**Exhibit 10.1****STANDARD MULTI-TENANT OFFICE LEASE-GROSS**AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION1. Basic Provisions (“Basic Provisions”)     1.1 Parties: This Lease (“Lease”) dated for reference purposes only January 10, 2006,is made by and Between Pasadena Business Park, LLC (“Lessor”)and VIASPACE, Inc. aNevada Corporation(“Lessee”). (Collectively the “Parties” or individually “Party”).     1.2(a) Premises: That certain portion of the Project (as defined below) known as SuiteNumber(s) 101. First (1st) floor(s) consisting of approximately5,800(tbd) rentable square feel and approximately 5,104 useable square feet(“Premises”). The Premises are located at 171 North Altadena Drive, in the City ofPasadena, County of Los Angeles, State of California, with zip code91107. In addition to Lessee’s rights to use and occupy the Premises as hereinafterspecifies, Lessee shall have non-exclusive rights to the Common Areas (as defined in Paragraph 2.7below) as hereinafter specifies, but shall not have any rights to the roof, the exterior walls, thearea above the dropped ceilings, or the utility raceways of the building containing the Premises(“Building”) or to any other buildings in the project. The Premises, the Building, the CommonAreas, the land upon which they are located, along with all other buildings and improvementsthereon, are herein collectively referred to as the “Project”. The Project consists ofapproximately 110,243 rentable square feel. (see Paragraph 2)     1.2(b) Parking: 11 unreserved and 0 reserved vehicle parking spaces at amonthly cost of $0 per unreserved space and $ SEE ADDENDUM per reserved space. (SeeParagraph 2.6)     1.3 Term: Five (5) years and Three (3) months (“Original Term”) commencing TBD(“Commencement Date”) and ending ___(“Expiration Date”). (See paragraph 3).     1.4 Early Possession___(“Early Possession Date”). (See also Paragraphs 3.2and 3.3)     1.5 Base Rent: $10584.00 per month (“**Base Rent**”), payable on the First(1st) day of each month commencing Upon TI completion. (See also Paragraph4)     1.6 Lessee’s Share of Operating Expense Increase: Five and Four-Tenth percent(5.4%)(“Lessee’s Share”). Lessee’s Share has been calculated by dividing the approximaterentable square footage of the Premises but the total approximate square footage of the rentablespace contained in the Project and shall not be subject to revision except on connection with anactual change in the size of the Premises or a change in the space available for lease in theProject.     1.7 Base Rent and Other Monies Paid Upon Execution (a) Base Rent: $10,584.00 for the Period February 1, 2006-February 28,2006  (b) Security Deposit: $12,269.78 (“Security Deposit”). (See Also Paragraph 5)  (c) Parking: $0.00 for the period 0.00  (d) Other: $0.00 for N/A     1.8 Agreed Use: General office and laboratory. (See also Paragraph 6)     1.9 Base Year: Insuring Party. The base year is 2006. Lessor is the “**Insuring Party**”.(See also Paragraphs 4.2 and 8)     1.10 Real estate Brokers: (See Paragraph 15)          (a) Representation: The following real estate brokers ( the “**Brokers**” and brokeragerelationships exist in this transaction: NAI Capital Commercial represents Lesseeexclusively (“Lessee’s Broker).          (b) Payment to Brokers: Upon execution and delivery of this Lease by both Parties; Lessorshall pay to the Brokers the brokerage fee agreed to in a separate written agreement (or if thereis no such agreement, the sum of Four Percent or 4% of the total Base rent for thebrokerage services rendered by the Brokers).     1.11 Guarantor. The obligations of the Lessee under this Lease shall be guaranteed by___(“Guarantor”). (See Paragraph 37)     1.12 Business Hours for the Building: 8:00 a.m. to 6:00 p.m., Mondays through Fridays (except**Building Holidays**) and 8:00 a.m. to 12:00 p.m. on Saturdays (except Building Holidays). “BuildingHolidays” shall mean the dates of observance of New Year’s Day, Presidents Day, Memorial Day,Independence Day, Labor Day, Thanksgiving Day, Christmas Day, and ___.     1.13 Lessor Supplied Services. Notwithstanding the provisions of Paragraph 11.1, Lessor is NOTobligated to provide the following: **•** Other: There will be additional charge of $5.00 an hour per unit when overtime usage requested by Lessee on HVAC.  **•** An Addendum consisting of Paragraphs 51 through 71.  **•** A plot plan depicting premises: a current set of Rules and Regulations2 Premises.     2.1 Letting. Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, thePremises, for the term, at the rental, and upon all of the terms, covenants and conditions setforth in this Lease. Unless otherwise provided herein, any statement of size set forth In thisLease, or that may have been used in calculating Rent, is an approximation which the Parties agreeis reasonable and any payments based thereon are not subject to revision whether or not the actualsize is more or less. Note: Lessee is advised to verify the actual size prior to executing thisLease.     