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Exhibit 10.5

AMENDED AND RESTATED
OFFICE LEASE

FUND IX, FUND X, FUND XI AND REIT JOINT VENTURE
"LANDLORD"

and

GAIAM, INC.
"TENANT"

360 Interlocken Boulevard
Broomfield, Colorado





TABLE OF CONTENTS



|ARTICLE 1DEMISE                                    
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|ARTICLE 2TERM                                      
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|ARTICLE 3RENT                                      
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|ARTICLE 4OPERATING EXPENSE ADJUSTMENT              
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|ARTICLE 5BUILDING SERVICES                         
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|ARTICLE 6TENANT REPAIR                             
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|ARTICLE 7ASSIGNMENT AND SUBLETTING                 
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|ARTICLE 8TRANSFER BY LANDLORD AND LIMITED LIABILITY
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|ARTICLE 9USE OF PROCEEDS                           
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|ARTICLE 10INSURANCE                                
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|ARTICLE 11OBSERVANCE OF LAW                        

|                                                         |  | 11.1  |  | Law                      
|-------------------------------------------------------- |  | ----- |  | -------------------------
|                                                         |  | 11.2  |  | Taxes                    
|ARTICLE 12WASTE AND NUISANCE                           
|ARTICLE 13ENTRY BY LANDLORD                            
|ARTICLE 14INDEMNIFICATION OF LANDLORD                  
|                                                         |  | 14.1  |  | Tenant's Indemnity       
|                                                         |  | 14.2  |  | Landlord's Indemnity     
|                                                         |  | 14.3  |  | Comparative Negligence   
|ARTICLE 15ALTERATIONS                                  
|                                                         |  | 15.1  |  | Alterations by Tenant    
|                                                         |  | 15.2  |  | Alterations by Landlord  
|ARTICLE 16SIGNS AND ADVERTISING                        
|ARTICLE 17SUBORDINATION TO MORTGAGES AND DEEDS OF TRUST
|ARTICLE 18ESTOPPEL CERTIFICATE/FINANCIAL INFORMATION   
|                                                         |  | 18.1  |  | Estoppel Certificate     
|                                                         |  | 18.2  |  | Financial Information    
|ARTICLE 19QUIET ENJOYMENT                              
|ARTICLE 20FIXTURES                                     
|ARTICLE 21DAMAGE OR DESTRUCTION                        
|                                                         |  | 21.1  |  | Casualty                 
|                                                         |  | 21.2  |  | Casualty Caused by Tenant
|ARTICLE 22CONDEMNATION                                 
|                                                         |  | 22.1  |  | Eminent Domain           
|                                                         |  | 22.2  |  | Damages                  
|                                                         |  | 22.3  |  | Restoration              
|ARTICLE 23LOSS AND DAMAGE AND DELAY                    
|                                                         |  | 23.1  |  | Loss and Damage          
|                                                         |  | 23.2  |  | Delays                   
|ARTICLE 24DEFAULT AND REMEDIES                         
|                                                         |  | 24.1  |  | Default by Tenant        
|                                                         |  | 24.2  |  | Remedies of Landlord     
|                                                         |  | 24.3  |  | Landlard's Default       
|                                                         |  | 24.4  |  | Personal Property Lien   
|                                                         |  | 24.5  |  | No Consequential Damages 
|ARTICLE 25HOLDING OVER                                 
|ARTICLE 26NOTICE                                       
|                                                         |  | 26.1  |  | Notice                   
|                                                         |  | 26.2  |  | Change of Address        
|ARTICLE 27SECURITY DEPOSIT                             
|ARTICLE 28MISCELLANEOUS PROVISIONS                     
|                                                         |  | 28.1  |  | Captions                 
|                                                         |  | 28.2  |  | Waiver                   
|                                                         |  | 28.3  |  | Entire Agreement         
|                                                         |  | 28.4  |  | Severability             
|                                                         |  | 28.5  |  | Modification             
|                                                         |  | 28.6  |  | Governing Law            
|                                                         |  | 28.7  |  | Successors and Assigns   
|                                                         |  | 28.8  |  | Authorization to Execute 
|                                                         |  | 28.9  |  | Guaranty of Lease.       
|                                                         |  | 28.10 |  | Approval of Documents    
|                                                         |  | 28.11 |  | Attorneys Fees           

|                                       |  | 28.12 |  | Use of Names                                                  
|-------------------------------------- |  | ----- |  | --------------------------------------------------------------
|ARTICLE 29SUBSTITUTION OF PREMISES   
|ARTICLE 30RECORDING                  
|ARTICLE 31REAL ESTATE BROKER         
|ARTICLE 32RENT PREPAYMENT            
|ARTICLE 33OPTION                     
|                                       |  | 33.1  |  | Option to Extend                                              
|                                       |  | 33.2  |  | Refurbishment Allowance                                       
|                                       |  | 33.3  |  | Right of First Offer to Lease Additional Space in the Building
|                                       |  | 33.4  |  | Generator                                                     
|ARTICLE 34RATIFICATION OF RESTATEMENT
|                                       |  | 34.1  |  | Ratification and Binding Effect                               
|                                       |  | 34.2  |  | Entire Agreement                                              
|                                       |  | 34.3  |  | Miscellaneous                                                 





AMENDED AND RESTATED
OFFICE LEASE
360 INTERLOCKEN BOULEVARD
BROOMFIELD, COLORADO

THIS AMENDED AND RESTATED LEASE (the "Lease") is made this            day of January, 2002, by and between FUND IX, FUND X,
FUND XI AND REIT JOINT VENTURE, a
Georgia joint venture, ("Landlord") and GAIAM, INC., a Colorado corporation ("Tenant").

W  I  T  N  E  S  S  E  T  H:

WHEREAS, Landlord's predecessor-in-title, Orix Prime West Brookfield Venture ("Orix"), as landlord, and Transecon, Inc.,
predecessor by name change to Tenant, as tenant, entered into that certain Office Lease dated as of June 19, 1996 (the "Original Lease"), pertaining to certain premises located in that certain
building known as 360 Interlocken Building (the "Building"), located at 360 Interlocken Boulevard, Broomfield, Colorado 80021, on that certain real property more particularly described on Exhibit Aattached hereto and made a part hereof (the "Property"); and

WHEREAS,
prior to the date hereof, the Original Lease has been amended by that certain First Amendment to Transecon, Inc. Lease between Orix
(predecessor-in-title to Landlord) and Transecon (predecessor by name change to Tenant), dated December 19, 1997 (the "First Amendment"), and has been further amended by
that certain Second Amendment to Lease Agreement between Landlord and Tenant, dated as of October 1, 1999 (the "Second Amendment") (the Original Lease, as modified by the First Amendment and
the Second Amendment, is hereinafter referred to as the "Lease"); and

WHEREAS,
Landlord and Tenant desire to enter into this Amended and Restated Lease (a) to extend the Lease Term as to the existing Premises, less and except those portions of the
existing Premises located on the first (1st) floor of the Building which are comprised of (i) 1,510 rentable square feet of space in Suite 105, (ii) that certain first
floor suite containing approximately 1,882 rentable square feet of space which was added pursuant to the Second Amendment, and (iii) that certain first floor suite containing 2,950 rentable
square feet of space which also was added pursuant to the Second Amendment, (b) to add to the Premises effective as of April 1, 2002 certain space on the second (2nd) floor
of the Building that Gaiam currently is subleasing from ODS Technologies, L.P. ("ODS
Technologies"), (c) to provide for an option to extend the Lease Term and (d) to provide for certain other options and rights all on the terms and conditions hereinafter set forth;

NOW,
THEREFORE, for and in consideration of the premises, the covenants and agreements hereinafter contained, and for Ten Dollars ($10.00) and other good and valuable consideration in
hand paid by each party hereto to the other, the receipt and sufficiency of which are hereby acknowledged, Tenant and Landlord hereby covenant and agree to amend and restate the Lease, effective as of
April 1, 2002, as follows:

ARTICLE 1DEMISE

1.1Demise.Effective as of April 1, 2002, Landlord does hereby lease to Tenant and Tenant hereby
leases from Landlord those certain premises (the "Premises")
consisting of the entire third (3rd) floor of the Building, together with that portion of the second (2nd) floor of the Building that Tenant previously has subleased from
ODS Technologies, which Premises are generally depicted on the floor plans attached hereto asExhibit B, together with a
non-exclusive right subject to the provisions hereof, to use all appurtenances thereto, including, but not limited to, any plazas, common areas, walkways or other areas in the Building or
on the Property designated by Landlord for the exclusive or non-exclusive use of the tenants of the Building, all of which inclusive of the Building are hereinafter collectively called the "Building Complex".

For
purposes of this Amended and Restated Lease, Landlord and Tenant hereby agree that the portion of the Premises which consists of the third (3rd) floor of the Building
contains approximately 19,013 rentable square feet of space. Landlord and Tenant further agree that that portion of the Premises which consists of the second (2nd) floor space previously
subleased by Tenant from ODS Technologies contains approximately 4,923 rentable square feet, subject expressly, however, to Landlord's right to measure and verify the number of rentable square feet
contained on the second and third floors of the Building in accordance with a modified BOMA system, as determined by Landlord, and as applied to all tenants as set forth in Section 4.1(a)
below, and Tenant's agreement, if said area contains more or less than 23,936 rentable square feet, to enter into an amendment to this Amended and Restated Lease reflecting the actual number of
rentable square feet contained in the Premises.

Such
letting and hiring is upon and subject to the terms, conditions and covenants herein set forth, and Tenant covenants as a material part of the consideration for this Lease to keep
and perform each and all of said terms, conditions and covenants by it to be kept and performed and that this Lease is made upon the condition of such performance.

ARTICLE 2TERM

2.1Term.The term of this Lease commenced on September 13, 1996 (the "Commencement Date") and shall
end at 5:00 p.m. on May 31, 2005, unless extended
or sooner terminated as herein provided (the "Lease Term").

2.2Intentionally Deleted.

2.3Landlord's Work.Landlord shall have no obligation for making any improvements in the Premises and
Tenant hereby accepts the Premises in its "AS IS" condition.

ARTICLE 3RENT

3.1Base Rent.Effective as of April 1, 2002, the annual base rental rate (the "Base Rental Rate")
shall be Twenty-Four and No/100 Dollars ($24.00) per
rentable square foot. Effective as of April 1, 2002, Tenant agrees to pay as base annual rent (the "Base Rent") during the remaining Term of this Lease, an amount equal to the Base Rental Rate,
multiplied by the number of rentable square feet contained in the Premises from time to time (the "Rentable Area"). Commencing April 1, 2002, the Base Rental shall be Five Hundred
Seventy-Four Thousand Four Hundred Sixty-Four and No/100 Dollars ($574,464.00) per annum payable in equal monthly installments of Forty-Seven Thousand Eight Hundred
Seventy-Two and No/100 Dollars
($47,872.00), without notice, deduction, set-off or abatement to the Landlord at the address of Landlord as set forth in Section 26.1 or at such other address as the Landlord may
notify the Tenant of in writing, in lawful money of the United States payable in advance on the first day of each month. If the Lease Term commences or terminates on a day other than the first or last
day of a calendar month respectively, then the installments of Base Rent for such month or months shall be prorated and the installments so prorated shall be paid in advance. The term "Lease Year"
shall mean each twelve month period subsequent to the Commencement Date. The Base Rental Rate shall be adjusted as of June 1 of each year as set forth in Section 4.2(b) below.

3.2Additional Rent.Any other sums of money or charges to be paid by the Tenant pursuant to the provisions
of this Lease may be designated as "Additional Rent". A failure to pay
Additional Rent shall be treated in all events as the failure to pay rent.

3.3Interest on Late Payments and Late Payment Charge.Any rent (whether Base Rent or Additional Rent) or
other amount due from Tenant to Landlord under this Lease not paid within five (5) days of the date due
shall bear interest from the date due until the date paid at the rate of two percent (2%) per month (the "Default Rate"), but the payment of such interest shall not excuse or cure any default by
Tenant under this Lease. Failure to charge or collect such interest in connection with any one or more such late payments shall not constitute a waiver of Landlord's right to charge and collect such
interest in connection with any other or similar or like late payments.

Furthermore,
in the event any rent or other amounts owing hereunder are not paid within five (5) days after the due date, then Landlord and Tenant agree that Landlord will incur
additional administrative expenses, the amount of which will be difficult if not impossible to determine. Accordingly, in addition to such required payment, Tenant shall pay to Landlord an additional
one time late charge for any such late payment in the amount of five percent (5%) of the amount of such late payment.

Notwithstanding
the above, Landlord agrees that it shall waive such late charge and interest twice during any calendar year provided Tenant is not otherwise in default hereunder. Tenant
shall not be deemed late if the Rent payment is postmarked by the United States Post Office no later than the last day of the five (5) day period set forth above, the payment is actually
received and Tenant uses all reasonable efforts to make all payments when due.

