.2, shall keep in good order, condition end repair the foundations,
exterior walls, structural condition of interior bearing wails, exterior roof,
fire sprinkler system, Common Area fire alarm and/or smoke detection systems,
fire hydrants, parking lots, walkways, parkways, driveways, landscaping, fences,
signs and utility systems serving the Common Areas and all parts thereof, as
well as providing the services for which there is a Common Area Operating
Expense pursuant to Paragraph 4.2. Lessor shall not be obligated to paint the
exterior or interior surfaces of exterior wails nor shall Lessor be obligated to
maintain, repair or replace windows, doors or plate glass of the Premises.
Lessee expressly waives the benefit of any statute new or hereafter in effect to
the extent it is inconsistent with the terms of this Lease.

          7.3           Utility Installations; Trade
Fixtures; Alterations.

          (a)      Definitions.
The term “Utility
Installations” refers to all floor and window coverings, air and/or
vacuum lines, power panels, electrical distribution, security and fire
protection systems, communication cabling, lighting fixtures, HVAC equipment,
plumbing, and fencing in or on the Premises. The term "Trade Fixtures" shall mean
Lessee's machinery and equipment that can be removed without doing material
damage to the Premises. The term "Alterations" shall mean any
modification of the improvements, other than Utility Installations or Trade
Fixtures, whether by addition or deletion. "Lessee Owned Alterations and/or
Utility Installations" are defined as Alterations and/or Utility
Installations made by Lessee that are not yet owned by Lessor pursuant to
Paragraph 7.4(a).

          (b)     Consent.
Lessee shall not make any Alterations or Utility Installations to the Premises
without Lessors prior written consent. Lessee may, however, make non-structural
Utility Installations to the Interior of the Premises (excluding the roof)
without such consent but upon notice to Lessor, as long as they are not visible
from the outside, do not involve puncturing, relocating or removing the roof or
any existing walls, will not affect the electrical, plumbing, HVAC, and/or life
safety systems, and the cumulative cost thereof during this Lease as extended
does not exceed a sum equal to 3 month's Base Rent in the aggregate or a sum
equal to one month's Base Rent in any one year. Notwithstanding the foregoing,
Lessee shall not make or permit any roof penetrations and/or install anything on
the roof without the prior written approval of Lessor. Lessor may, as a
precondition to granting such approval, require Lessee to utilize a contractor
chosen and/or approved by Lessor. Any Alterations or Utility Installations that
Lessee shall desire to make and which require the consent of the Lessor shall be
presented to Lessor in written form with detailed plans. Consent shall be deemed
conditioned upon Lessee's: (i) acquiring an applicable governmental permits,
(ii) furnishing Lessor with copies of both the permits and the plans and
specifications prior to commencement of the work, and (iii) compliance with all
conditions of said permits and other Applicable Requirements in a prompt and
expeditious manner. Any Alterations or Utility Installations shall be performed
in a workmanlike manner with good and sufficient materials. Lessee shall
promptly upon completion furnish Lessor with as-built plans and specifications.
For work which costs an amount in excess of one month's Base Rent, Lessor may
condition its consent upon Lessee providing a lien and completion bond in an
amount equal to 150% of the estimated cost of such Alteration or Utility
Installation and/or upon Lessee's posting an additional Security Deposit with
Lessor.

          (c}     Liens; Bonds.
Lessee shall pay, when due, all claims for labor or materials furnished or
alleged to have been furnished to or for Lessee at or for use on the Premises,
which claims are or may be secured by any mechanic's or materialmen’s lien
against the Premises or any interest therein. Lessee shall give Lessor not less
than 10 days notice prior to the commencement of any work in, on or about the
Premises, and Lessor shall have the right to post notices of non-responsibility.
If Lessee shall contest the validity of any such lien, claim or demand, then
Lessee shall, at its sole expense defend and protect itself, Lessor and the
Premises against the same and shall pay and satisfy any such adverse judgment
that may be rendered thereon before the enforcement thereof. If Lessor shall
require, Lessee shall furnish a surety bond in an amount equal to 150% of the
amount of such contested lien, claim or demand, indemnifying Lessor against
liability for the same. If Lessor ellects to participate on any such action
Lessee shall pay Lessors attorneys' fees and costs.

       

      
        	 
	
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      7.4           Ownership; Removal; Surrender; and
Restoration.

          (a)     Ownership. Subject to Lessors right to require
removal or elect ownership as hereinafter provided, all Alterations and Utility
Installations made by Lessee shall be the property of Lessee, but considered a
part of the Premises. Lessor may at any time, elect in writing to be the owner
of all or any specified part of the Lessee owned alterations and utility
Installations. Unless otherwise instructed per paragraph 7.4(b) hereof all Losee
owned Alterations and Utility Installations shall at the expiration or
termination of this Lease, become the property of Lessor and be surrendered by
Lessee with the Premises.

          (b)      Removal. by delivery to Lessee of written
notice from Lessor not earlier than 90 and not later than 30 days prior to the
end of the term of this Lease, Lessor may require that any or all Lessee Owned
Alterations or Utility Installations be removed by the expiration or termination
of this Lease. Lessor may require the removal at any time of all of any part of
any Lessee Owned Alterations or Utility Installations made without the required
consent

          (c)      Surrender; Restoration. Lessee shall surrender
the Premises by the Expiration Date or any earlier termination date with all of
the improvements, parts and surfaces thereof broom clean and free of debris, and
in good operating order, condition and state of repair, ordinary wear and tear
excepted. Ordinary wear and tear shall not include any damage or deterioration
that would have been prevented by good maintenance practice. Notwithstanding the
foregoing, if this Lease is for 12 months or less, than Lessee shall surrender
the Premises in the same condition as delivered to Lessee on the Start Date with
NO allowance for ordinary wear and tear. Lessee shall repair any damage
occasioned by the installation. Maintenance or removal of Trade Fixtures, Lessee
owned Alterations and/or Utility Installations, furnishings and equipment as
well as the removal of any storage tank Installed by or for Lessee. Lessee shall
also completely remove from the Premises any and all Hazardous Substances
brought onto the Premises by or for Lessee, or any third party (except Hazardous
Substances which were deposited via underground migration from areas outside the
property of the Premises) even if such removal would require Lesee to perform or
pay for work that exceeds statutory requirements. Trade Fixtures shall remain
the properly of Lessee and shall be removed by Lessee. Any personal property of
Lessee not removed by or before the Expiration Date or any earlier termination
date shall be deemed to have been abandoned by Lessee and may be disposed of or
retained by Lessor as Lessor may desire. The failure by Lessee to timely vacate
the Premises pursuant to this Paragraph 7.4(c) without the express written
consent of Lessor shall constitute a holdover under the provisions of Paragraph
26 below.

      8.            Insurance Indemnity.

          8.1             
Payment of Premium
Increases.

          (a)     As used
herein, the term "Insurance Cost
Increase" Is defined as any Increase In the actual cost of the Insurance
applicable to the Building and/or the Project and required to be carried by
Lessor, pursuant to Paragraphs 6.2(b), 8.3(a) and 8.3(b), ("Required
Insurance'), over and above the Base Premium, as hereinafter defined, calculated
on an annual basis. Insurance Cost Increase shall include, but not be limited
to, requirements of the holder of a mortgage or deed of trust covering the
Premises, Building and/or Project, increased valuation of the Premises. Building
and/or Project, and a general premium rate Increase. The term Insurance Cost
Increase shall not, however, include any premium increases resulting from the
nature of the occupancy of any other tenant of the Building. If the parties
insert a dollar amount in Paragraph 1.9. such amount shall be considered the
"Base Premium" The Base Premium shall be the annual premium applicable to the 12
month period immediately preceding the Start Date. If, however, the Project was
not insured for the entirety of such 12 month period, then the Base Premium
shall be the lowest annual premium reasonably obtainable for the Required
Insurance as of the Start Date, assuming the most nominal use possible of the
Building. In no event, however, shall Lessee be responsible for any portion of
the premium cost attributable to liability Insurance coverage in excess of
$2,000,000 procured under Paragraph 8.2(b).

          (b)           Lessee
shall pay any Insurance Cost Increase to Lessor pursuant to Paragraph 4.2.
Premiums for policy periods commencing prior to, or extending beyond, the term
of this Lease shall be prorated to coincide with the corresponding Start Date or
Expiration Date

          8.2     Liability Insurance.

          (a)     Carried by Lessee. Lessee shall obtain and keep
in force a Commercial General Liability policy of insurance protecting Lessee
and Lessor as an additional Insured against Claims for bodily injury, personal
injury and properly damage based upon or arising out of the ownership, use,
occupancy or maintenance of the Premises and all areas appurtenant thereto. Such
insurance shall be an occurrence basis powering single limit coverage in an
amount not less than $1,000,000 per occurrence with an annual aggregate of not
less than $2,000,000 Lessee shall add Lessor as as additional insured by means
of an endorsement at least as broad as the Insurance Service Organization's
'Additional Insured-Managers or Lessors of Premises' Endorsement and coverage
shall also be extended to include damage caused by heat, smoke or fumes from a
hostile fire. The policy shall not contain any intra-insured exclusions as
between Insured persons or organizations, but shall include coverage for
liability assumed under this Lease as an 'insured contract for the performance
of Lessee's indemnity obligations under this Lease. The limits of said insurance
shall not however, limit the liability of Lessee nor relieve Lessee of any
obligation hereunder. Lessee shall provide an endorsement on the liability
policy(ies) which provides that its Insurance shall be primary to and not
contributory with any similar insurance carried by Lessor, whose insurance shall
be considered excess insurance only.

          (b)     Carried by Lessor. Lessor shall maintain
liability Insurance as described In Paragraph 8.2(a), in addition to, and not In
lieu of, the insurance required to be maintained by Lessee. Lessee shall not be
named as an additional insured therein.