2..2 Condition Lessor shall deliver the Premises to Lessee in a clean condition on theCommencement Date or the Early Possession Date, whichever first occurs (“Start Date”), and warrantsthat the existing electrical, plumbing, fire sprinkler, lighting, heating, ventilating and airconditioning systems (“HVAC”), and all other items which the Lessor IS obligated to constructpursuant to the Work Letter attached hereto, if any, other than those constructed by Lessee, shallbe In good operating condition n said date.     2.3 Compliance. Lessor warrants that the improvements comprising the Premises and the CommonAreas comply with the building codes that were in effect at the time that each such Improvement, orportion thereof, was constructed, and also with all applicable laws, covenants or restrictions ofrecord, regulations, and ordnances (“Applicable Requirements”) in effect on the Start Date. Saidwarranty does not apply to the use to which Lessee will put the Premises, modifications which maybe required by the Americans with Disabilities Act or any similar laws as a result of Lessee’s use(see Paragraph 50). 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 zoningand other Applicable Requirements are appropriate for Lessee’s intended use, and acknowledges thatpast uses of the Premises may no longer be allowed. If the Premises do not comply with saidwarranty, Lessor shall, except as otherwise provided, promptly after receipt of written notice fromLessee settling forth with specificity the nature and extent of such non-compliance rectify thesame. If the Applicable Requirements are hereafter changed so as to require during the term of thisLease the construction of an addition to or an alteration of the Premises, the remediation of anyHazardous Substance, or the reinforcement or other physical modification of the Premises (“CapitalExpenditure”), 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 resultof the specific and unique use of the Premises by Lessee as compared with uses by tenants Ingeneral. Lessee shall be fully responsible for the cost thereof, provided, however that if suchCapital Expenditure is required during the last 2 years of this Lease and the cost thereof exceeds6 months’ Base Rent, Lessee may Instead terminate this Lease unless Lessor notifies Lessee, inwriting, within 10 days after receipt of Lessee’s termination notice that Lessor has elected to paythe difference between the actual cost thereof and the amount equal to 6 months’ Base Rent IfLessee elects termination, Lessee shall immediately ease the use of the Premises which requiressuch Capital Expenditure and deliver to Lessor written notice specifying a termination date atleast 90 days thereafter. Such termination date shall, however, In no event be earlier than thelast day that Lessee could legally utilize the Premises without commencing such CapitalExpenditure.          (b) If such Capital Expenditure is not the result of the specific and unique use of thePremises by Lessee (such as, governmentally mandated seismic modifications), then Lessor and Lesseeshall allocate the cost of such Capital Expenditure as follows Lessor shall advance the fundsnecessary for such Capital Expenditure but Lessee shall be obligated to pay, each month during theremainder of the term of this Lease, on the date on which Base Rent IS due, an amount equal to theproduct of multiplying Lessee’s share of the cost of such Capital Expenditure (the percentagespecified In Paragraph 1 6 by a fraction, the numerator of which IS one. and the denominator ofwhich is 144 ( i e1/144th of the cost per month). Lessee shall pay interest on the unamortizedbalance of Lessee’s share at a rate that is commercially reasonable in the judgment of Lessor’saccountants Lessee may, however. Prepay its obligation at any time. Provided, however, that if suchCapital Expenditure IS required during the last 2 years of this Lease or if Lessor reasonablydetermines that it IS not economically feasible to pay its share thereof. Lessor shall have theoption to terminate this Lease upon 90 days prior written notice to Lessee unless Lessee notifiesLessor, in writing, within 10 days after receipt of Lessor3 termination notice that Lessee will payfor such Capital Expenditure If Lessor does not elect to terminate, and fails to tender its shareof any such Capital Expenditure, Lessee may advance such funds and deduct same, with Interest, fromRent until Lessor’s share of such costs have been fully paid. If Lessee is unable to financeLessor’s share, or if the balance of the Rent due and payable for the remainder of this Lease ISnot sufficient to fully reimburse Lessee on an offset basis. Lessee shall have the right toterminate this Lease upon 30 days written notice to Lessor.          (c) Notwithstanding the above, the provisions concerning Capital Expenditures are intended toapply only to nonvoluntary, unexpected, and new Applicable Requirements. If the CapitalExpenditures 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 shallbe fully responsible for the cost thereof, and Lessee shall not have any right to terminate thisLease.     2.4 Acknowledgements. Lessee acknowledges that:
 

 
          (a) Lessee has been advised by Lessor and/or Brokers to satisfy Itself with respect to thecondition of the Premises( including but not limited to the electrical. HVAC and fire sprinklersystems, security, environmental aspects, and compliance with Applicable Requirements),and theirsuitability for Lessee’s intended use,          (b) Lessee has made such Investigation as it deems necessary with reference to such mattersand assumes all responsibility therefore as the same relate to its occupancy of the Premises, and          (c) neither Lessor, Lessor’s agents. nor Brokers have made any oral or written representationsor 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 abilityto honor the Lease or suitability occupy the Premises, and               (ii) itis Lessor’s sole responsibility to investigate the financialcapability 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 noforce or effective immediately prior to the Start Date. Lessee was the owner or occupant of thePremises. In such event. Lessee shall be responsible for any necessary corrective work.     2.6 Vehicle Parking. So long as Lessee IS not In default, arid subject to the Rules andRegulations attached hereto, and as established by Lessor from time to time, Lessee shall beentitled to rent and use the number of parking spaces specified in Paragraph 1.2(b) at the rentalrate applicable from time to time for monthly parking as set by Lessor and/or its licensee          (a) If Lessee commits, permits or allows any of the prohibited activities described in theLease or the rules then In effect, then Lessor shall have the right, without notice, In addition tosuch other rights and remedies that it may have, to remove or tow away the vehicle involved andcharge the cost to Lessee, which cost shall be immediately payable upon demand by Lessor.          (b) The monthly rent per parking space specified in Paragraph 1 2(b) is subject to change upon30 days prior written notice to Lessee. The rent for the parking IS payable one month In advanceprior to the first day of each calendar month.     2.7 Common Areas — Definition The term Common Areas” IS defined as all areas and facilitiesoutside the Premises and within the exterior boundary line of the Project and Interior utilityraceways and installations within the Premises that are provided and designated by the Lessor fromtime to time for the general nonexclusive use of Lessor, Lessee and other tenants of the Projectand their respective employees, suppliers, shippers, customers, contractors and invitees,including, but not limited to, common entrances, lobbies. corridors, stairwells, public restrooms.elevators. parking areas. loading and unloading areas, trash areas, roadways, walkways, drivewaysand landscaped areas.     2.8 Common Areas — Lessee’s Rights. Lessor grants to Lessee, for the benefit of Lessee and itsemployees, suppliers, shippers. contractors, customers and Invitees, during the term of this Lease,the nonexclusive right to use, in common with others entitled to such use, the Common Areas as theyexist from time to time. subject to any rights. powers, and privileges reserved by Lessor under theterms hereof or under the terms of any rules and regulations or restrictions governing the use ofthe Project Under no circumstances shall the right herein granted to use the Common Areas be deemedto include the right to store any property, temporally or permanently, in the Common Areas. Anysuch storage shall be permitted only by the prior written consent of Lessor or Lessor’s designatedagent, which consent may be revoked at any time. In the event that any unauthorized storage shalloccur then Lessor shall have the right, without notice. in addition to such other rights andremedies that it may have, to remove the property and charge the cost to Lessee. Which cost shallbe immediately payable upon demand by Lessor.     