exv10w1



 




Exhibit 10.1





STANDARD OFFICE LEASE




AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION




I. Basic Lease Provisions (“Basic Lease Provisions”)




     1.1 Parties: This Lease, dated, for reference purposes only, March 19th,
2007 is made by and between FLAMINGO PECOS PLAZA (herein called “Lessor”)and READY
MIX INC. doing business under the name of READY MIX INC. herein called Lessee”). 



     1.2 Premises: Suite Number(s) SEE ATTACHED floors, consisting of approximately
5922 feet more or less, as defined in paragraph 2 and as shown on Exhibit “A” hereto (the
premises) 



     1.3 Building: Commonly described as being located at 3430 East Flamingo Road, in
the City of Las Vegas, County of Clark, State of Nevada, as defined in paragraph 2.




     1.4 Use: READY MIX INC. OFFICES, subject to paragraph 6. 




     1.5 Term: 3 YEAR commencing APRIL 1. 2007 Commencement Date and ending
MARCH 31.2010, as defined in paragraph 3.



     1.6 Base Rent: $9739.70 per month, payable on the 1st.day of each month per paragraph




     1.7 Base Rent Increase: On April 1, 2008. April 2009. April 1. 2010 the monthly Base
Rent Payable under paragraph 1.6 above shall be adjusted as agreed upon.



     1.8 Rent Paid Upon Execution: $9739.70.



for APRIL 2007




     1.9 Security Deposit $2400 on record now, additional $3,100.00 paid for a total of
$5,500.00 on record as of April 2007. 



     1.10 Lessee’s Share of Operating Expense Increase N/A as defined in paragraph 4.2.



2. Premises, Parking and Common Areas.




     2.1 The Premises are a portion of a building, herein sometimes referred to as the “Building”
identified in paragraph 1.3 of the Basic Lease Provisions. “Building” shall include adjacent
parking structures used in connection therewith. The Premises, the Building, the Common Areas, the
Land upon which the same are located, along with all other buildings and improvements thereon or
thereunder, are herein collectively referred to as the “Office Building Project”. Lessor hereby
leases to Lessee and Lessee leases from the Lessor for the term      , at the rental, and upon
all of the conditions set forth herein, the real properly referred to in the Basic Lease Provision,
paragraph 1.2, as the “Premises”, including rights to the Common Areas as hereinafter specified.



     2.2 Vehicle Parking: So long as Lessee is not in default, and subject to the rules and
regulations attached hereto, and as established by Lessor from time to time, Lessee shall be
entitled to (1) parking spaces in the Office Building Project.



     2.2.1 If Lessee commits, permits or allows any of the prohibited activities described in the
Lease or the rules then in effect, the Lessor shall have the right, without notice, in addition to
such other rights and remedies that it may have, to remove or tow away the vehicle involved and
charge the cost to Lessee, which cost shall be immediately payable upon demand by Lessor.



     2.2.2 The monthly parking rate per covered parking space will be $ 32.00_per month at
the commencement of the term of this Lease, and is subject to change upon five(s) days prior
written notice to Lessee. Monthly parking fees shall be payable quarterly in advance prior to the
first day of each quarter.



     2.3 Common Areas-Definition. The term “Common Areas” is defined as all areas and facilities
outside the Premises and within the exterior boundary line of the Office Building Project that are
provided and designated by the Lessor from time to time for the general non-exclusive use of
Lessor, Lessee and of other lessees of the Office Building Project and their respective employees,
suppliers, customers and invitees, including but not limited to common entrances, lobbies,
corridors, stairways and stairways and stairwells, public restrooms, elevators, escalators, parking
areas to the extent not otherwise prohibited by this Lease, leading and unloading areas, roadways,
sidewalks, walkways, parkways, ramps, driveways, land-scaped areas and decorative walls.



     2.4 Common Areas-Rules and Regulations: Lessee agrees to abide by and conform to the rules and
regulations attached hereto as Exhibit B with respect to the Office Building and Project and Common
Areas, and to cause its employees, suppliers, shippers, customers, and invitees to so abide and
conform. Lessor or such other person(s) as Lessor may appoint shall have the exclusive control and
management of the Common Areas and shall have the right, from time to time, to modify &, amend and
enforce said rules and regulations. Lessor shall not be responsible to Lessee for the
non-compliance with said rules and regulations by other lessees, their agents, employees and
invitees of the Office Building Project.



     2.5 Common Areas-Changes. Lessor shall have the right, in Lessor’s sole discretion, from time
to time:



          (a) To make changes to the Building interior and exterior and Common Areas, including, without
limitation, changes in the location, size, shape, number and appearance thereof, including but not
limited to the lobbies, windows, stairways, air shafts, elevators, escalators, restrooms,
driveways, entrances, parking spaces, parking areas, loading and unloading areas, ingress, egress,
direction of traffic, decorative walls, landscaped areas and walkways; provided, however, Lessor
shall at all times provide the parking facilities required by applicable law;




          (b) To close temporarily any of the Common areas for maintenance purposes so long as
reasonable access to the Premises remains available;




          (c) To designate other land improvements outside the boundaries of the Office Building Project
to be part of the Common Areas, provided that such other land and improvements have a reasonable
and functional relationship to the Office Building Project;




          (d) To add additional buildings and improvements to the Common Areas;




          (e) to use the Common Areas while engaged in making additional improvements, repairs or
alterations to the Office Building Project, or any portion thereof;




          (f) To do and perform such other acts and make such other changes in, to or with respect to
the Common Areas and Office Building Project as Lessor may, in the exercise of sound business
judgment deem to be appropriate.




3. Term:




     3.1 Term: The term and Commencement Date of this Lease shall be as specified in paragraph 1.5
of the Basic Lease Provisions.



     3.2 Delay in Possession: Notwithstanding said Commencement Date, if for any reason Lessor
cannot deliver possession of the Premises to Lessee on said date and subject to paragraph 3.2.2,
Lessor shall not be subject to any liability therefore, nor shall such failure affect the validity
of this Lease or the obligations of Lessee hereunder or extend the term hereof; but, in such case,
Lessee shall not be obligated to pay rent or perform any other obligation of Lessee under the terms
of this Lease, except as may be otherwise provided in this Lease, until possession of the Premises
is tendered to Lessee, as hereinafter defined; provided, however, that if Lessor shall not have
delivered possession of the Premises within sixty(60) days following said Commencement Date, as the
same may be extended under the terms of a Work Letter executed by Lessor and Lessee. Lessee may, at
Lessee’s



(1) reasonable use, as defined by Lessor, or




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option, by notice In writing to Lessor within ten (IO) days thereafter, cancel this Lease,
in which event the parties shall be discharged from all obligations hereunder: provided, however,
that, as to Lessee’s obligations, Lessee first reimburses Lessor for all costs Incurred for
Non-Standard improvements and, as to Lessor’s obligations, Lessor shall return any money previously
deposited by Lessee (less any offsets due Lessor for NonStandard Improvement); and provided
further, that If such written notice by Lessee is not received by Lessor within said ten (10) day
period:Lessee’e right to cancel this Lease hereunder shall terminate and be of no further force or
effect.




     3.2.1 Possession Tendered-Defined, Possession of the Premises shall be deemed tendered to
Lessee (“Tender of Possession”) when (1) the improvements to be provided by Lessor under this Lease
are substantially completed, (2) the Building utilities are reedy for use in the Premises (3)
Lessee has reasonable access to the Premises, and (4) ten (10) days shall have expired following
advance written notice to Lessee of the occurrence of lbs matters described in (1), (2) and (3),
above of this paragraph 3.2.1.



     3.2.2 Delays Caused by Lessee. There shall be no abatement of rent, and the sixty (60) day
period following the Commencement Date before which Lessees right to cancel this Lease accrues
under paragraph 3.2. shall be deemed extended to the extent of any delays caused by acts or
omissions of Lessee. Lessee’s agents, employees and contractors.



     3.3 Early Possession. If Lessee occupies the Premises prior to said Commencement Date, such
occupancy shall be subject to all provisions of this Lease, such occupancy shall not change the
termination date, and Lessee shall pay rent for such occupancy



     3.4 Uncertain Commencement. In the event comrnencement of the Lease term Is defined as the
completion of the improvements, Lessee and Lessor shall execute an amendment to this Lease
establishing. the date of Tender of Possession (as defined in paragraph 3.2.1 or the actual taking
of possession by Lessee, whichever first occurs, as the Commencement Date.



4. Rent.




     4.1 Base Rent. Subject to adjustment as hereinafter provided in paragraph 4,3, and except as
may be otherwise expressly provided in this Lease, Lessee shall pay to Lessor the Base Rent for the
Premises set forth in paragraph 1.6 of the Basic Lease Previsions, without offset or deduction.
Lessee shall pay Lessor upon execution hereof the advance Base Rent described in paragraph 1.6 of
the Basic Lease Provisions. Rent for any period during the term hereof which is for less than one
month shall be prorated based upon the actual number of days of the calendar month involved, Rent
shall be payable in lawful money of the United States to Lessor at the address stated herein or to
such other persons or all such other places as Lessor may designate in writing



     4.2 Operating Expense increase, Lessee shall pay to lessor during the term hereof, In addition
to the Base Rent, Lessee’s Share, as hereinafter defined, of the amount by which all Operating
Expenses, as hereinafter defined, for each Comparison Year exceeds the amount of all Operating
Expenses for the Base War, such excess being hereinafter referred to as the “Operating Expense
Increase’ in accordance with his following provisions:



          (a) “Lessee’s Share” Is defined, for purposes of this Lease, as the percentage set forth in
paragraph 1.10 of the Basic Lease Provisions, which percentage has been determined by dividing the
approximate square footage of the Premises by the total approximate square footage of the rentable
space contained In the Office Building Project. It is understood and agreed that the square footage
figures set forth in the Basic Lease Provisions are approximations which Lessor and Lessee agree
are reasonable and shall not be subject to revision except in connection with an actual change in
the size of the Premises or a change in the space available for lease in the Office Building
Project.




          (b)“Base Year” is defined as the calendar year in which the Lease term commences.




          (c) “Comparison War” Is defined as each calendar year during the term of this Lease subsequent
to the Base Year; provided, however, Lessee shall have no obligation to pay a share of the
Operating Expense Increase applicable to the first twelve (12) months of the Lease Term (other than
sect, as are mandated by a governmental authority, as to which government mandated expenses Lessee
shall pay Lessee’s Share, notwithstanding they occur during the first twelve ( 12) months),
Lessee’s Share of the Operating Expense increase for the first and last Comparison Years of the
Lease Term shall be prorated according to that portion of such Comparison Year as to which Lessee
is responsible for a share of such increase.