          8.3           Property Insurance, Building, Improvements and Rental
Value.

          (a)      Building and Improvements. Lessor shall obtain
and keep in force a policy or policies of insurance In the name of Lessor, with
loss payable to Lessor, any ground-lessor, end to any Lender Insuring loss or
damage to the Premises. The amount of such insurance shall be equal to the full
Insurable replacement cost of the Premises, as the same shall exist from time to
time, or the amount required by any Lender, but in no event more than the
commercially reasonable and available insurable value thereof. Lessee Owned
Alterations and Utility Installations, Trade Futures, and Lessee's personal
property shall be Insured by Lessee under Paragraph 8.4. If the coverage is
available and commercially appropriate, such policy or policies shall insure
against all risks of direct physical loss or damage (except the perils of flood
and/or earthquake unless required by a Lender), including coverage for debris
removal and the enforcement of any Applicable Requirements requiring the
upgrading, demolition, reconstruction or replacement of any portion of the
Premises as the result of a covered loss. Said policy or policies shall also
contain on agreed valuation provision in lieu of any coinsurance clause, waiver
of subrogation, and infinite guard protection causing an increase in the annual
property insurance coverage amount by a factor of not less than the adjusted
U.S. Department of Labor Consumer Price Index for All Urban Consumers for the
city nearest to where the Premises are located. If such Insurance coverage has a
deductible clause, the deductible amount shall not exceed $1.000 per
occurrence.

          (b)     Rental Value. Lessor shall also obtain and keep
in force a policy or policies in the name of Lessor with toss payable to Lesser
and any Lender, insuring the loss of the full Rent for one year with an extended
period of indemnity bar an additional 180 days (“Rental Value
insurance”). Said insurance shall contain an agreed valuation provision
in lieu of any coinsurance clause and the amount of Coverage shad be adjusted
annually to reflect the projected Rent otherwise payable by Lessee, for the next
12 month period.

          (c)     Adjacent Premises. Lessee shall pay for any
increase In the premiums for the properly insurance of the Building and for the
Common Areas or other buildings in the Project if said increase is caused by
Lessee's acts, omissions, use or occupancy of the Premises.

          (d)     Lessee's Improvements. Since Lessor is the
Insuring Party, Lessor shall not be required to Insure Lessee Owned Alterations
and Utility installations unless the item in question has become the property of
Lessor under the terms of this Lease.

          8.4          
   Lessee's Property Business
Interruption Insurance.

       

      
        	 
	
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          (a)      Property Damage. Lessee shall obtain and
maintain insurance coverage on all of Lessee's personal property, Trade
Fixtures, and Lessee Owned Alterations and Utility Installations. Such insurance
shall be full replacement cost coverage with a deductible of not to exceed
$1,000 per occurrence. The proceeds from any such Insurance shall be used by
Lessee for the replacement of personal property, Trade Fixtures and Lessee Owned
Alterations and Utility Installations. Lessee shall provide Lessor with written
evidence that such insurance is in force.

          (b)     Business Interruption. Lessee shell obtain and
maintain loss of Income and extra expense insurance In amounts as well as
reimburse Lessee for direct or Indirect loss of earnings attributable to all
perils commonly insured against by prudent lessees in the business of
Lessee

      or
attributor able to prevention of access to the Premises as a result of such
perils.


          (c) No
Representation of Adequate Coverage. Lessor makes no representation that the
limits or forms of coverage of insurance specified herein are adequate to cover
Lessee's property, business operations or obligations under this
Lease.


          8.5           Insurance Policies. Insurance required herein
shall be by companies duly licensed or admitted to transact business in the
state where the Premises are located, and maintaining during the policy term a
'General Policyholders Rating' of at lease A-.VI. as set forth in the most
current Issue of 'Best's Insurance Guide', or such other rating as may be
required by a Lender. Lessee shall not do or permit to be done anything which
invalidates the required insurance policies. Lessee shall, prior to the Start
Date. deliver to Lessor certified copies of policies of such insurance or
certificates evidencing the existence and amounts of the required insurance. No
such policy shall be cancelable or subject to modification except after 30 days
prior written notice to Lessor. Lessee shall, atleast 10 days prior to the
expiration of such policies. furnish Lessor with evidence of renewals or
“insurance binders" evidencing renewal thereof, or Lessor may order such
Insurance and charge the cost thereof to Lessee, which amount shall be payable
by Lessee to Lessor upon demand. Such policies shall be for a term of at least
one year or the length of the remaining term of this Lease, whichever is less.
If either Party shall fail to procure and maintain the Insurance required to be
carried by it, the other Party may, but shall not be

      required
to procure and maintain the same.


          8.6     Waiver of Subrogation. Without affecting any
other rights or remedies, Lessee and Lessor each hereby release and relieve the
other, and waive their entire right to recover damages against the other, for
loss of or damage to its property arising out of or incident to the perils
required to be insured against herein. The effect of such releases and waivers
is not limited by the amount of Insurance carried or required, or by any
deductibles applicable hereto. The Parties agree to have their respective
property damage insurance carries waive any right to subrogation that such
companies may have against Lessor or Lessee, as the case may be, so long as the
Insurance is not invalidated thereby.

          8.7     Indemnity. Except for Lessors gross negligence
or willful misconduct, Lessee shall indemnify, protect, defend and hold harmless
the Premises, Lessor and its agents, Lessor's master or ground lessor, partners
and Lenders, from and against any and all claims, loss of rents and/or damages,
liens, judgments, pinalties, attorneys' and consultants' fees, expenses and/or
liabilities arising out of, involving or in connection with, the use and/or
occupancy of the Premises by Lessee. If any action or proceeding is brought
against Lessor by reason of any of the foregoing matters, Lessee shall upon
notice defend the same at Lessee's expense by counsel reasonably satisfactory to
Lessor and Lessor shall cooperate with Lessee in such defense. Lessor need not
have first paid any such claim in order to be defended or
Indemnified.

          8.8      Exemption of Lessor and Its Agents from
Liability. Notwithstanding the negligence or breach of this Lease by
Lessor or its agents, neither Lessor nor Its agents snail be liable under any
circumstances for (i) injury or damage to the person or goods, wares,
merchandise of other property of Lessee, Lessee's employees, contractors,
Invitees, customers, or any other person in or about the Premises, whether such
damage or injury is caused by or results from fire, steam, electricity, gas,
water or rain, indoor air quality, the presence of mold or from the breakage,
leakage obstruction or other defects of pipes, fire sprinklers, wires,
appliances, plumbing, HVAC or lighting fixtures, or from any other cause whether
the said injury or damage results from conditions arising upon the Premise or
upon other portions of the Building, or from other sources or places, (ii) any
damages arising from any act or neglect of any other tenant of Lessor or from
the failure of Lessor or its agents to enforce the provisions of any other lease
In the Project, or (iii) injury to Lessee's business or for any loss of Income
or mad therefrom, Instead, it is intended that Lessee's sole recourse in the
event of such damages or Injury be to file a claim on the insurance policy(ies)
that Lessee is required to maintain pursuant to the provisions of paragraph
8.

          8.9     Failure to Provide Insurance. Lessee
acknowledges that any failure on its part to obtain or maintain the insurance
required herein will expose Lessor to risks and potentially cause Lessor to
incur costs not contemplated by this Lease, the extent of which will be
extremely difficult to ascertain. Accordingly, for any month or portion thereof
that Lessee does not maintain the required insurance and/or does not provide
Lessor with the required binders or certificates evidencing the existence of the
required Insurance, the Base Rent shall be automatically increased, without any
requirement for notice to Lessee, by an amount equal to 10% of the then existing
Base Rent or $100, whichever is greater. The parties agree that such increase In
Base Rent represents fair and reasonable compensation for the additional
risk/costs that Lessor will incur by reason of Lessee's failure to maintain the
required Insurance. Such Increase in Base Rent Shall in no event constitute a
waiver of Lessee's Default or Breach with respect to the Mare to maintain such
Insurance, prevent the exercise of any of the other rights and remedies granted
hereunder, nor relieve Lessee of its obligation to maintain the Insurance
specified in this Lease.

      9.           Damage or Destruction.

          9.1    Definitions.

          (a)    "Premises Partial Damage". shall mean damage or
destruction to the improvements on the Promises, other Lessee Owned Alterations
and Utility Installations, which can reasonably be repaired in 3 months or less
from the date of the damage or destruction, and the Cost thereof does not exceed
a sum equal to 6 month's Base Rent, Lessor that notify Lessee in writing within
30 days from the date of the damage or destruction as to whether or not the
damage Is Partial or Total. Notwithstanding the foregoing. Premises Partial
Damage shall not include damage to windows, doom, and/or other similar Items
which Lessee has the responsibility to repair or replace pursuant to the
provisions of Paragraph 7.1

          (b)    "Premise Total Destruction”. shall mean damage
or destruction to the improvements on the Premises other than Lessee Owned
Alterations and Utilities Installations and Trade Fixtures, which cannot
reasonably be repaired in 3 months or less from the date of the damage or
destruction and/or the cost thereof exceeds a sum equal to 6 month's Base Rent.
Lessor shall notify Lessee in writing within 30 days from the data of the damage
or destruction as to whether or not the damage is Partial or Total.

          (c)    "Insured
Loss”. shall mean damage or destruction to Improvements on the Premises,
other than Lessee Owned Alterations and utilities Installations and Trade
Fixtures, which was caused by an event required to be covered by the insurance
described in Paragraph 8.3(a), irrespective of any deductible amounts or
coverage limits involved.

          (d)    "Replacement
Cost' shall mean the cost to repair or rebuild the improvements owned by
Lessor at the time of the occurrence to their condition existing immediately
prior thereto, Including demolition, debris removal and upgrading required by
the operation of Applicable Requirements, and without deduction for
depreciation.

          (e)     "Hazardous
Substance Condition" shall mean the occurrence or discovery of a
condition involving the presence of. or a contamination by, a Hazardous
Substance as defined in Paragraph 6.2(e), in, on, or under the Premises which
requires repair, remediation. or restoration.

