Exhibit 10.11


    Exhibit 10.11

     

    

      STANDARD
        INDUSTRIAL LEASE

      


      1. Basic
        Lease Provisions.

      


      1.1 Date: August
        4,
        2006

      


      1.2 Landlord: MM
        INDUSTRIAL MEMPHIS, LLC,

      a
        Delaware limited liability company

       

      1.3 Tenant: MYRIAD
        ENTERTAINMENT AND RESORTS,
        INC

      a
        Delaware Corporation

      


      1.4 Premises Addresses: 2565
        Horizon Lake Drive, Suite 110

      Memphis,
        Tennessee 38133

      


      1.5 Approximate Leasable Area

      of Premises: 6,412
        rentable square feet

      


      1.6 Use:  General
        Office

      


      1.7 Term.  Thirty-nine
        (39) full calendar months

      


      1.8 Commencement Date: November
        1, 2006

      


      1.9 Monthly
        Base Rent:  $4,725.00

      


      1.10 Estimated
        Monthly Operating

      Expense
        and Real Property Tax Payment:  $1,496.13

      


      1.11 Base Rent and
        Estimated Monthly Operating Expense and Real Property Tax Payment
        Paid Upon
        Execution: $6,221.13
        (for the first full month of the Term of this Lease)

      


      	1.12  	
              Tenant's Percentage Share
                (See
                also Section 6.4):

            


      


      Tenant’s
        Percentage Share of the Project is 4.75%

      Tenant’s
        Percentage Share of the Building is 15.53%

       

      1.13 Security Deposit: $18,663.39

      


      1.14 Number of Parking Spaces: Unreserved
        and in common with other tenants of the Project

      


      1.15 Real Estate Broker:

      


      Landlord: Steffner
        Commercial Real Estate, LLC

      


      


      Tenant: None

      


      


      1.16 Exhibits Attached to Lease: Addendum;
        Exhibit A - "Premises"; Exhibit A-1 - "Option Space"; Exhibit B - “Verification
        Letter”; Exhibit C - "Rules and Regulations"; Schedule 1 - “Landlord’s
        Work”

      


      1.17 Addresses for Notices:

      


      Landlord:  MM
        Industrial Memphis, LLC

      c/o
        Steffner Commercial Real Estate, LLC

      5400
        Poplar Avenue, Suite 320

      Memphis,
        Tennessee 38119

      


      With
        Copy To: TA
        Associates Realty

      28
        State
        Street

      Boston,
        Massachusetts 02109

      Attn:
        Asset Manager

      


      Tenant:  Myriad
        Entertainment and Resorts, Inc.

      2565
        Horizon Lake Drive, Suite 110

      Memphis,
        TN 38133

      Attention:
        Chief Executive Officer

      



      
        
           

        

        
           

          
            

          

        

        
           

        

      


      


      2. Premises.
        

      


      2.1 Acceptance.
        Landlord leases to Tenant, and Tenant leases from Landlord, the Premises,
        to
        have and to hold for the Term of this Lease, subject to the terms, covenants
        and
        conditions of this Lease. The Premises is depicted on Exhibit "A" attached
        hereto. The Premises depicted on Exhibit "A" is all or a part of a building
        (the
"Building")
        and
        may contain areas outside of the Building to the extent such areas are
        specifically identified on Exhibit "A" as being a part of the Premises. Tenant
        accepts the Premises in its condition as of the Commencement Date, subject
        to
        all applicable laws, ordinances, regulations, covenants, conditions,
        restrictions and easements, and except as may be otherwise expressly provided
        herein, Landlord shall not be obligated to make any repairs or alterations
        to
        the Premises. Tenant acknowledges that Landlord has made no representation
        or
        warranty as to the suitability of the Premises for the conduct of Tenant's
        business, and Tenant waives any implied warranty that the Premises are suitable
        for Tenant's intended purposes. The number of square feet set forth in Section
        1.5 is an approximation, and the Base Rent shall not be changed if the actual
        number of square feet in the Premises is different than the number of square
        feet set forth in Section 1.5.

      


      See
        Addendum
        Paragraph 1

      


      2.2 Common Areas.
        Landlord hereby grants to Tenant for the benefit of Tenant and its employees,
        suppliers, shippers, customers and invitees during the Term of this Lease,
        the
        nonexclusive right to use, in common with others entitled to such use (including
        Landlord), the Common Areas (as hereinafter defined) as they exist from time
        to
        time, subject to all rights reserved by Landlord hereunder and under the
        terms
        of all rules and regulations promulgated by Landlord from time to time with
        respect thereto. Landlord reserves the right from time to time to
        (a)
        make
        changes in the Common Areas, including, without limitation, changes in location,
        size, shape and number of driveways, entrances, parking spaces, parking areas,
        loading and unloading areas, ingress, egress, direction of traffic, landscaped
        areas and walkways; (b)
        close
        temporarily any of the Common Areas for maintenance purposes so long as
        reasonable access to the Premises remains available; (c)
        construct additional buildings, parking areas, loading dock facilities and
        other
        improvements within the Common Areas; and (d)
        do and
        perform such other acts and make such other changes in, to or with respect
        to
        the Common Areas as Landlord may deem appropriate. As used herein, the term
        "Common
        Areas"
        means
        all areas and facilities outside the Premises and within the exterior boundary
        lines of the land owned by Landlord that are provided and designated by Landlord
        as such from time to time for general nonexclusive use of Tenant and others,
        including, if designated by Landlord as Common Areas, parking areas, loading
        and
        unloading areas, trash areas, roadways, sidewalks, walkways, parkways and
        landscaped areas. The Premises, the Building, the Common Areas, the land
        upon
        which the same are located, along with all other buildings and improvements
        thereon, are herein collectively referred to as 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, including, without limitation, the storage of trucks
        or
        other vehicles. Any such storage shall be permitted only by the prior written
        consent of Landlord, which consent may be revoked at any time. In the event
        that
        any unauthorized storage shall occur then Landlord shall have the right,
        without
        notice, in addition to such other rights and remedies that it may have, to
        remove the property and charge the cost to Tenant, which cost shall be
        immediately payable upon demand by Landlord.

      


      3. Term.

      


      3.1 Term
        and Commencement Date.
        The
        Term and Commencement Date of this Lease are specified in Sections 1.7 and
        1.8.
        The Commencement Date set forth in Section 1.8 is an estimated Commencement
        Date. Subject to the limitations contained in Section 3.3 below, the actual
        Commencement Date shall be the date possession of the Premises is tendered
        to
        Tenant in accordance with Section 3.4 below; provided, however,
        that if
        the
        Commencement Date is other than the first day of a month,
        then the
        Term of this Lease shall be computed from the first day of the calendar month
        following the Commencement Date. When the actual Commencement Date is
        established by Landlord, Tenant shall, within five (5) days after Landlord's
        request, complete and execute the letter attached hereto as Exhibit "B" and
        deliver it to Landlord. Tenant's failure to execute the letter attached hereto
        as Exhibit "B" within said five (5) day period shall be a material default
        hereunder and shall constitute Tenant's acknowledgment of the truth of the
        facts
        contained in the letter delivered by Landlord to Tenant.

      


      3.2 Delay
        in Possession.
        Notwithstanding the estimated Commencement Date specified in Section 1.8,
        if for any reason Landlord cannot deliver possession of the Premises to Tenant
        on said date, Landlord shall not be subject to any liability therefore, nor
        shall such failure affect the validity of this Lease or the obligations of
        Tenant hereunder; provided, however, in such a case, Tenant shall not be
        obligated to pay rent or perform any other obligation of Tenant under this
        Lease, except as may be otherwise provided in this Lease, until possession
        of
        the Premises is tendered to Tenant. A "Force
        Majeure Event"
        shall
        mean fire, earthquake, weather delays or other acts of God, strikes, boycotts,
        war, riot, insurrection, embargoes, shortages of equipment, labor or materials,
        delays in issuance of governmental permits or approvals, or any other cause
        beyond the reasonable control of Landlord.

      


      3.3 Delays
        Caused by Tenant.
        There
        shall be no abatement of rent to the extent of any delays caused by acts
        or
        omissions of Tenant, Tenant's agents, employees and contractors, or for Tenant
        delays as defined in any work letter agreement attached to this Lease, if
        any
        (hereinafter "Tenant
        Delays").
        Tenant shall pay to Landlord an amount equal to one thirtieth (1/30th) of
        the
        Base Rent due for the first full calendar month of the Lease Term for each
        day
        of Tenant Delay. For purposes of the foregoing calculation, the Base Rent
        payable for the first full calendar month of the Term of this Lease shall
        not be
        reduced by any abated rent, conditionally waived rent, free rent or similar
        rental concessions, if any. Landlord and Tenant agree that the foregoing
        payment
        constitutes a fair and reasonable estimate of the damages Landlord will incur
        as
        the result of a Tenant Delay. Within thirty (30) days after Landlord tenders
        possession of the Premises to Tenant, Landlord shall notify Tenant of Landlord's
        reasonable estimate of the date Landlord could have delivered possession
        of the
        Premises to Tenant but for the Tenant Delays. After delivery of said notice,
        Tenant shall immediately pay to Landlord the amount described above for the
        period of Tenant Delay.

      


      3.4 Tender
        of Possession.
        Possession of the Premises shall be deemed tendered to Tenant when Landlord's
        architect or agent has determined that (a) the improvements to be provided
        by
        Landlord pursuant to Schedule 1 are substantially completed, and, if necessary,
        have been approved by the appropriate governmental entity, (b) the Project
        utilities are ready for use in the Premises, (c) Tenant has reasonable access
        to
        the Premises, and (d) Landlord has offered Tenant possession of the Premises.
        If
        improvements to the Premises are constructed by Landlord, the improvements
        shall
        be deemed "substantially" completed when the improvements have been completed
        except for minor items or defects which can be completed or remedied after
        Tenant occupies the Premises without causing substantial interference with
        Tenant's use of the Premises.

      


      4. Use.

      


      4.1 Permitted Use.
        The
        Premises shall be used only for the purpose described in Section 1.6 and
        for no
        other purpose. Landlord makes no representation or warranty that Tenant's
        use is
        permitted by applicable zoning laws or other laws and regulations. In no
        event
        shall any portion of the Premises be used for retail sales. Tenant shall
        not
        initiate, submit an application for, or otherwise request, any land use
        approvals or entitlements with respect to the Premises or any other portion
        of
        the Project, including, without limitation, any variance, conditional use
        permit
        or rezoning, without first obtaining Landlord's prior written consent, which
        may
        be given or withheld in Landlord's sole discretion. Tenant shall not (a)
        permit
        any animals or pets to be brought to or kept in the Premises, (b) install
        any
        antenna, dish or other device on the roof of the Building or outside of the
        Premises, (c) make any penetrations into the roof of the Building, (d) place
        loads upon floors, walls or ceilings in excess of the load such items were
        designed to carry, (e) place or store, nor permit any other person or entity
        to
        place or store, any property, equipment, materials, supplies or other items
        outside of the Building in which the Premises is located or (f) change the
        exterior of the Premises or the Building in which the Premises is
        located.

      


      4.2 Compliance
        With Laws.
        Tenant
        shall, at Tenant's sole expense, promptly comply with all applicable laws,
        ordinances, rules, regulations, orders, certificates of occupancy, conditional
        use or other permits, variances, covenants, conditions, restrictions, easements,
        the recommendations of Landlord's engineers or other consultants, and
        requirements of any fire insurance underwriters, rating bureaus or government
        agencies, now in effect or which may hereafter come into effect, whether
        or not
        they reflect a change in policy from that now existing, during the term or
        any
        part of the Term hereof, relating in any manner to the Premises or the
        occupation and use by Tenant of the Premises. Tenant shall, at Tenant's sole
        expense, comply with all requirements of the Americans With Disabilities
        Act
        that relate to the Premises, and all federal, state and local laws and
        regulations governing occupational safety and health. Tenant shall not permit
        any objectionable or unpleasant odors, smoke, dust, gas, noise or vibrations
        to
        emanate from the Premises, or take any other action that would constitute
        a
        nuisance or would disturb, unreasonably interfere with or endanger Landlord
        or
        any other tenants of the Project. Tenant shall obtain, at its sole expense,
        any
        permit or other governmental authorization required to operate its business
        from
        the Premises. Landlord shall not be liable for the failure of any other tenant
        or person to abide by the requirements of this Section or to otherwise
        comply with applicable laws and regulations, and Tenant shall not be excused
        from the performance of its obligations under this Lease due to such a
        failure.