          (d) “Operating Expenses” is defined, for purposes of this Lease, to include all costs, if any,
incurred by Lessor in the exercise of its reasonable discretion, and
Including




               (i) The cost of the premiums for the liability and property insurance policies to be
maintained by Lessor under paragraph B hereof:



               (ii) The amount of the real property taxes to be paid by Lessor under paragraph 10.1 hereof;



               (iii) The cost of water, sewer, gas, electricity, and other publicly mandated services to the
Office Building Project;



          (e) Operating Expenses shall not include the costs of replacements of equipment or
improvements that have a useful life for Federal Income Tax purposes in excess of live (5) years
unless It is of the type described In paragraph 4.2(d)(viii), In which case their cost shall be
included as above provided.




          (9 Operating Expenses shall not include any expenses paid by any lessee directly to third
parties, or as to which Lessor is otherwise reimbursed by any third party, other tenant, or by
insurance proceeds.




          (g) Lessee’s Share of Operating Expense increase shall be payable by Lesson within ten (10)
days after a reasonably detailed statement of actual expenses is presented to Lessee by Lessor at
Lessor’s option, however, an amount may be estimated by Lessor from time to time in advance of
Lessee’s Share of the Operating Expense Increase for any Comparison Year, and the same shall be
payable monthly or quarterly, as lessor shall designate, during each Comparison Year of the Lease
term, on the same day as the Base Rent is due hereunder in the event that Lessee pays Lessor’s
estimate Lessee’s Share of each Comparison Year a reasonably detailed statement showing Lessee’s
Share of the actual Operating Expense Increase incurred during such year, all Lessee’s payments
under this paragraph 4.2(g) during said Comparison Year exceed Lessee’s Share as indicated on said
statement, Lessee shall be entitled to credit the amount of such overpayment against Lessee’s Share
of Operating Expense Increase next falling due. If lessee’s payments under this paragraph during
said Comparison Year were less than Lessee’s Share as indicated on said statement, Lessees shall
pay the lesser the amount of the deficiency within ten (10) days after delivery by Lessor to
Lessee of said statement, Lessor and Lessee shall forthwith adjust between them by cash payment any
balance determined to exist with respect to that portion of the last Comparison Year for which
lessee is responsible as to Operating Expense Increases, notwithstanding that the Lease term
may-have terminated before the end of such Comparison Year




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     5. Security Deposit: Lessee shall deposit with Lessor upon execution hereof the
security deposit set forth in paragraph 1.9 of the Basic Lease Provisions as security for Lessee’s
faithful performance of Lessee’s obligations hereunder. If Lessee fails to pay rent or other
charges due hereunder, or otherwise defaults with respect to any provision of this Lease, Lessor
may use, apply or retain all or any portion of said deposit for the payment of any rent or other
charge in default for the payment of any other sum to which Lessor may become obligated by reason
at Lessee’s default or to compensate Lessor for any loss or damage which Lessor may suitor thereby.
If Lessor so uses or applies all or any portion of said deposit, Lessee shall within ten (10) days
after written demand therefore deposit cash with Lessor in an amount sufficient to restore said
deposit to the full amount then required of Lessee. If the monthly Base Rent shall, from time to
time, increase during the term of this lease, Lessee shall, at the time of such increase. deposit
with Lessor additional money as a security deposit so that the joint amount of the security deposit
held by Lessor shall at all times bear the same proportion to the initial current Base Rent as the
initial security deposit bears to the initial Base Rent set forth In paragraph 1.6 of the Basic
Lease Provisions. Lesser shall not be required to keep said security deposit separate from its
general accounts. If Lessee performs all of Lessee’s obligations hereunder, said deposit, or so
much thereof as has not heretofore been applied by Lessor, shall be returned, without payment of
interest or other increment for its use, to Lessee (or, at Lessor’s option, to the last assignee,
if any, of Lessee’s Interest hereunder) at the expiration at the term hereof, and after Lessee has
vacated the Premises. No trust relationship is created herein between Lessor and Lessee with
respect to said Security Deposit.



     6. Use.



     6.1 Use. The Premises shall be used and occupied only for the purpose set forth in paragraph
1.4 of the Basic Lease Provisions or any other use which is reasonably comparable to that use and
for no other purpose.



     6.2 Compliance with law



          (a) Lessor warrants to Lessee that the Premises, in the state existing on the date that the
Lease term commences, but without regard to alterations or improvements made by lessee or the use
for which Lessee will occupy the Premises, does not violate any covenants or restrictions of
record, or any applicable building code, regulation or ordinance in effect on such Lease term
Commencement Date. In the event it is determined that this warranty has been violated, then it
shall be the obligation of the Lessor, after written notice from Lessee, to promptly, at Lessor’s
sole cost and expense, rectify any such violation.




          (b) Except as provided in paragraph 6.2 (a) Lessee shall, at Lessee’s expense, promptly comply
with all applicable statutes, ordinances, rules, regulations, orders, covenants and restrictions of
record, and requirements of any fire Insurance underwriters or rating bureaus, now in effect or
which may hereafter come Into effect, whether or not they reflect a change in policy from that now
existing, during the term or any part of, the term hereof, relating in any manner to the Premises
and the occupation and use by
Lessee of the Premises. Lessee shall conduct its business in a lawful manner and shall not use or
permit the use of the Premises or the Common Areas in any manner that will tend to create waste or
a nuisance or shell tend to disturb other occupants of the Office Building Project.




     6.3 Condition of Premises:



          (a) Lessor warrants to Lessee that the Premises, in the state existingon the date that the
Lease term commences, but without regard to alterations or improvements made by Lessee or the use
for which Lessee will occupy the Premises, does not violate any covenants or restrictions of
record, or any applicable building code, regulation or ordinance in effect on such Lease term
Commencement Date. In the event it is determined that this warranty has been violated, than it
shall be the obligation of the Lessor after written notice from Lessee, to promptly, at Lessor’s
sole cost and expense, rectify any such violation.




          (b) Except as provided in paragraph 6.2(a) Lessee shall, at Lessee’s expense, promptly
comply with all applicable statutes, ordinances, rules, regulations, orders, covenants and
restrictions of record, and requirements of any fire insurance underwriters or rating bureaus, now
in effect or which may hereafter come into effect, whether or not they reflect a change of policy
from that now existing, during the term or any part of the term hereof, relating in any manner to
the Premises and the occupation and use by Lessee of the Premises. Lessee shall conduct its
business in a lawful manner and shall not use or permit the use of the Premises or the Common Areas
in any manner that will tend to create waste or nuisance or shall tend to disturb other occupants
of the Office Building Project.




     7. Maintenance, Repairs, Alterations and Common Area Services.



     7.1 Lessor’s Obligations. Lessor shall keep the Oflice Building Project, Including the
Promises, interior and exterior walls,roof,and common areas, and the equipment whether used
exclusively for the Premises or in common with other premises, in good condition and repair:
provided, however. Lessor shall not be obligated to paint, repair or replace wall coverings, or to
repair or replace any improvements that are not ordinarily a part of the Building or are above then
Building standards. Except as provided In paragraph 9.5, there shall be no abatement of rent or
liability of Lessee on account at any Injury or Interference with Lessee’s business with respect to
any improvements, alterations or repairs made by Lessor to the Office Building Project or any part
thereof, Lessee expressly waives the benefits any statute now or hereafter in effect which would
otherwise allow Lessee the right to make repairs at Lessor’s expense or to terminate this lease
because of Lessor’s failure to keep the Premises In good order, condition and repair.



     7.2 Lessee’s Obligations.



          a) Notwithstanding Lessor’s obligation to keep the Premises in good condition and repair,
Lessee shall be responsible for payment of the cost thereof to Lessor as additional rent for that
portion of the cost at any maintenance and repair of the Premises, or any equipment (wherever
totaled) that serves only lessee or the Premises, to the extent such cost is attributable to causes
beyond normal wear and teat lessee shall be responsible for the cost of painting, repairing or
replacing wall coverings, and to repair or replace any Premises Improvements that are not
ordinarily a part of the Building or that are above the Building standards. Lessor may. at its
option, upon reasonable notice. elect to have Lessee perform any particular such maintenance or
repairs the cost of which is otherwise Lessee’s responsibility hereunder.




          (b) On the last day of the term hereof, or on any sooner termination, Lessee shall surrender
the Premises to Lessor in the same condition as received, ordinary wear and tear excepted, clean
and free of debris. Any damage or deterioration of the Premises shall not be deemed ordinary wear
and tear if the same could have been prevented by good maintenance practices by Lessee. Lessee
shall repair any damage to the premises occasioned by the installation or removal of Lessee’s trade
fixtures, alterations, furnishings and equipment. Except as otherwise stated in this Lease, Lessee
shall leave the air lines, power panels, electrical distribution systems, lighting fixtures, air
conditioning, window coverings, wall covering, carpets, wall paneling, ceilings and plumbing on the
Premises and in good operating condition.




     7.3 Alterations and Additions.



          (a) Lessee shall not, without Lessor’s prewritten consent rnake any alterations, improvements,
additions, Utility installations or repairs in, on or about the Premises, or the Office Building
Project, As used in this paragraph 7.3 the term “Utility Installation” shall mean carpeting, window
and wall coverings, power panels, electrical distribution systems, lighting fixtures, air
conditioning, plumbing, and telephone and telecommunications wiring and, equipment, At the
expiration of the term, lessor may require the removal of any or all said alterations.
improvements. additions or Utility Installations, and the restoration of the Premises and the
Office Building Project to their prior condition, at Lessee’s expense. Should Lessor permit Lessee
to make ifs own alterations, improvements, additions or Utility installations, Lessee shall use
only such contractor as has been expressly approved by Lessor, and Lessor may require Lessee to
provide Lessor, at Lessee’s solo cost and expense, a lien and completion bond in an amount equal to
one and one-hail times the estimated cost of such improvements, to Insure leasor against any
liability for mechanic’s and materlaimen’s liens arid to insure completion of the work. Should
Lessee make any alterations, Improvements, additions or Utility installations without the prior
approval of Lessor, or use a contractor not expressly approved by Lessor, Lessor may, at any time
during the term of this Lease, require that Lessee remove any part or all of the same.




