Lease Agreement




	





LEASE AGREEMENT




Between



AETNA LIFE INSURANCE
COMPANY,



as Landlord,




and



Tanisys Technology,
Inc.



as Tenant,




Covering approximately
14,846 gross square feet
of the Building known as



McNeil #3




located at




12201 Technology Blvd.

Suites 120 & 125





AUSTIN, TEXAS, 78727.

















	








STANDARD INDUSTRIAL LEASE AGREEMENT

TRAMMELL CROW COMPANY - (AUS/91) 



Approximately 14,846
gross square feet
12201 Technology Blvd., Suites 




120 & 125



Austin, Texas 78727

(McNeil #3)




LEASE AGREEMENT 



THIS LEASE AGREEMENT is
made and entered into by and between Aetna Life Insurance Company,
hereinafter referred to as “Landlord,” and, Tanisys Technology,
Inc. hereinafter referred to as “Tenant.” 



1. PREMISES AND TERM. In
consideration of the mutual obligations of Landlord and Tenant set forth herein,
Landlord leases to Tenant, and Tenant hereby takes from Landlord, certain leased
premises situated within the County of Travis, State of Texas, as more
particularly described on EXHIBIT “A” attached hereto and incorporated
herein by reference (the “Premises”), to have and to hold, subject to
the terms, covenants and conditions in this Lease. The term of this Lease shall
commence on the Commencement Date hereinafter set forth and shall end on the
last day of the month that is thirty-six (36) months after the
Commencement Date. 



     A.
Existing Building and Improvements. If no material improvements are to be
constructed to the Premises, the “Commencement Date” shall be April
24, 2000. In such event, Tenant acknowledges that (i) it has inspected and
accepts the Premises in its “as is” condition, (ii) the buildings and
improvements comprising the same are suitable for the purpose for which the
Premises are leased, (iii) the Premises are in good and satisfactory condition,
and (iv) no representations as to the repair of the Premises nor promises to
alter, remodel or improve the Premises have been made by Landlord (unless
otherwise expressly set forth in this Lease). 



2.
BASE RENT, SECURITY DEPOSIT AND ESCROW DEPOSITS. 



A. Base Rent. Tenant agrees to pay
Landlord rent for the Premises, in advance, without demand, deduction or set off, at the
rate of 










	

	Term	 	Base Rental Rate
PSF/Mo.	Total Monthly Base Rent
	

	    April 24, 2000 - August 15, 2000	 	$0.655	 	$9,724.13	 
	

	    August 16, 2000 - April 30, 2003	 	$0.850	 	$12,619.10	 
	








	


per month during the term
hereof. One such monthly installment, plus the other monthly charges set forth
in Paragraph 2C below, shall be due and payable on the date hereof, and a like
monthly installment shall be due and payable on or before the first day of each
calendar month succeeding the Commencement Date, except that all payments due
hereunder for any fractional calendar month shall be prorated. 



     B.
Security Deposit. In addition, Tenant agrees to deposit with Landlord on
the date hereof the sum of Four Thousand Seven Hundred Seventy Three and
60/100 Dollars ($4,773.60) which shall be held by Landlord, without
obligation for interest, as security for the performance of Tenant’s
obligations under this Lease (the “Security Deposit”), it being
expressly understood and agreed that the Security Deposit is not an advance
rental deposit or a measure of Landlord’s damages in case of Tenant’s
default. Upon occurrence of an Event of Default, Landlord may use all or part of
the Security Deposit to pay past due rent or other payments due Landlord under
this Lease or the cost of any other damage, injury, expense or liability caused
by such Event of Default, without prejudice to any other remedy provided herein
or provided by law. On demand, Tenant shall pay Landlord the amount that will
restore the Security Deposit to its original amount. The Security Deposit shall
be deemed the property of Landlord, but any remaining balance of the Security
Deposit shall be returned by Landlord to Tenant when all of Tenant’s
present and future obligations under this Lease have been fulfilled. 



     C.
Escrow Deposits. Without limiting in any way Tenant’s other
obligations under this Lease, Tenant agrees to pay to Landlord its Proportionate
Share (as defined in this Paragraph 2C below) of (i) Taxes (hereinafter defined)
payable by Landlord pursuant to Paragraph 3A below, and the cost of any tax
consultant to assist Landlord in determining the fair tax valuation of the
building and land (ii) the cost of utilities payable by Landlord pursuant to
Paragraph 8 below, (iii) Landlord’s cost of maintaining any insurance or
insurance related expense applicable to the Building and Landlord’s
personal property used in connection therewith including, but not limited to,
insurance pursuant to Paragraph 9A below, and (iv) Landlord’s cost of
maintaining the Premises which include but are not limited to (a) maintenance
and repairs, (b) landscaping, (c) common area utilities, (d) water and sewer,
(e) roof repairs, (f) management fees, (g) exterior painting, and (h) parking
lot maintenance and repairs (collectively , the “Tenant Costs”).
Escrow deposits shall not include the following expenses: (a) any costs for
interest, amortization, or other payments on loans to Landlord; (b) expenses
incurred in leasing or procurring tenants, (c) legal expenses other than those
incurred for the general benefit of the Building’s tenants, (d) allowances,
concessions, and other costs of renovating or otherwise improving space for
occupants of the Building or vacant space in the Building, (e) rents under
ground leases, and (f) costs incurred in selling, syndicating, financing,
mortgaging, or hypothecating any of Landlord’s interests in the Building.
During each month of the term of this Lease, on the same day that rent is due
hereunder, Tenant shall deposit in escrow with Landlord an amount equal to
one-twelfth (1/12) of the estimated amount of Tenant’s Proportionate Share
of the Tenant Costs. Tenant authorizes Landlord to use the funds deposited with
Landlord under this Paragraph 2C to pay such Tenant Costs. The initial monthly
escrow payments are based upon the estimated amounts for the year in question
and shall be increased or decreased annually to reflect the projected actual
amount of all Tenant Costs. If the Tenant’s total escrow deposits for any
calendar year are less than Tenant’s actual Proportionate Share of the
Tenant Costs for such calendar year, Tenant shall pay the difference to Landlord
within thirty (30) days after demand. If the total escrow deposits of Tenant for
any calendar year are more than Tenant’s actual Proportionate Share of the
Tenant Costs for such calendar year, Landlord shall retain such excess and
credit it against Tenant’s escrow deposits next maturing after such
determination. In the event the Premises constitute a portion of a multiple
occupancy building (the “Building”), Tenant’s “Proportionate
Share” with respect to the Building, as used in this Lease, shall mean a
fraction, the numerator of which is the gross rentable area contained in the
Premises and the denominator of which is the gross rentable area contained in
the entire Building. In the event the Premises or the Building is part of a
project or business park owned, managed or leased by Landlord or an affiliate of
Landlord (the “Project”), Tenant’s “Proportionate
Share” of the Project, as used in this Lease, shall mean a fraction, the
numerator of which is the gross rentable area contained in the Premises and the
denominator of which is the gross rentable area contained in all of the
buildings (including the Building) within the Project. 




3.
TAXES 



     A.
Real Property Taxes. Subject to reimbursement under Paragraph 2C herein,
Landlord agrees to pay all taxes, assessments and governmental charges of any
kind and nature (collectively referred to herein as “Taxes”) that
accrue against the Premises, the Building and/or the land of which the Premises
or the Building are a part. If at any time during the term of this Lease there
shall be levied, assessed or imposed on Landlord a capital levy or other tax
directly on the rents received therefrom and/or a franchise tax, assessment,
levy or charge measured by or based, in whole or in part, upon such rents from
the Premises and/or the land and improvements of which the Premises are a part,
then all such taxes, assessments, levies or charges, or the part thereof so
measured or based shall be deemed to be included within the term
“Taxes” for the purposes hereof. “Taxes” shall not include a
tax or levy based on net income unless an income tax is partially or fully
levied in lieu of real property taxes. 