          9.2     Partial Damage - Insured Loss. If a Premises
Partial Damage that is an Insured Loss occurs, then Lessor shall, at Lessors
expense, repair such damage (but not Lessee's Trade Fixtures or Lessee Owned
Alterations and utility Installations) as soon as reasonably possible and this
Lease shall continue in full force and effect provided, however, that Lessee
shall, at Lessors election, make the repair of any damage or

       

      
        	 
	
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      destruction
the total cost to repair of which is $10,000 or less, and, in such event, Lessor
shall make any applicable insurance proceeds available to Lessee on a reasonable
basis for that purpose. Notwithstanding the foregoing, if the required insurance
was not in force or the insurance proceeds are not sufficient to effect such
repair, the Insuring Party shall promptly contribute the shortage in proceeds as
and when requited to Complete said repairs. In the event, however, Such shortage
was due to the fact that, by reason of the unique nature of the improvements,
full replacement cost insurance coverage was not commercially reasonable and
available. Lessor shall have no obligation to pay for the shortage in insurance
proceeds or to fully restore the unique aspects of the Premises unless Lessee
provides Lessor with the funds to cover same, or adequate assurance thereof ,
within 10 days following receipt of written notice of such shortage and request
therefor. If Lessor receives said funds of adequate assurance thereof within
said 10 day period, the party responsible for making the repairs shall complete
them as soon as reasonably possible, and this Lease shall remain in full force
end effect. If such funds or assurance are not received, Lessor may nevertheless
elect by written notice to Lessee within 10 days thereafter to: (i) make such
restoration and repair as is commercially reasonable with Lessor paying any
shortage in proceeds, In which case this Lease shall remain in full force and
effect, or (ii) have this Lease terminate 30 days thereafter. Lessee shall not
be entitled to reimbursement of any funds contributed by Lessee to repair any
such damage or destruction. Premises Partial Damage due to flood or earthquake
shall be subject to Paragraph 9.3, notwithstanding that there may be some
insurance coverage, but the net proceeds of any such insurance shall be made
available for the repairs if made by either Party.


          9.3     Partial Damage - Uninsured Loss. If a Premises
Partial Damage that Is not an Insured Loss occurs, unless caused by a negligent
or willful act of Lessee (in which event Lessee shall make the repairs at
Lessee's expense). Lessor may either: (i) repair such damage as soon as
reasonably possible at Lessor's expense, In which event this Lease shall
continue In full force and effect, or (ii) terminate this Lease by giving
written notice to Lessee within 30 days after receipt by Lessor of knowledge of
the occurrence of such damage. Such termination shall be effective 60 days
following the date of such notice. In the event Lessor to terminate this lease,
Lesssee shall have the right within 10 days afeter receipt of the

      termination
notice to give written notice to Lessor of Lessee's commitment to pay for the
repair of such damage without reimbursement from Lessor. Lessee shall provide
Lessor with said funds or satisfactory assurance thereof within 30 days after
making such commitment. In such event this Leese shall continue in full force
and effect, and Lessor shall proceed to make such repairs as soon as reasonably
possible after the required funds are available. If Lessee does not make the
required commitment, this Lease shall terminate as of the date specified in the
termination notice.


          9.4     Total Destruction. Notwithstanding any other
provision hereof, if a Premises Total Destruction occurs, this Lease shall
terminate 60 days following such Destruction. If the damage or destruction was
caused by the gross negligence or willful misconduct of Lessee, Lessor shall
have the right to recover Lessor's damages front Lessee, except as provided In
Paragraph 8.6.

          9.5     Damage Near End of Term. If at any time during
the  last 6 months of this Lease there is damage for which me cost to
repair exceeds one month's Base Rent, whether or not an Insured Loss, Lessor may
terminate this Lease effective 60 days following the date of occurrence of such
damage by giving a written termination notice to Lessee within 30 days after the
date of occurrence of such damage. Notwithstanding the foregoing, if Lessee at
that time has an exercisable option to extend this Lease or to purchase the
Premises, then Lessee may preserve this Lease by (a) exercising such option and
(b) providing Lessor with any shortage in insurance proceeds (or adequate
assurance thereof) needed to make thr repairs on or before the earlier of (i)
the date which is 10 days after Lessee's receipt of Lessor's written notice
purporting to terminate this Leese, or (ii) the day prior to the
date  upon which such option expires. If Lessee duly exercises such
option during such period and provides Lessor with funds (or adequate assurance
thereof) to cover any shortage in insurance proceeds, Lessor shall, at Lessor's
commercially reasonable expense, repair such damage as soon as reasonably
possible and this Lease shall continue in full force and effect. If Lessee fails
to exercise such option and provide such funds or assurance during such period,
then this Lease shall terminate on the date specified in the termination notice
and Lessee's option shall be extinguished.

          9.6           Abatement of Rent; Lessee's
Remedies.

          (a)    Abatement. In the event of Premises Partial
Damage or Premises Total Destruction or a Hazardous Substance Condition for
which Lessee is not responsible under this Lease, the Rent payable by Lessee for
the period required for the repair, remediation or restoration of such damage
shall be abated in proportion to the degree to which Lessee's use of the
Premises is impaired, but not to exceed the proceeds received from the Rental
Value insurance. All other obligations of Lessee hereunder shall be performed by
Lessee, and Lessor shall have no liability for any such damage, destruction,
remediation, repair or restoration except as provided herein.

          (b)    Remedies. If Lessor shall, be obligated
to repair or restore the Premises and does not commence, in a substantial and
meaningful way, such repair or restoration within 90 days after such obligation
shall accrue, Lessee may, at any time prior to the commencement of such repair
or restoration, give written notice to Lessor and to any Lenders of which Lessee
has actual notice, of Lessee's election to terminate this Lease on a dale not
loss than 60 days following the giving of such notice. If Lessee gives such
notice and such repair or restoration is not commenced within 30 days
thereafter, this Lease shall terminate as of the date specified in said notice.
If the repair or restoration is commenced within such 30 days, this Lease shall
continue in full force and effect. 'Commence' shell mean either the
unconditional authorization of the preparation of the required plans, or the
beginning of the actual work on the Premises, whichever first
occurs.

          9.7     Termination; Advance Payments. Upon termination
of this Lease pursuant to Paragraph 6.2(g) or Paragraph 9 an equitable
adjustment shall be made concerning advance Base Rent and any other advance
payments made by Lessee to Lessor Lessor shall in addition  returns to
Lessee so much of Lessees Security Deposit as has not been, or is not then
required to be, used by Lessor.

          9.8     Waive Statutes. Lessor and Lessee agree that
the terms of this Lease Shall govern the effect of any damage to or destruction
of the Premises with respect to the termination of this Lease and hereby waive
the provisions of any present or future statute to the extent inconsistent
herewith.

      10           Real Property Taxes.

      10.1        Definitions.

          (a)    "Real Property Taxes." As used herein, the term
'Real Property Taxes' shall include any form of assessment; real estate.
general, special, ordinary or extraordinary, or rental levy or tax (other than
Inheritance, personal Income or estate taxes); improvement bond; and/or license
fee imposed upon or levied against any legal or equitable interest of Lessor In
the Project, Lessor's right to other income therefrom, and/or Lessor's business
of leasing, by any authority having the direct or Indirect power to tax and
where the funds are generated with reference to the Project address end where
the proceeds so generated are to be applied by the city, county or other local
taxing authority of a jurisdiction within which the Proiect is located. The term
'Real Property Taxes' shall also include any tax, fee, levy, assessment or
charge, or any increase therein. (i) Imposed by reason of events occurring
during the term of this Lease. including but not limited to, a change In the
ownership of the Project, (ii) a change in the improvements thereon, and/or
(iii) levied or assessed on machinery or equipment provided by Lessor to Lessee
pursuant to this Lease.

          (b)    ''Base Real Property Taxes." As used herein,
the term "Base Real Property Taxes" shaft be the amount of Real Property Taxes,
which are assessed against the Premises, Building, Project or Common Areas In
the calendar year during which the Lease is executed In calculating Real
Property Taxes for any Calendar year, the Real Property Taxes for any real
estate tax year shall be Included in the calculation of Real Property Taxes for
such calendar year based upon the number of days which such calendar year and
tax year have in common.

          10.2     Payment of Taxes. Except as otherwise provided
in Paragraph 10.3, Lessor shall pay the Real Property Taxes applicable to ins
Project, and said payments shall be included in the calculation of Common Area
Operating Expenses in accordance with the provisions of Paragraph
4.2.

       

      
        
          	 
	
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          10.3     Additional Improvements. Common Area Operating
Expenses shall not include Real Property Taxes specified in the lax assessor’s
records and work sheets as being caused by additional improvements placed upon
the Project by other Lessee or by Lessor for the exclusive enjoyment of Such
ether lessees. Notwithstanding Paragraph 10.2 hereof, Lessee shall, however, pay
to Lessor at the time Common Area Operating Expenses are payable under Paragraph
4.2, the entirety of any Increase In Real Property Texas if assessed solely by
reason of Alterations, Trade Fixtures or Utility Installations placed upon the
Premises by Lessee or at Lessee's request or by reason of any alterations or
Improvements to the Premises made by Lessor subsequent to the execution of this
Lease by the Parties.

          10.4           Joint Assessment. If the Building Is not
separately assessed, Real Property Taxes allocated to the Building shall be an
equitable proportion of the Real Property Tame for all of the land and
Improvements included within the tax parcel assessed, such proportion to be
determined by Lessor from the respective valuations assigned in the assessors
work sheets or such other Information as may be reasonably available. Lessors
reasonable determination thereof. In good faith, shall be
conclusive.

          10.5     Personal Property Taxes. Lessee shall pay prier
to delinquency all taxes assessed against and levied upon Lessee Owned
Alterations and Utility Installations, Trade Fixtures, furnishings, equipment
and all personal property of Lessee contained in the Premises. When possible,
Lessee shall cause its Lessee Owned Alterations and Utility installations, Trade
Fixtures, furnishings, equipment and all other personal property to be assessed
and billed separately from the real property of Lessor. If any of Lessee's said
property shall be assessed with Lessors real property, Lessee shall pay Lessor
the taxes attributable to lessee's properly within 10 days after receipt of a
written statement setting forth the taxes applicable to Lessee's
property.

          11.   Utilities and Services. Lessee shall pay for
all water, gas, heat, light, power, telephone, trash disposal and other
utilities and services supplied to the Premises, together with any taxes thereon
Notwithstanding the provisions of Paragraph 4.2.If at any time Lessors sole
judgment. Lessor determines that Lessee is using a disproportionate amount of
water, electricity or other commonly metered utilities, or that lessee is
generating such a large volume of trash as to require an Increase in the size of
the trash receptacle and/or an increase in the number of times per month thtat
it is to be emptied, then Lessor may increase Lessee's Base Rent by an amount
equal to such increased costs. There shall be no abatement of Rent and Lessor
shall not be liable in any respect whatsoever for the inadequacy, stoppage,
interruption or discontinuance of any utility or service due to riot, strike,
labor dispute, breakdown, accident, repair or other cause beyond Lessor's
reasonable control or in cooperation with governmental request or
directions.