          (b) Any alterations, improvements, additions or Utility installations in or about the Premises
or the Office Building Project that Lessee shall desire to make shall be presented to Lessor in
written form, with proposed detailed plans. If Lessor shall give its consent to Lessee’s making
such alteration, improvement, addition or Utility Installation, the consent shall be deemed
conditioned upon lessee acquiring a permit to do so from the applicable governmental agencies,
furnishing a copy thereof to lessor prior to the commencement of the work, and compliance by lessee
with all conditions of said permit in a prompt and expeditious manner.




          (c) Lessee shall pay, when due, a all claims for labor or materials furnished or alleged to
have been furnished to or for Lessee at or for use in the Premises, which claims are or may be
secured by any mechanic’s or material men’s lien against the Premises, the Building or the Office
Building Project, or any interest therein.




          (d) Lessee shall give Lessor not less than ten (10) days’ notice prior to the commencement of
any work in the Premises by Lessee, and Lessor shall have the right to post notices of
non-responsibility in or on the Premises or the Building as provided bylaw. If Lessee shall, in
good faith, contest the validity of any such lien, claim or demand, then Lessee shall, at its sole
expense defend itself and Lessor against the same and shall pay and satisfy




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any such adverse Judgment that may be rendered thereon before the enforcement thereof
against the Lessor or the Premises, the Building or the Office Building Project,upon the.condition
that if Lessor shall require, Lessee shall furnish to Lessors surety bond satisfactory to Lessor
in an amount equal to such contested lien claim or demand indemnifying Lessor against liability for
the same and holding the Premises, the Building end the Office Building Project free from the
effect of such lien or claim. In addition, Lessor may require Lessee to pay lessor’s reasonable
attorney’s fees and costs in participating in such action if Lessor shall decide it is to Lessor’s
best Interest so to do.




          (e) All alterations, improvements, additions and utility installations (whether or not such
Utility Installations constitute trade fixtures of Lessee), which may be made to the Premises by
Lessee, including but not limited to, floor coverings. paneling, doors, drapes, built-ins,
moldings. sound attenuation, and lighting and telephones or communication systems, conduit, wiring
and outlets, shall be made and done in a good and workmanlike manner and of good and sufficient
quality and materials and shall be the properly of Lessor and remain upon and be surrendered with
the Premises at the expiration of the Lease term, unless Lessor requires their removal pursuant to
paragraph 7.3(a). Provided Lessee is not in default, notwithstanding the provisions of this
paragraph 7.3, Lessee’s personal property and equipment, other than that which is affixed to the
Premises so that it cannot be removed without material damage to the Premises or the Building, and
other than Utility Installations, shall remain the properly of Lessee and may be removed by Lessee
subject to the provisions of paragraph 7.2.



(f) Lessee shall provide Lessor with as-built plans and specifications for any alterations,
improvements, additions or Utility Installations.



7. 4 Utility Addition. Lessor reserves the right to install new or additional utility facilities
throughout the Office Building Project for the benefit of Lessor or Lessee, or any other lessee of
the Office Building Project,including, but not by way of limitation, such utilities as plumbing,
electrical system, communication systems, and fire protection and detection systems, so long as
such installations do not unreasonably interfere with Leseee’s use of the Premises.



8, Insurance; Indemnity.



(8.1) Liability Insurance Lessee: Lessee shall, at Lessee’s expense, obtain and keep in force
during the term of this Lease a policy of Comprehensive General Liability Insurance utilizing an
insurance Services Office standard form with Board Form General Liability Endorsement (GL0404), or
equivalent, in an amount of not less than $1,000,000 per occurrence of bodily injury and property
damage combined or in a greater amount as reasonably determined by Lessor and shall insure Lessee
with Lessor as an additional insured against liability arising out of the use, occupancy or
maintenance of the Premises. Compliance with the above requirement shall not, however, limit the
liability of Lessee hereunder.



8.2 Liability Insurance Lessor: Lessor shall obtain and keep in force during the term of this
Lease a policy of Combined Single Limit Bodily injury and Broad Form Property Damage insurance,
plus coverage against such other risks Lessor deems advisable from time to time. Insuring Lessor,
but not Lessee, against liability arising out of the ownership, use, occupancy or maintenance of
the Office Building Project in an amount not less than $5, 000,000.00 per occurrence
        ,

8.3 Property Insurance Lessee: Lessee shall, at Lessee’s expense, obtain and keep in force during
the term of this Lease for the benefit of Lessee, replacement cost fire and
extended coverage insurance, with vandalism and malicious mischief, sprinkler leakage and
earthquake sprinkler leakage endorsements, in an amount sufficient to cover not less than 100% of
the full replacement cost, as the same may exist from time to time. Of all of Lessee’s personal
property, fixtures, equipment and tenant improvements.



8.4 Property Insurance Lessor: Lessor shall obtain and keep in force during the term of this Lease
a policy or policies of insurance covering loss or damage to the Office Building Project
improvements, but not Lessee’s personal property, fixtures, equipment or tenant improvements, in
the amount of the full replacement cost thereof, as the same may exist from time to limo, utilizing
Insurance Services Office standard form, or equivalent. providing protection against all perils
included within the classification of fire extended coverage, vandalism. malicious mischief, plate
glass, and such other perils as Lessor deems advisable or may be required by a tender having a lien
on the Office Building Project. In addition, Lessor shall obtain and keep In force, during the term
of this Lease, a policy of rental value insurance covering a period of one year, with loss payable
lo Lessor, which insurance shall also cover all Operating Expenses for said period. Lessee will not
be named in any such policies carried by Lessor and shall have no right to any proceeds therefrom,
The policies required by these paragraphs 8.2 and 8.4 shall contain such deductibles as Lessor or
the aforesaid lender may determine. In the event that the Premises shall suffer an insured toss as
defined in paragraph 9.1(f) hereof, the deductible amounts under the applicable insurance policies
shall be deemed an Operating Expense. Lessee shall not do or permit to be done anything which shall
invalidate the insurance policies carried by Lessor. Lessee shall pay the entirety of any increase
in the property insurance premium rot the Office Building Project over what it was immediately
prior to the commencement of the term of this Lease if the Increase is specified by Lessor’s
Insurance carrier as being caused by the nature of Lessee’s occupancy or any act or omission of
Lessee.



8.5 Insurance Policies. Lessee shall deliver to Lessor copies of liability insurance policies
required under paragraph 8.1 or certificates evidencing the existence and amounts of such insurance
within seven (7) days alter the Commencement Dale of this Lease. No such policy shall be
cancellable or subject to reduction of coverage or other modification except alter thirty (30) days
prior written notice lo Lessor. Lessee shall, at least thirty (30) days prior to the expiration of
such policies, furnish Lessor with renewals thereof.



8.6 Waiver of Subrogation. Lessee and Lessor each hereby release and relieve the other, and waive
their entire right of recovery against the other for direct or consequential fuss or damage arising
out of or Incident to the perils covered by property insurance carried by such party, whether due
to the negligence of Lessor or Lessee or their agents, employees, contractors and/or Invitees. It
necessary all property Insurance policies required under this Lease shall be endorsed to so
provide.



8.7 Indemnity. Lessee shall Indemnify and hold harmless Lessor and its agents, Lessor’s master or
ground lessor, partners and lenders, from and against any and all claims for damage to the person
or property of anyone or any entity arising from Lessee’s use of the Office Building Project, or
from the conduct of Lessee’s business or from any activity, work or things done, permitted or
suffered by Lessee in or about the Premises or elsewhere and shall further Indemnify and hold
harmless Lessor from and against any and all claims, costs and expenses arising from any breach or
default in the performance of any obligation on Lessee’s part to be performed under the terms of
this Lease, or arising from any act or omission of Lessee, or any of Lessee’s
agents.contractors,employees,or invitees, and from and against all costs, attorney’s fees, expenses
and liabilities incurred by Lessor as the result at any such use, conduct, activity, work, things
done, permitted or suffered, breach, default or negligence, and in dealing reasonably therewith,
including but not limited to the defense or pursuit of any claim or any action or proceeding
involved therein; and in case any action or proceeding be brought against Lessor by reason of any
such matter, Lessee upon notice from Lessor shall defend the same at Lessee’s expense by counsel
reasonably satisfactory to Lessor and Lessor shall cooperate with Lessee in such defense. Lessor
need not have first paid any such claim in order to be so indemnified. Lessee, as a material part
of the consideration to Lessor, hereby assumes all risk of damage property of Lessee or injury to
persons, in, upon or about the Office Building Project arising from any cause and Lessee hereby
waives all claims in respect thereat against Lessor.



8.8 Exemption of Lessor from Liability Lessee hereby agrees that Lessor shall not be liable for
injury to Lessee’s business or any loss of Income therefrom or for loss of or damage to the goods,
wares, merchandise or other properly of lessee, Lessee’s employees, invitees, customers, or any
other person in or about the Premises or the Office Building Project, nor shall Lessor be liable
for Injury to the person of Lessee, Lessee’s employees. Agents or contractors, whether such damage
or Injury is caused by or results from theft, tire, steam, electricity, gas. water or rain, or from
the breakage, leakage, obstruction or other defects of pipes, sprinklers, wires, appliances,
plumbing, air conditioning or fighting fixtures, or from any other cause, whether said damage or
injury results from conditions arising upon the Premises or upon other portions of the Office
Building Project, or from other sources or places, or from new construction or the repair,
alteration or improvement of any part of the Office Building Project, or of the equipment, fixtures
Or appurtenances applicable thereto, and regardless of whether the cause of such damage or injury
or the means of repairing the same is inaccessible, Lessor shall not be liable for any damages
arising from any act or neglect of any other lessee, occupant or user of the Office Building
Project, nor from the failure of Lessor to enforce the provisions of any other tease of any ether
lessee of the Oil ice Building Project.




     8.9 No Representation of Adequate Coverage. Lessor makes no representation that the limits or
forms of coverage of insurance specified in this paragraph flare adequate to cover Lessee’s
property or obligations under this Lease,



9. Damage or Destruction.




     9.1 Definitions.



          (a) “Premises Damage” shall mean lf the Premises are damaged or destroyed to any extent.




          (b) “Premises Building Partial Damage” shall mean if the Building of which tlie Premises are a
part is damaged or destroyed to the extent that the cost to repair is less then fifty percent (50%)
of the then Replacement Coaf of the building.




