exhibit_4-1.htm


    
      

    

    Exhibit
      4.1

     

    STANDARD
      INDUSTRIAL/COMMERCIAL

    MULTI-TENANT
      LEASE - GROSS

    AMERICAN
      INDUSTRIAL REAL ESTATE ASSOCIATION

     

    
      	
              1.

            	
              Basic
                Provisions ("Basle
                Provisions").

            


    

    
      	
            	
              1.1

            	
              Parties:
                This Lease ("Lease"), dated for reference purposes
                only                                     
                July 25, 2007                                ,
                is made by and

            


    

    
      between
        Hawkins Family Revocable Living
        Trust                                                                                                                                                                             

                                                                                                                                                                                                                                                                         
        

                                                                                                                                                                                                                                                      
        ("Lessor")

      and
        AmerElite Solutions,
        Inc.                                                                                                                                                                                                               


                                                                                                                                                                                                                                                                         
        

                                                                                                                                                         
        ("Lessee"), (collectively the "Parties', or individually a
        "Party").

      
        	
              	
                1.2(a)

              	
                Premises:
                  That certain portion of the Project (as defined below),
                  including
                  at improvements therein or to be provided by Lessor under
                  the

              


      

      terms
        of
        this Lease, commonly known by the street address of 3138/40 Wes
t
Clarendon Avenue                                                   ,
        located in the City of

      Phoenix                                                                                               ,
        County of
Maricopa                                                                                                      
, Stale

      of
        Arizona                                                                
              ,
        with
        zipcode 85017             ,
        as outlined in
        Exhibit  N/A        attached
        hereto ("Premises) and

    

    generally
      described as (describe briefly the nature of the Premises): Single-story
      multiple-tenant industrial
building                                                         


                                                                                                                                                                                                                                                                       
      

                                                                                                                                                                                                                                                                       
      

    In
      addition to Lessees rights to use and occupy the Premises as hereinafter
      specified. Lessee shall have non-exclusive rights to the Common Areas (as
      defined in Paragraph 2.7 below) as hereinafter specified, but shall not have
      any
      rights to the roof, exterior walls or utility raceways of the building
      containing the Premises ("Building") or to any other buildings in the Project.
      The Premises, the Building, the Common Areas, the land upon which they are
      located, along with all other buildings and Improvements thereon, are herein
      collectively referred to as the "Project" (See also Paragraph 2)

    
      	
            	
              1.2(b)

            	
              Parking:                
                Six
                (6)             
                 unreserved vehicle parsing spaces ("Unreserved Parking Spaces"):
                and None (
                0)                                    
                

            


    

    reserved
      vehicle parking spaces ("Reserved Parking Spaces') (See also Paragraph
      2.6.)

    
      	
            	
              1.3

            	
              Term:N/A                
                           years and
                Six (6)               
                 months ("Original Term") commencing August
                1, 2007                                                  
                

            


    

    ("Commencement
      Date) and ending
January 31, 2008                                                ("Expiration
      Date"). (See also Paragraph 1)

    
      	
            	
              1.4

            	
              Early
                Possession:N/A                                                         
                      ("Early Possession Date"). (See
                also Paragraphs 32 and 3.3.)

            


      	 	1.5	Base
              Rent: $              1, 185.00                 per
              month ("Base Rent"), payable on
              the                
                           
              First (1st)                  day
              of each month


    

    commencing
      August 1, 2007                                                      .
      (See also Paragraph 4.)

    q If
      this box is
      checked, there are provisions in this Lease for the Base Rent to be
      adjusted.

    
      	
            	
              1.6

            	
              Lessee's
                Share of Common Area Operating
                Expenses:                                          Eleven                             percent
                ( 11 . 0 %) ("Lessees
                Share").

            


    

    
      	 	1.7	Base
              Rent and Other Monies Paid Upon
              Execution;


    

    
      	
            	
              (a)

            	
              Base
                Rent: $
                1, 185.00                                        for
                the
                period  08/01/07 thru 01/31/08                                                                                      

            


    

    
      	 	(b) 	Common
              Area Operating Expenses are limited to base Real Property Taxes as
              defined In Section 4. Rent sub Paragraph
              4.2(v): 


    

    
      	 	 	$
              25,900.12                  
                       for the period
              term of the
              lease                                                 
                                                                                        


    

    
      	 	(c) 	Security
              Deposit: $ 1, 085.
              00                                                              ("Security
              Deposit"). (See also Paragraph 5)


    

    
      	 	(d) 	Other:
              $
              28.44                                  for 
              City, county, and state rental occupancy
              tax                                                                                     
               


    

    
      	 	(e) 	Total
              Due Upon Execution of this Lease: $1,213
              .44                                                            
               


    

    
      	
            	
              1.8

            	
              Agreed
                Use:General office and
                warehouse                                                                                                                                                                     
                

            


    

                                                                                                                                                                                                                                                                             

                                                                                                                                                                                                                                                                              
      

                                                                                                                                                                                                                                      
       (See also Paragraph 6

    
      	
            	
              1.9

            	
              Insuring
                Party. Lessor is the "Insuring
                Party".• (See also
                Paragraph B.)

            


      	 	1.10 	Real
              Estate Brokers: (See also Paragraph
              15.) 


      	 	 	(a)
              Representation: The following real estate brokers (the
              'Brokers") and brokerage relationships exist in this transaction (check
              applicable 


    

    boxes):

    þ Hawkins Realty. Inc.                                                                                                                                       
       represents Lesser exclusively ("Lessor's Broker");

    q                                                                                                              
                                                                represents
      Lessee exclusively ("Lessee's Broker"); or

    q                                                                                                                                                                           represents
      both Lessor and Lessee ("Dual Agency").

    (b)
      Payment to Brokers: Upon execution and delivery of this Lease
      by both Parties, Lessor shall pay to the Brokers

    the
      brokerage fee agreed to In a separate written agreement (or if there is no
      such
      agreement, the sum of
355.50                             or     5       %
      of the total

    Base
      Rent
      for the brokerage services rendered by the Brokers).

    
      	
            	
              1.11

            	
              Guarantor.
                The obligations of the Lessee under this Lease are to be guaranteed
                by
                Robert L.
                Knapp                                                                  
                

            


    

                                                                                                                                                           "Guarantor").
      (See also Paragraph 37.)

    
      	
            	
              1.12

            	
              Addenda
                and Exhibits. Attached hereto is an Addendum or Addenda
                consisting of
                Paragraphs                          through                 
                         and

            


    

    Exhibits   N/A         through  N/A          ,
      all of which constitute a part of this Lease.

     

    
      	
              2.

            	
              Premises.

            


    

    2.1      
      Letting. Lessor hereby teases to Lessee, and Lessee hereby
      leases from Lessor, the Premises, for the term, at the rental. and upon all
      of
      the terms, covenants and conditions set forth in this Lease. Unless otherwise
      provided herein, any statement of size set forth in this Lease, or that may
      have
      been used in calculating Rent, is an approximation winch the Parties agree
      is
      reasonable and any payments based thereon are not subject to revision whether
      or
      not the actual sire is more or less.

    2.2      
      Condition. Lessor shall deliver that portion of the Premises
      contained within the Building ("Unit") to Lessee broom clean and free of debris
      on the Commencement Date or the Early Possession Dale, whichever first occurs
      ("Start Date"), and, so long as the required service contracts described In
      Paragraph 7.1(b) below are obtained by Lessee and in effect within thirty days
      following the Start Date, warrants that the existing electrical, plumbing,
      tire
      sprinkler, lighting, heating, ventilating and air conditioning systems ("HVAC"),
      loading doors, if any, and all other such elements in the Unit, other than
      those
      constructed by Lessee, shall be in goad operating condition on said date and
      that the structural elements of the roof, bearing walls and foundation of the
      Unit shall be free of material defects. It a noncompliance with such warranty
      exists as of the Start Date, or if one of such systems or elements should
      malfunction or fall within the appropriate warranty period, Lessor shall as
      Lessors sole obligation with respect to such matter, except as otherwise
      provided in this Lease, promptly after receipt of mitten notice from Lessee
      setting forth with specificity the nature and extent of such non-compliance.
      malfunction or failure, rectify sierra at Lessor's expense. The warranty periods
      shall be as follows: (i) 6 months as to the HVAC systems, and (ii) 30 days
      as to
the remaining systems and other elements of the Unit. If Lessee does
      not give Lessor the required notice within the appropriate warranty period,
      correction of any such non-compliance, malfunction or failure shall be the
      obligation of Lessee at Lessee's sole cost and expense (except for the repairs
      to the fire sprinkler systems, reef, foundations. and/or bearing walls - see
      Paragraph 7).

    


    
      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        
OFFICE
        LEASE

    

    
 

    2.3      
      Compliance. Lessor warrants that the improvements on the Premises and
      the Common Areas comply with the building codes that were in effect at
      the time that each such improvement, or portion thereof, was constructed, and
      also with all applicable laws, covenants or restrictions of record, regulations
      and ordinances in effect on the Start Date ("Applicable Requirements"). Said
      warranty does not apply to the use to which Lessee will put the Premises or
      to
      any Alterations or Utility installations (as defined in Paragraph 7.3(a).)
      made
      or to be made by Lessee. NOTE: Lessee is responsible for
      determining whether or not the zoning is appropriate for Lessees intended use,
      and acknowledges that past uses of the Premises may no longer be allowed. If
      the
      Premises do not comply with said warranty, Lessor shall, except as otherwise
      provided, promptly after receipt of written notice from Lessee setting forth
      with specificity the nature and extent of such noncompliance, rectify the same
      at Lessor's expense. If Lessee does not give Lessor written notice of a
      non-compliance with this warranty within 6 months following the Start Date,
      correction of that nor compliance shall be the obligation of Lessee at Lessee's
      sole cost and expense. If the Applicable Requirements are hereafter changed
      so
      as to require during the term of this Lease the construction of an addition
      to
      or an alteration of the Unit, Premises and/or Building, the remediation of
      any
      Hazardous Substance, or the reinforcement or other physical modification of
      the
      Unit, Premises and/or Building (-Capital Expenditure"). Lessor and Lessee shall
      allocate the cost of such work as follows:

    
      (a)        Subject
        to Paragraph 2.3(c) below, if such Capital Expenditures are required as a
        result
        of the specific and unique use of the Premises by Lessee as compared with
        uses
        by tenants in general, Lessee shall be fully responsible for the cost thereof,
        provided, however, that If such Capital Expenditure is required during
        the last 2 years of this Lease and the cost thereof exceeds it months' Base
        Rent, Lessee may instead terminate this Lease unless Lessor notifies Lessee,
        in
        writing, within 10 days after receipt of Lessee's termination notice that
        Lessor
        has elected to pay the difference between the actual cost thereof and the
        amount
        equal to 6 months' Base Rent. If Lessee elects termination, Lessee shall
        immediately cease the use of the Premises which requires such Capital
        Expenditure and deliver to Lessor written notice specifying a termination
        date
        at least 90 days thereafter. Such termination date shall, however, in no
        event
        be earlier than the last day that Lessee could regally utilize the Premises
        without commencing such Capital Expenditure.

      (b)        If
        such Capital Expenditure is eat the result of the specific and unique use
        of the
        Premises by Lessee (such as, governmentally mandated seismic modifications),
        then Lessor and Lessee shall allocate the obligation to pay for the portion
        of
        such costs reasonably attributable to the Premises pursuant to the formula
        set
        out in Paragraph 7.1(d); provided, however, that if such Capital Expenditure
        is
        required during the last 2 years of this Lease or if Lessor reasonably
        determines that it is not economically feasible to pay its share thereof.
        Lessor
        shall have the option to terminate this Lease upon 90 days prior written
        notice
        to Lessee unless Lessee notifies Lessor, in writing, within 10 days
        after receipt of Lessor's termination notice that Lessee will pay for such
        Capital Expenditure. If Lessor does not elect to terminate, and fails to
        tender
        its share of any such Capital Expenditure, Lessee may advance such funds
        and
        deduct same, with Interest, from Rent until Lessor's share of such costs
        have
        been fully paid. If Lessee is unable to finance Lessors share, or if the
        balance
        of the Rent dim and payable for the remainder of this Lease is not sufficient
        to
        fully reimburse Lessee on an offset bees, Lessee shall have the right to
        terminate this Lease upon 30 days written notice to Lessor.

      (c)        Notwithstanding
        the above, the provisions concerning Capital Expenditures are intended to
        apply
        only to non-voluntary, unexpected, and new Applicable Requirements. If the
        Capital Expenditures are instead triggered by Lessee as a result of an actual
        or
        proposed change in use, change In intensity of use. or modification to the
        Premises then, and in that event, Lessee shall be fully responsible for the
        cost
        thereof, and Lessee shall not have any right to terminate this
        Lease.

      2.4      
        Acknowledgements. Lessee acknowledges that: (a) it has teen
        advised by Lessor and/or Brokers to satisfy itself with respect to the condition
        of the Premises (including but not limited to the electrical, HVAC and fire
        sprinkler systems, security, environmental aspects, and compliance with
        Applicable Requirements and the Americans with Disabilities Act), and their
        suitability for Lessee's intended use, (b) Lessee has made such investigation
        as
        it deems necessary with reference to such matters and assumes all responsibility
        therefore as the same relate to its occupancy of the Premises, and (c) neither
        Lessor, Lessor's agents, nor Brokers have made any oral or written
        representations or 'wardens with respect to said matters other than as net
        forth
        In this Lease. In addition, Lessor acknowledges that (I) Brokers have made
        no
        representations, promises or warranties concerning Lessee's ability to honor
        the
        Lease or suitability to occupy the Premises, and (ii) it Is Lessor's salt
        responsibility to investigate the financial capability and/or suitability
        of all
        proposed tenants.

      2.5      
        Lessee as Prior Owner/Occupant. The warranties made by Lessor
        In Paragraph 2 shall be of no farce or effect ff immediately prior to
        the

      Start
        Date
        Lessee was the owner or occupant of the Premises. In such event, Lessee shall
        be
        responsible for any necessary corrective woke.

      2.6      
        Vehicle Parking. Lessee shall be entitled to use the number of
        Unreserved Parking Spaces and Reserved Parking Spaces specified In Paragraph
        1.2(b) an those portions of the Common Areas designated from time to time
        by
        Lessor for parking. Lessee shall not use more parking spaces than said
        number. Said parking spaces shall be used for parking by vehicles no larger
        than
        full-size passenger automobiles or pick-up trucks, herein called "Permitted
        Size
        Vehicles." Lessor may regulate the loading and unloading of vehicles by adopting
        Rules and Regulations as provided in Paragraph 2.9. No vehicles other than
        Permitted Size Vehicles may be parked in the Common Area without the prior
        written permission of Lesser.

      (a)        Lessee
        shall not permit or allow any vehicles that belong to or are Controlled by
        Lessee or Lessee's employees, suppliers, shippers, customers, contractors
        or
        invitees lo be loaded, unloaded, or parked in areas other than those designated
        by Lessor for such activities.

      (b)        Lessee
        shall riot service or store any vehicles in the Common Areas.

      (c)        If
        Lessee permits or allows any of the prohibited activities described In this
        Paragraph 2.6, then Lessor shall have the right, without notice, in addition
        to
        such other rights and remedies that II may have, to remove or tow nay the
        vehicle involved and charge the cost to Lessee, which cost shall be immediately
        payable upon demand by Lessor.