      12.   Assignment and Subletting.

          12.1           Lessor's Consent Required.

          (a)    Lessee shall
not voluntarily or by operation of taw assign, transfer, mortgage or encumber
(collectively, "assign or assignment") or sublet all or any part of Lessee's
interest in this Lease or In the Premises without Lessor's prior written
consent.

          (b)    Unless Lessee
is a corporation and its stock It publicly traded on a notional stock exchange,
a change in the control of Lessee shell constitute an assignment requiring
consent. The transfer, on a cumulative basis, of 25% or more of the voting
control of Lessee shall constitute a change In control for this
purpose.

          (c)     The
involvement of Lessee or its assets In any transaction, or series of
transactions (by way of merger, sale, acquisition, financing, transfer,
leveraged buy-out or otherwise), whether or not a format assignment or
hypothecation of this Lease or Lessee's assets occurs, which results or will
result in a reduction of the Net Worth of Lessee by an amount greater than 25%
of such Net Worth as it was represented at the time of the execution of this
Lease or at the time of the most recent assignment to which Lessor has
consented, or as it exists immediately prior to said transaction or transactions
constituting such reduction, whichever was or is greeter, shall be considered an
assignment of this Lease to which Lessor may withhold Its consent. "Net Worth of
Lessee" shall mean the net worth of Lessee (excluding any guarantors)
established under generally accepted accounting principles.

          (d)    An assignment
or subletting without consent shall at Lessors option, be a Default curable
after notice per Paragraph 13.1(c), or a noncurable Breach Without the necessity
of any notice and grace period. If Lessor elects to treat such unapproved
assignment or subletting as a noncurable Breach, Lessor may either: (i)
terminate this Lease, or (b) upon 30 days written notice, increase the monthly
Base Rent to 110% of Me Base Rent then to effect. Further, In the event of such
Breach and rental adjustment, (i) the purchase price of any option to purchase
the Premises held by Lessee shall be subject to similar adjustment to 110% of
the price previously In effect and  (ii) all fixed and non-fixed
rental adjustments scheduled during the remainder of the Lease term shall be
increased to 110% of the scheduled adjusted rent.

          (e)    Lessee's
remedy for any breach of Paragraph 12.1 by Lessor shell be limited to
compensatory damages antler injunctive relief

          (f)     Lessor may
reasonably withhold consent to a proposed assignment or subletting if Lessee is
in default at the time consent is requested.

          (g)     Notwithstanding the
foregoing, allowing a diminimus portion of the Premises, ie. 20 square feet or
less. to be used by a third party vendor in connection with the installation of
a vending machine or payphone shall not constitute a subletting.

          12.2        Terms and Conditions Applicable to Assignment and
Subletting.

      (a)Regardless
of Lessors consent, no assignment or subletting shall: (i) be effective without
the express written assumption by such assignee or sublessee of the obligations
of Lessee under this Lease, (ii) release Lessee of any obligations hereunder, or
(iii) alter the primary liability of Lessee for the payment of Rent or for the
performance of any other obligations to be performed by Lessee.

          (b)     Lessor may
accept Rent or performance of Lessee's obligations from any person other than
Lessee pending approval or disapproval of an assignment. Neither a delay In the
approval or disapproval of such assignment nor the acceptance of Rent or
performance shall constitute a waiver or estoppel of Lessors right to exercise
its remedies for Lessee's Default or Breach.

          (c)     Lessors
consent to any assignment or subletting shall not constitute a consent to any
subsequent assignment or subletling

          (d)     In the event
of any Default or Breach by Lessee, Lessor may proceed directly against Lessee.
Any Guarantors or anyone else responsible for the performance of Lessee's
obligations under this Lease, Including any assignee or sublessee, without first
exhausting Lessors remedies against any other person or entity responsible
therefore to Lessor, or any security held by Lessor.

          (e)     Each request
for consent to an assignment or subletting shall be in writing, accompanied by
information relevant to Lessor's determination as to the financial, and
operational responsibility and appropriateness of the proposed assignee or
sublessee  including but not limited to the Intended use and/or
required modification of the Premises, if any, together with a fee of $500 as
consideration for Lessors considering and processing said request. Lessee agrees
to provide Lessor with such other or additional information end/or documentation
as may be reasonably requested. (See also Paragraph 36)

          (f)     Any assignee
of, or sublessee under this Leese shall, by reason of accepting such assignment.
entering into such sublease or entering into possession of the Premises or any
portion thereof, be deemed to have assumed and agreed to conform and comply with
each and every term, covenant, condition and obligation  herein to be
observed or performed by Lessee during the term and said assignment of sublease
other than such obligations as are contrary to or inconsistent with provisions
of an assignment or sublease to which Lessor has specifically consented to in
writing

          (g)      Lessor's
consent to any assignment or subletting shall not transfer to the assignee or
sublessee any option granted to thee original Lessee by this Lease unless such
transfer is specifically consented to by Lessor in writing. (See Paragraph
39,2)

          12.3           Additional Terms and Conditions Applicable to
Subletting. The following terms and conditions shall apply to any
subletting by Lessee of an or any part of the Premises and shall be deemed
included In on subleases under this Lease whether Of not expressly Incorporated
therein:

       

      
        	 
	
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              (a)     Lessee hereby
assigns and transfers to Lessor all of Lessee's interest in an Rent payable on
any sublease, and Lessor may collect such Rent end apply same toward Lessee's
obligations under this Lease; provided, however, that until a Breach shall occur
in the performance of Lessee's obligations, Lessee may collect said Rent. In the
event that the amount collected by Lessor exceeds Lessee's then outstanding
obligations any such excess shall be refunded to Lessee. Lessor shall not, by
reason of the foregoing or any assignment of such sublease nor by reason of the
collection of Rent, be deemed liable to the sublessee for any failure of Lessee
to perform and comply with any of Lessee's obligations to such sublessee. Lessee
hereby irrevocably authorizes and directs any such sublessee, upon receipt of a
written notice from Lessor stating that a Breech exists in the performance of
Lessee's obligation under this Lease, to pay to Lessor atl Rent due and to
become due under the sublease. Sublessee shall rely upon any such notice from
Lessor and shall pay all Rents to Lessor without any obligation or right to
inquire as to whether such Breach exists notwithstanding any claim from Lessee
to the contrary.


              (b)     In the event
of a Breach by Lessee, Lessor may, at its option, require sublessee to attorn to
Lessor, in which event Lessor shall undertake the obligations of the sublessor
under such sublease from this time of the exercise of said option to the
expiration of such sublease; provided, however, Lessor shall not be liable for
any prepaid rents or security deposit paid by such sublessee to such sublessor
or for any prior Defaults or Breaches of such sublessor.


              (c)     Any matter
requiring the consent of the sublessor under a sublease shall also require the
consent or Lessor


              (d)    No sublessee
shall further assign or sublet all or any part of the Premises without Lessors
prior written consent


              (e)     Lessor shall
deliver a copy of any notice of Default or Breach by Lessee to the sublessee.
who shall have the right to cure the Default of Lessee within the grace period,
If any, specified In such notice. The sublessee shall have a right of
reimbursement and onset from and against Lessee for any such Defaults cured by
the subteasee.


          13.           Default Breach; Remedies

              13.1     Default; Breach. A "Default' is defined as a
failure by the Lessee to comply with or perform any of the terms, covenants
conditions or Rules and Regulations under this Lease. A 'Breach' is defined as
the occurrence of one or more of the following Defaults, and the failure of
Lessee to cure such Default within any applicable grace period:

              (a)    The
abandonment of the Premises; or the vacating of the Premises without providing a
commercially reasonable level of security, or where the coverage of the property
Insurance described in Paragraph 8.3 is jeopardized as a result thereof, or
without providing reasonable assurances to minimize potential
vandalism.


              (b)    The failure
of Lessee to make any payment of Rent or any Security Deposit required to be
made by Lessee hereunder, whether to Lessor or to a third party, when due, to
provide reasonable evidence of insurance or surety bond, or to fulfill any
obligation under this Lease which endangers or threatens life or property, where
such failure continues for a period of 3 business days following written notice
to Lessee.


              (c)     The
commission of waste, act or acts constituting public or private nuisance. and/or
an illegal activity on the Premises by Lessee, where such actions continue for a
period of 3 business days following written notice to Lessee.


              (d)    The failure
by Lessee to provide (i) reasonable written evidence of compliance with
Applicable Requirements, (ii) the service contracts. (iii) the rescission of an
unauthorized assignment or subletting, (iv) an Estoppel Certificate, (v) a
requested subordination. (vi) evidence concerning any guaranty and/or Guarantor,
(vii) any document requested under Paragraph 41, (viii) material data safety
sheets (MSDS), or (ix) any other documentation or information which Lessor may
reasonable require of Lessee under the terms of this Lease, where any such
failure continues for a period of 10 days following written notice to
Lessee.


              (e)     A Default by
Lessee as to the terms, covenants, conditions or provisions of this Lease or of
the rules adopted under Paragraph 2.9 hereof, other than those described in
subparagraphs 13.1(a), (b), (c) or (d), above, where such Default continues for
a period of 30 days after written notice; provided, however, that If the nature
of Lessee's Default Is such that more than 30 days are reasonably required for
its cure then it shall not be deemed to be a Breach if Lessee commences such
cure within said 30 day period and thereafter diligently prosecutes such cure to
completion,


              (f)     The
occurrence of any of the following events: (i) the making of any general
arrangement or assignment for the benefit of creditors; (ii) becoming a "debtor
as defined In 11 U.S.C. Section 101 or any successor statute thereto (unless, in
the case of a petition filed against Lessee the same is dismissed within 60
days); (iii) the appointment of a trustee or receiver to take possession of
substantially all of Lessee's assets located at the Premises or of Lessee's
Interest in this Lease, where possession is not restored to Lessee within 30
days; or (iv) the attachment, execution or other Judicial seizure of
substantially all of Lessee's assets located at the Premises or of Lessee's
interest in this Lease, where such seizure is not discharged within 30 days;
provided, however, In the event that any provision of this subparagraph is
contrary to any applicable law, such provision shall be of no force or effect,
and not affect the validity of the remaining provisions.