ARTICLE 4OPERATING EXPENSE ADJUSTMENT

4.1Definitions.The following terms shall have the following meanings with respect to the provisions of
this Section 4.1:



4.2Rent Adjustments.Landlord and Tenant agree that the following adjustments to Rent shall be made with
respect to each calendar year (or portion thereof) within the Term:



4.3Reimbursement Survives Termination.In the event of the termination of this Lease by expiration of the
stated term or for any other cause or reason whatsoever prior to the determination of rental
adjustment as hereinafter set forth, the Tenant's agreement to reimburse Landlord up to the time of termination shall survive termination of the Lease and the Tenant shall pay any amount due to the
Landlord within fifteen (15) days after being billed therefor. In the event of the termination of this Lease by expiration of the stated term or for any other cause or reason whatsoever, except
default by the Tenant of any of the terms or provisions of this Lease, prior to the determination of rental adjustments as hereinabove set forth, the Landlord's agreement to refund any excess
additional rental paid by the Tenant up to the time of termination shall survive termination of the Lease and the Landlord shall pay the amount due to the Tenant within fifteen (15) days of the
Landlord's determination of such amount. This covenant shall survive the expiration or termination of this Lease.

If
the last year of the term of this Lease ends on any day other than the last day of December, any payment due to the Landlord by reason of any increase in Real Estate Taxes and
Operating Costs shall be prorated on the basis by which the number of days in such partial year bears to 365.

Any
failure of Landlord to furnish Tenant with an estimate of its Prorata Share of Real Estate Taxes and Operating Expenses or any statements as set forth in this Section 4 shall
not act to relieve Tenant of its liability therefor; and with respect to any deficiencies, Tenant agrees to pay same within thirty (30) days of written demand from Landlord.





ARTICLE 5BUILDING SERVICES

5.1Standard Services.Landlord agrees to furnish to the Premises during regular business hours from
7:00 a.m. to 6:00 p.m. Mondays through Fridays and from
8:00 a.m. to 1:00 p.m. Saturdays, except for holidays as the same are determined by Landlord, and subject to the rules and regulations of the Building, heat and air conditioning for the
use and occupancy of the Premises, passenger elevator service and freight elevator service, subject to scheduling by Landlord. Landlord shall also furnish: (i) electric current to be supplied
for lighting the Premises and public halls, and for the operation of ordinary office equipment, exclusive of heavy-duty equipment and computers, copying equipment which is not standard for
general offices, or comparable equipment; (ii) janitorial and cleaning services, and (iii) domestic water in reasonable quantity. Elevator service shall mean service either by
non-attended automatic elevators or elevators with attendants at the option of Landlord. Landlord shall also furnish, at rates set from time to time as reasonably determined by Landlord
(reflecting actual costs of such additional HVAC), heating and air conditioning and such other items as are not provided for herein, provided if Tenant does not have special HVAC controls for its
Premises, then Tenant shall give Landlord reasonable prior notice of Tenant's needs for such additional heating or air conditioning and Landlord shall use all reasonable efforts to provide same.
Landlord shall also, at said times, maintain and keep lighted the common stairs, entries, and toilet rooms in the Building that would reasonably be subject to use by Tenant, its agents and employees
during other than regular business hours. Landlord also has the right to charge Tenant for energy costs incurred because of Tenant's above Building average usage or by reason of usage of the Premises
or the Building during other than regular business hours. However, in no event shall Landlord charge Tenant more for excess utilities or after hours HVAC than it charges other tenants in the Building
for such usage. Furthermore, if Landlord were to grant any tenant longer regular business hours, then such hours shall also be applicable to Tenant. Tenant agrees to pay for any excess HVAC within
fifteen (15) days of the billing therefor, such billing to occur no more frequently than monthly.

5.2Interruption of Standard Services.Tenant agrees that Landlord shall not be liable for failure to supply
any heating, air conditioning, elevator, janitorial services, electric current, or any other
service described in Section 5.1 or Section 33.4 during any period when Landlord uses reasonable diligence to restore or to supply such services or electric current, it being further
agreed that Landlord reserves the right to temporarily discontinue such
services or any of them, or electric current at such times as may be necessary by reason of accident, unavailability of employees, repairs, alterations, or improvements, or whenever by reason of
strikes, lockouts, riots, acts of God or any other happening or occurrence beyond the reasonable control of Landlord. If Landlord is unable to furnish such services or electric current for any reason
outside of Landlord's reasonable control, or if such services or electric current shall be interrupted for any reason outside of Landlord's reasonable control, Landlord shall not be liable for damages
to persons or property for any such discontinuance or interruption, nor shall such discontinuance or interruption in any way be construed as a constructive or actual eviction of Tenant or cause an
abatement of rent or operate to release Tenant from any of Tenant's obligations hereunder. Landlord's obligation to furnish services or electric current shall be conditioned upon the availability of
adequate energy sources from the public utility companies presently serving the Building Complex. If Landlord elects for any reason to temporarily discontinue services to Tenant and/or the Building
Complex then Landlord shall give Tenant prior notice thereof and Tenant shall have the right to approve the scheduling thereof, which approval shall not be unreasonably withheld or delayed and in any
event Landlord shall use reasonable efforts to restore as soon as possible any service which has been interrupted. Landlord shall have the right to reduce heating, cooling or lighting within the
Premises and in the public area in the Building as required by any mandatory fuel or energy-saving program. Furthermore, due to energy code design requirements as promulgated from time to time, Tenant hereby acknowledges that it may on certain days experience discomfort with the heating and air conditioning cycle, and Landlord shall have no responsibility or liability therefor.

5.3Services Paid by Tenant.Unless otherwise provided by Landlord, Tenant shall separately arrange with the
applicable local public authorities or utilities, as the case may be, for the
furnishing of and payment for all telephone services as may be required by Tenant in the use of the Premises. Tenant shall directly pay for such telephone services, including the establishment and
connection thereof, at the rates charged for such services by said authority or utility, and the failure of Tenant to obtain or to continue to receive such services for any reason whatsoever shall not
relieve Tenant of any of its obligations under this Lease.

5.4Above-Standard Service Requirements.If unusual heat-generating machines or equipment cause the
temperature in the Premises, or any part thereof, to exceed the temperatures the Building's
air conditioning system would be able to maintain in such Premises were it not for such heat-generating equipment, then Landlord reserves the right to install supplementary air
conditioning units in the Premises, and the cost thereof, including the cost of installation and the cost of operation and maintenance thereof, shall be paid by Tenant to Landlord upon demand by
Landlord.

Tenant
shall not, without the written consent of Landlord, use any apparatus or device which will in any way increase the amount of electricity or water which Landlord determines to be
reasonable for use of the Premises as general office space, nor connect with electric current (except through existing electrical outlets in the Premises) or water pipes any apparatus or device for
the purposes of using electric current, other energy or water except as set forth in Article 15 hereof. Landlord shall have the right to install one or more separately submetered electrical
circuits to serve all of the Tenant's equipment, machinery or appliances which equipment, machinery or appliances requires electrical current supplied to the Premises for general office purposes as
the same is determined by Landlord which costs of submetering shall be payable by Tenant to Landlord upon demand. Tenant shall also, at its own cost, have the right to directly meter the electric
services for its Premises in which event
Landlord shall have no right to object to any equipment that uses "above-standard" amounts of electricity. Tenant agrees to reimburse the Landlord for the submetered electrical current utilized by
Tenant at the rates charged to Landlord to purchase electrical current for the Building, such reimbursement to be made within fifteen (15) days of the date of the billing therefor; such billing
to occur no more frequently than monthly.

5.5Cleaning.Upon prior written notice to Landlord, Tenant may provide its own janitorial or cleaning
services subject to supervision of Landlord, at Tenant's sole
responsibility, and by a janitorial or cleaning contractor or employees at all times satisfactory to Landlord. Landlord shall provide janitorial and cleaning services, in accordance with such
reasonable standards generally provided in Class A suburban office buildings in the Denver-Boulder metropolitan area for the common areas of the Building Complex.

5.6Re-Lamping.Exclusive of the Premises, Landlord shall have the exclusive right to make any replacement
of electric light bulbs, fluorescent tubes and ballasts in the Building
Complex throughout the Lease Term and any renewal thereof. Landlord may adopt a system of relamping and reballasting periodically on a group basis in accordance with good management practice.

5.7Fiber Optic.Landlord at Landlord's cost agrees to bring fiber optic capability from the street to the
Building (which obligation is dependent upon there being a fiber optics
system in the street immediately adjacent to the Building Complex which is accessible for the benefit of tenants and other users) and that the Building shall have DS3 (T3) capability and for Tenant's
Premises the capability for at least one hundred telephone lines. Landlord shall have no responsibility or liability for bringing either the phone system or fiber optics to the Premises. Nothing
herein shall prohibit Landlord from entering into licensing or other agreements with any telecommunications company or entity for the Building nor shall Landlord be prohibited from installing a minimum point of entry fiber optics system and/or updating or replacing any system from time to time in the Building.

5.8After Hours Access.Except as specifically set forth in Sections 15.2, 21.1 and 22.2, and subject to
applicable local laws and emergencies, Tenant shall have access to its Premises
twenty-four hours a day, seven days a week. Tenant acknowledges that certain security measures may apply during nonregular business hours or holidays, including the use of keys for access
to the Building.

ARTICLE 6TENANT REPAIR

6.1Damage by Tenant.If the Building Complex, the Building, the Premises or any portion thereof including
but not limited to the elevators, boilers, engines, pipes and other
apparatus, or members of elements of the Building (or any of them) used for the purpose of climate control of the Building or operating the elevators, or if the water pipes, drainage pipes, electric
lighting or other equipment of the Building or the roof or outside walls of the Building or the Generator or the parking facilities of Landlord and also the Tenant Finish including but not limited to
the carpet, wall covering, doors and woodwork, become damaged or are destroyed through the negligence, carelessness or misuse of the Tenant, its servants, agents, employees or anyone permitted by
Tenant to be in the Building, or through it or them, then the cost of the necessary repairs, replacements or alterations shall be borne by the Tenant who shall forthwith pay the same on demand to the
Landlord as Additional Rent. Landlord shall have the exclusive right, but not the obligation, to make any repairs necessitated by such damage.

6.2Maintenance.Tenant shall keep the Premises in as good order, condition and repair as when they were
entered upon. If Tenant fails to keep the Premises in such good order,
condition and repair as required hereunder to the satisfaction of Landlord, Landlord may restore the Premises to such good order and condition and make such repairs without liability to Tenant for any
loss or damage that may accrue to Tenant's property or business by reason thereof, and upon completion thereof, Tenant shall pay to Landlord, as Additional Rent, upon demand, the cost of restoring the
Premises to such good order and condition and of the making of the repairs.

6.3Good Condition.Tenant shall leave the Premises at the end of each Business Day in a reasonable
condition for the purpose of allowing the performance of the Landlord's cleaning
services hereinafter described.

6.4Surrender.Tenant shall deliver, at the expiration of the Term hereof or upon sooner termination of the
Term, the Premises in good repair as aforesaid and in a state of
broom cleanliness.

6.5Broken Glass.Tenant shall pay on demand the cost of replacement with identical quality, size and
characteristics of glass broken on the Premises, including outside windows and
doors of the perimeter of the Premises (including perimeter windows in the exterior walls) during the continuance of this Lease, unless the glass shall be broken by Landlord, its servants, employees
or agents acting on its behalf.

ARTICLE 7ASSIGNMENT AND SUBLETTING

7.1Limitations.Except as specifically set forth in Sections 7.4 and 7.5 below, Tenant shall not assign or
in any manner transfer this Lease or any estate or interest therein the
Premises or any part thereof, or grant any license, concession or other right to occupy any portion of the Premises without the prior written consent of Landlord which shall not be unreasonably
withheld. In no event shall Tenant have any right to assign if there exists any default under this Lease. Consent by Landlord to one or more assignments of this Lease or of the Premises shall not
operate as a waiver of Landlord's rights under this section. Any such assignment or subletting without Landlord's consent shall be deemed void and confer no rights upon a third party. Notwithstanding any assignment, Tenant and any guarantor
of Tenant's obligations under this Lease shall at all times remain fully responsible and liable for the payment of the rental herein specified and for compliance with all other terms and conditions of
this Lease. Without in any way limiting Landlord's right to refuse to give consent, Landlord reserves the right in the event it does give consent to impose such conditions upon its consent as Landlord
deems necessary including the requirement of additional security which in Landlord's business judgment shall insure the state of the Premises and the rentals due under this Lease. Landlord shall also
have the right in the event of such proposed assignment to terminate this Lease in which event Landlord shall have the right, but not the obligation, to enter into a Lease with such proposed assignee.