          (c) “Premises Building Total Destruction” shall mean if the Building of which the Premises are
a part is damaged or destroyed to the extent that the cost to repair Is fifty percent (50%) at more
of the then replacement Cost of the Building.




          (d) “Office Building Project Buildings” shall mean all of the buildings on the Office Building
Project site,




          (e) “Office Building Project Buildings Total Destruction” shall mean If the Office Building
Project Buildings are damaged or destroyed to the extent that the cost of repair is fifty percent
(50%) or more of the then Replacement Cost of the Office Building Project Buildings.




          (I) “Insured Loss” shall mean damage or destruction which was caused by an event required to
be covered by the insurance described in paragraph 8. The fact that an, insured Loss has a
deductible amount shall not make the loss an uninsured loss.




          (g) “Replacement Cost” shall mean the amount of money necessary to be spent In order to repair
or rebuild the damaged area to the condition that existed immediately prior to the damage
occurring, excluding all improvements made by Lessees, other than those installed by Lesser at
Lessee’s expense.




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     9.2 Premises Damage; Premises Building Partial Damage.



          (a) Insured Loss: Subject to the provisions of paragraphs 9.4 and 9.5.if at any time during
the term of this lease there is damage which is ,an insured loss and which falls info the
classification of either Premises Damage or Premises Building Partial Damage, then Lesser shall, as
soon as reasonably possible and to the extent the required materials and labor are readily
available through usual commercial channels, at Lessor’s expense, repair such damage (but not
Lessee’s fixtures, equipment or tenant improvements originally paid for by Lessee) to its condition
existing at the time of the damage and this Lease shall continue in full force and effect.




          (b) Uninsured Loss: Subject to the provisions of paragraphs 9.4 and 9.5,if at any
time during the term of this Lease there is damage which is not an insured loss and which falls
within the classification of Premises Damage or Premises Building Partial Damage unless caused by a
negligent or willful act of Lessee (in which event Lessee shall make the repairs at Lessee’s
expense),which damage prevents Lessee from making any substantial use of the Premises, Lessor may
at Lessor’s option either (I) repair such damage as soon as reasonably possible at Lessor’s
expense, in which event this Lease shall continue in full force and effect, or (ll) give written
notice to Lessee within thirty (30) days after the date of the occurrence of such damage of
Lessor’s Intention to cancel and terminate this Lease as of the date of the occurrence of such
damage, in which event this Lease shall terminate as of the date of the occurrence of such damage.




     9.3 Premises Building total Destruction; Office Building Project Total Destruction, Subject to
the provisions or paragraphs 9,4 arid 9.5, if at any time during the term of this lease there is
damage, whether or not it is an Insured loss, which falls into the classifications of either (i)
Premises Building Total Destruction, or (ii) Office Building Project Total Destruction, then Lessor
may at Lessor’s option either (I) repair such damage or destruction as soon as reasonably possible
at Lessor’s expense (to the extent the required materials are readily available through usual
commercial channels) to its condition existing at the time or the damage, but not Lessee’s
fixtures, equipment or tenant Improvements, and this Lease shall continue in full Force and effect,
or (ii) give written notice to Lessee within thirty (30) days after the date of occurrence at such
damage of Lessor’s intention to cancel and terminate this lease, in which case this lease shall
terminate as at the date al the occurrence at such damage.



     9.4 Damage near End of Term



          (a) Subject to paragraph 9.4(b) if at any time during the last twelve (12) months of the term
of this Lease there is substantial damage to the Premises, Lessor may at Lessor’s option cancel and
terminate this Lease as of the date of occurrence of such damage by giving written notice to lessee
of Lessor’s election to do so within thirty (30) days after the date of occurrence of such damage.




          (b) Notwithstanding paragraph 9.4(a), in the event that Lessee has an option to extend or
renew this lease, and the time within which said option may be exercised has not yet expired,
Lessee shall exercise such option, if it is to be exercised at all, no later than twenty (20) days
after the occurrence of an Insured Loss falling within the classification of Premises Damage during
the last twelve (12) months of the term of this Lease. If Lessee duly exercises such option during
said twenty (20) day period,Lossor shall, at Lessor’s expense, repair such damage, but not Lessee’s
fixtures, equipment or tenant Improvements, as soon as reasonably possible and this Lease shall
continue In full force and effect, it Lessee fails to exercise such option during said twenty (20)
day period, then Lessor may at Lessor’s option terminate and cancel this lease as of the expiration
of said twenty (20) day period by giving written notice to Lessee al Lessor’s election to do so
within ten (10) days after the expiration at said twenty (20) day period, notwithstanding any term
or provision in the grant of option to the contrary




     9.5 Abatement of Rent; Lessee’s Remedies.



          (a) in the event Lessor repairs or restores the Building or Premises pursuant to the
provisions of this paragraph 9, and any part of the Premises are not usable (including loss of use
due to loss of access or essential services), the rent payable hereunder (including Lessee’s Share
of Operating Expense Increase) lot the period during which such damage, repair or restoration
continues shall be abated, provided (i) the damage was not the result of the negligence of Lessee,
and (2) such abatement shall only be to the extent the operation and profitability of lessee’s
business as operated from the Premises is adversity affected. Except for said abatement of rent, if
any, Lessee shall have no claim against Lessor for any damage suffered by mason of any such damage,
destruction, repair or restoration,




          (b) if Lessor shall be obligated to repair or restore the Premises or the Building under the
provisions at this Paragraph 9 and shall commence such repair or restoration within ninety (90)
days after such occurrence, or It lessor shall not complete the restoration and repair within
six(6) months after such occurrence Lessee may at Lessee’s option cancel and terminate this lease
by giving Lessor written notice of Lessee’s election to do so at any time prior to the commencement
or completion, respectively, of such repair or restoration. In such event this Lease shall
terminate as of the date of such notice,




          (c) Lessee agrees to cooperate with Lessor in connection with any such restoration and repair,
including but not limited in the approval end/or execution of plans and specifications required.




     9.6 Termination—Advance Payments. Upon termination of this lease pursuant to this paragraph 9,
an equitable adjustment shall be made concerning advance rent and any advance payments made by
Lessee to Lessor. lessor shall. In addition, return to Lessee so much of Lessee’s security deposit
as has not theretofore been applied by Lessor.



     9.7 Waiver Lessor and Lessee waive the provisions or any statute which relate to termination
of leases when leased property is destroyed end agree that such event shall be governed by the
terms of this Lease.



     10. Real Property Taxes,



     10.1 Payment of Taxes. Lessor shall pay the real property lax, as defined in paragraph 10.3.
applicable to the Office Building Project subject to reimbursement by Lessee of Lessee’s Share of
such taxes in accordance with the provisions of paragraph 4.2. Except as otherwise provided in
paragraph 10.2.



     10.2 Additional improvements. Lessee shall not be responsible for paying any increase in real
property tax specified In the tax assessor’s records and work sheets as being caused by additional
improvements placed upon the Office Building Project by other Lessees or by Lessor for the
exclusive enjoyment of any Lessee, Lessee shall, however, pay to Lessor at the time that Operating
Expenses are payable under paragraph 4.2(c) the entirety of any increase in real property tax If
assessed solely by reason of additional Improvements pieced upon the Premises by Lessee or at
Lessee’s request,



     10.3 Definition of “Real Property Tax As used herein, the term “real property tax” shall
include any form of real estate tax or assessment, general, special, ordinary or extraordinary and
any license fee, commercial rental tax, improvement bond or bonds, levy or tax (other than
inheritance, personal income or estate taxes) imposed on the Office Building Project or any portion
thereof by any authority having the direct or indirect power to lax, including any city, county,
state or federal government, or any school, agricultural, sanitary, fire, steel, drainage or other
improvement district thereof. As against any legal or equitable interest of Lessor in the Office
Building Project or in any portion thereof, as against lessor’s right to rent or other income
therefrom, and as against Lessor’s business of leasing the Office Building Project. The term “real
property tax” shall also include any tax, fee levy, assessment or charge (i) in substitution of,
partially or totally, any tax. fee, levy, assessment or charge hereinabove included within the
definition of “real property tax’ or (ii) the nature of which was hereinbefore Included within the
definition of “real properly tax:’ or (iii) which is imposed for a service or right not charged
prior to June 1.1978, or, if previously charged, has been increased since June l,1978, or (iv)
which if imposed by reason of this transaction, any modifications or changes hereto, or any
transfer hereof.



     10.4 Joint Assessment, if the improvements or properly, the taxes for which are to be paid
separately by Lessee under paragraph 10.2 or 10.5 are not separately assessed, Lessee’s portion or
that tax shall be equitably determined by Lessor From the respective valuations assigned in the
assessor’s work sheets or such other information (which may include the cost of construction) as
may be reasonably available. Lessor’s reasonable determination thereof, in good faith, shall be
conclusive.



     10.5 Personal Property Taxes



          (a) Lessee shall pay prior to delinquency all taxes assessed against and levied upon trade
fixtures, furnishings. equipment and all other personal property of Lessee contained in the
Premises or elsewhere.




          (b) If any of Lessee’s said personal property shall be assessed with Lessor’s meat property,
Lessee shall pay to Lessor the taxes attributable to Lessee within ten (10) days after receipt at a
written statement setting forth the taxes applicable to Lessee’s property.




     II. Utilities.



     11.1 Service. Provided by Lessor. Lessor shall provide heating, ventilation, air conditioning,
and janitorial service as reasonably required, reasonable amounts of electricity for normal
lighting and office-machines. Water for reasonable and normal drinking and lavatory use, and
replacement light bulbs and/or fluorescent tubes and ballasts for standard overhead fixtures.



     11.2 Services Exclusive to Lessee. Lessee shall pay for all water, gas, heat, light, power,
telephone and other utilities and services specially or exclusively supplied and/or metered
exclusively to the Premises or to Lessee, together with any taxes thereon. If any such services are
not separately metered to the Premises, Lessee shall pay at lessors option, either Lessee’s Share
or a reasonable proportion to be determined by Lessor of all charges jointly metered with other
Premises in the Building.



     11.3 Hours of Service. Said services and utilities shall be provided during generally accepted
business days and hours or such other days or hours as may hereafter be set forth. Utilities and
services required at other times shall be subject to advance request and reimbursement by Lessee to
Lessor of the cost thereof.