              (g)           The
discovery that any financial statement of Lessee or of any Guarantor given to
Lessor was materially false.


              (h)     If the
performance of Lessee's obligations under this Leese is guaranteed: (i) the
death of a Guarantor, ( ii) the termination of a Guarantors liability with
respect to this Leese other than in accordance with the terms of such guaranty.
(iii) a Guarantor's becoming insolvent or the subject of a bankruptcy filing,
(iv) a Guarantor's refusal to honor the guaranty, or (v) a Guarantees breach of
its guaranty obligation on an anticipatory basis, and Lessee's failure, within
60 days following written notice of any such event, to provide written
alternative assurance or security which, when coupled with the then existing
resources of Lessee, equals or exceeds the combined financial resources of
Lessee and the Guarantors that existed at the time of execution of this
Lease.


              13.2           Remedies. If Lessee fails to
perform any of its affirmative duties or obligations, within 10 days after
written notice for in case of an emergency, without notice), Lessor may, at its
option, perform such duty or obligation on Lessee's behalf. Including but not
limited to the obtaining of reasonably required bonds, insurance policies, or
governmental licenses, permits or approvals. Lessee shall pay to Lessor an
amount equal to 115% of the costs and expenses Incurred by Lessor in such
performance upon receipt of an invoice therefor. In the event of a Breach.
Lessor may with or without further notice or demand, and without limiting Lesser
in the exercise of any right or remedy which Lessor may have by reason of such
Breach

              (a)     Terminate
Lessee's right to possession of the Premises by any lawful means, in which case
this Lease shall terminate and Lessee shall immediately surrender possession to
Lessor. In such event Lessor shall be entitled to recover from Lessee (i) the
unpaid Rent with has been earned at the time of termination; (ii) the worth at
the time of award of the amount by which the unpaid rent which would have been
earned after termination until the time of award exceeds the amount of such
rental loss that the Lessee proves could have been reasonably avoided; (iii) the
worth at the time of award of the amount by which the unpaid rent for the
balance of the term attar the time of award exceeds the amount of such rental
less that the Lessee proves could be reasonably avoided; and (iv) any other
amount necessary to compensate Lessor for all the detriment proximately caused
by the Lessee's failure to perform its obligations under this Lease or which in
the ordinary course of things would be lately to result therefrom, including but
not limited to the cost of recovering possession of the Premises, expenses of
relatting including necessary renovation and alteration at the Premises.
reasonable attorneys' fees, and that portion of any leasing commission paid by
Lessor in connection with this Lease applicable to the unexpired term of this
Lease. The worth at the time of award of the amount referred to in provision
(iii) of the Immediately preceding sentence shall be computed by discounting
such amount at the discount rate of the Federal Reserve Bank of the District
within which the Premises are located at the time of award plus one percent.
Efforts by Lessor to mitigate damages caused by Lessee's Breath of this Lease
shall not waive Lessor, right to recover damages under Paragraph 12. if
termination of this Lease is obtained through the provisional remedy of unlawful
detainer, Lessor shall have the right to recover

           

          
            	 
	
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      in such
proceeding any unpaid Rent and damages as are recoverable therein, or Lessor may
reserve the right to recover all or any part thereof in a separate suit. If a
notice and grace period required under Paragraph 13.1 was not previously given,
a notice to pay rent or quit or to perform or quit given to Lessee under the
unlawful detainer statute shall also constitute the notice required by Paragraph
13.1. In such case, the applicable grace period required by Paragraph 13.1 and
the unlawful detainer statute shall run concurrently, and the failure of Lessee
to cure the Default within the greater of the two such grace periods shall
constitute both an unlawful detainer and a Breach of this Lease entitling Lessor
to the remedies provided for In this Lease and/or by said
statute.


          (b)     Continue the
Lease and Lessees right to possession and recover the Rent as it becomes due in
which event Lessee may sublet or assign, subject only to reasonable limitations.
Acts of maintenance, efforts to relet, and/or the appointment of a receiver to
protect the Lessor's interests, shall not constitute a termination of the
Lessee's right to possession.


          (c)     Pursue any
Other remedy now or hereafter available under the laws or judicial decisions of
the state wherein the Premises are located. The expiration and/or terminator of
this Lease and/or the termination of Lessee's right to possession shall not
relieve Lessee from liability under any Indemnity provisions of this Lease as to
matters occurring or accruing during the term hereof or by reason of Lessee's
occupancy of the Premises


          13.3     Inducement Recapture. Any agreement for free or
abated rent or other charges, or for the giving or paying by Lessor to or for
Lessee of any cash or other bonus, inducement or consideration for Lessee's
entering into this Lease, all of which concessions are hereinafter referred to
as "Inducement Provisions", shall be deemed conditioned upon Lessee's full and
faithful performance of all of the terms, covenants and conditions of this
Lease. Upon Breach of this Lease by Lessee, any such Inducement Provision shall
automatically be deemed deleted from this Lease and of no further force or
effect, and any rent, other charge, bonus. Inducement or consideration
theretofore abated, given or paid by Lessor under such an

      Inducement
Provision shall be immediately due and payable by Lessee to Lessor,
notwithstanding any subsequent cure of said Breach by Lessee. The acceptance by
Lessor of rent or the cure of the Breach which initiated the operation of this
paragraph shall not be deemed a waiver by Lessor of the provisions of this
paragraph unless specifically so stated in writing by Lessor at the time of such
acceptance.


          13.4     Late Charges. Lessee hereby acknowledges that
late payment by Lessee of Rent will cause Lessor to incur Costs not contemplated
by this Lease, the exact amount of which will be extremely difficult to
ascertain. Such costs Include, but are not limited to, processing and accounting
charges, and late charges which may be imposed upon Lessor by any Lender.
Accordingly, if any Rent shall not be received by Lessor within 5 days after
such amount shall be due, then, without any requirement for notice to Lessee,
Lessee shall Immediately pay to Lessor a one-time late charge equal to 10% of
each such overdue amount or $100, whichever Is greater. The parties hereby agree
that such late charge represents a fair and reasonable estimate of the costs
Lessor will Incur by reason of such late payment. Acceptance of such late charge
by Lessor shall in no event constitute a waiver of Lessee's Default or Breach
with respect to such overdue amount, nor prevent the exercise of any of the
other rights and remedies granted hereunder. In the event that a late charge is
payable hereunder, whether or not collected, for 3 consecutive installments of
Base Rent, then notwithstanding any provision of this Lease to the contrary,
Base Rent shall, at Lessees option, become due and payable quarterly in
advance

          13.5     Interest. Any monetary payment due Lessor
hereunder, other than late charges. not received by Lessor, when due as to
scheduled payments (such as Base Rent) or within 30 days following the date on
which it was due for non-scheduled payment. shall bear interest from the date
when due, as to scheduled payments, or the 31st day after it was due as to
non-scheduled payments. The interest ("Interest, charged shall be computed at
the rate of 10% per annum but shall not exceed the maximum rate allowed by law.
Interest is payable in addition to the potential late charge provided for In
Paragraph 13.4.

          13.6           Breach by
Lessor.

          (a)     Notice of Breach. Lessor shall not be deemed in
breach of this Leese unless Lessor fails within a reasonable time to perform an
obligation required to be performed by Lessor. For purposes of this Paragraph, a
reasonable time shall in no event be less than 30 days after receipt by Lessor,
and any Lender whose name and address shall have been furnished Lessee in
writing for such purpose, of written notice specifying wherein such obligation
of Lessor has not been performed; provided, however, that if the nature of
Lessor's obligation is such that more than 30 days are reasonably required for
Its performance, than Lessor shall not be in breach if performance is commenced
within such 30 day period and thereafter diligently pursued to
completion.

          (b)     Performance by Lessee on Behalf of Lessor. In
the event that neither Lessor nor Lender cures said breach within 30 days after
receipt of said notice, or if having commenced said cure they do not diligently
pursue it to completion. then Lessee may elect to cure said breach at Lessee's
expense and offset from Rent the actual and reasonable cost to perform such
cure, provided however, that such offset shall not exceed an amount equal to the
greater of one month's Base Rent or the Security Deposit, reserving Lessee's
right to reimbursement from Lessor for any such expense in excess of such
offset. Lessee shall document the cost of said cure and supply said
documentation to Lessor.

      14.         
Condemnation. If the Premises or any
portion thereof are taken under the power of eminent domain or sold under the
threat of the exercise of said power (collectively "Condemnation"), this Lease
shall terminate as to the part taken as of the date the Condemning authority
takes title or possession, whichever first occurs. If more than 10% of the floor
area of the Unit, or more than 25% of Lessee's Reserved Parking Spaces is taken
by Condemnation. Lessee may, at Lessee's option, to be exercised in writing
within 10 days after Lessor shall have given Lessee written notice of such
taking (or in the absence of such notice, within 10 days after the condemning
authority shall have taken possession) terminate this Lease as of the date the
condemning authority takes such possession. If Lessee does not terminate this
Lease in accordance with the foregoing. the Lease shall remain in full force and
effect as to the portion of the Premises remaining, except that the Base Rent
shall be reduced in proportion to the reduction in utility of the Premises
caused by such Condemnation. Condemnation awards and/or payments shall be the
property of Lessor, whether such award shall be made as compensation for
diminution in value of the leasehold, the value of the part taken, or for
severance damages; provided, however, that Lessee shall be entitled to any
compensation for Lessee's relocation expenses, less of business goodwill and/or
Trade Fixtures, without regard to whether or not this Lease is terminated
pursuant to the provisions of this Paragraph. All Alterations and Utility
installations made to the Premises by Lessee, for purposes of Condemnation only,
shall be considered the property of the Lessee and Lessee shall be entitled to
any and an compensation which is payable therefor. In the event that this Lease
Is not terminated by reason of the Condemnation, Lessor shall repair any damage
to the Premises caused by such Condemnation.