Neither
this Lease nor any interest therein shall be assignable as to the interest of Tenant by operation of law, without the written consent of Landlord. A sale by Tenant of all or
substantially all of its assets or all or substantially all of its stock, if Tenant is a publicly traded corporation, a merger of Tenant with another corporation; or the transfer of
twenty-five percent (25%) or more of the stock of Tenant if Tenant's stock is not publicly traded; or the transfer of fifty percent (50%) or more of the beneficial ownership interest in
Tenant if Tenant is a partnership without the prior written consent of Landlord, shall constitute a prohibited assignment hereunder, subject to the limitations set forth above. Notwithstanding the
foregoing, such assignment shall not be prohibited if the Tenant is not in default hereunder and the net worth of the Tenant upon such assignment is not less than ten million dollars with not more
than ten percent of such net worth attributable to good will. Prior to such assignment being deemed effective Tenant shall deliver to Landlord current financials prepared in accordance with GAAP by an
independent certified public accountant.

7.2Acceptance of Performance.If this Lease be assigned or if the Premises or any part thereof be sublet or
occupied by anybody other than Tenant, Landlord may, after default by Tenant,
collect the rent from the assignee, subtenant or occupant and apply the net amount collected to the rent herein reserved retaining the remainder, if any, for the account of Landlord, but no such
assignment, subletting, occupancy or collection shall be deemed an acceptance of the assignee, subtenant or occupant as the Tenant hereof, or constitute a release of Tenant from further performance by
Tenant of the covenants on the part of Tenant herein contained.

7.3Document Review.All documents utilized by Tenant to evidence any subletting or assignment for which
Landlord's consent has been requested, shall be subject to prior reasonable
approval by Landlord or its attorney. Wherever
Landlord's prior approval or consent to any assignment or sublease is required pursuant to this Article 7, then, in such event, Tenant shall submit to Landlord in writing, by notice directed to
Landlord's Vice President of Leasing, at Landlord's address, at least fifteen (15) business days in advance of the date on which Tenant desires to make such proposed assignment or sublease at
least the following information and materials (each, a "Tenant's Request to Assign or Sublet"): (a) all of the terms of said proposed assignment or sublease, including the proposed effective
date thereof, (b) the name and address of each proposed assignee or subtenant, (c) the portion or portions of the Premises as to which the requested assignment or sublease is proposed to
apply, and (d) in the case of a requested sublease, the form of such proposed sublease. Landlord may require Tenant to obtain and submit current financial statements of any proposed assignee or
subtenant. Landlord shall then have a period of five (5) business days following receipt of Tenant's Request to Assign or Sublet within which to notify Tenant in writing whether Landlord elects
to (i) cancel and terminate this Lease as to the space so affected as of the proposed effective date so specified by Tenant in its notice, in which event Tenant will be relieved of all
obligations under the Lease as to such space as the date so specified by Tenant; (ii) permit Tenant to assign this Lease or sublet such space for the duration specified by Tenant in its notice;
or (iii) reject the proposed assignment or sublease on reasonable grounds. If Landlord fails to notify Tenant in writing of Landlord's election within five (5) business days of receipt
from Tenant of all of the information and materials required in this Paragraph, Landlord shall be deemed to have approved the proposed assignment or sublease. If Tenant desires to assign the Lease or sublease any portion of the Premises which under the terms of this
Article 7 requires Landlord's prior consent or approval, then Tenant shall pay Landlord's actual and reasonable out-of-pocket expenses (including, without limitation,
attorneys' fees and expenses) paid to or incurred with any third party in connection with responding to Tenant's Request to Assign or Sublet.

7.4Subletting.Provided that Tenant is not in default hereunder, Tenant may from time to time sublet all or
any portion of the Premises to any subtenant without Landlord's prior
consent, subject, however, to each of the following conditions being fully complied with by Tenant:



7.5Affiliated Entity.Provided Tenant is not in default of this Lease, which default has not been cured
within any applicable cure period, Tenant may, without Landlord's prior written
consent assign the Lease to: (i) a subsidiary, affiliate, division or corporation controlled or under common control with Tenant; (ii) a successor corporation to Tenant by merger,
consolidation, or nonbankruptcy reorganization; (iii) a purchaser of substantially all of Tenant's assets and who continues to operate as "Tenant" in the Premises (collectively, "Permitted
Assignees"). Tenant acknowledges warrants and agrees that the Permitted Assignee shall assume all liabilities and obligations of Tenant under the Lease. Tenant shall notify Landlord of all Permitted
Assignee(s) within thirty (30) days of such assignment or subletting. For the purpose of this Lease, sale or transfer of Tenant's capital stock, including without limitation, a transfer in
reorganization of Tenant and any sale through any public exchange, shall not be deemed an assignment, subletting, or any other transfer of the Lease or the Premises, provided that the surviving entity
in such transfer assumes the Lease by operation of law.



ARTICLE 8TRANSFER BY LANDLORD AND LIMITED LIABILITY

8.1Transfer of Landlord's Interest.In the event of a sale, conveyance, or assignment by Landlord of
Landlord's interest in the Building Complex (other than a transfer for security purposes only),
Landlord shall be relieved from and after the date specified in any such notice of transfer or assignment of all of Landlord's obligations and liabilities accruing thereafter on the part of Landlord,
and Tenant agrees to look only toward such assignee or transferee of Landlord's interest.

8.2Limited Liability of Landlord.Anything contained in this Lease to the contrary notwithstanding, Tenant
agrees that Tenant shall look solely to the estate of Landlord in the Building Complex
for the collection of any judgment (or other judicial process) requiring the payment of money by Landlord in the event of any default or breach by Landlord with respect to any of the terms and
provisions of this Lease to be observed or performed by Landlord, subject, however, to the prior rights of the holder of any mortgage covering the Building Complex, and no other assets of Landlord,
its partners, agents, employees, officers, or employees or officers of any of its partners shall be subject to levy, execution or other judicial process for the satisfaction of Tenant's claim and
Landlord shall not be liable for any such default or breach except to the extent of Landlord's estate in the Building Complex.

8.3Limited Liability of Tenant.Landlord agrees that the personal assets of Tenant's employees, directors
and officers shall not be subject to levy, execution, or other judicial process for the
satisfaction of Landlord's claim against Tenant.

ARTICLE 9USE OF PREMISES

9.1Use.Except as expressly permitted by prior written consent of the Landlord, the Premises shall not be
used other than for a video production company and for other
general business office purposes. Any other use shall require Landlord's prior written consent, which shall not be unreasonably withheld provided that such use complies with applicable restrictive
covenants and zoning, the use is consistent with a first class suburban office building, and does not generate, store, use, or dispose of any hazardous, toxic or infectious substances in or from the
Premises. All use of the Premises shall comply with the terms of this Lease and all applicable laws, ordinances, regulations or other governmental ordinances from time to time in existence.

9.2Compliance with Rules and Regulations.Tenant and employees and all persons visiting or doing business
with the Tenant in the Premises shall be bound by and shall observe the reasonable Rules and
Regulations as set forth inExhibit Fattached hereto and made a part hereof, which may, at Landlord's sole discretion, be promulgated, amended,
or expanded from time to time during the Lease Term by the Landlord relating to the Building, the Building Complex and/or the Premises of which notice in writing shall be given to the Tenant within
thirty (30) days of such clause at which time they will become effective and all such rules and regulations as changed from time to time shall be deemed to be incorporated into and
form a part of this Lease. Any default in the performance or observance of such rules and regulations shall be a default hereunder and Landlord shall have all remedies provided for in this
Lease in the event of default by Tenant. Landlord however, shall not be responsible to Tenant for nonobservance by any other tenant or person of any tenant or person of any such rules and regulations.
Notwithstanding the above except as required by any governmental authority, law, or pursuant to recorded documents, Landlord shall not adversely impose any new rules and regulations upon Tenant
without Tenant's consent, which shall not be unreasonably withheld.

9.3Electronics Testing Lab.Subject to compliance with (i) all other provisions of this Lease,
(ii) applicable zoning, use and building code restrictions,
(iii) insurance requirements, and (iv) any restrictions and requirements imposed by applicable recorded covenants and regulations, Tenant may use a portion of the Premises for and electronics testing lab.

ARTICLE 10INSURANCE

10.1Tenant's Insurance.Tenant shall, during its occupancy of the Premises and during the entire term
hereof, at its sole cost and expense, obtain, maintain and keep in full force and
effect, and with the Tenant, the Landlord, Landlord's agents, and Landlord's mortgagees named as additional insureds therein as their respective interests may appear, the following types and kinds of
insurance:



All
policies shall be taken out with insurers licensed to do business in the State of Colorado and shall carry an A.M. Best rating of not less than A-XII (A minus 12).
All policies shall be primary and noncontributory. The Tenant agrees that certificates of insurance, or, if required by the Landlord or the mortgagees of the Landlord, certified copies of binders for
such insurance policies will be delivered to the Landlord within ten (10) days after the placing of the required insurance with delivery of copies of the policies, no event later than thirty (30) days after Tenant takes possession
of all or any part of the Premises. All policies shall contain an undertaking by the insurers to notify the Landlord and the mortgagees of the Landlord in writing not less than thirty (30) days
prior to any material adverse change, cancellation or sooner termination thereof.

The
Tenant covenants and agrees that in the event of damage or destruction to the leasehold improvements in the Premises covered by insurance as required to be taken out by the Tenant
herein, and if the Landlord or Tenant do not terminate this Lease pursuant to Section 21.1 herein, the Tenant will use the proceeds of such insurance for the purpose of repairing or restoring
such leasehold improvements. In the event that Landlord or Tenant are entitled to terminate the Lease pursuant to Article 21, then if the Premises have also been damaged, Tenant shall pay to
Landlord all of its insurance proceeds relative to the leasehold improvements.

10.2Landlord's Insurance.Landlord agrees to carry or cause to be carried during the term hereof public
liability insurance on the Building Complex providing coverage of not less than Two
Million and No/100 Dollars ($2,000,000.00) for personal injury or death arising out of any one occurrence. Landlord also agrees to carry during the term hereof insurance for fire, extended coverage,
vandalism and malicious mischief, insuring the Building Complex (excluding foundations, excavations and other non-insurable items) for the full insurable value thereof. Landlord may, but
shall not be obligated to, take out and carry any other form or forms of insurance as it or the mortgagees of Landlord may reasonably determine to be advisable. Notwithstanding any contribution by
Tenant to the cost of insurance premiums, as provided in Article 4, Tenant acknowledges that it has no right to receive any proceeds from any such insurance policies carried by Landlord, and
that such insurance will be for the sole benefit of Landlord, with no coverage for Tenant for any risk insured against.

10.3Subrogation.The parties hereto agree that any and all fire, extended coverage and/or property damage
insurance which is required to be carried by either shall be endorsed
with a subrogation clause, substantially as follows: "This insurance shall not be invalidated should the insured waive, in writing prior to a loss, any and all right of recovery against any party for
any special causes of loss," and each party hereto waives
all claims for recovery from the other party, its officers, agents or employees for any loss or damage (whether or not such loss or damage is caused by negligence of the other party), and
notwithstanding any provisions contained in this Lease to the contrary, to any of its real or personal property insured under valid and collectible insurance policies to the extent of the collectible
recovery under such insurance.

ARTICLE 11OBSERVANCE OF LAW

11.1Law.Tenant shall comply with all provisions of law, including without limitation, federal, state,
county and city laws, ordinances and regulations and any other
governmental, quasi-governmental or municipal regulations, which shall impose any duty upon Landlord or Tenant, and which relate to the partitioning, equipment operation, alteration, occupancy and use
of the Premises, and to the making of any repairs, replacements, alterations, additions, changes, substitutions or improvements of or to the Premises. Moreover, Tenant shall comply with all police,
fire and sanitary regulations imposed by any federal, state, county or municipal authorities, or made by insurance underwriters, and to observe and obey all governmental and municipal regulations and
other requirements governing the conduct of any business conducted in the Premises.

11.2Taxes.Tenant shall fully and timely pay all business and other taxes, charges, rates, duties,
assessments and license fees levied, rates imposed, charged or assessed
against or in respect of the Tenant's occupancy of the Premises or in respect of the personal property, trade fixtures, furniture and facilities of the Tenant or the business or income of the Tenant
on and from the Premises, if any, as and when the same shall become due, and to indemnify and hold Landlord harmless from and against all payment of such taxes, charges, rates, duties, assessments and license fees and against all loss,
costs, charges and expenses occasioned by or arising from any and all such taxes, rates, duties, assessments and license fees, and to promptly deliver to Landlord for inspection, upon written request
of the Landlord, evidence satisfactory to Landlord of any such payments.

ARTICLE 12WASTE AND NUISANCE

12.1 Tenant
shall not commit, suffer or permit any waste or damage or disfiguration or injury to the Premises or common areas in the Building or the fixtures and equipment
located therein or thereon, or permit or suffer any overloading of the floors thereof and shall not place therein any safe, heavy business machinery, computers, data processing machines, or other
heavy things without first obtaining the consent in writing of the Landlord and, if requested, by Landlord's superintending architect, and not use or permit to be used any part of the Premises for any
dangerous, noxious or offensive trade or business, and shall not cause or permit any nuisance, noise or action in, at or on the Premises. Tenant shall not store, produce, maintain or dispose of any
materials or substances in or about the Premises, the Building or Building Complex which is a regulated, toxic, hazardous or infectious material or substance under any environmental statute, rule,
regulation, or ordinance of any governmental authority.

