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     Section 3. Tenant’s Initial Plans; the Work. The Phase I TenantImprovements shall be built in substantial accordance with the plan(s) and scope ofwork (collectively, the “Initial Phase I Plans”) dated July 19, 2000 prepared byLegacy Partners CDS (“Architect”) and which have previously been approved byLandlord and Tenant. The Phase II Tenant Improvements shall be built in substantialaccordance with the plan(s) and scope of work (collectively, the “Initial Phase IIPlans”) to be prepared by Architect and attached hereto as Schedule 1, assoon as practicable, subject to approval by Landlord and Tenant. The requirementsand deadlines set forth in Exhibit B shall apply equally to the Phase ITenant Improvements and the Phase II Tenant Improvements, as though statedseparately in full for each of the Phase I Tenant Improvements and the Phase IITenant Improvements. Landlord hereby notifies Tenant that Landlord will requireTenant to remove the Phase II Tenant Improvements from the Premises upon theexpiration or earlier termination of the Lease.     Section 5. Performance of Work. As soon as practicable after Tenant andLandlord initial and attach to the Lease as Exhibit B-2 a true and completecopy of the Approved Final Drawings for each Phase, Landlord (acting on behalf ofTenant) shall submit the Approved Final Drawings for such Phase to the governmentalauthorities having rights of approval over the Work and shall apply for thenecessary approvals and building permits. Landlord and Tenant agree that theApproved Final Drawings for the Phase I Tenant Improvements will not be put out forbid to general contractors as was contemplated by the original Lease; rather, assoon as practicable after Landlord or its representatives have received allnecessary approvals and building permits for the Phase I Tenant Improvements,Landlord and Tenant will cause the General Contractor to award subcontracts for thePhase I Tenant Improvements for the following trades on a design/build basis:plumbing, mechanical, electrical and fire protection; and to put the Approved FinalDrawings for the Phase I Tenant Improvements out for bid to several licensed, bondedand insured subcontractors for the remaining trades. Both Landlord and Tenant shallhave the right to approve the selected subcontractors for the Phase I TenantImprovements, which may or may not be the lowest bidders. Landlord shall cause thecommencement of construction by the General Contractor of the Phase I TenantImprovements as soon as practicable after: (1) roof and sprinklers are completed inthe shell construction and a signed-off permit is received for the shell sprinklerwork; (2) receipt of the signed construction contract between the General Contractorand the Tenant; and (3) receipt of a building permit for the Phase I TenantImprovements. Except as hereinafter expressly provided to the contrary, Landlordshall cause the performance of the Work using (except as may be stated or otherwiseshown in the Approved Final Drawings) building standard materials, quantities andprocedures then in use by Landlord (“Building Standards”). The Phase II TenantImprovements shall also not be put out for bid to general contractors as wascontemplated by the original Lease, but shall be contracted on a design/build basisas described above for the Phase I Tenant Improvements, unless otherwise mutuallyagreed by Landlord and Tenant. Landlord, on behalf of and for the account of Tenant,shall maintain, and cause to be maintained, during the construction of the TenantImprovements, to the extent that Tenant has not procured such insurance, insuranceof the types and in the amounts specified in Exhibit B-1 attached heretoand in Section 12 of the Lease, together with builders’ risk insurance for theamount of the completed value of the Tenant Improvements on an all-risknon-reporting form covering all improvements under construction, including buildingmaterials, and other insurance in amounts and against such risks as the Landlordshall reasonably require in connection with the Tenant Improvements.     Section 9. Tenant Improvement Costs. Landlord will make payments toGeneral Contractor from the Tenant Improvement Allowance to pay for TenantImprovement Costs in accordance with Exhibit B. Payment of the constructionmanagement fee (the “CM Fee”) shall be made monthly to Legacy Partners CommercialCDS, subject to a 5% retention until completion of the punchlist items. All otherpayments of the Tenant Improvement Allowance shall be by progress payments to theGeneral Contractor not more frequently than once per month and only aftersatisfaction of Landlord’s standard tenant improvement allowance disbursementrequirements.
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     Section 10. Excess Tenant Improvement Costs. All of the TenantImprovement Allowance (including the Amortized Excess TI Costs) is being allocatedto the Phase I Tenant Improvements. The portion of the Excess Tenant ImprovementCosts in excess of the Amortized Excess TI Costs allocable to the Phase I TenantImprovements shall be paid by Tenant, in cash, to Landlord together with Tenant’sdelivery of its signed counterpart of this Amendment. The portion of the ExcessTenant Improvement Costs in excess of the Amortized Excess TI Costs allocable to thePhase II Tenant Improvements shall be paid by Tenant, in cash, to Landlord on orbefore October 1, 2000. Interest on these funds will be paid to the Tenant at astandard market interest rate upon Substantial Completion of the Phase II TenantImprovements and disbursement of all funds. Landlord shall have no obligation toproceed with the respective Phase of the Tenant Improvements unless and until Tenantshall have so paid the applicable portion of the Excess Tenant Improvement Costs.Any delay in making the payments required under this Section 10 shall be deemed tobe “Tenant Delays”.          **2.3 Rent**. The following is added to Section 3 of the Lease:     **3.1 Phase I Premises Rent Commencement Date**: Notwithstanding the foregoingprovisions of this Section 3, Tenant’s obligation to pay Rent for the Phase IPremises shall commence on the earlier to occur of (i) substantial completion of thePhase I Tenant Improvements in accordance with the terms and provisions ofExhibit B, or (ii) January 1, 2001 (the “Phase I Premises Rent CommencementDate”). For the period commencing on the Phase I Premises Rent Commencement Date andcontinuing up to the Phase II Premises Commencement Date (defined in Section 3.2below) (the “Early Occupancy Period”), Tenant shall pay a percentage of all Rent(excluding any utilities separately metered to the Phase I Premises) based upon theproportion that the area of the Phase I Premises bears to the total area of thePremises.     **3.2 Phase II Premises Rent Commencement Date**: Notwithstanding the foregoingprovisions of this Section 3, Tenant’s obligation to pay Rent for the Phase IIPremises shall commence on the earlier to occur of (i) substantial completion of thePhase II Tenant Improvements in accordance with the terms and provisions ofExhibit B, or (ii) January 1, 2001 (the “Phase II Premises Rent CommencementDate”). From and after the Phase II Premises Commencement Date, Tenant shall pay onehundred percent (100%) of all Rent as specified in the Basic Lease Information.”     **3. ****Effect of Amendment**: Except as modified herein, the terms and conditions of theLease shall remain unmodified and continue in full force and effect. In the event of any conflictbetween the terms and conditions of the Lease and this Amendment, the terms and conditions of thisAmendment shall prevail. Tenant hereby renews its obligations to Landlord for the full, prompt andtimely payment of all rents and other sums required to be paid by Tenant during the term of theLease as herein modified, and for the full, prompt and timely performance of, compliance with andobservation of all the terms contained in the Lease as herein modified.     **4. ****Definitions**: Unless otherwise defined in this Amendment, all terms not defined inthis Amendment shall have the meaning set forth in the Lease.     **5.****Authority**: Subject to the provisions of the Lease, this Amendment shall be binding uponand inure to the benefit of the parties hereto, their respective heirs, legal representatives,successors and assigns. Each party hereto and the persons signing below warrant that the personsigning below on such party’s behalf is authorized to do so and to bind such party to the terms ofthis Amendment.
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**IN WITNESS WHEREOF**, the parties have executed this Amendment as of the date and year first abovewritten.     **Tenant:**