      15.         
Brokerage Fees.

          15.1     Additional Commission. In addition to the
payments owed pursuant to Paragraph 1.10 above, and unless Lessor and the
Brokers otherwise agree in writing. Lessor agrees that: (a) If Lessee exercises
any Option, (b) if Lessee acquires from Lessor any rights to the Premises or
other premises owned by Lessor and located within the Project, (c) if Lessee
remains in possession of the Premises, with the consent of Lessor. after the
expiration of this Lease, or (d) if Base Rent Is increased, whether by agreement
or operation of an escalation clause herein, then. Lessor shall pay Brokers a
fee in accordance with the schedule of the Brokers in effect at the time of the
execution of this Lease.

          15.2     Assumption of Obligations. Any buyer or
transferee of Lessors Interest In this Lease shall be deemed to have assumed
Lessor's obligation hereunder. Brokers shall be third party beneficiaries of the
provisions of Paragraphs 1.10. 15, 22 and 31. If Lessor fails to pay to Brokers
any amounts due as and for brokerage fees pertaining to this Lease when due,
then such amounts shall accrue Interest. In addition, if Lessor fails to pay any
amounts to Lessee's Broker when due, Lessee's Broker may send written notice to
Lessor and Lessee of such failure and if Lessor fails to pay such amounts within
10 days after said notice, Lessee shall pay said monies to its Broker and offset
such amounts against Rent In addition, Lessee's Broker shall be deemed to be a
third party beneficiary of any commission agreement entered into by and/or
between Lessor and Lessor's Broker for the limited purpose of collecting any
brokerage fee owed.

       

      
        	 
	
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        15.3     Representation and Indemnities of Broker
Relationships. Lessee and Lessor each represent and warrant to the other
that it has no dealings with any person, firm, broker or finder (other than the
Brokers, If any) in connection with this Lease, and that no one other than said
named Brokers is entitled to any commission or finder’s fee in connection
herewith. Lessee and Lessor do each hereby agree to indemnify, protect, defend
and hold the other harmless from and against liability for compensation or
charges which may be claimed by any such unnamed broker, finder or other similar
party by reason of any dealings or actions of the indemnifying Party, Melding
any costs, expenses, attorneys' fees reasonably incurred with respect
thereto.

    16.           Estoppel Certificates.

        (a)    Each Party
(as "Responding Party') shall within 10 days after written notice from the other
Party (the "Requesting Party") execute, acknowledge and deliver to the
Requesting Party a statement In writing in form similar to the then most current
"Estoppel Certificate" form published by the AIR Commercial Real Estate
Association, plus such additional Information, confirmation and/or statements as
may be reasonably requested by the Requesting Party.

        (b) I    f the
Responding Party shall fail to execute or deliver the Estoppel Certificate
within such 10 day period, the Requesting Party may execute an Estoppel
Certificate staling that: (i) the Lease is in full force and effect without
modification except as may be represented by the Requesting Party. (ii) there
are no uncured defaults In the Requesting Party's performance, and (iii) If
Lessor is the Requesting Party, not more than one month's rent has been paid In
advance. Prospective purchasers end encumbrancers may rely upon the Requesting
Party's Estoppel Certificate and the Responding Party shall be estopped from
denying the truth of the facts contained in said Certificate.

        (c)     If Lessor
desires to finance, refinance, or sell the Premises, or any part thereof, Lessee
and all Guarantors shall deliver to any potential lender or purchaser designated
by Lessor such financial statements as may be reasonably required by such lender
or purchaser, including but not limited to Lessee's financial statements for the
past 3 years. All such financial statements shall be received by Lessor and such
lender or purchaser in confidence and shall be used only for the purposes herein
set forth.

    17.           Definition of Lessor. The term "Lessor” as used
herein shall mean the owner or owners at the time in question of the fee tile to
the Premises, or, if this is a sublease, of the Lessee's interest in the prior
lease. In the event of a transfer of Lessors title or interest in the Premises
ort his  Lease, Lessor shall deliver to the transferee or assignee (in
cash or by credit) any unused Security Deposit held by Lessor. Except as
provided Paragraph 15, upon such transfer or assignment and delivery of the
Security Deposit, as aforesaid, the prior Lessor shall be relieved of all
liability with respect to the obligations and/or covenants under this Lease
thereafter to be performed by the Lessor. Subject to the foregoing, the
obligations and/or covenants in this Lease to be performed by the Lessor shall
be binding only upon the Lessor as hereinabove defined.

    18.         
Severabillty. The Invalidity of any
provision of this Lease, as determined by a court of competent jurisdiction,
shall in no way affect the validity of any other provision hereof.

    19.          Days. Unless otherwise specifically
indicated to the contrary, the word “days” as used in this Lease should mean and
refer to calendar days.

    20.   Limitation on Liability. The obligation of
Lessor under this Lease shall not constitute personal obligations of Lessor, or
its partners, members, directors, officers or shareholders, and Lessee shall
look to the Premises, end to no other assets of Lessor, for the satisfaction of
any liability of Lessor with respect to this Lease, and shall not seek recourse
against Lessors partners, members, directors, officers or shareholders, or any
of their personal assets for such satisfaction.

    21.         Time of Essence. Time is of the essence
with respect to the performance of as obligations to be performed or observed by
the Parties under this Lease.

    22.   No Prior or Other Agreements; Broker
Disclaimer. This Lease contains as agreements between the Parties with
respect to any matter mentioned herein, and no other prior or contemporaneous
agreement or understanding shall be effective. Lessor and Lessee each represents
and warrants to the Brokers that it has made, and is relying solely upon, Its
own Investigation as to the nature, quality, character and financial
responsibility Of the other party to this Lease and as to the use, nature,
quality and character of the Premises. Brokers have no responsibility with
respect thereto or with respect to any default or breath hereof by either Party.
The liability (including court costs and attorneys' fees), of any Broker with
respect to negotiation, execution, delivery on performance by either Lessor or
Lessee under this Lease or any amendment or modification hereto shall be Wiled
to an amount up to the fee received by such Broker pursuant to this Lease;
provided, however, that the foregoing limitation on each Broker's liability
shall not be applicable to any gross negligence or willful misconduct of such
Broker.

    23.    Notices.

        23. 1.   Notice Requirements. All notices required or
permitted by this Lease or applicable taw than be in railing and may be
delivered in person (by hand or by courier) or may be sent by regular, certified
or registered mail or U.S. Postal Service Express Mail, with postage prepare of
be facsimile transmission, and shall be deemed sufficiently given if served In a
manner specified-in this Paragraph 23. The addresses noted adjacent to a Party's
signature on This Lease shall be that Party's address for delivery or mailing of
notices. Either Party may by written notice to the other specify a different
address for notice, except that upon Lessee's taking possession of the Premises,
the Premises shall constitute Lessees address for notice. A copy of all notices
to Lessor shall be concurrently transmitted to such party or parties at such
addresses as Lessor may from time to time hereafter designate in
writng.

        23.2     Date of
Notice. Any notice sent by registered or certified mail, return receipt
requested, shall be deemed given on the date of delivery shown on the receipt
card, or If no delivery date Is shown, the postmark thereon. If sent by regular
mail the notice shall be deemed given 72 hours after the same is addressed as
required herein and mailed with postage prepaid. Notices delivered by United
States Express Mail or overnight courier that guarantee next day delivery shall
be deemed given 24 hours after delivery of the same to the Postal Santee or
courier. Notices transmitted by facsimile transmission or similar means shall be
deemed delivered upon telephone confirmation of receipt (confirmation report
from fax machine is sufficient), provided a copy is also delivered via delivery
or mail. If notice is received on a Saturday, Sunday or legal holiday, it shall
be deemed received on the next business day.

        24.    Waivers. No waiver by Lessor of the
Default or Breach of any term, covenant or condition hereof by Lessee, than be
deemed a waiver of any other term, covenant or condition hereof, or of any
subsequent Default or Breath by Lessee of the same or of any other term,
covenant or condition hereof. Lessor's consent to, or approval of, any act shall
not be deemed to render unnecessary the obtaining of Lessors consent to, or
approval of, any subsequent or similar act by Lessee, or be construed as the
basis of an estoppel to enforce the provision or provisions of this Lease
requiring such consent. The acceptance of Rent by Lessor shall not be a waiver
of any Default or Breach by Lessee. Any payment by Lessee may be accepted by
Lessor on account of monies or damages due Lessor, notwithstanding any
qualifying statements or conditions made by Lessee in connection therewith which
such statements and/or conditions shall be of no force or effect whatsoever
unless specifically agreed to in writing by Lessor at or before the time of
deposit of such payment.

    25.         
Disclosures Regarding The Nature of a Real
Estate Agency Relationship.

        (a)     When entering
Into a discussion with a real estate agent regarding a real estate transaction,
a Lessor or Lessee should from the outset understand what type of agency
relationship or representation it has with the agent or agents in the
transaction. Lessor and Lessee acknowledge being advised by the Brokers In this
transaction, as follows: 

              (i)     Lessor’s Agent. A
Lessor's agent under a listing agreement with the Lesson acts as the agent for
the Lessor only. A Lessees agent or subagent has the following affirmative
obligations: To the
Lessor; A fiduciary duty of utmost care, Integrity, honesty, and loyally
in dealings with the Lessor. To the Lessee and the
Lessor; a. Diligent exercise of reasonable skills and care in performance
of the agent's duties. b.

     

    
      	
            	
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        A duty of
honest and fair dealing and good faith. c. A duty to disclose all facts known to
the agent materially affecting the value or desirability of the property that
are not known to, or within the diligent retention and observation of, the
Parties. An agent is not obligated to reveal to either Party any confidential
Information obtained from the other Party which does not involve the affirmative
duties set forth above.


                  (ii)     Lessee's Agent. An
agent can agree to act as agent for the Lessee only. In these situation, the
agent is not the Lessors agent, even If by agreement the agent may receive
compensation for services rendered, either in full or in part from the Lessor.
An agent acting only for a Lessee has the following affirmative obligations.
To the Lessee:
A fiduciary duty of utmost care, integrity. honesty. and loyalty in dealings
with the Lessee. To
the Lessee and the Lessor: a. Diligent exercise of reasonable skills and
care to performance of the agent's duties. b. A duty of honest and fair dealing
and good faith. c. A duty to disclose all facts known to the agent materially
affecting the value or desirability of the property that are not known to, or
within the diligent attention and observation of, the Parties. An agent is not
obligated to reveal to either Party any confidential information obtained from
the other Party which does not involve the affirmative duties set forth
above.