ARTICLE 13ENTRY BY LANDLORD

13.1 Landlord
and its agents shall have the right to enter the Premises escorted by an employee or representative of Tenant, at all reasonable times, upon prior verbal
notice to Tenant as set forth below for the purpose of examining or inspecting the same, and any other services to be provided by Landlord to Tenant hereunder, to show the same to prospective bona
fide purchasers, lenders, investors or tenants of the Building (collectively, "Prospect Visits"), and to make such alterations, repairs, improvements or additions, whether structural or otherwise, to
the Premises or to the Building as Landlord may deem necessary or desirable. Tenant shall reasonably cooperate with Landlord to permit such access and provide an escort. Notices for entry shall be
given to an officer or supervisor of Tenant, as set forth on a written list delivered by Tenant to Landlord. Notwithstanding the above, Landlord shall have the right (but not the obligation) to enter
unescorted and without notice for janitorial services (if not supplied by Tenant) or if Landlord reasonably believes that there exists an emergency. Landlord may enter by means of a master key without
liability to Tenant except for any failure to exercise due care for Tenant's property and without affecting this Lease. Landlord shall use reasonable efforts to give Tenant not less than
48 hours prior notice of Prospect Visits and will coordinate such entry with Tenant so as to not interfere with any of Tenant's film production including delaying or scheduling of such visits
after business hours if reasonably requested by Tenant. If such Prospect Visits exceed ten (10) per calendar year then Landlord will pay to Tenant for each additional visit during such calendar
year a visitation fee equal to $50.00 per hour for each additional Prospect Visit during the applicable calendar year, prorata for any partial hour of visitation.

ARTICLE 14INDEMNIFICATION OF LANDLORD

14.1Tenant's Indemnity.Subject to the provisions of Section 10.3 of this Lease and Section 14.3
below, Tenant shall indemnify the Landlord and save it harmless from and
against any and all loss (including loss of rentals payable by the Tenant or other tenants in the event of loss either directly or indirectly caused by any act or omission of Tenant unless such loss
is covered by Landlord's rent abatement insurance), claims, actions, damages, liability and expenses in connection with loss of life and personal injury, hazardous substance or environmental claims, and damage to property arising
from any occurrence in, upon or at Premises during the term of this Lease or any part thereof, or occasioned wholly or in part by any act or omission of the Tenant, its agents, contractors, employees,
servants, licensees, or concessionaires or invitees or by anyone permitted to be on Premises by the Tenant; however in no event shall Tenant indemnify Landlord or hold it harmless from any negligence
or misconduct of Landlord, its agents, employees or contractors or Landlord's invitees. In case the Landlord shall be made a party to any litigation commenced by or against the Tenant (except
litigation where the Tenant is seeking relief from or a remedy against Landlord, its agents, employees, or contractors), then the Tenant shall protect and hold the Landlord harmless and shall pay all
costs, expenses and reasonable attorneys' fees incurred or paid by the Landlord in connection with such litigation whether or not such action is contested or prosecuted to judgment. All personal
property on Premises shall be at the Tenant's sole risk, and Landlord shall not be liable for any damage done to or loss of such personal property or for damage or loss suffered by Tenant, unless
caused solely by Landlord's negligence, subject to the provisions of Sections 10.3 and 23.1.

14.2Landlord's Indemnity.Subject to the provisions of Section 8.2, Section 10.3 and
Section 14.3 below, Landlord shall indemnify and hold Tenant harmless from and
against any and all loss, claims, actions or damages, liability and expenses in connection with loss of life and personal injury, and damage to property arising from any occurrence occasioned wholly
or in part by any act or omission of the Landlord, its agents, employees or contractors, except as set forth herein; however in no event shall Landlord indemnify Tenant or hold it harmless from any
negligence of Tenant, its agents, employees or contractors. If Landlord has any liability pursuant to Article 23, then this indemnity shall apply to any claims or expenses of Tenant arising in
conjunction with such liability; however this indemnity shall not change or increase Landlord's liability under Article 23.

14.3Comparative Negligence.Subject to the provisions of Section 10.3 but notwithstanding any
indemnity provision or other provisions contained in this Lease to the contrary, if both
the Landlord's and the Tenant's negligence (which shall include the agents, partners, contractors, invitees and employees of either, as applicable) caused or contributed to any claim for damages for
injury to person or property then neither party shall indemnify the other for such negligence and each party shall be responsible for such claims pursuant to the provisions of C.R.S. §
13-21-111 pertaining to comparative negligence, as amended from time to time.

ARTICLE 15ALTERATIONS

15.1Alterations by Tenant.Tenant shall not make, install or erect in or to the Premises any installations,
alterations, additions or partitions which require a building or similar permit
and/or affect any structural portion of the Building including the roof or affect any of the Building systems including but not limited to HVAC, plumbing and electrical systems, without submitting the
drawings and specifications to the Landlord and obtaining the Landlord's prior written consent in each instance, which consent may not be unreasonably withheld. Furthermore, the Tenant shall obtain
the Landlord's prior written consent to any change or changes in such drawings or specifications submitted as aforesaid, subject to the payment of the cost to the Landlord of having its architects
and/or consultants review such plans and changes thereto prior to proceeding with any work based on such drawings or specifications. All such work shall be performed free and clear of all mechanic's
liens and Landlord shall have no liability for the performance of such work, notwithstanding its consent to any plans and specifications. PROVIDED NEVERTHELESS that the Landlord may, at its option, at
Tenant's expense, require that the Landlord's contractors be engaged for any mechanical or electrical work. Without limiting the generality of the foregoing, any work performed by or for the Tenant
shall be performed by competent workmen whose labor union affiliations are not incompatible with those of any workmen who may be employed in the Building Complex by the Landlord, its contractors or subcontractors and all work shall be subject to the inspection and reasonable review and approval by
Landlord and/or its consultants. In addition to the above, all contractors and subcontractors must meet Landlord's specifications, as solely determined by Landlord, for minimum requirements for
insurance, bonds, quality of work, experience and such other reasonably applicable factors. The Tenant shall submit to the Landlord's supervision over construction, shall provide Landlord upon request
with financial assurances prior to the commencement of alterations, and promptly pay to the Landlord's or the Tenant's subcontractors, as the case may be, when due, the costs of all such work and of
all materials, labor and services involved therein and of all decoration and all changes in the Building, its equipment or services necessitated thereby. The Tenant covenants that the Tenant will not
suffer or permit during the Term hereof any mechanics' or other liens for work, labor, services or materials ordered by the Tenant or for the cost of which the Tenant may be in any way obligated, to
attach to the Premises or to the Building Complex and that whenever and so often as any such liens shall attach or claims therefor shall be filed, the Tenant shall, within thirty (30) days
after the Landlord has notice of the filing of the claim for lien, procure the discharge thereof by payment or by giving security or in such other manner as is or may be required or permitted by law
or which shall otherwise satisfy Landlord and/or Landlord's lender. The Tenant shall, at its own cost and expense, take out or cause to be taken out any additional insurance or bonds reasonably
required by the Landlord to protect the Landlord's and the Tenant's interest during the period of alteration.

At
least five (5) days prior to the commencement of any work permitted to be done by persons requested by the Tenant on the Premises, the Tenant shall notify the Landlord of the
proposed work and the names and addresses of the persons supplying labor and materials for the proposed work so that the Landlord may avail itself of the provisions of statutes such as
Section 38-22-105(2) of the Colorado Revised Statutes (1973). During any such work on the Premises, the Landlord, or its representatives, shall have the right to go upon
and inspect the Premises at all reasonable times, and shall have the right to post and keep posted thereon notices such as those provided for by Section 38-22-105(2)
C.R.S. (1973) or to take any further action which the Landlord may deem to be proper for the protection of the Landlord's interest in the Premises.

15.2Alterations by Landlord.Landlord hereby reserves the right at any time and from time to time to make
changes in, additions to, subtractions from or rearrangements of the Building
Complex, including, without limitation, all improvements at any time thereof, all entrances and exits thereto, and to grant, modify and terminate easements or other agreements pertaining to the use
and maintenance of all or parts of the Building, including, but not limited to, the entrance foyer and lobby, and the common corridors and to make changes or additions to the pipes, conduits, ducts,
utilities and other necessary building services in the Premises which serve other portions of the Building, provided that prior to the Commencement Date, the Landlord may alter the Premises to the
extent found necessary by the Landlord to accommodate changes in construction design or facilities including major alterations but provided always that the Premises, as altered, shall be in all
material aspects comparable to the Premises as defined herein. Landlord shall not unreasonably obstruct or interrupt Tenant's access to the Premises and in such event Landlord shall provide
alternative access during all business hours. If Landlord elects to block Tenant's access during non-business hours for non-emergencies, then Landlord shall reasonably
coordinate same with Tenant. Notwithstanding the provision set forth above, Landlord agrees during the first five (5) years of the initial term, provided Tenant is not in default, not to
materially change the character or configuration of the first floor lobby of the Building without Tenant's consent which will not be unreasonably withheld or delayed.



ARTICLE 16SIGNS AND ADVERTISING

16.1 Tenant
shall not install, paint, display, inscribe, place or affix any sign, picture, advertisements, notice, lettering or direction on any part of the Building Complex
or in the interior of the Premises or other portion of the Building. The Landlord will prescribe a uniform pattern of identification signs for tenants to be placed on the outside corridor wall which
is near the door leading into the Premises and other than such identification signs, Tenant shall not install, paint, display, inscribe, place or affix, or
otherwise attach, any sign, picture, advertisement, notice, lettering or direction on the inside or outside of the Premises for exterior view without the written consent of the Landlord.

16.2 Landlord
shall at Landlord's cost install directory signage for Tenant in the lobby, which causes Tenant's name "Gaiam, Inc." to be readily visible upon entry to
the main lobby of the Building and which identifies Tenant as being on the third floor. At Tenant's request and at Tenant's cost, Landlord agrees to add the name or names and corresponding suite
numbers of any assignee or subtenant of Tenant permitted or approved pursuant to Article 7 hereof to the directory signage in main lobby of the Building.



ARTICLE 17SUBORDINATION TO MORTGAGES AND DEEDS OF TRUST

17.1 This
Lease and the rights of Tenant hereunder shall be and are hereby made subject and subordinate to the lien of any mortgages or deeds of trust now or hereafter
existing against the Building Complex and to all renewals, modifications, consolidations, replacements and extensions thereof and to all advances made, or hereafter to be made, upon the security
thereof. Although such subordination shall be self-operating, Tenant, or its successors in interest, shall upon Landlord's request, execute and deliver upon the demand of Landlord any and
all instruments desired by Landlord, subordinating, in the manner reasonably requested by Landlord, this Lease to any such mortgage or deed of trust. Landlord is hereby irrevocably appointed and
authorized as agent and attorney-in-fact of Tenant to execute all such subordination instruments in the event Tenant fails to execute said instruments within fifteen
(15) days after notice from Landlord demanding the execution thereof.

Should
any mortgage or deed of trust affecting the Building Complex be foreclosed, then:



As
used in this Article 17, "mortgagee" and "beneficiary" shall include successors and assigns of any such party, whether immediate or remote, the purchaser of any mortgage or
deed of trust, whether at
foreclosure or otherwise, and the successors, assigns and mortgagees and beneficiaries of such purchaser, whether immediate or remote.

Landlord,
at the written request of Tenant, agrees to request any mortgagee or beneficiary to enter into a non-disturbance agreement with Tenant, in a form satisfactory to
such mortgagee or beneficiary, stating that Tenant's right to the continued use and possession of the Premises shall be under the same terms and conditions as set forth in this Lease provided that at
such time Tenant is not in default of its obligations herein. Landlord makes no representations or warranties that such non-disturbance agreement will be entered into by any beneficiary or
mortgagee, however, the self-operative subordination of this Lease and attornment by Tenant is in such event conditioned upon the mortgagee or beneficiary not disturbing Tenant's right
under this Lease, provided that Tenant is not in default hereof.

ARTICLE 18ESTOPPEL CERTIFICATE/FINANCIAL INFORMATION

18.1Estoppel Certificate.Tenant agrees that it will from time to time, upon request by Landlord, execute
and deliver to Landlord within ten (10) days after demand therefor an
estoppel certificate on Landlord's reasonable form certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect
as so modified). Notwithstanding the above, if during such ten (10) day period an authorized representative or officer of Tenant is not available in Colorado to execute the estoppel
certificate, then Tenant shall not be in default if it returns the executed certificate within twenty (20) days of demand therefor.