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     11.4 Excess Usage by Lessee. Lessee shall not make connection to the utilities except by or
through existing outlets and shall not install or use machinery or equipment in or about the
Premises that uses excess water lighting or power, or suffer or permit any act that causes extra
burden upon the utilities or services, including but not limited to security services, over
standard office usage for the Office Building Project. Lessor shall require Lessee to reimburse
Lessor for any excess expenses or costs that may arise out of a breach of this subparagraph by
Lessee. Lessor may, in its sole discretion, install at Lessees expense supplemental equipment
and/or separate metering applicable to Lessee’s excess usage or loading.



     11.5 Interruptions. There shall be no abatement of rent and Lessor shall not be liable in any
respect whatsoever for the inadequacy, stoppage, interruption or discontinuance of any utility or
service due to riot, strike, labor dispute, breakdown, accident, repair or other cause beyond
Lessor’s reasonable control or in cooperation with governmental request or directions.



     12. Assignment and Subletting.



     12.1 Lessor’s Consent Required. Lessee shall not voluntarily or by operation of law assign.
transfer, mortgage, sublet, or otherwise transfer or encumber all or any part at Lessee’s Interest
in the Lesser or in the Premises, without Lessor’s prior written consent, which Lessor shall not
unreasonably withhold. Lessor shall respond to Lessee’s request for consent hereunder in a timely
manner and any attempted assignment, transfer, mortgage. encumbrance or subletting without such
consent shall be void, and shall constitute a material default and breach of this lease without the
need for notice to Lessee under paragraph 13.1 “Transfer” within the meaning of this paragraph 12
shall include the transfer or transfers aggregating: (a)if Lessee is a corporation, more then
twenty-five percent (25%) of the voting stock of such corporation, or (b) if Lessee is a
partnership, more than twenty-live percent (25%) of the profit and toss participation in such
partnership.



     12.2 Lessee Affiliate. Notwithstanding the provisions of paragraph 12.1 hereof, Lessee may
assign or sublet the Premises, or any portion thereof without Lessor’s consent to any corporation
which controls, is controlled by it’s under common control with Lessee, or to any corporation
resulting from the merger or consolidation with Lessee, or to any person or entity which acquires
all the assets of Lessee as a going concern of the business that is being conducted en the
Premises. All of which are referred to as “Lessee Affiliate”; provided that before such assignment
shall be effective, (a) said assignee shall assume, in full, the obligations of Lessee under this
lease and (b) Lessor shall be given written notice of such assignment and assumption. Any such
assignment shall not, in any way, affect or limit the liability of Lessee under the terms of this
lease even if after such assignment or subletting the terms of this Lease are materially changed or
altered without the consent of Lessee, the consent of whom shall not be necessary



     12.3 Terms and Conditions Applicable to Assignment and Subletting.



          (a) Regardless of Lessor’s consent, no assignment or subletting shall release Lessee of
Lessee’s obligations hereunder or alter the primary liability of Lessee to pay the rent and other
sums due Lessor hereunder including Lessee’s Share of Operating Expense Increase, and to perform
all other obligations to be performed by Lessee hereunder.




          (b) Lessor may accept rent from any person other than lessee pending approval or disapproval
of such assignment.




          (c) Neither a delay in the approval or disapproval at such assignment or subletting, nor the
acceptance at rent, shall constitute a waiver or estoppels of Lessors right to exorcise its
remedies for the breach of any of the terms or conditions of this paragraph 12 or this Lease.




          (d)Lessee’s obligations under this Lease have been guaranteed by third parties, then an
assignment or sublease, and Lessor’s consent therefore, shall not be effective
unless said guarantors give their written consent to such sublease and the terms thereof.




          (e) The consent by Lessor to any assignment or subletting shall not constitute consent to any
subsequent assignment or subletting by Lessee or to any subsequent or successive assignment or
subletting by the sublease. However. Lessor may consent to subsequent subletting and assignments of
the sublease or any amendments or modifications thereto without notifying Lessee or anyone else
liable on the Lease or sublease and without obtaining their consent and such action shall not
relieve such persons from liability under this lease or said sublease; however, such persons shall
not be responsible to the extent any such amendment or modification enlarges or increases the
obligations of the Lessee or sub lessee under this Lease or such sublease.




          (f) In the event of any default under this Lease, Lessor may proceed directly against Lessee,
any guarantors or any one else responsible for the performance of this Lease, including the sub
lessee, without first exhausting Lessor’s remedies against any ether person or entity responsible
therefore to Lessor, or any security held by Lessor or Lessee.




          (g) Lessor’s written consent to any assignment or subletting at the Premises by Lessee shall
not constitute an acknowledgement that no default then exists under this Lease of the obligations
to be performed by lessee nor shall such consent be deemed a waiver of any then existing default,
except as may be otherwise stated by Lessor at the time,




          (h) The discovery of the fact that any financial statement relied upon by Lessor in giving its
consent to an assignment or subletting was materially false shall, at Lessor’s election, render
Lessors said consent null and void..




     12.4 Additional Terms and Conditions Applicable to Subletting. Regardless of Lessor’s consent,
the following terms and conditions shall apply to any subletting by Lessee of all or any part of
the Premises and shall be deemed included in all subleases under this Lease whether or not
expressly incorporated therein



          (a) Lessee hereby assigns and transfers to Lessor all of Lessee’s interest in all rentals and
income arising from any sublease heretofore or hereafter made by Lessee, and Lessor may collect
such rent and income and apply same toward Lessee’s obligations under this, lease provided, however
that until a default shall occur in the performance of Lessee’s obligations under this lease.
Lessee may receive, collect and enjoy the rents accruing under such sublease, Lessor shall not, by
reason of this or any other assignment of such sublease to Lessor nor by reason of the collection
of the rents from a sub lessee, be deemed liable to the sub lessee for any failure of Lessee to
perform and comply with any of Lessee’s obligations to such sub lessee under such sublease. Lessee
hereby irrevocably authorizes and directs any such sub lessee, upon receipt of a written notice
from Lesser stating that a default exists in the performance of Lessee’s obligations under this
Lease, to pay to Lessor the rents due and to become due under the sublease. Lessee agrees that such
sub lessee shall have the right to rely upon any such statement and request from Lessor, and that
such sub lessee shall pay such rents to Lessor without any obligation or right to inquire as to
whether such default exists end notwithstanding any notice from or claim from Lessee to the
contrary. Lessee shall have no right or claim against said sub lessee or Lessor for any such rents
so paid by said sub lessee to Lessor.




          (b) No sublease entered into by Lessee shall be effective unless and until it has been
approved in writing by Lessor. In entering into any sublease, Lessee shall use only such form of
sublease as is satisfactory to Lessor, and once approved by Lessor, such sublease shall not be
changed or modified without Lessor’s prior written consent. Any sublease shall, by reason of
entering into a sublease under this Lease, be deemed, for the benefit of Lessor to have assumed end
agreed to conform and comply with each and every obligation herein to be performed by Lessee other
than such obligations as are contrary to or inconsistent with provisions contained in a sublease to
which Lessor has expressly consented in writing.




          (c) in the event Lessee shall default in the performance of its obligations under this Lease,
Lessor at its option and without any obligation to do so, may require any sublease to attorn to
Lessor, in which event Lessor shall undertake the obligations of Lessee under such sublease from
the time of the exercise of said option to the termination of such sublease; provided, however,
Lessor shall not be liable for any prepaid rents or security deposit paid by such sublease to
Lessee or for any ether prior defaults of Lessee under such sublease.




          (d) No sublease shall further assign or sublet all or any part of the Premises without
Lessor’s prior written consent.




          (e) With respect to any subletting to which Lessor has consented, Lessor agrees to deliver a
copy of any notice of default by Lessee to the sublease. Such sublease shall have the right to cure
a default of Lessee within three (3) days after service of said notice of default upon such sub
lessee, and the sub lessee shall have a right of reimbursement and offset from, and against Lessee
for any such defaults cured by this sublease.




     12.5 Lessor’s Expenses. In the event Lessee shall assign or sublet the Premises or request the
consent of Lessor to any assignment or subletting or if Lessee shall request the consent of Lessor
for any act Lesser proposes to do then Lessee shall pay Lessor’s reasonable costs and expenses
incurred in connection therewith, including attorneys, architects, engineers or other consultants
fees.



     12.6 Conditions to Consent Lessor reserves the right to condition any approval to assign or
sublet upon Lessor’s determination that (a) the proposed assignee or sub lessee shall conduct a
business on the Premises of a quality substantially equal to that of Lessee and consistent with the
general character of the other occupants of the Office Building Project and not in violation of any
exclusives or rights then held by other tenants, and (b) the proposed assignee or sub lessee be at
least as financially responsible as Lessee was expected to be at the time of the execution oh this
Lease or of such assignment or subletting, whichever is greater.



13. Defautt: Remedies.




     13.1 Default The occurrence of any one or more of the following events shall constitute a
materiel default of this Lease by Lessee:



          (a) the vacation or abandonment of the Premises by Lessee. Vacation of the Premises shall
include the failure to occupy the Premises for a continuous period of sixty (60) days or more,
whether or not the rent is paid.




          (b) the breach by Lessee of any of the covenants, conditions or provisions of paragraphs
7.3(a), (b) or (d) (alterations, 12.1 (assignment or subletting), 13.1(a) (vacation or
abandonment), 13.1(e) (insolvency). 13.1(f) (false statement). 16(a) (estoppels certificate). 30(b)
(subordination), 33 (auctions), or 41.1 (easement a), all of which are hereby deemed to be
materiel, non-curable defaults without the necessity of any notice by Lessor to Lessee thereof.




          (c) The failure by Lessee to make any payment of rent or any other payment required to be made
by Lessee hereunder, as and when due where such failure shall continue for a period of three (3)
days after written notice thereof from Lessor to Lessee. In the event that Lessor serves Lessee
with a Notice to Pay Rent or Quit pursuant to applicable Unlawful Detainer statutes such Notice to
Pay Rent or Quit shall also constitute the notice required by this subparagraph.




Initials                    


Initials                    




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          (d) The failure by Lessee to observe or perform any of the covenants, conditions, or
provisions of this lease to be observed or performed by Lessee other than those referenced in
subparagraphs (b) and (c), above, where such failure shall continue for a period of thirty(30) days
after written notice thereof from Lessor to Lessee: provided, however, that if this nature of
Lessee’s noncompliance is such that more than thirty(30) days are reasonably required for it cure,
than Lessee shall not be deemed to be in default it Lessee commenced such cure within said
thirty(30) day period thereafter and diligently pursues such cure to completion to the extent
permitted by law, such thirty(30) day notice shall constitute the sole and exclusive notice
required to be given to Lessee under applicable Unlawful Detainer statues.




