Exhibit 10.35  LEASE   SFERS REAL
ESTATE CORP. U,
a Delaware corporation,  Landlord,  and  CONCEPTUS,
INC., 
a Delaware corporation,  Tenant   10/31/01
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TABLE OF CONTENTS  page1.
  USE AND
  RESTRICTIONS ON USE
  12.
  TERM
  23.
  RENT
  24.
  RENT
  ADJUSTMENTS
  35.
  SECURITY
  DEPOSIT
  76.
  ALTERATIONS
  77.
  REPAIR
  88.
  LIENS
  99.
  ASSIGNMENT
  AND SUBLETTING
  910.
  INDEMNIFICATION
  1211.
  INSURANCE
  1312.
  WAIVER
  OF SUBROGATION
  1313.
  SERVICES
  AND UTILITIES
  1314.
  HOLDING
  OVER
  1415.
  SUBORDINATION
  1416.
  RULES
  AND REGULATIONS
  1517.
  REENTRY
  BY LANDLORD
  1518.
  DEFAULT
  1519.
  REMEDIES
  1620.
  TENANTS
  BANKRUPTCY OR INSOLVENCY
  1821.
  QUIET
  ENJOYMENT
  1822.
  CASUALTY
  1823.
  EMINENT
  DOMAIN
  2024.
  SALE BY
  LANDLORD
  2025.
  ESTOPPEL
  CERTIFICATES
  2026.
  SURRENDER
  OF PREMISES
  2027.
  NOTICES
  2128.
  TAXES
  PAYABLE BY TENANT
  2129.
  RELOCATION
  OF TENANT [INTENTIONALLY OMITTED]
  2130.
  DEFINED
  TERMS AND HEADINGS
  2231.
  TENANTS
  AUTHORITY
  2232.
  FINANCIAL
  STATEMENTS AND CREDIT REPORTS
  2233.
  COMMISSIONS
  2334.
  TIME
  AND APPLICABLE LAW
  2335.
  SUCCESSORS
  AND ASSIGNS
  2336.
  ENTIRE
  AGREEMENT
  2337.
  EXAMINATION
  NOT OPTION
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38.
  RECORDATION
  2339.
  OPTION
  TO RENEW
  2340.
  ROOF
  SPACE FOR DISH/ANTENNA
  2541.
  SIGNAGE
  2642.
  EMERGENCY
  GENERATOR (WITH TANK)
  2743.
  LETTER
  OF CREDIT
  2844.
  RIGHT
  OF FIRST OFFER
  3045.
  LIMITATION
  OF LANDLORDS LIABILITY
  32   EXHIBIT A - FLOOR PLAN
DEPICTING THE PREMISES  EXHIBIT A-l - SITE PLAN  EXHIBIT A-2 - DEPICTION
OF VISITOR PARKING SPACES  EXHIBIT B - TENANT
ALTERATIONS  EXHIBIT C - COMMENCEMENT
DATE MEMORANDUM  EXHIBIT D - RULES AND
REGULATIONS  EXHIBIT E - FORM OF
LETTER OF CREDIT  EXHIBIT F - INTENTIONALLY
OMITTED  EXHIBIT G - APPROVED
HAZAROUS MATERIALS  EXHIBIT H - FORM OF
LANDLORD CONSENT TO SUBLEASE  EXHIBIT I - FORM OF
SUBORDINATION, NONDISURBANCE AND ATTORNMENT AGREEMENT  [REMAINDER OF PAGE INTENTIONALLY LEFT
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MULTI-TENANT
INDUSTRIAL NET LEASE  REFERENCE
PAGES  BUILDING:
  
  Mountain
  View Corporate Center
  331 East Evelyn Avenue
  Mountain View, California 94039LANDLORD:
  
  SFERS REAL ESTATE CORP. U,
  a Delaware corporationLANDLORDS
  ADDRESS:
  
  c/o
  RREEF Management Company
  1310 Tully Road, Suite 110
  San Jose, California 95122WIRE
  INSTRUCTIONS AND/OR ADDRESS FOR RENT PAYMENT:
  
  SFERS
  Real Estate Corp. U
  Dept. #44631
  P.O. Box 44000
  San Francisco, California 94144LEASE
  REFERENCE DATE:
  
  December 5,
  2008TENANT:
  
  CONCEPTUS, INC.,
  a Delaware corporationTENANTS
  NOTICE ADDRESS:(a)   As of beginning of Term:
  
  The
  Premises(b)   Prior to beginning of Term (if different):
  
  The
  PremisesPREMISES
  ADDRESS:
  
  331 East Evelyn Drive
  Mountain View, California 94039
  
  With
  a copy of default notices to:
  
  Reed
  Smith LLP
  Two Embarcadero Center, Suite 2200
  San Francisco, California 94111
  Attention: Charles H. Seaman, Esq.
  
  If
  any additional person listed above fails to receive the copy of the notice of
  Tenant default, the validity of the notice served on Tenant shall not be
  affected thereby.PREMISES RENTABLE AREA:
  
  Approximately 58,242sq.
  ft. (for outline of Premises see Exhibit A)USE:
  
  Subject
  to Section 1.1 of this Lease, research, development, marketing,
  engineering, assembly and distribution for a medical device operation and
  general office use.COMMENCEMENT DATE:
  
  July 1, 2009TERM OF LEASE:
  
  Forty-nine
  (49) months beginning on the Commencement Date and ending on the Termination
  Date.   10/31/01
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TERMINATION
  DATE:
  July 31,
  2013  ANNUAL RENT and MONTHLY INSTALLMENT OF
RENT (Article 3):  Period
  Rentable Square
  Annual Rent
  Annual Rent
  Monthly Installmentfrom
  through
  Footage
  Per Square Foot
  
  of Rent7/1/2009
  7/31/2010
  58,242
  $24.00
  $1,514,292.00**
  $116,484.00*8/1/2010
  7/31/2011
  58,242
  $25.32
  $1,474,687.44
  $122,890.628/1/2011
  7/31/2012
  58,242
  $26.04
  $1,516,621.68
  $126,385.148/1/2012
  7/31/2013
  58,242
  $26.88
  $1,565,544.96
  $130,462.08  *Monthly
Installment of Rent for the first six (6) full calendar months of the Term
is subject to abatement pursuant to Section 3.3
of the Lease. **Figure
calculated based on thirteen (13) months  INITIAL ESTIMATED MONTHLY INSTALLMENT OF RENT ADJUSTMENTS
  (Article 4):
  
  $27,373.74TENANTS PROPORTIONATE SHARE:
  
  21.79% of the project of which the Building is a
  part 91.31% of the BuildingTENANTS PROPORTIONATE SHARE FOR PARKING:
  
  4 parking spaces per 1,000 rentable square feet of
  the Premises, which, based upon the total square footage of the Premises as
  of the date of this Lease, equals 233 parking spaces which shall be provided
  at no cost to Tenant during the Term and any extensions thereto.SECURITY DEPOSIT:
  
  NoneASSIGNMENT/SUBLETTING FEE:
  
  $1,000.00REAL ESTATE BROKERS:
  
  Cornish & Carey Commercial (Landlords
  Broker), representing Landlord and Jones Lang LaSalle, representing TenantTENANTS SIC CODE:
  
  3842LETTER OF CREDIT:
  
  $350,000.00, as further described in Article 43  [REMAINDER
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AMORTIZATION
  RATE:
  
  N/A  The
Reference Pages information is incorporated into and made a part of the
Lease. In the event of any conflict between any Reference Pages information
and the Lease, the Lease shall control. The Lease includes Exhibits A through
F, all of which are made a part of the Lease.  IN
WITNESS WHEREOF, Landlord and Tenant have entered into the Lease as of the
Lease Reference Date set forth above.  LANDLORD:
  
  TENANT:SFERS REAL ESTATE CORP. U,
  
  CONCEPTUS, INC.,a Delaware corporation
  
  a Delaware corporationBy:
  RREEF Management
  Company, a Delaware
  corporation, its Authorized AgentBy:
  /s/ Stephen J. George
  