2.9 Common Areas — Rules and Regulations. Lessor or such other person(s) as Lessor may appointshall have the exclusive control and management of the Common Areas and shall have the right, fromtime to time, to adopt, or modify, amend and enforce reasonable rules and regulations (“Rules andRegulations”) for the management, safety, care. and cleanliness of the grounds, the parking andunloading of vehicles and the preservation of good order, as well as for the convenience of otheroccupants or tenants of the Budding and the Project and their invitees. The Lessee agrees to abideby and conform to all such Rules and Regulations, and to cause its employees, suppliers, shippers,customers, contractors and invitees to so abide and conform. Lessor shall not be responsible toLessee for the noncompliance with said Rules and Regulations by other tenants of the Project.     2.10 Common Areas — Changes. Lessor shall have the right. In Lessor’s sole discretion. fromtime to time:          (a) To make changes to the Common Areas, including, without limitation, changes **in**thelocation, size, shape and number of the lobbies, windows, stairways. air shafts, elevators,escalators, restrooms, driveways, entrances, parking spaces, parking areas, loading and unloadingareas, ingress, egress, direction of traffic, landscaped areas, walkways and utility raceways.          (b) To close temporally any of the Common Areas for maintenance purposes so long as reasonableaccess to the Premises remains available.          (c) To designate other land outside the boundaries of the Project to be a part of theCommon 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 oralterations to the Project, or any portion thereof; and          (f) To do and perform such other acts and make such other changes In, to or withrespect to the Common Areas and Project as Lessor may, in the exercise of soundbusiness judgment, deem to be appropriate.3 Term.     3.1 Term. The Commencement Date, Expiration Date and Original Term of this Lease are asspecified In Paragraph 1 3.     3.2 Early Possession. If Lessee totally or partially occupies the Premises prior to theCommencement Date, the obligation to pay Base Rent shall be abated for the period of such earlypossession. All other terms of this Lease (including but not limited to the obligations to payLessee’s Share of the Operating Expense Increase) shall, however, 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 todeliver possession of the Premises to Lessee by the Commencement Date. If, despite sad efforts,Lessor IS unable to deliver possession by such date, Lessor shall not be Subject to any liabilitytherefore, nor shall such failure affect the validity of this Lease. Lessee shall not, however, beobligated to pay Rent or perform its other obligations until Lessor delivers possession of thePremises and any period of rent abatement that Lessee would otherwise have enjoyed shall run fromthe date of delivery of possession and continue for a period equal to what Lessee would otherwisehave enjoyed under the terms hereof, but minus any days of delay caused by the acts or omissions ofLessee. If possession IS not delivered within 30 days after the Commencement Date, as the same maybe extended under the terms of any Work Letter executed by Parties, Lessee may, at its option, bynotice in writing within 10 days after the end of such 30 day period, cancel this Lease, in whichevent the Parties shall be discharged from all obligations hereunder. If such written notice is notreceived by Lessor within said 10 day period, Lessee’s right to cancel shall terminate Ifpossession of the Premises is not delivered within 120 days after the Commencement Date, this Leaseshall terminate unless other agreements are reached between Lessor and Lessee, in writing.     3.4 Lessee Compliance Lessor shall not be required to deliver possession of the Premises toLessee 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 underthis Lease from and after the Start Date, including the payment of Rent, notwithstanding Lessor’selection to withhold possession pending receipt of such evidence of insurance Further, if Lessee isrequired to perform any other conditions prior to or concurrent with the Start Date, the Start Dateshall occur but Lessor may elect to withhold possession until such conditions are satisfied.4. Rent.     4.1. Rent Defined All monetary obligations of Lessee to Lessor under the terms of this Lease(except for the Security Deposit) are deemed to be rent (“Rental’).     