          (e) (i)The making by Lessee of any general arrangement or general assignment for the benefit
of creditors: (ii) Lessee becoming a “debtor” as defined in 11 U.S.C. &101 or any successor statute
thereto(unless, in the case of a petition filed against Lessor, the same is dismissed within
sixty(60) days(iii) the appointment of a trustee or receiver to take possession of substantially
all of Lessee’s assets located at the premises or of Lessee’s interest in this Lease, where
possession is not restored to Lessee within(30) days: or (iv)or the attachment. execution or other
judicial seizure of substantially all of Lessee’s assets located at the premises or of Lessee’s
interest in this Lease, where such seizure is not discharged within thirty (30) days. In the event
that any provision of this paragraph is contrary to any applicable law, such provision shall be of
no force or effect.




          (f) The discovery by Lessor than any financial statement given to Lessor by Lessee or its
successor in interest or by any guarantor of Lessee’s obligation hereunder was materially false.




     13.2 Remedies: In the event of any material default or breech of this lease by Lessee, Lessor
may at any time thereafter, with or without notice or demand and without writing Lessor in the
exercise of any right or remedy which Lessor may have by reason of such default:



          (a) Terminate Lessee’s right to possession of the premises by any lawful means, in which case
this lease and the term hereof shall terminate and Lessee shall immediately surrender possession of
the Premises to Lessor. In such event Lessor shall be entitled to recover from Lessee all damages
incurred by Lessor by reason of Lessee’s default including, but not limited to, the cost of
recovering possession the premises: expenses of relating , including necessary renovation and
alterations of the Premises, reasonable attorney’s fees, and any real estate commission actually
paid: the worth at the time of award by the court having jurisdiction thereof of the amount by
which the unpaid rent for the balance of the term after the time of such award exceeds the amount
of such rental loss for the same period that Lessee proves could be reasonably awarded: that
portion of the leasing commission paid by Lessor pursuant to paragraph 15 applicable to the
unexpired term of this lease.




          (b) Maintain Lessee’s right to possession in which case this lease shall continue in effect
whether or not Lessee shall have vacated or abandoned the Premises. In such event Lessor shall be
entitled to enforce all of Lessor’s rights and remedies under this Lease, including the right to
recover the rent as it becomes due hereunder.




          (c) Pursue any other remedy now or hereafter available to Lessor under the laws or judicial
decisions of the state wherein the Premises are located. Unpaid installments of rent and other
unpaid monetary obligations of Lessee under the terms of this Lease shall bear interest from the
date due at the maximum rate than available by law.



13.3 Default by Lessor: Lessor shall not be in default unless Lessor fails to perform obligations
required of Lessor within a reasonable time, but in no event later than thirty(30) days after
written notice by Lessee to Lessor and to the holder of any first mortgage or deed of trust
covering the Premises whose name and address shall have theretofore been furnished to Lessee in
writing, specifying wherein Lessor has failed to perform such obligation, provided, however, that
if the nature of Lessor’s obligation is such that more than thirty(30) days are required for
performance than Lessor shall not be in default if Lessor commences performance with such 30-day
period and thereafter diligently pursues the same to completion.



13.4 Late Charges: Lessee hereby acknowledges that late payment of Lessee to Lessor of Base Rent,
Lessee’s share of Operating Expense Increase or other sums due hereunder will cause Lessor to incur
costs not contemplated by this Lease, the exact amount of which will be extremely difficult to
ascertain. Such costs include, but are not limited to,
processing and accounting charges and late charges which may be imposed on Lessor by the terms of
any mortgage or trust deed covering the Office Building Project. Accordingly, if any installment
of Base Rent, Operating Expense Increase, or any other sum due from Lessee shall not be received by
Lessor or Lessor’s designee within ten (10) days after such amount shall be due, even, without any
requirement for notice to Lessee, Lessee shall pay to Lessor’s late charge equal to 6% of such
overdue amount. The parties hereby agree that such late charge represents a fair and reasonable
estimate of the costs Lessor will incur by reason of late payments by Lessee. Acceptance of such
late charge by Lessor shall in no event constitute a waiver of Lessee’s default with respect to
such overdue amount, nor prevent Lessor from exercising any of the other rights and remedies
granted hereunder.



14. Condemnation. If the premises or any portion thereof or the Office Building Project are taken
under the power of eminent domain, or sold under the threat of the exercise of said power (all of
which are herein called” condemnation”), this Lease shall terminate as to the part so taken as of
the date of condemning authority takes title or possession, whichever first occurs: provided that
if so much of the Premises or the Office Building Project are taken by such condemnation as would
substantially and adversely affect the operation and profitability of Lessee’s business conducted
from the Premises, Lessee shall have the option, to be exercised only in writing within thirty(30)
days after Lessor shall given Lessee written notice of such taking for in the absence of such
notice, within thirty(30) days after the condemning authority shall have taken possession, to
terminate this Lease as of the date the condemning authority takes such possession. If Lessee does
not terminate this Lease in accordance with the foregoing, this Lease shall remain in full force
and effect as to the portion of the Premises remaining, except that the rent and Lessee’s Share of
Operating Expense Increase shall be reduced in this proportion that the floor area of the Premises
taken bears to the total floor area of the Premises. Common Areas taken shall be excluded from the
Common Areas usable by lessee and no reduction of rent shall occur with respect thereto or by
reason thereof, Lessor shall have the option in its sole discretion to terminate this Lease as of
the taking of possession by the condemning authority, by giving written notice to lessee of such
election within thirty (30) days after receipt of notice of a taking by condemnation of any part of
the Premises or the Office Building Project. Any award for the taking of all or any part of the
Premises or the Office Building Project under the power of eminent domain or any payment made under
threat of the exercise of such power shall by the property of Lessor, whether such award shall be
made as compensation for elimination in value of the leasehold or for the taking of the fee, or as
severance damages: provided, however, that Lessee shall be entitled to any separate award for loss
of or damage to Lessee’s trade fixtures, removable personal property and unamortized tenant
improvements that have been paid for by Lessee. For that purpose the cost of such improvements
shall be amortized over the original term of this Lease excluding any options. In the event that
this Lease is not terminated by reason of such condemnation, Lessor shall to the extent of
severance damages received by Lessor in connection with such condemnation, repair any damage to the
Premises caused by such condemnation except to the extent that Lessee has been reimbursed therefore
by the condemning authority. Lessee shall pay any amount in excess of such severance damages
required to complete such repair.



15. Broker’s Fee.




     (a) The brokers involved in this transaction are  None as “Listing Broker” and
None as “Cooperating Broker” licensed real estate broker(s). A “Cooperating Broker” is
defined as any broker other than the listing broker entitled to a share on any commission arising
under this Lease. Upon execution of the Lease by both parties, Lessor shall pay to said brokers
jointly, or in such separate shares as they may mutually designate in writing, a fee as set forth
in a separate agreement between Lessor and said broker(s), or in the event there is no separate
agreement between Lessor and said broker(s) the sum of  $ NONE, for brokerage services
rendered by said broker(s) to Lessor in this transaction..



     (b) Lessee and Lessor each represent and warrant to the other that neither has had any
dealings with any person, firm, broker or finder (other than the person(s), if any , whose names
are set forth in paragraph 15(a) above) in connection with the negotiation of this Lease and/or the
consummation of the transaction contemplated hereby, and no other broker or other person, firm or
entity is entitled to any commission or Broker’s fee in connection with said transaction and Lessee
and Lessor do each hereby indemnity and hold the other harmless from and against any cost,
expenses, attorney’s fees or liability for compensation or charges which may be claimed by any such
unnamed broker, lender or other similar party by reason of any dealings or actions of the
indemnifying party.



     (c) Each party (as responding party) shall at any time upon not less than ten (10) days prior
written notice from the other party (requesting party) execute, acknowledge and deliver to the
requesting party a statement in writing (i) certifying that this Lease be unmodified and in full
force and effect, or if modified, stating the nature of such modification and certifying that this
Lease, as so modified, be in full force and effect and the date of said Lease.



16. Estoppels Certificate




     (a) Each party (as responding party) shall at any time upon not less than ten (10) days prior
written notice from the other party (“responding party”) execute, acknowledge and deliver to the
requesting party a statement in writing (i) certifying that this Lease is unmodified and in full
force and effect or if modified, stating the nature of such modification and certifying that this
Lease, as so modified, is in full force and effect and the date



7









 




to which the rent and other charges are paid in advance, if any, and (ii) acknowledging
that there are not, to the responding party’s knowledge, any uncured defaults on the part of the
requesting party, or specifying such defaults if any are claimed. Any such statement may be
conclusively relied upon by any prospective purchaser or encumbrancer of the Office Building
Project or of the business of Lessee.




          (b) At the requesting party’s option, the failure to deliver such statement within such time
shall be a material default of this Lease by the party who is to respond, without any further
notice to such party, or it shall be conclusive upon such party that (i) this Lease is in full
Force and effect, without modification except as may be represented by the requesting party, (ii)
there are no uncured defaults in the requesting party’s performance, and (iii) if Lessor is the
requesting party, not more than one month’s rent has been paid in advance,




          (c) If Lessor desires to finance, refinance, or sell the Office Building Project, or any part
thereof, Lessee hereby agrees to deliver to any lender or purchaser designated by Lessor such
financial statements of Lessee as may be reasonably required by such lender, or purchaser. Such
statements shall include the past three (3) years financial statements of Lessee. All such
financial statements shall be received by Lessor and such lender or purchaser in confidence and
shall be used only for the purposes herein set forth.




     17. Lessor’s Liability. The term “Lessor” as used herein shall mean only the owner or
owners, at the time in question, of the fee title or a Lessee’s interest in a ground lease of the
Office Building Project, and except as expressly provided in paragraph 15, in the event of any
transfer of such title or interest, Lessor herein named (and in case of any subsequent transfers
then the grantor) shall be relieved from and after the date of such transfer of all liability as
respects Leseor’s obligations thereafter to be performed, provided that any funds in the hands of
Lessor or the then grantor at the time of such transfer. In which Lessee has an interest, shall be
delivered to the grantee. The obligations contained in this Lease to be performed by Lessor shall,
subject as aforesaid, be binding on Lessor’s successors and assigns, only during their respective
periods of ownership.