  By:
  /s/ Gregory E.
  LichtwardtName:
  Stephen J. George
  
  Name:
  Gregory E. LichtwardtTitle:
  Regional Director
  
  Title:
  Executive Vice
  PresidentDated:
  12/9/08
  
  Dated:
  12.5.08   10/31/01
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LEASE  By this Lease Landlord leases to Tenant and Tenant
leases from Landlord the Premises in the Building as set forth and described on
the Reference Pages. The Premises are depicted on the floor plan attached
hereto as Exhibit A, and the Building is depicted on the site plan
attached hereto as Exhibit A-1. The Reference Pages, including all
terms defined thereon, are incorporated as part of this Lease.  1.USE AND RESTRICTIONS ON USE.  1.1         The
Premises are to be used solely for the purposes set forth on the Reference
Pages; provided, however, that Landlord shall not unreasonably withhold consent
to any reasonable modification to such permitted use so long as the same
complies with applicable Regulations (as defined below) and is otherwise
reasonably consistent with the general uses at the project of which the
Building is a part. Tenant shall not do or permit anything to be done in or
about the Premises which will in any way unreasonably obstruct or interfere
with the rights of other tenants or occupants of the Building or injure, annoy,
or disturb them, or allow the Premises to be used for any improper, immoral,
unlawful, or objectionable purpose, or commit any waste. Tenant shall not do,
permit or suffer in, on, or about the Premises the sale of any alcoholic liquor
without the written consent of Landlord first obtained. Tenant shall comply
with all federal, state and city laws, codes, ordinances, rules and
regulations (collectively, Regulations) applicable to the use of the Premises
and its occupancy and shall promptly comply with all governmental orders and
directions for the correction, prevention and abatement of any violations in
the Building or appurtenant land, caused or permitted by, or resulting from the
specific use by, Tenant, or in or upon, or in connection with, the Premises,
all at Tenants sole expense. Tenant shall not do or permit anything to be done
on or about the Premises or bring or keep anything into the Premises which will
in any way increase the rate of, invalidate or prevent the procuring of any
insurance protecting against loss or damage to the Building or any of its
contents by fire or other casualty or against liability for damage to property
or injury to persons in or about the Building or any part thereof. Except to
the extent properly included in Expenses (or except to the extent any other
party has the obligation to perform the same), Landlord shall be responsible
for correcting and for the cost of correcting any violations of Regulations
with respect to the common areas of the Building. Notwithstanding the
foregoing, Landlord shall have the right to contest any alleged violation in
good faith, including, without limitation, the right to apply for and obtain a
waiver or deferment of compliance, the right to assert any and all defenses
allowed by Regulations and the right to appeal any decisions, judgments or
rulings to the fullest extent permitted by Regulations. Landlord, after the
exhaustion of any and all rights to appeal or contest, will make all repairs,
additions, alterations or improvements necessary to comply with the terms of
any final order or judgment.  1.2         Tenant
shall not, and shall not direct, suffer or permit any of its agents,
contractors, employees, licensees or invitees (collectively, the Tenant
Entities) to at any time handle, use, manufacture, store or dispose of in or
about the Premises or the Building any (collectively, Hazardous Materials)
flammables, explosives, radioactive materials, hazardous wastes or materials,
toxic wastes or materials, or other similar substances, petroleum products or
derivatives or any substance subject to regulation by or under any federal,
state and local laws and ordinances relating to the protection of the
environment or the keeping, use or disposition of environmentally hazardous
materials, substances, or wastes, presently in effect or hereafter adopted, all
amendments to any of them, and all rules and regulations issued pursuant
to any of such laws or ordinances (collectively, Environmental Laws), nor
shall Tenant suffer or permit any Hazardous Materials to be used in any manner
not fully in compliance with all Environmental Laws, in the Premises or the
Building and appurtenant land or allow the environment to become contaminated
with any Hazardous Materials. Notwithstanding the foregoing, Tenant may handle,
store, use or dispose of products containing small quantities of Hazardous
Materials (such as aerosol cans containing insecticides, toner for copiers,
paints, paint remover and the like) to the extent customary and necessary for
the use of the Premises for general office purposes (including small quantities
of paint or typical construction materials used in connection with Alterations
performed by or for the benefit of Tenant within the Premises in accordance
with the terms of this Lease and applicable Regulations); provided that Tenant
shall always handle, store, use, and dispose of any such Hazardous Materials in
a safe and lawful manner and never allow such Hazardous Materials to
contaminate the Premises, Building and appurtenant land or the environment.
Landlord hereby approves the Hazardous Materials listed, and in the quantities
set forth, on Exhibit G to the Lease, so long as Tenant complies
with the terms and conditions of this Lease respecting the Handling of such approved
Hazardous Materials. Tenant shall protect, defend, indemnify and hold each and
all of the Landlord Entities (as defined in Article 30) harmless from and
against any and all loss, claims, liability or costs (including court costs and
attorneys fees) incurred by reason of any actual or asserted failure of Tenant
to fully comply with all applicable Environmental Laws, or the presence,
handling, use or disposition in or from the Premises of any Hazardous Materials
by Tenant or any Tenant Entity (even though permissible under all applicable
Environmental Laws or the provisions of this Lease), or by reason of any actual
or asserted failure of Tenant to keep, observe, or perform any provision of
this Section 1.2. As of the date hereof, Landlord has not received written
notice from any governmental agencies that the Building is in violation of any
Environmental Laws. Further, to Landlords actual knowledge, there are no
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Building
other than small quantities of Hazardous Materials (such as aerosol cans
containing insecticides, toner for copiers, paints, paint remover and the like)
to the extent customary and necessary for the use of the Premises for general
office purposes. For purposes of this Section, Landlords actual knowledge
shall be deemed to mean and limited to the current actual knowledge of Steven
Heidger, property manager for the Building, at the time of execution of this
Lease and not any implied, imputed, or constructive knowledge of said
individual or of Landlord or any parties related to or comprising Landlord and
without any independent investigation or inquiry having been made or any
implied duty to investigate or make any inquiries; it being understood and
agreed that such individual shall have no personal liability in any manner
whatsoever hereunder or otherwise related to the transactions contemplated
hereby.  1.3         Tenant
and the Tenant Entities will be entitled to the non-exclusive use of the common
areas of the Building as they exist from time to time during the Term,
including the parking facilities (which shall be at no cost to Tenant during
the initial Term), subject to Landlords rules and regulations regarding
such use. However, in no event will Tenant or the Tenant Entities park more
vehicles in the parking facilities than Tenants Proportionate Share of the
total parking spaces available for common use. The foregoing shall not be
deemed to provide Tenant with an exclusive right to any parking spaces or any
guaranty of the availability of any particular parking spaces or any specific
number of parking spaces. Lessee shall be allotted six (6) designated
visitor parking spaces, as depicted on the site plan attached hereto as Exhibit A-2,
provided that such designated spaces shall be inclusive of and not in addition
to Tenants Proportionate Share of the total parking spaces available for
common use. Landlord shall not allot to any other tenant of the Building or of
the project in which the Building is located (the Project) the right to use
parking spaces in excess of such tenants proportionate share of the total
parking spaces available for common use.  2.TERM.  2.1         The
Term of this Lease shall begin on the date (Commencement Date) as shown on
the Reference Pages as the Commencement Date, and shall terminate on the
date (Termination Date) as shown on the Reference Pages as the
Termination Date, unless sooner terminated by the provisions of this Lease.
Tenant shall, at Landlords request, execute and deliver a memorandum agreement
provided by Landlord in the form of Exhibit C attached hereto,
setting forth the actual Commencement Date, Termination Date and, if necessary,
a revised rent schedule. Should Tenant fail to do so within thirty (30) days
after Landlords request, the information set forth in such memorandum provided
by Landlord shall be conclusively presumed to be agreed and correct.  2.2         Tenant
is currently in possession of the Premises, as subtenant, pursuant to the terms
of that certain Sublease dated June ___, 2002 (sic)(the Sublease) between Tenant and Cadence Design
Systems, Inc., a California corporation (as successor in interest to
Verisity Design, Inc., a California corporation) (Sublessor), as
sublessor, which Sublease, and the underlying primary lease between Landlord
and Sublessor dated April 14, 2004 as the same may be amended (the
Primary Lease), are scheduled to expire by their terms on June 30, 2009.
In the event the Primary Lease terminates prior to June 30, 2009, the
Commencement Date shall be accelerated to the date immediately following the
date of such termination (provided that the Termination Date of this Lease
shall remain July 31, 2013), and the terms and conditions of this Lease
shall be in full force and effect as of such date except that the Term shall be
extended to include the period commencing upon the accelerated Commencement
Date through and including June 30, 2009 (the Advance Term. The Monthly
Installment of Rent in effect for the Advance Term shall be equal to the amount
of Base Rent (as such term is defined in the Sublease) in effect for such
period (as the same may increase during the Advance Term as provided in the
Sublease), and during the Advance Term, Tenant shall pay to Landlord
Subtenants Share of Pass Through Costs and Other Charges (as such terms are
defined in Section 4 of the Sublease). Landlord shall provide notice to
Tenant if the Primary Lease terminates prior to June 30, 2009.  3.RENT.  3.1         Tenant
agrees to pay to Landlord the Annual Rent in effect from time to time by paying
the Monthly Installment of Rent then in effect on or before the first day of
each full calendar month during the Term, except that the seventh (7th) full calendar months Monthly Installment of Rent (subject to the
Abated Monthly Installment of Rent, as defined below), and Tenants
Proportionate Share of Expenses and Taxes for the first full calendar month of
the Term shall be paid upon the execution of this Lease. The Monthly
Installment of Rent in effect at any time shall be one-twelfth (1/12) of the
Annual Rent in effect at such time. Rent for any period during the Term which
is less than a full month shall be a prorated portion of the Monthly
Installment of Rent based upon the number of days in such month. Said rent
shall be paid to Landlord, without deduction or offset (except as may be
expressly authorized herein) and without notice or demand, at the Rent Payment
Address, as set forth on the Reference Pages, or to such other person or at
such other place as Landlord may from time to time designate in writing. If
more than two (2) monetary Events of Default occur, Landlord may require
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notice
to Tenant that all subsequent rent payments be made by an automatic payment
from Tenants bank account to Landlords account, without cost to Landlord.
Tenant must implement such automatic payment system prior to the next scheduled
rent payment or within ten (10) days after Landlords notice, whichever is
later. Unless specified in this Lease to the contrary, all amounts and sums
payable by Tenant to Landlord pursuant to this Lease shall be deemed additional
rent.  3.2         Tenant
recognizes that late payment of any rent or other sum due under this Lease will
result in administrative expense to Landlord, the extent of which additional
expense is extremely difficult and economically impractical to ascertain.
Tenant therefore agrees that if rent or any other sum is not paid when due and
payable pursuant to this Lease, a late charge shall be imposed in an amount
equal to the greater of: (a) Fifty Dollars ($50.00), or (b) five
percent (5%) of the unpaid rent or other payment; provided, however, that the
foregoing late charge shall not apply to the first such late payment in any
twelve (12) month period of the Term of this Lease or any extension thereto
until following written notice to Tenant and the expiration of five (5) days
thereafter without cure. The amount of the late charge to be paid by Tenant
shall be reassessed and added to Tenants obligation for each successive month
until paid. The provisions of this Section 3.2 in no way relieve Tenant of
the obligation to pay rent or other payments on or before the date on which
they are due, nor do the terms of this Section 3.2 in any way affect
Landlords remedies pursuant to Article 19 of this Lease in the event said
rent or other payment is unpaid after date due.  3.3         Notwithstanding
anything in this Lease to the contrary, so long as Tenant is not in default
under this Lease beyond applicable notice and cure periods, Tenant shall be
entitled to an abatement of Monthly Installment of Rent with respect to the
Premises, as originally described in this Lease, in the amount of $116,484.00
per month for the first six (6) full calendar months of the initial Term.
The maximum total amount of Monthly Installment of Rent abated with respect to
the Premises in accordance with the foregoing shall equal $698,904.00 (the
Abated Monthly Installment of Rent). If Tenant defaults under this Lease at
any time during the Term and fails to cure such default within any applicable
cure period under this Lease, then all unamortized Abated Monthly Installment
of Rent (i.e. based upon the amortization of the Abated Monthly Installment of
Rent in equal monthly amounts, without interest, during the period commencing
on the Commencement Date and ending on the original Termination Date) shall
immediately become due and payable. Only Monthly Installment of Rent shall be
abated pursuant to this Section, as more particularly described herein, and
Tenants Proportionate Share of Expenses Insurance and Taxes and all other rent
and other costs and charges specified in this Lease shall remain as due and
payable pursuant to the provisions of this Lease  4.RENT ADJUSTMENTS.  4.1For the purpose of this Article 4, the
following terms are defined as follows:  4.1.1       Lease Year:Each fiscal year (as determined by
Landlord from time to time) falling partly or wholly within the Term.  4.1.2       Expenses:All
costs of operation, maintenance, repair, replacement and management of the
Building (including the amount of any credits which Landlord may grant to
particular tenants of the Building in lieu of providing any standard services
or paying any standard costs described in this Section 4.1.2 for similar
tenants), as determined in accordance with generally accepted accounting
principles, including the following costs by way of illustration, but not
limitation: water and sewer charges; insurance charges of or relating to all
insurance policies and endorsements deemed by Landlord to be reasonably
necessary or desirable and relating in any manner to the protection,
preservation, or operation of the Building or any part thereof; utility costs,
including, but not limited to, the cost of heat, light, power, steam, gas;
waste disposal; the cost of janitorial services; the cost of security and alarm
services (including any central station signaling system); costs of cleaning,
repairing, replacing and maintaining the common areas, including parking and
landscaping, window cleaning costs; labor costs; costs and expenses of managing
the Building including management and/or administrative fees (provided, that in
no event shall the management and administrative fees for the Building
(expressed as a percentage of gross receipts for the Building and the Project)
exceed three percent (3%)); air conditioning maintenance costs; elevator
maintenance fees and supplies; material costs; equipment costs including the
cost of maintenance, repair and service agreements and rental and leasing
costs; purchase costs of equipment; current rental and leasing costs of items
which would be capital items if purchased; tool costs; licenses, permits and
inspection fees; wages and salaries; employee benefits and payroll taxes;
accounting and legal fees; any sales, use or service taxes incurred in
connection therewith. In addition, Landlord shall be entitled to recover, as
additional rent (which, along with any other capital expenditures constituting
Expenses, Landlord may either include in Expenses orcause to be billed to
Tenant along with Expenses and Taxes but as a separate item), Tenants
Proportionate Share of: (i) an allocable portion of the cost of capital
improvement items which are reasonably calculated to reduce operating expenses
(Notwithstanding the foregoing, the portion of the annual amortized costs to be
included in Expenses in any calendar year with respect to a capital improvement
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or
improve the operating efficiency of the project or Building shall equal the lesser
of: (a) such annual amortized costs; and (b) the projected annual
amortized reduction in expenses for that portion of the amortization period of
the capital improvement which falls within the Term (based on the total cost
savings for such period, as reasonably estimated by Landlord); (ii) the
cost of fire sprinklers and suppression systems and other life safety systems;
and (iii) other capital expenses which are required under any Regulations
in effect and as interpreted and enforced after the date of this Lease; but the
costs described in this sentence shall be amortized over the reasonably useful
life of such expenditures in accordance with such reasonably useful life and
amortization schedules as shall be determined by Landlord in accordance with generally
accepted accounting principles, with interest on the unamortized amount at one
percent (1%) in excess of the Wall Street Journal prime lending rate announced
from time to time. Landlord agrees to act in a commercially reasonable manner
in incurring Expenses, taking into consideration the class and the quality of
the Building. Notwithstanding the foregoing, Expenses shall not include
depreciation or amortization of the Building or equipment in the Building
except as provided herein, loan principal payments, costs of alterations of
tenants premises, leasing commissions, interest expenses on long-term
borrowings or advertising costs.  The
following items are also excluded from Expenses and in no event shall Tenant
have any obligation to perform, pay directly or reimburse Landlord for any of
the following except to the extent expressly provided herein:  (a)Sums paid to subsidiaries or other affiliates
of Landlord for services on or to the Building and/or Premises, but only to the
extent that the costs of such services exceed the competitive cost for such
services rendered by persons or entities of similar skill, competence and
experience.  (b)Attorneys fees and other expenses incurred in
connection with negotiations or disputes with prospective tenants or tenants or
other occupants of the Building.  (c)Costs in connection with leasing space in the
Building, including brokerage commissions, brochures and marketing supplies,
legal fees in negotiating and preparing lease documents.  (d)Principal payments of mortgage and other
non-operating debts of Landlord.  (e)Salaries or fringe benefits of employees whose
time is not spent directly and solely in the operation of the Building,
provided that if any employee performs services in connection with the Building
and other buildings, costs associated with such employee may be proportionately
included in Expenses based on the percentage of time such employee spends in
connection with the operation, maintenance and management of the Building.  (f)Ground lease rental.  (g)   Any tenant allowances, tenant concessions and other costs or
expenses incurred in fixturing, furnishing, renovating or otherwise improving,
decorating or redecorating space for tenants or other occupants of the
Building, or vacant leaseable space in the Building, except in connection with
general maintenance and repairs provided to the tenants of the Building in
general.  (h)Marketing costs, including leasing
commissions, attorneys fees in connection with the negotiation and preparation
or enforcement of letters, deal memos, letters of intent, leases, subleases
and/or assignments, space planning costs, and other costs and expenses incurred
in connection with lease, sublease and/or assignment negotiations and
transactions with present or prospective tenants or other occupants of the
Building.  (i)The cost or expense of any services or
benefits provided generally to other tenants in the Building and not provided
or available to Tenant.  (j)Interest (except for the amortization of
capital improvements and/or deferred maintenance items and except to the extent
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(k)Except as
specifically provided in Section 4.1.2, any capital improvement costs.  (l)Advertising and promotional expenditures.  (m)Fines, costs or penalties incurred as a result
and to the extent of a violation by Landlord of any applicable Regulations and
fines, costs or penalties incurred as a result and to the extent of any late
payment made by Landlord.  (n)Any fines, penalties or interest resulting
from the active negligence or willful misconduct of the Landlord or its agents,
contractors, employees or other tenants.  (o)Landlords charitable and political
contributions.  (p)All bad debt loss, rent loss, or reserves for
bad debt or rent loss.  (q)Reserves not spent by Landlord by the end of
the calendar year for which Expenses are paid.  (r)All costs associated with the operation of the
business of the entity which constitutes Landlord (as distinguished from the
costs of operating, maintaining, repairing and managing the Building)
including, but not limited to, Landlords or Landlords managing agents
general corporate overhead and general administrative expenses.  (s)Costs incurred by Landlord for the repair of
damage to the Building, to the extent that Landlord is reimbursed for such
costs by insurance proceeds, contractor warranties, guarantees, judgments or other
third party sources.  (t)The cost of operating any commercial
concession which is operated by Landlord in the Building, including, without
limitation, any compensation paid to clerks, attendants or other persons
operating such commercial concessions on behalf of Landlord, but only to the
extent revenues from any such commercial concessions exceed such costs and
compensation.  (u)Any cost or expense related to removal,
cleaning, abatement or remediation of hazardous materials existing as of the
date of this Lease in or about the Building or the common areas, except to the
extent such removal, cleaning, abatement or remediation is related to the
general repair and maintenance of the Building or the common areas.  (v)Any expenses for which Landlord is entitled to
receive reimbursement (other than through Expenses).  (w)The cost of complying with any Regulations in
effect (and as interpreted and enforced) on the date of this Lease, provided
that if any portion of the Building that was in compliance with all applicable
Regulations on the date Tenant took possession of the Premises becomes out of
compliance due to normal wear and tear, the cost of bringing such portion of
the Building into compliance shall be included in Expenses unless otherwise
excluded pursuant to the terms hereof.  4.1.3      Taxes: Real estate taxes and any other taxes, charges and
assessments which are levied with respect to the Building or the land
appurtenant to the Building, or with respect to any improvements, fixtures and
equipment or other property of Landlord, real or personal, located in the
Building and used in connection with the operation of the Building and said
land, any payments to any ground lessor in reimbursement of tax payments made
by such lessor; and all fees, expenses and costs incurred by Landlord in
investigating, protesting, contesting or in any way seeking to reduce or avoid
increase in any assessments, levies or the tax rate pertaining to any Taxes to
be paid by Landlord in any Lease Year. Taxes shall not include any corporate
franchise, or estate, inheritance or net income tax, or tax imposed upon any
transfer by Landlord of its interest in this Lease or the Building or any taxes
to be paid by Tenant pursuant to Article 28. Further, Taxes shall exclude
the portion of any increase in real estate taxes to the extent attributable to
any other tenant in the Building for alterations, additions or improvements to
such tenants premises but only to the extent that such increase is clearly
ascertainable and attributable solely to such other tenant. If an assessment of
Taxes is payable in installments, regardless of whether Landlord pays such
amount in one lump sum or elects to pay in installments, Taxes shall include
the amount of the installment and any interest due and payable over the time
period of installments are paid or would have been paid during the Term (as the
same may be extended) had Landlord elected to pay such Taxes in installments.
Notwithstanding anything to the contrary set forth in this Lease, in the event
that during the Term Landlord receives any credit or rebate on Taxes from the
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Clara
County Office of the Assessor with respect to the Premises to the extent
applicable to the Term or portion thereof and of which Tenant has paid Tenants
Proportionate Share, Tenant shall be entitled to a credit against future
installments of Tenants Proportionate Share of Taxes (or, if no such Taxes are
due from Tenant at the time that Landlord would credit Tenant pursuant to this
sentence, to Tenants Proportionate Share of Expenses) payable by Tenant under
the Lease, as amended hereby, or, at Landlords option, a refund, in each case
in the amount of such credit or rebate, after first deducting Landlords costs
and expenses in obtaining such credit or rebate, if any.  4.2         Tenant
shall pay as additional rent for each Lease Year Tenants Proportionate Share
of Expenses and Taxes incurred for such Lease Year.  4.3         The
annual determination of Expenses shall be made by Landlord and shall be binding
upon Landlord and Tenant, subject to the provisions of this Section 4.3.
Landlord shall use reasonable efforts to furnish the statement of actual
Expenses on or before June 1 of the calendar year immediately following
the calendar year to which the statement applies. During the Term, Tenant may
review, at Tenants sole cost and expense, the books and records supporting
such determination in an office of Landlord, or Landlords agent, during normal
business hours, upon giving Landlord five (5) days advance written notice
within one hundred twenty (120) days after receipt of such determination, but
in no event more often than once in any one (1) year period, subject to
execution of a confidentiality agreement acceptable to Landlord, and provided
that if Tenant utilizes an independent accountant to perform such review it
shall be one which is reasonably acceptable to Landlord, is not compensated on
a contingency basis and is also subject to such confidentiality agreement. If
Landlord and Tenant determine that Expenses for the Building for the year in
question were less than stated by more than five percent (5%), Landlord, within
forty-five (45) days after its receipt of paid invoices therefore from Tenant,
shall reimburse Tenant for the reasonable amounts paid by Tenant to its third
party accountant in connection with such review by Tenant. If Tenant fails to
object to Landlords determination of Expenses within one hundred twenty (120)
days after receipt, or if any such objection fails to state with specificity
the reason for the objection, Tenant shall be deemed to have approved such
determination and shall have no further right to object to or contest such
determination. In the event that during all or any portion of any Lease Year,
the Building is not fully rented and occupied Landlord shall make an
appropriate adjustment in occupancy-related Expenses for such year for the
purpose of avoiding distortion of the amount of such Expenses to be attributed
to Tenant by reason of variation in total occupancy of the Building, by
employing consistent and sound accounting and management principles to
determine Expenses that would have been paid or incurred by Landlord had the Building
been at least ninety-five percent (95%) rented and occupied, and the amount so
determined shall be deemed to have been Expenses for such Lease Year. In no
event shall Landlord be entitled to a reimbursement from tenants for Expenses
and Taxes in excess of one hundred percent (100%) of the costs actually paid or
incurred by Landlord in any applicable calendar year.  4.4         Prior
to the actual determination thereof for a Lease Year, Landlord shall from time
to time estimate Tenants liability for Expenses and/or Taxes under Section 4.2,
Article 6 and Article 28 for the Lease Year or portion thereof.
Landlord shall use commercially reasonable efforts to give Tenant written
notification of the amount of such estimate within thirty (30) days after the
end of any Lease Year and Tenant agrees that it will pay, by increase of its
Monthly Installments of Rent due in such Lease Year, additional rent in the
amount of such estimate. Any such increased rate of Monthly Installments of
Rent pursuant to this Section 4.4 shall remain in effect until further
written notification to Tenant pursuant hereto.  4.5         When
the above mentioned actual determination of Tenants liability for Expenses
and/or Taxes is made for any Lease Year and when Tenant is so notified in
writing, then:  4.5.1       If the total additional rent Tenant actually paid pursuant to Section 4.3
on account of Expenses and/or Taxes for the Lease Year is less than Tenants
liability for Expenses and/or Taxes, then Tenant shall pay such deficiency to
Landlord as additional rent in one lump sum within thirty (30) days of receipt
of Landlords bill therefor; and  4.5.2       If the total additional rent Tenant actually paid pursuant to Section 4.3
on account of Expenses and/or Taxes for the Lease Year is more than Tenants
liability for Expenses and/or Taxes, then Landlord shall refund the difference
to Tenant, or at Tenants option, credit the difference against the then next
due Monthly Installment of Rent payments to be made by Tenant under this Lease.  4.6         If
the Commencement Date is other than January 1 or if the Termination Date
is other than December 51, Tenants liability for Expenses and Taxes for
the Lease Year in which said Date occurs shall be prorated based upon a three hundred
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5.SECURITY DEPOSIT.Tenant shall deposit the Security Deposit, if
any, with Landlord upon the execution of this Lease. As of the date of this
Lease, there is no Security Deposit. Said sum shall be held by Landlord as
security for the faithful performance by Tenant of all the terms, covenants and
conditions of this Lease to be kept and performed by Tenant and not as an
advance rental deposit or as a measure of Landlords damage in case of Tenants
default. If Tenant defaults beyond any applicable notice and cure period with
respect to any provision of this Lease, Landlord may use any part of the
Security Deposit for the payment of any rent or any other sum in default, or
for the payment of any amount which Landlord reasonably may spend or become
obligated to spend by reason of Tenants default, or to compensate Landlord for
any other actual loss or damage which Landlord may suffer by reason of Tenants
default. If any portion is so used, Tenant shall within five (5) days
after written demand therefor, deposit with Landlord an amount sufficient to
restore the Security Deposit to its original amount and Tenants failure to do
so shall be a material breach of this Lease. Except to such extent, if any, as
shall be required by law, Landlord shall not be required to keep the Security
Deposit separate from its general funds, and Tenant shall not be entitled to
interest on such deposit. If Tenant shall fully and faithfully perform every
provision of this Lease to be performed by it, the Security Deposit or any
balance thereof shall be returned to Tenant at such time after termination of
this Lease when Landlord shall have determined that all of Tenants obligations
under this Lease have been fulfilled. Notwithstanding anything to the contrary
contained herein or in Article 23 hereof, Tenant hereby waives the
provisions of Section 1950.7 of the California Civil Code, or any similar
or successor Regulations or other laws now or hereinafter in effect.  6.ALTERATIONS.  6.1           Tenant
shall not make or suffer to be made any alterations, additions, or
improvements, including, but not limited to, the attachment of any fixtures or
equipment in, on, or to the Premises or any part thereof or the making of any
improvements as required by Article 7, without the prior written consent
of Landlord. When applying for such consent, Tenant shall, if requested by
Landlord, furnish complete plans and specifications for such alterations,
additions and improvements. Landlords consent shall not be unreasonably
withheld, conditioned or delayed with respect to alterations which (i) are
not structural in nature, (ii) are not visible from the exterior of the
Building, and (iii) do not affect or require modification of the
Buildings electrical, mechanical, plumbing, HVAC or other systems or have an
immaterial affect or impact upon the Buildings electrical, mechanical,
plumbing, HVAC or other systems such as rebalancing of the heating, ventilating
and air conditioning system. In addition, Tenant shall have the right to
perform, with prior written notice to but without Landlords consent, any
alteration, addition, or improvement that satisfies all of the following
criteria (a Cosmetic Alteration): (1) is of a cosmetic nature such as
painting, wallpapering, hanging pictures and installing carpeting; (2) is
not visible from the exterior of the Premises or Building; (3) will not
affect the systems or structure of the Building; (4) costs less than
$250,000.00 in the aggregate during any twelve (12) month period of the Term of
this Lease, and (5) does not require work to be performed inside the walls
or above the ceiling of the Premises. However, even though consent is not
required, the performance of Cosmetic Alterations shall be subject to all of
the other provisions of this Article 6.  6.2         In
the event Landlord consents to the making of any such alteration, addition or
improvement by Tenant, the same shall be made by using either Landlords
contractor or at Tenants option, by a contractor selected by Tenant and
reasonably approved by Landlord (which approval shall not be unreasonably
withheld, conditioned or delayed), but in either event at Tenants sole cost
and expense. If Tenant shall employ any contractor other than Landlords
contractor and such other contractor or any subcontractor of such other
contractor shall employ any non-union labor or supplier, Tenant shall be
responsible for and hold Landlord harmless from any and all delays, damages and
extra costs suffered by Landlord as a result of any dispute with any labor
unions concerning the wage, hours, terms or conditions of the employment of any
such labor. In any event Landlord may charge Tenant a construction management
fee not to exceed three percent (3%) of the cost of such work to cover its
overhead as it relates to such proposed work, plus third-party costs actually
incurred by Landlord in connection with the proposed work and the design
thereof, with all such amounts being due thirty (30) days after Landlords
demand. Notwithstanding the foregoing, no construction management fee shall be
due in connection with the construction of the Initial Alterations.  6.3         All
alterations, additions or improvements proposed by Tenant shall be constructed
in accordance with all Regulations, using Building standard materials where
applicable, and Tenant shall, prior to construction, provide the additional
insurance required under Article 11 in such case, and also all such
assurances to Landlord as Landlord shall reasonably require to assure payment
of the costs thereof, including but not limited to, notices of
non-responsibility, waivers of lien, surety company performance bonds and
funded construction escrows and to protect Landlord and the Building and
appurtenant land against any loss from any mechanics, materialmens or other
liens; provided, however, that Landlord shall only be entitled to require
Tenant to provide to Landlord a lien and completion bond as such reasonable
assurance in connection with any alterations, improvements or additions to the
Premises in the event that following Landlords evaluation of Tenants
then-current financial condition and performance history, Landlord determines
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judgment
that the same is reasonably and prudently required. Landlord shall not require
a lien and completion bond in connection with the Initial Alterations (defined
in Exhibit B). Tenant shall pay in addition to any sums due
pursuant to Article 4, any increase in real estate taxes attributable to
any such alteration, addition or improvement for so long, during the Term, as
such increase is ascertainable; at Landlords election said sums shall be paid
in the same way as sums due under Article 4. In the event that following
Landlords evaluation of Tenants then-current financial condition and
performance history, Landlord determines in its good faith, prudent business
judgment that the same is reasonably and prudently required, Landlord may, as a
condition to its consent to any particular alterations or improvements, require
Tenant to deposit with Landlord the amount reasonably estimated by Landlord as
sufficient to cover the cost of removing such alterations or improvements and
restoring the Premises, to the extent required under Section 26.2.  6.4         Notwithstanding
anything to the contrary contained herein, so long as Tenants written request
for consent for a proposed alteration or improvements contains the following
statement in large, bold and capped font PURSUANT
TO ARTICLE 6 OF THE LEASE, IF LANDLORD CONSENTS TO THE SUBJECT ALTERATION,
LANDLORD SHALL NOTIFY TENANT IN WRITING WHETHER OR NOT LANDLORD WILL REQUIRE
SUCH ALTERATION TO BE REMOVED AT THE EXPIRATION OR EARLIER TERMINATION OF THE
LEASE., at the time Landlord gives its consent for any alterations
or improvements, if it so does, Tenant shall also be notified whether or not
Landlord will require that such alterations or improvements be removed upon the
expiration or earlier termination of this Lease. Notwithstanding anything to
the contrary contained in this Lease (but subject to the terms and conditions
of Section 26 of this Lease), at the expiration or earlier termination of
this Lease and otherwise in accordance with Article 26 hereof, Tenant
shall be required to remove all alterations or improvements made to the
Premises except for any such alterations or improvements which Landlord
expressly indicates or is deemed to have indicated shall not be required to be
removed from the Premises by Tenant. If Tenants written notice strictly
complies with the foregoing and if Landlord fails to so notify Tenant within
twenty (20) days of Landlords receipt of such notice whether Tenant shall be
required to remove the subject alterations or improvements at the expiration or
earlier termination of this Lease, it shall be assumed that Landlord shall
require the removal of the subject alterations or improvements.  7.REPAIR.  7.1         Landlord
shall have no obligation to alter, remodel, improve, repair, decorate or paint
the Premises, except as specified in Exhibit B and in Section 7.4
below, and except that Landlord shall repair and maintain the structural
portions of the Building, including the basic plumbing, air conditioning, life
safety, heating and electrical systems installed or furnished by Landlord. In
addition, Landlord shall also maintain the common areas of the Building and the
Building systems generally servicing the common areas of the Building
(including, without limitation, any heating, ventilating and air conditioning
units); provided, however, that the costs and expenses associated with the
foregoing shall be a part of Expenses and subject to the terms and conditions
of Article 4 of this Lease. It is hereby understood and agreed that no
representations respecting the condition of the Premises or the Building have
been made by Landlord to Tenant, except as specifically set forth in this
Lease. Landlord shall not be liable for any failure to make any repairs or to
perform any maintenance unless such failure shall persist for an unreasonable
time after written notice of the need of such repairs or maintenance is given
to Landlord by Tenant.  7.2         Tenant
shall, at its own cost and expense, keep and maintain all parts of the Premises
and such portion of the Building and improvements as are within the exclusive
control of Tenant and not otherwise expressly Landlords obligation pursuant to
Section 7.1 in good condition excepting damage by fire, or other casualty
or condemnation, promptly making all necessary repairs and replacements,
whether ordinary or extraordinary, with materials and workmanship of the same
character, kind and quality as the original (including, but not limited to, repair
and replacement of all fixtures installed by Tenant, water heaters serving the
Premises, windows, glass and plate glass, doors, skylights, any special office
entries, interior walls and finish work, floors and floor coverings, heating
and air conditioning systems serving the Premises, electrical systems and
fixtures, sprinkler systems, dock boards, truck doors, dock bumpers, plumbing
work and fixtures, and performance of regular removal of trash and debris).
Tenant as part of its obligations hereunder shall keep the Premises in a clean
and sanitary condition. Tenant shall use commercially reasonable efforts to
keep all such parts of the Premises from falling temporarily out of repair, and
upon termination of this Lease in any way Tenant will yield up the Premises to
Landlord in good condition and repair, loss by fire or other casualty or
condemnation excepted (but not excepting any damage to glass). Subject to Article 12
below, Tenant shall, at its own cost and expense, repair any damage to the
Premises or the Building resulting from and/or caused in whole or in part by
the negligence or misconduct of Tenant, its agents, employees, contractors,
invitees, or any other person entering upon the Premises as a result of
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7.3Except as provided in Article 22 or
otherwise expressly provided in this Lease, there shall be no abatement of rent
and no liability of Landlord by reason of any injury to or interference with
Tenants business arising from the making of any repairs, alterations or
improvements in or to any portion of the Building or the Premises or to
fixtures, appurtenances and equipment in the Building. Tenant hereby waives any
and all rights under and benefits of subsection 1 of Section 1932 and
Sections 1941 and 1942 of the California Civil Code, or any similar or
successor Regulations or other laws now or hereinafter in effect.  7.4Subject to the terms and conditions of this Section 7.4,
Landlord and Tenant acknowledge and agree that Landlord, at its sole cost and
expense (which shall not be included in Expenses), shall install similar and