Initial _____/RG/____
__/SMC/____ 
Date _______03/16/00 ____03/27/00 














	




2 













	





     B.
Personal Property Taxes. Tenant shall be liable for all taxes levied or
assessed against any personal property or fixtures placed in or on the Premises.
If any such taxes are levied or assessed against Landlord or Landlord’s
property and (i) Landlord pays the same or (ii) the assessed value of
Landlord’s property is increased by inclusion of such personal property and
fixtures and Landlord pays the increased taxes, then Tenant shall pay to
Landlord, upon demand, the amount of such taxes. 



4. LANDLORD’S REPAIRS
AND MAINTENANCE. Landlord, at its own cost and expense, shall maintain the
foundation and the structural soundness of the exterior walls of the Building in
good repair, reasonable wear and tear excluded. The term “walls” as
used herein shall not include windows, glass or plate glass, any doors, special
store fronts or office entries, and the term “foundation” as used
herein shall not include loading docks. Tenant shall immediately give Landlord
written notice of defect or need for repairs, after which Landlord shall have
reasonable opportunity to effect such repairs or cure such defect. 



5.  
TENANT’S REPAIRS. 



     A.
Maintenance of Premises and Appurtenances. Tenant, at its own cost and
expense, shall (i) maintain all parts of the interior of the Premises and
promptly make all necessary repairs and replacements to the interior of the
Premises (except those for which Landlord is expressly responsible hereunder),
and (ii) keep the parking areas, driveways and alleys surrounding the Premises
free of trash and debris from Tenant’s use. Tenant’s obligation to
maintain, repair and make replacements to the Premises shall cover, but not be
limited to, pest control (including termites), trash removal and the
maintenance, repair and replacement of all HVAC, electrical, plumbing, sprinkler
and other mechanical systems. 



     B.
Railroad Spur. Tenant agrees to maintain any spur track servicing the
Premises and to sign a joint maintenance agreement with the railroad company
servicing the Premises if requested by the railroad company. Landlord shall have
the right to coordinate all repairs and maintenance of any rail tracks serving
or intended to serve the Premises and, if Tenant uses such rail tracks, Tenant
shall reimburse Landlord from time to time, upon demand, for its Proportionate
Share of the costs of such repairs and maintenance and any other sums specified
in any agreement respecting such tracks to which Landlord is a party. 



     C.
Parking. Tenant and its employees, customers and licensees shall have the
right to use only its Proportionate Share (which is forty-six (46) parking
spaces) of any parking areas that have been designated for such use by Landlord
in writing, subject to (i) all rules and regulations promulgated by Landlord,
and (ii) rights of ingress and egress of other lessees. Landlord shall not be
responsible for enforcing Tenant’s parking rights against any third
parties, and Tenant expressly does not have the right to tow or obstruct
improperly parked vehicles. Tenant agrees not to park on any public streets or
private roadways adjacent to or in the vicinity of the Premises. 



     D.
System Maintenance. Landlord shall service HVAC equipment within thirty
(30) days of Tenant’s occupancy to ensure such HVAC equipment is in good
working order. Tenant, at its own cost and expense, shall enter into a regularly
scheduled preventive maintenance/service contract with a maintenance contractor
approved by Landlord for servicing all hot water, heating and air conditioning
systems and equipment within the Premises. The service contract must include the
replacement of filters on a regular basis and all services suggested by the
equipment manufacturer in its operations/maintenance manual and must become
effective within thirty (30) days of the date Tenant takes possession of the
Premises. 



     E.
Option to Maintain Premises. Provided that such activities do not
materially interfere with Tenant’s use of the Premises, Landlord reserves
the right to perform, in whole or in part and without notice to Tenant,
maintenance, repairs and replacements to the Premises, paving, common area,
landscape, exterior painting, common sewage line plumbing and any other items
that are otherwise Tenant’s obligations under this Paragraph 5, in which
event, Tenant shall be liable for its Proportionate Share of the cost and
expense of such repair, replacement, maintenance and other such items. 



6. ALTERATIONS. Tenant
shall not make any alterations, additions or improvements to the Premises
without the prior written consent of Landlord. Landlord shall not be required to
notify Tenant of whether it consents to any alteration, addition or improvement
until it (a) has received plans and specifications in a CAD disk format therefor
which are sufficiently detailed to allow construction of the work depicted
thereon to be performed in a good and workmanlike manner, and (b) has had a
reasonable opportunity to review them. If the alteration, addition or
improvement will affect the Building’s structure, HVAC system, or
mechanical, electrical, or plumbing systems, then the plans and specifications
therefor must be prepared by a licensed engineer reasonably acceptable to
Landlord and provided to Landlord in a CAD disk format. Landlord’s approval
of any plans and specifications shall not be a representation that the plans or
the work depicted thereon will comply with law or be adequate for any purpose,
but shall merely be Landlord’s consent to performance of the work. Upon
completion of any alteration, addition, or improvement, Tenant shall deliver to
Landlord accurate, reproducible as-built plans therefor in a CAD disk format.
Tenant may erect shelves, bins, machinery and trade fixtures provided that such
items (1) do not alter the basic character of the Premises or the Building; (2)
do not overload or damage the same; and (3) may be removed without damage to the
Premises. Unless Landlord specifies in writing otherwise, all alterations,
additions, and improvements shall be Landlord’s property when installed in
the Premises. All shelves, bins, machinery and trade fixtures installed by
Tenant shall be removed on or before the earlier to occur of the day of
termination or expiration of this Lease or vacating the Premises, at which time
Tenant shall restore the Premises to their original condition. All work
performed by a Tenant in the Premises (including that relating to the
installations, repair replacement, or removal of any item) shall be performed in
accordance with all applicable governmental laws, ordinances, regulations, and
with Landlord’s specifications and requirements, in a good and workmanlike
manner, and so as not to damage or alter the Building’s structure or the
Premises. Tenant shall be responsible for compliance with The Americans With
Disabilities Act of 1990. In connection with any such alteration, addition or
improvement, Tenant shall pay to Landlord an administration fee of five percent
(5%) of all costs incurred for such work. However, Tenant shall not have to pay
Landlord an administration fee for non-structural work costing less than
$10,000.00 



7. SIGNS. Any signage
Tenant desires for the Premises shall be subject to Landlord’s written
approval and shall be submitted to Landlord prior to the Commencement Date of
this Lease. Tenant shall repair, paint and/or replace the Building fascia
surface to which its signs are attached upon Tenant’s vacating the Premises
or the removal or alteration of its signage. Tenant shall not, without
Landlord’s prior written consent, (i) make any changes to the exterior of
the Premises, such as painting; (ii) install any exterior lights, decorations,
balloons, flags, pennants or banners; or (iii) erect or install any signs,
windows or door lettering, placards, decorations or advertising media of any
type which can be viewed from the exterior of the Premises. All signs,
decorations, advertising media, blinds, draperies and other window treatment or
bars or other security installations visible from outside the Premises shall
conform in all respects to the criteria established by Landlord or shall be
otherwise subject to Landlord’s prior written consent. 



8. UTILITIES. Landlord
agrees to provide normal water and electricity service to the Premises. Tenant
shall pay for all water, gas, heat, light, power, telephone, sewer, sprinkler
charges and other utilities and services used on or at the Premises, together
with any taxes, penalties, surcharges or the like pertaining to the
Tenant’s use of the Premises and any maintenance charges for utilities.
Landlord shall have the right to cause any of said services to be separately
metered to Tenant, at Tenant’s expense. Tenant shall pay its pro rata
share, of all charges for jointly metered utilities. Except for an interruption
or failure caused by Landlord’s gross negligence or willful misconduct,
Landlord shall not be liable for any interruption or failure of utility service
on the Premises, and Tenant shall have no rights or claims as a result of any
such failure. In the event water is not separately metered to Tenant, Tenant
agrees that it will not use water and sewer capacity for uses other than normal
domestic restroom and kitchen usage, and Tenant further agrees to reimburse
Landlord for the entire amount of common water and sewer costs as additional
rental if, in fact, Tenant uses water or sewer capacity for uses other than
normal domestic restroom and kitchen uses without first obtaining
Landlord’s written permission, including but not limited to the cost for
acquiring additional sewer capacity to service Tenant’s excess sewer use.
Furthermore, Tenant agrees in such event to install at its own expense a
submeter to determine Tenant’s usage. 