      


      5. Base
        Rent.
        Tenant
        shall pay Base Rent in the amount set forth on the first page of this Lease.
        The
        first month's Base Rent, the Security Deposit, and the first monthly installment
        of estimated Operating Expenses (as hereafter defined) shall be due and payable
        on the date this Lease is executed by Tenant, and Tenant promises to pay
        to
        Landlord in advance, without demand, deduction or set-off, monthly installments
        of Base Rent on or before the first day of each calendar month succeeding
        the
        Commencement Date. Payments of Base Rent for any fractional calendar month
        shall
        be prorated. All payments required to be made by Tenant to Landlord hereunder
        shall be payable at such address as Landlord may specify from time to time
        by
        written notice delivered in accordance herewith. Tenant shall have no right
        at
        any time to abate, reduce, or set off any rent due hereunder except where
        expressly provided in this Lease.

      


      See
        Addendum Paragraph 2

      


      6. Operating expense payments.

      


      6.1 Operating
        Expenses.
        Tenant
        shall pay Tenant's Percentage Share (as defined below) of the Operating Expenses
        for the Project. For the purposes of this Lease, the term "Operating
        Expenses"
        shall
        mean all expenses and disbursements of every kind (subject to the limitations
        set forth below) which Landlord incurs, pays or becomes obligated to pay
        in
        connection with the ownership, operation, and maintenance of the Project
        (including the associated Common Areas), including, but not limited to, the
        following:

      


      (a) wages
        and
        salaries (including management fees) of all employees, agents, consultants
        and
        other individuals or entities engaged in the operation, repair, replacement,
        maintenance, and security of the Project, including taxes, insurance and
        benefits relating thereto;

      


      (b) all
        supplies and materials used in the operation, maintenance, repair, replacement,
        and security of the Project;

      


      (c) annual
        cost of all Capital Improvements (as defined below) made to the Project which
        although capital in nature can reasonably be expected to reduce the normal
        operating costs of the Project, as well as all Capital Improvements made
        in
        order to comply with any law now or hereafter promulgated by any governmental
        authority, as amortized over the useful economic life of such improvements
        determined by Landlord in its reasonable discretion (without regard to the
        period over which such improvements may be depreciated or amortized for federal
        income tax purposes);

      


      (d) cost
        of
        all utilities paid by Landlord;

      


      (e) cost
        of
        any insurance or insurance related expense applicable to the Project and
        Landlord's personal property used in connection therewith, including, but
        not
        limited to, the insurance costs described in Section 10.2;

      


      (f) cost
        of
        repairs, replacements and general maintenance of the Project (including all
        truck court areas, paving and parking areas, Common Area lighting facilities,
        fences, gates, water lines, sewer lines, rail spur areas and any other item
        Landlord is obligated to repair or maintain), other than costs necessary
        to
        assure the structural soundness of the roof, foundation and exterior walls
        of
        the Project which are payable solely by Landlord under Section 11; 

      


      (g) cost
        of
        service or maintenance contracts with independent contractors for the operation,
        maintenance, repair, replacement or security of the Project (including, without
        limitation, alarm service, exterior painting, trash collection, snow, ice,
        debris and waste removal and landscape maintenance);

      


      (h) the
        cost
        of all accounting fees, management fees, legal fees and consulting fees
        attributable to the operation, ownership, management, maintenance or repair
        of
        the Project; 

      


      (i) payments
        made by Landlord under any easement, license, operating agreement, declaration,
        restrictive covenant or other agreement relating to the sharing of costs
        among
        property owners;

      


      (j) the
        cost
        of all business licenses, permits or similar fees relating to the operation,
        ownership, repair or maintenance of the Project; and

      


      (k) the
        cost
        of any other item the cost of which is stated in this Lease to be an Operating
        Expense.

      


      For
        purposes of this Lease, a "Capital
        Improvement"
        shall
        be an improvement to the Project that Landlord is obligated to make pursuant
        to
        this Lease, the cost of which is not fully deductible in the year incurred
        in
        accordance with generally accepted accounting principles; provided, however,
        that, at Landlord's option, the cost of painting all or part of the Project
        and
        resurfacing and restriping roadways and parking areas shall be treated as
        an
        expense and not as a Capital Improvement. Real Property Taxes (as defined
        below)
        shall be reimbursed to Landlord as provided below and shall not be treated
        as an
        Operating Expense. References to facilities, services, utilities or other
        items
        in this Section shall not impose an obligation on Landlord to have said
        facilities or to provide said services unless such facilities and services
        already exist at the Project.

      


      6.2 Operating
        Expense Exclusions.
        Notwithstanding anything to the contrary contained herein, for purposes of
        this
        Lease, the term "Operating
        Expenses"
        shall
        not include the following: (i) costs (including permit, license and inspection
        fees) incurred for tenant improvements for other tenants within the Project;
        (ii) legal and auditing fees (other than those fees reasonably incurred in
        connection with the maintenance and operation of all or any portion of the
        Project), leasing commissions, advertising expenses and similar costs incurred
        in connection with the leasing of the Project; (iii) depreciation of the
        Building or any other improvements situated within the Project; (iv) any
        items
        for which Landlord is actually reimbursed by insurance or by direct
        reimbursement by any other tenant of the Project; (v) costs of repairs or
        other
        work necessitated by fire, windstorm or other casualty (excluding any
        deductibles) and/or costs of repair or other work necessitated by the exercise
        of the right of eminent domain to the extent insurance proceeds or a
        condemnation award, as applicable, is actually received by Landlord for such
        purposes; provided, such costs of repairs or other work shall be paid by
        the
        parties in accordance with the provisions of Sections 11 and 12, below; (vi)
        other than any interest charges for Capital Improvements referred to in Section
        6.1(c) hereinabove, any interest or payments on any financing for the Building
        or the Project and interest and penalties incurred as a result of Landlord's
        late payment of any invoice; (vii) costs associated with the investigation
        and/or remediation of Hazardous Materials (hereafter defined) present in,
        on or
        about any portion of the Project, unless such costs and expenses are the
        responsibility of Tenant as provided in Section 27 hereof, in which event
        such
        costs and expenses shall be paid solely by Tenant in accordance with the
        provisions of Section 27 hereof; (viii) overhead and profit increment paid
        to
        Landlord or to subsidiaries or affiliates of Landlord for goods and/or services
        in the Project to the extent the same exceeds the costs of such by unaffiliated
        third parties on a competitive basis; (ix) any payments under a ground lease
        or
        master lease; and (x) except as provided in Section 6.1(c) and (j) above,
        the
        cost of Capital Improvements.

      


      6.3 Payment.
        Tenant's Percentage Share of Operating Expenses shall be payable by Tenant
        within ten (10) days after a reasonably detailed statement of actual expenses
        is
        presented to Tenant by Landlord. At Landlord's option, however, Landlord
        may,
        from time to time, estimate what Tenant's Percentage Share of Operating Expenses
        will be, and the same shall be payable by Tenant monthly during each calendar
        year of the Lease Term, on the same day as the Base Rent is due hereunder.
        In
        the event that Tenant pays Landlord's estimate of Tenant's Percentage Share
        of
        Operating Expenses, Landlord shall use its best efforts to deliver to Tenant
        within one hundred eighty (180) days after the expiration of each calendar
        year
        a reasonably detailed statement (the "Statement")
        showing Tenant's Percentage Share of the actual Operating Expenses incurred
        during such year. Landlord's failure to deliver the Statement to Tenant within
        said period shall not constitute Landlord's waiver of its right to collect
        said
        amounts or otherwise prejudice Landlord's rights. If Tenant's payments under
        this Section during said calendar year exceed Tenant's Percentage Share as
        indicated on the Statement, Tenant shall be entitled to credit the amount
        of
        such overpayment against Tenant's Percentage Share of Operating Expenses
        next
        falling due. If Tenant's payments under this Section during said calendar
        year
        were less than Tenant's Percentage Share as indicated on the Statement, Tenant
        shall pay to Landlord the amount of the deficiency within thirty (30) days
        after
        delivery by Landlord to Tenant of the Statement. Landlord and Tenant shall
        forthwith adjust between them by cash payment any balance determined to exist
        with respect to that portion of the last calendar year for which Tenant is
        responsible for Operating Expenses, notwithstanding that the Lease Term may
        have
        terminated before the end of such calendar year; and this provision shall
        survive the expiration or earlier termination of the Lease. 

      


      6.4 Tenant's
        Percentage Share.
        "Tenant's
        Percentage Share"
        as used
        in this Lease shall mean the percentage of the cost of Operating Expenses
        and
        Real Property Taxes (as defined below) for which Tenant is obligated to
        reimburse Landlord pursuant to this Lease. Notwithstanding anything to the
        contrary contained in Section 1.12, Landlord shall have the right to determine
        Tenant's Percentage Share of the cost of Operating Expenses and Real Property
        Taxes using any one or more of the following three methods, and Tenant hereby
        agrees that any one of the following three methods of allocation is reasonable:
        (a)
        by
        multiplying the cost of all Operating Expenses or Real Property Taxes by
        a
        fraction, the numerator of which is the number of square feet of leasable
        space
        in the Premises and the denominator of which is the number of square feet
        of
        leasable space in all buildings in the Project; or (b)
        (i)
        with
        respect to an Operating Expense or Real Property Taxes attributable solely
        to
        the Building, requiring Tenant to pay that portion of the cost of the Operating
        Expense or Real Property Taxes that is obtained by multiplying such cost
        by a
        fraction, the numerator of which is the number of square feet of leasable
        space
        in the Premises and the denominator of which is the number of square feet
        of
        leasable space in the entire Building and (ii)
        with
        respect to an Operating Expense or Real Property Taxes attributable to the
        Common Areas of the Project, but not any particular building in the Project,
        requiring Tenant to pay that portion of the cost of the Operating Expense
        or
        Real Property Taxes that is obtained by multiplying such cost by a fraction,
        the
        numerator of which is the number of square feet of leasable space in the
        Premises and the denominator of which is the number of square feet of leasable
        space in all buildings in the Project or (c)
        by
        allocating an Operating Expense or Real Property Taxes in any other reasonable
        manner, as determined by Landlord.

      


      6.5 Audits.
        If
        Tenant disputes the amount set forth in the Statement, Tenant shall have
        the
        right, at Tenant's sole expense, not later than sixty (60) days following
        receipt of such Statement, to cause Landlord's books and records with respect
        to
        the calendar year which is the subject of the Statement to be audited by
        a
        certified public accountant mutually acceptable to Landlord and Tenant. The
        audit shall take place at the offices of Landlord where its books and records
        are located at a mutually convenient time during Landlord's regular business
        hours. Tenant's Percentage Share of Operating Expenses shall be appropriately
        adjusted based upon the results of such audit, and the results of such audit
        shall be final and binding upon Landlord and Tenant. Tenant shall have no
        right
        to conduct an audit or to give Landlord notice that it desires to conduct
        an
        audit at any time Tenant is in default under the Lease. The accountant
        conducting the audit shall be compensated on an hourly basis and shall not
        be
        compensated based upon a percentage of overcharges it discovers. No subtenant
        shall have any right to conduct an audit, and no assignee shall conduct an
        audit
        for any period during which such assignee was not in possession of the Premises.
        Tenant's right to undertake an audit with respect to any calendar year shall
        expire sixty (60) days after Tenant's receipt of the Statement for such calendar
        year, and such Statement shall be final and binding upon Tenant and shall,
        as
        between the parties, be conclusively deemed correct, at the end of such sixty
        (60) day period, unless prior thereto Tenant shall have given Landlord written
        notice of its intention to audit Operating Expenses for the calendar year
        which
        is the subject of the Statement. If Tenant gives Landlord notice of its
        intention to audit Operating Expenses, it must commence such audit within
        sixty
        (60) days after such notice is delivered to Landlord, and the audit must
        be
        completed within one hundred twenty (120) days after such notice is delivered
        to
        Landlord. If Tenant does not commence and complete the audit within such
        periods, the Statement which Tenant elected to audit shall be deemed final
        and
        binding upon Tenant and shall, as between the parties, be conclusively deemed
        correct. Tenant agrees that the results of any Operating Expense audit shall
        be
        kept strictly confidential by Tenant and shall not be disclosed to any other
        person or entity.