     18. Severability. The invalidity of any provision of this Lease as determined by a court of
competent jurisdiction shall in no way affect the validity of any other provision hereof.



     19. Interest on Past-due Obligations. Except as expressly herein provided, any amount due to
Lessor not paid when due shall bear interest at the maximum rate then allowable by law or judgments
from the date due. Payment of such interest shall not excuse or cure any default by Lessee under
this Lease: provided, however, that interest shall not be payable on late charges incurred by
Lessee nor on any amounts upon which late charges are paid by Lessee.



     20. Time of Essence. Time is of the essence with respect to the obligations to be performed
under this Lease.



     21. Additional Rent. All monetary obligations of Lessee to Lessor under the terms of this
lease, including but not limited to Lessee’s Share of Operating Expense Increase and any other
expenses payable by Lessee hereunder shall be deemed to be rent.



     22. Incorporation of Prior Agreements: Amendments. This Lease contains all agreements of the
parties with respect to any matter mentioned herein. No prior or contemporaneous agreement or
understanding pertaining to any such matter shall be effective. This Lease may be modified in
writing only, signed by the parties in interest at the time of the modification. Except as
otherwise stated in this Lease, Lessee hereby acknowledges that neither the real estate broker
listed in paragraph 15 hereof nor any cooperating broker on this transaction nor the Lesser or any
employee or agents of any of said persons has made any oral or written warranties or
representations to Lessee relative to the condition or use by Lessee of the Premises or the Office
Building Project and Lessee acknowledges that Lessee assumes all responsibility regarding the
Occupational Safety Health Act, the legal use and adaptability of the Premises and the compliance
thereof with all applicable laws and regulations in effect during the term of this Lease.



     23. Notices. Any notice required or permitted to be given hereunder shall be in writing and
may be given by personal delivery or by certified or registered mail, and shall be deemed
sufficiently given if delivered or addressed to Lessee or to Lessor at the address noted below or
adjacent to the signature of the respective parties, as the case may be.
Mailed notices shall be deemed given upon actual receipt at the address required, or forty- eight
hours following deposit In the mail, postage prepaid, whichever first occurs. Either party may by
notice to the other specify a different address for notice purposes except that upon Lessee’s
taking possession of the Premises, the Premises shall constitute Lessee’s address for notice
purposes. A copy of all notices required or permitted to be given to Lessor hereunder shall be
concurrently transmitted to such party or parties at such addresses as Lessor may from time to time
hereafter designate by notice to Lessee.



     24. Waivers. No waiver by Lessor of any provision hereof shall he deemed a waiver of any other
provision hereof or of any subsequent breach by Lessee of the same or any other provision, Lessor’s
consent to, or approval of, any act shall not be deemed to render unnecessary the obtaining of
Lessor’s consent to or approval of any subsequent act by Lessee. The acceptance of rent hereunder
by Lessor shall not be a waiver of any preceding breach by Lessee of any provision hereof, other
than the failure of Lessee to pay the particular rent so accepted, regardless of Lessor’s knowledge
of such preceding breach at the time of acceptance of such rent.



     25. Recording. Either Lessor or Lessee shall, upon request of the other, execute, acknowledge
and deliver to the other a ‘short form” memorandum of this Lease for recording purposes.



     26. Holding Over. If Lessee, with Lessor’s consent, remains in possession of the Premises or
any part thereof after the expiration of the term hereof, such occupancy shall be a tenancy from
month to month upon all the provisions of this lease pertaining to the obligations of Lessee,
except that the rent payable shall be two hundred percent (200%) of the rent payable immediately
preceding the termination date of this Lease, and all Options, If any, granted under the terms of
this lease shall be deemed terminated and be of no further effect during said month to month
tenancy.



     27. Cumulative Remedies. No remedy or election hereunder shall be deemed exclusive but shall,
wherever possible, be cumulative with all other remedies at law or in equity.



     28. Covenants and Conditions. Each provision of this Lease performable by Lessee shall be
deemed both a covenant and a condition.



     29. Binding Effect; Choice of Law. Subject to any provisions hereof restricting assignment or
subletting by Lessee and subject to the provisions of paragraph 17, this lease shall bind the
parties, their personal representatives, successors and assigns. This lease shall be governed by
the laws of the State where the Office Building Project is located and any litigation concerning
this Lease between the parties hereto shall be initiated In the county in which the Office Building
Project Is located.



     30. Subordination.



          (a) This Lease, and any Option or right of first refusal granted hereby, at Lessor’s option,
shall be subordinate to any ground lease, mortgage, deed of trust, or any other hypothecation or
security now or hereafter placed upon the Office Building Project and to any and all advances made
on the security thereof and to all renewals, modifications, consolidations, replacements and
extensions thereof. Notwithstanding such subordination, Lessee’s right to quiet possession of the
Premises shall not be disturbed it Lessee is not in default and so long as Lessee shall pay the
rent and observe and perform all of the provisions of this Lease, unless this Lease is otherwise
terminated pursuant to its terms. If any mortgagee, trustee or ground Lessor shall elect to have
this lease and any Options granted hereby prior to the lien of its mortgage, deed of trust or
ground lease, and shall give written notice thereof to Lessee, this Lease and such Options shall be
deemed prior to such mortgage, deed of trust or ground lease, whether this Lease or such Options
are dated prior or subsequent to the date of said mortgage, deed of trust or ground lease or the
date of recording thereof.




          (b) Lessee agrees to execute any documents required to effectuate an altornment, a
subordination, or to make this Lease or any Option granted herein prior to the lien of any
mortgage, deed of trust or ground lease, as the case may be. Lessee’s failure to execute such
documents within ten (10) days after written demand shall constitute a material default by Lessee
hereunder without further notice to Lessee or, at Lessor’s option; Lessor shall execute such
documents on behalf of Lessee as Lessee’s attorney-in-fact. Lessee does hereby make, constitute and
irrevocably appoint Lessor as Lessee’s attorney-in-fact and in Lessee’s name, place and stead, to
execute such documents in accordance with this paragraph 30(b).




     31. Attorneys’ Fees.



     31.1 If either party or the broker(s) named herein bring an action to enforce the terms hereof
or declare rights hereunder, the prevailing party in any such action, trial or appeal thereon,
shall be entitled to his reasonable attorneys’ fees to be paid by the losing party as fixed by the
court in the same or a separate suit, and whether or not such action is pursued to decision or
judgment. The provisions of this paragraph shall insure to the benefit of the broker named herein
who seeks to enforce a right hereunder.



     31.2 The attorneys’ fee award shall not be computed in accordance with any court fee schedule,
but shall be such as to fully reimburse all attorneys’ fees reasonably incurred in good faith.



     31.3 Lessor shall be entitled to reasonable attorneys’ fees and all other costs and expenses
incurred in the preparation and service of notice of default and consultations in connection
therewith, whether or not a legal transaction is subsequently commenced in connection with such
default.



     32. Lessor’s Access.



     32.1 Lessor and Lessor’s agents shall have the right to enter the Premises of reasonable times
for the purpose of inspecting the same, performing any services required of Lessor, showing the
same to prospective purchasers, lenders, or lessees, taking such safety measures, erecting such
scaffolding or other necessary structures, making such alterations, repairs, improvements or
additions to the Premises or to the Office Building Project as Lessor may reasonably deem necessary
or desirable and the erecting, using and maintaining of utilities, services, pipes and conduits
through the Premises and/or other premises as long as there is no material adverse effect to
Lessee’s use of the Premises. Lessor may at any time place on or about the Premises or the Building
any ordinary “For Sale” signs and Lessor may at any time during the last 120 days of the term
hereof place on or about the Premises any ordinary “For Lease’ signs.



     32.2 All activities of Lessor pursuant to this paragraph shall be without abatement of rent,
nor shall Lessor have any liability to Lessee for the same.



Initials                    


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     32.3 Lessor shall have the right to retain keys to the Premises and to unlock all
doors in or upon the Premises other than to tiles, vaults and sales, and in the case of emergency
to enter the Premises by any reasonably appropriate means, and any such entry shall not be deemed a
force able or unlawful entry or detainer of the Premises or an eviction. Lessee waives any charges
for damages or injuries or interference with Lessee’s property or business in connection therewith.



     33. Auctions. Lessee shall not conduct, nor permit to be conducted, either voluntarily or
involuntarily, any auction upon the Premises or the Common Areas without first having obtained
Lessor’s prior written consent. Notwithstanding anything to the contrary in this lease, Lessor
shall not be obligated to exercise any standard of reasonableness in determining whether grant such
consent. The holding of any auction on the Premises or Common Areas in violation of this paragraph shall constitute a material default of this Lease.



     34.Signs. Lessee shall not place any sign upon the Premises or the Office Building Project
without Lessor’s prior written consent. Under no circumstances shall Lessee place a sign on any
roof of the Office Building Project.



     35.Merger. The voluntary or other surrender of this Lease by Lessee, or a mutual cancellation
thereof, or a termination by Lessor, shall not work a merger, and shall, at the option of Lessor;
terminate all or any existing sub tenancies or may, at the option at Lessor, operate as an
assignment to Lessor of any or all of such sub tenancies.



     36.Congenta. Except for paragraphs 33 (auctions) and 34 (signs) hereof, wherever in this lease
the consent of one party is required to an act of the other party such consent shall not be
unreasonably withheld or delayed.



     37. Guarantor. In the event that there is a guarantor of this lease, said guarantor shall have
the same obligations as Lessee under this Lease.



     38. Quiet Possession. Upon Lessee paying the rent for the Premises and observing and
performing all of the covenants, conditions and provisions on Lessee’s part to be observed and
performed hereunder, Lessee shall have quiet possession of the Premises for the entire term hereof
subject to all of the provisions of this lease. The individuals executing this lease on behalf of
Lessor represent and warrant to Lessee that they are fully authorized and legally capable of
executing this lease on behalf of Lessor and that such execution is binding upon all parties
holding an ownership interest in the Office Building Project.