new (and not refurbished) heating and air conditioning system and equipment to
service the Premises (collectively, the HVAC Unit) prior to the Commencement
Date. Upon completion of installation, the HVAC Unit shall be properly
functioning, including, without limitation, the associated thermostats located
within the Premises shall be operational. Prior to the Commencement Date,
Landlord shall ensure that the HVAC Unit will have sufficient capacity and be
tested and balanced to meet office building standards, as reasonably determined
by Landlord. Tenant shall cooperate with Landlord and its contractors and shall
provide reasonable access to Landlord and to its contractors to the Premises to
the extent necessary to perform all work and installation services to install
the HVAC Unit, as reasonably determined by Landlord. Tenant shall remove all
personal property, furniture, fixtures and equipment from the portion of the
Premises reasonably necessary to enable Landlord to perform the installation of
the HVAC Unit. Failure by Tenant to so remove such property and provide such
reasonable access to Landlord after receiving three (3) days prior written
notice from Landlord shall be deemed a delay by Tenant. The foregoing shall in
no event modify or otherwise alter Tenants responsibility to pay Monthly
Installment of Rent and Tenants Proportionate Share of Expenses and Taxes,
including, without limitation, its share of the costs and expenses associated
with repair and maintenance of any heating, ventilation and air conditioning
systems which serve the Building (including the HVAC Unit) and which are
included in Expenses. As of the date of this Lease, Landlord has entered into
and, subject to the terms hereof, shall maintain, a regularly scheduled
preventive maintenance/service contract with respect to the HVAC Unit servicing
the Premises and the Building. The cost of such contract and any service shall
be either reimbursed by Tenant as additional rent (if such contract and/or
service respects the Premises) or shall be included in Expenses (if such
contract and/or service respects the Building). Tenant shall, at Landlords
request at any time during the Term and at Tenants own cost and expense, enter
into a regularly scheduled preventive maintenance/service contract based on
market terms with a maintenance contractor reasonably approved by Landlord for
servicing all heating and air conditioning systems and equipment serving the
Premises (and a copy thereof shall be furnished to Landlord). In the event that
Landlord so requires Tenant to maintain a regularly scheduled preventive
maintenance/service contract, such contract must include all services
reasonably suggested by the equipment manufacturer in the operation/maintenance
manual and must become effective within thirty (30) days of the date Landlord
notifies Tenant of such requirement. Should Tenant fail to do so following such
requirement by Landlord, Landlord may, upon written notice to Tenant, maintain
the current service contract or enter into such a maintenance/ service contract
on behalf of Tenant or perform the work and in either case, charge Tenant the
cost thereof along with a reasonable percentage for Landlords overhead.  8.LIENS.Tenant shall keep the Premises, the Building
and appurtenant land and Tenants leasehold interest in the Premises free from
any liens arising out of any services, work or materials performed, furnished,
or contracted for by Tenant, or obligations incurred by Tenant. In the event
that Tenant fails, within ten (10) days following the imposition of any
such lien, to either cause the same to be released of record or provide
Landlord with insurance against the same issued by a major title insurance
company or such other protection against the same as Landlord shall accept
(such failure to constitute an Event of Default), Landlord shall have the right
to cause the same to be released by such means as it shall deem proper,
including payment of the claim giving rise to such lien. All such sums paid by
Landlord and all expenses incurred by it in connection therewith shall be
payable to it by Tenant within five (5) days of Landlords demand.  9.ASSIGNMENT AND SUBLETTING.  9.1Tenant shall not have the right to assign or
pledge this Lease or to sublet the whole or any part of the Premises whether
voluntarily or by operation of law, or permit the use or occupancy of the
Premises by anyone other than Tenant, and shall not make, suffer or permit such
assignment, subleasing or occupancy without the prior written consent of
Landlord, such consent not to be unreasonably withheld, conditioned or delayed
and said restrictions shall be binding upon any and all assignees of this Lease
and subtenants of the Premises. In the event Tenant desires to sublet, or
permit such occupancy of, the Premises, or any portion thereof, or assign this
Lease, Tenant shall give written notice thereof to Landlord at least thirty
(30) days but no more than one hundred twenty (120) days prior to the proposed
commencement date of such subletting or assignment, which notice shall set
forth the name of the proposed subtenant or assignee, the relevant terms of any
sublease or assignment and copies of financial reports and other relevant
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or
assignee and Landlord shall respond to Tenants request for such assignment or
subletting within ten (10) business days after receipt of Tenants written
notice.  9.2Notwithstanding any assignment or subletting,
permitted or otherwise, Tenant shall at all times remain directly, primarily
and fully responsible and liable for the payment of the rent specified in this
Lease and for compliance with all of its other obligations under the terms,
provisions and covenants of this Lease. Upon the occurrence of an Event of
Default, if the Premises or any part of them are then assigned or sublet,
Landlord, in addition to any other remedies provided in this Lease or provided
by law, may, at its option, collect directly from such assignee or subtenant
all rents due and becoming due to Tenant under such assignment or sublease and
apply such rent against any sums due to Landlord from Tenant under this Lease,
and no such collection shall be construed to constitute a novation or release
of Tenant from the further performance of Tenants obligations under this
Lease.  9.3In addition to Landlords right to approve of
any subtenant or assignee, Landlord shall have the option, in its sole
discretion, in the event of any proposed subletting or assignment, to terminate
this Lease, or in the case of a proposed subletting of less than the entire
Premises, to recapture the portion of the Premises to be sublet, as of the date
the subletting or assignment is to be effective. The option shall be exercised,
if at all, by Landlord giving Tenant written notice given by Landlord to Tenant
within thirty (30) days following Landlords receipt of Tenants written notice
as required above. However, if Tenant notifies Landlord, within five (5) days
after receipt of Landlords termination notice, that Tenant is rescinding its
proposed assignment or sublease, the termination notice shall be void and this
Lease shall continue in full force and effect. Notwithstanding the above, if
Landlord would be entitled to terminate this Lease with respect to all or any
portion of the Premises in connection with a proposed assignment or sublet,
Tenant, prior to entering into a sublet or assignment, shall have the right to
advise Landlord (the Prior Notice) of its intention to sublet the Premises or
assign this Lease. In the Prior Notice, Tenant shall describe whether Tenant
intends to assign its interest under the Lease or whether Tenant intends to
sublease all or a portion of the Premises (and the portion of the Premises
Tenant intends to sublease), and the expected effective date of the proposed
assignment or sublease. Landlord, by providing notice within forty-five (45)
days after receipt of the Prior Notice, shall have the right to terminate this
Lease, effective as of the effective date set forth in the Prior Notice, with
respect to the Premises, if Tenant intends to assign its interest under the
Lease, or with respect to the space that Tenant intends to sublet if Tenant
intends to sublease all or a portion of the Premises. If Landlord fails to
exercise its right to terminate within forty-five (45) days after the Prior
Notice, and if Tenant, within six (6) months after the expiration of the
45-day period, enters into the type of assignment or sublease described in its
Prior Notice with respect to the portion of the Premises described in the Prior
Notice, then Landlord shall not have the right to cancel and terminate this
Lease with respect to such portion of the Premises in connection with such
Transfer. If this Lease shall be terminated with respect to the entire Premises
pursuant to this Section, the Term of this Lease shall end on the date stated
in Tenants notice as the effective date of the sublease or assignment as if
that date had been originally fixed in this Lease for the expiration of the
Term. If Landlord recaptures under this Section only a portion of the
Premises, the rent to be paid from time to time during the unexpired Term shall
abate proportionately based on the proportion by which the approximate square
footage of the remaining portion of the Premises shall be less than that of the
Premises as of the date immediately prior to such recapture. Tenant shall, at
Tenants own cost and expense, discharge in full any outstanding commission
obligation which may be due and owing as a result of any proposed assignment or
subletting, whether or not the Premises are recaptured pursuant to this Section 9.3
and rented by Landlord to the proposed tenant or any other tenant.  9.4In the event that Tenant sells, sublets,
assigns or transfers this Lease (except in the case of a Permitted Transfer (as
defined below), Tenant shall pay to Landlord as additional rent an amount equal
to fifty percent (50%) of any Increased Rent (as defined below), less the Costs
Component (as defined below), when and as such Increased Rent is actually
received by Tenant. As used in this Section, Increased Rent shall mean the
excess of (i) all rent and other consideration which Tenant is entitled to
receive by reason of any sale, sublease, assignment or other transfer of this
Lease, over (ii) the rent otherwise payable by Tenant under this Lease at
such time. For purposes of the foregoing, any consideration received by Tenant
in form other than cash shall be valued at its fair market value as determined
by Landlord in good faith. The Costs Component is that amount which, if paid
monthly, would fully amortize on a straight-line basis, over the entire period
for which Tenant is to receive Increased Rent, the reasonable costs incurred by
Tenant for leasing commissions, legal fees and tenant improvements in
connection with such sublease, assignment or other transfer.  9.5Notwithstanding any other provision hereof, it
shall be considered reasonable for Landlord to withhold its consent to any
assignment of this Lease or sublease of any portion of the Premises if at the
time of either Tenants notice of the proposed assignment or sublease or the
proposed commencement date thereof, there shall exist any uncured default of
Tenant or matter which will become a default of Tenant with passage of time
unless cured, or if the proposed assignee or sublessee is an entity: (a) with
which Landlord is already in negotiation; (b) is already an occupant of
the Building unless Landlord is unable to provide the amount of space required
by such occupant; (c) is a governmental agency (unless there are  10/31/01 CA MTIN
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other
comparable government tenants then occupying space in the Building); (d) is
incompatible with the character of occupancy of the Building; (e) with
which the payment for the sublease or assignment is determined in whole or in
part based upon its net income or profits; or (f) would subject the
Premises to a use which would: (i) involve increased personnel or wear
upon the Building; (ii) violate any exclusive right granted to another
tenant of the Building (and Landlord shall use commercially reasonable efforts
to provide Tenant with notice of any such exclusive rights and as of the date
of this Lease, to the best of Landlords knowledge, there are no existing
exclusive rights granted at the Building); (iii) require any material
addition to or modification of the Premises or the Building in order to comply
with building code or other governmental requirements (unless Tenant agrees to
pay the cost thereof); or, (iv) involve a violation of Section 1.2.
Tenant expressly agrees that for the purposes of any statutory or other
requirement of reasonableness on the part of Landlord, Landlords refusal to
consent to any assignment or sublease for any of the reasons described in this Section 9.5,
shall be conclusively deemed to be reasonable.  9.6Upon any request to assign or sublet, Tenant
will pay to Landlord (a) the Assignment/Subletting Fee plus, (b) on
demand, a sum equal to all of Landlords costs, including reasonable attorneys
fees, incurred in investigating and considering any proposed or purported
assignment or pledge of this Lease or sublease of any of the Premises (the
Review Reimbursement), regardless of whether Landlord shall consent to,
refuse consent, or determine that Landlords consent is not required for, such
assignment, pledge or sublease. Except as otherwise expressly provided herein,
the Review Reimbursement shall not exceed $2,000.00 (the Cap). Any purported
sale, assignment, mortgage, transfer of this Lease or subletting which does not
comply with the provisions of this Article 9 shall be void. If: (a)Tenant
fails to execute Landlords standard form of consent (which is attached hereto
as Exhibit H) without any changes to this Lease, without material
changes to the consent and without material negotiation of the consent, and (b) Landlord
shall notify Tenant that the Review Reimbursement shall exceed the Cap as a
result of such changes and/or negotiation, and (c) Tenant elects to
proceed with such changes and/or negotiation, then the Cap shall not apply and
Tenant shall pay to Landlord the Assignment/Subletting Fee plus the Review
Reimbursement in full.  The foregoing
shall in no event be deemed to be a right of Tenant to rescind its written
notice to Landlord requesting consent to a transfer of this Lease or a sublease
of all or a portion of the Premises as provided in Section 9.1. In the
event that Tenant fails to notify Landlord of its election as provided in
subsection (c) above within three (3) business days following
Landlords notice to Tenant of the excess described in subsection (b) above,
then Tenant shall be deemed to have elected proceed with any such changes
and/or negotiation and the Cap shall not apply.  9.7If Tenant is a corporation, limited liability
company, partnership or trust, any transfer or transfers of or change or
changes within any twelve (12) month period in the number of the outstanding
voting shares of the corporation or limited liability company, the general
partnership interests in the partnership or the identity of the persons or
entities controlling the activities of such partnership or trust resulting in
the persons or entities owning or controlling a majority of such shares,
partnership interests or activities of such partnership or trust at the
beginning of such period no longer having such ownership or control shall be
regarded as equivalent to an assignment of this Lease to the persons or
entities acquiring such ownership or control (any of the foregoing shall be a
deemed transfer for purposes of this Section 9.7) and shall be subject
to all the provisions of this Article 9 to the same extent and for all
intents and purposes as though such an assignment. In the event of the
foregoing and so long as this Lease is not modified in any respect and there is
no modification of the rental obligations of the resulting Tenant following a
deemed transfer, there shall be no Increased Rent in connection with a deemed
transfer and Landlords right to terminate this Lease as provided in 9.3 shall
not apply to a deemed transfer. Notwithstanding anything to the contrary in
this Lease, the transfer of outstanding capital stock or other listed equity
interests, or the purchase of outstanding capital stock or other listed equity
interests, or the purchase of equity interests issued in an initial public
offering of stock, through the over-the-counter market or any recognized
national or international securities exchange shall not be included in
determining whether control has been transferred.  9.8So long as Tenant is not entering into the
Permitted Transfer (as defined below) for the purpose of avoiding or otherwise
circumventing the remaining terms of this Article 9, Tenant may assign its
entire interest under this Lease, or sublet all or any portion(s) of the
Premises, without the consent of Landlord, to (a) an affiliate,
subsidiary, or parent of Tenant, or a corporation, partnership or other legal
entity wholly owned by Tenant (collectively, an Affiliated Party), or (b) a
successor to Tenant by purchase, merger, consolidation or reorganization,
provided that all of the following conditions are satisfied (each such transfer
a Permitted Transfer and any such assignee or sublessee of a Permitted
Transfer, a Permitted Transferee): (i) Tenant is not in default under
this Lease beyond applicable notice and cure periods; (ii) the Permitted
Use does not allow the Premises to be used for retail purposes; (iii) Tenant
shall give Landlord written notice at least thirty (30) days prior to the
effective date of the proposed Permitted Transfer (provided that, if prohibited
by confidentiality in connection with a proposed purchase, merger,
consolidation or reorganization, then Tenant shall give written notice to
Landlord within thirty (30) days after the effective date of the proposed
purchase, merger, consolidation or reorganization); (iv) with respect to a
proposed Permitted Transfer to an Affiliated Party, Tenant continues to have a
net worth equal to or greater than Tenants net worth at the date of this
Lease; and (v) with respect to a purchase, merger, consolidation or  10/31/01 CA MTIN
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reorganization or any Permitted Transfer which results in Tenant ceasing
to exist as a separate legal entity, (A) Tenants successor shall own all
or substantially all of the assets of Tenant, and (B) Tenants successor
shall have a net worth which is at least equal to the greater of Tenants net
worth at the date of this Lease. Tenants notice to Landlord shall include
information and documentation showing that each of the above conditions has
been satisfied. If requested by Landlord, Tenants successor shall sign a
commercially reasonable form of assumption agreement. As used herein, (1) parent
shall mean a company which owns a majority of Tenants voting equity; (2) subsidiary
shall mean an entity wholly owned by Tenant or at least fifty-one percent (51%)
of whose voting equity is owned by Tenant; and (3) affiliate shall mean
an entity controlled, controlling or under common control with Tenant.  9.9Notwithstanding anything in this Article 9
or in the Lease to the contrary, and so long as Tenant shall not receive
profits in connection with the same, Tenant shall have the right to permit the
Premises to be used by employees of companies to which Tenant is providing
products or services, or with which Tenant is collaborating in the development
or provision of products or services without the prior consent of Landlord, or
independent contractors providing services to Tenant as part of Tenants normal
and customary business operations, provided that in no event shall the total
space used by such persons (referred to herein as the Permitted Users) exceed
fifteen percent (15%) of the rentable square footage of the Premises in the
aggregate and further provided that Tenant does not separately demise such
space and the Permitted Users utilize, in common with Tenant, one common
entryway to the Premises as well as certain shared central services, such as
reception, photocopying and the like. Tenant shall provide Landlord with the
name of each Permitted User at least ten (10) days prior to the date on
which such Permitted User(s) occupies a portion of the Premises; provided,
however, that, concurrently with Tenants execution of this Lease, Tenant shall
provide to Landlord a list of the Permitted Users which will occupy a portion
of the Premises as of the Commencement Date. In no event shall Tenant allow any
Permitted User to use the Premises for a purpose other than the permitted use
defined in Article 1 of the Lease or to otherwise use the Premises in
violation of any of the terms and conditions of this Lease or any of the Rule and
Regulations of the Building. A violation of any of the foregoing by any
Permitted User which is not cured within the applicable cure period shall be
considered to be an Event of Default by Tenant hereunder. In addition, Tenant
hereby agrees to indemnify Landlord for the acts and omissions of any Permitted
Users (including such Permitted Users agent, employees, contractors, customers
and invitees) in accordance with the terms and conditions of the Lease and to
cause any insurance to be maintained by Tenant under the Lease to be extended
to cover the acts and omissions of the Permitted Users (including such
Permitted Users agent, employees, contractors, customers and invitees) while
in the Building. In no event shall the occupancy of any portion of the Premises
by Permitted Users be deemed to create a landlord/tenant relationship between
Landlord and such Permitted Users, and, in all instances, Tenant shall be
considered the sole tenant under the Lease notwithstanding the occupancy of any
portion of the Premises by the Permitted Users. In the event that Tenant
desires to enter into a sublease for a walled off, separately demised portion
of the Premises with a Permitted User, Tenant shall provide Landlord with a
copy of such sublease for approval in accordance with the terms of this Lease.
The parties hereto acknowledge and agree Tenants desire to allow a Permitted
User to use a portion of the Premises in accordance with the terms and
conditions hereof is for purposes of cost sharing only and that Tenant does not
intend nor shall Tenant be entitled to any profit or excess rents in excess of
Monthly Installment of Rent paid to Tenant in connection with any Permitted
Users use of a portion of the Premises. Accordingly, Tenant hereby agrees that
the foregoing shall in no event affect Landlords right to participate in bonus
or excess rent as provided in Section 9.4 of this Lease. Notwithstanding
the foregoing, any such bonus or excess rent received by Tenant shall exclude
commercially reasonable reimbursements received by Tenant from a Permitted User
for shared use of the following: photocopy machines, telephone equipment
(including facsimile lines), office supplies, library usage, administrative
staff and other related items in connection with the Permitted Use of the
Premises. Tenant shall provide written itemization of such reimbursements
within fifteen (15) days following Landlords written request therefore.  10.INDEMNIFICATION. None of the Landlord Entities shall be liable
and Tenant hereby waives all claims against them for any damage to any property
or any injury to any person in or about the Premises or the Building by or from
any cause whatsoever (including without limiting the foregoing, rain or water
leakage of any character from the roof, windows, walls, basement, pipes,
plumbing works or appliances, the Building not being in good condition or
repair, gas, fire, oil, electricity or theft), except to the extent caused by
or arising from the active negligence or willful misconduct of Landlord or its
agents, employees or contractors. Except to the extent caused by the active
negligence or willful misconduct of Landlord and not covered by insurance
required of Tenant by the terms of this Lease, Tenant shall protect, indemnify
and hold the Landlord Entities harmless from and against any and all loss,
claims, liability or costs (including court costs and reasonable attorneys
fees) incurred by reason of (a) subject to Article 12, any damage to
any property (including but not limited to property of any Landlord Entity) or
any injury (including but not limited to death) to any person occurring in, on or
about the Premises or the Building to the extent that such injury or damage
shall be caused by or arise from any actual or alleged act, neglect, fault, or
omission by or of Tenant or any Tenant Entity to meet any standards imposed by
any duty with respect to the injury or damage; (b) the conduct or
management of any work or thing whatsoever done by the Tenant in or about the
Premises or from transactions of the Tenant concerning the Premises; (c) Tenants
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any
and all Regulations applicable to the condition or use of the Premises or its
occupancy; or (d) any breach or default on the part of Tenant in the
performance of any covenant or agreement on the part of the Tenant to be
performed pursuant to this Lease. Landlord shall protect, indemnify and hold
Tenant harmless from and against any and all loss, claims, liability or costs
(including court costs and attorneys fees) incurred by reason of any damage to
any property (including but not limited to property of Tenant) or any injury
(including but not limited to death) to any person occurring in, on or about
the Building to the extent that such injury or damage shall be caused by or
arise from the breach or default of this Lease by Landlord and/or by the active
negligence or willful misconduct of Landlord or any of Landlords agents or
employees and not covered by insurance required of Tenant by the terms of this
Lease. The provisions of this Article shall survive the termination of
this Lease with respect to any claims or liability accruing prior to such
termination.  11.INSURANCE.  11.1Tenant shall keep in force throughout the
Term: (a) a Commercial General Liability insurance policy or policies to
protect the Landlord Entities against any liability to the public or to any
invitee of Tenant or a Landlord Entity incidental to the use of or resulting
from any accident occurring in or upon the Premises with a limit of not less
than $1,000,000 per occurrence and not less than $2,000,000 in the annual
aggregate, or such larger amount as Landlord may prudently require from time to
time, covering bodily injury and property damage liability and $1,000,000
products/completed operations aggregate; (b) Business Auto Liability
covering owned, non-owned and hired vehicles with a limit of not less than
$1,000,000 per accident; (c) Workers Compensation Insurance with limits
as required by statute and Employers Liability with limits of $500,000 each
accident, $500,000 disease policy limit, $500,000 diseaseeach employee; (d) All
Risk or Special Form coverage protecting Tenant against loss of or damage
to Tenants alterations, additions, improvements, carpeting, floor coverings,
panelings, decorations, fixtures, inventory and other business personal
property situated in or about the Premises to the full replacement value of the
property so insured; and, (e) Business Interruption Insurance with limit
of liability representing loss of at least approximately six (6) months of
income.  11.2The aforesaid policies shall (a) be
provided at Tenants expense; (b) name the Landlord Entities as additional
insureds (General Liability) and loss payee (PropertySpecial Form); (c) be
issued by an insurance company with a minimum Bests rating of A-:VII during
the Term; and (d) provide that said insurance shall not be canceled unless
thirty (30) days prior written notice (ten days for non-payment of premium)
shall have been given to Landlord; a certificate of Liability insurance on
ACORD Form 25 and a certificate of Property insurance on ACORD Form 28
shall be delivered to Landlord by Tenant upon the Commencement Date and at
least thirty (30) days prior to each renewal of said insurance.  11.3Whenever Tenant shall undertake any
alterations, additions or improvements in, to or about the Premises (Work)
the aforesaid insurance protection must extend to and include injuries to
persons and damage to property arising in connection with such Work, without
limitation including liability under any applicable structural work act, and
such other insurance as Landlord shall reasonably require; and the policies of
or certificates evidencing such insurance must be delivered to Landlord prior
to the commencement of any such Work.  11.4Landlord shall keep in force throughout the
Term Commercial General Liability Insurance and All Risk or Special Form coverage
insuring the Landlord and the Building, in such amounts and with such
deductibles as Landlord determines from time to time in accordance with sound
and reasonable risk management principles. The cost of all such insurance is
included in Expenses.  12.WAIVER OF SUBROGATION.So long as their respective insurers so
permit, Tenant and Landlord hereby mutually waive their respective rights of
recovery against each other for any loss insured (or required to be insured
pursuant to this Lease) by fire, extended coverage, All Risks or other
insurance now or hereafter existing for the benefit of the respective party but
only to the extent of the net insurance proceeds payable under such policies.
Each party shall obtain any special endorsements required by their insurer to
evidence compliance with the aforementioned waiver.  13.SERVICES AND UTILITIES.Tenant shall pay for all water, gas, heat,
light, power, telephone, sewer, sprinkler system charges and other utilities
and services used on or from the Premises, together with any taxes, penalties,
and surcharges or the like pertaining thereto and any maintenance charges for
utilities. Tenant shall furnish all electric light bulbs, tubes and ballasts,
battery packs for emergency lighting and fire extinguishers. If any such
services are not separately metered to Tenant, Tenant shall pay such proportion
of all actual charges jointly metered with other premises as reasonably
determined by Landlord without any mark-up or other increase by Landlord. Any
such charges paid by Landlord and assessed against Tenant shall be immediately
payable to Landlord on demand and shall be additional rent hereunder. Tenant
will not, without the written consent of Landlord, contract with a utility
provider to service the Premises with any utility, including, but not limited
to, telecommunications, electricity, water, sewer or gas, which is not
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service
to other tenants in the Building. Landlord shall in no event be liable for any
interruption or failure of utility services on or to the Premises. Tenant shall
have access to the Building for Tenant and its employees twenty-four (24) hours
per day, seven (7) days per week, subject to the terms of this Lease and
such security or monitoring systems as Landlord may reasonably impose,
including, without limitation, sign-in procedures and/or presentation of
identification cards to the extent applicable.  14.HOLDING OVER.Tenant shall pay Landlord for each day Tenant
retains possession of the Premises or part of them after termination of this
Lease by lapse of time or otherwise at the rate (Holdover Rate) which shall
be One Hundred Fifty Percent (150%) of the amount of the Annual Rent for the
last period prior to the date of such termination plus all Tenants Proportionate
Share of Expenses and Taxes under Article 4 prorated on a daily basis. If
Landlord gives notice to Tenant of Landlords election to such effect, such
holding over shall constitute renewal of this Lease for a period from month to
month or one (1) year, whichever shall be specified in such notice, in
either case at the Holdover Rate, but if the Landlord does not so elect, no
such renewal shall result notwithstanding acceptance by Landlord of any sums
due hereunder after such termination; and instead, a tenancy at sufferance at
the Holdover Rate shall be deemed to have been created. In addition to the
payment of the amounts provided above, if Tenant fails to vacate the Premises
within fifteen (15) days after Landlord notifies Tenant that Landlord has
entered into a lease for the Premises or has received a bona fide offer to
lease the Premises, and that Landlord will be unable to deliver possession, or
perform improvements, due to Tenants holdover, then Tenant shall be liable to
Landlord for all damages that Landlord suffers from the holdover. In any event,
no provision of this Article 4 shall be deemed to waive Landlords right
of reentry or any other right under this Lease or at law.  15.SUBORDINATION.Without the necessity of any additional document
being executed by Tenant for the purpose of effecting a subordination, this
Lease shall be subject and subordinate at all times to ground or underlying
leases and to the lien of any mortgages or deeds of trust now or hereafter
placed on, against or affecting the Building, Landlords interest or estate in
the Building, or any ground or underlying lease; provided, however, that if the
lessor, mortgagee, trustee, or holder of any such mortgage or deed of trust
elects to have Tenants interest in this Lease be superior to any such
instrument, then, by notice to Tenant, this Lease shall be deemed superior,
whether this Lease was executed before or after said instrument.
Notwithstanding the foregoing, Tenant covenants and agrees to execute and
deliver within ten (10) business days of Landlords request such further
commercially reasonable instruments evidencing such subordination or
superiority of this Lease as may be required by Landlord. Notwithstanding the
foregoing, upon written request by Tenant, Landlord will use reasonable efforts
to obtain a non-disturbance, subordination and attornment agreement from
Landlords then current mortgagee on such mortgagees then current standard
form of agreement. Reasonable efforts of Landlord shall not require Landlord
to incur any cost, expense or liability to obtain such agreement, it being
agreed that Tenant shall be responsible for any fee or review costs charged by
the mortgagee. Upon request of Landlord, Tenant will execute the mortgagees
form of non-disturbance, subordination and attornment agreement and return the
same to Landlord for execution by the mortgagee. Landlords failure to obtain a
non-disturbance, subordination and attornment agreement for Tenant shall have
no effect on the rights, obligations and liabilities of Landlord and Tenant or
be considered to be a default by Landlord hereunder.  Notwithstanding
the foregoing in this Article to the contrary, as a condition precedent to
the future subordination of this Lease to a future mortgage, deed of trust or
ground or underlying lessor, Landlord shall be required to provide Tenant with
a non-disturbance, subordination, and attornment agreement in favor of Tenant
from any mortgagee, beneficiary or ground or underlying lessor who comes into
existence after the Commencement Date. Such non-disturbance, subordination, and
attornment agreement in favor of Tenant shall provide that, so long as Tenant
is paying the rent due under the Lease and is not otherwise in default under
the Lease beyond any applicable cure period, its right to possession and the
other terms of the Lease shall remain in full force and effect. Such
non-disturbance, subordination, and attornment agreement may include other
commercially reasonable provisions in favor of the mortgagee, beneficiary or
ground or underlying lessor, including, without limitation, additional time on
behalf of the mortgagee, beneficiary or ground or underlying lessor to cure
defaults of the Landlord and provide that (a) neither mortgagee,
beneficiary or ground or underlying lessor nor any successor-in-interest
thereto shall be bound by (i) any payment of the monthly Installment of
Rent, additional rent, or other sum due under this Lease for more than 1 month
in advance or (ii) any amendment or modification of the Lease made without
the express written consent of mortgagee, beneficiary or ground or underlying
lessor or any successor-in-interest thereto; (b) neither mortgagee,
beneficiary, ground or underlying lessor nor any successor-in-interest thereto
will be liable for (i) any act or omission or warranties of any prior
landlord (including Landlord), (ii) the breach of any warranties or
obligations relating to construction of improvements on the property upon which
the Building is located or any tenant finish work performed or to have been
performed by any prior landlord (including Landlord), or (iii) the return
of any security deposit, except to the extent such deposits have been received
by mortgagee, beneficiary or ground or underlying lessor, as the case may be;
and (c) neither mortgagee, beneficiary or ground or underlying lessor nor
any successor-in-interest thereto shall be subject to any offsets or defenses
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Within
thirty (30) days following Tenants execution of this Lease, Tenant shall
execute a non-disturbance, subordination and attornment agreement with the
current lender with an interest encumbering the Building (Lender) which
agreement shall be substantially in accordance with Exhibit G
attached hereto (the SNDA) and return the same to Landlord for execution by
Lender. Landlord shall provide to Tenant, or cause Lender to provide to Tenant,
a fully executed SNDA within sixty (60) days following the date Tenant delivers
to Landlord the SNDA executed by Tenant. In the event that Tenant desires to
modify or otherwise negotiate the form of SNDA, Tenant shall be liable for all
costs and expenses associated therewith.  16.RULES AND REGULATIONS.Tenant shall faithfully observe and comply
with all the rules and regulations as set forth in Exhibit D
to this Lease and all reasonable and non-discriminatory modifications of and
additions to them from time to time put into effect by Landlord. The rules and
regulations shall be generally applicable, and generally applied in a
non-discriminatory manner to all tenants of the Building; however Landlord
shall not be responsible to Tenant for the non-performance by any other tenant
or occupant of the Building of any such rules and regulations.  17.REENTRY BY LANDLORD.  17.1Landlord reserves and shall at all times have
the right to re-enter the Premises to inspect the same, to supply janitor
service and any other service to be provided by Landlord to Tenant under this
Lease, to show said Premises to prospective purchasers, mortgagees or tenants,
and to alter, improve or repair the Premises and any portion of the Building,
without abatement of rent, and may for that purpose erect, use and maintain
scaffolding, pipes, conduits and other necessary structures and open any wall,
ceiling or floor in and through the Building and Premises where reasonably
required by the character of the work to be performed, provided entrance to the
Premises shall not be blocked thereby, and further provided that the business
of Tenant shall not be interfered with unreasonably. Landlord agrees that
except in the event (a) Tenant is in monetary or material non-monetary
default beyond any applicable notice and cure periods under the Lease, which
may result in a termination of the Lease, (b) Landlord and Tenant are
negotiating for or have agreed to an early termination of the Lease, or (c) Landlord
and Tenant otherwise mutually agree to the contrary, Landlord shall not show
the Premises to prospective tenants except during the last nine (9) months
of the Term of the Lease. Notwithstanding the foregoing, except (i) to the
extent requested by Tenant, (ii) in connection with scheduled maintenance
programs, and/or (iii) in the event of an emergency, Landlord shall
provide to Tenant reasonable prior notice (either written or oral) before
Landlord enters the Premises to perform any repairs therein and shall use
reasonable efforts to exercise such entry rights accompanied by a
representative of Tenant, provided that such a representative is made available
to Landlord at the time that Landlord requires entry to the Premises. Landlord
shall have the right at any time to change the arrangement and/or locations of
entrances, or passageways, doors and doorways, and corridors, windows,
elevators, stairs, toilets or other public parts of the Building and to change
the name, number or designation by which the Building is commonly known;
provided, however, such modifications shall not interfere with Tenants use of
or access to the Premises. In the event that Landlord damages any portion of
any wall or wall covering, ceiling, or floor or floor covering within the
Premises, Landlord shall repair or replace the damaged portion to match the
original as nearly as commercially reasonable but shall not be required to
repair or replace more than the portion actually damaged. Subject to the last
sentence of this Section 17.1, Tenant hereby waives any claim for damages
for any injury or inconvenience to or interference with Tenants business, any
loss of occupancy or quiet enjoyment of the Premises, and any other loss
occasioned by any action of Landlord authorized by this Article 17.
Notwithstanding the foregoing, except in emergency situations, as determined by
Landlord, Landlord shall exercise reasonable efforts to perform any entry into
the Premises in a manner that is reasonably designed to minimize interference
with the operation of Tenants business in the Premises.  17.2For each of the aforesaid purposes, Landlord
shall at all times have and retain a key with which to unlock all of the doors
in the Premises, excluding Tenants vaults and safes or special security areas
(designated in advance), and Landlord shall have the right to use any and all
means which Landlord may deem proper to open said doors in an emergency to
obtain entry to any portion of the Premises. As to any portion to which access
cannot be had by means of a key or keys in Landlords possession, Landlord is
authorized to gain access by such means as Landlord shall elect and the cost of
repairing any damage occurring in doing so shall be borne by Tenant and paid to
Landlord within five (5) days of Landlords demand.  18.DEFAULT.  18.1Except as otherwise provided in Article 20, the following events
shall be deemed to be Events of Default under this Lease:  18.1.1Tenant shall fail to pay when due any sum of money becoming due to be
paid to Landlord under this Lease, whether such sum be any installment of the
rent reserved by this Lease, any other amount treated as additional  10/31/01 CA MTIN
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rent
under this Lease, or any other payment or reimbursement to Landlord required by
this Lease, whether or not treated as additional rent under this Lease, and
such failure shall continue for a period of five (5) days after written
notice that such payment was not made when due, but if any such notice shall be
given, for the twelve (12) month period commencing with the date of such
notice, the failure to pay within five (5) days after due any additional
sum of money becoming due to be paid to Landlord under this Lease during such
period shall be an Event of Default, without notice.  18.1.2Tenant shall fail to comply with any term, provision or covenant of this
Lease which is not provided for in another Section of this Article and
shall not cure such failure within thirty (30) days (forthwith, if the failure
involves a hazardous condition) after written notice of such failure to Tenant
provided, however, that such failure shall not be an event of default if such
failure could not reasonably be cured during such thirty (30) day period,
Tenant has commenced the cure within such thirty (30) day period and thereafter
is diligently pursuing such cure to completion, but the total aggregate cure
period shall not exceed ninety (90) days.  18.1.3Tenant shall fail to vacate the Premises immediately upon termination of
this Lease, by lapse of time or otherwise, or upon termination of Tenants
right to possession only.  18.1.4Tenant shall become insolvent, admit in writing its inability to pay its
debts generally as they become due, file a petition in bankruptcy or a petition
to take advantage of any insolvency statute, make an assignment for the benefit
of creditors, make a transfer in fraud of creditors, apply for or consent to
the appointment of a receiver of itself or of the whole or any substantial part
of its property, or file a petition or answer seeking reorganization or
arrangement under the federal bankruptcy laws, as now in effect or hereafter
amended, or any other applicable law or statute of the United States or any
state thereof.  18.1.5A court of competent jurisdiction shall enter an order, judgment or
decree adjudicating Tenant bankrupt, or appointing a receiver of Tenant, or of