4.2 Operating Expense Increase. Lessee shall pay to Lessor during the term hereof, in additionto the Base Rent, Lessee’s Share of the amount by which all Operating Expenses for each ComparisonYear exceeds the amount of all Operating Expenses for the Base Year, such excess being hereinafterreferred to as the “Operating Expense Increase”. In accordance with the following provisions:          (a) “Base Year” is as specified in Paragraph 1.9          (b)“Comparison Year” is defined as each calendar year during the term of this Lease subsequentto the Base Year: provided, however. Lessee shall have no obligation to pay a share of theOperating Expense increase applicable to the first 12 months of the Lease Term (other than such asare mandated by a governmental authority, as to which government mandated expenses Lessee shall payLessee’s Share, notwithstanding they occur during the first helve (12) months). Lessee’s Share ofthe Operating Expense increase for the first and last Comparison Years of the Lease Term shall beprorated according to that portion of such Comparison Year as to which Lessee is responsible for ashare of such increase          (c)“Operating Expenses” include all costs Incurred by Lessor relating to the ownership andoperation of the Project, calculated as rf the Project was at least 95% occupied, including, butnot limited to, the following:               (I) The operation, repair, and maintenance In neat, clean, safe, good order and condition, butnot the replacement (see subparagraph (g)), of the following:                    (aa) The Common Areas, including their surfaces, coverings, decorative Items, carpets, drapesand window coverings, and including parking areas. loading and unloading areas. trash areas.roadways, sidewalks, walkways, stairways. parkways, driveways, landscaped areas, striping, bumpers.irrigation systems, Common Area lighting facilities, exteriors and roofs, fences and gates,building                    (bb) Allheating, air conditioning, plumbing, electrical systems, the safety equipment,communication systems and other equipment used In common by, or for the benefit of, lessees oroccupants of the Project, including elevators and escalators, tenant directories, fire detectionsystems including sprinkler system maintenance and repair.               (II) Trash disposal, janitorial and security services, pest control services, and the costs ofany environmental inspections;
 

 
               (III) Any other service to be provided by Lessor that is elsewhere In this Lease stated to bean “Operating Expense”,               (IVI) The cost of the premiums for the Insurance policies maintained by Lessor pursuant toparagraph 8 and any deductible portion of an insured loss concerning the Building or the CommonAreas;               (V)The amount of the Real Property Taxes payable by Lessor pursuant toparagraph 10;               (VI)The cost of water, sewer, gas, electricity, and other publicly mandated services notseparately metered.               (VII) Labor, salaries, and applicable fringe benefits and costs, materials, supplies andtools, used In maintaining and/or cleaning the Project and accounting and management feesattributable to the operation of the Project;               (VIII) The cost of any Capital Expenditure to the Building or the Project not covered underthe provisions of Paragraph 2 3 provided; however. that Lessor shall allocate the cost of any suchCapital Expenditure over a 12 year period and Lessee shall not be required to pay more thanLessee’s Share of 11144th of the cost of such Capital Expenditure In any given month;               (IX) Replacement of equipment or improvements that have a useful life for accounting purposesof 5 years or less.          (d) Any Item of Operating Expense that is specifically attributable to the Premises, theBuilding or to any other building in the Project or to the operation, repair and maintenancethereof, shall be allocated entirely to such Premises, Building, However, any such Item or otherbuilding that is not specifically attributable to the Budding or to any other budding or to theoperation, repair and maintenance thereof, shall be equitably allocated by Lessor to all buildingsIn the Project.          (e) The Inclusion of the improvements, facilities and services set forth in Subparagraph4.2(c) shall not be deemed to impose an obligation upon Lessor to either have sad Improvements orfacilities or to provide those services unless the Project already has the same, Lessor alreadyprovides the services. or Lessor has agreed elsewhere In this Lease to provide the same or some ofthem.          (f) Lessee’s Share of Operating Expense increase shall be payable by Lessee within a 10 daysafter reasonably detailed statement of actual expenses is presented to Lessee by Lessor. AtLessor’s option, however, an amount may be estimated by Lessor from time to time In advance ofLessee’s Share of the Operating Expense increase for any Comparison Year, and the same shall bepayable monthly during each Comparison Year of the Lease term, on the same day as the Base Rent ISdue hereunder. In the event that Lessee pays Lessor’s estimate of Lessee’s Share of OperatingExpense Increase as aforesaid, Lessor shall deliver to Lessee within 60 days after the expirationof each Comparison Year a reasonably detailed statement showing