      2.7      
        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 Project and interior utility raceways and installations
        within the Unit that are provided and designated by the Lessor from
        time to time for the general non-exclusive use of Lessor. Lessee and other
        tenants of the Project and their respective employees, suppliers, shippers,
        customers, contractors and invitees, including parking areas, loading and
        unloading areas, trash areas, roadways, walkways, driveways and
        landscaped areas.

      2.8      
        Common Areas - Lessee's Rights. Lessor grants to Lessee, for
        the benefit of Lessee and its employees, suppliers, shippers, contractors,
        customers and invitees, during the term of this Lease, the no-exclusive right
        to
        use, In common with others entitled to such use, the Common Areas as they
        exist
        from time to time, subject to any rights, powers, and privileges reserved
by
Lessor under the terms hereof or under the terms of any rules and
        regulations or restrictions governing the use of the Project. Under no
        circumstances shall the right herein granted to use the Common Areas be deemed
        to include the right to store any property, temporarily or permanently, in
        the
        Common Areas. Any such storage shall be permitted only by the prior written
        consent of Lessor or Lessor's designated agent, which consent may be revolted
        at
        any time. In the event that any unauthorized storage shall occur, then Lessor
        shall have the right, without notice, in addition to such other rights and
        remedies that it may have, to remove the properly and charge the cost to
        Lessee,
        which cast shall be Immediately payable upon demand by Lessor.

      2.9      
        Common Areas - Rules and Regulations. 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 establish.
        modify, amend and enforce reasonable lutes and regulations ("Rules and
        Regulations") for the management, safety, care, and cleanliness of the grounds,
        the parking and unloading of vehicles and the preservation of good order,
        as
        well as for the convenience of other occupants or tenants of the finding
        and the
        Project and their Invitees. Lessee agrees to abide by and conform M all such
        Ruins and Regulations, and to cause its employees, suppliers, shippers,
        customers, contractors and invitees to so abide and conform. Lessor shall
        not be
        responsible to Lessee for the non-compliance with said Rules and Regulations
        by
        ether tenants of the Project.

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

      (a)        To
        make changes to the Common Areas, including, without limitation, changes
        in the
        location, size, shape and number of driveways, entrances, parking spaces,
        parking areas, loading and unloading areas, Ingress, egress, direction of
        traffic, landscaped areas, walkways and utility raceways;

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

      (c)        To
        designate other land outside the boundaries of the Project to be a pad of
        the
        Common Areas;

      (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 Project, or any portion thereof; and

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

       

      
        	
                3.

              	
                Term.

              


      

      3.1      
        Term. The Commencement Date, Expiration Date and Original Tern
        of this Lease are as specified In Paragraph 1.3,

      3.2      
        Early Possession. If Lessee totally or partially
        occupies the Premises prior to the Commencement Date, the obligation to pay
        Base
        Rent shall be abated for the period of such early possession. All other tens
        of
        this Lease (including but not limited to the obligations to pay Lessee's
        Share
        of Common Area Operating Expenses, Real Property Taxes and insurance premiums
        and to maintain the Premises) shall, however, be in effect during such period.
        Any such early possession shall not affect the Expiration Date.

      3.3      
        Delay 11/ Possession. Lessor agrees to use its best
        commercially reasonable efforts to delver possession of the Premises to Lessee
        by the Commencement Date. If, despite said efforts, Lessor is unable to
        deliver possession as agreed, Lessor shall not be subject to any liability
        therefor, nor shall such failure affect the validity of this Lease. Lessee
        shall
        not, however, be obligated to pay Rent or perform its other obligations until
        it
        receives possession of the Premises. If possession is not delivered within
        60
        days after the Commencement Date, Lessee may, at Its option, by notice In
        vetting within 10 days after the end of such 60 day period, cancel this Lease,
        in which event the Parties shall be discharged from all obligations hereunder_
        If such written notice is not received by Lessor within said 10 day
        period, Lessee's right to cancel shaft terminate. Except as otherwise provided,
        if possession is not tendered to Lessee by the Start Dale and Lessee does
        not
        terminate this Lease, as aforesaid, any period of rent abatement that Lessee
        would otherwise have enjoyed shaft run from the date of delivery of possession
        and continue for a period equal to what Lessee would otherwise have enjoyed
        under the terms hereof, but minus any days of delay caused by the acts or
        omissions of Lessee. If possession of the Premises is not delivered within
        4
        months after the Commencement Date, this Lease shall terminate unless other
        agreements are reached between Lessor and Lessee, in writing.

      3.4      
        Lessee Compliance. Lessor shall not be required to lender
        possession of the Premises to Lessee until Lessee complies with its obligation
        to provide evidence of insurance (Paragraph 8,5). Pending delivery of such
        evidence, Lessee shall be required to perform all of its obligations under
        this
        Lease from and after the Start Date, including the payment of Rent,
        notwithstanding Lessor's election to withhold possession pending receipt
        of such
        evidence of insurance. Further, If Lessee is required to perform any other
        conditions prior to or concurrent with the Start Date, the Start Date shall
        occur but Lessor may elect to withhold possession until such conditions are
        satisfied.

       


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        
OFFICE LEASE

       

      
        	
                4.

              	
                Rent.

              


      

      4.1      
        Rent Defined. All monetary obligations of Lessee to Lessor
        under the terms of this Lease (except for the Security Deposit) are deemed
        to be
        rent (-Rent").

      4.2      
        Common Area Operating Expenses. Lessee shall pay to Lessor
        during the term hereof, in addition to the Base Rent. Lessee's Share (as
        specified in Paragraph 16.) of all Common Area Operating Expenses, as
        hereinafter defined, during each calendar year of the term of this Lease,
        in
        accordance with the following provisions:

      (a)      
        “Common Area Operating Expenses” are defined, for purposes at
        this Lease, as alt costs incurred by Lessor relating to the ownership and
        operation or the Project, including, but not limited to, the
        following:

      (i)      
        The operation, repair and maintenance, in neat, clean, good order and condition,
        but not the replacement (see subparagraph (e)), of the following:

      (aa)      
        The Common Areas and Common Area improvements, including parking areas, loading
        and unloading areas, trash areas, roadways, parkways, walkways, driveways,
        landscaped areas, bumpers, irrigation systems, Common Area lighting facilities,
        fences and gates, elevators, roofs, and roof drainage systems.

      (bb)      
        Exterior signs and any tenant directories.

      (cc)      
        Any fire sprinkler systems.

      (ii)      
        The cost of water, gas, electricity and telephone to service the Common Areas
        and any utilities not separately metered.

      (iii)      Trash
        disposal, pest control services, property management, security services,
        and the
        costs of any environmental inspections.

      (iv)      Reserves
        set aside for maintenance and repair of Common Areas.

      (v)      
        Any increase above the Base Real Property Taxes (as defined in Paragraph
        10).

      (vi)      Any
        "Insurance Cost Increase" (as defined in Paragraph 8).

      (vii)     Any
        deductible portion of an insured loss concerning the Building or the Common
        Areas.

      (viii)    The
        cost of any Capital Expenditure to the Building or the Project not covered
        under
        the provisions of Paragraph 2.3 provided; however, that Lessor shall allocate
        the cost of any such Capital Expenditure over a 12 year period and Lessee
        shall
        not be required to pay more than Lessee's Share of I/144th of the cost of
        such
        Capital Expenditure in any given month.

      (ix)      
        Any other services to be provided by Lessor that are stated elsewhere in
        this
        Lease to be a Common Area Operating Expense,

      (b)      
        Any Common Area Operating Expenses and Real Property Taxes that are specifically
        attributable to the Unit, the Building or to any other building In the Project
        or In the operation, repair and maintenance thereof, shall be allocated entirely
        to such Unit, Building, or other building. However., any Common Area Operating
        Expenses and Real Property Taxes that are not specifically attributable to
        the
        Building or to any other building or to the operation, repair and maintenance
        thereof, shall be equitably allocated by Lessor to all buildings in the
        Project.

      (c)      
        The inclusion of the improvements, facilities and services set forth In
        Subparagraph 4.2(a) shall not be deemed to impose an obligation upon Lessor
        to
        either have said improvements or faculties or to provide those services unless
        the Project already has the same, Lessor already provides the services, or
        Lessor has agreed elsewhere in this Lease to provide the same or Some of
        them.

      (d)      
        Lessee's Share of Common Area Operating Expenses shall be payable by Lessee
        within 10 days after a reasonably detailed statement of actual expenses is
        presented to Lessee. At Lessor's option, however, an amount may be estimated
        by
        Lessor from time to time of Lessee's Share of annual Common Area Operating
        Expenses and the same shall be payable monthly or quarterly, as Lessor shall
        designate, during each 12 month period of the Lease term, on the same day
        as the
        Base Rent Is due hereunder. Lessor shall deliver to Lessee within 60 days
        alter
        the expiration of each calendar year a reasonably detailed statement showing
        Lessee's Share of the actual Common Area Operating Expenses incurred during
        the
        preceding year If Lessee's payments under this Paragraph 4.2(d) during the
        preceding year exceed Lessee's Share as indicated on such statement, Lessor
        shall be credited the amount of such over-payment against Lessee's Share
        of
        Common Area Operating Expenses nerd becoming due. If Lessee's payments under
        rids Paragraph 4.2(c) during the preceding year were Less than Lessee's Share
        as
        indicated on such statement, Lessee shall pay to Lessor the amount of the
        deficiency within 10 days after delivery by Lessor to Lessee of the
        statement.

      (e)      
        When a capital component such as the roof, foundations, exterior wails or
        a
        Common Area capital improvement, such as the parking lot paving, elevators,
        fences, etc. requires replacement, rather than repair or maintenance, Lessor
        shall, at Lessors expense, be responsible for such replacement. Such expenses
        and/or costs are not Common Area Operating Expenses.

      4.3      
        Payment. Lessee shall cause payment of Rent to be received by
        Lessor in lawful money of the United States, without offset or deduction
        (except
        as specifically permitted in this Lease), on or before the day on which it
        is
        due. Rent far any period during the term hereof which Is for less than one
        full
        calendar month shall be prorated based upon the actual number of days Of
        said
        month. Payment of Rent shall be made to Lessor at its address stated herein
        or
        to such other persons or place as Lessor may from time to time designate
        in
        writing. Acceptance of a payment which is less than the amount then due shall
        net be a waiver of Lessor's rights to the balance of such Rent, regardless
        of
        Lessor's endorsement of any check so stating. In the event that any check,
        draft, or other instrument of payment given by Lessee to Lessor is dishonored
        for any reason, Lessee agrees to pay to Lessor the sum of 325.

       

      5.       
        Security Deposit. Lessee shall deposit with Lessor upon
        execution hereof the Security Deposit as security for Lessee's faithful
        performance of its obligations under this Lease. If Lessee fails to pay Rent,
        or
        otherwise Defaults under this Lease, Lessor may use, apply or retain all
        or any
        portion of said Security Deposit for the payment of any amount due Lessor
or to reimburse or compensate Lessor for any liability, expense,
        loss or
        damage which Lessor may suffer or incur by reason thereof, If Lessor titles
        or
        applies all or any portion of the Security Deposit, Lessee shall within 10
        days
        after written request therefor deposit monies with Lessor sufficient to restore
        said Security Deposit to the full amount required by this Lease. It the Base
        Rent increases during the term of this Lease, Lessee shall, upon written
        request
        from Lessor, deposit additional monies with Lessor so that the total amount
        of
        the Security Deposit shall at all times bear the same proportion to the
        increased Base Rent as the initial Security Deposit bore to the initial
        Base Rent. Should the Agreed Use be amended to accommodate a material
        change in the business of Lessee or to accommodate a sublease or
        assignee, Lessor shall have the right to Increase the Security Deposit to
        the
        extent necessary, in Lessor's reasonable judgment, to account for any increased
        wear and tear that the Premises may suffer as a result thereof. It a change
        in
        control of Lessee occurs during this Lease and following such change the
        financial condition of Lessee is, in Lessor's reasonable judgment, significantly
        reduced, Lessee stall depose such additional monies with Lessor as shall
        be
        sufficient to cause the Security Deposit to be at a commercially reasonable
        level based on such change in financial condition. Lessor shall not be required
        to keep the Security Deposit separate from its general accounts. Within 14
        days
        after the expiration or termination of this Lease. if Lessor elects to apply
        the
        Security Deposit only to unpaid Rent, and otherwise within 30 days after
        the
        Premises have been vacated pursuant to Paragraph 7.4(c) below, Lessor shall
        return that portion of the Security Deposit not used or applied by Lessor.
        No
        part of the Security Deposit shall be considered to be held in trust, to
        bear
        Interest or to be prepayment for any monies to be paid by Lessee under this
        Lease.

       

      6.       
        Use.

      6.1      
        Use. Lessee shall use and occupy the Premises only for the Agreed Use, or
        any
        other legal use which is reasonably comparable thereto, and for no other
        purpose. Lessee shall not use or permit the use of the Premises in a manner
        that
        is unlawful, creates damage, waste or a nuisance, or that disturbs occupants
        of
        or causes damage to neighboring premises or properties. Lessor shall not
        unreasonably withhold or delay its consent to any written request for a
        modification of the Agreed Use, so long as the same will not impair the
        structural integrity of the improvements on the Premises or the mechanical
        or
        electrical systems therein, and/or is not significantly more burdensome to
        the
        Premises. If Lessor elects to withhold consent, Lessor shall within 7 days
        after
        such request give written notification of Some, which notice shall include
        an
        explanation of Lessor's objections to the change in the Agreed Use.

      6.2      
        Hazardous Substances.

      (a)      
        Reportable Uses Require Consent. The term 'Hazardous Substance"
        as used In tree Lease shall mean any product, substance, or waste whose
        presence, use, manufacture, disposal, transportation, or release, either
        by
        itself or in combination with other materials expected to be on the Premises,
        Is
        either: (i) potentially injurious to the public health, safety or welfare,
        the
        environment or the Premises, (ii) regulated or monitored by any governmental
        authority, or (iii) a basis for potential Whitey of Lessor to any governmental
        agency or third party under arty applicable statute or common taw theory.
        Hazardous Substances shall include; but not be limited to,
        hydrocarbons, petroleum, gasoline, and/or crude oil or any products, by-products
        or fractions thereof. Lessee shall not engage In any activity in or an the
        Premises which constitutes a Reportable Use of Hazardous Substances without
        the
        express prior written consent of Lessor and timely compliance (at Lessee's
        expense) with all Applicable Requirements. "Reportable Use"
        shall mean (I) the [net/elation or use of any above or below ground storage
        tank. (ii) the generation, possession, storage, use, transportation, or disposal
        of a Hazardous Substance that requires a permit from, or with respect to
        which a
        report, notice, registration or business plan is required to be filed with,
        any
        governmental authority, and/or (iiii) the presence at the Premises of
        a Hazardous Substance with respect to which any Applicable Requirements requires
        that a notice be given to persons entering or occupying the Premises or
        neighboring properties, Notwithstanding the foregoing, Lessee may use any
        ordinary and customary materials reasonably required to be used In the normal
        course of the Agreed Use, so long as such use is in compliance with all
        Applicable Requirements, is not a Reportable Use, and does not expose the
        Premises or neighboring property to any meaningful risk of
        contamination or damage or expose Lessor to any liability therefor. In addition,
        Lessor may condition its consent to any Reportable Use upon receiving
        such additional assurances as Lessor reasonably deems necessary to protect
        itself, the public, the Premises and/or the environment against damage,
        contamination, injury and/or liability, including, but not limited to, the
        installation (and removal on or before Lease expiration or termination) of
        protective modifications (such as concrete encasements) and/or increasing
        the
        Security Deposit.