the whole or any substantial part of its property, without the consent of
Tenant, or approving a petition filed against Tenant seeking reorganization or
arrangement of Tenant under the bankruptcy laws of the United States, as now in
effect or hereafter amended, or any state thereof, and such order, judgment or
decree shall not be vacated or set aside or stayed within sixty (60) days from
the date of entry thereof.  19.REMEDIES.  19.1Upon the occurrence of any Event or Events of Default under this Lease,
whether enumerated in Article 18 or not, Landlord shall have the option to
pursue any one or more of the following remedies without any notice (except as
expressly prescribed herein) or demand whatsoever (and without limiting the
generality of the foregoing, Tenant hereby specifically waives notice and
demand for payment of rent or other obligations and waives any and all other
notices or demand requirements imposed by applicable law):  19.1.1Terminate this Lease and Tenants right to possession of the Premises
and recover from Tenant an award of damages equal to the sum of the following:  19.1.1.1The Worth at the Time of Award of the unpaid
rent which had been earned at the time of termination;  19.1.1.2The 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 rent loss that Tenant
affirmatively proves could have been reasonably avoided;  19.1.1.3The Worth at the Time of Award of the amount
by which the unpaid rent for the balance of the Term after the time of award
exceeds the amount of such rent loss that Tenant affirmatively proves could be
reasonably avoided;  19.1.1.4Any other amount necessary to compensate
Landlord for all the detriment either proximately caused by Tenants failure to
perform Tenants obligations under this Lease or which in the ordinary course
of things would be likely to result therefrom; and  19.1.1.5All such other amounts in addition to or in
lieu of the foregoing as may be permitted from time to time under applicable
law.  10/31/01 CA MTIN
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The
Worth at the Time of Award of the amounts referred to in parts 19.1.1.1 and
19.1.1.2 above, shall be computed by allowing interest at the lesser of a per
annum rate equal to: (i) the greatest per annum rate of interest permitted
from time to time under applicable law, or (ii) the Prime Rate plus 5%.
For purposes hereof, the Prime Rate shall be the per annum interest rate
publicly announced as its prime or base rate by a federally insured bank
selected by Landlord in the State of California. The Worth at the Time of
Award of the amount referred to in part 19.1.1.3, above, shall be computed by
discounting such amount at the discount rate of the Federal Reserve Bank of San
Francisco at the time of award plus 1%;  19.1.2Employ the remedy described in California Civil Code § 1951.4 (Landlord
may continue this Lease in effect after Tenants breach and abandonment and
recover rent as it becomes due, if Tenant has the right to sublet or assign,
subject only to reasonable limitations); or  19.1.3Notwithstanding Landlords exercise of the remedy described in
California Civil Code § 1951.4 in respect of an Event or Events of Default, at
such time thereafter as Landlord may elect in writing, to terminate this Lease
and Tenants right to possession of the Premises and recover an award of
damages as provided above in Section 19.1.1.  19.2The subsequent acceptance of rent hereunder by
Landlord shall not be deemed to be a waiver of any preceding breach by Tenant
of any term, covenant or condition of this Lease, other than the failure of
Tenant to pay the particular rent so accepted, regardless of Landlords
knowledge of such preceding breach at the time of acceptance of such rent. No
waiver by Landlord of any breach hereof shall be effective unless such waiver is
in writing and signed by Landlord.  19.3TENANT HEREBY WAIVES ANY AND
ALL RIGHTS CONFERRED BY SECTION 3275 OF THE CIVIL CODE OF CALIFORNIA AND
BY SECTIONS 1174 (c) AND 1179 OF THE CODE OF CIVIL PROCEDURE OF CALIFORNIA
AND ANY AND ALL OTHER REGULATIONS AND RULES OF LAW FROM TIME TO TIME IN EFFECT
DURING THE TERM PROVIDING THAT TENANT SHALL HAVE ANY RIGHT TO REDEEM, REINSTATE
OR RESTORE THIS LEASE FOLLOWING ITS TERMINATION BY REASON OF TENANTS BREACH.
LANDLORD AND TENANT EACH HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW,
THE RIGHT TO TRIAL BY JURY IN ANY LITIGATION ARISING OUT OF OR RELATING TO THIS
LEASE.  19.4No right or remedy herein conferred upon or
reserved to Landlord is intended to be exclusive of any other right or remedy,
and each and every right and remedy shall be cumulative and in addition to any
other right or remedy given hereunder or now or hereafter existing by
agreement, applicable law or in equity. In addition to other remedies provided
in this Lease, Landlord shall be entitled, to the extent permitted by
applicable law, to injunctive relief, or to a decree compelling performance of
any of the covenants, agreements, conditions or provisions of this Lease, or to
any other remedy allowed to Landlord at law or in equity. Forbearance by Landlord
to enforce one or more of the remedies herein provided upon an Event of Default
shall not be deemed or construed to constitute a waiver of such Event of
Default.  19.5This Article 19 shall be enforceable to
the maximum extent such enforcement is not prohibited by applicable law, and
the unenforceability of any portion thereof shall not thereby render
unenforceable any other portion..  19.6If more than two (2) Events of Default
occur during the Term or any renewal thereof, Tenants renewal options,
expansion options, purchase options and rights of first offer and/or refusal,
if any are provided for in this Lease, shall be null and void.  19.7If, on account of any breach or default by
Tenant in Tenants obligations under the terms and conditions of this Lease, it
shall become necessary or appropriate for Landlord to employ or consult with an
attorney or collection agency concerning or to enforce or defend any of
Landlords rights or remedies arising under this Lease or to collect any sums
due from Tenant, Tenant agrees to pay all costs and fees so incurred by
Landlord, including, without limitation, reasonable attorneys fees and costs. TENANT EXPRESSLY WAIVES ANY RIGHT TO: (A) TRIAL
BY JURY; AND (B) SERVICE OF ANY NOTICE REQUIRED BY ANY PRESENT OR FUTURE
LAW OR ORDINANCE APPLICABLE TO LANDLORDS OR TENANTS BUT NOT REQUIRED BY THE
TERMS OF THIS LEASE.If either party participates in an action
against the other party arising out of or in connection with this Lease or any
covenants or obligations hereunder, then the prevailing party shall be entitled
to have or recover from the other party, upon demand, all reasonable attorneys
fees, costs and expenses, including, without limitation, court costs, filing
fees, recording costs, and all other costs and expenses incurred in connection
therewith.  19.8Upon the occurrence of an Event of Default,
Landlord may (but shall not be obligated to) cure such default at Tenants sole
expense. Without limiting the generality of the foregoing, Landlord may, at
Landlords option, enter into  10/31/01 CA MTIN
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and
upon the Premises if Landlord determines in its reasonable discretion that
Tenant is not acting within a commercially reasonable time to maintain, repair
or replace anything for which Tenant is responsible under this Lease or to
otherwise effect compliance with its obligations under this Lease and correct
the same, without being deemed in any manner guilty of trespass, eviction or
forcible entry and detainer and without incurring any liability for any damage
or interruption of Tenants business resulting therefrom and Tenant agrees to
reimburse Landlord within five (5) days of Landlords demand as additional
rent, for any expenses which Landlord may incur in thus effecting compliance
with Tenants obligations under this Lease, plus interest from the date of
expenditure by Landlord at the Wall Street Journal prime rate.  20.TENANTS BANKRUPTCY OR
INSOLVENCY.  20.1If at any time and for so long as Tenant shall be subjected to the
provisions of the United States Bankruptcy Code or other law of the United
States or any state thereof for the protection of debtors as in effect at such
time (each a Debtors Law):  20.1.1Tenant, Tenant as debtor-in-possession, and any trustee or receiver of
Tenants assets (each a Tenants Representative) shall have no greater right
to assume or assign this Lease or any interest in this Lease, or to sublease
any of the Premises than accorded to Tenant in Article 9, except to the
extent Landlord shall be required to permit such assumption, assignment or
sublease by the provisions of such Debtors Law. Without limitation of the
generality of the foregoing, any right of any Tenants Representative to assume
or assign this Lease or to sublease any of the Premises shall be subject to the
conditions that:  20.1.1.1Such Debtors Law shall provide to Tenants
Representative a right of assumption of this Lease which Tenants
Representative shall have timely exercised and Tenants Representative shall
have fully cured any default of Tenant under this Lease.  20.1.1.2Tenants Representative or the proposed
assignee, as the case shall be, shall have deposited with Landlord as security
for the timely payment of rent an amount equal to the larger of: (a) three
(3) months rent and other monetary charges accruing under this Lease; and
(b) any sum specified in Article 5; and shall have provided Landlord
with adequate other assurance of the future performance of the obligations of
the Tenant under this Lease. Without limitation, such assurances shall include,
at least, in the case of assumption of this Lease, demonstration to the
satisfaction of the Landlord that Tenants Representative has and will continue
to have sufficient unencumbered assets after the payment of all secured
obligations and administrative expenses to assure Landlord that Tenants
Representative will have sufficient funds to fulfill the obligations of Tenant
under this Lease; and, in the case of assignment, submission of current
financial statements of the proposed assignee, audited by an independent
certified public accountant reasonably acceptable to Landlord and showing a net
worth and working capital in amounts determined by Landlord to be sufficient to
assure the future performance by such assignee of all of the Tenants
obligations under this Lease.  20.1.1.3The assumption or any contemplated assignment
of this Lease or subleasing any part of the Premises, as shall be the case,
will not breach any provision in any other lease, mortgage, financing agreement
or other agreement by which Landlord is bound.  20.1.1.4Landlord shall have, or would have had absent
the Debtors Law, no right under Article 9 to refuse consent to the
proposed assignment or sublease by reason of the identity or nature of the
proposed assignee or sublessee or the proposed use of the Premises concerned.  21.QUIET ENJOYMENT.Landlord represents and warrants that it has
full right and authority to enter into this Lease and that Tenant, while paying
the rental and performing its other covenants and agreements contained in this
Lease, shall peaceably and quietly have, hold and enjoy the Premises for the
Term without hindrance or molestation from Landlord, or any person validly
claiming by or through Landlord, subject to the terms and provisions of this
Lease. Landlord shall not be liable for any interference or disturbance by
other tenants or third persons not validly claiming by or through Landlord, nor
shall Tenant be released from any of the obligations of this Lease because of
such interference or disturbance.  22.CASUALTY.  22.1In the event the Premises or the Building are damaged by fire or other
cause and in Landlords reasonable estimation such damage can be materially
restored within two hundred thirty (230) days following the date of the
casualty, Landlord shall forthwith repair the same and this Lease shall remain
in full force and effect, except that Tenant shall be entitled to a
proportionate abatement in rent from the date of such damage. Such abatement of
rent shall be made pro rata in  10/31/01 CA MTIN
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accordance
with the extent to which the damage and the making of such repairs shall
interfere with the use and occupancy by Tenant of the Premises from time to
time. Within forty-five (45) days from the date of such damage, Landlord shall
notify Tenant, in writing, of Landlords reasonable estimation of the length of
time within which material restoration can be made, and Landlords
determination shall be binding on Tenant. For purposes of this Lease, the
Building or Premises shall be deemed materially restored if they are in such
condition as would not prevent or materially interfere with Tenants use of the
Premises for the purpose for which it was being used immediately before such
damage.  22.2If such repairs cannot, in Landlords
reasonable estimation, be made within two hundred thirty (230) days following
the date of the casualty, Landlord and Tenant shall each have the option of
giving the other, at any time within sixty (60) days after Landlords notice of
estimated restoration time, notice terminating this Lease as of the date of
such damage. In the event of the giving of such notice, this Lease shall expire
and all interest of the Tenant in the Premises shall terminate as of the date
of such damage as if such date had been originally fixed in this Lease for the
expiration of the Term. In the event that neither Landlord nor Tenant exercises
its option to terminate this Lease, then Landlord shall repair or restore such
damage, this Lease continuing in full force and effect, and the rent hereunder
shall be proportionately abated as provided in Section 22.1.  22.3Landlord shall not be required to repair or
replace any damage or loss by or from fire or other cause to any panelings,
decorations, partitions, additions, railings, ceilings, floor coverings, office
fixtures or any other property or improvements installed on the Premises by, or
belonging to, Tenant. Any insurance which may be carried by Landlord or Tenant
against loss or damage to the Building or Premises shall be for the sole
benefit of the party carrying such insurance and under its sole control.  22.4In the event that Landlord should fail to
complete such repairs and material restoration within sixty (60) days after the
date estimated by Landlord therefor as extended by this Section 22.4,
Tenant may at its option and as its sole remedy terminate this Lease by
delivering written notice to Landlord, within fifteen (15) days after the
expiration of said period of time, whereupon this Lease shall end on the date
of such notice or such later date fixed in such notice as if the date of such
notice was the date originally fixed in this Lease for the expiration of the
Term; provided, however, that if construction is delayed because of changes,
deletions or additions in construction requested by Tenant, strikes, lockouts,
casualties, Acts of God, war, material or labor shortages, government
regulation or control or other causes beyond the reasonable control of
Landlord, the period for restoration, repair or rebuilding shall be extended
for the reasonable amount of time Landlord is so delayed.  22.5Notwithstanding anything to the contrary
contained in this Article: (a) Landlord shall not have any obligation
whatsoever to repair, reconstruct, or restore the Premises when the damages
resulting from any casualty covered by the provisions of this Article 22
occur during the last twelve (12) months of the Term or any extension thereof,
but if Landlord determines not to repair such damages Landlord shall notify
Tenant and if such damages shall render any material portion of the Premises
untenantable Tenant shall have the right to terminate this Lease by notice to
Landlord within fifteen (15) days after receipt of Landlords notice; and (b) in
the event the holder of any indebtedness secured by a mortgage or deed of trust
covering the Premises or Building requires that any insurance proceeds be
applied to such indebtedness, then Landlord shall have the right to terminate
this Lease by delivering written notice of termination to Tenant within fifteen
(15) days after such requirement is made by any such holder, whereupon this
Lease shall end on the date of such damage as if the date of such damage were
the date originally fixed in this Lease for the expiration of the Term.
Notwithstanding the foregoing, Landlord will not be entitled to terminate this
Lease solely because the casualty occurs during the last twelve (12) months of
the then current Term if Tenant has an exercisable right to renew or extend the
Term pursuant to Article 39 of this Lease, and Tenant, within ten (10) days
after receipt of Landlords notice of termination, validly exercises such
right. The foregoing shall not prohibit Landlord from exercising its right to
terminate for any of the other reasons set forth herein. In addition to
Landlords and Tenants right to terminate as provided herein, Tenant shall have
the right to terminate this Lease if: (i) a material portion of the
Premises is rendered untenantable by fire or other casualty and Landlords
completion estimate described in Section 22.1 provides that such damage
cannot reasonably be repaired (as determined by Landlord) within sixty (60)
days after Landlords receipt of all required permits to restore the Premises; (ii) there
is less than one (1) year of the Term remaining on the date of such
casualty; (iii) the casualty was not caused by the negligence or willful
misconduct of Tenant or any Tenant Entities; and (iii) Tenant provides
Landlord with written notice of its intent to terminate within thirty (30) days
after the date of Landlords completion estimate.  22.6In the event of any damage or destruction to
the Building or Premises by any peril covered by the provisions of this Article 22,
it shall be Tenants responsibility to properly secure the Premises and upon
notice from Landlord to remove forthwith, at its sole cost and expense, such
portion of all of the property belonging to Tenant or its licensees from such
portion or all of the Building or Premises as Landlord shall request.  10/31/01 CA MTIN
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22.7Tenant hereby waives any and all rights under and benefits of Sections
1932(2) and 1933(4) of the California Civil Code, or any similar or
successor Regulations or other laws now or hereinafter in effect.  23.EMINENT DOMAIN.If all or any substantial part of the Premises
shall be taken or appropriated by any public or quasi-public authority under
the power of eminent domain, or conveyance in lieu of such appropriation,
either party to this Lease shall have the right, at its option, of giving the
other, at any time within thirty (30) days after such taking, notice
terminating this Lease, except that Tenant may only terminate this Lease by
reason of taking or appropriation, if such taking or appropriation shall be so
substantial as to materially interfere with Tenants use and occupancy of the
Premises. If neither party to this Lease shall so elect to terminate this
Lease, the Monthly Installments of Rent and Tenants Proportionate Share of
Expenses and Taxes thereafter to be paid shall be proportionately adjusted on a
fair and equitable basis under the circumstances. Tenants obligation to pay
Monthly Installment of Rent and Tenants Proportionate Share of Expenses and
Taxes will abate on a proportionate basis with respect to that portion of the
Premises remaining after the taking or appropriation that Tenant is unable to
use during Landlords restoration for the period of time that Tenant is unable
to use such portion of the Premises. In addition to the rights of Landlord
above, if any substantial part of the Building shall be taken or appropriated
by any public or quasi-public authority under the power of eminent domain or
conveyance in lieu thereof, and regardless of whether the Premises or any part
thereof are so taken or appropriated, Landlord shall have the right, at its
sole option, to terminate this Lease. Landlord shall be entitled to any and all
income, rent, award, or any interest whatsoever in or upon any such sum, which
may be paid or made in connection with any such public or quasi-public use or
purpose, and Tenant hereby assigns to Landlord any interest it may have in or
claim to all or any part of such sums, other than any separate award which may
be made with respect to Tenants trade fixtures, loss of profits and goodwill,
and moving expenses; Tenant shall make no claim for the value of any unexpired
Term. Tenant hereby waives any and all rights under and benefits of Section 1265.130
of the California Code of Civil Procedure, or any similar or successor
Regulations or other laws now or hereinafter in effect.  24.SALE BY LANDLORD.In event of a sale or conveyance by Landlord
of the Building, the same shall operate to release Landlord from any future
liability upon any of the covenants or conditions, expressed or implied,
contained in this Lease in favor of Tenant, and in such event Tenant agrees to
look solely to the responsibility of the successor in interest of Landlord in
and to this Lease, provided that, any successor pursuant to a voluntary,
third-party transfer (but not as part of an involuntary transfer resulting from
a foreclosure or deed in lieu thereof) shall have assumed Landlords
obligations under this Lease either by contractual obligation, assumption
agreement or by operation of law, and further provided that Landlord and its
successors, as the case may be, shall remain liable after their respective
periods of ownership with respect to any sums due in connection with a breach
or default by such party that arose during such period of ownership by such
party. Except as set forth in this Article 24, this Lease shall not be
affected by any such sale and Tenant agrees to attorn to the purchaser or
assignee. If any security has been given by Tenant to secure the faithful
performance of any of the covenants of this Lease, Landlord may transfer or
deliver said security, as such, to Landlords successor in interest and
thereupon Landlord shall be discharged from any further liability with regard
to said security.  25.ESTOPPEL CERTIFICATES.Within ten (10) business days following
any written request which Landlord may make from time to time, Tenant shall
execute and deliver to Landlord or mortgagee or prospective mortgagee a sworn
statement certifying: (a) the date of commencement of this Lease; (b) the
fact that this Lease is unmodified and in full force and effect (or, if there
have been modifications to this Lease, that this Lease is in full force and
effect, as modified, and stating the date and nature of such modifications); (c) the
date to which the rent and other sums payable under this Lease have been paid; (d) the
fact that to Tenants actual knowledge, after due investigation, there are no
current defaults under this Lease by either Landlord or Tenant except as
specified in Tenants statement; and (e) such other factual matters as may
be reasonably requested by Landlord. Landlord and Tenant intend that any
statement delivered pursuant to this Article 25 may be relied upon by any
mortgagee, beneficiary or purchaser, and Tenant shall be liable for all loss,
cost or expense resulting from the failure of any sale or funding of any loan
caused by any material misstatement contained in such estoppel certificate.
Tenant irrevocably agrees that if Tenant fails to execute and deliver such
certificate within such ten (10) business day period Landlord or
Landlords beneficiary or agent may execute and deliver such certificate on
Tenants behalf, and that such certificate shall be fully binding on Tenant.  26.SURRENDER OF PREMISES.  26.1Tenant shall arrange to meet Landlord for two (2) joint inspections
of the Premises, the first to occur at least thirty (30) days (but no more than
sixty (60) days) before the last day of the Term, and the second to occur not
later than forty-eight (48) hours after Tenant has vacated the Premises. In the
event of Tenants failure to arrange such joint inspections and/or participate
in either such inspection, Landlords inspection at or after Tenants vacating
the Premises shall be conclusively deemed correct for purposes of determining
Tenants responsibility for repairs and restoration.  10/31/01 CA MTIN
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26.2All alterations, additions, and improvements
in, on, or to the Premises made or installed by or for Tenant, including,
without limitation, carpeting (collectively, Alterations), shall be and
remain the property of Tenant during the Term. Upon the expiration or sooner
termination of the Term, all Alterations (excluding trade fixtures) shall
become a part of the realty and shall belong to Landlord without compensation,
and title shall pass to Landlord under this Lease as by a bill of sale. At the
end of the Term or any renewal of the Term or other sooner termination of this
Lease, Tenant will peaceably deliver up to Landlord possession of the Premises,
together with all Alterations by whomsoever made, in the same conditions received
or first installed, broom clean and free of all debris, excepting only ordinary
wear and tear and damage by fire or other casualty and condemnation.
Notwithstanding the foregoing, subject to Section 6.4, if Landlord elects
by notice given to Tenant at least twenty (20) days prior to expiration of the
Term, Tenant shall, at Tenants sole cost, remove any Alterations, including
carpeting, so designated by Landlords notice, and repair any damage caused by
such removal; provided, however, that Tenant shall not be required to remove
any alterations or improvements made to the Premises under the Primary Lease nor
shall Tenant be required to remove the Sublease Alterations as set forth in
that certain Consent to Sublease dated July 11, 2005 by and among
Landlord, as landlord, Sublessor as sublandlord and Tenant as subtenant. Tenant
must, at Tenants sole cost, remove upon termination of this Lease, any and all
of Tenants furniture, furnishings, equipment, movable partitions of less than
full height from floor to ceiling and other trade fixtures and personal
property, as well as all data/telecommunications cabling and wiring installed
by or on behalf of Tenant, whether inside walls, under any raised floor or
above any ceiling (collectively, Personalty). Personalty not so removed shall
be deemed abandoned by the Tenant and title to the same shall thereupon pass to
Landlord under this Lease as by a bill of sale, but Tenant shall remain
responsible for the cost of removal and disposal of such Personalty, as well as
any damage caused by such removal. If Tenant fails to remove any Alterations
which Tenant is required to be remove pursuant to terms of this Lease and/or
any Personalty from the Premises on or before the Termination Date, Landlord
may remove and dispose of such Alterations and/or Personalty, as the case may
be, and repair the Premises as aforesaid, and Tenant shall pay to Landlord upon
demand, as additional rent hereunder, the cost of such removal and repair.  26.3All obligations of Tenant under this Lease not
fully performed as of the expiration or earlier termination of the Term shall
survive the expiration or earlier termination of the Term. Upon the expiration
or earlier termination of the Term, Tenant shall pay to Landlord the amount, as
estimated by Landlord, necessary to repair and restore the Premises as provided
in this Lease and/or to discharge Tenants obligation for unpaid amounts due or
to become due to Landlord. All such amounts shall be used and held by Landlord
for payment of such obligations of Tenant, with Tenant being liable for any additional
costs upon demand by Landlord, or with any excess to be returned to Tenant
after all such obligations have been determined and satisfied. Any otherwise
unused Security Deposit shall be credited against the amount payable by Tenant under
this Lease.  27.NOTICES.Any notice or document required or permitted
to be delivered under this Lease shall be addressed to the intended recipient,
by fully prepaid registered or certified United States Mail return receipt
requested, or by reputable independent contract delivery service furnishing a
written record of attempted or actual delivery, and shall be deemed to be
delivered when tendered for delivery to the addressee at its address set forth
on the Reference Pages, or at such other address as it has then last specified
by written notice delivered in accordance with this Article 27, or if to
Tenant at either its aforesaid address or its last known registered office or
home of a general partner or individual owner, whether or not actually accepted
or received by the addressee. Any such notice or document may also be
personally delivered if a receipt is signed by and received from, the
individual, if any, named in Tenants Notice Address.  28.TAXES PAYABLE BY TENANT.In addition to rent and other charges to be
paid by Tenant under this Lease, Tenant shall reimburse to Landlord, upon
demand, any and all taxes payable by Landlord (other than net income taxes)
whether or not now customary or within the contemplation of the parties to this
Lease: (a) upon, allocable to, or measured by or on the gross or net rent
payable under this Lease, including without limitation any gross income tax or
excise tax levied by the State, any political subdivision thereof, or the
Federal Government with respect to the receipt of such rent (except that any
such tax in effect on the Commencement Date shall be included in Taxes); (b) upon
or with respect to the possession, leasing, operation, management, maintenance,
alteration, repair, use or occupancy of the Premises or any portion thereof,
including any sales, use or service tax imposed as a result thereof; (c) upon
or measured by the Tenants gross receipts or payroll or the value of Tenants
equipment, furniture, fixtures and other personal property of Tenant or
leasehold improvements, alterations or additions located in the Premises; or (d) upon
this transaction or any document to which Tenant is a party creating or
transferring any interest of Tenant in this Lease or the Premises. In addition
to the foregoing, Tenant agrees to pay, before delinquency, any and all taxes
levied or assessed against Tenant and which become payable during the term
hereof upon Tenants equipment, furniture, fixtures and other personal property
of Tenant located in the Premises.  29.RELOCATION OF TENANT.[Intentionally Omitted]  10/31/01 CA MTIN
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30.DEFINED TERMS AND HEADINGS.The Article headings shown in this Lease
are for convenience of reference and shall in no way define, increase, limit or
describe the scope or intent of any provision of this Lease. Any
indemnification or insurance of Landlord shall apply to and inure to the
benefit of all the following Landlord Entities, being Landlord, Landlords
investment manager, and the trustees, boards of directors, officers, general
partners, beneficiaries, stockholders, employees and agents of each of them.
Any option granted to Landlord shall also include or be exercisable by
Landlords trustee, beneficiary, agents and employees, as the case may be. In
any case where this Lease is signed by more than one person, the obligations
under this Lease shall be joint and several. The terms Tenant and Landlord
or any pronoun used in place thereof shall indicate and include the masculine
or feminine, the singular or plural number, individuals, firms or corporations,
and their and each of their respective successors, executors, administrators
and permitted assigns, according to the context hereof. The term rentable
area shall mean the rentable area of the Premises or the Building as
calculated by the Landlord on the basis of the plans and specifications of the
Building including a proportionate share of any common areas. Tenant and
Landlord hereby accept and agree to be bound by the figures for the rentable
square footage of the Premises and Tenants Proportionate Share shown on the
Reference Pages; however, Landlord may adjust either or both figures if there
is manifest error, addition or subtraction to the Building or any business park
or complex of which the Building is a part, or any remeasurement of the Building;
provided however that Tenants Proportionate Share shall only be adjusted if
any such remeasurement occurs as a result of a change in the common area that
affects the load factor for the Building or if a new, formal version of the
American National Standard Institute/BOMA Method of Floor Measurement for
office space, as promulgated by the Building Owners and Managers Association
(commonly known as BOMA ANSI-Z-65.1-1996) is issued and in any event, Landlord
shall not make any such adjustment under this Lease during the initial Term of
this Lease. In the event of any such remeasurement, the Monthly Installment of
Rent and Tenants Proportionate Share shall in no event be increased during the
initial Term of this Lease solely as a result of any such remeasurement. The
term Building refers to the structure in which the Premises are located and
the common areas (parking lots, sidewalks, landscaping, etc.) appurtenant
thereto. If the Building is part of a larger complex of structures, the term
Building may include the entire complex, where appropriate (such as shared
Expenses or Taxes) and subject to Landlords reasonable discretion.  31.TENANTS AUTHORITY.  31.1If Tenant signs as a corporation, partnership,
trust or other legal entity each of the persons executing this Lease on behalf
of Tenant represents and warrants that Tenant has been and is qualified to do
business in the state in which the Building is located, that the entity has
full right and authority to enter into this Lease, and that all persons signing
on behalf of the entity were authorized to do so by appropriate actions. Tenant
agrees to deliver to Landlord, simultaneously with the delivery of this Lease,
a corporate resolution, proof of due authorization by partners, opinion of
counsel or other appropriate documentation reasonably acceptable to Landlord
evidencing the due authorization of Tenant to enter into this Lease.  31.2Tenant hereby represents and warrants that
neither Tenant, nor any persons or entities holding any legal or beneficial interest
whatsoever in Tenant, are (i) the target of any sanctions program that is
established by Executive Order of the President or published by the Office of
Foreign Assets Control, U.S. Department of the Treasury (OFAC); (ii) designated
by the President or OFAC pursuant to the Trading with the Enemy Act, 50 U.S.C.
App. § 5, the International Emergency Economic Powers Act, 50 U.S.C. §§
1701-06, the Patriot Act, Public Law 107-56, Executive Order 13224 (September 23,
2001) or any Executive Order of the President issued pursuant to such statutes;
or (iii) named on the following list that is published by OFAC: List of
Specially Designated Nationals and Blocked Persons. If the foregoing
representation is untrue at any time during the Term, an Event of Default will
be deemed to have occurred, without the necessity of notice to Tenant.  32.FINANCIAL STATEMENTS AND
CREDIT REPORTS.At Landlords
request, Tenant shall deliver to Landlord a copy, certified by an officer of
Tenant as being a true and correct copy, of Tenants most recent audited
financial statement, or, if unaudited, certified by Tenants chief financial
officer as being true, complete and correct in all material respects. Tenant
hereby authorizes Landlord to obtain one or more credit reports on Tenant at
any time, and shall execute such further authorizations as Landlord may
reasonably require in order to obtain a credit report. Notwithstanding the foregoing,
Landlord shall not request financial statements more than once in each
consecutive one (1) year period during the Term unless (i) Tenant is
in default, (ii) Landlord reasonably believes that there has been an
adverse change in Tenants financial position since the last financial
statement provided to Landlord, or (iii) requested (a) in connection
with a proposed sale or transfer of the Building by Landlord, or (b) by an
investor of Landlord, any Landlord Entity or any lender or proposed lender of
Landlord or any Landlord Entity. Notwithstanding the requirements set forth
above in this Article 32, so long as Tenant is a publicly traded company
on an over-the-counter market or any recognized national or international
securities exchange, the above described requirement that Tenant deliver to
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information
shall not apply so long as Tenants current public annual report (in compliance
with applicable securities laws) for such applicable year is available to
Landlord in the public domain.  33.COMMISSIONS.Each of the parties represents and warrants to
the other that it has not dealt with any broker or finder in connection with
this Lease, except as described on the Reference Pages. Landlord shall pay a
brokerage commission to Landlords Broker pursuant to a separate written
agreement with Landlords Broker. Tenant shall indemnify and hold Landlord and
Landlord Entities harmless from all claims of any other brokers claiming to
have represented Tenant in connection with this Lease. Landlord agrees to
indemnify and hold Tenant and Tenant Entities harmless from all claims of any
other brokers claiming to have represented Landlord in connection with this
Lease.  34.TIME AND APPLICABLE LAW.Time is of the essence of this Lease and all
of its provisions. This Lease shall in all respects be governed by the laws of
the state in which the Building is located.  35.SUCCESSORSANDASSIGNS. Subject to the provisions of Article 9,
the terms, covenants and conditions contained in this Lease shall be binding
upon and inure to the benefit of the heirs, successors, executors,
administrators and assigns of the parties to this Lease.  36.ENTIRE AGREEMENT.This Lease, together with its exhibits,
contains all agreements of the parties to this Lease and supersedes any
previous negotiations. There have been no representations made by the Landlord
or any of its representatives or understandings made between the parties other
than those set forth in this Lease and its exhibits. This Lease may not be
modified except by a written instrument duly executed by the parties to this
Lease.  37.EXAMINATION NOT OPTION.Submission of this Lease shall not be deemed
to be a reservation of the Premises. Landlord shall not be bound by this Lease
until it has received a copy of this Lease duly executed by Tenant and has
delivered to Tenant a copy of this Lease duly executed by Landlord, and until
such delivery Landlord reserves the right to exhibit and lease the Premises to
other prospective tenants. Notwithstanding anything contained in this Lease to
the contrary, Landlord may withhold delivery of possession of the Premises from
Tenant until such time as Tenant has paid to Landlord any security deposit
required by Article 5, the first months rent as set forth in Article 3
and any sum owed pursuant to this Lease.  38.RECORDATION.Tenant shall not record or register this Lease
or a short form memorandum hereof without the prior written consent of
Landlord, and then shall pay all charges and taxes incident such recording or
registration.  39.OPTION TO RENEW.Provided this Lease is in full force and
effect and Tenant is not in default beyond applicable notice and cure periods
under any of the other terms and conditions of this Lease at the time of
notification or commencement, Tenant shall have one (1) option to renew
(the Renewal Option) this Lease for a term of three (3) years (the
Renewal Term), for the portion of the Premises being leased by Tenant as of
the date the Renewal Term is to commence, on the same terms and conditions set
forth in this Lease, except as modified by the terms, covenants and conditions
as set forth below:  39.1If Tenant elects to exercise the Renewal
Option, then Tenant shall provide Landlord with written notice no earlier than
the date which is three hundred sixty-five (365) days prior to the expiration
of the Term of this Lease but no later than the date which is two hundred
seventy (270) days prior to the expiration of the Term of this Lease. If Tenant
fails to provide such notice, Tenant shall have no further or additional right
to extend or renew the Term of this Lease.  39.2The Annual Rent and Monthly Installment of
Rent in effect at the expiration of the Term of this Lease shall be increased
to reflect the Prevailing Market (as defined in Section 39.9) rate.
Landlord shall advise Tenant of the new Annual Rent and Monthly Installment of
Rent for the Premises no later than thirty (30) days after receipt of Tenants
written request therefor. Said request shall be made no earlier than thirty
(30) days prior to the first date on which Tenant may exercise its Renewal
Option under this Article 39. Said notification of the new Annual Rent and
Monthly Installment of Rent may include a provision for its escalation to
provide for a change in the Prevailing Market rate between the time of
notification and the commencement of the Renewal Term. Notwithstanding anything
to the contrary set forth herein, in no event shall the rate of the Annual Rent
and Monthly Installment of Rent for the Renewal Term be less than the rate of
the Annual Rent and Monthly Installment of Rent in the preceding period (the
Minimum Renewal Rental Rate).  39.3If Tenant and Landlord are unable to agree on
a mutually acceptable Annual Rent and Monthly Installment of Rent for the
Renewal Term not later than sixty (60) days prior to the expiration of the
Term, then Landlord and Tenant, within five (5) days after such date,
shall each simultaneously submit to the other, in a sealed envelope, its good
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estimate
of the Prevailing Market rate for the Premises during the Renewal Term
(collectively referred to as the Estimates), subject to the terms of Section 39.5
below regarding the Minimum Renewal Rental Rate. If the higher of such
Estimates is not more than one hundred five percent (105%) of the lower of such
Estimates, then the Prevailing Market rate shall be the average of the two
Estimates. If the Prevailing Market rate is not established by the exchange of
Estimates, then, within seven (7) days after the exchange of Estimates,
Landlord and Tenant shall each select an appraiser to determine which of the
two Estimates most closely reflects the Prevailing Market rate for the Premises
during the Renewal Term. Each appraiser so selected shall be certified as an
MAI appraiser or as an ASA appraiser and shall have had at least five (5) years
experience within the previous ten (10) years as a real estate appraiser
working in Mountain View, California, with working knowledge of current rental
rates and practices. For purposes hereof, an MAI appraiser means an
individual who holds an MAI designation conferred by, and is an independent
member of, the American Institute of Real Estate Appraisers (or its successor
organization, or in the event there is no successor organization, the
organization and designation most similar), and an ASA appraiser means an
individual who holds the Senior Member designation conferred by, and is an
independent member of, the American Society of Appraisers (or its successor
organization, or, in the event there is no successor organization, the
organization and designation most similar).  39.4Upon selection, Landlords and Tenants
appraisers shall work together in good faith to agree upon which of the two
Estimates most closely reflects the Prevailing Market rate for the Premises.
The Estimate chosen by such appraisers shall be binding on both Landlord and Tenant,
subject to the terms of Section 39.5 below regarding the Minimum Renewal
Rental Rate. If either Landlord or Tenant fails to appoint an appraiser within
the seven (7) day period referred to above, the appraiser appointed by the
other party shall be the sole appraiser for the purposes hereof. If the two
appraisers cannot agree upon which of the two Estimates most closely reflects
the Prevailing Market rate within twenty (20) days after their appointment,
then, within ten (10) days after the expiration of such twenty (20) day
period, the two appraisers shall select a third appraiser meeting the
aforementioned criteria. Once the third appraiser (i.e., the arbitrator) has
been selected as provided for above, then, as soon thereafter as practicable
but in any case within fourteen (14) days, the arbitrator shall make his or her
determination of which of the two Estimates most closely reflects the
Prevailing Market rate and such Estimate shall be binding on both Landlord and
Tenant as the Prevailing Market rate for the Premises, subject to the terms of Section 39.5
below regarding the Minimum Renewal Rental Rate. If the arbitrator believes