     39. Options.



     39.1 Definition. As used in this paragraph the word “Option” has the following meaning: (1)
the right or option to extend the term of this lease or to renew this lease or to extend or renew
any lease that Lessee has on other property at Lessor; (2) the option of right of first refusal to
lease the Premises or the right of first offer to lease the Premises or the right of first refusal
to lease other space within the Office Building Project or other property of Lessor or the right of
first offer to lease other space within the Office Building Project or other property of Lessor:
(3) the right or option to purchase the Premises or the Office Building Project, or the right of
first refusal to purchase the Premises or the Office Building Project or the right of First offer
to purchase the Premises or the Office Building Project, or the right or option to purchase other
property of Lessor, or the right of first refusal to purchase other property of Lessor or the right
of first offer to purchase other property of Lessor.



     39.2 Options Personal. Each Option granted to Lessee in this lease is personal to the original
Lessee and maybe exercised only by the original Lessee while occupying the Premises who does so
without the intent of thereafter assigning this lease or subletting the Premises or any portion
thereof, and may not be exercised or be assigned, voluntarily or involuntarily, by or to any person
or entity other than Lessee: provided, however, that an Option may be exercised by or assigned to
any Lessee Affiliate as defined in paragraph 12.2 of this Lease. The Options, if any, herein
granted to Lessee are not assignable separate and apart from this Lease, nor may any Option be
separated from this Lease in any manner; either by reservation or otherwise.



     39.3 Multiple Options, in the event that Lessee has any multiple options to extend or renew
this Lease a later option cannot be exercised unless the prior option to extend or renew this Lease
has been so exercised.



     39.4 Effect of Default on Options.



          (a) Lessee shall have no right to exercise an Option; notwithstanding any provision in the
grant of Option to the contrary, (I) during the time commencing from the date Lessor gives to
Lessee a notice of default pursuant to paragraph 13.1(c) or 13.1(d) and continuing until the
noncompliance alleged in said notice of default is cured, or (ii) during the period of time
commencing on the day after a monetary obligation to Lessor is due from Lessee and unpaid (without
any necessity for notice thereof to Lessee) and continuing until the obligation is paid, or (iii)
in the event that Lessor has given to Lessee three or more notices of default under paragraph
l3.1(c).or paragraph 13.1(d),whether or not the defaults are cured, during the 12 month period of
time immediately prior to the time that Lessee attempts to exercise the subject Option, (iv) if
Lessee has committed any non-curable breach, including without limitation these described in
paragraph 13.1(b), or is otherwise in default of any of the terms, covenants or conditions of this
Lease.




          (b) The period of time within which an Option may be exercised shall not be extended or
enlarged by reason of Lessee’s inability to exercise an Option because of the provisions of
paragraph 39.4(a).




          (c) All rights of Lessee under the provisions of an Option shall terminate and be of no
further force or effect, notwithstanding Lessee’s due and timely exercise of the Option, if, after
such exercise and during the term of this Lease, (i) Lessee fails to pay to Lessor a monetary
obligation of Lessee for a period of thirty (30) days after such obligation becomes due (without
any necessity of Lessor to give notice thereof to Lessee), or (ii) Lessee fails to commence to cure
a default specified In paragraph 13.1(d) within thirty (30) days after the date that Lessor gives
notice to Lessee of such default and/or Lessee fails thereafter to diligently prosecute said cure
to completion, or (iii) Lessor gives to Lessee three or more notices of default under paragraph
13.1(c). or paragraph 13.1(d), whether or not the defaults are cured, or (iv) if Lessee has
committed any non-curable breach, including without limitation those described in paragraph
13,l(b),or is otherwise in default of any of the terms, covenants and conditions of this Lease.




     40.Security Measures—Lessor’s Reservations.



     40.1 Lessee hereby acknowledges that Lessor shall have no obligation whatsoever to provide
guard service or other security measures for the benefit of the Premises or the Office Building
Project. Lessee assumes all responsibility for the protection of Lessee, its agents, and invitees
and the property of Lessee and of Lessee’s agents and invitees from acts of third parties. Nothing
herein contained shall prevent Lessor, at Lessor’s sole option, from providing security protection
for the Office Building Project or any part thereof, in which event the cost thereof shall be
included within the definition of Operating Expenses, as set forth In paragraph 4.2(b).



     40.2 Lessor shall have the following rights:



          (a) To change the name, address or title of the Office Building Project or building in which
the Premises are located upon not less than 90 days prior written notice;




          (b) To, at Lessee’s expense, provide and install Building standard graphics on the door of the
Premises and such portions of the Common Areas as Lessor shall reasonably deem appropriate:




          (c) To permit any lessee the exclusive right to conduct any business as long as such exclusive
does not conflict with any rights expressly given herein;




          (d)To place such signs, notices or displays as Lessor reasonably deems necessary or advisable
upon the roof, exterior of the buildings or the Office Building Project or on pole signs in the
Common Areas.




     40.3 Lessee shall not:



          (a) Use a representation (photographic or otherwise) of the Building or the Office Building
Project or their name(s) in connection with Lessee’s business




          (b) Suffer or permit anyone, except in emergency, to go upon the roof of the Building.




     41. Easements.



     41.1 Lessor reserves to itself the right, from time to time, to grant such easements, rights
and dedications that Lessor deems necessary or desirable, and to cause the recordation of Parcel
Maps and restrictions, so long as such easements, rights, dedications, Maps and restrictions do not
unreasonably interfere with the use of tile Premises by Lessee. Lessee shall sign any of the
aforementioned documents upon request of Lessor and failure to do so shall constitute a material
default of this Lease by Lessee without the need for further notice to Lessee.



     41.2 The obstruction of Lessee’s view, air, or light by any structure erected in the vicinity
of the Building, whether by Lessor or third parties, shall in no way affect this Lease or impose
any liability upon Lessor.



     42.Performance Under Protest. If at any time a dispute shall arise as to any amount or sum of
money to be paid by one party to the other under the provisions hereof, the party against whom the
obligation to pay the money is asserted shall have the right to make payment “under protest and
such payment shall not be regarded as a voluntary payment, and there shall survive the right on the
part of said party to institute suit for recovery of such sum. If It shall be adjudged that there
was no legal obligation or, the part of said party to pay such sum or any part thereof, said party
shall be entitled to recover such sum or so much thereof as it was not legally required to pay
under the provisions of this Lease.



Initials                    


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9









 







entity requested and warrant that such individual is dully authorized to execute and deliver
this Lease on behalf of said entity. If Lessee is a corporation, trust or partnership, Lessee
shall, within thirty(30) days after execution of this Lease, deliver to Lessor evidence of such
authority satisfactory to Lessor.



44. Conflict: Any conflict between the printed provisions, Exhibits or Addends of this Lease and
the typewritten or handwritten provisions, if any, shall be controlled by the typewritten or
handwritten provisions.



45. No Offer: Presentation of this Lease by Lessor or Lessor’s agent and submission of same to
Lessee shall not be deemed an offer to Lessee to lease. This Lease shall become binding upon Lessor
and Lessee only when filly executed by both parties.



46. Lender Modification: Lessee agrees to make such reasonable modifications to this Lease as may
be reasonably required by an institutional lender in connection with the obtaining of normal
financing or refinancing of the Office Building Project.



47. Multiple Parties: If more than one person or entity is named as either Lessor or Lessee herein,
except as otherwise expressly provided herein, the obligations of the Lessor or Lessee herein shall
be the joint and several responsibility of all persons or entities named herein as such Lessor or
Lessee, respectfully.



48. Attachments: Attached hereto are the following documents which constitute a part of this Lease:




Exhibit “A”:     Floor Plan (intentionally deleted)

Exhibit “B”:     Rules & Regulations

Exhibit “C”:     Tenant Information Statement



49. Lessor hereby leases to Lessee 2 covered parking space(s) known as reserved parking
space number(s) 2 & 8 in accordance with Paragraph 2.2 and Exhibit “B”



50. Provided that Lessee has not been in default at any time during the term of this Lease, Lessor
herein grants to Lessee (1) three year option(s) to renew this Lease. Any default under
the lease shall terminate this option. Lessee shall provide 60 days advance written notice of
Lessee’s intent to exercise this option or the option shall terminate. The following rent
adjustments are applicable to the base rent for the option period:




	 	 	 	 	 
	Year One:

	 	APRIL 15T 2007 to MARCH 31ST 2008
	 	C.P.I. Increase
	 

	 	 	 	 
	Year Two:

	 	APRIL lst 2008 to MARCH 31ST 2009
	 	C.P.I. Increase
	 

	 	 	 	 
	Year Three:

	 	APRIL 1ST 2009 to MARCH 31st, 2010
	 	C.P.I. Increase
	 

	 	 	 	 





	 	 	 
	51. This Lease and all obligations herein shall be personally guaranteed by
	 	N/A

	 

	 	 




LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND PROVISION
CONTAINED HEREIN AND, BY EXECUTION OF THIS LEASE, SHOW THEIR INFORMED AND VOLUNTARY CONSENT
THERETO. THE PARTIES HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS
LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND
LESSEE WITH RESPECT TO THE PREMISES.



IF THIS LEASE HAS BEEN FILLED IN IT HAS BEEN PREPARED FOR SUBMISSION TO YOUR ATTORNEY FOR
HIS APPROVAL, NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AMERICAN INDUSTRIAL
REAL ESTATE SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS LEASE ON THE
TRANSACTION RELATING THERETO: THE PARTIES SHALL RELY SOLELY UPON THE ADVICE OF THEIR
OWN LEGAL COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THE LEASE.




	 	 	 	 	 	 	 	 	 	 	 
	LESSOR	 	LESSEE
	 
	 	 	 	 	 	 	 	 	 	 
	FLAMINGO PECOS PLAZA	 	READY MIX INC.
	 
	 	 	 	 	 	 	 	 	 	 
	By

	 	 	 	 	 	By	 	 /s/ Robert R. Morris	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	Its
 

	 	 	 	 	 	Its  President
 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By

	 	 	 	 	 	By	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	Its
 

	 	 	 	 	 	Its
 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Executed at Las Vegas, NV.	 	Executed at Las Vegas, NV. 89121
	 
	 	 	 	 	 	 	 	 	 	 
	on

	 	 	 	 	 	on
	 	April 3, 2007
	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Address

	 	 3430 E. Flamingo Rd.

	 	 	 	Address
	 	3430 E. Flamingo Rd.
	 	 
	 

	 	 
	 	 	 	 	 	 	 	 





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ATTACHMENT TO LEASE BETWEEN FLAMINGO PECOS PLAZA AND READY MIX INC.

SUITE numbers occupied as indicated on page 1 of LEASE:

100

101

105

201

250





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