Lessee’s Share of the actualOperating Expense increase Incurred during such year If Lessee’s payments under this paragraph (f)during said Comparison Year exceed Lessee’s Share as Indicated on sad statement, Lessee shall beentitled to credit the amount of such overpayment against Lessee’s Share of Operating Expenseincrease next falling due If Lessee’s payments under this paragraph during said Comparison Yearwere less than Lessee’s Share as indicated on said statement, Lessee shall pay to Lessor the amountof the deficiency within 10 days after delivery by Lessor to Lessee of said statement Lessor andLessee shall forthwith adjust between them by cash payment any balance determined to exist withrespect to that portion of the last Comparison Year for which Lessee is responsible as to OperatingExpense Increases, notwithstanding that the Lease term may have terminated before the end of suchComparison Year          (g) Operating Expenses shall not include the costs of replacement for equipment or capitalcomponents such as the roof. foundations, exterior walls or a Common Area capital improvement. suchas the parking lot paving, elevators, fences that have a useful life for accounting purposes of 5years or more unless it is of the type described in paragraph 4 2(c) (VIII), In which case theircost shall be included as above provided.          (h)Operating Expenses shall not include any expenses paid by any tenant directly to thirdparties, or as to which Lessor is otherwise reimbursed by any third party, other tenant, or byInsurance proceeds     4.3 Payment Lessee shall cause payment of Rent to be received by Lessor In lawful money of theUnited States on or before the day on which it IS due, without offset or deduction (except asspecifically permitted in this Lease). Rent for any period during the term hereof which IS for lessthan 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 orplace as Lessor may from time to time designate in writing. Acceptance of a payment which IS lessthan 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, orother instrument of payment given by Lessee to Lessor IS dishonored for any reason. Lessee agreesto pay to Lessor the sum of $25 In addition to any Late Charge. Payments will be applied first toaccrued late charges and attorney’s fees, second to accrued interest, then to Base Rent andOperating Expense Increase, 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 assecurity for Lessee’s faithful performance of its obligations under this Lease. If Lessee falls topay Rent, or otherwise Defaults under this Lease. Lessor may use, apply or retain all or anyportion of said Security Deposit for the payment of any amount due Lessor or to reimburse orcompensate Lessor for any liability, expense, loss or damage which Lessor may suffer or Incur byreason thereof. If Lessor uses or applies all or any portion of the Security Deposit, Lessee shallwithin 10 days after written request therefore, deposit monies with Lessor sufficient to restoresaid Security Deposit to the full amount required by this Lease If the Base Rent increases duringthe term of this Lease, Lessee shall, upon written request from Lessor, deposit additional moneyswith Lessor so that the total amount of the Security Deposit shall at all times bear the sameproportion to the increased Base Rent as the Initial Security Deposit bore to the initial BaseRent. Should the Agreed Use be amended to accommodate a material change In the business of Lesseeor to accommodate a sub lessee or assignee, Lessor shall have the right to increase the SecurityDeposit to the extent necessary, in Lessor’s reasonable judgment, to account for any Increased wearand tear that the Premises may suffer as a result thereof. If a change in control of Lessee occursduring this Lease and following such change the financial condition of Lessee is. in Lessor’sreasonable judgment. significantly reduced, Lessee shall deposit such additional monies with Lessoras shall be sufficient to cause the Security Deposit to be at a commercially reasonable level basedon such change in financial condition. Lessor shall not be required to keep the Security Depositseparate from its general accounts. Within 14 days after the expiration or termination of thisLease, if Lessor elects to apply the Security Deposit only to unpaid Rent, and otherwise within 30days after the Premises have been vacated pursuant to Paragraph 7 4(c) below, Lessor shall returnthat portion of the Security Deposit not used or applied by Lessor. No part of the Security Depositshall be considered to be held in trust, to bear Interest or to be prepayment for any monies to bepaid by Lessee under this Lease6. Use.     6.1 Use Lessee shall use and occupy the Premises only for the Agreed Use, or any other legaluse which IS