that expert advice would materially assist him or her, he or she may retain one
or more qualified persons to provide such expert advice. The parties shall
share equally in the costs of the arbitrator and of any experts retained by the
arbitrator. Any fees of any appraiser, counsel or experts engaged directly by
Landlord or Tenant, however, shall be borne by the party retaining such
appraiser, counsel or expert.  39.5Intentionally omitted.  39.6If the Prevailing Market rate has not been
determined by the commencement date of the Renewal Term, Tenant shall pay
Monthly Installments of Rent upon the terms and conditions in effect during the
last month of the initial Term until such time as the Prevailing Market rate
has been determined. Upon such determination, the Annual Rent and Monthly
Installments of Rent for the Premises shall be retroactively adjusted to the
commencement of such Renewal Term for the Premises.  39.7This Renewal Option is not transferable; the
parties hereto acknowledge and agree that they intend that the aforesaid option
to renew this Lease shall be personal to Tenant and any Permitted Transferee
(as defined in Section 9.8 of this Lease) as set forth above and that in
no event will any assignee or sublessee have any rights to exercise the
aforesaid option to renew.  39.8If the Renewal Option is validly exercised or
if Tenant fails to validly exercise the Renewal Option, Tenant shall have no
further right to extend the term of this Lease.  39.9For purposes of this Renewal Option,
Prevailing Market shall mean the arms length fair market annual rental rate
per rentable square foot under renewal leases and amendments entered into on or
about the date on which the Prevailing Market is being determined hereunder for
space comparable to the Premises in the Building and buildings comparable to
the Building in the same rental market in the Mountain View, California area as
of the date the Renewal Term is to commence, taking into account the specific
provisions of this Lease which will remain constant. The determination of
Prevailing Market shall take into account any material economic differences
between the terms of this Lease and any comparison lease or amendment, such as
rent abatements, construction costs and other concessions and the manner, if
any, in which the landlord under any such lease is reimbursed for operating
expenses and taxes. The determination of Prevailing Market shall also take into
consideration any reasonably anticipated changes in the Prevailing Market rate
from the time such Prevailing Market rate is being determined and the time such
Prevailing Market rate will become effective under this Lease.  10/31/01 CA MTIN
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40.ROOF SPACE FOR DISH/ANTENNA.  40.1During the initial Term and any extension
thereof, Tenant, at no cost or expense during the Term, shall have the right to
lease space on the roof of the Building for the purpose of installing (in
accordance with Article 6 of this Lease), operating and maintaining a
dish/antenna or other communication device (the Dish/Antenna) to be approved
by Landlord. The location of the space on the roof to be leased by Tenant is
referred to herein as the Roof Space. Landlord reserves the right at its sole
expense to relocate the Roof Space as reasonably necessary during the Term.
Landlords designation shall take into account Tenants use of the
Dish/Antenna. Notwithstanding the foregoing, Tenants right to install the
Dish/Antenna shall be subject to the approval rights of Landlord and Landlords
architect and/or engineer, which approvals shall not be unreasonably withheld,
conditioned or delayed, with respect to the plans and specifications of the
Dish/Antenna, the manner in which the Dish/Antenna is attached to the roof of
the Building and the manner in which any cables are run to and from the
Dish/Antenna. The precise specifications and a general description of the
Dish/Antenna, or any replacements thereof, along with all documents Landlord
reasonably requires to review the installation of the Dish/Antenna (the Plans
and Specifications) shall be submitted to Landlord for Landlords written
approval no later than twenty (20) days before Tenant commences to install the
Dish/Antenna. Tenant shall be solely responsible for obtaining and maintaining
all necessary governmental and regulatory approvals and for the cost of
installing, operating, maintaining and removing the Dish/Antenna. Tenant shall
notify Landlord upon completion of the installation of the Dish/Antenna. If
Landlord determines that the Dish/Antenna equipment does not comply with the
approved Plans and Specifications, that the Building has been damaged during
installation of the Dish/Antenna or that the installation was defective,
Landlord shall notify Tenant in writing of any noncompliance or detected
problems and Tenant immediately shall cure the defects. If the Tenant fails to
immediately cure the defects, Tenant shall pay to Landlord upon demand the
cost, as reasonably determined by Landlord, of correcting any defects and
repairing any damage to the Building caused by such installation. If at any
time Landlord, in its sole discretion, deems it necessary, Tenant shall provide
and install, at Tenants reasonable cost and expense, appropriate aesthetic
screening, reasonably satisfactory to Landlord, for the Dish/Antenna (the
Aesthetic Screening).  40.2Landlord agrees that Tenant, upon reasonable
prior written notice to Landlord, shall have access to the roof of the Building
and the Roof Space for the purpose of installing, maintaining, repairing and
removing the Dish/Antenna, the appurtenances and the Aesthetic Screening, if
any, all of which shall be performed by Tenant or Tenants authorized
representative or contractors, which shall be approved by Landlord, at Tenants
sole cost and risk. It is agreed, however, that only authorized engineers,
employees or properly authorized contractors of Tenant, FCC (defined below)
inspectors, or persons under their direct supervision will be permitted to have
access to the roof of the Building and the Roof Space. Tenant further agrees to
exercise firm control over the people requiring access to the roof of the
Building and the Roof Space in order to keep to a minimum the number of people
having access to the roof of the Building and the Roof Space and the frequency
of their visits. It is further understood and agreed that the installation,
maintenance, operation and removal of the Dish/Antenna, the appurtenances and
the Aesthetic Screening, if any, is not permitted to damage the Building or the
roof thereof, or interfere with the use of the Building and roof by Landlord.
Tenant agrees to be responsible for any damage caused to the roof or any other
part of the Building, which may be caused by Tenant or any Tenant Entity.  40.3Tenant agrees to install and maintain only
equipment of types and frequencies which will not cause unreasonable
interference to Landlord or any other tenant of the Building. In the event
Tenants equipment causes such interference, Tenant will change the frequency
on which it transmits and/or receives and take any other steps necessary to
eliminate the interference. If said interference cannot be eliminated within a
reasonable period of time, in the judgment of Landlord, then Tenant agrees to
remove the Dish/Antenna from the Roof Space. Landlord shall make commercially
reasonable efforts to ensure that any new equipment installed on the roofs by
other tenants or users does not have frequencies which causes unreasonable
interference to Tenants Dish/Antenna. Tenant shall, at its sole cost and
expense, and at its sole risk, install, operate and maintain the Dish/Antenna
in a good and workmanlike manner, and in compliance with all Building,
electric, communication, and safety codes, ordinances, standards, regulations
and requirements, now in effect or hereafter promulgated, of the Federal
Government, including, without limitation, the Federal Communications
Commission (the FCC), the Federal Aviation Administration (FAA) or any
successor agency of either the FCC or FAA having jurisdiction over radio or
telecommunications, and of the state, city and county in which the Building is
located. Under this Lease, the Landlord and its agents assume no responsibility
for the licensing, operation and/or maintenance of Tenants equipment. Tenant
has the responsibility of carrying out the terms of its FCC license in all
respects. The Dish/Antenna shall be connected to Landlords power supply in
strict compliance with all applicable Building, electrical, fire and safety
codes. Neither Landlord nor any Landlord Entity shall be liable to Tenant for
any stoppages or shortages of electrical power furnished to the
Dish/Antenna or the Roof Space because of any act, omission or requirement of
the public utility serving the Building, or the act or omission of any other
tenant, invitee or licensee or their respective agents, employees or
contractors, or for any other cause beyond the reasonable control of Landlord,
and Tenant shall not be entitled to any rental abatement for any such stoppage or
shortage of electrical power. Neither Landlord any Landlord Entity shall have
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liability
for the conduct or safety of any of Tenants representatives, repair,
maintenance and engineering personnel while in or on any part of the Building
or the Roof Space.  40.4The Dish/Antenna, the appurtenances and the
Aesthetic Screening, if any, shall remain the personal property of Tenant, and
shall be removed by Tenant at its own expense at the expiration or earlier
termination of this Lease or Tenants right to possession hereunder. Tenant
shall repair any damage caused by such removal, including the patching of any
holes to match, as closely as possible, the color surrounding the area where
the equipment and appurtenances were attached. Tenant agrees to maintain all of
the Tenants equipment placed on or about the roof or in any other part of the
Building in proper operating condition and maintain same in satisfactory
condition as to appearance and safety in Landlords sole discretion. Such
maintenance and operation shall be performed in a manner to avoid any
unreasonable interference with any other tenants or Landlord. Tenant agrees
that at all times during the Term, it will keep the roof of the Building and
the Roof Space free of all trash or waste materials produced by Tenant or
Tenants agents, employees or contractors.  40.5In light of the specialized nature of the
Dish/Antenna, Tenant shall be permitted to utilize the services of its choice
for installation, operation, removal and repair of the Dish/Antenna, the
appurtenances and the Aesthetic Screening, if any, subject to the reasonable
approval of Landlord. Notwithstanding the foregoing, Tenant must provide
Landlord with prior written notice of any such installation, removal or repair
and coordinate such work with Landlord in order to avoid voiding or otherwise
adversely affecting any warranties granted to Landlord with respect to the
roof. If necessary, Tenant, at its sole cost and expense, shall retain any
contractor having a then existing warranty in effect on the roof to perform
such work (to the extent that it involves the roof), or, at Tenants option, to
perform such work in conjunction with Tenants contractor. In the event the
Landlord contemplates roof repairs that could affect Tenants Dish/Antenna, or
which may result in an interruption of the Tenants telecommunication service,
Landlord shall formally notify Tenant at least thirty (30) days in advance
(except in cases of an emergency) prior to the commencement of such
contemplated work in order to allow Tenant to make other arrangements for such
service.  40.6Tenant shall not allow any provider of
telecommunication, video, data or related services (Communication Services)
to locate any equipment on the roof of the Building or in the Roof Space for
any purpose whatsoever, nor may Tenant use the Roof Space and/or Dish/Antenna
to provide Communication Services to an unaffiliated tenant, occupant or
licensee of another building, or to facilitate the provision of Communication
Services on behalf of another Communication Services provider to an
unaffiliated tenant, occupant or licensee of the Building or any other
building. Tenant acknowledges that Landlord may at some time establish a
standard license agreement (the License Agreement) with respect to the use of
roof space by tenants of the Building. Tenant, upon request of Landlord, shall
enter into such License Agreement with Landlord provided that such agreement
does not materially or adversely alter the rights of Tenant hereunder with
respect to the Roof Space. Tenant specifically acknowledges and agrees that the
terms and conditions of Article 10 of this Lease shall apply with full
force and effect to the Roof Space and any other portions of the roof accessed
or utilized by Tenant, its representatives, agents, employees or contractors.  40.7If Tenant defaults under any of the terms and
conditions of this Section or this Lease, and Tenant fails to cure said
default within the time allowed by Article 18 of this Lease, Landlord
shall be permitted to exercise all remedies provided under the terms of this
Lease, including removing the Dish/Antenna, the appurtenances and the Aesthetic
Screening, if any, and restoring the Building and the Roof Space to the
condition that existed prior to the installation of the Dish/Antenna, the
appurtenances and the Aesthetic Screening, if any. If Landlord removes the
Dish/Antenna, the appurtenances and the Aesthetic Screening, if any, as a
result of an uncured default, Tenant shall be liable for all costs and expenses
Landlord incurs in removing the Dish/Antenna, the appurtenances and the
Aesthetic Screening, if any, and repairing any damage to the Building, the roof
of the Building and the Roof Space caused by the installation, operation or
maintenance of the Dish/Antenna, the appurtenances, and the Aesthetic
Screening, if any. Tenants rights pursuant to this Article 40 are
personal to the named Tenant under this Lease and assignees or subtenant
consented to by Landlord pursuant to Article 9 above, and are not
otherwise transferable.  41.SIGNAGE.  41.1During the Term and any extension thereof and
provided that Tenant leases and occupies the Premises, Tenant shall continue to
have the right to have its name on the Buildings monument sign located on East
Evelyn (the Monument Sign), subject to the terms of this Section 41.1.
Landlord shall not charge a separate fee to Tenant for the right to have its
name on the Monument Sign. The design, size and color of the signage with
Tenants name to be included on the Monument Sign, and the manner in which it
is attached to the Monument Sign, shall comply with all applicable Regulations
and shall be subject to the approval of Landlord and all applicable
governmental authorities. Landlord acknowledges that it approves the existing
Monument Sign. Tenant, at its cost, shall be responsible for the maintenance,
repair or replacement of  10/31/01 CA MTIN
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Tenants
signage on the Monument Sign, which shall be maintained in a manner reasonably
satisfactory to Landlord. Although the Monument Sign will be maintained by
Landlord, Tenant shall pay its proportionate share of the cost of any
maintenance and repair associated with the Monument Sign. Upon expiration or
earlier termination of this Lease or Tenants right to possession of or to
lease the Premises, or if Tenant ceases to occupy the Premises and during such
period of nonoccupancy fails to pay rent hereunder, Landlord, at Tenants cost,
payable as additional rent within five (5) business days after demand therefor,
shall have the right to remove Tenants signage from the Monument Sign and
restore the Monument Sign to the condition it was in prior to installation of
Tenants signage thereon, ordinary wear and tear excepted. The rights provided
in this Section 41.1 shall be non-transferable unless otherwise agreed by
Landlord in writing.  41.2During the Term and any extension thereof and
provided that Tenant leases and occupies the Premises, Tenant, at Tenants sole
cost, but subject to governmental approvals, shall continue to have the one
exclusive sign located near the top of the exterior wall of the Building on the
East side of the Building (i.e., the side of the Building which faces Highway
237) (the Building Signage). Tne design, size, color and exact location of
the Building Signage shall comply with all applicable Regulations and shall be
subject to the approval of all applicable governmental authorities and
Landlords prior written approval. Such right to Building Signage is subject to
the following terms and conditions:  41.2.1Tenant shall periodically inspect the Building
Signage to identify any conditions that are in need of maintenance or repair.
Tenant shall provide Landlord with notice of any such conditions and Landlord
shall make any such repairs within a reasonable period of time following the
receipt of such notice. All sums paid by Landlord and all expenses incurred by
it in connection with such repairs shall be payable to Landlord by Tenant
within ten (10) business days of Landlords demand. Tenant shall be
responsible for any electrical energy used in connection with the Building
Signage. Notwithstanding the foregoing, Tenant shall not be liable for any fee
in connection with Tenants right to display the Building Signage in accordance
with the Lease. At Landlords option, Tenants right to the Building Signage
may be revoked and terminated upon occurrence of any of the following events:  41.2.1.1Tenant shall be in default under this Lease
beyond any applicable cure period.  41.2.1.2Tenant does not occupy the Premises.  41.2.1.3This Lease shall terminate or otherwise no
longer be in effect.  Upon
the expiration or earlier termination of this Lease or at such other time that
Tenants signage rights are terminated pursuant to the terms hereof, if Tenant
fails to remove the Building Signage and repair the Building in accordance with
the terms of this Lease, Landlord shall cause the Building Signage to be
removed from the Building and the Building to be repaired and restored to the
condition which existed prior to the installation of the Building Signage
(including, if necessary, the replacement of any precast concrete panels), all
at the sole cost and expense of Tenant and otherwise in accordance with this
Lease, without further notice from Landlord notwithstanding anything to the
contrary contained in this Lease. Tenant shall pay all costs and expenses for
such removal and restoration within five (5) business days following
delivery of an invoice therefor. The rights provided in this Section 41.2
shall be non-transferable, except in connection with an assignment of this
Lease approved by Landlord, a Permitted Transfer, or as otherwise agreed by
Landlord in writing in its sole discretion.  42.EMERGENCY GENERATOR (WITH
TANK).  42.1Tenant, subject to Landlords review and
approval of Tenants plans therefor, shall have the right to install a 300
kilowatt supplemental generator (the Generator) and an above ground fuel tank
(the Tank) to provide emergency additional electrical capacity to the Premises
during the Term. Tenants plans for the Generator and the Tank shall include a
secondary containment system to protect against and contain any release of
hazardous materials. The Generator and the Tank shall be placed at a location
mutually and reasonably acceptable to Landlord and Tenant (the Generator
Area). Notwithstanding the foregoing, Tenants right to install the Generator
and the Tank shall be subject to Landlords approval of the manner in which the
Generator and the Tank is installed, the manner in which any fuel pipe is
installed, the manner in which any ventilation and exhaust systems are
installed, the manner in which any cables are run to and from the Generator to
the Premises and the measures that will be taken to eliminate any vibrations or
sound disturbances from the operation of the Generator, including, without
limitation, any necessary two (2) hour rated enclosures or sound
installation. Landlord shall have the right to require an acceptable enclosure
to hide or disguise the existence of the Generator and the Tank and to minimize
any adverse effect that the installation of the Generator and the Tank may have
on the appearance of the Building and the real property and project in which
the Building is located (collectively, the Project). Tenant shall be solely
responsible for obtaining all necessary governmental and regulatory approvals
and for the cost of installing, operating, maintaining and removing the
Generator and the Tank. Tenant shall not install or operate the Generator or the
Tank until  10/31/01 CA MTIN
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Tenant
has obtained and submitted to Landlord copies of all required governmental
permits, licenses and authorizations necessary for the installation and
operation of the Generator and the Tank. In addition to, and without limiting
Tenants obligations under this Lease, Tenant shall comply with all applicable
environmental and fire prevention Regulations pertaining to Tenants use of the
Generator Area. Tenant shall also be responsible for the cost of all utilities
consumed in the operation of the Generator and the Tank. Notwithstanding
anything herein to the contrary, if after installation, Tenant removes the
Generator or the Tank from the Generator Area for reasons other than the repair
and replacement of the Generator, Tenants right to install and maintain the
Generator and the Tank and to use the Generator Area shall be null and void.  42.2Tenant shall be responsible for assuring that
the installation, maintenance, operation and removal of the Generator and the
Tank shall in no way damage any portion of the Building or Project. To the
maximum extent permitted by Regulations, the Generator and the Tank and all
appurtenances in the Generator Area shall be at the sole risk of Tenant, and
Landlord shall have no liability to Tenant if the Generator, the Tank or any
appurtenances installations are damaged for any reason. Tenant agrees to be
responsible for any damage caused to the Building or Project in connection with
the installation, maintenance, operation or removal of the Generator and, in
accordance with the terms of Article 10 of this Lease, to indemnify,
defend and hold Landlord and the Landlord Entities harmless from all liabilities,
obligations, damages, penalties, claims, costs, charges and expenses,
including, without limitation, reasonable architects and attorneys fees (if
and to the extent permitted by Regulations), which may be imposed upon,
incurred by, or asserted against Landlord or any of the Landlord Entities in
connection with the installation, maintenance, operation or removal of the
Generator and the Tank, including, without limitation, any environmental and
hazardous materials claims. In addition to, and without limiting Tenants
obligations under this Lease, Tenant covenants and agrees that the installation
and use of the Generator and the Tank and appurtenances shall not adversely
affect the insurance coverage for the Building. If for any reason, the installation
or use of the Generator, the Tank and/or the appurtenances shall result in an
increase in the amount of the premiums for such coverage, then Tenant shall be
liable for the full amount of any such increase.  42.3Tenant shall be responsible for the installation,
operation, cleanliness, maintenance and removal of the Generator and the Tank
and the appurtenances, all of which shall remain the personal property of
Tenant, and shall be removed by Tenant at its own expense at the expiration or
earlier termination of this Lease. Tenant shall repair any damage caused by
such removal, including the patching of any holes to match, as closely as
possible, the color surrounding the area where the Generator, Tank and
appurtenances were attached. Such maintenance and operation shall be performed
in a manner to avoid any unreasonable interference with any other tenants or
Landlord. Tenant shall take the Generator Area as is in the condition in
which the Generator Area is in as of the Commencement Date, without any obligation
on the part of Landlord to prepare or construct the Generator Area for Tenants
use or occupancy. Without limiting the foregoing, Landlord makes no warranties
or representations to Tenant as to the suitability of the Generator Area for
the installation and operation of the Generator or the Tank. Tenant shall have
no right to make any changes, alterations, additions, decorations or other
improvements to the Generator Area without Landlords prior written consent.
Tenant agrees to maintain the Generator and the Tank, including without
limitation, any enclosure installed around the Generator and the Tank in good
condition and repair. Tenant shall be responsible for performing any
maintenance and improvements to any enclosure surrounding the Generator and the
Tank so as to keep such enclosure in good condition.  42.4Tenant, upon prior notice to Landlord and
subject to the rules and regulations enacted by Landlord, shall have
access to the Generator and the Tank and its surrounding area for the purpose
of installing, repairing, maintaining and removing said Generator and the Tank.
Tenant shall only test the Generator at a time mutually agreed to in writing by
Landlord and Tenant in advance. Tenant shall be permitted to use the Generator
Area solely for the maintenance and operation of the Generator and the Tank,
and the Generator, Tank and Generator Area are solely for the benefit of
Tenant. All electricity generated by the Generator may only be consumed by
Tenant in the Premises. Landlord shall have no obligation to provide any
services, including, without limitation, electric current, to the Generator
Area. Tenant shall have no right to sublet the Generator Area or to assign its
interest hereunder.  42.5Notwithstanding anything to the contrary
contained herein, if at any time during the Term Landlord determines in its
sole but bona fide business judgment, that the Generator, Tank and/or any
appurtenances interfere with the operations of the Building or the operations
of any of the occupants of the Building, then Tenant shall, upon notice from
Landlord, cease any further operation of the Generator and Tank. From and after
such notice by Landlord, Tenant shall have no further right to operate the
Generator or Tank unless and until Tenant shall have redesigned and modified
the Generator, Tank and/or installations in a manner approved by Landlord,
provided however, that Landlords approval of such redesign and modification
shall constitute the mere permission to operate the Generator and the Tank,
which permission shall in no event be construed to abrogate or diminish
Landlords rights or Tenants obligations under this Article 42 or this
Lease.  43.LETTER OF CREDIT.Concurrent with Tenants execution and delivery of this Lease to
Landlord, Tenant shall deliver to Landlord, as collateral for the full
performance by Tenant of all of its obligations under this Lease and for all
losses  10/31/01 CA MTIN
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and
damages Landlord may suffer as a result of Tenants failure to comply with one
or more provisions of this Lease, including, but not limited to, any post lease
termination damages under section 1951.2 of the California Civil Code, an
Irrevocable Standby Letter of Credit (the Letter of Credit) in the amount of
Three Hundred Fifty Thousand Dollars ($350,000.00). The following terms and
conditions shall apply to the Letter of Credit:  43.1The Letter of Credit shall be in favor of
Landlord, shall be issued by a bank acceptable to Landlord with a Standard &
Poors rating of A or better, shall comply with all of the terms and
conditions of this Article and shall otherwise be in the form attached
hereto as Exhibit E.  43.2The Letter of Credit or any replacement Letter
of Credit shall be irrevocable for the term thereof and shall automatically
renew on a year to year basis until a period ending not earlier than two months
subsequent to the Termination Date (the LOC Expiration Date) without any
action whatsoever on the part of Landlord; provided that the issuing bank shall
have the right not to renew the Letter of Credit by giving written notice to
Landlord not less than sixty (60) days prior to the expiration of the then
current term of the Letter of Credit that it does not intend to renew the
Letter of Credit. Tenant understands that the election by the issuing bank not
to renew the Letter of Credit shall not, in any event, diminish the obligation
of Tenant to deposit the Security Deposit or maintain such an irrevocable Letter
of Credit in favor of Landlord through the LOC Expiration Date.  43.3Landlord, or its then managing agent, upon the
occurrence of an Event of Default, or as otherwise specifically agreed by
Landlord and Tenant pursuant to this Lease or any amendment hereof, without
prejudice to any other remedy provided in this Lease or by Regulations, shall
have the right from time to time to make one or more draws on the Letter of
Credit and use all or part of the proceeds in accordance with Section 43.4
below. In addition, if Tenant fails to furnish a renewal or replacement letter
of credit complying with all of the provisions of this Article 43 at least
sixty (60) days prior to the stated expiration date of the Letter of Credit
then held by Landlord, Landlord may draw upon such Letter of Credit and hold
the proceeds thereof (and such proceeds need not be segregated) in accordance
with the terms of this Article 43. Funds may be drawn down on the Letter
of Credit upon presentation to the issuing bank of Landlords (or Landlords
then managing agents) certification set forth in Exhibit E.  43.4Tenant acknowledges and agrees (and the Letter
of Credit shall so state) that the Letter of Credit shall be honored by the
issuing bank without inquiry as to the truth of the statements set forth in
such draw request and regardless of whether the Tenant disputes the content of
such statement. The proceeds of the Letter of Credit shall constitute
Landlords sole and separate property (and not Tenants property or the
property of Tenants bankruptcy estate) and Landlord may immediately upon any
draw (and without notice to Tenant) apply or offset the proceeds of the Letter
of Credit: (a) against any rent or other amounts payable by Tenant under
this Lease that is not paid when due; (b) against all losses and damages
that Landlord has suffered or that Landlord reasonably estimates that it may
suffer as a result of Tenants failure to comply with one or more provisions of
this Lease, including any damages arising under Section 1951.2 of the
California Civil Code following termination of this Lease; (c) against any
costs incurred by Landlord in connection with this Lease (including reasonable
attorneys fees); and (d) against any other amount that Landlord may spend
or become obligated to spend by reason of Tenants default. Provided Tenant has
performed all of its obligations under this Lease, Landlord agrees to pay to
Tenant within sixty (60) days after the LOC Expiration Date the amount of any
proceeds of the Letter of Credit received by Landlord and not applied as
allowed above; provided, that if prior to the LOC Expiration Date a voluntary
petition is filed by Tenant or any guarantor, or an involuntary petition is
filed against Tenant or any Guarantor by any of Tenants or guarantors creditors,
under the Federal Bankruptcy Code, then Landlord shall not be obligated to make
such payment in the amount of the unused Letter of Credit proceeds until either
all preference issues relating to payments under this Lease have been resolved
in such bankruptcy or reorganization case or such bankruptcy or reorganization
case has been dismissed, in each case pursuant to a final court order not
subject to appeal or any stay pending appeal.  43.5If, as result of any application or use by
Landlord of all or any part of the Letter of Credit, the amount of the Letter
of Credit shall be less than the amount set forth in this Article 43,
Tenant shall, within five (5) days thereafter, provide Landlord with
additional letter(s) of credit in an amount equal to the deficiency (or a
replacement letter of credit in the total amount required pursuant to this Article 43),
and any such additional (or replacement) letter of credit shall comply with all
of the provisions of this Article 43, and if Tenant, fails to comply with
the foregoing, notwithstanding anything to the contrary contained in this
Lease, the same shall constitute an incurable Event of Default by Tenant.
Tenant further covenants and warrants that it will neither assign nor encumber
the Letter of Credit or any part thereof and that neither Landlord nor its
successors or assigns will be bound by any such assignment, encumbrance,
attempted assignment or attempted encumbrance.  43.6Landlord may, at any time and without notice
to Tenant and without first obtaining Tenants consent thereto, transfer all or
any portion of its interest in and to the Letter of Credit to another party,
person or entity, including  10/31/01 CA MTIN
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Landlords mortgagee and/or
to have the Letter of Credit reissued in the name of Landlords mortgagee. If
Landlord transfers its interest in the Building and transfers the Letter of
Credit (or any proceeds thereof then held by Landlord) in whole or in part to
the transferee, Landlord shall, without any further agreement between the
parties hereto, thereupon be released by Tenant from all liability therefor.
The provisions hereof shall apply to every transfer or assignment of all or any
part of the Letter of Credit to a new landlord. In connection with any such
transfer of the Letter of Credit by Landlord, Tenant shall, at Tenants sole
cost and expense, execute and submit to the issuer of the Letter of Credit such
applications, documents and instruments as may be necessary to effectuate such
transfer. Tenant shall be responsible for paying the issuers transfer and
processing fees in connection with any transfer of the Letter of Credit and, if
Landlord advances any such fees (without having any obligation to do so),
Tenant shall reimburse Landlord for any such transfer or processing fees within
ten (10) days after Landlords written request therefor.  43.7If the Letter of Credit expires earlier than
the LOC Expiration Date, or the issuing bank notifies Landlord that it shall
not renew the Letter of Credit, Landlord shall accept a renewal thereof or
substitute letter credit (such renewal or substitute Letter of Credit to be in
effect not later than sixty (60) days prior to the expiration thereof), irrevocable
and automatically renewable through the LOC Expiration Date upon the same terms
as the expiring Letter of Credit or upon such other terms as may be acceptable
to Landlord. However, if (a) the Letter of Credit is not timely renewed,
or (b) a substitute Letter of Credit, complying with all of the terms and
conditions of this paragraph is not timely received, Landlord may present such
Letter of Credit to the issuing bank, and the entire sum so obtained shall be
paid to Landlord, to be held by Landlord in accordance with Article 5 of
this Lease. Notwithstanding the foregoing, Landlord shall be entitled to
receive from Tenant all attorneys fees and costs incurred in connection with
the review of any proposed substitute Letter of Credit pursuant to this Section.  43.8Landlord and Tenant (a) acknowledge and
agree that in no event or circumstance shall the Letter of Credit or any
renewal thereof or substitute therefor or any proceeds thereof be deemed to be
or treated as a security deposit under any Regulation applicable to security
deposits in the commercial context including Section 1950.7 of the
California Civil Code, as such section now exist or as may be hereafter amended
or succeeded (Security Deposit Laws), (b) acknowledge and agree that the
Letter of Credit (including any renewal thereof or substitute therefor or any
proceeds thereof) is not intended to serve as a security deposit, and the
Security Deposit Laws shall have no applicability or relevancy thereto, and (c) waive
any and all rights, duties and obligations either party may now or, in the
future, will have relating to or arising from the Security Deposit Laws. Tenant
hereby waives the provisions of Section 1950.7 of the California Civil
Code and all other provisions of Regulations, now or hereafter in effect, which
(i) establish the time frame by which Landlord must refund a security
deposit under a lease, and/or (ii) provide that Landlord may claim from
the security deposit only those sums reasonably necessary to remedy defaults in
the payment of rent, to repair damage caused by Tenant or to clean the
Premises, it being agreed that Landlord may, in addition, claim those sums
specified above in this Section 43.8 and/or those sums reasonably
necessary to compensate Landlord for any loss or damage caused by Tenants
breach of this Lease or the acts or omission of Tenant or any other Tenant
Entities, including any damages Landlord suffers following termination of this
Lease.  43.9Provided no Event of Default has occurred
hereunder in the twelve (12) month period prior to the First LOC Reduction
(defined below) and in the twelve (12) month period prior to the Second LOC
Reduction (defined below), and no less than thirty (30) days prior to each
requested letter of credit reduction date, Tenant may reduce the amount of
Letter of Credit so that the new Letter of Credit amounts will be as follows: (i) $240,000.00
effective as of July 1, 2010 (the First LOC Reduction); and (ii) $130,000.00
effective as of July 1, 2011 (the Second LOC Reduction). If Tenant is not
entitled to reduce the amount of the Letter of Credit as of a particular
reduction effective date due to Tenants failure to timely pay all rent and
other amounts payable pursuant to this Lease during the required periods
specified above, then any subsequent reduction(s) Tenant is entitled to
hereunder shall be reduced by the amount of the reduction Tenant would have
been entitled to had Tenant timely paid all rent and other amounts payable
pursuant to this Lease. Notwithstanding anything to the contrary contained
herein, if Tenant has been in default under this Lease at any time prior to the
effective date of any reduction of the amount of the Letter of Credit and
Tenant has failed to cure such default within any applicable cure period, then
Tenant shall have no further right to reduce the amount of the Letter of Credit
as described herein. Any reduction in the Letter of Credit amount shall be
accomplished by Tenant providing Landlord with a substitute Letter of Credit in
the reduced amount, which substitute Letter of Credit shall comply with the
requirements of this Article 43.  44.RIGHT OF FIRST OFFER.  44.1Provided Tenant is not then in uncured default
under the terms, covenants and conditions of this Lease, and so long as
Landlord at the time is the owner of the building in which the Offer Space (as
defined below) is located, Tenant shall have the one time right of offer (the
Offer Right) to lease that certain space which is the first (1st) and second (2nd) floors of the building located at 321 East
Evelyn Avenue, Mountain View, California and comprising approximately 36,255  10/31/01 CA MTIN
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rentable square feet (Offer
Space), subject to the existing rights of Savi Technology, Inc. and
Teneros, Inc. (and each of their successors or permitted transferees),
effective at such time as the subject Offer Space is vacated by the prior
occupant (including any subtenant). In such event, Landlord shall give written
notice to Tenant of the availability of the subject Offer Space and the terms
and conditions on which Landlord intends to offer it to the public and Tenant
shall have a period of five (5) days in which to exercise Tenants Offer
Right to lease the entire subject Offer Space only pursuant to the terms and
conditions contained in Landlords notice, failing which Landlord may lease the
subject Offer Space to any third party on whatever basis Landlord desires, and
Tenant shall have no further rights with respect to such subject Offer Space.
If Tenant exercises its Offer Right for the Offer Space in accordance with the
terms and conditions of this Article 44, effective as of the date Landlord
delivers the subject Offer Space, such Offer Space shall automatically be
included within the Premises and subject to all the terms and conditions of
this Lease (provided that Landlord may in its discretion elect to prepare a
separate lease for the Offer Space provided that the terms and conditions of such
separate lease shall be the same as this Lease (subject to the terms and
conditions in this Article 44), except as set forth in Landlords notice
and as follows:  44.1.1Tenants Proportionate Share shall be
recalculated, using the total square footage of the Premises, as increased by
the subject Offer Space, as the case may be.  44.1.2the Offer Space shall be leased on an as is
basis and Landlord shall have no obligation to improve the Offer Space or grant
Tenant any improvement allowance thereon except as may be provided in
Landlords written notice of the Offer Right to Tenant.  44.1.3Tenant shall, prior to the beginning of the
term for the subject Offer Space, as the case may be, execute a written
memorandum or amendment confirming the inclusion of the subject Offer Space and
the Monthly Installment of Rent and Annual Rent applicable thereto.  44.2Tenant shall have no such Offer Right with
respect to the subject Offer Space, as the case may be, and
Landlord need not provide Tenant with a written notice of the same, if:  44.2.1Tenant is in default under this Lease at the
time that Landlord would otherwise deliver its written notice of the subject
Offer Right as described above; or  44.2.2More than 50% of the Premises is sublet at the
time Landlord would otherwise deliver its written notice of the subject Offer
Right as described above; or  44.2.3this Lease has been assigned (other than to a
Permitted Transferee) prior to the date Landlord would otherwise deliver its
written notice of the subject Offer Right as described above; or  44.2.4Tenant is not occupying the Premises on the
date Landlord would otherwise deliver its written notice of the Offer Right as
described above; or  44.2.5the subject Offer Space is not intended for
the exclusive use of Tenant during the Term; or  44.2.6the existing tenant in the subject Offer Space
is interested in extending or renewing its lease for such Offer Space or
entering into a new lease for such Offer Space.  44.3If Landlord is delayed delivering possession
of the subject Offer Space due to the holdover or unlawful possession of such
space by any party, Landlord shall use reasonable efforts to obtain possession
of such space, and the commencement of the term for the subject Offer Space
shall be postponed until the date Landlord delivers possession of the subject
Offer Space to Tenant free from occupancy by any party.  44.4The rights of Tenant hereunder with respect to
the Offer Space shall terminate on the earlier to occur of: (i) eight (8) calendar
months prior to the expiration of the Term of this Lease (subject to Tenants
right to extend the same pursuant to Article 39 of this Lease); (ii) the
date Landlord would have provided Tenant written notice of the Offer Right as
described herein above if Tenant had not been in violation of one or more of
the conditions set forth in Section 44.2 above; and (iii) Tenants
failure to exercise its Offer Right within the five (5) day period
provided in Section 44.1 above.  [REMAINDER
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45.LIMITATION OF LANDLORDS
LIABILITY. Redress for any
claim against Landlord under this Lease shall be limited to and enforceable
only against and to the extent of Landlords interest in the Building in which
the Premises is located. The obligations of Landlord under this Lease are not
intended to be and shall not be personally binding on, nor shall any resort be
had to the private properties of, any of its or its investment managers
trustees, directors, officers, partners, beneficiaries, members, stockholders,
employees, or agents, and in no case shall Landlord be liable to Tenant
hereunder for any lost profits, damage to business, or any form of special,
indirect or consequential damages. For purposes hereof, Landlords interest in
the Building shall include rents due from tenants, insurance proceeds, and
proceeds from condemnation or eminent domain proceedings (prior to the
distribution of same to any partner or shareholder of Landlord or any other
third party).  IN
WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of the Lease
Reference Date set forth in the Reference Pages of this Lease.  LANDLORD:
  