      (b)      
        Duty to Inform Lessor.If Lessee knows, or has reasonable cause
        to believe, that a Hazardous Substance has come to be located in, on, under
        or
        about the Premises, other than as previously consented to by Lessor. Lessee
        shall immediately give written notice of such fact to Lessor, and provide
        Lessor
        with a copy of any report, notice, claim or Other documentation which it
        has
        concerning Me presence of such Hazardous Substance.

       

       


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        
OFFICE LEASE

       

      (c)      
        Lessee Remediation. Lessee shall not cause or permit any
        Hazardous Substance to be spilled or released in, on, under, or about the
        Premises (including through the plumbing or sanitary sewer system) and shall
        promptly, at Lessees expense, take all investigatory and/or remedial action
        reasonably recommended, whether or not formally ordered or required, for
the
cleanup of any contamination of, and for the maintenance, security
        and/or
        monitoring of the Premises or neighboring properties, that was caused or
        materially contributed to by Lessee, or pertaining to or involving any Hazardous
        Substance brought onto the Premises during the term of this Lease, by or
        for
        Lessee, or any third party.

      (d)      
        Lessee indemnification. Lessee shall indemnity, defend and hold
        Lessor, its agents, employees, lenders and ground lessor, if any. harmless
        from
        and against any and all loss of rents and/or damages, liabilities, judgments,
        claims, expenses, penalties, and attorneys' and consultants' tees arising
        out of
        or Involving any Hazardous Substance brought onto the Premises by or
        for Lessee, or any third party (provided. however, that Lessee shall have
        no
        liability under this Lease with respect to underground migration of any
Hazardous Substance under the Premises from areas outside of the
        Project),
        Lessee's obligations shall include, but not be limited to, the effects of
        any
        contamination or injury to person, properly or the environment created or
        suffered by Lessee, and the cost of investigation, removal, remediation,
        restoration and/or abatement, and shall survive the expiration or termination
        of
        this Lease. No termination, cancellation or release agreement entered into
        by
        Lessor and Lessee shall release Lessee from its obligations under this
        Lease with respect to Hazardous Substances, unless specifically so agreed
        by
        Lessor in writing at the time of such agreement.

      (e)      
        Lessor Indemnification. Lessor and its successors and assigns
        shall indemnify, defend, reimburse and hold Lessee, its employees and lenders,
        harmless from and against any and all environmental damages, including the
        cost
        of remediation, which existed as a result of Hazardous Substances on the
        Premises prior to the Start Date or which are caused by the gross negligence
        or willful misconduct of Lessor, its agents or employees. Lessor's
        obligations, as and when required by the Applicable Requirements, shall include,
        but not be limited to, the cast of investigation, removal, remediation,
        restoration and/or abatement, and shall survive the expiation or termination
        of
        this Lease.

      (f)      
        Investigations and Remediation. Lessor she retain the
        responsibility and pay for any investigations or remediation measures required
        by governmental entities having jurisdiction molt respect to the existence
        of
        Hazardous Substances on the Premises prior to the Start Date, unless such
        remediation measure is required as a result of Lessee's use (including
        "Alteration", as defined in paragraph 72(a) below) of the Premises, in which
        event Lessee shall be responsible for such payment. Lessee shall cooperate
        fully
        in arty such activities at the request of Lessor, including allowing Lessor
        and
        Lessor's agents to have reasonable access to the Premises at reasonable times
        in
        order to carry out Lessors investigative and remedial
        responsibilities.

      (g)      
        Lessor Termination Option. Ifa Hazardous Substance Condition
        (see Paragraph 9.1(e)) occurs during the term of this Lease, unless Lessee
        is
        legally responsible therefor (in which case Lessee shall make the investigation
        and remediation thereof required by the Applicable Requirements and this
        Lease
        shall continue in full force and effect, but subject to Lesser's rights
        under Paragraph 62(d) and Paragraph 13), Lessor may, at Lessor's option,
        either
        Ill investigate and remediate such Hazardous Substance Condition, if required,
        as soon as reasonably possible at Lessor's expense, In which event this Lease
        shall continue in full force and effect, or (11) if the estimated cost to
        remediate such condition exceeds 12 times the then monthly Base Rent or
        $100,000, whichever is greater, give written notice to Lessee, within 30
        days
        alter receipt by Lessor of knowledge of the occurrence of such Hazardous
        Substance condition, of Lessor's desire to terminate this Lease as of the
        date
        60 dace following the date of such notice. In the event Lessor elects
to give a termination notice, Lessee may, within 10 days thereafter,
        give
        written notice to Lessor of Lessee's commitment to pay the amount by which
        the
        cost of the remediation of such Hazardous Substance Condition exceeds an
        amount
        equal to 12 times the then monthly Base Rent Or 5100,000, whichever is greater.
        Lessee shall provide Lessor with said funds or satisfactory assurance thereof
        within 30 days following such commitment In such event, this Lease shall
        continue in hilt force and effect, and Lessor shall proceed to make such
        remediation as soon as reasonably possible after the required funds are
        available. If Lessee does not give such notice and provide the required funds
        or
        assurance thereof within the time provided, the Lease shall terminate as
        of the
        date specified in Lessor's notice of termination.

      6.3      
        Lessee's Compliance with Applicable Requirements. Except as
        otherwise provided in this Lease, Lessee shall, at Lessee's sole expense,
        fully,
        diligently and in a timely manner, materially comply with all Applicable
        Requirements, the requirements of any applicable fire insurance underwriter
        or
        rating bureau, and the recommendations of Lessor's engineers and/or consultants
        which relate in any manner to the Premises, without regard to whether said
        requirements are now in effect or become effective after the Start
        Date. Lessee shall, within 10 days after receipt of lassoes written request,
        provide Lessor with copies of all permits and other documents, and
        other information evidencing Lessee's compliance with any Applicable
        Requirements specified by Lessor, and shall immediately upon receipt, notify
        Lessor in writing (with copies of any documents evolved) of any threatened
        or
        actual claim, notice, citation, warning, complaint or report pertaining to
        Or
        involving the failure of Lessee or the Premises to comply with any Applicable
        Requirements.

      6.4      
        Inspection; Compliance. Lessor and Lessor's 'Lender (as defined
        In Paragraph 30) and consultants shall have the right to enter into Premises
        at
        any time, in the case of an emergency, and otherwise at reasonable limes
        for the
        purpose of Inspecting the condition al the Premises and for verifying compliance
        by Lessee with this Lease. The cost of any such inspections shall be paid
        by
        Lessor, unless a violation of Applicable Requirements, or a contamination
        is
        bound to exist or be imminent, or the inspection is requested or ordered
        by a
        governmental authority. In such case, Lessee shall upon request reimburse
        Lessor
        for the cost of such inspection, so long as such inspection is reasonably
        related to the violation or contamination.

       

      
        	
                7.

              	
                Maintenance;
                  Repairs; Utility Installations; Trade Fixtures and
                  Alterations.

              


      

      7.1      
        Lessee's Obligations.

      (a)      
        In General. Subject to the provisions of Paragraph 2.2 (Condition), 2.3
        (Compliance), 6.3 (Lessee's Compliance with Applicable Requirements), 7.2
        (Lessors Obligations). 9 (Damage or Destruction), and 14 (Condemnation),
        Lessee
        shall, at Lessee's sole expense, keep the Premises, Utility Installations
        (Intended for Lessee's exclusive use, no matter Where located), and Alterations
        in good order, condition and repair (whether or not the portion of the Premises
        requiring repairs, or the means of repairing the same, are reasonably or
        readily
        accessible to Lessee, and whether or not the need for such repairs occurs
        as a
        result of Lessee's use, any prior use, the elements or the age of such portion
        of the Premises), including, but not limited to, all equipment or facilities,
        such as plumbing, HVAC equipment. electrical, lighting facilities, boilers,
        pressure vessels, factures, interior walls, interior surfaces of exterior
        walls,
        ceilings, floors, windows, doors, plate glass, and skylights but excluding
        any
        items which are the responsibility or Lessor pursuant to Paragraph 7.2. Lessee,
        In keeping the Premises in good order, condition and repair, shall exercise
        and
        perform good maintenance practices, specifically including the procurement
        and
        maintenance of the service contracts required by Paragraph 7.1(b) below.
        Lessee's obligations shall include restorations, replacements or renewals
        when
        necessary to keep the Premises and at improvements thereon or a fart thereof
        in
        good order, condition and state of repair.

      (b)      
        Service Contracts. Lessee shall, at Lessee's sole expense, procure and maintain
        contracts, with copies to Lessor, In customary form and substance for. and with
        contractors specializing and experienced in the maintenance of the following
        equipment and improvements, if any, it and when Installed on the Premises:
        (i)
        HVAC equipment, (ii) boiler and pressure vessels, (iii) clarifiers, and (iv)
        any
        other equipment, if reasonably, required by Lessor. However, Lessor
        reserves the right, upon notice to Lessee, to procure and maintain any or
        all of
        such service contracts, and if Lessor so elects, Lessee shall reimburse Lessor,
        upon demand, for the cost thereat

      (c)      
        Failure to Perform. If Lessee fails to perform Lessee's obligations under
        this
        Paragraph 7.1, Lessor may enter upon the Premises after 10 days' prior written
        notice to Lessee (except in the case of an emergency, in which case no notice
        shall be required), perform such obligations on Lessee's behalf, and put
        the
        Premises in good order, condition and repair, and Lessee shall promptly
        reimburse Lessor for the cost thereof.

      (d)      
        Replacement. Subject to Lessee's indemnification of Lessor as set forth
        in Paragraph 8.7 below, and without relieving Lessee of liability resulting
        from
        Lessee's failure to exercise and perform good maintenance practices, If an
        item
        described in Paragraph 7.1(b) cannot be repaired other lean at a cost which
        is
        in excess of 50% of the cost of replacing such item, then such item
        shall be replaced by Lessor, and the cast thereof shall be prorated between
        the
        Parties and Lessee shall Only be obligated to pay. each month during the
        remainder of the term of this Lease, on Me date On which Base Rent is due,
        an
        amount equal to the product of multiplying the cost of such replacement by
        a
        fraction, the numerator of which is one, and he denominator of which is 144
        (ie.
        1/14th of the cost per month). Lessee shall pay interest on the
        unamortized  balance at a rate that is commercially reasonable in the
        judgment of Lessor's accountants, Lessee may, however, prepay its obligation
        at
        any time.

      7.2      
        Lessor's Obligations. Subject to the provisions of Paragraphs
        2.2 (Condition), 2.3 (Compliance), 4.2 (Common Area Operating Expenses),
        6
        (Use), 7.1 (Lessee's Obligations), 9 (Damage or Destruction) and 14
        (Condemnation), Lessor, subject to reimbursement pursuant to Paragraph 4.2,
        that
        keep in good order, condition and repair the foundations, exterior walls,
        structural condition of interior bearing walls, exterior roof, fire sprinkler
        system, Common Area fire alarm under smoke detection systems, fire hydrants,
        parking lots, walkways, parkways, driveways, landscaping, fences, signs and
        utility systems serving the Common Areas and all parts thereof, as well as
        providing the services for which there is a Common Area Operating Expense
        pursuant to Paragraph 4.2. Lessor shall not be obligated to paint the exterior
        or interior surfaces of exterior walls nor shall Lease be obligated to maintain,
        repair or replace windows, doors or pate glass of the Premises. Lessee expressly
        waives the benefit of any statute now or hereafter in effect to the extent
        It is
        inconsistent with the tenors of this Lease.

      7.3      
        Utility installations; Trade Fixtures; Alterations.

      (a)      
        Definitions. The term "Utility Installations refers to all
        floor and window coverings, air lines, power panels, electrical distribution,
        security and ore protection systems, communication systems, lighting fixtures,
        HVAC equipment, plumbing, and fencing in or on the Premises. The term "Trade
        Fixtures-shall mean Lessee's machinery and equipment that can be removed
        without
        MAN material damage to the Premises. The term 'Alterations- shall mean any
        modification of the improvements, other than Utility Installations or Trade
        Fixtures, whether by addition or deletion. "Lessee Owned Alterations and/or
        Utility Installations" are defined as Alterations and/or Utility Installations
        made by Lessee that are not yet owned by Lessor pursuant to Paragraph
        7.1(a),

      (b)      
        Consent. Lessee shall nut make any Alterations or Utility
        Installations to the Premises without Lassoes prior written consent. Lessee
        may,
        however, make non-structural Utility Installations to the interior of the
        Premises (excluding the rent) without such consent NA Upon notice to Lessor,
        as
        long as they are not visible from the outside. do not involve puncturing,
        relocating or removing the roof or any Meeting walls, and the cumulative
        cost
        thereof during this Lease as extended does not exceed a sum equal to 3 month's
        Base Rent in the aggregate or a sum equal to one month's Base Rent In any
        one
        year. Notwithstanding the foregoing, Lessee shall not make or permit any
        roof
        penetrative and/or install anything on the mot without the prior written
        approval of Lessor, Lessor may, as a precondition to granting such approval,
        require Lessee to utilize a contractor chosen and/or approved by Lessor.
        Any
        Alterations or Utility Installations that Lessee seen desire to make and
        which
        require the consent of the Lessor shall be presented to Lessor in written
        form
        With detailed plans. Consent shall be deemed conditioned upon Lessee's: (i)
        acquiring all applicable governmental permits, (ii) furnishing Lessor with
copies of both the permits and the plans and specifications prior
        to
        commencement of the work, and (iii) compliance with all conditions of said
        permits and other Applicable Requirements in a prompt and expeditious
        manner.  Any Alterations or Utility Installations shall be performed in a
        workmanlike manner With good and sufficient materials. Lessee shall promptly
        upon completion furnish Lessor With as-built plans and specifications. For
        work
        which costs an amount in excess of one month's Base Rent, Lessor may condition
        its consent upon Lessee  providing a lienand completion band in an
        amount equal to 150% of the estimated cost of such Alteration or Utility
        Installation and/or upon Lessee's posting an additional Security Deposit
        with
        Lessor.

       


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        
OFFICE LEASE

       

      
        (c)      
          Indemnification. Lessee shall pay, when due, all claims for
          labor or materials furnished or alleged to have been furnished to or for
          Lessee
          at co for use on the Premises, which claims are or may be secured by any
          mechanic's or materialmen's lien against the Premises or any interest therein.
          Lessee shall give Lessor not less than 10 days notice prior to the commencement
          of any work in, on or about the Premises, and Lessor shall have the right
          to
          post notices of non-responsibility. If Lessee shag contest the validity
          of any
          such lien, claim or demand, then Lessee Shall, at its sole expense defend
          and
          protect itself, Lessor and the Premises against the same and shall pay
          and
          satisfy any such adverse judgment that may be rendered thereon before the
          enforcement thereof. If Lessor shall require, Lessee shall furnish a surety
          bond
          in an amount equal' to 150% of the amount of such contested lien, claim
          or
          demand, indemnifying Lessor against liability for the same. If Lessor elects
          to
          participate in any such action, Lessee shall pay Lessor's attorneys fees
          and
          costs.