reasonably comparable thereto, and for no other purpose. Lessee shall not use orpermit 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. Lessor shallnot unreasonably withhold or delay its consent to any written request for a modification of theAgreed Use, so long as the same will not impair the structural integrity of the Improvements of theBuilding, will not adversely affect the mechanical, electrical. HVAC, and other systems of theBuilding, and/or will not affect the exterior appearance of the Building. If Lessor elects towithhold consent, Lessor shall within 7 days after such request give written notification of same.which notice shall include an explanation of Lessor’s objections to the change in the Agreed Use.     6.2 Hazardous Substances          (a) Reportable Uses Require Consent The term “Hazardous Substance” as used in this Lease shallmean 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 thePremises, (ii) regulated or monitored by any governmental authority, or (iii) a basis for potentialliability of Lessor to any governmental agency or third party under any applicable statute orcommon law theory Hazardous Substances shall include, but not be limited to. hydrocarbons,petroleum, gasoline, and/or crude oil or any products, byproducts or fractions thereof. Lesseeshall not engage In any activity or on the Premises which constitutes a Reportable Use of HazardousSubstances without the express prior written consent of Lessor and timely compliance (at Lessee’sexpense) with all Applicable Requirements. ‘Reportable Use” shall mean (i) the installation or useof 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 respectto which a report, notice. registration or business plan is required to be 61ed with, anygovernmental authority and/or (iii) the presence at the Premises of a Hazardous Substance withrespect to which any Applicable Requirements requires that a notice be given to persons entering oroccupying the Premises or neighboring properties Notwithstanding the foregoing, Lessee may use anyordinary and customary materials reasonably required to be used in the normal course of the AgreedUse such as ordinary office supplies (copier toner, liquid paper, glue. etc.) and common householdcleaning materials, so long as such use IS in compliance with all Applicable requirements. is not aReportable Use. and does not expose the Premises or neighboring property to any meaningful risk ofcontamination or damage or expose Lessor to any liability therefore In addition, Lessor maycondition its consent to any Reportable Use upon receiving such additional assurances as Lessorreasonably deems necessary to protect itself, the public, the Premises and/or the environmentagainst damage, contamination .Injury and/or Liability. including, but not limited to , theinstallation (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 aHazardous Substance has come to be located In, on, under or about the Premises, other than aspreviously consented to by Lessor, Lessee shall immediately give written notice of such fact toLessor, and provide Lessor with a copy of any report, notice. claim or other documentation which ithas concerning the presence of such Hazardous Substance.          (c) Lessee Remediation. Lessee shall not cause or permit any Hazardous Substance to be spilledor released in, on, under, or about the Premises (including through the plumbing or sanitary sewersystem) and shall promptly, at Lessee’s expense, comply with all Applicable requirements and takeall investigator and/or remedial action reasonably recommended, whether or not formally ordered orrequired for the cleanup of any contamination of, and for the maintenance, security and/ormonitoring of the Premises or neighboring properties that was caused or materially contributed toby Lessee, or pertaining to or involving any Hazardous Substance brought onto the Premises duringthe 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 rentsand/or damages, Liabilities, judgments, claims, expenses, penalties, and attorneys’ andconsultants’ fees arising out of or involving any Hazardous Substance brought onto the Premises byor for Lessee, or any third party (provided, however, that Lessee shall have no
 

 