  TENANT:SFERS
  REAL ESTATE CORP. U,
  
  CONCEPTUS,
  INC.,a
  Delaware corporation
  
  a
  Delaware corporation
  By:
  RREEF
  Management Company, a Delaware
  corporation, its Authorized Agent
  By:
  /s/
  Stephen J. George
  
  By:
  /s/
  Gregory E. LichtwardtName:
  Stephen J. George
  
  Name:
  Gregory
  E. LichtwardtTitle:
  Regional Director
  
  Title:
  Executive
  Vice PresidentDated:
  12/9/08
  
  Dated:
  12.5.08
   10/31/01 CA MTIN
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EXHIBIT A 
FLOOR PLAN DEPICTING THE PREMISES  attached to
and made a part of the Lease bearing the Lease
Reference Date of December 5, 2008 between SFERS REAL
ESTATE CORP. U, a Delaware corporation, as Landlord and CONCEPTUS,
INC., a Delaware corporation, as Tenant  Exhibit A is
intended only to show the general layout of the Premises as of the beginning of
the Term of the Lease. It does not in any way supersede any of Landlords
rights set forth in Article 17 of the Lease with respect to arrangements and/or
locations of public parts of the Building and changes in such arrangements
and/or locations. It is not to be scaled; any measurements or distances shown
should be taken as approximate.    10/31/01 CA MTIN
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  A-1


EXHIBIT
A  FLOOR PLAN DEPICTING THE PREMISES (cont)  attached
to and made a part of the Lease bearing the Lease
Reference Date of December 5, 2008 between SFERS
REAL ESTATE CORP. U, a Delaware corporation, as Landlord and CONCEPTUS,
INC., a Delaware corporation, as Tenant    10/31/01 CA MTIN
  Revised 9/09/05
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  A-2


EXHIBIT A-l
 SITE PLAN  attached to
and made a part of the Lease bearing the Lease
Reference Date of December 5, 2008 between SFERS REAL
ESTATE CORP. U, a Delaware corporation, as Landlord and CONCEPTUS,
INC., a Delaware corporation, as Tenant  Exhibit A-l is
intended only to show the general location of the Building and/or the project
of which the Building is a part as of the beginning of the Term of the Lease.
It does not in any way supersede any of Landlords rights set forth in Article 17
of the Lease with respect to arrangements and/or locations of public parts of the
Building and changes in such arrangements and/or locations. It is not to be
scaled; any measurements or distances shown should be taken as approximate.  Mountain View Corporate Center    10/31/01 CA
  MTIN
  Revised 9/09/05
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  A-3


EXHIBIT A-2 
DEPICTION OF VISITOR PARKING SPACES  attached to
and made a part of the Lease bearing the Lease
Reference Date of December 5, 2008 between SFERS REAL
ESTATE CORP. U, a Delaware corporation, as Landlord and CONCEPTUS,
INC., a Delaware corporation, as Tenant  Exhibit A-2 is
intended only to show the general layout of the Visitor Parking Spaces as of
the beginning of the Term of the Lease. It does not in anyway supersede any of
Landlords rights set forth in Article 17 with respect to arrangements and/or
locations of public parts of the Building and changes in such arrangements
and/or locations. It is not to be scaled; any measurements or distances shown
should be taken as approximate.    10/31/01 CA
  MTIN
  Revised 9/09/05
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  A-4