Initial _____/RG/____
__/SMC/____ 
Date _______03/16/00 ____03/27/00 















	




3 












	







9. INSURANCE. 



     A.
Landlord’s Insurance. Subject to reimbursement under Paragraph 2C
herein, Landlord shall maintain insurance covering the Building in an amount not
less than eighty percent (80%) of the “replacement cost” thereof,
insuring against the perils of fire, lightning, extended coverage, vandalism and
malicious mischief. 



     B.
Tenant’s Insurance. Tenant, at its own expense, shall maintain
during the term of this Lease a policy or policies of workers’ compensation
and comprehensive general liability insurance, including personal injury and
property damage, with contractual liability endorsement, in the amount of Five
Hundred Thousand Dollars ($500,000.00) for property damage and One Million
Dollars ($1,000,000.00) per occurrence and One Million Dollars ($1,000,000.00)
in the aggregate for personal injuries or deaths of persons occurring in or
about the Premises. Tenant, at its own expense, shall also maintain during the
term of this Lease fire and extended coverage insurance covering the replacement
cost of (i) all alterations, additions, partitions and improvements installed or
placed on the Premises by Tenant or by Landlord on behalf of Tenant; and (ii)
all of Tenant’s personal property contained within the Premises. Said
policies shall (i) name the Landlord and management company as additional
insured and insure Landlord’s and management company’s contingent
liability under or in connection with this Lease (except for the workers’
compensation policy, which instead shall include a waiver of subrogation
endorsement in favor of Landlord); (ii) be issued by an insurance company which
is acceptable to Landlord; and (iii) provide that said insurance shall not be
cancelled unless thirty (30) days prior written notice has been given to
Landlord. Said policy or policies or certificates thereof shall be delivered to
Landlord by Tenant on or before the Commencement Date and upon each renewal of
said insurance. 



     C.
Prohibited Uses. Tenant will not permit the Premises to be used for any
purpose or in any manner that would (i) void the insurance thereon, (ii)
increase the insurance risk or cost thereof, or (iii) cause the disallowance of
any sprinkler credits; including without limitation, use of the Premises for the
receipt, storage or handling of any product, material or merchandise that is
explosive or highly inflammable. If any increase in the cost of any insurance on
the Premises or the Building is caused by Tenant’s use of the Premises or
because Tenant vacates the Premises, then Tenant shall pay the amount of such
increase to Landlord upon demand therefor. 



10. FIRE AND CASUALTY DAMAGE. 



     A.
Total or Substantial Damage and Destruction. If the Premises or the
Building should be damaged or destroyed by fire or other peril, Tenant shall
immediately give written notice to Landlord of such damage or destruction. If
the Premises or the Building should be totally destroyed by any peril covered by
the insurance to be provided by Landlord under Paragraph 9A above, or if they
should be so damaged thereby that, in Landlord’s estimation, rebuilding or
repairs cannot be completed within one hundred eighty (180) days after the date
of such damage or after such completion there would not be enough time remaining
under the terms of this Lease to fully amortize such rebuilding or repairs, then
this Lease shall terminate and the rent shall be abated during the unexpired
portion of this Lease, effective upon the date of the occurrence of such damage. 



     B.
Partial Damage or Destruction. If the Premises or the Building should be
damaged by any peril covered by the insurance to be provided by Landlord under
Paragraph 9A above and, in Landlord’s estimation, rebuilding or repairs can
be substantially completed within one hundred eighty (180) days after the date
of such damage, then this Lease shall not terminate and Landlord shall
substantially restore the Premises to its previous condition, except that
Landlord shall not be required to rebuild, repair or replace any part of the
partitions, fixtures, additions and other improvements that may have been
constructed, erected or installed in or about the Premises for the benefit of,
by or for Tenant. 



     C.
Lienholders’ Rights in Proceeds. Notwithstanding anything herein to
the contrary, in the event the holder of any indebtedness secured by a mortgage
or deed of trust covering the Premises requires that the 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 known to Landlord by any such holder,
whereupon all rights and obligations hereunder shall cease and terminate. 



     D.
Waiver of Subrogation. Notwithstanding anything in this Lease to the
contrary, Landlord and Tenant hereby waive and release each other of and from
any and all rights of recovery, claims, actions or causes of action against each
other, or their respective agents, officers and employees, for any loss or
damage that may occur to the Premises, improvements to the Building or personal
property (Building contents) within the Building and/or Premises, for any reason
regardless of cause or origin. Each party to this Lease agrees immediately after
execution of this Lease to give written notice of the terms of the mutual
waivers contained in this subparagraph to each insurance company that has issued
to such party policies of fire and extended coverage insurance and to have the
insurance policies properly endorsed to provide that the carriers of such
policies waive all rights of recovery under subrogation or otherwise against the
other party. 



11. LIABILITY AND
INDEMNIFICATION. Except for any claims, rights of recovery and causes of action
that Landlord has released, Tenant shall hold Landlord harmless from and defend
Landlord against any and all claims or liability for any injury or damage (i) to
any person or property whatsoever occurring in, on or about the Premises or any
part thereof, the Building and/or other common areas, the use of which Tenant
may have in accordance with this Lease, if (and only if) such injury or damage
shall be caused in whole or in part by the act, neglect, fault or omission of
any duty by Tenant, its agents, servants, employees or invitees; (ii) arising
from the conduct or management of any work done by the Tenant in or about the
Premises; (iii) arising from transactions of the Tenant; and (iv) all costs,
counsel fees, expenses and liabilities incurred in connection with any such
claim or action or proceeding brought thereon. The provisions of this Paragraph
11 shall survive the expiration or termination of this Lease. Landlord shall not
be liable in any event for personal injury or loss of Tenant’s property
caused by fire, flood, water leaks, rain, hail, ice, snow, smoke, lightning,
wind, explosion, interruption of utilities or other occurrences. Landlord
strongly recommends that Tenant secure Tenant’s own insurance in excess of
the amounts required elsewhere in this Lease to protect against the above
occurrences if Tenant desires additional coverage for such risks. Tenant shall
give prompt notice to Landlord of any significant accidents involving injury to
persons or property. Furthermore, Landlord shall not be responsible for lost or
stolen personal property, equipment, money or jewelry from the Premises or from
the public areas of the Building or the Project, regardless of whether such loss
occurs when the area is locked against entry. Landlord shall not be liable to
Tenant or Tenant’s employees, customers or invitees for any damages or
losses to persons or property caused by any lessees in the Building or the
Project, or for any damages or losses caused by theft, burglary, assault,
vandalism or other crimes. Landlord strongly recommends that Tenant provide its
own security systems and services and secure Tenant’s own insurance in
excess of the amounts required elsewhere in this Lease to protect against the
above occurrences if Tenant desires additional protection or coverage for such
risks. Tenant shall give Landlord prompt notice of any criminal or suspicious
conduct within or about the Premises, the Building or the Project and/or any
personal injury or property damage caused thereby. Landlord may, but is not
obligated to, enter into agreements with third parties for the provision,
monitoring, maintenance and repair of any courtesy patrols or similar services
or fire protective systems and equipment and, to the extent same is provided at
Landlord’s sole discretion, Landlord shall not be liable to Tenant for any
damages, costs or expenses which occur for any reason in the event any such
system or equipment is not properly installed, monitored or maintained or any
such services are not properly provided. Landlord shall use reasonable diligence
in the maintenance of existing lighting, if any, in the parking garage or
parking areas servicing the Premises, and Landlord shall not be responsible for
additional lighting or any security measures in the Project, the Premises, the
parking garage or other parking areas. 