      


      7. Security deposit.
        Tenant
        shall deliver to Landlord at the time it executes this Lease the security
        deposit set forth in Section 1.13 as security for Tenant's faithful
        performance of Tenant's obligations hereunder. If Tenant fails to pay Base
        Rent
        or other charges due hereunder, or otherwise defaults with respect to any
        provision of this Lease, Landlord may use all or any portion of said deposit
        for
        the payment of any Base Rent or other charge due hereunder, to pay any other
        sum
        to which Landlord may become obligated by reason of Tenant's default, or
        to
        compensate Landlord for any loss or damage which Landlord may suffer thereby.
        If
        Landlord so uses or applies all or any portion of said deposit, Tenant shall
        within ten (10) days after written demand therefor deposit cash with Landlord
        in
        an amount sufficient to restore said deposit to its full amount. Landlord
        shall
        not be required to keep said security deposit separate from its general
        accounts. If Tenant performs all of Tenant's obligations hereunder, said
        deposit, or so much thereof as has not heretofore been applied by Landlord,
        shall be returned, without payment of interest or other amount for its use,
        to
        Tenant (or, at Landlord's option, to the last assignee, if any, of Tenant's
        interest hereunder) at the expiration of the Term hereof, and after Tenant
        has
        vacated the Premises. No trust relationship is created herein between Landlord
        and Tenant with respect to said security deposit. Tenant acknowledges that
        the
        security deposit is not an advance payment of any kind or a measure of
        Landlord's damages in the event of Tenant's default. Tenant hereby waives
        the
        provisions of any law which is inconsistent with this Section.

      


      8. Utilities.
        

      


      8.1 payment.
        Tenant
        shall pay for all water, gas, electricity, telephone, sewer, sprinkler services,
        refuse and trash collection and other utilities and services used on the
        Premises, together with any taxes, penalties, surcharges or the like pertaining
        thereto. Tenant shall contract directly with the applicable public utility
        for
        such services. Tenant shall pay its share of all charges for jointly metered
        utilities based upon consumption, as reasonably determined by Landlord. Tenant
        agrees to limit use of water and sewer for normal restroom use, and nothing
        herein contained shall impose upon Landlord any duty to provide sewer or
        water
        usage for other than normal restroom usage. The utilities at the Premises
        shall
        be separately metered for Tenant’s use as of the Commencement Date.

      


      8.2 Interruptions.
        Tenant
        agrees that Landlord shall not be liable to Tenant for its failure to furnish
        water, gas, electricity, telephone, sewer, refuse and trash collection or
        any
        other utility services or building services when such failure is occasioned,
        in
        whole or in part, by repairs, replacements or improvements, by any strike,
        lockout or other labor trouble, by inability to secure electricity, gas,
        water,
        telephone service or other utility at the Project, by any accident, casualty
        or
        event arising from any cause whatsoever, including the negligence of Landlord,
        its employees, agents and contractors, by act, negligence or default of Tenant
        or any other person or entity, or by any other cause, and such failures shall
        never be deemed to constitute an eviction or disturbance of Tenant's use
        and
        possession of the Premises or relieve Tenant from the obligation of paying
        rent
        or performing any of its obligations under this Lease. Furthermore, Landlord
        shall not be liable under any circumstances for loss of property or for injury
        to, or interference with, Tenant's business, including, without limitation,
        loss
        of profits, however occurring, through or in connection with or incidental
        to a
        failure to furnish any such services or utilities. Landlord may comply with
        voluntary controls or guidelines promulgated by any governmental entity relating
        to the use or conservation of energy, water, gas, light or electricity or
        the
        reduction of automobile or other emissions without creating any liability
        of
        Landlord to Tenant under this Lease.

      


      8.3 Railroad
        Spurs.
        If the
        Premises is served by a railroad spur, Tenant shall execute any agreement
        required by the railroad company serving the railroad spur, and such agreement
        shall be satisfactory to Landlord, in Landlord's sole discretion. Tenant
        shall
        pay the cost of maintaining the railroad spur, at Tenant's sole cost and
        expense.

      


      8.4. Alternative
        Utility Providers.
        If
        permitted by applicable laws, Landlord shall have the right at any time and
        from
        time to time during the Term of this Lease to either contract for service
        from a
        different company or companies (each such company referred to as an
        "Alternate
        Service Provider")
        other
        than the company or companies presently providing electrical service for
        the
        Project (the "Electric
        Service Provider")
        or
        continue to contract for service from the Electric Service Provider, at
        Landlord's sole discretion. Tenant agrees to cooperate with Landlord, the
        Electric Service Provider, and an Alternate Service Provider at all times
        and,
        as reasonably necessary, shall allow Landlord, the Electric Service Provider,
        and any Alternate Service Provider reasonable access to the Building's electric
        lines, feeders, risers, wiring and any other machinery within the
        Premises.

      


      9. Real
        and Personal Property Taxes.

      


      9.1 Payment
        of Taxes.
        Tenant
        shall pay to Landlord during the Term of this Lease, in addition to Base
        Rent
        and Tenant's Percentage Share of Operating Expenses, Tenant's Percentage
        Share
        of all Real Property Taxes. Tenant's Percentage Share of Real Property Taxes
        shall be payable by Tenant at the same time, in the same manner and under
        the
        same terms and conditions as Tenant pays Tenant's Percentage Share of Operating
        Expenses.

      


      9.2 Definition
        of Real Property Tax.
        As used
        herein, the term "Real
        Property Taxes"
        shall
        include any form of real estate tax or assessment, general, special, ordinary
        or
        extraordinary, improvement bond or bonds imposed on the Project or any portion
        thereof by any authority having the direct or indirect power to tax, including
        any city, county, state or federal government, or any school, agricultural,
        sanitary, fire, street, drainage or other improvement district thereof, as
        against any legal or equitable interest of Landlord in the Project or in
        any
        portion thereof. Real Property Taxes shall not include income, inheritance
        and
        gift taxes.

      


      9.3 Personal
        Property Taxes.
        Tenant
        shall pay prior to delinquency all taxes assessed against and levied upon
        trade
        fixtures, furnishings, equipment and all other personal property of Tenant
        contained in the Premises or related to Tenant's use of the Premises. If
        any of
        Tenant's personal property shall be assessed with Landlord's real or personal
        property, Tenant shall pay to Landlord the taxes attributable to Tenant within
        ten (10) days after receipt of a written statement from Landlord setting
        forth
        the taxes applicable to Tenant's property.

      


      9.4 Reassessments.
        From
        time to time Landlord may challenge the assessed value of the Project as
        determined by applicable taxing authorities and/or Landlord may attempt to
        cause
        the Real Property Taxes to be reduced on other grounds. If Landlord is
        successful in causing the Real Property Taxes to be reduced or in obtaining
        a
        refund, rebate, credit or similar benefit (hereinafter collectively referred
        to
        as a "reduction"),
        Landlord shall to the extent practicable, credit the reduction(s) to Real
        Property Taxes for the calendar year to which a reduction applies and to
        recalculate the Real Property Taxes owed by Tenant for years in which the
        reduction applies based on the reduced Real Property Taxes. All costs incurred
        by Landlord in obtaining the Real Property Tax reductions shall be considered
        an
        Operating Expense, and Landlord shall determine, in its sole discretion,
        to
        which years any reductions will be applied. In addition, all accounting and
        related costs incurred by Landlord in making the adjustments shall be an
        Operating Expense. Landlord shall have the right to compensate a person or
        entity it employs to obtain a reduction in Real Property Taxes by giving
        such
        person or entity a percentage of any reduction or credit obtained, and in
        this
        event the reduction or credit obtained by Landlord shall be deemed to be
        the
        reduction or credit given by the taxing authority less the compensation paid
        to
        such person or entity.

      


      10. Insurance.

      


      10.1 Insurance-Tenant.
        

      


      (a) Tenant
        shall obtain and keep in force during the Term of this Lease a commercial
        general liability policy of insurance with coverages acceptable to Landlord,
        in
        Landlord's sole discretion, which, by way of example and not limitation,
        protects Tenant and Landlord (as an additional insured) against claims for
        bodily injury, personal injury and property damage based upon, involving
        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 not less than $2,000,000 per
        occurrence with an "Additional Insured-Managers and Landlords of Premises
        Endorsement" and contain the "Amendment of the Pollution Exclusion" for damage
        caused by heat, smoke or fumes from a hostile fire. The policy shall not
        contain
        any intra-insured 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 Tenant's indemnity obligations under this
        Lease. 

      


      (b) Tenant
        shall obtain and keep in force during the Term of this Lease "all-risk" extended
        coverage property insurance with coverages acceptable to Landlord, in Landlord's
        sole discretion. Said insurance shall be written on a one hundred percent
        (100%)
        replacement cost basis on Tenant's personal property, all tenant improvements
        installed at the Premises by Landlord or Tenant, Tenant's trade fixtures
        and
        other property. By way of example, and not limitation, such policies shall
        provide protection against any peril included within the classification "fire
        and extended coverage," against vandalism and malicious mischief, theft,
        sprinkler leakage, earthquake damage and flood damage. 

      


      (c) Tenant
        shall, at all times during the Term hereof, maintain in effect workers'
        compensation insurance as required by applicable law and business interruption
        and extra expense insurance satisfactory to Landlord.

      


      10.2 Insurance-Landlord.
        

      


      (a) Landlord
        shall obtain and keep in force a policy of general liability insurance with
        coverage against such risks and in such amounts as Landlord deems advisable
        insuring Landlord against liability arising out of the ownership, operation
        and
        management of the Project.

      


      (b) Landlord
        shall also obtain and keep in force during the Term of this Lease a policy
        or
        policies of insurance covering loss or damage to the Project in the amount
        of
        not less than eighty percent (80%) of the full replacement cost thereof,
        as
        determined by Landlord from time to time. The terms and conditions of said
        policies and the perils and risks covered thereby shall be determined by
        Landlord, from time to time, in Landlord's sole discretion. In addition,
        at
        Landlord's option, Landlord shall obtain and keep in force, during the Term
        of
        this Lease, a policy of rental interruption insurance, with loss payable
        to
        Landlord, which insurance shall, at Landlord's option, also cover all Operating
        Expenses and Real Property Taxes. Tenant will not be named as an additional
        insured in any insurance policies carried by Landlord and shall have no right
        to
        any proceeds therefrom. The policies purchased by Landlord shall contain
        such
        deductibles as Landlord may determine. Tenant shall pay at Tenant's sole
        expense
        any increase in the property insurance premiums for the Project over what
        was
        payable immediately prior to the increase to the extent the increase is
        specified by Landlord's insurance carrier as being caused by the nature of
        Tenant's occupancy or any act or omission of Tenant.

      


      10.3 Insurance
        Policies.
        Tenant
        shall deliver to Landlord copies of the insurance policies required under
        Section 10.1 within fifteen (15) days prior to the Commencement Date of
        this Lease, and Landlord shall have the right to approve the terms and
        conditions of said policies. Tenant's insurance policies shall not be cancelable
        or subject to reduction of coverage or other modification except after thirty
        (30) days prior written notice to Landlord. Tenant shall, at least thirty
        (30)
        days prior to the expiration of such policies, furnish Landlord with renewals
        thereof. Tenant's insurance policies shall be issued by insurance companies
        authorized to do business in the state in which the Project is located, and
        said
        companies shall maintain during the policy term a "General Policyholder's
        Rating" of at least A and a financial rating of at least "Class X" (or such
        other rating as may be required by any lender having a lien on the Project)
        as
        set forth in the most recent edition of "Best Insurance Reports." All insurance
        obtained by Tenant shall be primary to and not contributory with any similar
        insurance carried by Landlord, whose insurance shall be considered excess
        insurance only. Landlord and, at Landlord's option, the holder of any mortgage
        or deed of trust encumbering the Project and any person or entity managing
        the
        Project on behalf of Landlord, shall be named as an additional insured on
        all
        insurance policies Tenant is obligated to obtain by Section 10.1 above.
        Tenant's insurance policies shall not include deductibles in excess of Five
        Thousand Dollars ($5,000).

      


      10.4 Waiver
        of Subrogation.
        Tenant
        and Landlord each hereby release and relieve the other, and waive their entire
        right of recovery against the other, for direct or consequential loss or
        damage
        to the releasing party's business or property arising
        out of or incident to the perils covered by insurance carried by such party
        (or
        required to be carried by such party by this Lease) to the extent of the
        insurance proceeds actually received, whether due to the negligence of Landlord
        or Tenant or their agents, employees, contractors and/or invitees. Landlord
        and
        Tenant shall each cause the insurance policies they obtain in accordance
        with
        this Section 10 to provide that the insurance company waives all right of
        recovery by subrogation against either party in connection with any damage
        covered by any policy.

      


      10.5 Coverage.
        Landlord makes no representation to Tenant that the limits or forms of coverage
        specified above or approved by Landlord are adequate to insure Tenant's property
        or Tenant's obligations under this Lease, and the limits of any insurance
        carried by Tenant shall not limit Tenant's obligations or liability under
        any
        indemnity provision included in this Lease or under any other provision of
        this
        Lease.