EXHIBIT B 
TENANT ALTERATIONS  attached to
and made a part of the Lease bearing the Lease
Reference Date of December 5, 2008 between SFERS REAL
ESTATE CORP. U, a Delaware corporation, as Landlord and CONCEPTUS,
INC., a Delaware corporation, as Tenant  1.            Tenant,
following the delivery of the Premises by Landlord and the full and final
execution and delivery of the Lease to which this Exhibit B is attached
and all prepaid rent, the Security Deposit, and insurance certificates required
under the Lease, shall have the right to perform alterations and improvements
in the Premises (the Initial Alterations). Notwithstanding the foregoing,
Tenant and its contractors shall not have the right to perform Initial
Alterations in the Premises unless and until Tenant has complied with all of
the terms and conditions of Article 6 of the Lease, including, without
limitation, approval by Landlord of the final plans for the Initial Alterations
and the contractors to be retained by Tenant to perform such Initial
Alterations. Tenant shall be responsible for all elements of the design of
Tenants plans (including, without limitation, compliance with law,
functionality of design, the structural integrity of the design, the
configuration of the Premises and the placement of Tenants furniture,
appliances and equipment), and Landlords approval of Tenants plans shall in
no event relieve Tenant of the responsibility for such design. Landlords
approval of the contractors to perform the Initial Alterations shall not be
unreasonably withheld. The parties agree that Landlords approval of the
general contractor to perform the Initial Alterations shall not be considered
to be unreasonably withheld if any such general contractor (i) does not have
trade references reasonably acceptable to Landlord, (ii) does not maintain
insurance as required pursuant to the terms of the Lease, (iii) does not have
the ability to be bonded for the work in an amount of no less than 150% of the
total estimated cost of the Initial Alterations, (iv) does not provide current
financial statements reasonably acceptable to Landlord, or (v) is not licensed
as a contractor in the state/municipality in which the Premises is located.
Tenant acknowledges the foregoing is not intended to be an exclusive list of
the reasons why Landlord may reasonably withhold its consent to a general
contractor.  2.Tenant agrees to accept the Premises in its as-is
condition and configuration, it being agreed that Landlord shall not be
required to perform any work or incur any costs in connection with the
construction or demolition of any improvements in the Premises. This Exhibit
B shall not be deemed applicable to any additional space added to the
Premises at any time or from time to time, whether by any options under the
Lease or otherwise, or to any portion of the original Premises or any additions
to the Premises in the event of a renewal or extension of the original Term of
the Lease, whether by any options under the Lease or otherwise, unless
expressly so provided in the Lease or any amendment or supplement to the Lease.  [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]  10/31/01 CA
  MTIN
  Revised 9/09/05
  586764.vl: 028481/048
  B-1


EXHIBIT C 
COMMENCEMENT DATE MEMORANDUM  attached to
and made a part of the Lease bearing the Lease
Reference Date of December 5, 2008 between SFERS REAL
ESTATE CORP. U, a Delaware corporation, as Landlord and CONCEPTUS,
INC., a Delaware corporation, as Tenant  COMMENCEMENT DATE MEMORANDUM  THIS MEMORANDUM, made as of      , 20       , by and between SFERS REAL ESTATE CORP. U, a Delaware corporation(Landlord)
and CONCEPTUS, INC., a Delaware corporation(Tenant).  Recitals:  A.          Landlord and Tenant are parties to that certain Lease,
dated for reference December 5, 2008 (the Lease) for certain premises (the Premises)
consisting of approximately 58,242rentable
square feet at the Project commonly known as Mountain View Corporate Center.  B.           Tenant is in possession of the Premises and the Term of
the Lease has commenced.  C.           Landlord and Tenant desire to enter into this Memorandum
confirming the Commencement Date, the Termination Date and other matters under
the Lease.  NOW, THEREFORE, Landlord and
Tenant agree as follows:  1.            The actual Commencement Date is            .  2.            The actual Termination Date is          .  3.            The schedule of the Annual Rent and the Monthly
Installment of Rent set forth on the Reference Pages is deleted in its
entirety, and the following is substituted therefor:  [insert rent
schedule]  4.            Capitalized
terms not defined herein shall have the same meaning as set forth in the Lease.  IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be executed as of the date and
year first above written.  LANDLORD:
  TENANT:SFERS REAL ESTATE CORP. U,
  a Delaware corporation
  CONCEPTUS, INC.,
  a Delaware corporation  By:
  RREEF
  Management Company, aDelaware
  corporation, its Authorized Agent  By:
  
  DO
  NOT SIGN
  
  By:
  
  DO
  NOT SIGNName:
  
  
  
  Name:Title:
  
  
  
  Title:Dated:
  
  
  
  Dated:  10/31/01 CA
  MTIN
  Revised 9/09/05
  586764.vl: 028481/048
  C-1


EXHIBIT D 
RULES AND REGULATIONS  attached to
and made a part of the Lease bearing the Lease
Reference Date of December 5, 2008 between SFERS REAL
ESTATE CORP. U, a Delaware corporation, as Landlord and CONCEPTUS,
INC., a Delaware corporation, as Tenant  1.            No
sign, placard, picture, advertisement, name or notice (collectively referred to
as Signs) shall be installed or displayed on any part of the outside of the
Building without the prior written consent of the Landlord which consent shall
be in Landlords sole discretion. All approved Signs shall be printed, painted,
affixed or inscribed at Tenants expense by a person or vendor approved by
Landlord and shall be removed by Tenant at Tenants expense upon vacating the
Premises. Landlord shall have the right to remove any Sign installed or
displayed in violation of this rule at Tenants expense and without notice.  2.            If
Landlord objects in writing to any curtains, blinds, shades or screens attached
to or hung in or used in connection with any window or door of the Premises or
Building, Tenant shall immediately discontinue such use. No awning shall be
permitted on any part of the Premises. Tenant shall not place anything or allow
anything to be placed against or near any glass partitions or doors or windows
which may appear unsightly, in the opinion of Landlord, from outside the
Premises.  3.            Tenant
shall not alter any lock or other access device or install a new or additional
lock or access device or bolt on any door of its Premises without the prior
written consent of Landlord. Tenant, upon the termination of its tenancy, shall
deliver to Landlord the keys or other means of access to all doors.  4.            If
Tenant requires telephone, data, burglar alarm or similar service, the cost of
purchasing, installing and maintaining such service shall be borne solely by
Tenant. No boring or cutting for wires will be allowed without the prior
written consent of Landlord. Landlord shall direct electricians as to where and
how telephone, data, and electrical wires are to be introduced or installed.
The location of burglar alarms, telephones, call boxes or other office
equipment affixed to the Premises shall be subject to the prior written
approval of Landlord.  5.            Tenant
shall not place a load upon any floor of its Premises, including mezzanine
area, if any, which exceeds the load per square foot that such floor was
designed to carry and that is allowed by law. Heavy objects shall stand on such
platforms as determined by Landlord to be necessary to properly distribute the
weight. Landlord will not be responsible for loss of or damage to any such
equipment or other property from any cause, and all damage done to the Building
by maintaining or moving such equipment or other property shall be repaired at
the expense of Tenant.  6.            Tenant
shall not install any radio or television antenna, satellite dish, loudspeaker
or other device on the roof or exterior walls of the Building without Landlords
prior written consent which consent shall be in Landlords sole discretion.  7.            Tenant
shall not mark, drive nails, screw or drill into the partitions, woodwork,
plaster or drywall (except for pictures and general office uses) or in any way
deface the Premises or any part thereof. 
Tenant shall not affix any floor covering to the floor of the Premises
or paint or seal any floors in any manner except as approved by Landlord.
Tenant shall repair any damage resulting from noncompliance with this rule.  8.            No
cooking shall be done or permitted on the Premises, except that Underwriters
Laboratory approved microwave ovens or equipment for brewing coffee, tea, hot
chocolate and similar beverages shall be permitted, provided that such
equipment and use is in accordance with all applicable Regulations.  9.            Tenant shall not use any hand trucks except those
equipped with the rubber tires and side guards, and may use such other
material-handling equipment as Landlord may approve. Tenant shall not bring any
other vehicles of any kind into the Building. Forklifts which operate on
asphalt areas shall only use tires that do not damage the asphalt.  10.          Tenant
shall not use the name of the Building or any photograph or other likeness of
the Building in connection with or in promoting or advertising Tenants
business except that Tenant may include the Building name in Tenants address.
Landlord shall have the right, exercisable without notice and without liability
to any tenant, to change the name and address of the Building.  11.          All
trash and refuse shall be contained in suitable receptacles at locations approved
by Landlord. Tenant shall not place in the trash receptacles any personal trash
or material that cannot be disposed of in the ordinary and customary manner of
removing such trash without violation of any law or ordinance governing such
disposal.  10/31/01 CA
  MTIN
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  D-1


12.         Tenant
shall comply with all safety, fire protection and evacuation procedures and
regulations established by Landlord or any governing authority.  13.          Tenant assumes all
responsibility for securing and protecting its Premises and its contents
including keeping doors locked and other means of entry to the Premises closed.  14.          Tenant shall not use any method of heating or air
conditioning other than that supplied by Landlord without Landlords prior
written consent.  15.          No person shall go on
the roof without Landlords permission.  16.          Tenant shall not
permit any animals, other than seeing-eye dogs, to be brought or kept in or
about the Premises or any common area of the property.  17.          Tenant shall not
permit any motor vehicles to be washed or mechanical work or maintenance of
motor vehicles to be performed on any portion of the Premises or parking lot.  18.          These Rules and
Regulations are in addition to, and shall not be construed to in any way modify
or amend, in whole or in part, the terms, covenants, agreements and conditions
of any lease of any premises in the Building. Landlord may waive any one or
more of these Rules and Regulations for the benefit of any tenant or tenants,
and any such waiver by Landlord shall not be construed as a waiver of such Rules
and Regulations for any or all tenants.  19.          Landlord reserves the
right to make such other and reasonable rules and regulations as in its
judgment may from time to time be needed for safety and security, for care and
cleanliness of the Building and for the preservation of good order in and about
the Building. Tenant agrees to abide by all such rules and regulations herein
stated and any additional rules and regulations which are adopted. Tenant shall
be responsible for the observance of all of the foregoing rules by Tenants
employees, agents, clients, customers, invitees and guests.  20.          Any toilet rooms,
toilets, urinals, wash bowls and other apparatus shall not be used for any
purpose other than that for which they were constructed and no foreign
substance of any kind whatsoever shall be thrown into them. The expense of any
breakage, stoppage or damage resulting from the violation of this rule shall be
borne by the Tenant who, or whose employees or invitees, shall have caused it.  21.          Tenant shall not permit smoking or carrying of lighted
cigarettes or cigars in areas reasonably designated by Landlord or any
applicable governmental agencies as non-smoking areas.  22.          Any directory of the Building or project of which the
Building is a part (Project Area), if provided, will be exclusively for the
display of the name and location of tenants only and Landlord reserves the
right to charge for the use thereof and to exclude any other names.  23.          Canvassing,
soliciting, distribution of handbills or any other written material in the
Building or Project Area is prohibited and each tenant shall cooperate to
prevent the same. No tenant shall solicit business from other tenants or permit
the sale of any goods or merchandise in the Building or Project Area without
the written consent of Landlord.  24.          Any equipment
belonging to Tenant which causes noise or vibration that may be transmitted to
the structure of the Building or to any space therein to such a degree as to be
objectionable to Landlord or to any tenants in the Building shall be placed and
maintained by Tenant, at Tenants expense, on vibration eliminators or other
devices sufficient to eliminate the noise or vibration.  25.          Driveways, sidewalks,
halls, passages, exits, entrances and stairways (Access Areas) shall not be
obstructed by tenants or used by tenants for any purpose other than for ingress
to and egress from their respective premises. Access areas are not for the use
of the general public and Landlord shall in all cases retain the right to
control and prevent access thereto by all persons whose presence, in the
judgment of Landlord, shall be prejudicial to the safety, character, reputation
and interests of the Building or its tenants.  26.          Landlord reserves the
right to designate the use of parking areas and spaces. Tenant shall not park
in visitor, reserved, or unauthorized parking areas. Tenant and Tenants guests
shall park between designated parking lines only and shall not park motor
vehicles in those areas designated by Landlord for loading and unloading.
Vehicles in violation of the above shall be subject to being towed at the
vehicle owners expense. Vehicles parked overnight without prior written  10/31/01 CA
  MTIN
  Revised 9/09/05
  586764.vl: 028481/048
  D-2


consent of the Landlord shall be deemed abandoned and shall be subject
to being towed at vehicle owners expense. Tenant will from time to time, upon
the request of Landlord, supply Landlord with a list of license plate numbers
of vehicles owned or operated by its employees or agents.  27.          No
trucks, tractors or similar vehicles can be parked anywhere other than in
Tenants own truck dock area. Tractor-trailers which must be unhooked or parked
with dolly wheels beyond the concrete loading areas must use steel plates or
wood blocks under the dolly wheels to prevent damage to the asphalt paving
surfaces. No parking or storing of such trailers will be permitted in the
parking areas or on streets adjacent thereto.  28.          During
periods of loading and unloading, Tenant shall not unreasonably interfere with
traffic flow and loading and unloading areas of other tenants. All products, materials
or goods must be stored within the Tenants Premises and not in any exterior
areas, including, but not limited to, exterior dock platforms, against the
exterior of the Building, parking areas and driveway areas. Tenant agrees to
keep the exterior of the Premises clean and free of nails, wood, pallets,
packing materials, barrels and any other debris produced from their operation.  [REMAINDER OF PAGE
INTENTIONALLY LEFT BLANK]  10/31/01 CA
  MTIN
  Revised 9/09/05
  586764.vl: 028481/048
  D-3


EXHIBIT E  FORM OF LETTER OF
CREDIT  attached to and made a part of the
Lease bearing the Lease Reference Date of December 5,
2008 between SFERS REAL ESTATE CORP. U, a Delaware
corporation, as Landlord and CONCEPTUS, INC., a Delaware
corporation, as Tenant   IRREVOCABLE LETTER OF CREDIT  SFERS REAL ESTATE CORP.
  U
  Letter of Credit No.A Delaware Corporation
  Date: December 5,
  2008C/O RREEF Management
  Company
  Expiration Date:
  September 30, 20101310 Tully Road,
  Suite 110San Jose, California
  95122  Attention:  Ladies
and Gentlemen:  At the request and for the account of Conceptus, Inc., 331 E
Evelyn Ave, Mountain View, CA 94041 (Applicant), we hereby establish our
Irrevocable Letter of Credit in your favor in the amount of Three Hundred Fifty
Thousand and 00/100 United States Dollars (US$350,000.00) available with us at
our above office by payment of your draft(s) drawn on us at sight
accompanied by your signed and dated statement purportedly signed by an
authorized representative or signatory of the beneficiary of Wells Fargo Bank
Letter of Credit No. 
(Beneficiary) worded as follows with the instructions in brackets therein
complied with:  This
draw in the amount of [Insert Amount of Draft
Which Accompanies Statement in Words]U.S. Dollars ($[Insert Amount of Draft Which Accompanies Statement in
Figures])under your Irrevocable Standby Letter of Credit No. 
(the Wells Credit) represents funds due and owing to us pursuant to the terms
of that certain lease December 5, 2008 by and between Conceptus, Inc.,
a Delaware corporation, as tenant, and SFERS REAL ESTATE CORP. U, a Delaware
corporation (as such lease may be amended, restated or replaced) and/or any
amendment to the lease or any other agreement between such parties related to
the lease.  It is a condition of this
Irrevocable Standby Letter of Credit that it will be considered automatically
renewed for a one year period upon the expiration date set forth above and upon
each anniversary of such date, unless at least 60 days prior to such expiration
date or applicable anniversary thereof, we notify you in writing, by certified
mail return receipt requested or by recognized overnight courier service, that
we elect not to so renew this Irrevocable Standby Letter of Credit: RREEF
Property Management, 875 North Michigan Ave., 41st Floor, Chicago, IL 60611, Attn: John
Marconnect by registered mail or express courier that we elect not to extend
the expiration date of this Letter of Credit beyond the date specified in such
notice. Upon our sending you such notice of the non-extension of the expiration
date of this Letter of Credit, you may also draw under this Letter of Credit by
presentation to us at our above address, on or before the expiration date
specified in such notice, of your draft drawn on us at sight accompanied by a
signed and dated statement purportedly signed by an authorized representative
or signatory of Beneficiary worded as follows with the instructions in brackets
therein complied with:  We
are in receipt of your notice that you have elected not to renew Wells Fargo
Bank, N.A. Letter of Credit No. 
and the applicant has failed to provide us with an acceptable substitute
irrevocable standby letter of credit in accordance with the terms of that
certain lease dated December 5, 2008 by and between the beneficiary, as
landlord, and the applicant, as tenant, as amended or modified from time to
time, and/or any amendment to the lease or any other agreement between such
parties related to the lease.  10/31/01 CA MTIN
  Revised 9/09/05
  586764.v1: 028481/048
  
  E-1


Partial
and multiple drawings are permitted under this Letter of Credit.  Each
draft must be marked Drawn under Wells Fargo Bank, N.A. Letter of Credit No. .  Each
draft must also be accompanied by the original of this Letter of Credit for our
endorsement on this Letter of Credit of our payment of such draft.  If
any instructions accompanying a drawing under this Letter of Credit request
that payment is to be made by transfer to an account with us or at another
bank, we and/or such other bank may rely on an account number specified in such
instructions even if the number identifies a person or entity different from
the intended payee.  Notwithstanding
any provision in the UCP (as hereinafter defined) to the contrary, this Letter
of Credit is transferable one or more times by the Beneficiary, but in each
instance to a single transferee and only in the full amount available to be
drawn under the Letter of Credit at the time of such transfer. Any such
transfer may be affected only through ourselves and only upon presentation to
us at our above-specified office of a duly executed instrument of transfer in
the format attached hereto as Exhibit A together with the original of this
Letter of Credit. Any transfer of this Letter of Credit may not change the
place of expiration of this Letter of Credit from our above-specified office.
Each transfer shall be evidenced by our endorsement on the reverse of the
original of this Letter of Credit, and we shall deliver the original of this
Letter of Credit so endorsed to the transferee. All charges in connection with
any transfer of this Letter of Credit are for the Applicants account. However,
any request for transfer is not contingent upon the Applicants ability to pay
our transfer fee.  Except
as otherwise provided in this Letter of Credit, this Letter of Credit is
subject to the Uniform Customs and Practice For Documentary Credits (2007
Revision), International Chamber of Commerce Publication No. 600 (the
UCP), and engages us in accordance therewith. Without limiting any other
express provisions of this Letter of Credit that may be in conflict with (and
in which event shall supersede) the provisions of the UCP, the last three
sentences of Article 10(c) of the UCP are hereby excluded.    Very truly yoursWELLS
  FARGO BANK, N.A.BY:(AUTHORIZED
  SIGNATURE)   10/31/01 CA MTIN
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  E-2


Exhibit AWells Fargo Bank, N.A.Letter of Credit No.Date:  Wells Fargo Bank, N.A. Trade Services Division,
Northern California One Front Street, 21st Floor San
Francisco, California 94111  Subject: Your Letter of
Credit No.  Ladies and Gentlemen:  For
value received, we hereby irrevocably assign and transfer all our rights under
the above-captioned Letter of Credit, as heretofore and hereafter amended,
extended or increased, to: [insert
  name of transferee][insert
  address]  By
this transfer, all of our rights in the Letter of Credit are transferred to the
transferee, and the transferee shall have sole rights as beneficiary under the
Letter of Credit, including sole rights relating to any amendments, whether
increases or extensions or other amendments, and whether now existing or
hereafter made. You are hereby irrevocably instructed to advise future
amendment(s) of the Letter of Credit to the transferee without our consent
or notice to us.  Enclosed
are the original Letter of Credit and the original of all amendments to this
date. Please notify the transferee of this transfer and of the terms and
conditions of the Letter of Credit as transferred. This transfer will not
become effective until the transferee is so notified.  Very truly yours,[insert
  name of transferor]By:Name:Title:    [CORPORATE
  NOTARY PAGE ATTACHED]   10/31/01 CA MTIN
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  E-3


STATE OF
CALIFORNIA              ) ) COUNTY OF )ss:  On __________________, 200_, before me,___________________________,
Notary Public, personally appeared ______________________________, who proved
to me on the basis of satisfactory evidence to be the person whose name is
subscribed to the instrument and acknowledged to me that he/she executed the
same in his/her authorized capacity, and that by his/her signature on the
instrument the person, or the entity upon behalf of which the person acted,
executed the instrument.  I certify under PENALTY
OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.  WITNESS my hand and
official seal.  Notary Public   end format   Agreed to and accepted by:  APPLICANT    10/31/01 CA MTIN
  Revised 9/09/05
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  E-4


EXHIBIT F  INTENTIONALLY OMITTED  attached to and made a part of the Lease bearing
the Lease Reference Date of December 5, 2008
between SFERS REAL ESTATE CORP. U, a Delaware corporation,
as Landlord and CONCEPTUS, INC., a Delaware corporation, as Tenant  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]      10/31/01 CA MTIN
  Revised 9/09/05
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  F-1


EXHIBIT G 
APPROVED HAZARDOUS MATERIALS  attached to
and made a part of the Lease bearing the Lease
Reference Date of December 5, 2008 between SFERS REAL
ESTATE CORP. U, a Delaware corporation, as Landlord and CONCEPTUS,
INC., a Delaware corporation, as Tenant   Chemical Name
  Conceptus Part NumberIsopropyl Alcohol 100%
  100041Isopropyl Alcohol 70%
  100177Alconox Detergent
  100762Hydrophilic Coating
  Solution
  101481Cross Linker
  Hydrophilic
  101482Neutralizer Kester
  #5760
  100763Flux #2
  E2114Sulfamic Acid
  100809Neutralizer  NaHC03
  100932TriSodium Phosphate
  100964Hydrogen Peroxide
  100810Loctite UV Cure 3211
  101338Loctite LiteCure 3321
  101334   Revision
  
  
  
  ReleaseLevel
  
  ECO#
  
  Date
  
  Originators Name
  
  Change RequestA
  
  7701
  
  05/16/07
  
  M. Margone
  
  Initial ReleaseB
  
  7707
  
  06/06/07
  
  M. Margone
  
  Add part number for 100% Isopropyl Alcohol and add
  new part numbers for Hydrophilic Coating Solution and Cross Linker
  Hydrophilic   10/31/01 CA MTIN
  Revised 9/09/05
  586764.v1: 028481/048
  
  G-1


EXHIBIT H  FORM OF
LANDLORD CONSENT TO SUBLEASE  attached to
and made a part of the Lease bearing the Lease
Reference Date of December 5, 2008 between SFERS REAL
ESTATE CORP. U, a Delaware corporation, as Landlord and CONCEPTUS,
INC., a Delaware corporation, as Tenant  LANDLORD CONSENT TO SUBLEASE  THIS LANDLORD CONSENT TO
SUBLEASE (Consent Agreement) is entered into as of ,
,
by and among (Landlord),
(Sublandlord), and 
(Subtenant).  RECITALS:  A.Landlord, as landlord, and Sublandlord, as tenant, are parties to that
certain lease agreement dated ,
(as the same may have been amended, the Lease) pursuant to which Landlord has
leased to Sublandlord certain premises containing approximately rentable
square feet (the Premises) of the building commonly known as located at (the
Building).  B.Sublandlord and Subtenant have entered into
(or are about to enter into) that certain sublease agreement dated as of attached
hereto as Exhibit A (the Sublease) pursuant to which Sublandlord has
agreed to sublease to Subtenant certain premises described as follows: ,
California comprising rentable
square feet (the Sublet Premises) constituting all or a part of the Premises.  C.Sublandlord and Subtenant have requested
Landlords consent to the Sublease.  D.Landlord has agreed to give such consent upon
the terms and conditions contained in this Consent Agreement.  NOW THEREFORE, in consideration of the foregoing
preambles which by this reference are incorporated herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Landlord hereby consents to the Sublease subject to the following
terms and conditions, all of which are hereby acknowledged and agreed to by
Sublandlord and Subtenant:  1.Sublease Agreement. Sublandlord and Subtenant
hereby represent that a true and complete copy of the Sublease is attached
hereto and made a part hereof as Exhibit A, and Sublandlord and Subtenant
agree that the Sublease with respect to Landlord and/or the Sublet Premises
shall not be modified without Landlords prior written consent, which consent
shall not be unreasonably withheld.  2.Representations. Sublandlord hereby represents
and warrants that Sublandlord (i) has full power and authority to sublease
the Sublet Premises to Subtenant, (ii) has not transferred or conveyed its
interest in the Lease to any person or entity collaterally or otherwise, and (iii) has
full power and authority to enter into the Sublease and this Consent Agreement.
Subtenant hereby represents and warrants that Subtenant has full power and
authority to enter into the Sublease and this Consent Agreement.  3.Indemnity and Insurance. Subtenant hereby
assumes, with respect to Landlord, all of the indemnity and insurance
obligations of the Sublandlord under the Lease with respect to the Sublet
Premises, provided that the foregoing shall not be construed as relieving or
releasing Sublandlord from any such obligations. Notwithstanding the foregoing,
to the extent the same is legally permissable, Sublandlord may satisfy such
insurance obligation for itself and on behalf of Subtenant.  4.No Release. Nothing contained in the Sublease
or this Consent Agreement shall be construed as relieving or releasing
Sublandlord from any of its obligations under the Lease, it being expressly
understood and agreed that Sublandlord shall remain liable for such obligations
notwithstanding anything contained in the Sublease or this Consent Agreement or
any subsequent assignment(s), sublease(s) or transfer(s) of the
interest of the tenant under the Lease. Sublandlord shall be responsible for
the collection of all rent due it from Subtenant, and for the performance of
all the other terms and conditions of the Sublease, it being understood that
Landlord is not a party to the Sublease and, notwithstanding anything to the
contrary contained in the Sublease, is not bound by any terms, provisions,
representations or warranties 10/31/01 CA MTIN
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  H-1