18.2Financial Information.Tenant shall, upon Landlord's written request and upon Tenant's receipt from
Landlord of a copy of a fully executed letter of interest which evidences either a
bona fide proposed sale of or refinancing with a federally chartered lending institution, pension fund, insurance company or other source of capital for the Building Complex, deliver to such lender or
purchaser a copy of Tenant's most recent financial statement, which annual financial statement shall be prepared and reviewed by an independent certified public accountant no less often than once per year in
accordance with generally accepted accounting principals ("GAAP"), provided, however, Landlord shall not be required to provide Tenant with written evidence of a proposed refinancing for the first two
refinancing requests made by Landlord during the term of this Lease in conjunction with a proposed refinancing of the Building Complex. Except in the manner specifically set forth in the preceding
sentence, Landlord shall not include Tenant's financial statements in any attempt to obtain a purchaser for, or refinancing on, the Building Complex. Tenant agrees that any letter of interest shall be
confidential as to the name of the lender and/or purchaser and as to the terms, if any, contained in such letter of interest, and Tenant agrees to execute a reasonable confidentiality agreement if
requested by Landlord. Tenant shall have the right to require a reasonable confidentiality agreement from such lender or purchaser concerning such financials, if Tenant is not a public company.
Furthermore, such lender or purchaser may, if it has reasonable questions about matters contained in the financials, address such questions in writing to the president of Tenant, and the president
shall reasonably and promptly cooperate with such lender or purchaser with respect to the responses to the questions.

ARTICLE 19QUIET ENJOYMENT

19.1 Subject
to the terms and provisions of this Lease, Landlord covenants and agrees that Tenant shall peaceably and quietly enjoy the Premises and Tenant's rights
hereunder during the term hereof, without hindrance by Landlord.

ARTICLE 20FIXTURES

20.1 Any
or all installations, alterations, additions, partitions and fixtures in or upon the Premises other than the Tenant's trade fixtures, work stations with movable
walls, mounted video screens, raised platforms and cables beneath the raised platforms, which are located upon the Premises, whether placed there by the Tenant or the Landlord, shall, immediately upon
such placement, become the property of the Landlord without compensation therefor to the Tenant. Notwithstanding anything herein contained, the Landlord shall be under no obligation to repair,
maintain or insure such installations, alterations, additions, partitions and fixtures or anything in the nature of a leasehold improvement made or installed by or on behalf of the Tenant. The
Landlord may elect that any or all installations made or installed by or on behalf of the Tenant be removed at the end of the Lease Term and, if the Landlord so elects, it shall be the Tenant's
obligation to restore the Premises to the conditions they were in previous to such alterations, installations, partitions and fixtures on or before the termination of this Lease. Such removal and
restoration shall be at the sole expense of the Tenant.

ARTICLE 21DAMAGE OR DESTRUCTION

21.1Casualty.In the event that the Building should be totally destroyed by fire, tornado or other casualty,
 or should be so damaged that rebuilding or repairs cannot be
completed within one hundred and eighty (180) days after the date of such damage, Landlord may, at its option, terminate this Lease in which event the rent shall be abated during the unexpired
portion of this Lease effective with the date of such damage, or Landlord may proceed to rebuild the Building and the Premises. If the damage prohibits Tenant's use of the Premises, cannot be repaired
within one hundred and eighty (180) days and was not caused by the Tenant, then Tenant can elect to terminate this Lease by written notice to Landlord received within sixty (60) days of
the date of damage. In the event the Building should be damaged by fire, tornado or other casualty, but only to such extent that rebuilding or repairs in Landlord's reasonable estimation can be completed within one hundred and eighty (180) days after the date of such damage, or if the damage cannot be repaired within such time frame but
Landlord does not elect to terminate this Lease, in either such event, Landlord shall, within sixty (60) days after the date of such damage commence to rebuild or repair the Building and shall
proceed with reasonable diligence to restore the Building to substantially the same condition in which it was immediately prior to the happening of the casualty, except that the Landlord shall not be
required to rebuild, repair or replace any part of the partitions, fixtures and other improvements which may have been placed by the Tenant or other tenants within the Building and rent shall
equitably abate from the date of damage until such damage is repaired if such casualty results in damage to Tenant's Premises or prohibits its access to the Premises or use thereof. In the event any
mortgagee under a deed of trust, security agreement or mortgage on the Building should require that the insurance proceeds be used to retire the mortgage debt, Landlord shall have no obligation to
rebuild and if Landlord so elects, this Lease shall terminate upon notice to Tenant. Unless otherwise provided in this Lease, any insurance which may be carried by the Landlord or the Tenant against
loss or damage to the Building or to the Premises shall be for the sole benefit of the party carrying such insurance and under its sole control.

21.2Casualty Caused by Tenant.If fire or other casualty causing injury to the Premises or other parts of
the Building shall have been caused by the negligence or misconduct of the Tenant, its
agents, servants or employees, or by any other persons entering the Building under express or implied invitation of the Tenant, such injury may be reasonably repaired by the Landlord at the reasonable
expense of the Tenant.

ARTICLE 22CONDEMNATION

22.1Eminent Domain.If any part of the Rentable Area of the Premises is taken by eminent domain, or by
conveyance in lieu thereof then this Lease, at the option of either party
evidenced by notice to the other given within thirty (30) days from such taking or conveyance, shall forthwith cease and terminate entirely. In the event of such termination of this Lease, then
rental shall be due and payable to the actual date of such termination. If neither party terminates this Lease, this Lease shall cease and terminate as to that portion of the Premises so taken as of
the date of such taking, and the rental thereafter payable under this Lease shall be abated prorata from the date of such taking in an amount by which that portion of the Rentable Area of the Premises
so taken shall bear to the Rentable Area of the Premises prior to such taking. If any part of the Building Complex shall be taken by eminent domain, or by conveyance in lieu thereof, and if such
taking substantially interferes with the Landlord's ownership or use of the Building Complex, the Landlord, at its option, may upon thirty (30) days' notice to the Tenant, terminate this Lease
as of the date of such taking.

22.2Damages.All compensation awarded for any taking (or the proceeds of private sale in lieu thereof) of
the Premises or Building Complex shall be the property of Landlord
and Tenant hereby assigns its interest in any such award to Landlord; provided, however, Landlord shall have no interest in any award made to Tenant for the taking of Tenant's fixtures and other
personal property or moving expenses if a separate award for such items is made to Tenant.

22.3Restoration.If both Landlord and Tenant elect not to terminate this Lease, Tenant shall remain in that
portion of the Premises which shall not have been appropriated or taken
as herein provided, and Landlord agrees, at Landlord's sole cost and expense (not to exceed the amount of condemnation proceeds received by Landlord), to, as soon as reasonably possible, restore the
remaining portion of the Premises to a complete unit of like quality and character as existed prior to such appropriation or taking.



ARTICLE 23LOSS AND DAMAGE AND DELAY

23.1Loss and Damage.The Landlord shall not be liable or responsible in any way for:



23.2Delays.Whenever and to the extent that the Landlord shall be unable to fulfill, or shall be delayed or
restricted in the fulfillment of, any obligation hereunder in
respect to the supply of or provision for, any service or utility or the doing of any work or the making of any repairs by reason of being unable to obtain the material, goods, equipment, service,
utility or labor required to enable it to fulfill such obligation or by reason of any statute, law or any regulation or order passed or made pursuant thereto or by reason of the order or direction of
any governmental or quasi-governmental administrator, controller or board, or any governmental department or officer or other authority, or by reason of not being able to obtain any permission or
authority required thereby, or by reason of any other cause beyond its control, whether of the foregoing character or not, the Landlord shall be entitled to extend the time for fulfillment of such
obligation by a time equal to the duration of such delay or restriction, and the Tenant shall not be entitled to compensation for any inconvenience, nuisance or discomfort thereby occasioned.

ARTICLE 24DEFAULT AND REMEDIES

24.1Default by Tenant.The following events shall be deemed to be events of default by Tenant under this
Lease:



24.2Remedies of Landlord.Upon the occurrence of any such events of default, Landlord shall have the option
to pursue any one or more of the following remedies without any notice or demand
whatsoever except as required by applicable law:



Exercise
by Landlord of any one or more of the remedies hereunder granted or otherwise available shall not be deemed to be an acceptance of surrender of the Premises by Tenant, whether
by agreement or by operation of law, it being understood that such surrender can be effected only by the written agreement of Landlord and Tenant. No such alteration of locks or other security devices
and no removal or other exercise of dominion by Landlord over the property of Tenant or others at the Premises shall be deemed unauthorized or constitute a conversion, Tenant hereby consenting, after
any event of default, to the aforesaid exercise of dominion over Tenant's property within the Premises. All claims for damages by reason of such reentry and/or repossession and/or alteration of locks
or other security devices are hereby waived, as all claims for damages by reason of any distress warrant, forcible detainer proceedings, sequestration proceedings or other legal process, to the extent
permitted by law. Tenant agrees that any reentry by Landlord may be pursuant to judgment obtained in forcible detainer proceedings or other legal proceedings or without the necessity for any legal proceedings, as
Landlord may elect, and Landlord shall not be liable in trespass or otherwise, to the extent permitted by law.

In
the event Landlord elects to terminate the Lease by reason of an event of default then notwithstanding such termination, Tenant shall be liable for and shall pay to Landlord, at the
address specified for notice to Landlord herein, the sum of all rental and other indebtedness accrued to date of such termination, plus, as damages, an amount equal to the total rental hereunder for
the remaining portion of the Lease term (had such term not been terminated by Landlord prior to the date of expiration as stated herein), less the reasonable rental value thereof, plus a sum equal to
any other damages incurred by Landlord by reason of such default.

In
the event that Landlord elects to repossess the Premises without terminating the Lease, then Tenant shall be liable for and shall pay to Landlord at the address specified for notice
to Landlord herein, all rental and other indebtedness accrued to the date of such repossession, plus rent required to paid by Tenant to Landlord during the remainder of the Lease Term until the date
of expiration of the term as stated herein diminished by any net sums thereafter received by Landlord through reletting the Premises during such period (after deducting expenses incurred by Landlord
as provided below). In no event shall Tenant be entitled to any excess of any rental obtained by reletting over and above the rental herein reserved. Actions to collect amounts due by Tenant to
Landlord under this subparagraph 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.

In
the event of any default or breach by Tenant, or threatened or anticipatory breach or default, Tenant shall also be liable and shall pay to Landlord, in addition to any sums provided
to be paid above, broker's fees incurred by Landlord in connection with reletting the whole or any part of the Premises; the costs of removing and storing Tenant's or other occupants' property; the
costs of repairing, altering, remodeling, or otherwise putting the Premises into condition acceptable to a new tenant or tenants; and all reasonable expenses incurred by Landlord in enforcing or
defending Landlord's rights and/or remedies, including reasonable attorney's fees whether suit was actually filed or not.

In
the event of termination or repossession of the Premises for an event of default, Landlord shall not, except as set forth herein, have any obligation to relet or attempt to relet the
Premises or any portion thereof, or to collect rental after reletting; and in the event of reletting, Landlord may relet the whole or any portion of the Premises for any period to any tenant and for
any use or purpose. Landlord agrees to use reasonable efforts to mitigate its damages; however, Landlord shall have no obligation to expend sums, give the Premises priority over other vacant space nor
to lease the space on less than market terms.

If
Tenant shall fail to make any payment or cure any default hereunder within the time herein permitted, Landlord, without being under any obligation to do so and without thereby waiving
such default, may make such payment and/or remedy such other default for the account of Tenant (and enter the Premises for such purpose), and thereupon Tenant shall be obligated to, and hereby agrees
to
pay Landlord upon demand all costs, expenses and disbursements, including reasonable attorney's fees incurred by Landlord in taking such remedial action.

Landlord
is entitled to accept, receive in cash or deposit any payment made by Tenant for any reason or purpose or in any amount whatsoever, and apply the same at Landlord's option to
any obligation of Tenant and the same shall not constitute payment of any amount owed except that to which Landlord has applied the same. No endorsement or statement on any check or letter of Tenant
shall be deemed an accord and satisfaction or recognized for any purpose whatsoever. The acceptance of any such check or payment shall be without prejudice to Landlord's rights to recover any and all amounts owed by Tenant hereunder and shall not be deemed to cure any other default nor prejudice Landlord's rights to pursue any other available remedy.

24.3Landlord's Default.Landlord shall not be deemed in default hereunder unless Tenant shall have given
Landlord written notice of such default specifying such default with
particularity and Landlord shall thereupon have thirty (30) days in which to cure any default unless such default cannot reasonably be cured within such period wherein Landlord shall not be in
default if it commences to cure the default within the thirty (30) day period and diligently pursues completion of same. In the event of any default, Tenant agrees that its exclusive remedy
shall be an action for damages.

24.4Personal Property Lien.Intentionally Deleted.