                   
(iii)     Agent Representing Both
Lessor and Lessee. A real estate agent, either acting directly or through
one or more associate licenses, can legally be the agent of both the Lessor and
the Lessee in a transaction, but only with the knowledge and consent of both the
Lessor and the Lessee. In a dual agency sauation, the agent has the following
affirmative obligations to both the Lessor and the Lessee: a. A fiduciary duty
of utmost care, integrity, honesty and loyally in the dealings with either
Lessor or the Lessee. b. Other duties to the Lessor and the Lessee as state
above In subparagraphs (i) or (ii). In representing both Lessor and Lessee, the
agent may not without the express permission of the respective Party disclose to
the other Party that the Lessor will accept rent in an amount less than that
indicated in the listing or that the Lessee is waling to pay a higher rent than
that offered. The above duties of the agent in a real estate transaction do not
relieve a Lessor or Lessee from the responsibility to protect thou own
Interests. Lessor end Lessee should carefully read all agreements to assure that
they adequately express their understanding of the transaction. A real estate
agent is a person qualified to advise about real estate. If legal or tax advice
is desired, consult a competent professional.

            (b)     Brokers have
no responsibility with respect to any default or breach hereof by either Party.
The Parties agree that no lawsuit or other legal proceeding Involving any breach
of duty, error or omission relating to this Lease may be brought against Broker
more than one year after the Start Date and that the liability (including court
costs and attorneys' fees), of any Broker with respect to any such lawsuit
and/or legal proceeding shall not exceed the fee received by such Broker
pursuant to this Lease: provided, however, that the foregoing limitation on each
Brokers liability shall not be applicable to any gross negligence or willful
misconduct of such Broker.

            (c)     Buyer end
Seller agree to Identify to Brokers as “Confidential”  any
communication or information given Brokers that is considered by such Party to
be confidential.

        26.        
No Right To Holdover. Lessee has no right
to retain possession of the Premises or any part thereof beyond the expiration
or termination of this Lease. In the event that Lessee holds over, then the Base
Rent shall be increased to 150% of the Base Rent applicable immediately
preceding the expiration or termination. Nothing contained herein shall be
construed as consent by Lessor to any holding over by Lessee.

        27.        
Cumulative Remedies. No remedy or
election hereunder shall be deemed exclusive but shall, wherever possible be
cumulative with all other remedies at law or in equity.

        28.        
Covenants and Conditions; Construction of
Agreement. All provision of this Lease to be observed or performed by
Lessee are both covenants and conditions. In construing this Lease, all headings
and titles are for the convenience of the Parties only and shall not be
considered a part of this Lease. Whenever required by the context, the singular
shall include the plural and vice verse. This Lease shall not be construed as if
prepared by one of the Parties, but rather according to its fair meaning as a
whole, as if both Parties had prepared it.

        29.         
Binding Effect; Choice of Law. This Lease
shall be binding upon the partie, their personal representatives, successors and
assigns and be governed by the laws of the State in which the premises are
located. Any Legation between the parties hereto concerning this Lease shall be
initiated in the county in which the Premises are located.

        30.        
Subordination; Attornment;
Non-Disturbance.

            30.1.         
Subordination. This Lease and any option
granted hereby shall be subject and subordinate to any ground lease, mortgage,
deed of trust, or other hypothecation or security device (collectively,
"Security Device"), now or hereafter placed upon the Premises, to any and all
advances made on the security thereof, and to all renewals, modifications, and
extensions thereof. Lessee agrees that the holders of any such Security Devices
(in this Lease together referred to as "Lende”) shall have no liability or
obligation to perform any of the obligations of Lessor under this Lease. Any
Lender may elect to have this Lease and/or any Option granted hereby superior to
the lien of its Security Device by giving written notice thereof to Lessee,
whereupon this Lease and such Options shall be deemed prior to such Security
Device, notwithstanding the relative dates of the documentation or recordation
thereof.

            30.2    Attornment.  In the event that Lessor
transfers title to the Premises, or the Premises are acquired by another upon
the foreclosure or termination of a Security Devise to which this Lease Is
subordinated (i) Lessee shall, subject to the non-disturbance provisions of
Paragraph 30.3, attorn to such new owner, and upon request, enter into a new
lease, containing all of the terms and provisions of this Lease, with such new
owner for the remainder of the term hereof, or, at the election of the new
owner, this Lease will automatically become a new lease between Lessee and such
new owner, and (ii) Lessor shall thereafter be relieved of any further
obligations hereunder and such new owner shall assume an of Lessors obligations.
except that such new owner shall not (a) be liable for any act or omission of
any prior lessor or with respect to events occurring prior to acquisition of
ownership; (b) be subject to any offsets or defenses which Lessee might have
against any prior lessor, (c) be bound by prepayment of more than one month's
rent, or (d) be liable for the return of any security deposit paid to any prior
lessor.

            30.3    Non-Disturbance. With respect to Security
Devices entered into by Lessor after the execution of this Lease, Lessee's
subordination of this Lease shall be subject to receiving a commercially
reasonable non-disturbance agreement (a "Non-Disturbance Agreement") from the
Lender which Non-Disturbance Agreement provides that Lessee's possession of the
Premises, and this Lease, including any options to extend the term hereof, will
not be disturbed so long as Lessee is not in Breach hereof and atoms to the
record owner of the Premises. Further, within 60 days after the execution of
this Lease, Lessor shall use its commercial reasonable efforts to obtain a
Non-Disturbance Agreement from the holder  of any pre-existing
Security Device which is secured by the Premises. In the event that Lessor is
unable to provide the Non-Disturbance Agreement within said 60 days, then Lessee
may, at Lessee's option, directly contact Lender and attempt to negotiate for
the execution and delivery of a Non-Disiumance Agreement.

            30.4     Self-Executing. This agreements contained
in this Paragraph 30 shall be effective without the execution of any further
documents; provided, however, that, upon written request from Lessor or a Lender
in connection with a sale, financing or refinancing of the premises, Lessee and
Lessor shall execute such further writings as may be reasonably required to
separately document any subordination, attainment and/or Non-Disturbance
Agreement provided far herein.

        31.        
Attorneys' Fees. If any Party or Broker
brings an action or proceeding involving the Premises whether founded In tort,
contract or equity, or to declare rights hereunder, the Prevailing Party (as
hereafter defined) in any such proceeding, action, or appeal thereon, shall be
entitled to reasonable attorneys' fees. Such fees may be awarded in the some
suit or recovered in a separate suit, whether or not such action or proceeding
is pursued to decision or judgment. The term, “Prevailing Party” shall include,
without limitation, a Party or Broker who substantially obtains or defeats the
relief sought, as the case may be, whether by compromise, settlement, judgment,
or the abandonment by the other Party or Broker of its claim or defense. The
attorneys, fees award shall not be computed in accordance with any court fee
schedule, but shall be such as to fully reimburse all attorneys' fees reasonably
incurred. In addition, Lessor shaft be entitled to attorneys' fees, costs and
expenses incurred in the preparation and service on notices of

         

        
          	
                	
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            default
and consultations in connection therewith, whether or not a legal action is
subsequently commenced in connection with such default or resulting Breath ($200
is a reasonable Minimum per occurrence for such services and
consultation).


                32.           
  Lessor's Access: Showing Promises,
Repairs: Showing Premises; Repairs. Lessor and Lessor's agents shall have
the right to enter the Premises at any time, in the case of on emergency, and
otherwise at reasonable times after reasonable prior notice for the purpose of
showing the same to prospective purchasers, lenders, or tenants, and making such
alterations, repairs, improvements or additions to the Premises as Lessor may
deem necessary or desirable and the erecting, using and maintaining of
utilities, services, pipes and conduits through the Premises and/or other
premises as long as there is no material adverse effect on Lessee's use of the
Premises, All such activities shad be without abatement of rent or liability to
Lessee.

                33.      Auctions. Lessee shall not conduct, nor permit
to be conducted, any auction upon the Premises without Lessor's prior written
consent Lessor shall not be obligated to exercise any standard of reasonableness
in determining whether to permit an auction.

                34.      Signs. Lessor may place on the Premises
ordinary "For Safe" signs at any time and ordinary "For Lease” signs during the
last 6 months of the term hereof. Except for ordinary "For Sublease" signs which
may be placed only on the Premises, Lessee shall not place any sign upon the
Project without Lessor's prior written consent. All signs must comply with at
Applicable Requirements.

                35.     Termination; Merger. Unless specifically stated
otherwise In writing by Lessor, the voluntary or other surrender of this Lease
by Lessee, the mutual termination or cancellation hereof, or a termination
hereof by Lessor for Breach by Lessee, shall automatically terminate any
sublease or lesser estate in the Premises: provided, however, that Lessor may
elect to continue any one or all existing subtenancies. Lassors failure within
10 days following any such event to elect to the contrary by written notice to
the holder of any such lesser interest, shall constitute Lessor's election to
have such event constitute the termination of such interest.

                36.      Consents. Except as otherwise provided heroin,
wherever in this Lease the consent of a Party is required to an act by or for
the other Party, such consent shall not be unreasonably withheld or delayed.
Lessors actual reasonable costs and expenses (including but not limited to
architects', attorneys', engineers' and other consultants' fees) Incurred In the
consideration of, or response to, a request by Lessee for any Lessor consent,
including but not limited to consents to an assignment, a subletting or the
presence or use of a Hazardous Substance, shall be paid by Lessee upon receipt
of an invoice and supporting documentation therefor. Lessor's consent to any
act, assignment or subletting shall not constitute an acknowledgment that no
default or breach by Lessee of This Lease exists, nor shall such consent be
deemed a waiver of any than existing default or breath, except as may be
otherwise specifically staled in writing by Lessor et the lime of such consent.
The failure to specify herein any particular condition to Lessors consent shall
not preclude the imposition by Lessor at the time of consent of such further or
other conditions as are then reasonable with reference to the particular matter
for which consent is being given. In the event that either Party disagrees with
any determination made by the other hereunder and reasonably requests the
reasons for such determination, the determining party shall furnish its reasons
in writing and In reasonable detail within 10 business days Following such
request.

            37    Guarantor.

                37.1.          
Execution. The Guarantors, If any, shall
each execute a guaranty in the form most recently published by Inc AIR
Commercial Rust Estate Association.