      


      11. Landlord's repairs.
        Landlord shall maintain, at Landlord's expense, only the structural elements
        of
        the roof of the Building (excluding the roof membrane), the structural soundness
        of the foundation of the Building and the structural elements of the exterior
        walls of the Building. Tenant shall reimburse Landlord for the cost of any
        maintenance, repair or replacement of the foregoing necessitated by Tenant's
        misuse, negligence, alterations to the Premises or any breach of its obligations
        under this Lease. By way of example, and not limitation, the term "exterior
        walls"
        as used
        in this Section shall not include windows, glass or plate glass, doors or
        overhead doors, special store fronts, dock bumpers, dock plates or levelers,
        or
        office entries. Tenant shall immediately give Landlord written notice of
        any
        repair required by Landlord pursuant to this Section, after which Landlord
        shall
        have a reasonable time in which to complete the repair. Nothing contained
        in
        this Section shall be construed to obligate Landlord to seal or otherwise
        maintain the surface of any foundation, floor or slab. Tenant expressly waives
        the benefits of any statute now or hereafter in effect which would otherwise
        afford Tenant the right to make repairs at Landlord's expense or to terminate
        this Lease because of Landlord's failure to keep the Premises in good order,
        condition and repair.

      


      12. Tenant's repairs.

      


      12.1 Obligations
        of Tenant.
        Subject
        to Section 12.2 below, Tenant shall, at its sole cost and expense, keep and
        maintain all parts of the Premises (except those listed as Landlord's
        responsibility in Section 11 above) in good and sanitary condition, promptly
        making all necessary repairs and replacements, including but not limited
        to,
        windows, glass and plate glass, doors, skylights, roof membranes, any special
        store front or office entry, walls and finish work, floors and floor coverings,
        heating and air conditioning systems, dock boards, bumpers, plates, seals,
        levelers and lights, plumbing work and fixtures (including periodic backflow
        testing), electrical systems, lighting facilities and bulbs, sprinkler systems,
        alarm systems, fire detection systems, termite and pest extermination,
        sidewalks, landscaped areas, fencing, tenant signage and regular removal
        of
        trash and debris. Tenant shall notify Landlord in writing prior to making
        any
        repair or performing any maintenance pursuant to this Section, and Landlord
        shall have the right to designate the contractor Tenant shall use to make
        any
        repair or to perform any maintenance on the roof, heating, ventilation and
        air
        conditioning systems ("HVAC"),
        plumbing systems, electrical systems, sprinkler systems, fire alarm systems
        or
        fire detection systems located at the Premises. Tenant shall not paint or
        otherwise change the exterior appearance of the Premises without Landlord's
        prior written consent, which may be given or withheld in Landlord's sole
        discretion. The cost of maintenance and repair of any common party wall (any
        wall, divider, partition or any other structure separating the Premises from
        any
        adjacent premises occupied by other tenants) shall be shared equally by Tenant
        and the tenant occupying the adjacent premises; provided, however, if Tenant
        damages a party wall the entire cost of the repair shall be paid by Tenant,
        at
        Tenant's sole expense. Tenant shall not damage any party wall or disturb
        the
        integrity and support provided by any party wall. If Tenant fails to keep
        the
        Premises in good condition and repair, Landlord may, but shall not be obligated
        to, make any necessary repairs. If Landlord makes such repairs, Landlord
        may
        bill Tenant for the cost of the repairs as additional rent, and said additional
        rent shall be payable by Tenant within ten (10) days after demand by Landlord.
        

      


      12.2 Performance
        of Work by Landlord.
        Notwithstanding Tenant's obligation to keep the roof membranes, HVAC units,
        sprinkler systems, fire alarm systems, fire detection systems and exterior
        walls
        of the Premises in good condition and repair, Landlord shall employ contractors
        to perform all repairs, maintenance and replacements of the roof membranes,
        HVAC
        units, sprinkler systems, fire alarm systems, fire detection systems and
        exterior walls of the Premises. The items described in the previous sentence
        that Landlord will cause to be repaired, maintained and replaced are hereinafter
        referred to as the "Landlord
        Maintenance Items."
        Tenant
        shall reimburse Landlord as additional rent for all costs Landlord incurs
        in
        performing the Landlord Maintenance Items within ten (10) days after written
        demand by Landlord. Landlord shall determine in its sole discretion the scope
        and timing of the performance of such Landlord Maintenance Items, and Tenant
        shall not perform such Landlord Maintenance Items. Landlord's maintenance of
        the
        exterior walls of the Premises shall include the right, but not the obligation,
        of Landlord to paint from time to time all or some of the exterior walls,
        canopies, doors, windows, gutters, handrails and other exterior parts of
        the
        Premises with colors selected by Landlord, and Tenant shall reimburse Landlord
        as provided above for all costs incurred by Landlord in painting such items.
        If
        the Premises contains landscaped areas ("Landscaped
        Areas"),
        Landlord shall maintain the Landscaped Areas, and Tenant shall reimburse
        Landlord for all costs incurred by Landlord in maintaining the Landscaped
        Areas
        within ten (10) days after written demand by Landlord; provided, however,
        Landlord shall have the right to estimate the monthly cost of maintaining
        the
        Landscaped Areas, and Tenant shall pay such amount to Landlord as additional
        rent each month at the same time Tenant pays Base Rent. Tenant shall immediately
        give Landlord written notice of any repair or maintenance required by Landlord
        pursuant to this Section, after which Landlord shall have a reasonable time
        in
        which to complete such repair or maintenance. Landlord shall have the right,
        but
        not the obligation, to include the cost of Landlord Maintenance Items and
        the
        cost of the maintenance of Landscaped Areas in Operating Expenses, and Tenant
        shall then pay Tenant's Percentage Share of such costs as determined by
        Landlord. Landlord shall have the right at any time, and from time to time,
        to
        elect upon written notice to Tenant to have Tenant perform some or all of
        the
        Landlord Maintenance Items and/or the maintenance of the Landscaped Areas,
        in
        which event Tenant shall employ contractors designated by Landlord to perform
        such work and shall pay for all such work at Tenant's sole cost and expense,
        all
        in accordance with the requirements of Section 12.1.

      


      12.3 Maintenance
        Contracts.
        Landlord shall enter into regularly scheduled preventative maintenance/service
        contracts for some or all of the following: the HVAC units servicing the
        Premises, the sprinkler, fire alarm and fire detection systems servicing
        the
        Premises, backflow testing for the plumbing servicing the Premises and for
        the
        roof membrane of the Premises (the "Maintenance
        Contracts").
        The
        Maintenance Contracts shall include maintenance services satisfactory to
        Landlord, in Landlord's sole discretion. Tenant shall reimburse Landlord
        for the
        cost of the Maintenance Contracts within ten (10) days after written demand
        by
        Landlord; provided, however, Landlord shall have the right to estimate the
        monthly cost of the Maintenance Contracts, and Tenant shall pay such amount
        to
        Landlord as additional rent each month at the same time Tenant pays Base
        Rent.
        Landlord shall have the right, but not the obligation, to include the cost
        of
        Maintenance Contracts in Operating Expenses, and Tenant shall then pay Tenant's
        Percentage Share of such costs as determined by Landlord. Landlord shall
        have
        the right at any time, and from time to time, to elect upon written notice
        to
        Tenant to have Tenant purchase some or all of the Maintenance Contracts,
        in
        which event Tenant shall purchase such contracts from persons designated
        or
        approved by Landlord and shall pay for such Maintenance Contracts at Tenant's
        sole cost and expense.

      


      13. Alterations
        and Surrender.

      


      13.1 Consent
        of Landlord.
        Tenant
        shall not, without Landlord's prior written consent, which may be given or
        withheld in Landlord's sole discretion, make any alterations, improvements,
        additions, utility installations or repairs (hereinafter collectively referred
        to as "Alterations")
        in, on
        or about the Premises or the Project. Alterations shall include, but shall
        not
        be limited to, the installation or alteration of security or fire protection
        systems, communication systems, millwork, shelving, retrieval or storage
        systems, carpeting or other floor covering, painting, window and wall coverings,
        electrical distribution systems, lighting fixtures, telephone or computer
        system
        wiring, HVAC and plumbing. At the expiration of the term, Landlord may require
        the removal of any Alterations installed by Tenant and the restoration of
        the
        Premises and the Project to their prior condition, at Tenant's expense. If,
        as a
        result of any Alteration made by Tenant, Landlord is obligated to comply
        with
        the Americans With Disabilities Act or any other law or regulation, and such
        compliance requires Landlord to make any improvement or Alteration to any
        portion of the Project, as a condition to Landlord's consent, Landlord shall
        have the right to require Tenant to pay to Landlord prior to the construction
        of
        any Alteration by Tenant the entire cost of any improvement or alteration
        Landlord is obligated to complete by such law or regulation. Should Landlord
        permit Tenant to make its own Alterations, Tenant shall use only such architect
        and contractor as has been expressly approved by Landlord, and Landlord may
        require Tenant to provide to Landlord, at Tenant's sole cost and expense,
        a lien
        and completion bond in an amount equal to one and one-half times the estimated
        cost of such Alterations, to insure Landlord against any liability for
        mechanic's and materialmen's liens and to insure completion of the work.
        In
        addition, Tenant shall pay to Landlord a fee equal to six percent (6%) of
        the
        cost of the Alterations to compensate Landlord for the overhead and other
        costs
        it incurs in reviewing the plans for the Alterations and in monitoring the
        construction of the Alterations. Should Tenant make any Alterations without
        the
        prior approval of Landlord, or use a contractor not expressly approved by
        Landlord, Landlord may, at any time during the Term of this Lease, require
        that
        Tenant remove all or part of the Alterations and return the Premises to the
        condition it was in prior to the making of the Alternations. In the event
        Tenant
        makes any Alterations, Tenant agrees to obtain or cause its contractor to
        obtain, prior to the commencement of any work, "builders all risk" insurance
        in
        an amount approved by Landlord, workers compensation insurance and any other
        insurance requested by Landlord, in Landlord's sole discretion. The foregoing
        notwithstanding, Landlord will not unreasonably withhold, condition or delay
        its
        consent to any non-structural Alteration provided that Tenant otherwise complies
        with the provisions of this Section 13.1 and that (i) such Alterations are
        not
        visible from the exterior of the Premises, and (ii) such Alterations do not
        affect any of the Building systems or structure. Furthermore, Tenant shall
        have
        the right to make cosmetic, non-structural Alterations (i.e., painting,
        carpeting, wall papering) to the Premises without obtaining Landlord's prior
        written consent, provided that Tenant provides Landlord with prior written
        notice of its intention to make such Alterations. For purposes of the Lease,
        it
        shall be deemed reasonable for Landlord: (x) to require Tenant to perform
        Alterations during non-business hours if such Alterations will create
        unreasonable noise, noxious fumes or otherwise interfere with the quiet
        enjoyment of the other tenants in the Building, and (y) to require Tenant
        to
        perform Alterations in accordance with a reasonable schedule approved by
        the
        manager of the Building.

      


      13.2 Permits.
        Any
        Alterations in or about the Premises that Tenant shall desire to make shall
        be
        presented to Landlord in written form, with plans and specifications which
        are
        sufficiently detailed to obtain a building permit. If Landlord consents to
        an
        Alteration, the consent shall be deemed conditioned upon Tenant acquiring
        a
        building permit from the applicable governmental agencies, furnishing a copy
        thereof to Landlord prior to the commencement of the work, and compliance
        by
        Tenant with all conditions of said permit in a prompt and expeditious manner.
        Tenant shall provide Landlord with as-built plans and specifications for
        any
        Alterations made to the Premises.

      


      13.3 Mechanics
        Liens.
        Tenant
        shall pay, when due, all claims for labor or materials furnished or alleged
        to
        have been furnished to or for Tenant at or for use in the Premises, which
        claims
        are or may be secured by any mechanic's or materialmen's lien against the
        Premises or the Project, or any interest therein. If Tenant shall, in good
        faith, contest the validity of any such lien, Tenant shall furnish to Landlord
        a
        surety bond satisfactory to Landlord in an amount equal to not less than
        one and
        one-half times the amount of such contested lien claim indemnifying Landlord
        against liability arising out of such lien or claim. Such bond shall be
        sufficient in form and amount to free the Project from the effect of such
        lien.
        In addition, Landlord may require Tenant to pay Landlord's reasonable attorneys'
        fees and costs in participating in such action.

      


      13.4 Notice.
        Tenant
        shall give Landlord not less than ten (10) days' advance written notice prior
        to
        the commencement of any work in the Premises by Tenant, and Landlord shall
        have
        the right to post notices of non-responsibility in or on the Premises or
        the
        Project.