      

      7.4        Ownership;
        Removal; Surrender; and Restoration.

      (a)      
        Ownership. Subject to Lessors right to require removal or elect
        ownership as hereinafter provided, all Alterations and Utility Installations
        made by Lessee shall be the property of Lessee, but considered a part
        of the Premises, Lessor may, at any time, elect in writing to be the owner
        of
        all or any specified part of the Lessee Owned Alterations and Utility
        Installations. Unless otherwise instructed per paragraph 7.4(b) hereof, all
        Lessee Owned alterations and Utility Installations shall, at the expiration
        or
        termination of this Lease, become the property of Lessor and be surrendered
        by
        Lessee with the Premises.

      (b)      
        Removal. By delivery to Lessee of written notice from Lessor
not earlier than 90 and not rater than 30 days prior
        to the end of the
        term of this Lease, Lessor may require that any or all Lessee Owned Alterations
        or Utility Installations be removed by the expiration or termination of this
        Lease. Lessor may require the removal at any time of all or any part of any
        Lessee Owned Alterations or Utility Installations made Without the
        required consent.

      (c)      
        Surrender; Restoration. Lessee shall surrender the Premises by
        the Expiration Dale or any earlier termination date, with all of the
        improvements, parts and surfaces thereof broom clean and free of debris,
        and in
        good operating order, Condition and state of repair, ordinary wear and
        tear excepted. "Ordinary wear and tear" shall not include any damage or
        deterioration that would have been prevented by good maintenance practice.
        Notwithstanding the foregoing, if this Lease is for 12 months or less, then
        Lessee shall surrender the Premises in the same condition as delivered to
        Lessee
        on the Start Dale With NO allowance for ordinary wear and tear. Lessee shall
        repair any damage occasioned by the installation, maintenance or removal
        of
        Trade Fixtures, Lessee owned Alterations and/or Utility to-startle-hone
        furnishings, and equipment as wet as the removal of any storage tank
        Installed by or for Lessee. Lessee shall also completely remove from the
        Premises any and all Hazardous Substances brought onto the Premises by or
        for
        Lessee, or any third party (except Hazardous Substances which were deposited
        on
        underground migration from areas outside of the Project) even if such removal
        would require Lessee to perform or pay for work that exceeds statutory
        requirements. Trade Fixtures shall remain the properly of Lessee and shall
        be
        removed by Lessee. The failure by Lessee to emery vacate the Premises pursuant
        to this Paragraph 7.4(c) without the express written consent of Lessor shall
        constitute a holdover under the provisions of Paragraph 26
        below.

       

      
        	
                8.

              	
                Insurance;
                  Indemnity.

              


      

      8.1        Payment
        of Premium Increases.

      (a)      
        As used herein, the term“Insurance Cost Increase" is defined as
        any increase in the actual cost of the Insurance applicable to the
Building and/or the Project and required to be carried by Lessor,
        pursuant
        to Paragraphs 8.2(b), 8.3(a) and 8.3(b), (-Required Insurance"), over and
        above
        the Base Premium, as hereinafter defined, calculated on en annual basis,
        Insurance Cost Increase shall include, but net be limited to,
        requirements of the holder of a mortgage or deed of trust covering the Premises,
        Build rig and/or Project, increased valuation of the Premises. Budding and/or
        Project, and/or a general premium rate increase. The term Insurance Cost
Increase shall nit, however, include any premium Increases resulting
        from
        the nature of the occupancy of any other tenant of the Building. If the
parties insert a dollar amount in Paragraph 1.9, such amount shall
        be
        considered the "Base Premium." The Base Premium shall be the
        annual premium applicable to the 12 month period immediately preceding the
        Start
        Date. If, however, the Project was not insured for the entirety of such 12
        month
        period, then the Base Premium shall he the lowest annual premium reasonably
        obtainable for the Required Insurance as of the Start Date, assuming the
        most
        nominal use possible of the Building. In no event, however, shall Lessee
        be
        responsible for any portion of the premium cost attributable to liability
        insurance coverage In excess of $2,000,000 procured under Paragraph
        8.2(b).

      (b)      
        Lessee shall pay any Insurance Cost Increase to Lessor pursuant to Paragraph
        4.2. Premiums for policy periods commencing prior to, or extending beyond,
        the
        term of this Lease shall be prorated to coincide with the corresponding Start
        Date or Expiration Date.

      8.2      
        Liability insurance.

      (a)      
        Carried by Lessee. Lessee shall obtain and keep in
force a Commercial General Liability policy of
        insurance protecting Lessee
        and Lessor as an additional insured against claims for bodily injury, personal
        Injury and property damage based upon or arising out of the ownership, use,
        occupancy or maintenance of the Premises and all areas appurtenant thereto.
        Such
        insurance shall be on an occurrence basis providing single limit coverage
        In an
        amount net less than $1,000,000 per occurrence with an annual aggregate of
        not
        less than $2,000,000, an "Additional Insured-Managers or Lessors of Premises
        Endorsement" and contain the "Amendment of the Pollution Exclusion Endorsement'
        for damage caused by heat, smoke or fumes from a hostile Ore. The
        policy shall not contain any intra4nsured exclusions as between insured persons
        or organizations, but shall include coverage for liability assumed under
        this
        Lease as an 'insured contract- for the performance Of Lessee's
        indemnity obligations under this Lease. The limits of said insurance shall
        not,
        however, limit the liability of Lessee nor relieve Lessee of any obligation
        hereunder. All insurance carried by Lessee shall be primary to and not
        contributory with any similar insurance carried by Lessor, whose Insurance
        shall
        be considered excess insurance only.

      (b)      
        Carried by Lessor. Lessor shall maintain liability insurance as
        described in Paragraph 8.2(a), in addition to, and not in lieu of, the insurance
        required lobe maintained by Lessee. Lessee shall not be named as an additional
        insured therein.

      8.3      
        Property Insurance - Building, Improvements and Rental
        Value.

      (a)      
        Building and Improvements. Lessor shall obtain and keep in
        force a policy or policies of insurance in the name Of Lessor, with loss
        payable
        to Lessor, any ground-lessor, and to any Lender insuring loss or damage to
        the
        Premises. The amount of such Insurance shall be equal to the hill replacement
        cost of the Premises, as the same shall exist from time to time, or the
        amount required by any Lender, but in no event more than the
        commercially reasonable and available insurable value thereof. Lessee Owned
        Alterations and Utility Installations, Trade Fixtures and Lessee's personal
        properly shall be Insured by Lessee under Paragraph 8.4. If the coverage
        is
        available and commercially appropriate, such poky or policies shall insure
        against all risks of direct physical toss or damage (except the perils of
        flood
        and/or earthquake unless required by a Lender), including coverage for
        debris removal and the enforcement of any Applicable Requirements requiring
        the
        upgrading, demolition, reconstruction or replacement of any portion of the
        Premises as the result of a covered loss. Said policy or policies shall also
        contain an agreed valuation provision in lieu of any coinsurance clause,
        waiver
        of subrogation, and inflation guard protection causing an Increase in the
        annual
        properly insurance coverage amount by a factor of not less than the adjusted
        U.S. Department of Labor Consumer Price Index for At Urban Consumers for
        the
        city nearest to where the Premises are located. If such insurance coverage
        has a
        deductible clause, the deductible amount shall not exceed 31,000 per
        occurrence.

      (b)      
        RentalValue. Lessor shall also obtain and keep in force a
        policy or policies in the name of Lessor with loss payable to Lessor and
        any
        Lender, insuring the loss of the full Rent for one year with an extended
        period
        of indemnity for art additional 180 days ("Rental
        ValueInsurance"). Said Insurance shall contain an
        agreed valuation provision in lieu of any coinsurance clause, and the amount
        of
        coverage site be adjusted annually to reflect the projected Rent otherwise
        payable by Lessee, for the next 12 month period.

      (c)      
        Adjacent Premises. Lessee shall pay for any increase in the
        premiums for the property insurance of the Building and for the Common Areas
        or
        other buildings in the Project if said Increase is caused by Lessee's acts,
        omissions, use or occupancy of the Premises.

      (d)      
        Lessee's Improvements. Since Lessor is the Insuring Party,
        Lessor shall not be required to insure Lessee Owned Alteration, and
        Utility Installations unless the tern in question has become the property
        of
        Lessor under the terms of this Lease.

      8.4      
        Lessee's Property; Business Interruption
        Insurance.

      (a)      
        Property Damage. Lessee shall obtain and maintain insurance
        coverage on all of Lessee's personal property, Trade Fixtures, and Lessee
        Owned
        Alterations and Utility Installations. Such insurance snarl be full replacement
        cost coverage with a deductible of not to exceed 81,000 per occurrence. The
        proceeds from any such insurance shall be used by Lessee for the replacement
        of
        personal property, Trade Fixtures and Lessee Owned Alterations and Utility
        Installations. Lessee that provide Lessor with written evidence that such
        insurance is in force.

      (b)      
        Business Interruption. Lessee shall obtain and maintain loss of
        inane and extra expense insurance in amounts as wit reimburse Lessee for
        direct
        or indirect loss of earnings attributable to all perils commonly insured
        against
        by prudent lessees in the business of Lessee or attributable to prevention
        of
        access to the Premises as a result of such penis.

      (c)      
        No Representation of Adequate Coverage. Lessor makes no
        representation that the limas or forms of coverage of insurance Specified
        herein
        are adequate to cover Lessee's property, business operations or obligations
        under this Lease.

      8.5      
        Insurance Policies. Insurance required herein shall be by
        companies duly licensed or admitted to transact business In the slate where
        the
        Premises are located, and maintaining during the policy term a 'General
        Policyholders Rating' Of at least Be, V, as set forth in the most
        current Issue of "Best's Insurance Guide", or such other rating as may he
        required by a Lender. Lessee shall not do or permit to be done anything which
        invalidates the required insurance posies. Lessee shall, prior to the Start
        Date, deliver to Lessor certified copies of policies of such insurance or
        certificates evidencing the existence and amounts of the required insurance.
        No
        such policy shall be cancelable or subject to modification  except
        after 30 days prior written notice to Lessor. Lessee shall, at least 30 days
        prior to the expiration of such policies, furnish Lessor with evidence of
        renewals or "insurance binders' evidencing renewal thereof, or Lessor
        may order such insurance and charge the cost thereof to Lessee, which amount
        shall be payable by Lessee to Lessor upon demand. Such policies shall be
        For a
        term of at least one year, or the length of the remaining term of this Lease,
        whichever is less. If either Party shall tail to procure and maintain the
        insurance required to be carried by ft. the other Party may, but shall not
        be
        required to, procure and maintain the same.

       


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        
OFFICE LEASE

       

      8.6      
        Waiver of Subrogation. Without affecting any other rights or
        remedies, Lessee and Lessor each hereby release and relieve the other, and
        waive
        their entire right to recover damages against the other, for lass of or damage
        to its property arising out of or incident to the perils required to be Insured
        against herein. The effect of such releases and waivers is not limited by
        the
        amount of insurance carried or required, or by any deductibles applicable
        hereto. The Parties agree to have their respective property damage insurance
        carriers waive any right to subrogation that such companies may have against
        Lessor or Lessee, as the case may be, so long as the insurance is not
        invalidated thereby.

      8.7      
        Indemnity. Except for Lesson's gross negligence or willful
        misconduct, Lessee shall indemnify, protect, defend and hold harmless the
        Premises, Lessor and its agents, Lessor's master or ground lessor, partners
        and
        Lenders, from and against any and all claims, loss of rents and/or
        damages, liens, judgments, penalties, attorney' and consultants' fees, expenses
        and/or liabilities arising out of, invoking, or in connection with, the use
        and/or occupancy of the Premises by Lessee. If any action or proceeding is
        brought against Lessor by reason of any of the foregoing Matters, Lessee
        shall
        upon notice 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 defended or
        indemnified.

      8.8      
        Exemption of Lessor from Liability. Lessor Shall not be liable
        for injury or damage to the person or goods, wares, merchandise or other
        property of Lessee, Lessee's employees, contractors, Invitees, customers,
        or any
        other person in or about the Premises, whether such damage or injury is caused
        by or results from fire, steam, electricity, gas, water or rain, or from
        the
        breakage, leakage, obstruction or other defects of pipes, fire sprinklers,
        wires, appliances, plumbing, HVAC or lighting fixtures, or from any other
        cause,
        whether the said injury or damage results from conditions arising upon the
        Premises or upon other portions of the Building, or from other sources or
        places. Lessor shall not be liable for any damages arising from any act or
        neglect of any other tenant of Lessor nor from the failure of Lessor to enforce
        the provisions of any other lease in the Project. Notwithstanding Lessor’s
        negligence or breach of this Lease, Lessor shall under no circumstances be
        liable for injury to Lessee's business or for any loss of income or profit
        therefrom.

       

      
        	
                9.

              	
                Damage
                  or Destruction.

              


      

      9.1      
        Definitions.

      (a)      
        "Premises Partial Damage" shall mean damage or destruction to
        the improvements on the Premises, other than Lessee Owned Alterations and
        Utility Installations, which can reasonably be repaired in 3 months or
less from the date of the damage or destruction, and the cost
        thereof
        does not exceed a sum equal to 8 months Base Rent. Lessor shall notify Lessee
        in
        writing within 30 days from the dale of the damage or destruction as to whether
        or not the damage is Partial or Total.

      (b)      
        "Premises Total Destruction" shall mean damage or destruction
        to the improvements on the Premises, other than Lessee Owned Alterations
        and
        Utility Installations and Trade Fixtures, which cannot reasonably be repaired
        In
        3 months or less from the data of the damage or destruction and/or the cost
        thereof exceeds a sum equal to 6 month's Base Rent, Lessor shall notify Lessee
        In writing within 30 days from the date of the damage or destruction as to
        weather or not the damage is Partial or Total.

      (c)      
        "Insured Loss" shall mean damage or destruction to improvements
        on the Premises, other than Lessee Owned Alterations and Utility Installations
        and Trade Fixtures, which was caused by an event required to be covered by
        the
        insurance described in Paragraph 8.3(a). irrespective of any deductible amounts
        or coverage limits involved.

      (d)      
        "Replacement Cost" shall mean the cost to repair or rebuild the
        improvements owned by Lessor at the time of tee occurrence to their condition
        existing Immediately prior thereto, including demolition, debris
        removal and upgrading required by the operation of Applicable
        Requirements, and without deduction for depreciation.

      (e)      
        "Hazardous Substance Condition" shall mean the occurrence or
        discovery of a condition involving the presence of, or a contamination by,
        a
        Hazardous Substance as defined in Paragraph 6.2(a), in, on, or under the
        Premises.