contained
in the Sublease and is not obligated to Sublandlord or Subtenant for any of the
duties and obligations contained therein.  5.Administrative Fee. Upon Sublandlords
execution and delivery of this Consent Agreement, Sublandlord shall pay to
Landlord the sum of $
in consideration for Landlords review of the Sublease and the preparation and
delivery of this Consent Agreement and shall deliver such amount to Landlord concurrent
with Sublandlords delivery of the executed Consent Agreement.  6.No Transfer. Subtenant shall not further
sublease the Sublet Premises, assign its interest as the Subtenant under the
Sublease or otherwise transfer its interest in the Sublet Premises or the
Sublease to any person or entity without the written consent of Landlord, which
consent Landlord shall not unreasonably withhold.  7.Lease. The parties agree that the Sublease is
subject and subordinate to the terms of the Lease, and all terms of the Lease,
other than Sublandlords obligation to pay Monthly Installments of Rent, are
incorporated into the Sublease. In no event shall the Sublease or this Consent
Agreement be construed as granting or conferring upon the Sublandlord or the
Subtenant any greater rights than those contained in the Lease nor shall there
be any diminution of the rights and privileges of the Landlord under the Lease,
nor shall the Lease be deemed modified in any respect. Without limiting the
scope of the preceding sentence, any construction or alterations performed in
or to the Sublet Premises shall be performed with Landlords prior written
approval and in accordance with the terms and conditions of the Lease. It is
hereby acknowledged and agreed that any provisions in the Sublease which limit
the manner in which Sublandlord may amend the Lease are binding only upon
Sublandlord and Subtenant as between such parties. Landlord shall not be bound
in any manner by such provisions and may rely upon Sublandlords execution of any
agreements amending or terminating the Lease subsequent to the date hereof
notwithstanding any contrary provisions in the Sublease.  8.Parking and Services. Any parking rights
granted to Subtenant pursuant to the Sublease shall be satisfied out of the
parking rights, if any, granted to Sublandlord under the Lease. Sublandlord
hereby authorizes Subtenant, as agent for Sublandlord, to obtain services and
materials for or related to the Sublet Premises, and Sublandlord agrees to pay
for such services and materials as additional Rent under the Lease upon written
demand from Landlord. However, as a convenience to Sublandlord, Landlord may
bill Subtenant directly for such services and materials, or any portion
thereof, in which event Subtenant shall pay for the services and materials so
billed upon written demand, provided that such billing shall not relieve
Sublandlord from its primary obligation to pay for such services and materials.  9.Attornment. If the Lease or Sublandlords
right to possession thereunder terminates for any reason prior to expiration of
the Sublease, Subtenant agrees, at the written election of Landlord, to attorn
to Landlord upon the then executory terms and conditions of the Sublease for
the remainder of the term of the Sublease. In the event of any such election by
Landlord, Landlord will not be (a) liable for any rent paid by Subtenant
to Sublandlord more than one month in advance, or any security deposit paid by
Subtenant to Sublandlord, unless same has been transferred to Landlord by
Sublandlord; (b) liable for any act or omission of Sublandlord under the
Lease, Sublease or any other agreement between Sublandlord and Subtenant or for
any default of Sublandlord under any such documents which occurred prior to the
effective date of the attornment; (c) subject to any defenses or offsets
that Subtenant may have against Sublandlord which arose prior to the effective
date of the attornment; (d) bound by any changes or modifications made to
the Sublease without the written consent of Landlord, (e) obligated in any
manner with respect to the transfer, delivery, use or condition of any
furniture, equipment or other personal property in the Sublet Premises which
Sublandord agreed would be transferred to Subtenant or which Sublandlord agreed
could be used by the Subtenant during the term of the Sublease, or (f) liable
for the payment of any improvement allowance, or any other payment, credit,
offset or amount due from Sublandlord to Subtenant under the Sublease. If
Landlord does not elect to have Subtenant attorn to Landlord as described
above, the Sublease and all rights of Subtenant in the Sublet Premises shall
terminate upon the date of termination of the Lease or Sublandlords right to
possession thereunder. The terms of this Section 9 supercede any contrary
provisions in the Sublease.  10.Payments Under the Sublease. If at any time Sublandlord is in default
under the terms of the Lease, Landlord shall have the right to contact
Subtenant and require Subtenant to pay all rent due under the Sublease directly
to Landlord until such time as Sublandlord has cured such default. Subtenant
agrees to pay such sums directly to Landlord if requested by Landlord, and
Sublandlord agrees that any such sums paid by Subtenant shall be deemed applied
against any sums owed by Subtenant under the Sublease. Any such sums received
by Landlord from Subtenant shall be received by Landlord on behalf of
Sublandlord and shall be applied by Landlord to any sums past due under the
Lease, in such order of priority as required under the Lease or, if the Lease
is silent in such regard, then in such order of priority as Landlord deems
appropriate. The receipt of such funds by Landlord shall in no manner be deemed
to create a direct lease or sublease between Landlord and Subtenant. If
Subtenant fails to deliver its Sublease payments directly to Landlord as
required herein following receipt of written notice from Landlord as described
above, then Landlord shall have the right to remove any signage of 10/31/01 CA MTIN
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Subtenant,
at Subtenants cost, located outside the Premises or in the Building lobby or
elsewhere in the Building and to pursue any other rights or remedies available
to Landlord at law or in equity.  11.Excess Rent. If Landlord is entitled to any
excess rent from Sublandlord pursuant to the terms of the Lease, then, in
addition to all rent otherwise payable by Sublandlord to Landlord under the
Lease, Sublandlord shall also pay to Landlord the portion of the excess rent to
which Landlord is entitled under the Lease, in the manner described in the
Lease. Landlords failure to bill Sublandlord for, or to otherwise collect,
such sums shall in no manner be deemed a waiver by Landlord of its right to
collect such sums in accordance with the Lease.  12.Sublandlord Notice Address. If Sublandlord is
subleasing the entire Premises or otherwise vacating the Premises,
Sublandlords new address for notices to Sublandlord under the Lease shall be
as follows:  ; and if no address is filled in at the
preceding blank (or if a post office box address is used for the preceding
blank), then Landlord may continue to send notices to Sublandlord at the
address(es) provided in, and in accordance with the terms of, the Lease.  13.Authority. Each signatory of this Consent
Agreement represents hereby that he or she has the authority to execute and
deliver the same on behalf of the party hereto for which such signatory is
acting.  14.Limitation Of Landlords Liability. Redress
for any claim against Landlord under this Consent Agreement shall be limited to
and enforceable only against and to the extent of Landlords interest in the building
of which the Sublet Premises is a part. The obligations of Landlord under this
Consent Agreement, if any, are not intended to be and shall not be personally
binding on, nor shall any resort be had to the private properties of, any of
its or its investment managers trustees, directors, officers, partners,
beneficiaries, members, stockholders, employees, or agents, and in no case
shall Landlord be liable to Sublandlord and/or Subtenant hereunder for any lost
profits, damage to business, or any form of special, indirect or consequential
damages.  IN WITNESS WHEREOF, Landlord,
Sublandlord and Subtenant have executed this Consent Agreement as of the date
set forth above.   LANDLORD:______________________________________________________________________________________By:        
  RREEF Management Company, a Delaware corporation,
  its Property ManagerBy:      _________________________________Name: _________________Title:
     District Manager    10/31/01 CA MTIN
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EXHIBIT I  FORM OF
SUBORDINATION, NON-DISTURBANCE
AND ATTORNMENT AGREEMENT  attached to
and made a part of the Lease bearing the Lease
Reference Date of December 5, 2008 between SFERS REAL
ESTATE CORP. U, a Delaware corporation, as Landlord and CONCEPTUS,
INC., a Delaware corporation, as Tenant  SUBORDINATION,
NON-DISTURBANCE
AND ATTORNMENT AGREEMENT  This SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT
AGREEMENT (Agreement) is entered into as of this ___day of November,
2008, by and among CONCEPTUS INCORPORATED, a _________ corporation (Tenant),
SUMITOMO MITSUI BANKING CORPORATION (Agent) and SFERS REAL ESTATE
CORP. U (Landlord).  A.Pursuant to a lease dated ____________, 2008
(the Lease) between Landlord and Tenant, Tenant is a tenant of a certain
building (the Building) on that certain real property described on Exhibit A
annexed hereto located in Mountain View, State of California (the Land).
Borrowers interest in the Building and the Land shall be referred to herein as
Property). The Property is part of a larger complex (Complex)
known as the Mountain View Corporate Center.  B.Agent is Administrative Agent on behalf of
Lenders party to a Loan Agreement dated as of November 1, 2002 (the Loan
Agreement) with respect to, among other things, making a Loan to Landlord
in the amount of $28,000,000.00 with interest thereon, evidenced by a certain
Promissory Note secured by, among other things, a Mortgage, Assignment of
Leases and Security Agreement (the Mortgage) constituting a valid lien
upon the Property, and secured by an Assignment of Landlords interest in the
Lease as more particularly set forth in a certain Assignment of Leases and
Rents.  C.As a condition precedent to obtaining the
Loan, Agent has required that Landlord and Tenant make certain agreements with
Agent with respect to the Lease for the benefit of the Lenders party to the
Loan Agreement.  NOW,
THEREFORE, in consideration of the foregoing facts and mutual covenants
contained herein, the parties hereto do hereby agree as follows:  1.Assignment. Tenant hereby acknowledges and agrees that it has notice that the
Lease and the rent and all other sums due thereunder have been assigned or are
to be assigned to Agent as security for the obligations secured by the Mortgage
and consents to such assignment. In the event Agent gives written notice to
Tenant of the occurrence of an Event of Default under the Mortgage and demands
that Tenant pay its sums due under the Lease directly to Agent, Tenant shall
honor such demand and pay such sums due under the Lease directly to Agent or as
otherwise directed pursuant to such notice. In complying with these provisions,
Tenant shall be entitled to rely solely upon the notices given by Agent and
Landlord hereby permits said direct payments to be made and further agrees to
indemnify and hold Tenant harmless from and against any and all loss, claim,
damage or liability arising out of Tenants compliance with such notice. Tenant
shall be entitled to full credit under the Lease for any rents paid to Agent in
accordance with the provisions of this Paragraph to the same extent as if such
rents were paid directly to Landlord.  2.Subordination. Subject to the terms hereof and by its
execution hereof Tenant acknowledges that the Mortgage in favor of Agent, and
any renewals, modifications, consolidations, replacements and extensions
thereof shall remain a lien on the Property until such time when fully paid or
otherwise disposed of pursuant to the terms thereof prior and superior to the
Lease (including specifically, without limitation, any option to
purchase or rights of first refusal affecting the Property, or any portion
thereof contained therein), the leasehold estate created thereby and Tenants
right, title and interest in the Property as if the Mortgage had been executed,
delivered and duly recorded in the appropriate land records prior to the
execution and delivery of the Lease.  3.Attornment. If the interest of Landlord in the Property and under the Lease shall
be acquired by Agent by reason of foreclosure of the Mortgage or any other act
or proceeding(s) made or brought to enforce the rights of the Agent,
including, but not limited to, by deed in lieu of foreclosure or as a
result of any other means, then the Lease and all terms therein, and the rights
of Tenant thereunder, shall continue in full force and effect and shall not be
altered, terminated, or disturbed, except in accordance with the terms of the
Lease, and Tenant shall be bound to Agent and Agent shall be bound to  10/31/01 CA MTIN
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Tenant, subject to the terms hereof under all of the
terms, covenants and conditions of the Lease for the balance of the terms, and
any renewals thereof with the same force and effect as if the Agent were the
Landlord under the Lease. In the event Agent acquires the interest of Landlord,
Tenant hereby agrees to attorn to Agent as his landlord, said attornment to be
effective and self-operative without the execution of any other instruments on
the part of either party hereto, immediately upon Agent succeeding to the
interest of Landlord under the Lease with written notice of same being
delivered to Tenant. Upon receipt by Tenant of said written notice from Agent
that Agent has succeeded to the interest of Landlord under the Lease, Tenant
will make all payments of monetary obligations due by Tenant under the Lease at
the address provided by Agent in the notice. Tenant agrees, however, upon the
election of and written demand by Agent within sixty (60) days after Agent
receives title to Property, to execute an instrument in confirmation of the
foregoing provisions, satisfactory to Agent and Tenant, in which Tenant shall
acknowledge this agreement to attorn which shall set forth the terms and
conditions hereof and shall not be deemed or construed, in any way, as
expanding or modifying Tenants obligations as tenant under the Lease, except
where specifically set forth herein.  4.Nondisturbance. If it becomes necessary to foreclose the
Mortgage, Agent will not terminate the Lease nor join Tenant in summary or foreclosure proceedings so long as Tenant is
not in default under any of the terms, covenants or conditions of said Lease
beyond applicable grace periods after notice thereof or if in default, the same
shall be cured. If Agent shall succeed to the interests of Landlord under the
Lease, Agent shall be bound to the Tenant under all of the terms, covenant and
conditions of the Lease, and Agent agrees to recognize Tenant and further
agrees that Tenant shall not be disturbed in its possession or use, of the
Property, said nondisturbance to be effective and self-operative without the
execution of any other instrument(s) on the part of either party hereto,
immediately upon Agent succeeding to the interest of Landlord under the Lease,
of the Property for any reason other than one which would entitle Landlord to
terminate the lease under its terms or would cause, without any further action
by Landlord, the termination of the Lease or would entitle Landlord to
dispossess Tenant from the Property. Tenant shall, from and after Agents
succession to the interests of Landlord under the Lease, have the same remedies
against Agent for the breach of any provision contained in the Lease that Tenant
might have had under the Lease against Landlord if Agent had not succeeded to
the interests of Landlord under the Lease, provided further, however, that
Agent except as expressly set forth in the Lease shall not be:  a.personally liable for any acts or omissions of
any prior landlord (including, but not limited to, Landlord); or  b.subject to any offsets or defenses which
Tenant may have against any prior landlord (including, but not limited to,
Landlord); or  c.liable for any consequential damages attributable
to any acts or omissions of any prior landlord (including, but not limited to,
Landlord); or  d.obligated to give Tenant a credit for or
acknowledge any rent or any other sums not delivered to Agent which Tenant has
paid to Landlord in excess of the rent due under the Lease at the time Agent
gave Tenant notice of its succession to the Landlords interest; provided
however, that Agent shall be bound by any estimated monthly payments on account
of additional rent which Tenant is required to pay to any holder of Landlords
interest under the Lease in accordance with the provisions of the Lease; or  e.liable for the repayment of any monies paid by
Tenant under the Lease except that Agent as a successor to Landlord shall be
liable for the repayment of a security deposit if payable to Tenant and
Landlord fails to pay even if Agent as successor to Landlord has not received
the security deposit; or  f.obligated to commence or complete any
construction or contribute toward construction or installation of any
improvements required under the Lease, or expand or rehabilitate existing
improvements thereon, or restore improvements following any casualty not
required to be insured under the Lease or pay the costs of any restoration in
excess of the proceeds recovered under any insurance required to be carried
under the Lease, provided however that: (i) Agent shall cause to be
applied to restoration required under the Lease all proceeds of casualty
insurance received by or under the control of Agent and (ii) nothing
herein shall relieve agent from its obligation to fund the balance of Allowance
or the Additional Allowance, to the extent that the same have not been fully
funded by the Landlord prior to the time that Agent succeeds Landlord as the
holder of Landlords interest under the Lease; or  g.liable for any damages or other relief
attributable to any latent or patent defects in construction; or  10/31/01 CA MTIN
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h.liable for any costs or expenses related to
any indemnification provided by any prior landlord (including, but not limited to, Landlord) with
respect to the presence or clean-up of any hazardous substances or materials
in, on, under or about the leased premises; or  i.obligated to enforce any restriction on
competition beyond the Building or  j.bound by any amendment or modification of the
Lease made without its consent and knowledge, which consent shall not be unreasonably withheld, and which consent
shall not be required with respect to amendments which ratify the exercise by
Tenant of its rights under the Lease (e.g. the exercise of Tenants renewal
option).  Additionally, in such event, Tenant shall be bound to Agent, and Agent
shall be bound to Tenant, subject to the terms hereof under all of the terms,
covenants and conditions of the Lease, and Agent and Tenant shall, from and
after Agents succession to the interest of Landlord under the Lease, have the
same remedies against each other for the breach of any provision contained in
the Lease that they might have had under the Lease against each other if Agent
were the original Landlord under the Lease.  5.Limitations on Liability. Neither this Agreement, the Assignment, nor
anything to the contrary in the Lease shall, prior to the date (Succession
Date) which is the earlier to occur of: (i) the date that Agent first
takes title to the Property, or (ii) the date that Agent first takes
possession of the Property, operate to give rise to or create any
responsibility or liability for the control, care, management or repair of the
Property upon Agent, or impose responsibility for the carrying out by Agent of
any of the covenants, terms and conditions of the Lease, or constitute Agent a mortgagee
in possession, nor shall said instrument operate to make Agent responsible or
liable for any waste committed on the Property by any person whatsoever, or for
any dangerous or defective condition of the Property, or for any negligence in
the management, upkeep, repair or control of the Property resulting in loss,
injury or death to any tenant, licensee, invoice, guest, employee, agent or
stranger unless Agent becomes Landlord. In the event Agent becomes substitute
landlord, Agent may assign its interest as substitute landlord without notice
to, the consent of or the assumption of any liability to any other party
hereto, so long as Landlords obligations under the Lease and this Agreement,
are fully assumed by said Assignee, who shall be deemed by Agent to be a commercially
reasonable Assignee, provided however that Agent as successor Landlord shall be
responsible for the performance of continuing obligations of Landlord existing
after such acquisition.  Anything
herein or in the Lease to the contrary notwithstanding, in the event that Agent
shall acquire title to the leased premises, Agent shall have no obligation, nor
incur any liability beyond the then-existing interest, if any, of Agent in the
Complex and Tenant shall look exclusively to such interest of Agent in the
Complex for the payment and discharge of any obligations imposed upon Agent
hereunder or under the Lease, and Agent is hereby released and relieved of any
other liability hereunder and under the Lease. As regards Agent, Tenant shall
look solely to the estate or interest owned by Agent in the Complex and Tenant
will not collect or attempt to collect any judgment out of any other assets of
Agent. By executing this Agreement, Landlord specifically acknowledges and
agrees that nothing contained in this Section shall impair, limit, affect,
lessen, abrogate or otherwise modify the obligations of Landlord to Tenant
under the Lease. Agents interest (as such term is used herein) in the leased
premises shall include Agents equity in the Complex, rents, protests and
issues from the leased premises and proceeds from casualty or condemnation
affecting the Complex.  6.Warranties and Representations. Tenant hereby warrants, represents,
covenants and agrees to and with Agent:  a.not to alter or modify the Lease except as provided in Section 4(j) hereof,
or cancel, terminate or surrender Lease, except as provided therein or herein;  b.after the date hereof (except as otherwise expressly provided in the
Lease), not to enter into any agreement with Landlord, its successors or
assigns, which grants any concession with respect to the Lease or which reduces
the rent called for thereunder without the express written consent of Agent;  c.after the date hereof (except as otherwise expressly provided in the
Lease), not to create any offset or claims against rents, or prepay rent more
than thirty (30) days in advance;  d.that Tenant is now lessee of the leasehold estate created by the Lease
and shall not hereafter assign the Lease except as permitted by the terms of
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e.to promptly certify in writing to Agent, in
connection with any proposed assignment of the Mortgage, whether or not, to the
knowledge of Tenant, any default on the part of Landlord is claimed to exist
under the Lease, and what any such claimed default factually involves; and  f.not to voluntarily subordinate the Lease to
any other lien or encumbrance without Agents prior written consent (except as
otherwise expressly provided in the Lease).  7.No Waiver. Notwithstanding any other provision of this Agreement, where Agent
acquires Landlords interest in and possession of the Premises and a Landlord
default has occurred and is continuing, Tenant shall not be considered as
having waived its rights to require that Agent remedy such default it the
Landlord default continues after the Succession Date. In that case, Agent
shall have no liability for Landlords default as it applies to the period before
the Succession Date, but shall be liable for any failure to cure such
continuing default thereafter, provided only that Agent receives the benefit of
any notice and cure period required by the Lease or hereunder. Without limiting
the foregoing, nothing herein shall relieve Agent of its obligation to perform
any maintenance or repairs required to be performed by Landlord after the
Succession Date based upon the fact that the need for such maintenance or
repairs first arose prior to the Succession Date.  8.Governing Law. This Agreement shall be governed by
and construed in accordance with the internal laws of the State of California.  9.Notice and Cure. In the event that Landlord shall default in
the performance or observance of any of the terms, conditions or agreement in
the Lease, Tenant shall give written notice thereof to Agent and Agent shall
have the right but not the obligation) to cure such default. Tenant further
agrees that if Landlord shall have failed to cure such default within the time
provided for in the Lease, then the Agent, provided such is not a failure to
provide Essential Services or access to the Premises for which Tenant
may exercise self-help, shall have an additional thirty (30) days within which
to cure such default or if such default cannot be cured within that time, then
such additional time as may be necessary to cure such default shall be granted
if within such thirty (30) days Agent has commenced and is diligently pursuing
the remedies necessary to cure such default (including, but not limited to,
commencement of foreclosure proceedings, if necessary to effect such cure), in
which event the Lease shall not be terminated while such remedies are being so
diligently pursued. Specifically preserved hereby are any rights Tenant may
have to cure in the event of an emergency, or otherwise, and to set-off and
deduct the cost of same from rent, as may be provided in the Lease; provided
prior written notice of the exercise of such rights is delivered to Agent, and
it is expressly understood by Lender that Agents permission is not, in any
way, required.  10.Binding Effect; Definitions. The provisions of this Agreement shall be
covenants running with the Property, and shall be binding upon and inure to the
benefit of the respective parties hereto and their respective heirs, legatees,
executors, administrators, beneficiaries, successors and assigns, including
without limitation (a) any person who shall obtain, directly or by
assignment or conveyance, any interest in the Mortgage, (b) any transferee;
or (c) any person who shall obtain any interest in the Property, whether
through foreclosure or otherwise. Furthermore, the provisions of this Agreement
shall be binding upon any guarantor of Tenants obligations under the Lease. As
used herein the term Tenant shall include Tenant, its successors and assigns;
the words foreclosures and foreclosure sale as used herein shall be deemed
to include the acquisition of Landlords estate in the Property by voluntary
deed (or assignment) in lieu of foreclosure; and the word Agent shall include
Agent herein specifically named in its capacity as Administrative Agent under
the Credit Agreement and any successor Administrative Agent thereunder, and
anyone who shall have succeeded to Landlords interest in the Property by,
through or under foreclosure of the Mortgage.  11.Entire Agreement. This Agreement shall be the whole and only
agreement between the parties hereto with regard to the subordination of the
Lease and leasehold interest of Tenant to the Mortgage in favor of Agent, and,
with respect to Agent and Tenant only, shall supersede and cancel any prior
agreements as to such, or any, subordination, including, but not limited to,
those provisions, if any, contained in the Lease, which provide for the subordination
of the lease and leasehold interest of Tenant to a deed or deeds of trust or to
a mortgage or mortgages to be thereafter executed, and shall not be modified or
amended except writing signed by all parties hereto.  12.Consideration. Tenant declares, agrees and acknowledges
that it intentionally and unconditionally waives, relinquishes and subordinates
the Lease and leasehold interest in favor of the lien of the Mortgage above
mentioned to the extent set forth in this Agreement, and, in consideration of
this waiver, relinquishment and subordination, specific loans and advances are
being and will be made and, as part and parcel thereof specific monetary and
other obligations are being and will be entered into which would not be made or
entered into but for said reliance upon this waiver, relinquishment and
subordination.  10/31/01 CA MTIN
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13.Invalidity or Unenforceability. If any term, covenants or condition of this
Agreement other than the effectiveness of the non-disturbance intention
is held to be invalid, illegal or unenforceable in any respect, this Agreement
shall be construed without such provision.  14.Number and Gender. The use of the neuter gender in this
Agreement shall be deemed to include any other gender, and, words in the
singular number shall be held to include the plural, when the sense
requires.  15.Notice. Any notice required or allowed by this Agreement shall be in writing
and shall be (i) hand-delivered, effective upon receipt, or (ii) sent
by United States Express Mail or by private overnight courier, effective upon
receipt, or (iii) served by certified mail, postage prepaid, return
receipt requested, deemed effective on the day of actual delivery as shown by
the addressees return receipt or the expiration of three (3) business
days after the date of mailing, whichever is the earlier in time; addressed to
the party intended to receive the same at the address set forth below:  If to Tenant:  Conceptus Incorporated 331 East Evelyn Avenue Mountain View, California 94041  If to Landlord:  SFERS Real Estate Corp. U 1310 Tully Road, Suite 110 San Jose, California 95122  If to Agent:  Sumitomo Mitsui Banking Corporation 277 Park Avenue New York, New York 10172  The
parties may, by written notice to the others, designate a different mailing
address for notices.  IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
above written.  AGENT:
  SUMITOMO
  MITSUI BANKINGCORPORATION,
  as Administrative AgentDate:By:Name:Title:  TENANT:
  CONCEPTUS
  INCORPORATED, aDelaware
  corporationDate:By:Name:Title:  LANDLORD:
  SFERS
  REAL ESTATE CORP. UBy:
  RREEF
  MANAGEMENT COMPANY, aDate:
  
  
  
  Delaware
  corporation, its Authorized AgentBy:Date:Title:  10/31/01 CA MTIN
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STATE
OF NEW YORK  , ss
  
  ,
  2008  Then personally appeared the above-named __________________________ of SUMITOMO MITSUI BANKING CORPORATION, and
acknowledged the foregoing instrument to be the free act and deed of such
corporation, before me.  Notary
  PublicMy
  commission expires:   STATE
  OF CALIFORNIA
  ))              ss.COUNTY
  OF
  
  )  On ___________, 2008, before me,
__________________________________, Notary Public, personally appeared
____________________________________, who proved to me on the basis of
satisfactory evidence to be the person(s) whose name(s) is/are subscribed
to the within instrument and acknowledged to me that he/she/they executed the
same in his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s), or the entity upon behalf of
which the person(s) acted, executed the instrument.  I
certify under PENALTY OF PERJURY under the laws of the State of California that
the foregoing paragraph is true and correct.  WITNESS my hand and official seal. Signature   STATE
  OF CALIFORNIA
  ))                ss.COUNTY
  OF
  
  )  On ____________, 2008, before me,
_________________________________, Notary Public, personally appeared
___________________________________, who proved to me on the basis of
satisfactory evidence to be the person(s) whose name(s) is/are subscribed
to the within instrument and acknowledged to me that he/she/they executed the
same in his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s), or the entity upon behalf of
which the person(s) acted, executed the instrument.  I
certify under PENALTY OF PERJURY under the laws of the State of California that
the foregoing paragraph is true and correct.  WITNESS
my hand and official seal. Signature  10/31/01 CA MTIN
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