      


      13.5 Surrender.
        On the
        last day of the Term hereof, or on any sooner termination, Tenant shall
        surrender the Premises (including, but not limited to, all doors, windows,
        floors and floor coverings, skylights, heating and air conditioning systems,
        dock boards, truck doors, dock bumpers, plumbing work and fixtures, electrical
        systems, lighting facilities, sprinkler systems, fire detection systems and
        nonstructural elements of the exterior walls, foundation and roof (collectively
        the "Elements
        of the Premises"))
        to
        Landlord in the same condition as received, ordinary wear and tear and casualty
        damage excepted, clean and free of debris and Tenant's personal property,
        trade
        fixtures and equipment. Tenant's personal property shall include all computer
        wiring and cabling installed by Tenant. Provided, however, if Landlord has
        not
        elected to have Tenant remove the Alterations, Tenant shall leave the
        Alterations at the Premises in good condition and repair, ordinary wear and
        tear
        excepted. Tenant shall repair any damage to the Premises occasioned by the
        installation or removal of Tenant's trade fixtures, furnishings and equipment.
        Damage to or deterioration of any Element of the Premises or any other item
        Tenant is required to repair or maintain at the Premises shall not be deemed
        ordinary wear and tear if the same could have been prevented by good maintenance
        practices. 

      


      13.6 Failure
        of Tenant to Remove Property.
        If this
        Lease is terminated due to the expiration of its term or otherwise, and Tenant
        fails to remove its property, in addition to any other remedies available
        to
        Landlord under this Lease, and subject to any other right or remedy Landlord
        may
        have under applicable law, Landlord may remove any property of Tenant from
        the
        Premises and store the same elsewhere at the expense and risk of
        Tenant.

      


      14. Damage
        and Destruction.

      


      14.1 Effect
        of Damage or Destruction.
        If all
        or part of the Project is damaged by fire, earthquake, flood, explosion,
        the
        elements, riot, the release or existence of Hazardous Materials (as defined
        below) or by any other cause whatsoever (hereinafter collectively referred
        to as
        "damages"),
        but
        the damages are not material (as defined in Section 14.2 below), Landlord
        shall repair the damages to the Project as soon as is reasonably possible,
        and
        this Lease shall remain in full force and effect. If all or part of the Project
        is destroyed or materially damaged (as defined in Section 14.2 below),
        Landlord shall have the right, in its sole and complete discretion, to repair
        or
        to rebuild the Project or to terminate this Lease. Landlord shall within
        one
        hundred twenty (120) days after the discovery of such material damage or
        destruction notify Tenant in writing of Landlord's intention to repair or
        to
        rebuild or to terminate this Lease. Tenant shall in no event be entitled
        to
        compensation or damages on account of annoyance or inconvenience in making
        any
        repairs, or on account of construction, or on account of Landlord's election
        to
        terminate this Lease. Notwithstanding the foregoing, if Landlord shall elect
        to
        rebuild or repair the Project after material damage or destruction, but in
        good
        faith determines that the Premises cannot be substantially repaired two hundred
        seventy (270) days after the date of the discovery of the material damage
        or
        destruction, without payment of overtime or other premiums, and the damage
        to
        the Project will render the entire Premises unusable during said two hundred
        seventy (270) day period, Landlord shall notify Tenant thereof in writing
        at the
        time of Landlord's election to rebuild or repair, and Tenant shall thereafter
        have a period of fifteen (15) days within which Tenant may elect to terminate
        this Lease, upon thirty (30) days' advance written notice to Landlord. Tenant's
        termination right described in the preceding sentence shall not apply if
        the
        damage was caused by the negligent or intentional acts of Tenant or its
        employees, agents, contractors or invitees. Failure of Tenant to exercise
        said
        election within said fifteen (15) day period shall constitute Tenant's agreement
        to accept delivery of the Premises under this Lease whenever tendered by
        Landlord, provided Landlord thereafter pursues reconstruction or restoration
        diligently to completion, subject to delays caused by Force Majeure Events.
        If
        Landlord is unable to repair the damage to the Premises or the Project during
        such two hundred seventy (270) day period due to Force Majeure Events, the
        two
        hundred seventy (270) day period shall be extended by the period of delay
        caused
        by the Force Majeure Events. Subject to Section 14.3 below, if Landlord or
        Tenant terminates this Lease in accordance with this Section 14.1, Tenant
        shall continue to pay all Base Rent, Operating Expenses and other amounts
        due
        hereunder which arise prior to the date of termination.

      


      14.2 Definition
        of Material Damage.
        Damage
        to the Project shall be deemed material if, in Landlord's reasonable judgment,
        the uninsured cost of repairing the damage will exceed Fifty Thousand
        Dollars ($50,000.00).
        If
        insurance proceeds are available to Landlord in an amount which is sufficient
        to
        pay the entire cost of repairing all of the damage to the Project, the damage
        shall be deemed material if the cost of repairing the damage exceeds One
        Hundred
        Thousand Dollars ($100,000). Damage to the Project shall also be deemed material
        if (a) the Project cannot be rebuilt or repaired to substantially the same
        condition it was in prior to the damage due to laws or regulations in effect
        at
        the time the repairs will be made, (b) the holder of any mortgage or deed
        of
        trust encumbering the Project requires that insurance proceeds available
        to
        repair the damage in excess of Fifty Thousand Dollars ($50,000.00)
        be
        applied to the repayment of the indebtedness secured by the mortgage or the
        deed
        of trust, or (c) the damage occurs during the last twelve (12) months of
        the
        Lease Term.

      


      14.3 Abatement
        of Rent.
        If
        Landlord elects to repair damage to the Project and all or part of the Premises
        will be unusable or inaccessible to Tenant in the ordinary conduct of its
        business until the damage is repaired, and the damage was not caused by the
        negligence or intentional acts of Tenant or its employees, agents, contractors
        or invitees, Tenant's Base Rent and Tenant's Share of Operating Expenses
        shall
        be abated until the repairs are completed in proportion to the amount of
        the
        Premises which is unusable or inaccessible to Tenant in the ordinary conduct
        of
        its business. Notwithstanding the foregoing, there shall be no abatement
        of Base
        Rent or Tenant's Share of Operating Expenses by reason of any portion of
        the
        Premises being unusable or inaccessible for a period equal to five (5)
        consecutive business days or less. 

      


      14.4 Tenant's
        Acts.
        If such
        damage or destruction occurs as a t
        result
        of
        the negligence or the intentional acts of Tenant or Tenant's employees, agents,
        contractors or invitees, and the proceeds of insurance which are actually
        received by Landlord are not sufficient to pay for the repair of all of the
        damage, Tenant shall pay, at Tenant's sole cost and expense, to Landlord
        upon
        demand, the difference between the cost of repairing the damage and the
        insurance proceeds received by Landlord.

      


      14.5 Tenant's
        Property.
        Landlord shall not be liable to Tenant or its employees, agents, contractors,
        invitees or customers for loss or damage to merchandise, tenant improvements,
        fixtures, automobiles, furniture, equipment, computers, files or other property
        (hereinafter collectively "Tenant's
        property")
        located at the Project. Tenant shall repair or replace all of Tenant's property
        at Tenant's sole cost and expense. Tenant acknowledges that it is Tenant's
        sole
        responsibility to obtain adequate insurance coverage to compensate Tenant
        for
        damage to Tenant's property.

      


      14.6 Waiver.
        Landlord and Tenant hereby waive the provisions of any present or future
        statutes which relate to the termination of leases when leased property is
        damaged or destroyed and agree that such event shall be governed by the terms
        of
        this Lease.

      


      15. Condemnation.
        If any
        portion of the Premises or the Project are taken under the power of eminent
        domain, or sold under the threat of the exercise of said power (all of which
        are
        herein called "condemnation"),
        this
        Lease shall terminate as to the part so taken as of the date the condemning
        authority takes title or possession, whichever first occurs; provided that
        if so
        much of the Premises or Project are taken by such condemnation as would
        substantially and adversely affect the operation and profitability of Tenant's
        business conducted from the Premises, and said taking lasts for ninety (90)
        days
        or more, Tenant shall have the option, to be exercised only in writing within
        thirty (30) days after Landlord shall have given Tenant written notice of
        such
        taking (or in the absence of such notice, within thirty (30) days after the
        condemning authority shall have taken possession), to terminate this Lease
        as of
        the date the condemning authority takes such possession. If a taking lasts
        for
        less than ninety (90) days, Tenant's rent shall be abated during said period
        but
        Tenant shall not have the right to terminate this Lease. If Tenant does not
        terminate this Lease in accordance with the foregoing, this Lease shall remain
        in full force and effect as to the portion of the Premises remaining, except
        that the Base Rent and Operating Expenses shall be reduced in the proportion
        that the usable floor area of the Premises taken bears to the total usable
        floor
        area of the Premises. Common Areas taken shall be excluded from the Common
        Areas
        usable by Tenant and no reduction of rent shall occur with respect thereto
        or by
        reason thereof. Landlord shall have the option in its sole discretion to
        terminate this Lease as of the taking of possession by the condemning authority,
        by giving written notice to Tenant of such election within thirty (30) days
        after receipt of notice of a taking by condemnation of any part of the Premises
        or the Project. Any award for the taking of all or any part of the Premises
        or
        the Project under the power of eminent domain or any payment made under threat
        of the exercise of such power shall be the property of Landlord, whether
        such
        award shall be made as compensation for diminution in value of the leasehold,
        for good will, for the taking of the fee, as severance damages, or as damages
        for tenant improvements; provided, however, that Tenant shall be entitled
        to any
        separate award for loss of or damage to Tenant's removable personal property
        and
        for moving expenses. In the event that this Lease is not terminated by reason
        of
        such condemnation, and subject to the requirements of any lender that has
        made a
        loan to Landlord encumbering the Project, Landlord shall to the extent of
        severance damages received by Landlord in connection with such condemnation,
        repair any damage to the Project caused by such condemnation except to the
        extent that Tenant has been reimbursed therefor by the condemning authority.
        This Section, not general principles of law, shall govern the rights and
        obligations of Landlord and Tenant with respect to the condemnation of all
        or
        any portion of the Project.

      


      16. Assignment
        and Subletting.

      16.1 Landlord's
        Consent Required.
        Tenant
        shall not voluntarily or by operation of law assign, transfer, hypothecate,
        mortgage, sublet, or otherwise transfer or encumber all or any part of Tenant's
        interest in this Lease or in the Premises (hereinafter collectively a
        "Transfer"),
        without Landlord's prior written consent, which shall not be unreasonably
        withheld. Landlord shall respond to Tenant's written request for consent
        hereunder within thirty (30) days after Landlord's receipt of the written
        request from Tenant. Any attempted Transfer without such consent shall be
        void
        and shall constitute a material default and breach of this Lease. Tenant's
        written request for Landlord's consent shall include, and Landlord's thirty
        (30)
        day response period referred to above shall not commence, unless and until
        Landlord has received from Tenant, all of the following information: (a)
        financial statements for the proposed assignee or subtenant for the past
        three
        (3) years prepared in accordance with generally accepted accounting principles,
        (b) federal tax returns for the proposed assignee or subtenant for the past
        three (3) years, (c) a TRW credit report or similar report on the proposed
        assignee or subtenant, (d) a detailed description of the business the assignee
        or subtenant intends to operate at the Premises, (e) the proposed effective
        date
        of the assignment or sublease, (f) a copy of the proposed sublease or assignment
        agreement which includes all of the terms and conditions of the proposed
        assignment or sublease, (g) a detailed description of any ownership or
        commercial relationship between Tenant and the proposed assignee or subtenant,
        and (h) a detailed description of any Alterations the proposed assignee or
        subtenant desires to make to the Premises. If the obligations of the proposed
        assignee or subtenant will be guaranteed by any person or entity, Tenant's
        written request shall not be considered complete until the information described
        in (a), (b) and (c) of the previous sentence has been provided with respect
        to
        each proposed guarantor. "Transfer"
        shall
        also include the transfer (a) if Tenant is a corporation, and Tenant's stock
        is
        not publicly traded over a recognized securities exchange, of more than twenty
        five percent (25%) of the voting stock of such corporation during the Term
        of
        this Lease (whether or not in one or more transfers) or the dissolution,
        merger
        or liquidation of the corporation, or (b) if Tenant is a partnership, limited
        liability company, limited liability partnership or other entity, of more
        than
        twenty five percent (25%) of the profit and loss participation in such
        partnership or entity during the Term of this Lease (whether or not in one
        or
        more transfers) or the dissolution, merger or liquidation of the partnership,
        limited liability company, limited liability partnership or other entity.
        If
        Tenant is a limited or general partnership (or is comprised of two or more
        persons, individually or as co-partners), Tenant shall not be entitled to
        change
        or convert to (i) a limited liability company, (ii) a limited liability
        partnership or (iii) any other entity which possesses the characteristics
        of
        limited liability without the prior written consent of Landlord, which consent
        may be given or withheld in Landlord's sole discretion. Tenant's sole remedy
        in
        the event that Landlord shall wrongfully withhold consent to or disapprove
        any
        assignment or sublease shall be to obtain an order by a court of competent
        jurisdiction that Landlord grant such consent; in no event shall Landlord
        be
        liable for damages with respect to its granting or withholding consent to
        any
        proposed assignment or sublease. If Landlord shall exercise any option to
        recapture the Premises, or shall deny a request for consent to a proposed
        assignment or sublease, Tenant shall indemnify, defend and hold Landlord
        harmless from and against any and all losses, liabilities, damages, costs
        and
        claims that may be made against Landlord by the proposed assignee or subtenant,
        or by any brokers or other persons claiming a commission or similar compensation
        in connection with the proposed assignment or sublease. 