      9.2      
        Partial Damage - Insured Loss. If a Premises Partial Damage
        that is an Insured Loss occurs, then Lessor shall, at Lessor's
        expense, repair such damage (but not Lessee's Trade Fixtures or
        Lessee Owned Alterations and Utility Installations) as soon as reasonably
        possible and this Lease shall continue in full force and effect: provided,
        however, that Lessee shall, at Lessor's election, make the repair of any
        damage
        or destruction the total cost to repair of which Is $5,000 or less, and,
        In such
        event, Lessor shall make any applicable Insurance proceeds available to Lessee
        on a reasonable basis for that purpose. Notwithstanding the foregoing, if
        the
        required insurance was not in force or the insurance proceeds are not sufficient
        to effect such repair, the Insuring Party shall promptly contribute the shortage
        in proceeds as and when required to complete said repairs. In the event,
        however, such shortage was due to the fact that, by reason of
        the unique nature of the improvements, full replacement cost Insurance coverage
        was not commercially reasonable and available, Lessor shall have no obligation
        to pay for the shortage in insurance proceeds or to fully restore the unique
        aspects of the Premises unless Lessee provides Lessor with the funds to cover
        same, or adequate assurance thereof, within 10 days following receipt of
        written
        notice of such shortage and request therefor. If Lessor receives said funds
        or
        adequate assurance thereof within said 10 day period, the party responsible
        for
        making the repairs shall complete them as soon as reasonably possible and
this Lease shall remain in full force and effect. If such funds
        or
        assurance are not received., Lessor may nevertheless elect by written notice
        to
        Lessee within 10 days thereafter to: (1) make such restoration and repair
        as is
        commercially reasonable with Lessor paying any shortage in proceeds, in which
        case this Lease shall remain in lull force and effect, or (I) have this Lease
        terminate 30 days thereafter. Lessee shall not be entitled to reimbursement
        of
        any funds contributed by Lessee to repair any such damage or destruction.
        Premises Partial Damage due to flood or earthquake shall be subject to Paragraph
        9.3, notwithstanding that there may be some insurance coverage, but the net
        proceeds of any such insurance shall be made available for the repairs if
        made
        by either Party.

      9.3      
        Partial Damage - Uninsured Loss. If a Premises Partial Damage
        that Is not an Insured Loss occurs, unless caused by a negligent or willful
        act
        of Lessee (In which event Lessee shall make the repairs at Lessee's expense),
        Lessor may either () 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 (I) terminate this Lease by giving written notice to Lessee within
        30
        days after receipt by Lessor of knowledge of the occurrence of such damage.
        Such
        termination shall be effective 60 days following the date of such notice.
        In the
        event Lessor elects to terminate this Lease, Lessee shall have the right
        within
        10 days after receipt of the termination notice to give written notice
        to Lessor of Lessee's commitment to pay for the repair of such damage without
        reimbursement from Lessor. Lessee Shall provide Lessor with said funds or
        satisfactory assurance thereof within 30 days after making such commitment.
        In
        such event this Lease she continue in full force and effect, and Lessor shall
        proceed to make such repairs as soon as reasonably possible after the required
        funds are available. If Lessee does not make the required commitment, this
        Lease
        shall terminate as of the date specified In the termination notice.

      9.4      
        Total Destruction. Notwithstanding any other provision hereof,
        if a Premises Total Destruction occurs, this Lease shall terminate 60 days
        following such Destruction. If the damage or destruction was caused by the
        gross
        negligence or willful misconduct of Lessee, Lessor shall have the fight
        to recover Lessors damages from Lessee, except as provided in Paragraph
        8.6.

      9.5      
        Damage Near End of Term. If at any time during the last 6
        months of this Lease there is damage for which the cost to repair exceeds
        one
        month's Base Rent, whether or not an Insured Loss, Lessor may terminate this
        Lease effective 60 days fallowing the date of occurrence of such damage
        by giving a written termination notice to Lessee within 30 days after
        the date of occurrence of such damage. Notwithstanding the foregoing, If
        Lessee
        at that time has an exercisable option to extend tills Lease or to purchase
        the
        Premises, then I Asses may preserve this Lease by, (a) exercising such
        option and (b) providing Lessor with any shortage in insurance proceeds
        (or adequate assurance thereof) needed to make the repairs on or before the
        earlier of () the date which Is 10 days alter Lessee's receipt of Lesson's
        written notice purporting to terminate this Lease, or (ii) the day prior
        to the
        dale upon which such option expires. If Lessee duly exercises such option
        during
        such period and provides Lessor with funds (or adequate assurance thereof)
        to
        cover any shortage in insurance proceeds, Lessor shall, at Lessor's commercially
        reasonable expense, repair such damage as soon as reasonably possible
        and this Lease shall continue in full force and effect. If Lessee falls in
        exercise such option and provide such funds or assurance during such
        period, then this Lease shall terminate on the date specified in the termination
        notice and Lessee's option shall be extinguished.

      9.6      
        Abatement of Rent; Lessee's Remedies.

      (a)      
        Abatement. In the event of Premises Partial Damage or Premises
        Total Destruction or a Hazardous Substance Condition for which Lessee is
        not
        responsible under this Lease, the Rent payable by Lessee for the period required
        for the repair, remediation or restoration of such damage shall be abated
        in
        proportion to the degree to which Lessee's use of the Premises is impaired
        but
        not to exceed the proceeds received horn the Rental Value insurance. All
        other
        obligations of Lessee hereunder shall be performed by Lessee, and Lessor
        shall
        have no liability for any such damage, destruction, remediation, repair or
        restoration except as provided herein.

      (b)      
        Remedies. If Lessor Shall be obligated to repair or restore the
        Premises and does not commence, in a substantial and meaningful way, such
        repair
        or restoration within 90 days after such obligation shall accrue, Lessee
        may, at
        any time prior to the commencement of such repair or restoration, give written
        notice to Lessor and ID any Lenders of which Lessee has actual notice of
        Lessee's election to terminate this Lease on a dale not less than 60 days
        following the gluing of such notice. If Lessee gives such notice and such
        repair
        or restoration is not commenced within 30 days thereafter, INS Lease shall
        terminate as of the date specified in said notice. If the repair or restoration
        is commenced within Such 30 days, this Lease shall continue in fug force
        and
        effect. 'Commence' shall mean either the unconditional authorization of the
        preparation of the required plans, or the beginning of the actual work on
        the
        Premises, whichever first occurs,

      9.7      
        Termination; Advance Payments. Upon termination of this Lease
        pursuant to Paragraph 6.2(g) or Paragraph 9, an equitable adjustment shall
        be
        made concerning advance Base Rent and any other advance payments made by
        Lessee
        to Lessor. Lessor shall, in addition, return to Lessee so much of Lessee's
        Security Deposit as has not been, or is not then required to be, used by
Lessor.

      9.8      
        Waive Statutes. Lessor and Lessee agree that the terms of this
        Lease shall govern the effect of arty damage to or destruction of the Premises
        with respect to the termination of this Lease and hereby waive the provisions
        of
        any present or future statute to the extent inconsistent herewith,

       

      
        	
                10.

              	
                Real
                  Property Taxes.

              


      

      10.1      
        Definitions

      (a)      
        "Real Property Taxes." As used herein, the term "Real Property Taxes"
        shall include any form of assessment; real estate, general, special, ordinary
        or
        extraordinary. or rental levy or tax (other than inheritance, personal income
        or
        estate taxes); improvement bond; and/or license fee imposed upon or levied
        against any legal or equitable interest of Lessor in the Project, Lessors
        right
        to other income therefrom, and/or Lessor's business of leasing, by any seniority
        having the direct or indirect power to two and where the funds are generated
        with reference to the Project address and where the proceeds so generated
        are to
        be applied by the city, county or other local taxing authority of a jurisdiction
        within which the Project is located. The term “Real Property Taxes”
shall also include any tax. fee, levy, assessment or charge, or
        any increase
        therein, imposed by reason of events occurring during the term of this Lease,
        including but not limited to, a change in the ownership of the Project or
        any
        portion thereof or a charge in the improvements thereon.

       


      
        
          
          

        

        
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OFFICE LEASE

       

       

      (b)      
        "Base Real Property Taxes." As used herein, the term "Base Real
        Property Taxes" shall be the amount of Real Property Taxes, which are assessed
        against the Premises, Building, Project or Common Areas in the calendar year
        during which the Lease is executed. In calculating Real Properly Taxes for
        any
        calendar year, the Real Property Taxes for any real estate tax year shall
        be
        included in the calculation of Real Properly Taxes for such calendar year
        based
        upon the number of days which such calendar year and tax year have in
        common.

      10.2      
        Payment of Taxes. Lessor shall pay the Real Property Taxes applicable
        10 the Project, and except as otherwise provided in Paragraph 10.3, any
        increases in such amounts over the Base Real Property Taxes shall be included
        in
        the calculation of Common Area Operating Expenses in accordance with the
        provisions of Paragraph 4.2.

       

      10.3      
        Additional Improvements. Common Area Operating Expenses shall not
        include Real Property Taxes specified In the tax assessor's records and work
        sheets as being caused by additional improvements placed upon the Project
        by
        other lessees or by Lessor for the exclusive enjoyment of such other lessees.
        Notwithstanding Paragraph 10.2 hereof, Lessee shell, however, pay to Lessor
        at
        the time Common Area Operating Expenses are payable under Paragraph 4.2,
        the
        entirety of any increase in Real Property Taxes If assessed solely by reason
        or
        Alterations, Trade Fixtures or Utility Installations placed upon the Premises
        by
        Lessee or at Lessee's request-

      10.4      
        JointAssessment. lithe Building is not separately
        assessed, Real Property Taxes allocated to the Building shall be an equitable
        proportion of the Rear Property Taxes for all of the land and improvements
        included within the tax piece, assessed, such proportion to be determined
        by
        Lessor from the respective valuations assigned in the assessor's work sheets
        or
        such other information as may be reasonably available. Lessor's reasonable
        determination thereof, in good faith, shall be conclusive.

      10.5      
        Personal Property Taxes. Lessee shall pay prior to delinquency all
        taxes assessed ageing and levied upon Lessee Owned Alterations and
        Utility installations, Trade Fixtures, furnishings, equipment and all personal
        property of Lessee contained in the Premises. When possible, Lessee shall
        cause
        as Lessee Owned Alterations and Utility Installations, Trade Fixtures,
        furnishings, equipment and all other personal property to be assessed and
        billed
        separately from the real property of Lessor. If any of Lessee's said property
        shall be assessed with Lessor's real property, Lessee shall pay Lessor the
        taxes
        attributable to Lessee's property within 10 days after receipt of a written
        statement setting forth the taxes applicable to Lessee's property.

       

      11.        Utilities.
        Lessee shall pay for all water, gas, heat, light, power, telephone, trash
        disposal and other utilities and services supplied to the Premises, together
        with any taxes thereon. Notwithstanding the provisions of Paragraph 42,11
        al any
        time in Lessor's Sole judgment, Lessor determines that Lessee Is using a
        disproportionate amount of water, electricity or other commonly metered
        utilities, or that Lessee is generating such a large volume of trash as to
        require an Increase In the size of the dumpster and/or an Increase in the
        number
        of times per month that the dumpster is emptied, then Lessor, may increase
        Lessee's Base Rent by an amount equal to such increased costs.

       

      12.        Assignment
        and Subletting.

      12.1        Lessor's
        Consent Required.

      (a)        Lessee
        shall not voluntarily or by operation of Jaw assign, transfer, mortgage or
        encumber (collectively, "assign or assignment") or sublet all or any part
        of
        Lessee's interest in this Lease or in the Premises without Lessors prior
        written
        consent.

      (b)        A
        change in the control of Lessee shall constitute an assignment requiring
        consent. The transfer, on a cumulative basis, of 25% or more of the voting
        control of Lessee shall constitute a change in control for this
        purpose.

      (c)        The
        involvement of Lessee or its assets in any transaction, or series of
        transactions (by way of merger, sale, acquisition, financing, transfer,
        leveraged buy-out or otherwise), whether or not a formal assignment or
        hypothecation of this Lease or Lessee's assets occurs, which results or will
        result in a reduction of the Net Worth of Lessee by an amount greater than
        25%
        of such Net Worth as 11 was represented at the time of the execution of Ns
        Lease
        or at the time of the most recent assignment to which Lessor has consented,
        or
        as it exists Immediately prior to said transaction or transactions constituting
        such reduction, whichever was or is greater, shall be considered an assignment
        of this Lease to which Lessor may withhold its consent. "Net Worth of Lessee"
        shall mean the net worth of Lessee (excluding any guarantors) established
        under
        generally accepted accounting principles,

      (d)        An
        assignment or subletting without consent shall, at Lessors option, be a Default
        curable after notice per Paragraph 13.1(c), or a noncurable Breach without
        the
        necessity of any notice and grace period. If Lessor elects to treat such
        unapproved assignment or subletting as a noncurable Breach, Lessor may either
        (i) terminate this Lease, or (ii) upon 30 days written notice, increase the
        monthly Base Rent to 110% of the Base Rent then in effect. Further, in the
        event
        of such Breach and rental adjustment, (ii) the purchase price of any option
        to
        purchase the Premises held by Lessee shall be subject to similar adjustment
        to
        110% of the price previously in effect, and (ii) all fixed and non-fixed
        rental
        adjustments scheduled during the remainder of the Lease term shall be Increased
        to 110% of the scheduled adjusted rent.

      (e)
        Lessee's remedy for any breach of Paragraph 12.1 by Lessor shall be limited
        to
        compensatory damages and/or injunctive relief.

      12..2        Terms
        and Conditions Applicable to Assignment and Subletting.

      (a)        Regardless
        of Lessee consent, any assignment or subletting shall not: (i) be effective
        without the express written assumption by such assignee or sublessee of the
        obligations of Lessee under this Lease, ii) release Lessee of any obligations
        hereunder, or iii) alter the primary liability of Lessee for the payment
        of Rent
        or for the performance of any other obligations to be performed by
        Lessee.

      (b)        Lessor
        may accept Rent or performance of Lessee's obligations from any person other
        than Lessee pending approval or disapproval of an assignment. Nether a delay
        In
        the approval or disapproval of such assignment nor the acceptance of Rent
        or
        performance shall constitute a waiver or estoppel of Lessor's right to exercise
        its remedies for Lessee's Default or Breach.

      (c)        Lessor's
        consent to any assignment or subletting shall not constitute a consent to
        any
        subsequent assignment or subletting.

      (d)        In
        the event of any Default or Breech by Lessee, Lessor may proceed directly
        against Lessee, any Guarantors or anyone else responsible for the performance
        of
        Lessee's obligations under this Lease, including any assignee or sublessee,
        without first exhausting Lessors remedies against any other person or entity
        responsible therefore to Lessor, or any security held by Lessor.

      (e)        Each
        request for consent to an assignment or subletting shall be in writing,
        accompanied by information relevant to Lassoes determination as to the financial
        and operational responsibility and appropriateness of the proposed assignee
        or
        sublessee. Including but not limited to the intended use and/or required
        modification of the Premises, if arty, together with a fee of $1,060 or 10%
        of
        the current menthe/ Base Rent applicable to the portion of the Premises which
        Is
        the subject of the proposed assignment or sublease, whichever is greater,
        as
        consideration for Lessor's considering and processing said request. Lessee
        agrees to provide Lessor with such other or additional information and/or
        documentation as may be reasonably requested.

      (f)        Any
        assignee of, or sublessee under, this Lease shall, by reason of accepting
        such
        assignment or entering Into such sublease, be deemed to have assumed and
        agreed
        to conform and comply with each and every term, covenant, condition and
        obligation herein to be observed or performed by Lessee during the term of
        said
        assignment or sublease, other than such obligations as are contrary to or
        inconsistent with provisions of an assignment or sublease to which Lessor
        has
        specifically consented to in writing.