liability under this Lease with respect to underground migration of any Hazardous Substanceunder 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 orinjury to person, property or the environment created or suffered by Lessee, and the cost ofinvestigation, removal, remediation, restoration and/or abatement. and shall survive the expirationor termination of this Lease No termination. Cancellation or release agreement entered Into byLessor and Lessee shall release Lessee from its obligations under this Lease with respect toHazardous Substances, unless specifically so agreed by Lessor In writing at the time of suchagreement          (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 allenvironmental damages, including the cost of remediation, which result from Hazardous Substanceswhich existed on the Premises prior to Lessee’s occupancy or which are caused by the grossnegligence or willful misconduct of Lessor. its agents or employees Lessor’s obligations, as andwhen required by the Applicable Requirements. shall include, but not be limited to, the cost ofinvestigation removal. remediation, restoration and/or abatement. and shall survive the expirationor termination of this Lease.          (f) Investigations and Remediation’s Lessor shall retain the responsibility and pay for anyinvestigations or remediation measures required by governmental entitles having jurisdiction withrespect to the existence of Hazardous Substances on the Premises prior to Lessee’s occupancy,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 responsiblefor such payment. Lessee shall cooperate fully In any such activities at the request of Lessor,including allowing Lessor and Lessor’s agents to have reasonable access to the Premises atreasonable times in order to carry out Lessor’s investigative and remedial responsibilities.          (g) LessorTermination Option. If a Hazardous Substance Condition (see Paragraph 9.1(e))occurs during the term of this Lease, unless Lessee is legally responsible therefore (in which caseLessee shall make the investigation and remediation thereof required by the Applicable requirementsand this Lease shall continue In full force and effect, but subject to Lessor’s rights underParagraph 6.2(d) and Paragraph 13). Lessor may, at Lessor’s option, either (i) Investigate andremediate such Hazardous Substance Condition, if required, as soon as reasonably possible atLessor’s expense, In which event this Lease shall continue in full force and effect, or (11) if theestimated 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 ofknowledge of the occurrence of such Hazardous Substance Condition, of Lessor’s desire to terminatethis Lease as of the date 60 days following the date of such notice. In the event Lessor elects togive a termination notice, Lessee may, within 10 days thereafter, give written notice to Lessor ofLessee’s commitment to pay the amount by which the cost of the remediation of such HazardousSubstance Condition exceeds an amount equal to 12 times the then monthly Base Rent or $100,000,whichever is greater Lessee shall provide Lessor with said funds or satisfactory assurance thereofwithin 30 days following such commitment. In such event, this Lease shall continue in full forceand effect, and Lessor shall proceed to make such remediation as soon as reasonably possible afterthe required funds are available If Lessee does not such notice and provide the required funds orassurance thereof within the time provided, this Lease shall terminate as of the date specified InLessor’s notice of termination.     6.3 Lessee’s Compliance with Applicable Requirements. Except as otherwise provided in thisLease, Lessee shall, at Lessee’s sole expense, fully, diligently and In a timely manner, materiallycomply with all Applicable Requirements. the requirements of any applicable fire Insuranceunderwriter rating bureau, and the recommendations of Lessor’s engineers and/or consultants whichrelate in any manner to the Premises, without regard to whether said requirements are now In effector become effective after the Start Date. Lessee shall, within 10 days after receipt of Lessor’swritten request. provide Lessor with copies of all permits and other documents, and otherinformation evidencing Lessee’s compliance with any Applicable Requirements specified by Lessor,and shall immediately upon receipt, notify Lessor in writing (with copies of any documentsinvolved)o f any threatened or actual claim. notice. citation. warning, complaint or reportpertaining to or involving the of Lessee or the Premises to comply with any ApplicableRequirements.6.4 Inspection; Compliance. Lessor and Lessor’s “Lender” (as defines in Paragraph 30) andconsultants shall have the right to enter into Premises at any time, In the case of an emergency,and otherwise at reasonable times, for the purpose of inspecting the condition of the Premises andfor verifying compliance by Lessee with this Lease. The cost of any such inspections shall be paidby Lessor, unless a violation of Applicable Requirements, or a Hazardous Substance Condition(seeparagraph 9 le) is found to exist or be Imminent, or the inspection is requested or ordered by agovernmental authority. In such case, Lessee shall upon request reimburse Lessor for the cost ofsuch inspection, so long as such inspection is reasonably related to the violation or contamination