Initial _____/RG/____
__/SMC/____ 
Date _______03/16/00 ____03/27/00 














	




4 













	







12. USE. The Premises shall
be used only for the purpose of receiving, storing, shipping and selling (other
than retail) products, materials and merchandise made and/or distributed by
Tenant and for such other lawful purposes as may be directly incidental thereto.
Outside storage, including without limitation storage of trucks and other
vehicles, is prohibited without Landlord’s prior written consent. Tenant
shall comply with all governmental laws, ordinances and regulations applicable
to the use of the Premises and shall promptly comply with all governmental
orders and directives for the correction, prevention and abatement of nuisances
in, upon or connected with the Premises, all at Tenant’s sole expense.
Tenant shall not permit any objectionable or unpleasant odors, smoke, dust, gas,
noise or vibrations to emanate from the Premises, nor take any other action that
would constitute a nuisance or would disturb, unreasonably interfere with or
endanger Landlord or any other lessees of the Building or the Project. 



13. HAZARDOUS WASTE. The
term “Hazardous Substances,” as used in this Lease, shall mean
pollutants, contaminants, toxic or hazardous wastes, radioactive materials or
any other substances, the use and/or the removal of which is required or the use
of which is restricted, prohibited or penalized by any “Environmental
Law,” which term shall mean any federal, state or local statute, ordinance,
regulation or other law of a governmental or quasi-governmental authority
relating to pollution or protection of the environment or the regulation of the
storage or handling of Hazardous Substances. Tenant hereby agrees that: (i) no
activity will be conducted on the Premises that will produce any Hazardous
Substances, except for such activities that are part of the ordinary course of
Tenant’s business activities (the “Permitted Activities”),
provided said Permitted Activities are conducted in accordance with all
Environmental Laws and have been approved in advance in writing by Landlord and,
in connection therewith, Tenant shall be responsible for obtaining any required
permits or authorizations and paying any fees and providing any testing required
by any governmental agency; (ii) the Premises will not be used in any manner for
the storage of any Hazardous Substances, except for the temporary storage of
such materials that are used in the ordinary course of Tenant’s business
(the “Permitted Materials”), provided such Permitted Materials are
properly stored in a manner and location meeting all Environmental Laws and have
been approved in advance in writing by Landlord, and, in connection therewith,
Tenant shall be responsible for obtaining any required permits or authorizations
and paying any fees and providing any testing required by any governmental
agency; (iii) no portion of the Premises will be used as a landfill or a dump;
(iv) Tenant will not install any underground tanks of any type; (v) Tenant will
not allow any surface or subsurface conditions to exist or come into existence
that constitute, or with the passage of time may constitute, a public or private
nuisance; and (vi) Tenant will not permit any Hazardous Substances to be brought
onto the Premises, except for the Permitted Materials, and if so brought or
found located thereon, the same shall be immediately removed, with proper
disposal, and all required clean-up procedures shall be diligently undertaken by
Tenant at its sole cost pursuant to all Environmental Laws. Landlord and
Landlord’s representatives shall have the right but not the obligation to
enter the Premises for the purpose of inspecting the storage, use and disposal
of any Permitted Materials to ensure compliance with all Environmental Laws.
Should it be determined, in Landlord’s sole opinion, that any Permitted
Materials are being improperly stored, used or disposed of, then Tenant shall
immediately take such corrective action as requested by Landlord. Should Tenant
fail to take such corrective action within twenty-four (24) hours, Landlord
shall have the right to perform such work and Tenant shall reimburse Landlord,
on demand, for any and all costs associated with said work. If at any time
during or after the term of this Lease, the Premises is found to be contaminated
with Hazardous Substances, Tenant shall diligently institute proper and thorough
clean-up procedures, at Tenant’s sole cost. Tenant agrees to indemnify and
hold Landlord harmless from all claims, demands, actions, liabilities, costs,
expenses, damages, penalties and obligations of any nature arising from or as a
result of any contamination of the Premises with Hazardous Substances, or
otherwise arising from the use of the Premises by Tenant. The foregoing
indemnification and the responsibilities of Tenant shall survive the termination
or expiration of this Lease. Landlord shall deliver written notice to Tenant if,
on or after the Commencement Date other tenants of the Project use Hazardous
Substances in their premises with the consent or knowledge of Landlord.
Landlord, however, shall not be required to provide notice to Tenant of the use
or existence of Hazardous Substances that consist of customary cleaning
supplies, office products or other materials used by any tenant in the ordinary
course of such tenant’s business, unless Landlord becomes aware of such
items being used or stored in violation of applicable environmental laws or if
the use or storage of such items otherwise require the consent of Landlord under
such tenant’s lease. 



14. INSPECTION.
Landlord’s agents and representatives shall have the right to enter the
Premises at any reasonable time during business hours (or at any time in case of
emergency) (i) to inspect the Premises, (ii) to make such repairs as may be
required or permitted pursuant to this Lease, and/or (iii) during the last six
(6) months of the Lease term, for the purpose of showing the Premises. In
addition, Landlord shall have the right to erect a suitable sign on the Premises
stating the Premises are available for lease. Tenant shall notify Landlord in
writing at least thirty (30) days prior to vacating the Premises and shall
arrange to meet with Landlord for a joint inspection of the Premises prior to
vacating. If Tenant fails to give such notice or to arrange for such inspection,
then Landlord’s inspection of the Premises shall be deemed correct for the
purpose of determining Tenant’s responsibility for repairs and restoration
of the Premises. 



15. ASSIGNMENT AND
SUBLETTING. Tenant shall not have the right to sublet, assign or otherwise
transfer or encumber this Lease, or any interest therein, without the prior
written consent of Landlord. Any attempted assignment, subletting,
transfer or encumbrance by Tenant in violation of the terms and covenants of
this paragraph shall be void. Any assignee, sublessee or transferee of
Tenant’s interest in this Lease (all such assignees, sublessees and
transferees being hereinafter referred to as “Transferees”), by
assuming Tenant’s obligations hereunder, shall assume liability to Landlord
for all amounts paid to persons other than Landlord by such Transferees to which
Landlord is entitled or is otherwise in contravention of this Paragraph 15. No
assignment, subletting or other transfer, whether or not consented to by
Landlord or permitted hereunder, shall relieve Tenant of its liability under
this Lease. If an Event of Default occurs while the Premises or any part thereof
are assigned or sublet, then Landlord, in addition to any other remedies herein
provided or provided by law, may collect directly from such Transferee all rents
payable to the Tenant and apply such rent against any sums due Landlord
hereunder. No such collection shall be construed to constitute a novation or a
release of Tenant from the further performance of Tenant’s obligations
hereunder. If Landlord consents to any subletting or assignment by Tenant as
hereinabove provided and any category of rent subsequently received by Tenant
under any such sublease is in excess of the same category of rent payable under
this Lease, or any additional consideration is paid to Tenant by the assignee
under any such assignment, then Landlord may, at its option, declare such excess
rents (after deducting market brokerage commissions and tenant improvements)
under any sublease or such additional consideration for any assignment to be due
and payable by Tenant to Landlord as additional rent hereunder. The following
shall additionally constitute an assignment of this Lease by Tenant for the
purposes of this Paragraph 15: (i) if Tenant is a corporation, any merger,
consolidation, dissolution or liquidation, or any change in ownership or power
to vote of thirty percent (30%) or more of Tenant’s outstanding voting
stock; (ii) if Tenant is a partnership, joint venture or other entity, any
liquidation, dissolution or transfer of ownership of any interests totaling
thirty percent (30%) or more of the total interests in such entity; (iii) the
sale, transfer, exchange, liquidation or other distribution of more than thirty
percent (30%) of Tenant’s assets, other than this Lease; or (iv) the
mortgage, pledge, hypothecation or other encumbrance of or grant of a security
interest by Tenant in this Lease, or of any of Tenant’s rights hereunder. 