      12.3         Additional
        Terms and Conditions Applicable to Subletting. 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 expresser incorporated therein:

      (a)        Lessee
        hereby assigns and transfers to Lessor all of Lessee's Interest in at Rent
        payable on any sublease, and Lessor may collect such Rent and apply same
        toward
        Lessee's obligations under this Lease; provided, however, that until a Breach
        shall occur in the performance of Lessee's obligations, Lessee may collect
        said
        Rent. Lessor shell not, by reason of the foregoing or any assignment of such
        sublease, two by reason of the collection of Rent, be deemed liable to the
        sublessee for any failure of Lessee to perform and comply with any of
        Lessee's obligations to such sublessee. Lessee hereby irrevocably authorizes
        and
        directs any such sublessee, upon receipt of a written notice from Lessor
        stating
        that a Breach exists in the performance of Lessee’s obligations under this
        Lease, to pay to Lessor all Rent due and to become due under the sublease.
        Sublessee shall rely upon any such notice from Lessor and shall pay all Rents
        to
        Lessor without any obligation or right to inquire as to whether such Breach
        exists, notwithstanding any claim from Lessee to the contrary.

      (b)        In
        the event of a Breach by Lessee, Lessor may, at Its option, require sublessee
        to
        atom to Lessor, In which event Lessor shall undertake the obligations of
        the
        sublessor under such sublease from the time of the exercise of said option
        to
        the expiration of such sublease; provided, however, Lessor shall not be liable
        for any prepaid rents Or security deposit ;aid by such sublessee to such
        sublessor or for any prior Defaults or Breaches of such sublessor.

      (c)        Any
        matter requiring the consent of the sublessor under a sublease shall also
        require the consent of Lessor

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

      (e)        Lessor
        shall deliver a copy of any notice of Default or Breach by Lessee to the
        sublessee, who shall have the light Is cure the Default of Lessee within
        the
        grace period, if any, specified in such notice. The sublessee shall have
        a right
        of reimbursement and offset horn end against Lessee for any such Defaults
        cured
        by the sublessee.

       

      
        	
                13.

              	
                Default;
                  Breach; Remedies.

              


      

      13.1        Default;
        Breach. A 'Default" is defined as a failure by
the Lessee to comply with or perform
        any of the terms, covenants,
        conditions or Rules and Regulations under this Lease. A "Breach" is defined
        as
        the occurrence of one or more of the following Defaults, and
        the failure of Lessee to cure such Default within any applicable grace
        period:

      (a)       The
        abandonment of the Premises; or the vacating of the Premises without providing
        a
        commercially reasonable level of security, or where the coverage of the properly
        insurance described in Paragraph 5.3 is jeopardized as a result thereof,
        or
        without providing reasonable assurances to minimize potential
        vandalism.

      (b)       The
        failure of Lessee to make any payment of Rent or arty Security Deposit required
        to be made by Lessee hereunder, whether to Lessor or to a third party, when
        due,
        to provide reasonable evidence of insurance or surety bond, or to fulfill
        any
        obligation under this Lease which endangers or threatens life or property,
        where
        such failure continues for a petted of 3 business days following written
        notice
        to Lessee.

       


      
        
          
          

        

        
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      (c)       The
        failure by Lessee to provide (i) reasonable written evidence of compliance
        with
        Applicable Requirements, (ii) the service contracts, (iii) the rescission
        Of an
        unauthorized assignment or subletting, (re) an Estoppel Certificate, (v)
a requested subordination, (vi) evidence concerning any guaranty
        and/or
        Guarantor, (vii) any document requested under Paragraph 41 (easements), or
        (viii) any other documentation or Information which Lessor may reasonably
        require of Lessee under the terms of this Lease. where any such failure
        continues for a period of 10 days following written notice to
        Lessee.

      (d)       A
        Default by Lessee as to the terms, covenants, conditions or provisions
        of this Lease, or of the rules adopted under Paragraph 2.9 hereof, other
        than
        those described In subparagraphs 13.1(a), (IN) or (c), above, where such
        Default
        continues for a period of 30 days after written notice; provided, however,
        that
        if the nature of Lessee's Default Is such that more than 30 days are reasonably
        required for its cure, then it Mutt not tie deemed to be a Breach If Lessee
        commences Such cure within said 30 day period and thereafter diligently
        prosecutes such cure to completion,

      (e)
        occurrence of any of the following events: (i) the making of any general
        arrangement or assignment for the benefit of creditors; (t1) 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 Lessee, the same is dismissed within 50
        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 (v) 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 30 days;
        provided, however, in the event that any provision of this subparagraph (e)
        is
        contrary to any applicable law, such provision Shall be of no force or effect,
        and not affect the validity of the remaining provisions.

      (f)       The
        discovery that any financial statement of Lessee or of any Guarantor given
        to
        Lessor was materially false.

      (g)       If
        the performance of Lessee's obligations under this Lease is guaranteed: (i)
        the
        death of a Guarantor, lie the termination of a Guarantor's liability with
        respect to this Lease other than in accordance with the terms of such guaranty,
        (ii) a Guarantor's becoming insolvent or the subject of a bankruptcy Ming,
        (W) a
        Guarantor's refusal to honor the guaranty, or (v) a Guarantor's breach of
        its
        guaranty obligation 071 an anticipatory basis, and Lessee's failure, within
        60
        days following written notice of any such event, to provide written alternative
        assurance or security, which, when coupled with the then existing resources
        of
        Lessee, equals or exceeds the Combined financial resources of Lessee and
        the
        Guarantors that existed at the time of execution of this Lease.

      13.2       Remedies.
        If Lessee fats to perform any of its affirmative duties or obligations, within
        10 days after written notice (or in case of an emergency, without notice),
        Lessor may, at its option, perform such duty or obligation on Lessee's behalf,
        inducting but not limited to the obtaining of reasonably required tends,
        insurance policies, or governmental licenses, permits or approvals. The costs
        and expenses of any such performance by Lessor shall be the and payable by
        Lessee upon receipt of Invoice therefor.. If any check given to Lessor by
        Lessee
        shall not be honored by the hank upon which it is draws, Lessor, at its option,
        may require all future payments to be made by Lessee to be by cashier's check.
        In the event of a Breach, Lessor may, with or without further notice or demand,
        and without limiting Lessor in the exercise of any right or remedy which
        Lessor
        may have by mason of such Breach:

      (a)       Terminate
        Lessee's right to possession of the Premises by any lawful means, in which
        case
        Vile Lease shah terminate and Lessee shall Immediately surrender possession
        to
        Lessor. In such event Lessor Melt be entitled to recover from Lessee: (I)
        the
        unpaid Rent which had been earned at the time of termination; (ii) the worth
        at
        the time of award of the amount by which the unpaid rent which would have
        been
        earned after termination unfit the time of award exceeds the amount of such
        rental loss that the Lessee proves could have been reasonably avoided;
        (lie the worth at the time of award of the amount by witch the unpaid rent
        for
        the balance of the term after the time of award exceeds the amount of such
        rental loss that the Lessee proves could be reasonably avoided; and (Iv)
        any
        other amount necessary to compensate Lessor for all the detriment proximately
        caused by the Lessee's failure to perform its obligations under this Lease
        or
        which In the ordinary course of things would be lately to result therefrom,
        including but not limited to the cost of recovering possession of the
        Premises, expenses of reletting, including necessary renovation and alteration
        of the Premises, reasonable attorneys' fees, and that portion of any leasing
        commission paid by Lessor In connection with this Lease applicable to the
        unexpired term of this Lease. The worth at the time of await of the amount
        referred to In provision Me of the Immediately preceding sentence shall be
        computed lay discounting such amount at the discount rate of the
        Federal Reserve Bank of the District Within which the Premises are heated
        at the
        time of award plus one percent. Efforts by Lessor to mitigate damages
        caused by Lessee's Breach of this Lease shall not waive Lessees right to
        recover
        damages under Paragraph 12. If termination of this Lease Is obtained through
        the
        provisional remedy of unlawful detainee, Lessor shall have the right to recover
        in such proceeding any unpaid Rent and damages as are recoverable therein,
        Or
        Lessor may reserve the right to recover all or any part thereof in a separate
        suit. If a notice and grace period required under Paragraph 13.1 was not
        previously given, a notice to pay rent or quit, or to perform or quit given
        to
        Lessee under the unlawful detainer statute shall also constitute the notice
        required by Paragraph 13.1. In such case, the applicable grace period required
        by Paragraph 13.1 and the unlawful detainer statute shall run concurrently,
        and
        the failure of Lessee to cure the Default within the greater of the two such
        grace periods shall constitute both en unlawful detainer and a Breach of
        this
        Lease entitling Lessor to the remedies provided far in this Lease and/or
        by said
        statute.

      (b)       Continue
        the Lease and Lessee's right to possession and recover the Rent as ft becomes
        due, in which event Lessee may sublet or assign, subject only to reasonable
        limitations. Acts of maintenance, efforts to relet, and/or  the
        appointment of a receiver to protect the Lessor's Interests, shall not
        constitute a termination of the Lessee's right to possession.

      (c)       Pursue
        any ether remedy now or hereafter available under the laws or judicial decisions
        of the state wherein the Premises are located. The expiration or termination
        of
        this Lease and/or the termination of Lessee’s right to possession shall not
        relieve Lessee from Debility under any indemnity provisions of This Lease
        as to
        matters occurring or accruing during the term hereof or by reason of Lessees
        occupancy of the Premises.

      13.3       Inducement
        Recapture. Any agreement for free or abated rent or other charges, or
        for the giving or paying by Lessor to or for Lessee of any cash or other
        bonus,
        inducement or consideration for Lessee's entering into this Lease, all of
        which
        concessions are hereinafter referred to as "Inducement Provisions", shall
        be
        deemed conditioned sport Lessee's full and faithful performance of all of
        the terms, covenants and conditions of this Lease, Upon Breach of this
        Lease by Lessee, any such Inducement Provision shall
        automatically be deemed deleted from this Lease and of no further force or
        effect, and any rent, other charge, bonus, inducement or consideration
        theretofore abated, given IF paid by Lessor under such an Inducement Provision
        shall be immediately due and payable by Lessee to Lessor, notwithstanding
        any
        subsequent cure of said Breach by Lessee. The acceptance by Lessor of rent
        or
        the Cure of the Breach which initiated the operation of this paragraph shall
        not
        be deemed a waiver by Lessor of the provisions of this paragraph unless
        specifically so stated In writing by Lessor at the time of such
        acceptance.

      13.4       Late
        Charges. Lessee hereby acknowledges that late payment by Lessee of Rent
        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 Meted to, processing and accounting charges, and late charges
        which
        may be imposed upon Lessor by any Lender. Accordingly, it any Rent shall
        not be
        received by Lessor within 5 days after such amount shall be due, then, without
        any requirement for notice to Lessee, Lessee seat! pay to Lessor a one-time
        late
        charge equal to 10% of each such overdue amount or 5100, whichever is greater.
        The parties hereby agree that such late charge represents e fair and reasonable
        estimate of the costs Lessor will Incur by reason of such late payment.
        Acceptance of such late charge by Lessor shall in no event constitute a waiver
        of Lessee's Default or Breach with respect to such overdue amount, nor prevent
        the exercise of any of the other rights and remedies granted hereunder. In
        the
        event that a late charge is payable hereunder, whether or not collected,
        for 3
        consecutive installments of Base Rent, then notwithstanding any provision
        of
        this Lease to the contrary, Base Rent shall, at Lessor's
        option, become due and payable quarterly In advance.

      13.5       Interest.
        Any monetary payment due Lessor hereunder, other than late charges, not received
        by Lessor, when due as to scheduled payments (such as Base Rent) Of within
        30
        days following the date on which a was due for non-scheduled payment, Shall
        bear
        interest from the dale when due, as to scheduled payments, or the 31st day
        after
        it was due as to non-scheduled payments. The interest (interred') charged
        shall
        be equal to the prime rate reported in the Wail Street Journal as published
        closest prior to the date when due plus 4%, but shall not exceed the maximum
        rate allowed by law. Interest Is payable In addition to the potential late
        charge provided for in Paragraph 13.4.

      13.6       Breach
        by Lessor.

      (a)        Notice
        of Breach. Lessor shell riot be deemed in breach of this Lease unless Lessor
        fails within a reasonable time to perform an obligation required to be performed
        by Lessor. For purposes of this Paragraph, a reasonable time shall in no
        event
        be less than 30 days after receipt by Lessor, and any Lender whose name and
        address shall have been famished Lessee in writing for such purpose, of written
        notice specifying wherein such obligation of Lessor has not been performed;
        provided, however, that it the nature of Lessor's obligation is such that
        more
        than 30 days are reasonably required for its performance, then Lessor shall
        not
        be In breach if performance is commenced within such 30 day period end
        thereafter diligently pursued to completion.

      (b)        Performance
        by Lessee on Behalf of Lessor, In the event that neither Lessor nor Lender
        cures
        said breach within 30 days after receipt of said notice, or if having commenced
        said cure they do not diligently pursue it to completion, then Lessee may
        elect
        to cure said breach at Lessee's expense and offset from Rent an amount equal
        to
        the greater of one month's Base Rent or the Security Deposit, and to pay
        an
        excess of such expense under protest, reserving Lessee's right to reimbursement
        from Lessor. Lessee shall document the cost of said cure and supply said
        documentation to Lessor.

       

      14.       Condemnation.
        If the Premises or any portion thereof are taken under the power of eminent
        domain or sold under the threat of the exercise of said power (collectivity
        “Condemnation”), this Lease shall terminate as to the part taken as of the date
        the condemning authority takes title or possession, whichever first occurs.
        If
        more than 10% of the floor area of the Unit, or more than 25% of Lessee's
        Reserved Parking Spaces, is taken by Condemnation, Lessee may, at Lessee's
        melon, to be exercised in writing within 10 days after Lessor shall have
        given
        Lessee written notice of such Wang (or in the absence of such notice, within
        10
        days after the condemning authority shall have taken possession) terminate
        this
        Lease as of the date the condemning authority lakes such possession. ff Lessee
        does not terminate this Lease in accordance with the foregoing, this Lease
        shall
        remain In full fame and effect as to the portion of the Premises remaining,
        except that the Base Rent shall be reduced in proportion to the reduction
        in
        Utility of the Premises caused by such Condemnation. Condemnation awards
        and/or
        payments shall be the property of Lessor, whether such award shall be made
        as
        compensation for diminution in value of the leasehold, the value of the part
        taken, or for severance damages; provided, however, that Lessee shall be
        entitled to any compensation for Lessee's relocation expenses, loss of business
        goodwill and/or Trade Fixtures, without regard to whether or not this Lease
        is
        terminated pursuant to the provisions of this Paragraph. All Alterations
        and
        Utility Installations made to the Premises by Lessee, for purposes of
        Condemnation only, shall be considered the property of the Lessee and Lessee
        shall be entitled to any and all compensation which is payable therefor.
        In the
        event that this Lease is not terminated by-reason of the
        Condemnation, Lessor shall repair any damage to the Premises caused by such
        Condemnation.