24.5No Consequential Damages.In any action by Landlord or Tenant against the other for damages arising
from a default under this Lease, such damages shall be limited to the actual
compensatory (as opposed to consequential) damages suffered or incurred by the nondefaulting party, except in the case of a default arising from the gross negligence of Landlord or Tenant.

ARTICLE 25HOLDING OVER

25.1 If
the Tenant shall continue to occupy and continue to pay rent for the Premises after the expiration of this Lease with or without the consent of the Landlord, and
without any further written agreement, the Tenant shall be a tenant from month to month at a monthly Base Rent equal to two hundred percent (200%) of the last full monthly Base Rent payment due
hereunder, and subject to all
of the additional rentals, terms and conditions herein set out except as to expiration of the Lease Term. Such holding over may be terminated by the Landlord or the Tenant upon fifteen
(15) days' notice. In the event that the Tenant fails to surrender the Premises upon termination or expiration of this Lease or such month to month tenancy, then the Tenant shall indemnify the
Landlord against loss or liability resulting from any delay of the Tenant in not surrendering the Premises, including, but not limited to, any amounts required to be paid to third parties who were to
have occupied the Premises and any attorney's fees related thereto.

ARTICLE 26NOTICE

26.1Notice.Any notice, request, statement or other writing pursuant to this Lease shall be deemed to have
been given if sent by registered, certified mail or recognized
receipted overnight mail service, postage prepaid, return receipt requested or delivered by hand to the party at the addresses set forth below:

TENANT:

Gaiam, Inc.
Suite 300
360 Interlocken Boulevard
Broomfield, Colorado 80021
Attention: PresidentLANDLORD:

Fund IX, Fund X, Fund XI and REIT Joint Venture
c/o Wells Capital, Inc.
6200 The Corners Parkway
Suite 250
Atlanta, Georgia 30092
Attention: Vice President of Property Managementwith a copy to:Troutman Sanders LLP
Bank of America Plaza
Suite 5200
600 Peachtree Street, N.E.
Atlanta, GA 30308-2216
Attention: Leslie Fuller Secrest, Esq.


and
such notice shall be deemed to have been received by the Landlord or the Tenant, as the case may be, on the earlier of actual receipt or the second business day after the date on which it shall
have been so mailed.

26.2Change of Address.Any party may, by notice to the other, from time to time, designate another address,
which notices mailed more than ten (10) days thereafter shall be
addressed.

ARTICLE 27SECURITY DEPOSIT

27.1 Promptly
following the reconciliation of Tenant's actual Prorata Share of Real Estate Taxes and Operating Expenses for calendar year 2001 pursuant to the terms of
Section 4.2 of the Original Lease,
which reconciliation Landlord and Tenant shall cause to occur no later than April 15, 2002 (and for this purpose Landlord agrees to provide the calendar year 2001 information to Tenant no later
than March 15, 2002), and provided no event of default then exists under this Lease (after giving effect to any applicable notice and grace period), Landlord shall return to Tenant the sum of
Thirty-Five Thousand Seven Hundred Sixty-Three and No/100 Dollars ($35,763.00), which sum represents the amount previously deposited by Tenant with Landlord as a security deposit under the
Original Lease, as amended. If at any time thereafter Tenant shall pay or cause to be paid to Landlord a security deposit, then Landlord shall be entitled to intermingle such deposit with its own
funds and to use same for such purposes as Landlord may determine. In the event of default by Tenant in performing any of its obligations under this Lease, Landlord may, in addition to any other right
or remedy available to Landlord hereunder, use, apply, or retain all or any part of said security deposit for the payment of any unpaid rent or for any other amount which Landlord may be required to
expend by reason of the default of Tenant, including any damages or deficiency in the reletting of the Premises or any attorney's fees associated therewith, regardless of whether the accrual of such
damages or deficiency occurs before or after an eviction. If a portion of the security deposit is used or applied by Landlord during the term hereof, Tenant shall, upon five (5) days written
demand, deposit with Landlord an amount sufficient to restore the security deposit to its original amount. Landlord shall return the security deposit (or that portion of the security deposit not previously applied) within thirty
(30) days after the later of expiration of the Lease Term or surrender by Tenant of the Premises without default.

ARTICLE 28MISCELLANEOUS PROVISIONS

28.1Captions.The captions used herein are for convenience only and do not limit or amplify the provisions
hereof. Whenever the singular is used the same shall include the
plural, and words of any gender shall include the other gender.

28.2Waiver.One or more waivers of any covenant, term or condition of this Lease by either party should not
be construed as a waiver of a subsequent breach of the same
covenant, term or condition. The consent or approval by either party shall not be construed as a waiver of a subsequent breach of the same covenant, term or condition. The consent or approval by
either party to or of any act by the other party requiring such consent or approval should not be deemed to waive or render unnecessary consent to or approval of any subsequent similar act.

28.3Entire Agreement.This Lease contains the entire agreement between the parties and no agreement shall
be effective to change, modify or terminate this Lease in whole or in part
unless such agreement is in writing and duly signed by the parties hereto.

28.4Severability.The invalidity or unenforceability of any provision hereof shall not affect or impair any
other provision.

28.5Modification.Should any mortgagee or beneficiary under a deed of trust require a modification of this
Lease, which modification will not bring about any increased cost or
expense to Tenant or will in any way substantially change the rights and obligations of Tenant hereunder, then and in such event, Tenant agrees that this Lease may be so modified.

28.6Governing Law.This Lease shall be governed by and construed pursuant to the laws of the State of
Colorado.

28.7Successors and Assigns.The covenants and conditions herein contained shall inure to and bind the
respective heirs, permitted successors, executors, administrators and assigns of the
parties hereto, and the terms "Landlord" and "Tenant" shall include the permitted successors and assigns of either such party, whether immediate or remote, except as otherwise specifically set forth
in this Lease to the contrary.

28.8Authorization to Execute.In the event the Tenant hereunder shall be a corporation, the parties
executing this Lease on behalf of the Tenant hereby covenant and warrant that the Tenant is
a duly qualified corporation and all steps have been taken prior to the date hereof to qualify Tenant to do business in the State of Colorado; all franchise and corporate taxes have been paid to date,
and all future forms, reports, fees and other documents necessary to comply with applicable laws will be filed.

28.9Guaranty of Lease.Intentionally Deleted.

28.10Approval of Documents.Landlord's approval of Tenant's plans for work performed by Landlord or Tenant
in the Premises shall create no responsibility or liability on the part of Landlord
for their completeness, design, sufficiency, or compliance with any laws, rules, or regulations of governmental agencies or authorities.

28.11Attorneys Fees.In the event of any dispute hereunder the prevailing party in such action shall be
entitled to its reasonable attorneys and costs in such action.

28.12Use of Names.Landlord shall not publish, relating to this Lease or in conjunction with the Building
Complex the name "Gaiam, Inc." or the name of any employee, officer
or director of "Gaiam, Inc." in any newsletter or similar publication, including press releases, without Tenant's prior consent. Tenant shall not publish Landlord's name or the name of any partner or
affiliated entity or officer of such entity or use the name of the Building Complex relating to this Lease or the Building Complex in any newsletter or similar publication, including press releases,
without Landlord's prior consent. In the event either party is in default hereof, such defaulting party's only remedy shall be an action for actual damages (not consequential) arising from such
default. The foregoing restrictions shall not apply to any disclosures of names by the other party to such party's investors or as may be required by law or any regulation to which the disclosing
party is subject or as otherwise may be required by law or in any legal proceeding.

28.13Security Card System.Tenant shall continue to have the right to operate, at its sole cost, expense
and risk, Tenant's own security card system for the Premises. Tenant shall provide
Landlord with a card key for emergency access to the Premises.

ARTICLE 29SUBSTITUTION OF PREMISES

29.1 Intentionally
Deleted.

ARTICLE 30RECORDING

30.1 Tenant
agrees not to place this Lease of record unless requested to execute a Memorandum of Lease by Landlord, which may, at the Landlord's option, be placed of record.
In addition, if requested by the Landlord, the Tenant will execute a memorandum of lease to be filed with the Colorado Department of Revenue on such form as may be prescribed by said department within
ten (10) days after the execution of this Lease or any other such memorandum so that the Landlord may avail itself of the provisions of the statutes such as
Section 39-22-604(7)(c) of the Colorado Revised Statutes (1973).

Any
recording by Tenant without Landlord's prior written consent shall at Landlord's option be deemed a default pursuant to Article 24 hereof and Landlord shall have all of the
rights and remedies set forth therein.

ARTICLE 31REAL ESTATE BROKER

31.1 Except
as set forth below, Tenant represents and warrants that Tenant has not dealt with any broker in connection with this Amended and Restated Lease, and that insofar
as Tenant knows, no other broker negotiated or participated in the negotiations of this Amended and Restated Lease, or submitted or showed the Premises, or is entitled to any commission in connection
herewith; and Tenant agrees to indemnify Landlord against any liability arising from a breach of this representation and warranty including reasonable attorney's fees. Tenant has dealt with Commercial
Colorado, LLC, as broker ("Tenant's Broker") as licensed Colorado broker in connection with this Amended and Restated Lease and Landlord shall pay the commission payable by Landlord in conjunction
with this Amended and Restated Lease to Tenant's Broker pursuant to a separate written agreement between Landlord and Tenant's Broker. Tenant agrees to indemnify Landlord from any claims by Tenant's
Broker for any commissions demanded by Tenant's Broker from Landlord except as set forth in said separate letter agreement referenced above.



ARTICLE 32RENT PREPAYMENT

32.1 Intentionally
Deleted.

ARTICLE 33OPTION

33.1Option to Extend.Tenant shall have an option to extend and renew the Lease as to all of the Premises
(but not as to any portion or portions thereof) for one (1) additional
term of three (3) years, or at Tenant's election as specified in Tenant's notice of exercise of the option, for one (1) additional term of five (5) years. In order to exercise
such option, Tenant shall notify Landlord in writing at least one hundred eighty (180) days prior to the expiration of the Lease Term (i.e., by
December 2, 2004) of its election to exercise the option and the length of the renewal term as to which Tenant is exercising the option (i.e., one 3-year or one 5-year
term). If Tenant elects not to extend or fails to timely exercise its option, time being of the essence, the option shall automatically terminate and be of no further force and effect and this Lease
shall terminate upon the expiration of the Extended Term. Upon receipt of such notice from Tenant exercising the renewal option herein granted, Landlord shall submit in writing within thirty
(30) days a proposal for the then current Market Base Rental Rate (per rentable square foot per annum, "NNN") for the renewal term. The Market Base Rental Rate shall not be more than $17.00 per
rentable square foot per annum "NNN" for the first year of the renewal term and increasing at the rate of two percent (2%) per annum thereafter throughout said renewal term. Tenant shall have thirty
(30) days from the receipt of said notice from Landlord to notify Landlord in writing of (i) Tenant's acceptance of the proposed Base Rental Rate, or (ii) Tenant's rejection of
the Base Rental Rate and election to initiate the appraisal process set forth below. If Tenant fails to timely accept or reject the Base Rental Rate specified in Landlord's notice or to elect not to
extend the term of the Lease as provided in the immediately preceding sentence, Tenant shall be deemed to have elected to extend the Lease Term for the period specified in Tenant's original notice of
exercise of the renewal option at the Market Base Rental Rate specified by Landlord in response to said exercise notice. Any such extension shall be upon all of the terms, conditions and covenants of
this Lease except as to (i) the amount of Base Rent, which shall be determined as set forth herein, (ii) options to extend or purchase, which shall not be applicable, (iii) Tenant
finish or other allowances or concessions, and (iv) Tenant shall pay Tenant's Prorata Share of Real Estate Taxes and Operating Expenses throughout the renewal term. As used herein, and subject
to the limitations set forth in this paragraph, "Market Base Rental Rate" shall mean the then base rental rate (exclusive of real estate taxes, utilities and operating expenses) for comparable first
class multi-tenant office buildings of comparable size, location and age in the County of Boulder, Colorado, at such time, taking into account the following factors (1) rent per rentable square
foot; (2) operating expenses and real estate tax payments; (3) current rental escalators and (4) rental concessions, if any.