                37.2           
Default. It shall constitute a Default of
the Lessee if any Guarantor fails or refuses, upon request to provide (a)
evidence of  the execution of the guaranty, including the authority of
the party signing on Guarantor's behalf to obligate Guarantor, and in the case
of a corporate Guarantor, a certified copy of a resolution of its board of
directors authorizing the making of such guaranty, (b) current financial
statements. (c) an Estoppel Certificate, or (d) written confirmation that the
guaranty is still in effect.

             38.        
Quiet Possession. Subject to payment by
Lessee of the Rent and performance of all of the covenants, conditions and
provisions on Lessee's part to be observed and performed under this Loose,
Lessee shall have quiet possession and quiet enjoyment of the Premises during
the term hereof.

            39.      Options. If Lessee is granted an option,
as defined below, then the following provisions shall apply.

                39.1     Definition. "Option" shall mean: (a) the
right to extend the term of or renew this Lease or to extend or renew any tease
that Lessee has on other property of Lessor; (b) the right of first refusal or
first offer to lease either the Premises or other property of Lessor: (c) the
right to purchase or the right of first refusal to purchase the Premises or
other property of Lessor.

                39.2     Options Personal to Original Lessee. Any Option
granted to Lessee in this Lease is personal to the original Lessee, and can not
be assigned or exercised by anyone other than said original Lessee and only
while the original Lessee Is in full possession of the Premises and. if
requested by Lessor, with Lessee certifying that Lessee has no intention of
thereafter assigning or subletting.

                39.3     Multiple Options. In the event that Lessee has
any multiple Options to extend or renew this Lease, a later Option cannot be
exercised unless the prior Options have been validly exercised.

                39.4     Effect of Default on Options.

                (a)       Lessee
shall have no right to exercise an Option: (i) during the period commencing with
the giving of any notice of Default and continuing until said Default is cured,
(ii) during the period of time any Rent Is unpaid (without regard to whether
notice thereof is given Lessee). (iii) During the time Lessee is in Breach of
this Lease, or (iv) In the event that Lessee has been given 3 or more notices of
separate Default, whether or not the Defaults are cured, during the 12 month
period Immediately preceding the exercise of the Option.

                (b)     The period
of time within which an option may be exercised shall not be extended or
enlarged by reason of Lessee's inability to exercise an Option because of the
provisions of Paragraph 39.4(a). 

                (c)     An Option
shall terminate and be of no further force or effect, notwithstanding Lessee's
due and timely exercise of the Option. If after such exercise and prior to the
commencement of the extended term or completion at the purchase, (i) Lessee
fails to pay Rent for a period of 30 days after such Rent becomes due (without
any necessity of Lessor to give notice thereof), or (ii) If Lessee commits a
Breach of this Lease.


            40.    Security Measures. Lessee hereby acknowledges
that the Rent payable to Lessor hereunder does not include the cost of guard
service or other security measures, and that Lessor shall have no obligation
whatsoever to provide same. Lessee assumes all responsibility for the protection
of the Premises, Lessee, its agents and invitees and their property from the
acts of third parties.

            41.    Reservations. Lessor reserves the right:
(i) to grant, without the consent or joinder of Lessee, such easements, rights
and dedications that Lessor deems necessary, (ii) to cause the recordation of
parcel maps and restrictions, and (iii) to create and/or install new utility
raceways, so long as such easements, rights, dedications, maps, restrictions,
and utility raceways do not unreasonably interfere with the use of the Premises
by Lessee. Lessee agrees to sign any documents reasonably requested by Lessor to
effectuate such rights.

            42.    Performance Under Protest. If at any time a
dispute shall arise as to any amount or sum of money to be paid by one party to
the other under the provisions hereof, the Party against whom the obligation to
pay the money is asserted shall have the right to make payment “under protest"
and such payment shall not be regarded as a voluntary payment and there shall
survive the right on the party of said Party to institute suit for recovery of
such sum. If it than be adjudged that there was no legal obligation on the part
of said Party to pay such sum or any part thereof, said Party shall be entitled
to recover such sum or so much thereof as It was not legally required to pay. A
Party who does not initiate suit for the recovery of sums paid “under protest"
within 6 months shall be deemed to have waived its right to protest such
payment.

            43.        
Authority.; Multiple Parties;
Execution.

                (a)      If
either Party hereto is a corporation, trust, limited liability company,
partnership, or similar entity, each individual executing this

             

            
              	
                    	
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                Lease on
behalf of such entity represents and warrants that he or she is duly authorized
to execute and deliver this Lease on Its behalf Each Party shall, within 30 days
after request, deliver to the other Party satisfactory evidence of such
authority.

                    (b)     If this
Lessee is executed by more than one person or entity as "Lessee", each such
person or entity shall be jointly and severally liable hereunder. It Is agreed
that any one of the named Lessees shall be empowered to execute any amendment to
this Lease, or other document ancillary thereto and bind all of the named
Lessees, and Lessor may rely on the same as if all of the named Lessees had
executed such document.

                    (c)     This Lease
may be executed by the parties in counterparts, each of which shall be deemed an
original and all of which together shall constitute one and the same
instrument.

                44.          
Conflict. Any conflict between the
printed provisions of this Lease and the typewritten or handwritten provisions
shall be controlled by the typewritten or handwritten provisions.

                45.         
Offer. Preparation of this Lease by
either party or their agent and submission of same to the other party shall not
be deemed an offer to lease to the other party. This Lease is not intended to be
binding until executed and delivered by all Parties hereto.

                46.   Amendments. This lease may be modified only in
writing, signed by the parties in interest at the time of the modification. As
long as they do not materially change Lessee's obligations hereunder, Lessee
agrees to make such reasonable non-monetary modifications to this Lease as may
be reasonably required by a Lender in connection with the obtaining of normal
financing or refinancing of the Premises.

                47.   Waiver of Jury Trial. THE PARTIES HEREBY WAIVE
THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING INVOLVING
THE PROPERTY OR ARISING OUT OF THIS AGREEMENT.

                48.         
Mediation and Arbitration of Disputes. An
Addendum requiring the Mediation and/or the Arbitration of all disputes between
the Parties and/or Brokers arising out of this Lease £ is £ is not
attached to this Lease.

                49.         
Americans with Disabilities Act. Since
compliance with the Americans with Disabilities Act (ADA) is dependent upon
Lessee's specific use of the Premises, Lessor makes no warranty or
representation as to whether or not the Premises comply with ADA or any similar
legislation. In the event that Lessee's use of the Premises requires
modifications or additions to the Premises In order to be in ADA compliance,
Lessee agrees to make any such necessary modifications and/or additions at
Lessee's expense.

                 

                LESSOR
AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND
PROVISION CONTAINED HEREIN, AND BY THE EXECUTION OF THIS LEASE SHOW THEIR
INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE THAT, AT THE
TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE
AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE
PREMISES.

                


                ATTENTION:
NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AIR COMMERCIAL REAL ESTATE
ASSOCIATION OR BY ANY BROKER AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX
CONSEQUENCES OF THIS LEASE OR THE TRANSACTION TO WHICH IT RELATES. THE PARTIES ARE
URGED TO:

                1
..    SEEK
ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS
LEASE.

                2.     RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND
INVESTIGATE THE CONDITION OF THE PREMISES. SAID INVESTIGATION SHOULD
INCLUDE BUT NOT BE LIMITED TO: THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES,
THE ZONING OF THE PREMISES, THE STRUCTURAL INTEGRITY, THE CONDITION OF THE ROOF
AND OPERATING SYSTEMS, COMPLIANCE WITH THE AMERICANS WITH DISABILITIES ACT AND
THE SUITABILITY OF THE PREMISES FOR LESSEE'S INTENDED USE.

                


                WARNING:
IF THE PREMISES ARE LOCATED IN A STATE OTHER THAN CALIFORNIA, CERTAIN PROVISIONS
OF THE LEASE MAY NEED TO BE REVISED TO COMPLY WITH THE LAWS OF THE STATE IN
WHICH THE PREMISES ARE LOCATED.

                The
parties hereto have executed this Lease at the place and at the dates specified
above their respective signatures.

                 

                
                  
                  

                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                	
                                                                                         Executed at:3420-H
      W. Macathur Blvd, Santa Ana CA
      92704                                
      

                                                                                      	
                                                                                         Executed
      at:3400-I
      W. Macathur
      Blvd.                                                                       
      

                                                                                      
	
                                                                                           On:May
      29,2008                                                                                       
                            
      

                                                                                      	
                                                                                         On:
      May 29,2008

                                                                                      
	 
      	 
      
	
                                                                                         By
      LESSOR:

                                                                                      	
                                                                                         By
      LESSEE:

                                                                                      
	
                                                                                             Adams
      Properties, A California
      Partnership            

                                                                                      	
                                                                                             WeCoSign
      Inc.

                                                                                      
	 
      	 
      
	
                                                                                         By:
      /s/ Gary Adams

                                                                                      	
                                                                                         By:
      /s/ Frank Jakubaitis

                                                                                      
	
                                                                                         Name
      Printed: Gary Adams

                                                                                      	
                                                                                         Name
      Printed: Frank Jakubaitis

                                                                                      
	
                                                                                         Title:
      Partner

                                                                                      	
                                                                                         Title:
      Chairman

                                                                                      
	 
      	 
      
	 
      	 
      
	
                                                                                         By:

                                                                                      	
                                                                                         By:

                                                                                      
	
                                                                                         Name
      Printed:

                                                                                      	
                                                                                         Name
      Printed:

                                                                                      
	
                                                                                         Title:

                                                                                      	
                                                                                         Title:

                                                                                      
	 
      	 
      
	
                                                                                         Address:

                                                                                      	
                                                                                         Address:

                                                                                      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	
                                                                                         Telephone:
      (714) 957-8888

                                                                                      	
                                                                                         Telephone:

                                                                                      
	
                                                                                         Facsimile:  (714)
      957-0416

                                                                                      	
                                                                                         Facsimile:

                                                                                      
	
                                                                                         Federal
      ID No.

                                                                                      	
                                                                                         Federal
      ID No.

                                                                                      
	 
      	 
      


                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                  
                    


                    
                      
                        
                          
                            
                              
                                	 
	
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