       


      
        
          
          

        

        
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OFFICE LEASE

       

      15.       Brokerage
        Fees.

      15.1       Additional
        Commission. In addition to the payments owed pursuant to Paragraph 1.10
        above, and unless Lessor and the Brokers otherwise agree in writing, Lessor
        agrees that: (a) it Lessee exercises any Option, (b) if Lessee acquires from
        Lessor any rights to the Premises or other premises owned by Lessor and located
        within the Project, (c) if Lessee remains in possession of the Premises,
        with
        the consent of Lessor, after the expiration of this Lease, or (d) Base Rent
        is
        increased, whether by agreement or operation of an escalation clause herein,
        then, Lessor Chat pay Brokers a fee In accordance with the schedule of the
        Brokers in effect at the time of the execution of this Lease.

      15.2       Assumption
        Of Obligations. Any buyer or transferee of Lessors interest in this
        Lease shall be deemed to have assumed Lessors obligation hereunder. Brokers
        shall be third party beneficiaries of the provisions of Paragraphs 1.10,
        15, 22
        and 31. If Lessor fails to pay to Brokers any amounts due as and for brokerage
        tees pertaining to this Lease when due, then suet) amounts shall accrue
        Interest. In addition, if Lessor fails to pay any amounts to Lessee's Broker
        when due, Lessee's Broker may send written notice to Lessor and Lessee of
        such
        failure and if Lessor fails to pay such amounts within 10 days after said
        notice, Lessee shall pay said monies to its Broker and offset such amounts
        against Rent In addition, Lessee's Broker shall be deemed to be a third party
        beneficiary of any commission agreement entered into by and/or between Lessor
        and Lessor's Broker for the limited purpose of collecting any brokerage fee
        owed.

      15.3       Representations
        end indemnities of Broker Relationships. Lessee and Lessor each
        represent and warrant to the other that it has had no dealings with any person,
        firm, broker or finder (other than the Brokers, if any) in connection with
        this
        Lease, and that no one other than said named Brokers is entitled to any
        commission or finder's fee in connection herewith. Lessee and Lessor do each
        hereby agree to indemnity, protect, defend and hold the other harmless from
        and
        against liability for compensation or charges which may be claimed by any
        such
        unnamed broker, finder or other similar party by reason of any dealings or
        actions of the Indemnifying Party, Including any costs, expenses, attorneys'
        fees reasonably incurred with respect thereto.

       

      16.       Estoppel
        Certificates.

      (a)        Each
        Party (as 'Responding Party") shall within 10 days after written notice from
        the
        other Party (the "Requesting Party') execute, acknowledge and deliver to
        the
        Requesting Party a statement In witting in form similar to the then most
        current
        ''Estoppel Certificate" form published by the American Industrial Real Estate
        Association, plus such additional information, confirmation and/or statements
        as
        may be reasonably requested by the Requesting Party.

      (b)        if
        the Responding Party shall fail to execute or deliver the Estoppel Certificate
        within such 10 day period, the Requesting Party may execute an Estoppel
        Certificate staling that: (I) the Lease is In full force and effect without
        modification except as may be represented by the Requesting Perry, (ii) there
        are no uncured defaults in the Requesting Party's performance, and (iii)
        if
        Lessor is the Requesting Party, rot more than one month's rent has been paid
        in
        advance. Prospective purchasers and encurnbrancers may rely upon the Requesting
        Party’s Estoppel Certificate, and the Responding Party shall be estopped from
        denying the truth of the facts contained in said Certificate.

      (c)
        If
        Lessor desires to finance, refinance, or sell the Premises, or arty part
        thereof, Lessee and all Guarantors that deliver to any potential lender or
        purchaser designated by Lessor such financial statements as may be reasonably
        required by such lender or purchaser, including but nor limited to Lessee's
        financial statements for the past 3 years. 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.       Definition
        of Lessor. The term 'Lessor' as used herein shall mean the owner or
        owners at the time in question of the fee title to the Premises, or, if this
        is
        a sublease, of the Lessee's interest in the prior lease. In the event of
        a
        transfer of Lessor's title or interest in the Premises or this Lease, Lessor
        shall deliver to the transferee or assignee (in cash or by credit) arty unused
        Security Deposit held by Lessor. Except as provided in Paragraph 15, upon
        such
        transfer on assignment and delivery of the Security Depose as aforesaid,
        the
        prior Lessor shall be relieved of all liability with respect to the obligations
        and/or covenants under this Lease thereafter to be performed by the Lessor.
        Subject to the foregoing, the obligations and/or covenants In this Lease
        to be
        performed by the Lessor shall be binding only upon the Lessor as hereinabove
        defined Notwithstanding the above, and subject to the provisions of Paragraph
        20
        below, the original Lessor under this Lease, and all subsequent holders
        of the Lessors Interest in this Lease shall remain liable and
        responsible with regard to the potential duties and liabilities of Lessor
        pertaining to Hazardous Substances as outlined in Paragraph 6.2
        above.

       

      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.       Days.
        Unless otherwise specifically indicated to the contrary, the word "days"
        as used
        in this Lease that mean and refer to calendar days.

       

      20.       Limitation
        on liability. Subject to the provisions of Paragraph 17 above, the
        obligations of Lessor under this Lease shall not constitute personal obligations
        of Lessor, the individual partners of Lessor or its or their individual
        partners. directors, officers or shareholders, and Lessee shall look to the
        Premises, and to no other assets of Lessor, for the satisfaction of any
        liability of Lessor with respect to this Lease, and shall not seek recourse
        against the Individual partners of Lessor, or his or their individual partners,
        directors, officers or shareholders, or any of their personal assets for
        such
        satisfaction.

       

      21.       Time
        of Essence. Time is of the essence with respect to the performance of
        all obligations to be performed or observed by the Parties under this
        Lease.

       

      22.       No
        Prior or Other Agreements; Broker Disclaimer. This Lease contains all
        agreements between the Parties with respect to any matter mentioned herein,
        and
        no other prior or contemporaneous agreement or understanding shall be effective.
        Lessor and Lessee each represents and warrants to the Brokers that it has
        made,
        and is relying solely upon, its own investigation as to the nature, quality,
        character and financial responsibility of the other Party to this Lease and
        as
        to the use, nature, quality and character of the Premises. Brokers have no
        responsibility with respect thereto or with respect to any default or breach
        hereof by either Party. The liability (including court costs and attorneys
        fees), of any Broker with respect to negotiation, execution, delivery or
        performance by either Lessor art Lessee under this Lease or any
        amendment or modification hereto shall be limited to an amount up to the
        fee
        received by such Broker pursuant to this Lease; provided, however, that the
        foregoing limitation on each Brokers liability shall not be applicable to
        any
        gross negligence or WNW misconduct of such Broker.

       

      23.       Notices.

      23.1       Notice
        Requirements. All notices required or pen-rifted by this Lease or
        applicable law shall be in writing and may be delivered in person (by hand
        or by
        courier) or may be sent by regular, certified or registered mail or U.S.
        Postal
        Service Express Mat, with postage prepaid, or by facsimile transmission,
        and
        shall be deemed sufficiently given if served in a manner specified in this
        Paragraph 23. The addresses noted adjacent to a Party's signature on this
        Lease
        shall be that Party's address for delivery or mailing of notices. Either
        Party
        may by written notice to the other specify a different address for mete.
        except
        that upon Lessee's taking possession of the Premises, the Premises shall
        constitute Lessee's address for notice. A copy of notices to Lessor shall
        be
        concurrently transmitted to such party or parties at such addresses as Lessor
        may from time to time hereafter designate in writing.

      23.2       Date
        of Notice. Any notice sent by registered or certified mail, return
        receipt requested, shall be deemed given on the date of delivery shown on
        the
        receipt card, or if no delivery date is shown, the postmark thereon. If sent
        by
        regular mail the notice shall be deemed given 48 hours alter the same Is
        addressed as required herein and mailed with postage prepaid. Notices delivered
        by United States Express Mail or overnight courier that guarantee next
        day delivery shall be deemed given 24 hours after delivery of the same
        to the Postal Service or courier. Notices transmitted by facsimile transmission
        or similar means shall be deemed delivered upon telephone confirmation Of
        receipt (confirmation report from fax machine is sufficient), provided a
        copy is
        also delivered via delivery or melt. If notice Is received an a Saturday,
        Sunday
        or legal holiday, it shall be deemed received on the not business
        day.

       

      24.       Waivers.
        No waiver by Lessor of the Default or Breach of any term, covenant or condition
        hereof by Lessee, shall be deemed a waiver of any other term, covenant or
        condition hereof, or of any subsequent Default or Breach by Lessee of the
        same
        or of any other term, covenant or condition hereof. 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 or similar
        act
        by Lessee, or be construed as the basis of an estoppel to enforce the provision
        or provisions of this Lease requiring such consent. The acceptance of Rent
        by
        Lessor shall not be a waiver of any Default or Breach by Lessee. Any payment
        by
        Lessee may be accepted by Lessor on account of monies or damages due Lessor,
        notwithstanding any qualifying statements or conditions made by Lessee in
        connection therewith, which such statements and/or conditions shall be of
        no
        force or effect whatsoever unless specifically agreed it in writing by Lessor
        at
        or before the time of deposit of such payment.

       

      25.       Disclosures
        Regarding The Nature of a Real Estate Agency Relationship.

      (a)       When
        entering into a discussion with a real estate agent regarding a real estate
        transaction, a Lessor or Lessee should from the outset understand what type
        of
        agency relationship or representation it has with the agent or agents
        In the transaction. Lessor and Lessee acknowledge being advised by the Brokers
        in this transaction, as Wham:

      (i)       Lessor's
        Agent A Lessor's agent under a listing agreement with the Lessor acts as the
        agent for the Lessor city. A Lessor's agent or subagent has the following
        affirmative obligations: To the Lessor: A fiduciary duty of utmost care,
        integrity, honesty, and loyalty in dealings with the Lessor. To the
        Lessee and the Lessor:a. Diligent exercise of reasonable Skills and care in
        performance of the agents duties. b. A duly of honest arid fair dealing and
        good
        faith. c. A dutyto disclose all facts known to the agent materially affecting
        the value or desirability of the property that are not known to, or within
        the
        diligent attention and observation of, the Parties, An agent is not obligated
        to
        reveal to either Party any confidential information obtained from the otter
        Party which does not Involve the affirmative duties set forth
        above.

      (ii)       Lessee's
        Agent. An agent can agree to Oct as agent for the Lessee only. In these
        situations, the agent Is not the Lessor's agent, even if by agreement the
        agent
        may receive compensation for services rendered, either in full or in part
        from
        the Lessor. An agent acting only for a Lessee has the following affirmative
        obligations. To the Lessee: A fiduciary duty of utmost care. integrity,
        honesty, and loyalty in dealings with the Lessee. To the Lessee and the
Lessor a. Diligent exercise of reasonable skills and care in
        performance of the agents duties. b. A duty of honest and fair dealing and
        good
        faith. c. A duty to disclose all facts known to the agent materially
        affecting the value or desirability of the property that are not Mown to.
        or
        within the diligent attention and observation of, the Parties. An agent is
        not
        obligated to reveal to either Party any confidential information obtained
        from
        the other Party which does not involve the affirmative duties set forth
        above.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        
OFFICE LEASE

       

      (iii)       Agent  Representing
        Both Lessor and Lessee. A real estate agent, either acting directly or
        through one or more associate licenses. can legally be the agent of both
        the
        Lessor and the Lessee in a transaction, but only with the knowledge and consent
        of both the Lessor and the Lessee. In a dual agency situation, the agent
        has the
        following affirmative obligations to both the Lessor and the Lessee: a. A
        fiduciary duty of utmost care, Integrity, honesty and loyalty In the dealings
        with either Lessor or the Lessee. b. Other duties to the Lessor and the Lessee
        as staled above in subparagraphs (i) or (ii). In representing both Lessor
        and
        Lessee, the agent may not without the express permission of the respective
        Party, disclose to the other Party that the Lessor will accept rent in an
        amount
        less than that indicated in the listing or that the Lessee is willing to
        pay a
        higher rent than that offered. The above duties of the agent in a real estate
        transaction do not relieve a Lessor or Lessee from the responsibility to
        protect
        their own interests. Lessor and Lessee should carefully read all agreements
        to
        assure that they adequately express their understanding of the transaction.
        A
        real estate agent is a person qualified to advise about real estate. If legal
        or
        tax advice Is desired, consult a competent professional.

      (b)       Brokers
        have no responsibility with respect to any default or breach hereof by either
        Party. The liability (including court costs and attorneys' fees), of any
        Broker
        with respect to any breath of duly, error or omission relating to this Lease
        shall riot exceed the fee received by such Broker pursuant to this Lease;
        provided, however, that the foregoing limitation art each Broker's liability
        shall not be applicable to any gross negligence or willful misconduct of
        such
        Broker.

      (c)       Buyer
        and Seller agree to identify to Brokers as 'Confidential" any communication
        or
        information given Brokers that is considered by such Party to be
        confidential.

       

      26.       No
        Right To Holdover. Lessee has no right to retain possession of the
        Premises or any part thereof beyond the expiration or termination of this
        Lease.
        In the event that Lessee holds over, then the Base Rent shall be increased
        to
        15096 of the Base Rent applicable immediately preceding the expiration or
        termination. Nothing contained herein shall be construed as consent by Lessor
        to
        any holding over by Lessee.

       

      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: Construction of Agreement. All provisions of this Lease
        to be observed or performed by Lessee are both covenants and conditions.
        In
        construing this Lease, all headings and titles are for the convenience of
        the
        Parties only and shall not be considered a part of this Lease. Wherever required
        by the context, the singular shall include the plural and vice versa. This
        Lease
        shall not he construed as if prepared by one of the Parties, but rather
        according to its fair meaning as a whole, as it both Parties had prepared
        it.

       

      29.       Binding
        Effect; Choice of Law. This Lease shall be binding upon the parties,
        their personal representatives, successors and assigns and he governed by
        the
        laws of the Stale In which the Premises are located. Any litigation between
        the
        Parties hereto concerning this Lease shall be initiated in the sourly in
        which
        the Premises are located.

       

      30.       Subordination;
        Attomment; Non-Disturbance.

      30.1       Subordination.
        This Lease and any Option granted hereby shall he subject and
        subordinate to any ground lease, mortgage, deed of trust, or other hypothecation
        or security device (collectively, 'Security Device"), now or hereafter placed
        upon the Premises, to any and all advances made on the security thereof,
        and to
        all renewals, modifications, and attentions thereof. Lessee agrees that the
        holders of any such Security Devices (In this Lease together related to as
        -Lender) shall have no liability or obligation to perform any of the obligations
        of Lessor under this Lease. Any Lender may elect to have this Lease anchor
        any
        Option granted hereby superior to the hen of its Security Device by giving
        written notice thereof to Lessee, whereupon this Lease and such Options shall
        be
        deemed prior to such Security Device, notwithstanding the relative dates
        of the
        documentation or recordation thereof.

      30.2       Monument.
        Subject to the non-disturbance provisions of Paragraph 30.3, Lessee
        agrees to Mom to a Lender or any other party who acquires ownership of the
        Premises by reason of a foreclosure of a Security Device, and that in the
        event
        of such foreclosure, such new owner shall not (a) be liable for any act or
        omission of any prior lessor or with respect to events occurring prior to
        acquisition of ownership; (b) be subject to any offsets or defenses which
        Lessee
        might have against any prior lessor, (c) be hound by prepayment of more than
        one
        month's rent, or (d) be liable for the return of any semidry dermal pall
        to any
        plot lessor.