If
Tenant, by written notice delivered no later than thirty (30) days after the date Landlord notifies Tenant of the Market Base Rental Rate, objects to the Market Base Rental
Rate determined by Landlord and elects to submit the rate determination to appraisal, then, within seven (7) days of the date of Tenant's objection, each party shall appoint a
non-affiliated certified M.A.I. Appraiser that has at least five (5) years' full-time commercial appraisal experience in Boulder County to determine the Market Base
Rental Rate, such process to be completed within twenty (20) days after the date of the appointment of the last appraiser. If a party does not appoint a qualified appraiser within five
(5) days after the other party has given notice of the name of the appraiser, then the single appraiser shall be the sole appraiser and shall set the Market Base Rental Rate. The appraisers
appointed by the parties
shall meet promptly and attempt to set the Market Base Rental Rate. If they are unable to agree on the Market Base Rental Rate within twenty (20) days after the date the second appraiser has
been appointed, they shall elect a third appraiser meeting the qualifications stated in this paragraph within seven (7) days after the last day the two (2) appraisers are to set the Market
Base Rental Rate. If the appraisers are unable to agree on the third appraiser, either of the parties to this Lease, after giving five (5) days' prior written notice to the other party, may
apply to the then president of the real estate board of Denver, Colorado for the selection of a third appraiser who meets the qualifications stated in this Section, which selection shall be made
within three (3) days. All determinations of Market Base Rental Rate shall be subject to the limitations on Market Base Rental Rate set forth in the first paragraph of this Section. Each of the
parties shall pay for the appraiser appointed by it and shall bear one-half of the cost of appointing the third appraiser and of paying the third appraiser's fee. The third appraiser,
however selected, shall be a person who has not previously acted in any capacity for either party. The appraisers shall be instructed to consider the criteria above stated in determining the Market
Base Rental Rate.

Within
twenty (20) days after the selection of the third appraiser, the third appraiser shall determine the Market Base Rental Rate and all three of the appraiser's Market Base
Rental Rates shall be averaged excluding any single Market Base Rental Rate which is either ten percent (10%) higher or lower than the middle appraisal of Market Base Rental Rate and the remaining
appraisals shall then be averaged.

If
the Market Base Rental Rate is not established for the extended term prior to its commencement, Tenant shall continue to pay the applicable Base Rent required for the last full month
of the Lease term until the appraisers have made their determination. The Market Base Rental Rate in question, when finally determined by the appraisers, shall be retroactive to the commencement of
the extension term, and the first Base Rent payment becoming due after the determination of the applicable Market Base Rental Rate shall include the retroactive amounts of monthly Base Rent
installments accrued and unpaid. In no event may either Landlord or Tenant elect not to extend the Lease based upon the Market Base Rental Rate established in accordance herewith.

This
option to extend may not be exercised and the Lease shall not be extended if Landlord has given Tenant notice of default which default is not cured within any applicable cure
periods or waived by Landlord.

33.2Refurbishment Allowance.Provided that at the time of the exercise of the option for the renewal term
provided in Section 33.1 of this Amended and Restated Lease, the Lease is in
effect and no event of default then exists or occurs prior to the commencement of the renewal term, then, within thirty (30) days following the execution and delivery by Tenant of an amendment
to the Lease confirming Tenant's exercise of the renewal option contemplated in said Section 33.1, the expiration date of said renewal term, the Rentable Area of the Premises, and the amount of
the Base Rental Rate payable during said renewal term, Landlord shall make a refurbishment allowance available to Tenant in an amount equal to One and No/100 Dollar ($1.00) multipled by (a) the
number of years contained in the renewal term, and (b) the number of rentable square feet of space contained in the Premises (the "Refurbishment Allowance"). The Refurbishment Allowance may be
used solely for and applied to costs and expenses paid or incurred by
Tenant for improvements to the Premises, including, without limitation, painting, wallpapering, recarpeting or other improvements to the Premises made by Tenant in accordance with the terms of the
Lease. At the Tenant's election, Landlord shall either reimburse Tenant or pay directly to Tenant's contractor or contractors, for the costs of such improvements, up to the amount of the Refurbishment
Allowance, within thirty (30) days of receipt from Tenant of invoices, cancelled checks or other back-up materials documenting the cost and expense of such improvements actually
made to the Premises. Any unused portion of the Refurbishment Allowance shall remain Landlord's property. In the event of the termination of the Lease in whole or in part or abandonment of the
Premises (or portions thereof) by Tenant prior to the expiration of the renewal term, Tenant shall pay to Landlord as additional rent, the unamortized portion of the Refurbishment Allowance actually
paid to or for the account of such Tenant, based on the number of months contained within the renewal term. The unamortized portion of the Refurbishment Allowance shall equal the amount determined by multiplying the amount of the Refurbishment Allowance actually paid by Landlord to or for
the account of Tenant, multiplied by a fraction, (a) the numerator of which shall equal the number of calendar days elapsed from the date of the termination of the Lease or the abandonment of
the Premises or portion(s) thereof by Tenant to the date on which the renewal term would have expired but for any such early termination of this Lease, and (b) the denominator of which shall be
the number of calendar days contained within the renewal term exercised by Tenant pursuant to Section 33.1.

33.3Right of First Offer to Lease Additional Space in the Building.Landlord hereby grants to Tenant the
right of first offer (the "ROFO"), exercisable at any time, to expand the Premises to include any space in the Building which
is contiguous to the Premises and which is not leased by Tenant and which is not subject to a lease or to options of other tenant(s) and which is not then subject to active negotiations for lease or
option to other prospective tenant(s) (such then available space being herein referred to as the "Option Space") on the following terms and conditions:



33.4Generator.Landlord hereby agrees to purchase and install or cause to be installed at Landlord's
expense, not to exceed the sum of Two Hundred Forty-Five
Thousand and No/100 Dollars ($245,000.00) (including all "hard" costs and "soft" costs, including without limitation, design fees, permitting fees and labor, equipment and installation costs), an
emergency back-up power generator (having capacity of approximately 300 kW) to be located outside the Building to serve the entire Building (the "Generator"). Prior to purchasing and
installing the Generator, Landlord shall provide Tenant with information regarding the design specifications for the Generator and fuel capacity of any associated fuel tank to be used solely for
storage of petroleum products for use in the operation of the Generator proposed to be installed by Landlord, and Tenant shall have the right to approve the same, which approval shall not be
unreasonably withheld, conditioned or delayed, and which approval shall be given no later than March 31, 2002 (such approved equipment specifications for the Generator and said fuel tank are
herein referred to collectively as the "Equipment Specifications"). In no event shall Landlord be required to expend in excess of $245,000.00 in connection with the design, acquisition and
installation of the Generator and related fuel tank, and in no event shall Landlord be deemed to warrant or guarantee that the Generator shall actually perform to its Equipment Specifications.
Landlord agrees, however, to use its diligent, good faith efforts on behalf of Tenant to enforce any warranty or guaranty given or made by the manufacturer of the Generator and by the contractor that
installs the same. Subject to Section 23.2 and any delays caused by Tenant, Landlord shall cause the Generator to be installed and operational no later than September 1, 2002.

In
the event that at any time prior to March 31, 2007, this Lease is terminated in whole or in part (whether by reason of the failure of Tenant to exercise, or the decision of
Tenant not to exercise, the extension option granted in Section 33.1 hereof, or by reason of a termination upon default) or Tenant shall be in default in the payment of Rent, Tenant shall pay
to Landlord, as additional rent, the unamortized cost of the Generator and related fuel tank, the cost of which shall be amortized on a
straight-line basis over sixty (60) months commencing on April 1, 2002 and ending on March 31, 2007, less the residual value of the Generator and related fuel tank,
which Landlord and Tenant stipulate to be the sum of $24,000.00. The unamortized cost of the Generator and related fuel tank shall equal the amount determined by multiplying the actual cost and
expense paid and incurred by Landlord in purchasing the Generator and related fuel tank and causing the same to be installed at the Building, not to exceed the sum of $245,000.00, multiplied by a
fraction, (a) the numerator of which shall equal the number of calendar days elapsed from the date on which the Lease shall expire or be terminated in whole or in part as set forth above or
Tenant is in default in the payment of Rent, and ending on March 31, 2007, and (b) the denominator of which equals the number of calendar days elapsed between April 1, 2002 and
March 31, 2007.

The
Generator and related fuel tank shall at all times be and remain Landlord's property. Landlord shall be responsible for the maintenance, monitoring, repair, testing and operation of
the Generator, and for the purchase of fuel for the Generator. All costs and expenses incurred by Landlord in connection with the maintenance, monitoring, repair, testing and operation of the
Generator, together with all costs and expenses of fuel and utilities associated with the Generator, shall be included in Operating Expenses. Tenant agrees that the Generator shall be used only in
emergencies. Landlord and Tenant shall work cooperatively and in good faith to assure that the Generator remains in good operating condition at all times. Any actions that Landlord or Tenant may
undertake or cause to be undertaken in respect of the Generator and/or related fuel tank shall be taken in strict accordance with all applicable federal, state and local laws, codes and regulations,
and in such a manner as not to abrogate, limit or nullify any warranties or guaranties given or made by the equipment manufacturer or installer. If Tenant becomes aware of any defective or apparently
defective operation of the Generator, or of any actual or impending shortage of fuel for the Generator, Tenant shall immediately notify Landlord thereof in writing.



ARTICLE 34RATIFICATION OF RESTATEMENT

34.1.Ratification and Binding Effect.As expressly modified by this Amended and Restated Lease, the Lease
shall remain in full force and effect, and is expressly ratified and confirmed by the parties
hereto. Without limiting the foregoing, Tenant hereby (i) ratifies and affirms all of its obligations under the Lease, as modified, amended and restated hereby; (ii) acknowledges,
represents and warrants that the Lease, as so modified, amended and restated is valid and enforceable, and, as of this date, is free from any defenses, setoffs claims, counterclaims, causes of action
or any kind or nature whatsoever of which Tenant has knowledge. This Amended and Restated Lease shall be governed by and construed in accordance with the laws of the
State of Colorado, and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, representatives and permitted assigns.

34.2.Entire Agreement.This Amended and Restated Lease constitutes the entire understanding and agreement
of the parties hereto with respect to the matters discussed herein in relation
to the Premises from and after April 1, 2002 and supersedes all prior agreements, understandings or negotiations with respect thereto. For all periods prior to April 1, 2002, the Lease
shall remain in full force and effect according to its terms.

34.3.Miscellaneous.



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IN WITNESS WHEREOF, the parties hereto have executed this Amended and Restated Lease as of this 14th day of February, 2002.

| |  | LANDLORD:                                                               
| |  | ------------------------------------------------------------------------
| |  | FUND IX, FUND X, FUND XI AND REIT JOINT VENTURE, a Georgia joint venture
| |  | By:                                                                     
| |  |                                                                         
| |  |                                                                         
| |  |                                                                         
| |  |                                                                         
| |  |                                                                         
| |  |                                                                         

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| |  | TENANT:                            
| |  | -----------------------------------
| |  | GAIAM, INC., a Colorado corporation
| |  | By:                                
| |  |                                    
| |  |                                    



EXHIBIT A
LEGAL DESCRIPTION

Lot
2, Block 1,
Minor Subdivision Interlocken Filing No. 3
City of Broomfield,
County of Boulder,
State of Colorado



EXHIBIT B
FLOOR PLAN



EXHIBIT C
INTENTIONALLY DELETED



EXHIBIT D
INTENTIONALLY DELETED



EXHIBIT E
INTENTIONALLY DELETED



EXHIBIT A
LEGAL DESCRIPTION

Lot
2, Block 1,
Minor Subdivision Interlocken Filing No. 3
City of Broomfield,
County of Boulder,
State of Colorado



EXHIBIT B
FLOOR PLAN



EXHIBIT C
INTENTIONALLY DELETED



EXHIBIT D
INTENTIONALLY DELETED



EXHIBIT E
INTENTIONALLY DELETED



EXHIBIT F
RULES AND REGULATIONS

1.  Tenant,
by execution of this Lease and occupancy of the Premises, agrees to comply with any covenants, conditions and restrictions as recorded with the Clerk and
Recorder of the County of Boulder, State of Colorado (the "Covenants"), as heretofore and hereafter amended, as applicable to Tenant's use and enjoyment of the Premises and Building Complex. In
addition to all rights available to Landlord hereunder, in the event Landlord is required to pay to any association referenced in such Covenants, any fines, assessments, charges or other amounts on
account of any act or omission of Tenant, its agents, employees or invitees, Tenant shall, upon demand, reimburse Landlord for such amounts, together with interest thereon at the Default Rate.

2.  Tenant
shall not obstruct or interfere with the rights of other tenants of the Building Complex or of persons having business in the Building Complex or in any way
injure or annoy such tenants or persons.

3.  Tenant
shall not commit any willful act or permit anything in or about the Building Complex which shall or might subject Landlord to any liability or responsibility for
injury to any person or property by reason of any business or operation being carried on, in or about the Building Complex or for any other reason, subject to and in accordance with the terms of this
Lease.

4.  Tenant
shall not use the Building for lodging or for any illegal purposes or for any purpose that will damage the Building Complex, or the reputation of the Building as
a Class A suburban office building or for any purposes other than those specified in the Lease.

5.  Canvassing,
soliciting, and peddling in the Building Complex are prohibited, and Tenant shall cooperate to prevent such activities.