Initial _____/RG/____
__/SMC/____ 
Date _______03/16/00 ____03/27/00 














	




5 












	






16. CONDEMNATION. If more
than eighty percent (80%) of the Premises are taken for any public or
quasi-public use under governmental law, ordinance or regulation, or by right of
eminent domain or private purchase in lieu thereof, and the taking prevents or
materially interferes with the use of the remainder of the Premises for the
purpose for which they were leased to Tenant, then this Lease shall terminate
and the rent shall be abated during the unexpired portion of this Lease,
effective on the date of such taking. If less than eighty percent (80%) of the
Premises are taken for any public or quasi-public use under any governmental
law, ordinance or regulation, or by right of eminent domain or private purchase
in lieu thereof, or if the taking does not prevent or materially interfere with
the use of the remainder of the Premises for the purpose for which they were
leased to Tenant, then this Lease shall not terminate, but the rent payable
hereunder during the unexpired portion of this Lease shall be reduced to such
extent as may be fair and reasonable under all of the circumstances. All
compensation awarded in connection with or as a result of any of the foregoing
proceedings shall be the property of Landlord, and Tenant hereby assigns any
interest in any such award to Landlord; provided, however, Landlord shall have
no interest in any award made to Tenant for loss of business or goodwill or for
the taking of Tenant’s trade fixtures and personal property, if a separate
award for such items is made to Tenant. 



17. HOLDING OVER. At the
termination of this Lease by its expiration or otherwise, Tenant shall
immediately deliver possession of the Premises to Landlord with all repairs and
maintenance required herein to be performed by Tenant completed. If, for any
reason, Tenant retains possession of the Premises after the expiration or
termination of this Lease, unless the parties hereto otherwise agree in writing,
such possession shall be deemed to be a tenancy at will only, and all of the
other terms and provisions of this Lease shall be applicable during such period,
except that Tenant shall pay Landlord from time to time, upon demand, as rental
for the period of such possession, an amount equal to one and one-half (1 and
1/1⁄2) times the rent in effect on the date of such termination of this
Lease, computed on a daily basis for each day of such period. No holding over by
Tenant, whether with or without consent of Landlord, shall operate to extend
this Lease except as otherwise expressly provided. The preceding provisions of
this Paragraph 17 shall not be construed as consent for Tenant to retain
possession of the Premises in the absence of written consent thereto by
Landlord. 



18. QUIET ENJOYMENT.
Landlord represents that it has the authority to enter into this Lease and that,
so long as Tenant pays all amounts due hereunder and performs all other
covenants and agreements herein set forth, Tenant shall peaceably and quietly
have, hold and enjoy the Premises for the term hereof without hindrance or
molestation from Landlord, subject to the terms and provisions of this Lease. 



19. EVENTS OF DEFAULT. The following
events (herein individually referred to as an “Event of Default”) each shall be deemed to
be a default in or breach of Tenant’s obligations under this Lease: 



     A.
Tenant shall fail to pay any installment of the rent herein reserved when due,
or any other payment or reimbursement to Landlord required herein when due, and
such failure shall continue for a period of five (5) days from the date such
payment was due and written notice was provided to the Tenant. Landlord will
only be required to provide such notice twice during any calendar year. 



     B.
Tenant shall (i) vacate or abandon all or more than thirty-three percent (33%)
of the Premises or (ii) fail to continuously operate its business at the
Premises for the permitted use set forth herein, in either event whether or not
Tenant is in default of the rental payments due under this Lease. 



     C.
Tenant shall fail to discharge any lien placed upon the Premises in violation of
Paragraph 22 hereof within twenty (20) days after any such lien or encumbrance
is filed against the Premises. 



     D.
Tenant shall default in the performance of any of its obligations under any
other lease to Tenant from Landlord and same shall remain uncured after the
lapsing of any applicable cure periods provided for under such other lease. 



     E.
Tenant shall fail to comply with any term, provision or covenant of this Lease
(other than those listed above in this paragraph) and shall not cure such
failure within twenty (20) days after written notice thereof from Landlord. 



20. REMEDIES. Upon each occurrence
of an Event of Default, Landlord shall have the option to pursue any one or more of the
following remedies without any notice or demand: 










	(a) 		Terminate
this Lease;







	(b) 		Enter
upon and take possession of the Premises without terminating this Lease;






	




     (c)
Make such payments and/or take such action and pay and/or perform whatever
Tenant is obligated to pay or perform under the terms of this Lease, and Tenant
agrees that Landlord shall not be liable for any damages resulting to Tenant
from such action; and/or 



     (d)
Alter all locks and other security devices at the Premises, with or without
terminating this Lease, and pursue, at Landlord’s option, one or more
remedies pursuant to this Lease, and Tenant hereby expressly agrees that
Landlord shall not be required to provide to Tenant the new key to the Premises,
regardless of hour, including Tenant’s regular business hours; 



and in any such event
Tenant shall immediately vacate the Premises, and if Tenant fails to do so,
Landlord, without waiving any other remedy it may have, may enter upon and take
possession of the Premises and expel or remove Tenant and any other person who
may be occupying such Premises or any part thereof, without being liable for
prosecution or any claim of damages therefore. The provisions of this Lease are
intended to supersede Section 93.002 of the Texas Property Code and Tenant
hereby expressly waives any and all rights and remediesTenant may have under
Paragraph (g) of such Section 93.002. 



     A.
Damages Upon Termination. If Landlord terminates this Lease at
Landlord’s option, Tenant shall be liable for and shall pay to Landlord the
sum of all rental and other payments owed to Landlord hereunder accrued to the
date of such termination, plus, as liquidated damages, an amount equal to (i)
the present value of the total rental and other payments owed hereunder for the
remaining portion of the Lease term, calculated as if such term expired on the
date set forth in Paragraph 1, less (ii) the present value of the then fair
market rental for the Premises for such period, provided that, because of the
difficulty of ascertaining such value and in order to achieve a reasonable
estimate of liquidated damages hereunder, Landlord and Tenant stipulate and
agree, for the purposes hereof, that such fair market rental shall in no event
exceed seventy-five percent (75%) of the rental amount for such period set forth
in Paragraph 2 above. 



     B.
Damages Upon Repossession. If Landlord repossesses the Premises without
terminating this Lease, Tenant, at Landlord’s option, shall be liable for
and shall pay Landlord on demand all rental and other payments owed to Landlord
hereunder, accrued to the date of such repossession, plus all amounts required
to be paid by Tenant to Landlord until the date of expiration of the term as
stated in Paragraph 1, diminished by all amounts actually received by Landlord
through reletting the Premises during such remaining term (but only to the
extent of the rent herein reserved). Actions to collect amounts due by Tenant to
Landlord under this paragraph may be brought from time to time, on one or more
occasions, without the necessity of Landlord’s waiting until expiration of
the Lease term. 




Initial _____/RG/____
__/SMC/____ 
Date _______03/16/00 ____03/27/00 















	




6 











	







     C.
Costs of Reletting, Removing, Repairs and Enforcement. Upon an Event of
Default, in addition to any sum provided to be paid under this Paragraph 20,
Tenant also shall be liable for and shall pay to Landlord (i) brokers’ fees
and all other costs and expenses incurred by Landlord in connection with
reletting the whole or any part of the Premises; (ii) the costs of removing,
storing or disposing of Tenant’s or any other occupant’s property;
(iii) the costs of repairing, altering, remodeling or otherwise putting the
Premises into condition acceptable to a new tenant or tenants; (iv) any and all
costs and expenses incurred by Landlord in effecting compliance with
Tenant’s obligations under this Lease; and (v) all reasonable expenses
incurred by Landlord in enforcing or defending Landlord’s rights and/or
remedies hereunder, including without limitation all reasonable attorneys’
fees and all court costs incurred in connection with such enforcement or
defense. 