      30.3       Non-Disturbance.
        With respect to Security Devices entered into by Lessor alter the execution
        of
        ibis Lease, Lessee's subordination of this Lease shall be subject to receiving
        a
        commercially reasonable non-disturbance agreement (a "Non-Disturbance
        Agreement') from the Lender which Non-Disturbance Agreement provides that
        Lessee's possession of the Premises, and this Lease, including any options
        to
        extend the term hereof. will not be disturbed so tong as Lessee Is not in
        Breach
        hereof and atoms to the record owner of the Premises. Further, within 60
        days
        ones the execution of this Lease, Lessor shall use its commercially reasonable
        efforts to obtain a Non-Disturbance Agreement from the holder of any
        pre-existing Security Device which is secured by the Premises. In the event
        that
        Lessor is unable to provide the Non-Disturbance Agreement within said 60
        days,
        then Lessee may, at Lessee's option, directly contact Lender and attempt
        to
        negotiate for the execution and delivery of a Non-Disturbance
        Agreement.

      30.4       Self-Executing.
        The agreements contained in this Paragraph 30 shall be effective without
        the
        execution of any further documents; provided, however, that, upon written
        request from Lessor or a Lender in connection with a sale, financing or
        refinancing of the Premises, Lessee and Lessor shall execute such further
        writings as may be reasonably required to separately document any subordination,
        attornment and/or Non-Disturbance Agreement provided for herein.

       

      31.       Attorneys'
        Fees. If any Party or Broker brings an action or proceeding involving
        the Premises whether founded in tort, contract or equity, or to declare rights
        hereunder, the Prevailing Party (as hereafter defined) in any such proceeding,
        action, or appeal thereon, shall be entitled to reasonable attorneys' fees.
        Such
        lees may be awarded in the same suit or recovered in a separate suit, whether
        or
        not such action or proceeding is pursued to decision or judgment. The ten
        "Prevailing Party" shall include, without limitation, a Patty or Broker who
        substantially obtains or defeats the relief sought, as the case may be, whether
        by compromise, settlement, judgment or the abandonment by the other Party
        or
        Broker of its claim or defense. The attorneys' fees award shall not be outvoted
        in accordance with any court tee schedule, but shall be such as to fully
        reimburse all attorneys' fees reasonably incurred. In addition, Lessor shall
        be
        entitled to attorneys' fees, costs and expenses incurred in the preparation
        and
        service of notices of Default and consultations in connection therewith,
        whether
        or not a legal action is subsequently commenced in connection with such Default
        or resulting Breach ($200 is a reasonable minimum per occurrence for such
        services and consultation).

       

      32.       Lessor's
        Access; Showing Premises; Repairs. Lessor and Lessor's agents shall
        have the right to enter the Premises at any time, in the case of an emergency,
        and otherwise at reasonable times for the purpose of showing the same to
        prospective purchasers, lenders, or tenants, and making such
        alterations, repairs, improvements or additions to the Premises as
        Lessor may deem necessary. All such activities shall be without abatement
        of
        rent or liability to Lessee. Lessor may at any lime place on the Premises
        any
        ordinary For Sale' signs and Lessor may during the lest 6 months of the ten
        hereof place on the Premises any ordinary 'For Lease" signs. Lessee may
        at any time place on In Premises any ordinary “For Sublease” sign.

       

      33.       Auctions.
        Lessee Shall not conduct, nor permit to be conducted, any auction upon the
        Premises without Lessor's prior written consent. Lessor shall not be obligated
        to exercise any standard of reasonableness in determining whether to permit
        an
        auction.

       

      34.       Signs.
        Except for ordinary "For Sublease" signs which may be placed only an the
        Premises, Lessee shall not place any sign upon the Project without Lessors
        prior
        written consent. All signs must comply with all Applicable
        Requirements.

       

      35.       Termination;
        Merger. Unless specifically stated otherwise in writing by Lessor, the
        voluntary or other surrender of this Lease by Lessee, the mutual termination
        or
        cancellation hereof, or a termination hereof by Lessor for Breach by Lessee,
        shall automatically terminate any sublease or lesser estate In the Premises;
        provided, however, that Lessor may elect to continue any one or all existing
        sub
        tenancies. Lessors failure Within 10 days following any such event to elect
        to
        the contrary by written notice to the holder of any such lesser interest,
        shall
        constitute Lessors election to have such event constitute the termination
        of
        such interest.

       

      36.       Consents.
        Except as otherwise provided herein, wherever in this Lease the
        consent
        of a Party is required to an act by or for the other Party, such consent
        shall
        not be unreasonably withheld or delayed. Lessor's actual reasonable costs
        and
        expenses (including but not limited to architects', attorneys', engineers'
        and
        other consultants' fees) Incurred in the consideration of, or response to,
        a
        request by Lessee for any Lessor  consent, including but not
        limited to consents to an assignment, a subletting or the presence or use
        of a
        Hazardous Substance, shall be paid by Lessee upon receipt of an invoice and
        supporting documentation therefore. Lessors consent to any act, assignment
        or
        subletting shall not constitute an acknowledgment that no Default or Breach
        by
        Lessee or this Lease exists, nor shall such consent be deemed a waiver of
        any
        then existing Default or Breach, except as may be otherwise specifically
        stated
        in writing by Lessor at the time of such consent. The failure to specify
        herein
        any particular condition to Lessor's consent shall not preclude the imposition
        by Lessor at the time of consent of such further or other conditions as are
        then
        reasonable with reference to the particular matter for which consent is being
        given. In the event that either Party disagrees with any determination
        made by the other hereunder and reasonably requests the reasons for such
        determination, the determining party shall furnish its reasons in writing
        and in
        reasonable detail within 10 business days following such
        request.


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        
OFFICE LEASE


      37.       Guarantor.

      37.1       Execution.
        The Guarantors, if any, shall each execute a guaranty in the form most recently
        published by the American Industrial Real Estate Association, and each such
        Guarantor shall have the same obligations as Lessee under this
        Lease.

      37.2       Default. It
        shall constitute a Default of the Lessee if any Guarantor fails or refuses,
        upon
        request to provide: (a) evidence of the execution of the guaranty, including
        the
        authority of the party signing on Guarantors behalf to obligate Guarantor,
        and
        in the case of a corporate Guarantor, a certified copy of a resolution of
        its
        board of directors authorizing the mailing of such guaranty, (b) current
        financial statements, (c) an Estoppel Certificate, or (d) written confirmation
        that the guaranty is still in effect.

       

      38.       Quiet
        Possession. Subject to payment by Lessee of the Rent and
        performance of all of the covenants, conditions and provisions on Lessee's
        part
        to be observed and performed under this Lease, Lessee shall have quiet
        possession and quiet enjoyment of the Premises during the term
        hereof.

       

      39.       Options.
        If Lessee is granted an option, as defined below, then the following provisions
        Shall apply.

      39.1       Definition.
        "Option' shall mean. (a) the right to extend the term of or renew this Lease
        or
        to extend or renew any lease that Lessee has on other property of Lessor;
        (b)
        the right of first refusal or first offer to lease either The Premises or
        other
        property of Lessor; (c) the right to purchase or the right of first refusal
        to
        purchase line Premises or other property of Lessor.

      39.2       Options
        Personal To Original Lessee. Any Option granted to Lessee In this Lease
        is personal to the original Lessee, and cannot be assigned or exercised by
        anyone other than said original Lessee and only while the original Lessee
        is in
        full possession of the Premises and, if requested by Lessor, with Lessee
        certifying that Lessee has no intention of thereafter assigning or
        subletting.

      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 Options
        have been validlyexercised.

      39.4       Effect
        of Default on Options.

      (a)       Lessee
        shall have no right to exercise an Option: (i) during the period commencing
        with
        the giving of any notice of Default and continuing until said Default
        is cured, (1) during the period of time any Rent is unpaid (without regard
        to
        whether notice thereof is given Lessee), (iii) during Me lime Lessee Is in
        Bread', of this Lease, or (iv) In the event that Lessee has been given 3
        or more
        notices of separate Default, whether or not the Defaults are cured, during
        the
        12 month period Immediately preceding the exercise of the Option.

      (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)       An
        Option shall terminate and be of no further force or effect, notwithstanding
        Lessee's due and timely exercise of the Option, If, alter such exercise and
        prim
        to the commencement of the extended term. (1) Lessee fails to pay Rent for
        a
        period of 30 days after such Rent becomes due (without any necessity of Lessor
        to give notice thereof), (I) Lessor gives to Lessee 3 or noire notices of
        separate Default during any 12 month period, Whether Or rot the Defaults
        are
        cured, or (hi) if Lessee commits a Breach of this Lease.

       

      40.       Security
        Measures. Lessee hereby acknowledges that the Rent payable to Lessor
        hereunder clots riot include the cost of guard service or other security
        measures, and that Lessor shall have no obligation whatsoever to provide
        same.
        Lessee assumes all responsibility for the protection of the Premises, Lessee,
        Its agents and invitees and their property from the acts of third
        parties.

       

      41.       Reservations.
        Lessor reserves the right: () to grant, without the consent or joinder of
        Lessee, such easements, rights and dedications that Lessor deems necessary,
        (i)
        to cause the recordation of parcel maps and restrictions, and Off) to create
        and/or install new utility raceways, so long as such easements, rights,
        dedications, maps, restrictions, and unity raceways do not unreasonably
        interfere with the use of the Premises by Lessee. Lessee agrees to sign any
        documents reasonably requested by Lessor to effectuate such rights.

       

      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 ender 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 on the part of said Party to pay such sum or
        any
        part thereof. said Party shell be entitled to recover such sum Or so much
        thereof as It was not legally required to pay.

       

      43.       Authority.
        If either Party hereto is a corporation, trust, limited liability
        company, partnership,, or similar entity, each individual executing this
        Lease
        on behalf of such entity represents and warrants that he or she is duly
        authorized to execute and deliver this Lease on its behalf. Each party shall,
        within 30 days attar request, deliver to the other party satisfactory evidence
        of such authority.

       

      44.       Conflict.
        Any conflict between the printed provisions of this Lease and the typewritten
        or
        handwritten provisions shall be controlled by the typewritten or handwritten
        provisions.

       

      45.       Offer.
        Preparation of this Lease by either party or their agent and submission of
        same
        to the other Party shall not be deemed an offer to lease to the other Party.
        This Lease Is not intended to be binding until executed and delivered by
        alt
        Patties hereto.

       

      46.       Amendments.
        This Lease may be modified only in writing, signed by the Parties
        in
        interest at the time of the modification. As long as they do not materially
        change Lessee's obligations hereunder, Lessee agrees to make such
        reasonable non-monetary modifications to this Lease as may be reasonably
        required by a Lender in connection with the obtaining of normal financing
        or
        refinancing of the Premises.

       

      47.       Multiple
        Parties. If more than one person or entity is earned herein as either
        Lessor or Lessee, such multiple Parties shall have joint and several
        responsibility to comply with the terms of this Lease.

       

      48.         Waiver
        of Jury Trial. The Parties hereby waive their respective rights to
        trial by jury in any action or proceeding Involving the Property or arising
        out
        of this Agreement.

       

      49.         Mediation
        and Arbitration of Disputes. An Addendum requiring the Mediation and/or
        the Arbitration of all disputes between the Parties and/or Brokers arising
        out
        of this Lease q Is
þ
        is not attached
        to this Lease.

       

      LESSOR
        AND
        LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND
PROVISION CONTAINED HEREIN, AND BY THE 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 ARECOMMERCIALLY REASONABLE
        AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO
        THE
        PREMISES.

       

      ATTENTION:
        NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AMERICAN INDUSTRIAL REAL
        ESTATE ASSOCIATION OR BY ANY BROKER AS TO THE LEGAL SUFPICIENCY, LEGAL EFFECT.
        OR TAX CONSEQUENCES OF THIS LEASE OR THE TRANSACTION TO WHICH IT RELATES.
        THE
        PARTIES ARE URGED TO:

      1.       SEEK
        ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS
        LEASE.

      2.       RETAIN
        APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PREMISES.
        SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO: THE POSSIBLE PRESENCE
        OF HAZARDOUS SUBSTANCES, THE ZONING OF THE PREMISES, THE STRUCTURAL INTEGRITY,
        THE CONDITION OF THE ROOF AND OPERATING SYSTEMS, COMPLIANCE WITH THE AMERICANS
        WITH DISABILITIES ACT AND THE SUITABILITY Of THE PREMISES FOR LESSEE'S INTENDED
        USE.

       

      WARNING:
        IF THE PREMISES ARELOCATED IN A STATE OTHER THAN CALIFORNIA. CERTAIN PROVISIONS
        OF THE LEASE MAY NEED TO BE REVISED TO COMPLY WITH THE LAWS OF THE STATE
        IN
        WHICH THE PREMISES ARE LOCATED.

       

      50
        Utilities. Any amount over $80.00 a month on the water and sewer utilities
        will
        be billed to the Lessee per month.

       


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        
OFFICE LEASE


      The
        parties hereto have executed this Lease at the place and on the dates specified
        above their respective signatures.

       

      
        
          	 Executed
                  at:  	 3144
                  West Clarendon Avenue	 	 Executed at: 	 3144
                  West Clarendon Avenue
	 on:	  7/31/2007	 	 on:	 	 
	 	 	 	 	 	 	 
	 By
                  LESSOR:  	 	 By
                  LESSEE:  
	 Hawkins
                  Family Revocable Living Trust	 	 AmerElite
                  Solutions, Inc.  
	 	 	 	 	   
	 	 	 	 	 	 	 
	 By:	 /s/  William
                  E. Hawkins	 	 By:	 /s/
                  Robert L. Knapp 
	 Name
                  Printed:  William
                  E. Hawkins	 	 Name
                  Printed: Robert
                  L. Knapp 
	 Title:
                  Trustee  	 	 Title: President
	 	 	 	 	 	 	 
	 By:	 /s/	 	 	 By:	 /s/
	 Name
                  Printed:	 	 Name
                  Printed:  
	 Title:  	 	 Title:  
	 Address: 	 P.O.
                  Box 62258	 	 Address: 	 3138
                  West Clarendon Avenue
	 Phoenix,
                  AZ 85082 	 	 Phoenix,
                  AZ 85017  
	 	 	 	   
	 	 	 	 	 	 
	 Telephone:	 (602)
                  263-0338	 	 Telephone: 	 (        
                  )
	 Facsimile:	 (602)
                  263-1122	 	 Facsimile: 	 (        
                  )
	 Federal
                  ID No:	 	 	 Federal
                  ID No: 	 #76-0766174
	 	 	 	 	 	 


        

      

       

       

      These
        forms are often modified to meet changing requirements of law and needs
        of industry. Always write or call to make sure you are utilizing the most
        current form: American Industrial Real Estate Association, 700 South Flower
        Street, Suite 600, Los Angeles, CA 90017. (211) 687-1777.

       

      (c)Copyright
        1898 By American Industrial Real Estate Association.

      All
        rights reserved.

      No
        part of these works may be reproduced in any form without permission in
        writing.

       

       

       

       

      12