      


      16.2 Leveraged
        Buy-out.
        The
        involvement by Tenant or its assets in any transaction, or series of
        transactions (by way of merger, sale, acquisition, financing, refinancing,
        transfer, leveraged buy-out or otherwise) whether or not a formal assignment
        or
        hypothecation of this Lease or Tenant's assets occurs, shall be considered
        to be
        an assignment of this Lease by Tenant to which Landlord may reasonably withhold
        its consent unless after such transaction or series of transactions the
        surviving entity will have sufficient assets to meet Tenant’s then remaining
        obligations under this Lease.

      


      16.3 Standard
        For Approval.
        Landlord shall not unreasonably withhold its consent to a Transfer provided
        that
        Tenant has complied with each and every requirement, term and condition of
        this
        Section 16. Tenant acknowledges and agrees that each requirement, term and
        condition in this Section 16 is a reasonable requirement, term or condition.
        It
        shall be deemed reasonable for Landlord to withhold its consent to a Transfer
        if
        any requirement, term or condition of this Section 16 is not complied with
        or: (a) the Transfer would cause Landlord to be in violation of its obligations
        under another lease or agreement to which Landlord is a party; (b) in Landlord's
        reasonable judgment, a proposed assignee or subtenant has a smaller net worth
        than Tenant had on the date this Lease was entered into with Tenant or is
        less
        able financially to pay the rents due under this Lease as and when they are
        due
        and payable; (c) a proposed assignee's or subtenant's business will impose
        a
        burden on the Project's parking facilities, Common Areas or utilities that
        is
        greater than the burden imposed by Tenant, in Landlord's reasonable judgment;
        (d) the terms of a proposed assignment or subletting will allow the proposed
        assignee or subtenant to exercise a right of renewal, right of expansion,
        right
        of first offer, right of first refusal or similar right held by Tenant; (e)
        a
        proposed assignee or subtenant refuses to enter into a written assignment
        agreement or sublease, reasonably satisfactory to Landlord, which provides
        that
        it will abide by and assume all of the terms and conditions of this Lease
        for
        the term of any assignment or sublease and containing such other terms and
        conditions as Landlord reasonably deems necessary; (f) the use of the Premises
        by the proposed assignee or subtenant will not be a use permitted by this
        Lease;
        (g) any guarantor of this Lease refuses to consent to the Transfer or to
        execute
        a written agreement reaffirming the guaranty; (h) Tenant is in default as
        defined in Section 17 at the time of the request; (i) if requested by
        Landlord, the assignee or subtenant refuses to sign a non-disturbance and
        attornment agreement in favor of Landlord's lender; (j) Landlord has sued
        or
        been sued by the proposed assignee or subtenant or has otherwise been involved
        in a legal dispute with the proposed assignee or subtenant; (k) the assignee
        or
        subtenant is involved in a business which is not in keeping with the
        then-current standards of the Project; (l) the proposed assignee or subtenant
        is
        an existing tenant of the Project or is a person or entity then negotiating
        with
        Landlord for the lease of space in the Project; (m) the assignment or sublease
        will result in there being more than one subtenant of the Premises; (n) the
        assignee or subtenant is a governmental or quasi-governmental entity or an
        agency, department or instrumentality of a governmental or quasi-governmental
        agency; or (o) the assignee or subtenant will use, store or handle Hazardous
        Materials in or about the Premises of a type, nature, quantity not acceptable
        to
        Landlord, in Landlord's sole discretion.

      


      16.4 Additional
        Terms and Conditions.
        The
        following terms and conditions shall be applicable to any Transfer:

      


      (a) Regardless
        of Landlord's consent, no Transfer shall release Tenant from Tenant's
        obligations hereunder or alter the primary liability of Tenant to pay the
        rent
        and other sums due Landlord hereunder and to perform all other obligations
        to be
        performed by Tenant hereunder or release any guarantor from its obligations
        under its guaranty. 

      


      (b) Landlord
        may accept rent from any person other than Tenant pending approval or
        disapproval of an assignment or subletting.

      


      (c) Neither
        a
        delay in the approval or disapproval of a Transfer, nor the acceptance of
        rent,
        shall constitute a waiver or estoppel of Landlord's right to exercise its
        rights
        and remedies for the breach of any of the terms or conditions of this
        Section 16. 

      


      (d) The
        consent by Landlord to any Transfer shall not constitute a consent to any
        subsequent Transfer by Tenant or to any subsequent or successive Transfer
        by an
        assignee or subtenant. However, Landlord may consent to subsequent Transfers
        or
        any amendments or modifications thereto without notifying Tenant or anyone
        else
        liable on the Lease and without obtaining their consent, and such action
        shall
        not relieve such persons from liability under this Lease.

      


      (e) In
        the
        event of any default under this Lease, Landlord may proceed directly against
        Tenant, any guarantors or anyone else responsible for the performance of
        this
        Lease, including any subtenant or assignee, without first exhausting Landlord's
        remedies against any other person or entity responsible therefor to Landlord,
        or
        any security held by Landlord.

      


      (f) Landlord's
        written consent to any Transfer by Tenant shall not constitute an acknowledgment
        that no default then exists under this Lease nor shall such consent be deemed
        a
        waiver of any then-existing default.

      


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

      


      (h) Landlord
        shall not be liable under this Lease or under any sublease to any
        subtenant.

      


      (i) No
        assignment or sublease may be modified or amended without Landlord's prior
        written consent.

      


      (j) The
        occurrence of a transaction described in Section 16.2 shall give Landlord
        the right (but not the obligation) to require that Tenant immediately provide
        Landlord with an additional security deposit equal to twelve (12) times the
        monthly Base Rent payable under the Lease, and Landlord may make its receipt
        of
        such amount a condition to Landlord's consent to such transaction.

      


      (k) Any
        assignee of, or subtenant under, this Lease shall, by reason of accepting
        such
        assignment or entering into such sublease, be deemed, for the benefit of
        Landlord, 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
        Tenant during the term of said assignment or sublease, other than such
        obligations as are contrary or inconsistent with provisions of an assignment
        or
        sublease to which Landlord has specifically consented in writing.

      


      (l) At
        Landlord's request, Tenant shall deliver to Landlord, Landlord's standard
        consent to assignment or consent to sublease agreement, as applicable, executed
        by Tenant, the assignee and the subtenant, as applicable.

      


      16.5 Additional
        Terms and Conditions Applicable to Subletting.
        The
        following terms and conditions shall apply to any subletting by Tenant of
        all or
        any part of the Premises and shall be deemed included in all subleases under
        this Lease whether or not expressly incorporated therein:

      


      (a) Tenant
        hereby absolutely and unconditionally assigns and transfers to Landlord all
        of
        Tenant's interest in all rentals and income arising from any sublease entered
        into by Tenant, and Landlord may collect such rent and income and apply same
        toward Tenant's obligations under this Lease; provided, however, that until
        a
        default shall occur in the performance of Tenant's obligations under this
        Lease,
        Tenant may receive, collect and enjoy the rents accruing under such sublease.
        Landlord shall not, by reason of this or any other assignment of such rents
        to
        Landlord nor by reason of the collection of the rents from a subtenant, be
        deemed to have assumed or recognized any sublease or to be liable to the
        subtenant for any failure of Tenant to perform and comply with any of Tenant's
        obligations to such subtenant under such sublease, including, but not limited
        to, Tenant's obligation to return any security deposit. Tenant hereby
        irrevocably authorizes and directs any such subtenant, upon receipt of a
        written
        notice from Landlord stating that a default exists in the performance of
        Tenant's obligations under this Lease, to pay to Landlord the rents due as
        they
        become due under the sublease. Tenant agrees that such subtenant shall have
        the
        right to rely upon any such statement and request from Landlord, and that
        such
        subtenant shall pay such rents to Landlord without any obligation or right
        to
        inquire as to whether such default exists and notwithstanding any notice
        or
        claim from Tenant to the contrary.

      


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

      


      16.6 Transfer
        Premium from Assignment or Subletting.
        Landlord shall be entitled to receive from Tenant (as and when received by
        Tenant) as an item of additional rent the following amounts (hereinafter
        the
        Transfer Premium): (a) if a sublease is for less than fifty percent (50%)
        of the usable square feet in the Premises, one-half of all amounts received
        by
        Tenant from the subtenant in excess of the amounts payable by Tenant to Landlord
        hereunder or (b) if a sublease is for fifty percent (50%) or more of the
        usable square feet in the Premises or Tenant assigns the Lease, all amounts
        received by Tenant from the subtenant or assignee in excess of the amounts
        payable by Tenant to Landlord hereunder. The Transfer Premium shall be reduced
        by the reasonable brokerage commissions and legal fees actually paid by Tenant
        in order to assign the Lease or to sublet a portion of the Premises.
        "Transfer
        Premium"
        shall
        mean all Base Rent, additional rent or other consideration of any type
        whatsoever payable by the assignee or subtenant in excess of the Base Rent
        and
        additional rent payable by Tenant under this Lease. If less than all of the
        Premises is transferred, the Base Rent and the additional rent shall be
        determined on a per-leasable-square-foot basis. "Transfer
        Premium"
        shall
        also include, but not be limited to, key money and bonus money paid by the
        assignee or subtenant to Tenant in connection with such Transfer, and any
        payment in excess of fair-market value for services rendered by Tenant to
        the
        assignee or subtenant or for assets, fixtures, inventory, equipment or furniture
        transferred by Tenant to the assignee or subtenant in connection with such
        Transfer.

      


      16.7 Landlord's
        Option to Recapture Space.
        Notwithstanding anything to the contrary contained in this section 16,
        Landlord shall have the option, by giving written notice to Tenant within
        thirty
        (30) days after receipt of any request by Tenant to (i) assign this Lease,
        or to
        (ii) sublease space in the Premises, the term of which sublease expires during
        the last twelve (12) months of the Term of the Lease, to terminate this Lease
        with respect to said space as of the date thirty (30) days after Landlord's
        election. In the event of a recapture by Landlord, if this Lease shall be
        canceled with respect to less than the entire Premises, the Base Rent, Operating
        Expenses and the number of parking spaces Tenant may use shall be adjusted
        on
        the basis of the number of rentable square feet retained by Tenant in proportion
        to the number of rentable square feet contained in the original Premises,
        and
        this Lease as so amended shall continue thereafter in full force and effect,
        and
        upon request of either party, the parties shall execute written confirmation
        of
        same. If Landlord recaptures only a portion of the Premises, it shall construct
        and erect at its sole cost such partitions as may be required to sever the
        space
        to be retained by Tenant from the space recaptured by Landlord. Landlord
        may, at
        its option, lease any recaptured portion of the Premises to the proposed
        subtenant or assignee or to any other person or entity without liability
        to
        Tenant. Tenant shall not be entitled to any portion of the profit, if any,
        Landlord may realize on account of such termination and reletting. Tenant
        acknowledges that the purpose of this Section is to enable Landlord to receive
        profit in the form of higher rent or other consideration to be received from
        an
        assignee or subtenant, to give Landlord the ability to meet additional space
        requirements of other tenants of the Project and to permit Landlord to control
        the leasing of space in the Project. Tenant acknowledges and agrees that
        the
        requirements of this Section are commercially reasonable and are consistent
        with
        the intentions of Landlord and Tenant.

      


      16.8 Landlord's
        Expenses.
        In the
        event Tenant shall assign this Lease or sublet the Premises or request the
        consent of Landlord to any Transfer, then Tenant shall pay Landlord's reasonable
        costs and expenses incurred in connection therewith, including, but not limited
        to, attorneys', architects', accountants', engineers' or other consultants'
        fees. 