     D.
Late Charge. In the event Tenant fails to make any payment due hereunder
within five (5) days after such payment is due, including without limitation any
rental or escrow payment, in order to help defray the additional cost to
Landlord for processing such late payments and not as interest, Tenant shall pay
to Landlord on demand a late charge in an amount equal to five percent (5%) of
such payment. The provision for such late charge shall be in addition to all of
Landlord’s other rights and remedies hereunder or at law, and shall not be
construed as liquidated damages or as limiting Landlord’s remedies in any
manner. 



     E.
Interest on Past Due Amounts. If Tenant fails to pay any sum which at any
time becomes due to Landlord under any provision of this Lease as and when the
same becomes due hereunder, and such failure continues for ten (10) days after
the due date for such payment, then Tenant shall pay to Landlord interest on
such overdue amounts from the date due until paid at an annual rate which equals
the lesser of (i) eighteen percent (18%) or (ii) the highest rate then permitted
by law. 



     F.
No Implied Acceptances or Waivers. Exercise by Landlord of any one or
more remedies hereunder granted or otherwise available shall not be deemed to be
an acceptance by Landlord of Tenant’s surrender of the Premises, it being
understood that such surrender can be effected only by the written agreement of
Landlord. Tenant and Landlord further agree that forbearance by Landlord to
enforce any of its rights under this Lease or at law or in equity shall not be a
waiver of Landlord’s right to enforce any one or more of its rights,
including any right previously forborne, in connection with any existing or
subsequent default. No re-entry or taking possession of the Premises by Landlord
shall be construed as an election on its part to terminate this Lease, unless a
written notice of such intention is given to Tenant, and, notwithstanding any
such reletting or re-entry or taking possession of the Premises, Landlord may at
any time thereafter elect to terminate this Lease for a previous default.
Pursuit of any remedies hereunder shall not preclude the pursuit of any other
remedy herein provided or any other remedies provided by law, nor shall pursuit
of any remedy herein provided constitute a forfeiture or waiver of any rent due
to Landlord hereunder or of any damages occurring to Landlord by reason of the
violation of any of the terms, provisions and covenants contained in this Lease.
Landlord’s acceptance of any rent following an Event of Default hereunder
shall not be construed as Landlord’s waiver of such Event of Default. No
waiver by Landlord of any violation or breach of any of the terms, provisions
and covenants of this Lease shall be deemed or construed to constitute a waiver
of any other violation or default. 



     G.
Reletting of Premises. In the event of any termination of this Lease
and/or repossession of the Premises for an Event of Default, Landlord shall use
reasonable efforts to relet the Premises and to collect rental after reletting,
with no obligation to accept any lessee that Landlord deems undesirable or to
expend any funds in connection with such reletting or collection of rents
therefrom. Tenant shall not be entitled to credit for or reimbursement of any
proceeds of such reletting in excess of the rental owed hereunder for the period
of such reletting. Landlord may relet the whole or any portion of the Premises,
for any period, to any tenant and for any use or purpose. 



     H.
Landlord’s Default. If Landlord fails to perform any of its
obligations hereunder within thirty (30) days after written notice from Tenant
specifying such failure, Tenant’s exclusive remedy shall be an action for
damages. Unless and until Landlord fails to so cure any default after such
notice, Tenant shall not have any remedy or cause of action by reason thereof.
All obligations of Landlord hereunder will be construed as covenants, not
conditions; and all such obligations will be binding upon Landlord only during
the period of its possession of the premises and not thereafter. The term
“Landlord” shall mean only the owner, for the time being, of the
Premises and, in the event of the transfer by such owner of its interest in the
Premises, such owner shall thereupon be released and discharged from all
covenants and obligations of the Landlord thereafter accruing, provided that
such covenants and obligations shall be binding during the Lease term upon each
new owner for the duration of such owner’s ownership. Notwithstanding any
other provision of this Lease, Landlord shall not have any personal liability
hereunder. Tenant agrees to look solely to the estate and interest of Landlord
in the Project for the collection of any judgement or other judicial process
requiring the payment of money by Landlord in the event of a default or breach
by Landlord with respect to this Lease, and no other assets of Landlord shall be
subject to levy of execution or other procedures for the satisfaction of
Tenant’s rights. 



     I.
Tenant’s Personal Property. If Landlord repossesses the Premises
pursuant to the authority herein granted, or if Tenant vacates or abandons all
or any part of the Premises, then, in addition to Landlord’s rights under
Paragraph 27 hereof, Landlord shall have the right to (i) keep in place and use,
or (ii) remove and store, all of the furniture, fixtures and equipment at the
Premises, including that which is owned by or leased to Tenant, at all times
prior to any foreclosure thereon by Landlord or repossession thereof by any
lessor thereof or third party having a lien thereon. In addition to the
Landlord’s other rights hereunder, Landlord may dispose of the stored
property if Tenant does not claim the property within ten (10) days after the
date the property is stored. Landlord shall give Tenant at least ten (10) days
prior written notice of such intended disposition. Landlord shall also have the
right to relinquish possession of all or any portion of such furniture,
fixtures, equipment and other property to any person (“Claimant”) who
presents to Landlord a copy of any instrument represented by Claimant to have
been executed by Tenant (or any predecessor of Tenant) granting Claimant the
right under various circumstances to take possession of such furniture,
fixtures, equipment or other property, without the necessity on the part of
Landlord to inquire into the authenticity or legality of said instrument. The
rights of Landlord herein stated shall be in addition to any and all other
rights that Landlord has or may hereafter have at law or in equity, and Tenant
stipulates and agrees that the rights granted Landlord under this paragraph are
commercially reasonable. 



21. MORTGAGES. Tenant
accepts this Lease subject and subordinate to any mortgages and/or deeds of
trust now or at any time hereafter constituting a lien or charge upon the
Premises or the improvements situated thereon or the Building, provided,
however, that if the mortgagee, trustee or holder of any such mortgage or deed
of trust elects to have Tenant’s interest in this Lease superior to any
such instrument, then by notice to Tenant from such mortgagee, trustee or
holder, this Lease shall be deemed superior to such lien, whether this Lease was
executed before or after said mortgage or deed of trust and provided further,
that if this Lease is made subordinate to any subsequent mortgage or deed of
trust, upon Tenant’s written request and notice to Landlord, Landlord shall
use good faith efforts to obtain from any such mortgagee a written agreement
that after a foreclosure (or a deed in lieu of foreclosure) the rights of Tenant
shall remain in full force and effect during the term of this Lease so long as
Tenant shall continue to recognize and perform all of the covenants and
conditions of this Lease. Tenant, at any time hereafter on demand, shall execute
any instruments, releases or other documents that may be required by any
mortgagee, trustee or holder for the purpose of subjecting and subordinating
this Lease to the lien of any such mortgage. Tenant shall not terminate this
Lease or pursue any other remedy available to Tenant hereunder for any default
on the part of Landlord without first giving written notice by certified or
registered mail, return receipt requested, to any mortgagee, trustee or holder
of any such mortgage or deed of trust, the name and post office address of which
Tenant has received written notice, specifying the default in reasonable detail
and affording such mortgagee, trustee or holder a reasonable opportunity (but in
no event less than thirty (30) days) to make performance, at its election, for
and on behalf of Landlord. 