6.  Tenant
shall not bring or keep within the Building any animal, bicycle, or motorcycle.

7.  Tenant
shall not commercially prepare and/or cook food or beverages in or about the Building without the prior written consent of Landlord. Tenant shall not, except for de minimisamounts (consistent with uses
of a Class A suburban office building or a video production facility and which do not require special
governmental mandated permits, storage or disposal) place, use or store any flammable, combustible, explosive or hazardous fluid, chemical, device, substance or material in, on or about the Premises.
Tenant shall comply with the statutes, ordinances, rules, orders, regulations and requirements imposed by governmental or quasi-governmental authorities in connection with fire and panic safety and
fire prevention and shall not commit any act or permit any object to be brought or kept in the Building Complex, which shall result in a change of rating of any portion of the Building Complex by the
Insurance Services Office or similar person or entity subject to the terms of this Lease. Tenant shall not commit any act or permit any object to be brought or kept in the Building which shall
increase the rate of fire insurance on the Building or on property located therein, subject to the terms of this Lease. In the event that Tenant's use increases the rate of fire insurance, then Tenant
shall, if Landlord permits such use, pay to Landlord upon demand, as Additional Rent, an amount equal to the increase in the rate.

8.  Tenant
shall not occupy the Building or permit any portion of the Building Complex to be occupied for the manufacture or direct sale of liquor, narcotics, or tobacco in
any form, or as a medical office, barber shop, manicure shop, music or dance studio. Tenant shall not conduct in or about the Building Complex any auction, public or private without the prior written
approval of Landlord.

9.  Tenant
shall not install or use in the Building Complex any (i) air conditioning unit, (ii) engine or boiler powered by fuel including diesel fuel,
gasoline, propane or natural gas; (iii) generator, (iv) industrial ventilator or machinery, (v) heating unit (other than space heaters), (vi) stove, (vii) commercial condensing unit, (viii) radiator or any other similar apparatus without the express prior written consent of Landlord, and then only as Landlord may
reasonably direct.

10.  Any
office equipment and other device of any electrical or mechanical nature which causes in its operation vibrations, noise or other annoyance to tenants in the
Building shall be placed by Tenant in the Premises in settings reasonably approved by Landlord, so as to absorb or prevent any vibration, noise, or annoyance. Tenant shall not cause improper noises,
vibrations, or odors within the Building Complex.

11.  Tenant
shall move all freight, supplies, furniture, fixtures, and other personal property into, within and out of the Building only through such entrances as may be
reasonably designated by Landlord, and such movement of such items shall be under the reasonable supervision of Landlord. Landlord reserves the right to exclude from the Building Complex all objects
which violate any of these rules and regulations or the provisions of the Lease. Tenant shall not move or install such objects in or about the Building Complex in such a fashion as to unreasonably
obstruct the activities of the other tenants, and all such moving shall be at the sole expense, risk, and responsibility of Tenant.

12.  Tenant
shall not place within the Building any objects which exceed the floor weight specifications of the Building without the express prior written consent of
Landlord. The placement and positioning of all such objects within the Building shall be reasonably prescribed by Landlord and such objects shall, in all cases, be placed upon plates or footings of
such size as shall be reasonably prescribed by Landlord.

13.  Tenant
shall not deposit any trash, refuse, cigarettes, or other substances of any kind within or out of the Building except in refuse containers provided therefor.
Tenant shall exercise its best efforts to keep the sidewalks, entrances, passages, courts, lobby areas, parking areas, vestibules, public corridors and halls in and about the Building (hereinafter
"Common Areas") clean and free from rubbish; however Tenant is not responsible for the trash or refuse of parties other than Tenant, its employees, agents, contractors and invitees.

14.  Tenant
shall use the Common Areas only as a means of ingress and egress and other designed purposes, and Tenant shall permit no loitering by any of Tenant's employees
upon Common Areas or elsewhere within the Building Complex. The Common Areas and roof of the Building are not for the use of the general public, and Landlord shall in all cases retain the right to
control or prevent access thereto by all persons whose presence in the reasonable judgment of the Landlord, shall be prejudicial to the safety, character, reputation or interests of the Building
Complex and its tenants. Tenant shall not go upon the roof of the Building without the express prior written consent of the Landlord.

15.  Landlord
reserves the right to exclude or expel from the Building Complex any person who, in the reasonable judgment of Landlord, is intoxicated or under the influence
of liquor or drugs or who shall in any manner act in violation of the rules and regulations of the Building Complex.

16.  a.    Subject
to the terms of paragraph b below. Landlord shall have the right to reasonably designate the area or areas, if any, in which Tenant and
Tenant's servants, employees, contractors, jobbers, agents, licenses, invitees, guests and visitors may park vehicles, and Tenant and its servants, employees, contractors, jobbers, agents, licensees,
invitees, guests and visitors shall observe and comply with all driving and parking signs and markers within and about the Building Complex. All parking ramps and areas and any pedestrian walkways,
plazas or other public areas forming and part of the Building or the land upon which the Building Complex is situated shall be under the reasonable control of Landlord, who shall have the right to
reasonably regulate and control those areas. Landlord may promulgate rules and regulations concerning parking from time to time, and Tenant agrees to comply therewith. Tenant acknowledges that
Landlord has reserved the right to remove vehicles which violate parking regulations.



17.  No
smoking is permitted at any time in, on or about the Building and the Building Complex, including the lobby, the parking lot and exterior Common Areas. Tenant shall
comply herewith and cause its employees, agents, contractors and invitees to comply herewith. Tenant may, subject to compliance with applicable laws, permit smoking within the Premises, provided in no
event may any secondary smoke from the Premises be present in other parts of the Building and Tenant shall be solely responsible at its own cost and expense. Except as required by applicable law,
Landlord will not modify this rule or regulation in this Lease or any other Lease in the Building to make it less restrictive.

18.  Tenant
shall not use the washrooms, restrooms and plumbing fixtures of the Building Complex, and appurtenances thereto, for any other purpose than the purposes for which
they were constructed, and Tenant shall not deposit any sweepings, rubbish, rags or other improper substances therein. Tenant shall not waste water by interfering or tampering with the faucets or
otherwise. If Tenant or Tenant's servants, employees, contractors, jobbers, agents, licensees, invitees, guests or visitors, cause any damage to such washrooms, restrooms, plumbing fixtures or
appurtenances, such damage shall be repaired at Tenant's reasonable expense within fifteen (15) days of receipt of written notification from Landlord during which period Tenant may repair same,
and Landlord shall not be responsible therefor.

19.  Tenant
may make alterations to the Premises consistent with the terms of Article 15 of the Lease. Upon removal of any wall decorations or installations or floor
coverings by Tenant, any damage to the walls or floors shall be repaired by Tenant at Tenant's sole cost and expense. Without limitation upon any of the provisions of the Lease, Tenant shall refer all
contractors, representatives, installation technicians, and other mechanics, artisans and laborers rendering any service in connection with the repair, or permanent improvements of the Premises to
Landlord for Landlord's approval before performance of any such service. This Paragraph 19 shall apply to all work performed in the Building, including without limitation installation of
telephones, telegraph equipment, electrical devices and attachments and installations of any nature affecting floors, walls, woodwork, trim, windows, ceilings, equipment or any other portion of the
Building Complex. Plans and specifications for such work, prepared at Tenant's sole expense, shall be submitted to Landlord and shall be subject to Landlord's express prior written approval in each
instance before the commencement of work. All installations, alterations and additions shall be constructed by Tenant in a good and workmanlike manner and only good grades of material shall be used in
connection therewith. The means by which telephone, telegraph and similar wires are to be introduced to the Premises and the location of telephones, call boxes and other office equipment affixed to
the Premises shall be subject to the express prior written approval of Landlord. Tenant shall not lay linoleum or similar floor coverings so that the same shall come into direct contact with the floor
of the Premises and, if linoleum or other similar floor covering is to be used, an interlining of builder's deadening felt shall be first affixed to the floor, by a paste or other material soluble in
water. The use of cement or other similar adhesive materials is expressly prohibited.

20.  No
signs, awning, showcases, advertising devices or other projections or obstructions shall be attached to the outside walls of the Building Complex or attached or
placed upon any Common Areas without the express prior consent of Landlord. No blinds, drapes or other window coverings shall be installed in the Building without the express prior written consent of
Landlord, except for "black out" drapes which have been approved by Landlord. No promotional sign or picture, advertisement, window display or other public display or notice in the nature of advertising or other promotional display shall be inscribed, exhibited, painted or affixed by Tenant upon or within any part of the Premises
in such a fashion as to be seen from the outside of the Premises or the Building without the express prior written consent of Landlord. In the event of the violation of any of the foregoing by Tenant,
Landlord may within fifteen (15) days of written notice to Tenant during which period Tenant may repair same, remove the articles constituting the violation without any liability unless a loss
other then said removal, arises from Landlord's willful or negligent acts or omissions, and Tenant shall reimburse Landlord for the reasonable expenses incurred in such removal upon demand and upon
submission of applicable bills as additional rent under the Lease. Interior signs on doors (exclusive of interiors of the Premises) and upon the Building directory shall be subject to the express
prior written approval of Landlord and shall be inscribed, painted, or affixed by Landlord at the reasonable expense of Tenant upon submission of applicable bills to Tenant.

21.  Tenant
shall not use the name of the Building or the name of the Landlord in its business name, trademarks, signs, advertisements, descriptive material, letterhead,
insignia or any other similar item without Landlord's express prior written consent.

22.  The
sashes, sash doors, skylights, windows, and doors that reflect or admit light or air into the Common Areas shall not be covered or obstructed by Tenant, through
placement of objects upon windowsills or otherwise. Tenant shall cooperate with Landlord in obtaining maximum effectiveness of the cooling system of the Building. Tenant shall not obstruct, alter or
in any way impair the efficient operation of Landlord's heating, ventilating, air conditioning, electrical, fire, safety, or lighting systems.

23.  Subject
to the Lease, applicable fire or other safety regulations, all doors opening onto Common Areas and all doors upon the perimeter of the Premises shall be kept
closed and, during non-business hours, locked, except when in use for ingress or egress. If Tenant uses the Premises after regular business hours or on non-business days,
Tenant shall, subject to the Lease, lock any entrance doors to the Building or to the Premises used by Tenant immediately after using such doors.

24.  Intentionally
Deleted.

25.  All
keys to the exterior doors of the Premises shall be obtained by Tenant from Landlord, and Tenant shall pay to Landlord a reasonable deposit determined by Landlord
from time to time upon written notice to Tenant for such keys. Tenant shall not make duplicate copies of such keys. Subject to the Lease, Tenant shall have the right to install substitute or
additional locks or bolts upon any of the doors of the interior doors of the Premises and Tenant shall notify Landlord prior to making any
changes in existing locks or the mechanisms thereof and shall give Landlord a key therefor. Tenant shall, upon the termination of its tenancy, provide Landlord with the combinations and keys, if any,
to all combination locks on safes, safe cabinets and vaults and deliver to Landlord all keys to the Building, the Premises and all interior doors, cabinets, and other key-controlled
mechanisms therein, whether or not such keys were furnished to Tenant by Landlord, if any. Tenant shall pay to Landlord the reasonable cost of replacing the same or of changing the lock or locks
opened by such lost key if Landlord shall reasonably deem it necessary to make such a change.

26.  Landlord
shall not be responsible for, and Tenant hereby indemnifies and holds Landlord harmless from any liability in connection with, the loss, theft, misappropriation
or other disappearance of furniture, furnishings, fixtures, machinery, equipment, money, jewelry or other items of personal property from the Premises or other parts of the Building regardless of
whether the Premises or Building are locked at the time of such loss unless the loss arises from Landlord's willful or negligent acts or omissions.

27.  For
purposes hereof, the terms "Landlord," "Tenant," "Building," and "Premises" are defined as those terms are defined in the Lease to which these Rules and Regulations
are attached. Wherever Tenant is obligated under these Rules and Regulations to do or refrain from doing an act or thing, such obligation shall include the exercise by Tenant of its reasonable efforts to secure compliance with such obligation by the servants, employees, contractors, jobbers, agents, invitees, licensees,
guests and visitors of Tenant. The term "Building" and "Building Complex" shall include the Premises, and any obligations of Tenant hereunder with regard to the Building and Building Complex shall
apply with equal force to the Premises and to other parts of the Building Complex.

28.  Landlord
shall use reasonable efforts to enforce rules and regulations against Tenant in a manner which is not materially and/or adversely inconsistent with its
application of the rules against other tenants in the Building and to the extent that Landlord grants less restrictive rules or regulations to any tenant, then Tenant shall get the benefit therefrom.
Tenant acknowledges that these rules and regulations have been amended by Landlord and Tenant and thus some rules and regulations applicable to other tenants in the Building may not be applicable to
Tenant. In no event will Landlord impose any less restrictive rules or regulations in leases with other tenants in the Building as such rules or regulations pertain to smoking, noise, vibrations and
odors. Furthermore, notwithstanding any other provision to the contrary Landlord will not permit as reserved parking for any other tenant more than fifteen percent (15%) of such tenant's allocated
parking, nor shall Landlord permit any reserved parking for such tenant(s) in the first parking row immediately in front of the Building.



EXHIBIT G