      


      17. Default;
        Remedies.

      


      17.1 Default
        by Tenant.
        Landlord and Tenant hereby agree that the occurrence of any one or more of
        the
        following events is a material default by Tenant under this Lease and that
        said
        default shall give Landlord the rights described in Section 17.2. Landlord
        or Landlord's authorized agent shall have the right to execute and to deliver
        any notice of default, notice to pay rent or quit or any other notice Landlord
        gives Tenant.

      


      (a) Tenant's
        failure to make any payment of Base Rent, Tenant's Percentage Share of Operating
        Expenses, Tenant's Percentage Share of Real Property Taxes or any other payment
        required to be made by Tenant hereunder, as and when due, where such failure
        shall continue for a period of three (3) days after written notice thereof
        from
        Landlord to Tenant. In the event that Landlord serves Tenant with a notice
        to
        pay rent or quit pursuant to applicable unlawful detainer statutes, such
        notice
        shall also constitute the notice required by this
        Section 17.1(a).

      


      (b) The
        abandonment of the Premises by Tenant, in which event Landlord shall not
        be
        obligated to give any notice of default to Tenant.

      


      (c) The
        failure of Tenant to comply with any of its obligations under Sections 4,
        10, 12, 13, 16, 19, 23, 25, 26, 27 and 28 where Tenant fails to comply with
        its
        obligations or fails to cure any earlier breach of such obligation within
        ten
        (10) days following written notice from Landlord to Tenant. In the event
        Landlord serves Tenant with a notice to quit or any other notice pursuant
        to
        applicable unlawful detainer statutes, said notice shall also constitute
        the
        notice required by this Section 17.1(c). 

      


      (d) The
        failure by Tenant to observe or perform any of the covenants, conditions
        or
        provisions of this Lease to be observed or performed by Tenant (other than
        those
        referenced in Sections 17.1(a), (b) and (c), above), where such failure
        shall continue for a period of ten (10) days after written notice thereof
        from
        Landlord to Tenant; provided, however, that if the nature of Tenant's
        nonperformance is such that more than ten (10) days are reasonably required
        for
        its cure, then Tenant shall not be deemed to be in default if Tenant commences
        such cure within said ten (10) day period and thereafter diligently pursues
        such
        cure to completion. In the event that Landlord serves Tenant with a notice
        to
        quit or any other notice pursuant to applicable unlawful detainer statutes,
        said
        notice shall also constitute the notice required by this
        Section 17.1(d).

      


      (e) (i)
        The
        making by Tenant or any guarantor of Tenant's obligations hereunder of any
        general arrangement or general assignment for the benefit of creditors; (ii)
        Tenant or any guarantor 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
        Tenant or guarantor, the same is dismissed within sixty (60) days); (iii)
        the
        appointment of a trustee or receiver to take possession of substantially
        all of
        Tenant's assets located at the Premises or of Tenant's interest in this Lease,
        where possession is not restored to Tenant within thirty (30) days; (iv)
        the
        attachment, execution or other judicial seizure of substantially all of Tenant's
        assets located at the Premises or of Tenant's interest in this Lease, where
        such
        seizure is not discharged within thirty (30) days; or (v) the insolvency
        of
        Tenant. In the event that any provision of this Section 17.1(e) is
        unenforceable under applicable law, such provision shall be of no force or
        effect.

      


      (f) The
        discovery by Landlord that any financial statement, representation or warranty
        given to Landlord by Tenant, or by any guarantor of Tenant's obligations
        hereunder, was materially false at the time given. Tenant acknowledges that
        Landlord has entered into this Lease in material reliance on such
        information.

      


      (g) If
        Tenant
        is a corporation, partnership, limited liability company or similar entity,
        the
        dissolution or liquidation of Tenant.

      


      (h) If
        Tenant's obligations under this Lease are guaranteed: (i) the death of a
        guarantor, (ii) the termination of a guarantor's liability with respect to
        this
        Lease other than in accordance with the terms of such guaranty, (iii) a
        guarantor's becoming insolvent or the subject of a bankruptcy filing, (iv)
        a
        guarantor's refusal to honor the guaranty, or (v) a guarantor's breach of
        its
        guaranty obligation on an anticipatory breach basis.

      


      17.2 Remedies.
        

      


      (a) In
        the
        event of any material default or breach of this Lease by Tenant, Landlord
        may,
        at any time thereafter, with or without notice or demand, and without limiting
        Landlord in the exercise of any right or remedy which Landlord may have by
        reason of such default:

       

      (i)  Terminate
        Tenant’s right to possession of the Premises. Upon any such termination, Tenant
        shall immediately surrender possession of the Premises to Landlord. Landlord
        reserves all rights and remedies available to it pursuant to the terms and
        conditions of this Lease as well as under applicable law. Tenant hereby grants
        Landlord the full and free right to enter the Premises with or without process
        of law. Tenant releases Landlord of any liability for any damage resulting
        therefrom and waives any right to claim damage for such re-entry. Tenant
        also
        agrees that Landlord’s right to re-lease or any other right given to Landlord as
        a consequence of Tenant’s default hereunder or by operation of law is not
        relinquished. On termination of Tenant’s right of possession, Landlord shall be
        entitled to recover from Tenant: (i) the unpaid rent which had been earned
        at
        the time of the termination; (ii) the amount by which the unpaid rent which
        would have been earned after termination until the time of the award exceeds
        the
        amount of any rental, if any, received for the Premises during such time
        period;
        (iii) the amount by which the unpaid rent for the balance of the Term of
        the
        Lease after the time of award exceeds the amount of any rent to be received
        (net
        of re-letting expenses as described below) from any replacement tenant occupying
        the Premises at the time of the award, or, if the Premises are not occupied
        at
        the time of the award by a rent-paying replacement tenant, the full amount
        of
        the rent to be earned hereunder for the balance of the Term of the Lease
        discounted to net present value assuming a discount rate of one percent (1%)
        above the discount rate of the Federal Reserve Bank of Richmond in effect
        at the
        time of the award; and provided further, however, that Landlord shall repay
        to
        Tenant the excess of the foregoing amount over any rent received for the
        Premises during the balance of the Term of the Lease (net of reletting expenses
        as described below) similarly discounted; and (iv) at the time of the award
        any
        other amount necessary to compensate Landlord for all the damage proximately
        caused by Tenant’s failure to perform its obligations under this Lease or which
        in the ordinary course of events would likely result therefrom, including
        but
        not limited to, all costs and expenses attributable to recovering possession
        of
        the Premises, re-letting expenses (including the costs and expenses of any
        necessary repairs, renovations and alterations to the Premises), costs of
        carrying the Premises (including but not limited to, Landlord’s payment of real
        property taxes and insurance premiums), actual legal fees and associated
        costs
        and expenses, the unamortized portion of all brokerage commissions paid in
        connection with this Lease and all costs of tenant improvements (amortized
        without interest on a straight line basis over the initial Term of the Lease),
        and reimbursement of any deferred rent or other Lease execution inducement.
        Notwithstanding anything to the contrary in this subsection, Landlord’s claim
        shall be limited to whichever of the following two (2) amounts is the lesser:
        (1) the Landlord’s actual damages and (2) one year’s total rent under the
        Lease.

       

      (ii)  maintain
        Tenant's right of possession in which event Landlord shall have the remedy
        which
        permits Landlord to continue this Lease in effect after Tenant's breach and
        abandonment and recover rent as it becomes due. Acts of maintenance or
        preservation, efforts to relet the Premises, or removal or storage of Tenant’s
        personal property, shall not constitute a termination of Tenant’s right to
        possession or act as an acceptance of any surrender of the Premises. Landlord
        shall not be required to relet any or all of the Premises prior to leasing
        other
        vacant space at the Project, nor shall Landlord be required to accept a tenant:
        (i) that does not otherwise meet Landlord’s financial and other criteria, nor
        (ii) a tenant who intends to make a use other than the use permitted by the
        Lease.

       

      (iii)  collect
        sublease rents (or appoint a receiver to collect such rent) and otherwise
        perform Tenant's obligations at the Premises, it being agreed, however, that
        the
        appointment of a receiver for Tenant shall not constitute an election by
        Landlord to terminate this Lease.

       

      (iv)  pursue
        any other remedy now or hereafter available to Landlord under the laws or
        judicial decisions of the state in which the Premises are located.

       

      (b)  No
        remedy or election hereunder shall be deemed exclusive, but shall, wherever
        possible, be cumulative with all other remedies at law or in equity. The
        expiration or termination of this Lease and/or the termination of Tenant’s right
        to possession of the Premises shall not relieve Tenant of liability under
        any
        indemnity provisions of this Lease as to matters occurring or accruing during
        the Term hereof or by reason of Tenant’s occupancy of the Premises.

      


      (c)  If
        Tenant abandons or vacates the Premises, Landlord may re-enter the Premises
        and
        such re-entry shall not be deemed to constitute Landlord's election to accept
        a
        surrender of the Premises or to otherwise relieve Tenant from liability for
        its
        breach of this Lease. No surrender of the Premises shall be effective against
        Landlord unless Landlord has entered into a written agreement with Tenant
        in
        which Landlord expressly agrees to (i) accept a surrender of the Premises
        and
        (ii) relieve Tenant of liability under the Lease. The delivery by Tenant
        to
        Landlord of possession of the Premises shall not constitute the termination
        of
        the Lease or the surrender of the Premises.

      


      17.3 Default
        by Landlord.
        Landlord shall not be in default under this Lease unless Landlord fails to
        perform obligations required of Landlord within thirty (30) days after written
        notice by Tenant to Landlord and to the holder of any mortgage or deed of
        trust
        encumbering the Project whose name and address shall have theretofore been
        furnished to Tenant in writing, specifying wherein Landlord has failed to
        perform such obligation; provided, however, that if the nature of Landlord's
        obligation is such that more than thirty (30) days are required for its cure,
        then Landlord shall not be in default if Landlord commences performance within
        such thirty (30) day period and thereafter diligently pursues the same to
        completion. In no event shall Tenant have the right to terminate this Lease
        as a
        result of Landlord's default, and Tenant's remedies shall be limited to damages
        and/or an injunction. Tenant hereby waives its right to recover consequential
        damages (including, but not limited to, lost profits) or punitive damages
        arising out of a Landlord default. This Lease and the obligations of Tenant
        hereunder shall not be affected or impaired because Landlord is unable to
        fulfill any of its obligations hereunder or is delayed in doing so, if such
        inability or delay is caused by reason of a Force Majeure Event, and the
        time
        for Landlord's performance shall be extended for the period of any such delay.
        Any claim, demand, right or defense by Tenant that arises out of this Lease
        or
        the negotiations which preceded this Lease shall be barred unless Tenant
        commences an action thereon, or interposes a defense by reason thereof, within
        six (6) months after the date of the inaction, omission, event or action
        that
        gave rise to such claim, demand, right or defense.

      


      17.4 Late
        Charges.
        Tenant
        hereby acknowledges that late payment by Tenant to Landlord of Base Rent,
        Tenant's Percentage Share of Operating Expenses, Tenant's Percentage Share
        of
        Real Property Taxes or other sums due hereunder will cause Landlord to incur
        costs not contemplated by this Lease, the exact amount of which will be
        extremely difficult to ascertain. Such costs include, but are not limited
        to,
        processing and accounting charges and late charges which may be imposed on
        Landlord by the terms of any mortgage or trust deed encumbering the Project.
        Accordingly, if any installment of Base Rent, Tenant's Percentage Share of
        Operating Expenses, Tenant's Percentage Share of Real Property Taxes or any
        other sum due from Tenant shall not be received by Landlord when such amount
        shall be due, then, without any requirement for notice or demand to Tenant,
        Tenant shall immediately pay to Landlord a late charge equal to ten percent
        (10%) of such overdue amount. The parties hereby agree that such late charge
        represents a fair and reasonable estimate of the costs Landlord will incur
        by
        reason of late payment by Tenant. Acceptance of such late charge by Landlord
        shall in no event constitute a waiver of Tenant's default with respect to
        such
        overdue amount, nor prevent Landlord from exercising any of the other rights
        and
        remedies granted hereunder, including the assessment of interest under
        Section 17.5. 

      


      17.5 Interest
        on Past-Due Obligations.
        Except
        as expressly herein provided, any amount due to Landlord that is not paid
        when
        due shall bear interest at the lesser of ten percent (10%) per annum or the
        maximum rate permitted by applicable law. Payment of such interest shall
        not
        excuse or cure any default by Tenant under this Lease; provided, however,
        that
        interest shall not be payable on late charges incurred by Tenant nor on any
        amounts upon which late charges are paid by Tenant.