Initial _____/RG/____
__/SMC/____ 
Date _______03/16/00 ____03/27/00 















	




7 











	







22. MECHANIC’S LIENS.
Tenant has no authority, express or implied, to create or place any lien or
encumbrance of any kind or nature whatsoever upon, or in any manner to bind, the
interest of Landlord or Tenant in the Premises. Tenant will save and hold
Landlord harmless from any and all loss, cost or expense, including without
limitation attorneys’ fees, based on or arising out of asserted claims or
liens against the leasehold estate or against the right, title and interest of
the Landlord in the Premises or under the terms of this Lease. 



23. MISCELLANEOUS. 



     A.
Interpretation. The captions inserted in this Lease are for convenience
only and in no way define, limit or otherwise describe the scope or intent of
this Lease, or any provision hereof, or in any way affect the interpretation of
this Lease. Any reference in this Lease to rentable area shall mean the gross
rentable area as determined by the roofline of the building in question. 



     B.
Binding Effect. Except as otherwise herein expressly provided, the terms,
provisions and covenants and conditions in this Lease shall apply to, inure to
the benefit of and be binding upon the parties hereto and upon their respective
heirs, executors, personal representatives, legal representatives, successors
and assigns. Landlord shall have the right to transfer and assign, in whole or
in part, its rights and obligations in the Premises and in the Building and
other property that are the subject of this Lease. 



     C.
Evidence of Authority. Tenant agrees to furnish to Landlord, promptly upon demand, a
corporate resolution, proof of due authorization by partners or other appropriate
documentation evidencing the due authorization of such party to enter into this Lease. 



     D.
Force Majeure. Landlord shall not be held responsible for delays in the performance of
its obligations hereunder when caused by material shortages, acts of God, labor disputes
or other events beyond the control of Landlord. 



     E.
Payments Constitute Rent. Notwithstanding anything in this Lease to the contrary, all
amounts payable by Tenant to or on behalf of Landlord under this Lease, whether or not
expressly denominated as rent, shall constitute rent. 



     F.
Estoppel Certificates. Tenant agrees, from time to time, within ten (10)
days after request of Landlord, to deliver to Landlord, or Landlord’s
designee, an estoppel certificate stating that this Lease is in full force and
effect, the date to which rent has been paid, the unexpired term of this Lease,
any defaults existing under this Lease (or the absence thereof) and such other
factual or legal matters pertaining to this Lease as may be requested by
Landlord. It is understood and agreed that Tenant’s obligation to furnish
such estoppel certificates in a timely fashion is a material inducement for
Landlord’s execution of this Lease. 



     G.
Entire Agreement. This Lease constitutes the entire understanding and
agreement of Landlord and Tenant with respect to the subject matter of this
Lease, and contains all of the covenants and agreements of Landlord and Tenant
with respect thereto. Landlord and Tenant each acknowledge that no
representations, inducements, promises or agreements, oral or written, have been
made by Landlord or Tenant, or anyone acting on behalf of Landlord or Tenant,
which are not contained herein, and any prior agreements, promises, negotiations
or representations not expressly set forth in this Lease are of no force or
effect. EXCEPT AS SPECIFICALLY PROVIDED IN THIS LEASE, TENANT HEREBY WAIVES THE
BENEFIT OF ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PREMISES,
INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY THAT THE PREMISES ARE SUITABLE
FOR ANY PARTICULAR PURPOSE. Landlord’s agents and employees do not and will
not have authority to make exceptions, changes or amendments to this Lease, or
factual representations not expressly contained in this Lease. Under no
circumstances shall Landlord or Tenant be considered an agent of the other. This
Lease may not be altered, changed or amended except by an instrument in writing
signed by both parties hereto. 



     H.
Survival of Obligations. All obligations of Tenant hereunder not fully
performed as of the expiration or earlier termination of the term of this Lease
shall survive the expiration or earlier termination of the term hereof,
including without limitation all payment obligations with respect to taxes and
insurance and all obligations concerning the condition and repair of the
Premises. Upon the expiration or earlier termination of the term hereof, and
prior to Tenant vacating the Premises, Tenant shall pay to Landlord any amount
reasonably estimated by Landlord as necessary to put the Premises in good
condition and repair, reasonable wear and tear excluded, including without
limitation the cost of repairs to and replacements of all heating and air
conditioning systems and equipment therein. Tenant shall also, prior to vacating
the Premises, pay to Landlord the amount, as estimated by Landlord, of
Tenant’s obligation hereunder for real estate taxes and insurance premiums
for the year in which the Lease expires or terminates. All such amounts shall be
used and held by Landlord for payment of such obligations of Tenant hereunder,
with Tenant being liable for any additional costs therefore upon demand by
Landlord, or with any excess to be returned to Tenant after all such obligations
have been determined and satisfied, as the case may be. Any Security Deposit
held by Landlord may, at Landlord’s option, be credited against any amounts
due from Tenant under this Paragraph 23H. 



     I.
Severability of Terms. If any clause or provision of this Lease is
illegal, invalid or unenforceable under present or future laws effective during
the term of this Lease, then, in such event, it is the intention of the parties
hereto that the remainder of this Lease shall not be affected thereby, and it is
also the intention of the parties to this Lease that in lieu of each clause or
provision of this Lease that is illegal, invalid or unenforceable, there be
added, as a part of this Lease, a clause or provision as similar in terms to
such illegal, invalid or unenforceable clause or provision as may be possible
and be legal, valid and enforceable. 



     J.
Effective Date. All references in this Lease to “the date hereof” or similar references
shall be deemed to refer to the last date, in point of time, on which all parties hereto
have executed this Lease. 



     K.
Brokers’ Commission. Tenant represents and warrants that it has
dealt with and will deal with no broker, agent or other person in connection
with this transaction or future related transactions and that no broker, agent
or other person brought about this transaction, and Tenant agrees to indemnify
and hold Landlord harmless from and against any claims by any broker, agent or
other person claiming a commission or other form of compensation by virtue of
having dealt with Tenant with regard to this leasing transaction. 



     L.
Ambiguity. Landlord and Tenant hereby agree and acknowledge that this Lease has been
fully reviewed and negotiated by both Landlord and Tenant, and that Landlord and Tenant
have each had the opportunity to have this Lease reviewed by their respective legal
counsel, and, accordingly, in the event of any ambiguity herein, Tenant does hereby waive
the rule of construction that such ambiguity shall be resolved against the party who
prepared this Lease. 



     M.
Joint Several Liability. If there be more than one Tenant, the
obligations hereunder imposed upon Tenant shall be joint and several. If there
be a guarantor of Tenant’s obligations hereunder, the obligations hereunder
imposed upon Tenant shall be joint and several obligations of Tenant and such
guarantor, and Landlord need not first proceed against Tenant before proceeding
against such guarantor, nor shall any such guarantor be released from its
guaranty for any reason whatsoever, including, without limitation, in case of
any amendments hereto, waivers hereof or failure to give such guarantor any
notices hereunder. 




Initial _____/RG/____
__/SMC/____ 
Date _______03/16/00 ____03/27/00 














	




8 












	







     N.
Third Party Rights. Nothing herein expressed or implied is intended, or shall be
construed, to confer upon or give to any person or entity, other than the parties hereto,
any right or remedy under or by reason of this Lease. 



     O.
Exhibits and Attachments. All exhibits, attachments, riders and addenda
referred to in this Lease, and the exhibits listed herein below and attached
hereto, are incorporated into this Lease and made a part hereof for all intents
and purposes as if fully set out herein. All capitalized terms used in such
documents shall, unless otherwise defined therein, have the same meanings as are
set forth herein. 



     P.
Applicable Law. This Lease has been executed in the State of Texas and
shall be governed in all respects by the laws of the State of Texas. It is the
intent of Landlord and Tenant to conform strictly to all applicable state and
federal usury laws. All agreements between Landlord and Tenant, whether now
existing or hereafter arising and whether written or oral, are hereby expressly
limited so that in no contingency or event whatsoever shall the amount
contracted for, charged or received by Landlord for the use, forbearance or
retention of money hereunder or otherwise exceed the maximum amount which
Landlord is legally entitled to contract for, charge or collect under the
applicable state or federal law. If, from any circumstance whatsoever,
fulfillment of any provision hereof at the time performance of such provision
shall be due shall involve transcending the limit of validity prescribed by law,
then the obligation to be fulfilled shall be automatically reduced to the limit
of such validity, and if from any such circumstance Landlord shall ever receive
as interest or otherwise an amount in excess of the maximum that can be legally
collected, then such amount which would be excessive interest shall be applied
to the reduction of rent hereunder, and if such amount which would be excessive
interest exceeds such rent, then such additional amount shall be refunded to
Tenant. 



24. NOTICES. Each provision
of this instrument or of any applicable governmental laws, ordinances,
regulations and other requirements with reference to the sending, mailing or
delivering of notice or the making of any payment by Landlord to Tenant or with
reference to the sending, mailing or delivering of any notice or the making of
any payment by Tenant to Landlord shall be deemed to be complied with when and
if the following steps are taken: 



     (i)
All rent and other payments required to be made by Tenant to Landlord hereunder
shall be payable to Landlord at the address for Landlord set forth below or at
such other address as Landlord may specify from time to time by written notice
delivered in accordance herewith. Tenant’s obligation to pay rent and any
other amounts to Landlord under the terms of this Lease shall not be deemed
satisfied until such rent and other amounts have been actually received by
Landlord. 



     (ii)
All payments required to be made by Landlord to Tenant hereunder shall be
payable to Tenant at the address set forth below, or at such other address
within the continental United States as Tenant may specify from time to time by
written notice delivered in accordance herewith. 



     (iii)
Except as expressly provided herein, any written notice, document or payment
required or permitted to be delivered hereunder shall be deemed to be delivered
when received or, whether actually received or not, when deposited in the United
States Mail, postage prepaid, Certified or Registered Mail, addressed to the
parties hereto at the respective addresses set out below, or at such other
address as they have theretofore specified by written notice delivered in
accordance herewith. 



25. ADDITIONAL PROVISIONS. See
EXHIBIT “C” attached hereto and incorporated herein by reference. 




Initial _____/RG/____
__/SMC/____ 
Date _______03/16/00 ____03/27/00 















	




9 












	









27. LANDLORD’S LIEN.
In addition to any statutory lien for rent in Landlord’s favor, Landlord
shall have and Tenant hereby grants to Landlord a continuing security interest
in all rentals and other sums of money which may become due under this Lease
from Tenant, all goods, equipment, fixtures, furniture, inventory, and other
personal property of Tenant now or hereafter situated at, on or within the real
property described in EXHIBIT “A” attached hereto and incorporated
herein by reference, and such property shall not be removed therefrom without
the consent of Landlord, except in the ordinary course of Tenant’s
business. In the event any of the foregoing described property is removed from
the Premises in violation of the covenant in the preceding sentence, the
security interest shall continue in such property and all proceeds and products,
regardless of location. Upon an Event of Default hereunder by Tenant, in
addition to all of Landlord’s other rights and remedies, Landlord shall
have all rights and remedies under the Uniform Commercial Code, including
without limitation the right to sell the property described in this paragraph at
public or private sale at any time after ten (10) days prior notice by Landlord.
Tenant hereby agrees to execute such other instruments deemed by Landlord as
necessary or desirable under applicable law to perfect more fully the security
interest hereby created. Landlord and Tenant agree that this Lease and security
agreement and EXHIBIT “A” attached hereto serves as a financing
statement and that a copy, photograph or other reproduction of this portion of
this Lease may be filed of record by Landlord and have the same force and effect
as the original. This security agreement and financing statement also covers
fixtures located at the Premises subject to this Lease and legally described in
EXHIBIT “A” attached hereto, and all rents or other consideration
received by or on behalf of Tenant in connection with any assignment of
Tenant’s interest in this Lease or any sublease of the Premises or any part
thereof, and, therefore, may also be filed for record in the appropriate real
estate records. Landlord agrees that upon written request from Tenant, Landlord
shall subordinate Landlord’s lien for any financing provided to Tenant by
any bank, leasing company, or vendor of equipment. Such subordination shall be
provided in a form acceptable to both Landlord and Landlord’s lender. 



     EXECUTED
BY LANDLORD, this 27 day of March, 2000 . 











	 	 	Aetna Life Insurance Company, a Connecticut Corporation:






	 	 	By:	
UBS Brinson Realty Investors, LLC (F/k/a Allegis

Realty Investors LLC), a Massachusetts limited

liability company, its Investment Advisor and Agent









	Attest/Witness
_________________________________________  	 	
By:_______________________________
Title:______________________________











	Title:  ____________________________________	 	
 Address:  c/o Trammell Crow Central Texas, Inc.

 301 Congress Avenue, Suite 1300, Austin, TX 78701









	


     EXECUTED
BY TENANT, this 16 day of March, 2000. 











	 	 	Tanisys Technology, Inc.:








	Attest/Witness
_________________________________________  	 	      /s/ Richard Giandana
____________________________________

	
Title:  ____________________________________	 	
By: Richard Giandana

Title: V.P. of HR and Administration

Address: Tanisys Technology, Inc.



      12201 Technology Blvd.

      Austin, Texas 78727







	

EXHIBIT “A” — Description
of Premises
EXHIBIT “C” —  Additional Provisions














	




10 












	









INSERT EXHIBIT “A”HERE 







































Initial _____/RG/____
__/SMC/____ 
Date _______03/16/00 ____03/27/00 









11 

















	








EXHIBIT “C”




ADDITIONAL PROVISIONS





MORTGAGEE
PROTECTION CLAUSE



Tenant agrees to give any
Mortgagees and/or Trust Deed Holders, by Registered Mail, a copy of any Notice
of Default served upon the Landlord, provided that prior to such notice Tenant
has been notified, in writing (by way of Notice of Assignment of Rents and
Leases, or otherwise), of the address of such Mortgagees and/or Trust Deed
Holders. Tenant further agrees that if Landlord shall have failed to cure such
default within the time provided for in this Lease, then the Mortgagees and/or
Trust Deed Holders 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 if within such thirty (30) days, any
Mortgagee and/or Trust Deed Holder 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 this Lease shall not be terminated while such remedies are being so
diligently pursued. 



TOXIC WASTE



Tenant covenants not to
introduce any form of hazardous or toxic materials onto the Premises without
complying with all applicable Federal, State and local laws or ordinances
pertaining to the transportation, storage, use or disposal of such material,
including but not limited to obtaining proper permits. 



If Tenant’s
transportation, storage, use or disposal of hazardous or toxic materials on the
Premises results in: 1) contamination of the soil or surface or ground water; or
2) loss or damage to person(s) or property, then Tenant agrees to respond in
accordance with the following paragraph. 



Tenant agrees: (i) to
notify Landlord immediately of any contamination, claim of contamination, loss
or damage; (ii) after consultation and approval by Landlord, to clean up the
contamination in full compliance with all applicable statutes, regulations and
standards; and (iii) to indemnify claims, suits, causes of action, costs and
fees, including attorney’s fees, arising from or connected with any such
contamination, claim of contamination, loss or damage. These provisions shall
survive termination of this Lease. 



INTERIOR
IMPROVEMENTS



All improvements must
comply with Trammell Crow Company’s standard specifications (see
Standards and Specifications for Office/Warehouse Buildings) and all
applicable governmental regulations. Prior to beginning construction of any such
improvements, Tenant shall submit architectural drawings of the proposed
improvements to Landlord and shall obtain Landlord’s written consent to
begin construction. 





12