      


      17.6 Payment
        of Rent and Security Deposit after Default.
        If
        Tenant fails to pay Base Rent, Tenant's Percentage Share of Operating Expenses,
        Tenant's Percentage Share of Real Property Taxes, parking charges or any
        other
        monetary obligation due hereunder on the date it is due, after Tenant's third
        failure to pay any monetary obligation on the date it is due, at Landlord's
        option, all monetary obligations of Tenant hereunder shall thereafter be
        paid by
        cashier's check, and Tenant shall, upon demand, provide Landlord with an
        additional security deposit equal to three (3) months' Base Rent. If Landlord
        has required Tenant to make said payments by cashier's check or to provide
        an
        additional security deposit, Tenant's failure to make a payment by cashier's
        check or to provide the additional security deposit shall be a material default
        hereunder.
        

      


      18. Landlord's
        Right to Cure Default; Payments by Tenant.
        All
        covenants and agreements to be kept or performed by Tenant under this Lease
        shall be performed by Tenant at Tenant's sole cost and expense and without
        any
        reduction of rent. If Tenant shall fail to perform any of its obligations
        under
        this Lease, Landlord may, but shall not be obligated to, after three (3)
        days'
        prior written notice to Tenant, make any such payment or perform any such
        act on
        Tenant's behalf without waiving its rights based upon any default of Tenant
        and
        without releasing Tenant from any obligations hereunder. Tenant shall pay
        to
        Landlord, within ten (10) days after delivery by Landlord to Tenant of
        statements therefore, an amount equal to the expenditures reasonably made
        by
        Landlord in connection with the remedying by Landlord of Tenant's defaults
        pursuant to the provisions of this Section.

      


      19. Indemnity.
        Tenant
        hereby agrees to indemnify, defend and hold harmless Landlord and its employees,
        partners, agents, contractors, lenders and ground lessors (said persons and
        entities are hereinafter collectively referred to as the "Indemnified
        Parties")
        from
        and against any and all liability, loss, cost, damage, claims, loss of rents,
        liens, judgments, penalties, fines, settlement costs, investigation costs,
        cost
        of consultants and experts, attorneys fees, court costs and other legal
        expenses, effects of environmental contamination, cost of environmental testing,
        removal, remediation and/or abatement of Hazardous Materials (as said term
        are
        defined below), insurance policy deductibles and other expenses (hereinafter
        collectively referred to as "Damages")
        arising out of or related to an Indemnified Matter (as defined below). For
        purposes of this Section, an "Indemnified
        Matter"
        shall
        mean any matter for which one or more of the Indemnified Parties incurs
        liability or Damages if the liability or Damages arise out of or involve,
        directly or indirectly, (a) Tenant's or its employees', agents', contractors'
        or
        invitees' (all of said persons or entities are hereinafter collectively referred
        to as "Tenant
        Parties")
        use or
        occupancy of the Premises or the Project, (b) any act, omission or neglect
        of a
        Tenant Party, (c) Tenant's failure to perform any of its obligations under
        the
        Lease, (d) the existence, use or disposal of any Hazardous Substance (as
        defined
        below) brought on to the project by a Tenant Party or (e) any other matters
        for
        which Tenant has agreed to indemnify Landlord pursuant to any other provision
        of
        this Lease. Tenant's obligations hereunder shall include, but shall not be
        limited to (f) compensating the Indemnified Parties for Damages arising out
        of
        Indemnified Matters within ten (10) days after written demand from an
        Indemnified Party and (g) providing a defense, with counsel reasonably
        satisfactory to the Indemnified Party, at Tenant's sole expense, within ten
        (10)
        days after written demand from the Indemnified Party, of any claims, action
        or
        proceeding arising out of or relating to an Indemnified Matter whether or
        not
        litigated or reduced to judgment and whether or not well founded. If Tenant
        is
        obligated to compensate an Indemnified Party for Damages arising out of an
        Indemnified Matter, Landlord shall have the immediate and unconditional right,
        but not the obligation, without notice or demand to Tenant, to pay the damages,
        and Tenant shall, upon ten (10) days' advance written notice from Landlord,
        reimburse Landlord for the costs incurred by Landlord. By way of example,
        and
        not limitation, Landlord shall have the immediate and unconditional right
        to
        cause any damages to the Common Areas, another tenant's premises or to any
        other
        part of the Project to be repaired and to compensate other tenants of the
        Project or other persons or entities for Damages arising out of an Indemnified
        Matter. The Indemnified Parties need not first pay any Damages to be indemnified
        hereunder. Tenant's obligations under this Section shall not be released,
        reduced or otherwise limited because one or more of the Indemnified Parties
        are
        or may be actively or passively negligent with respect to an Indemnified
        Matter
        or because an Indemnified Party is or was partially responsible for the Damages
        incurred. This indemnity is intended to apply to the fullest extent permitted
        by
        applicable law. Tenant's obligations under this Section shall survive the
        expiration or termination of this Lease unless specifically waived in writing
        by
        Landlord after said expiration or termination.

      


      20. Exemption
        of Landlord from Liability.
        Tenant
        hereby agrees that Landlord shall not be liable for injury to Tenant's business
        or any loss of income therefrom or for loss of or damage to the merchandise,
        tenant improvements, fixtures, furniture, equipment, computers, files,
        automobiles, or other property of Tenant, Tenant's employees, agents,
        contractors or invitees, or any other person in or about the Project, nor
        shall
        Landlord be liable for injury to the person of Tenant, Tenant's employees,
        agents, contractors or invitees, whether such damage or injury is caused
        by or
        results from any cause whatsoever including, but not limited to, theft, criminal
        activity at the Project, negligent security measures, bombings or bomb scares,
        Hazardous Materials, fire, steam, electricity, gas, water or rain, flooding,
        breakage of pipes, sprinklers, plumbing, air conditioning or lighting fixtures,
        or from any other cause, whether said damage or injury results from conditions
        arising upon the Premises or upon other portions of the Project, or from
        other
        sources or places, or from new construction or the repair, alteration or
        improvement of any part of the Project, unless the cause of the damage or
        injury
        arises out of Landlord's or its employees, agents or contractors grossly
        negligent or intentional acts. Landlord shall not be liable for any damages
        arising from any act or neglect of any employees, agents, contractors or
        invitees of any other tenant, occupant or user of the Project, nor from the
        failure of Landlord to enforce the provisions of the lease of any other tenant
        of the Project. Tenant, as a material part of the consideration to Landlord
        hereunder, hereby assumes all risk of damage to Tenant's property or business
        or
        injury to persons, in, upon or about the Project arising from any cause,
        excluding Landlord's gross negligence or willful misconduct or the gross
        negligence or willful misconduct of its employees, agents or contractors,
        and
        Tenant hereby waives all claims in respect thereof against Landlord, its
        partners, employees, agents and contractors..

      


      21. Landlord's
        Liability.
        Tenant
        acknowledges that Landlord shall have the right to transfer all or any portion
        of its interest in the Project and to assign this Lease to the transferee.
        Tenant agrees that in the event of such a transfer Landlord shall automatically
        be released from all liability under this Lease; and Tenant hereby agrees
        to
        look solely to Landlord's transferee for the performance of Landlord's
        obligations hereunder after the date of the transfer. Upon such a transfer,
        Landlord shall, at its option, return Tenant's security deposit to Tenant
        or
        transfer Tenant's security deposit to Landlord's transferee and, in either
        event, Landlord shall have no further liability to Tenant for the return
        of its
        security deposit. Subject to the rights of any lender holding a mortgage
        or deed
        of trust encumbering all or part of the Project, Tenant agrees to look solely
        to
        Landlord's equity interest in the Project for the collection of any judgment
        requiring the payment of money by Landlord arising out of (a) Landlord's
        failure
        to perform its obligations under this Lease or (b) the negligence or willful
        misconduct of Landlord, its partners, employees and agents. No other property
        or
        assets of Landlord shall be subject to levy, execution or other enforcement
        procedure for the satisfaction of any judgment or writ obtained by Tenant
        against Landlord. No partner, employee or agent of Landlord shall be personally
        liable for the performance of Landlord's obligations hereunder or be named
        as a
        party in any lawsuit arising out of or related to, directly or indirectly,
        this
        Lease and the obligations of Landlord hereunder. The obligations under this
        Lease do not constitute personal obligations of the individual partners of
        Landlord, if any, and Tenant shall not seek recourse against the individual
        partners of Landlord or their assets.

      


      22. Signs.
        Tenant
        shall not make any changes to the exterior of the Premises, install any exterior
        lights, decorations, balloons, flags, pennants, banners or painting, or erect
        or
        install any signs, windows or door lettering, placards, decorations or
        advertising media of any type which can be viewed from the exterior of the
        Premises, without Landlord's prior written consent, which may be given or
        withheld in Landlord's sole discretion. Upon vacation of the Premises, Tenant
        shall remove all signs and repair, paint and/or replace the building facia
        surface to which its signs are attached. Tenant shall obtain all applicable
        governmental permits and approvals for signs and exterior treatments. All
        signs,
        decorations, advertising media, blinds, draperies and other window treatment
        or
        bars or other security installations visible from outside the Premises shall
        be
        subject to Landlord's approval and conform in all respects to Landlord's
        requirements.

      


      23. Parking.
        During
        the term and subject to the rules and regulations attached hereto as Exhibit
        "C," as modified by Landlord from time to time (the "Rules"),
        Tenant shall be entitled to use the parking spaces in the Common Area parking
        lot of the Project. Tenant's parking rights are in common with the parking
        rights of any other tenants of the Project, and all of Tenant's parking spaces
        are unreserved parking spaces. Landlord reserves the right at any time to
        designate areas in the Common Areas where Tenant may or may not park. If
        Tenant
        commits or allows in the parking lot any of the activities prohibited by
        the
        Lease or the Rules, then Landlord shall have the right, without notice, in
        addition to such other rights and remedies that it may have, to remove or
        tow
        away the vehicle involved and charge the cost to Tenant, which cost shall
        be
        immediately payable by Tenant upon demand by Landlord. Tenant's parking rights
        are the personal rights of Tenant, and Tenant shall not transfer, assign
        or
        otherwise convey its parking rights separate and apart from this Lease. All
        parking spaces may only be used for parking vehicles no larger than full-size
        passenger automobiles or pick-up trucks. Landlord, in addition to its other
        remedies, shall have the right to remove or tow away any other vehicles.
        Landlord shall not be responsible for enforcing Tenant's parking rights against
        any third parties. Tenant shall not permit or allow any vehicles that belong
        to
        or are controlled by Tenant or Tenant's employees, suppliers, shippers,
        customers or invitees to be loaded, unloaded or parked in areas other than
        those
        designated by Landlord for such activities.

      


      24. Broker's
        Fee.
        Tenant
        and Landlord each represent and warrant to the other that neither has had
        any
        dealings or entered into any agreements with any person, entity, broker or
        finder other than the persons, if any, listed in Section 1.15, in
        connection with the negotiation of this Lease, and no other broker, person,
        or
        entity is entitled to any commission or finder's fee in connection with the
        negotiation of this Lease, and Tenant and Landlord each agree to indemnify,
        defend and hold the other harmless from and against any claims, damages,
        costs,
        expenses, attorneys' fees or liability for compensation or charges which
        may be
        claimed by any such unnamed broker, finder or other similar party by reason
        of
        any dealings, actions or agreements of the indemnifying party. The commission
        payable to Landlord's broker with respect to this Lease shall be pursuant
        to the
        terms of the separate commission agreement in effect between Landlord and
        Landlord's broker. Landlord's broker shall pay a portion of its commission
        to
        Tenant's broker, if so provided in any agreement between Landlord's broker
        and
        Tenant's broker. Nothing in this Lease shall impose any obligation on Landlord
        to pay a commission or fee to any party other than Landlord's
        broker.

      


      25. Estoppel
        Certificate.

      


      25.1 Delivery
        of Certificate.
        Tenant
        shall from time to time, upon not less than ten (10) days' prior written
        notice
        from Landlord, execute, acknowledge and deliver to Landlord a statement in
        writing certifying such information as Landlord may reasonably request
        including, but not limited to, the following: (a) that this Lease is unmodified
        and in full force and effect (or, if modified, stating the nature of such
        modification and certifying that this Lease, as so modified, is in full force
        and effect), (b) the date to which the Base Rent and other charges are paid
        in
        advance and the amounts so payable, (c) that there are not, to Tenant's
        knowledge, any uncured defaults or unfulfilled obligations on the part of
        Landlord, or specifying such defaults or unfulfilled obligations, if any
        are
        claimed, (d) that all tenant improvements to be constructed by Landlord,
        if any,
        have been completed in accordance with Landlord's obligations, and (e) that
        Tenant has taken possession of the Premises. Any such statement may be
        conclusively relied upon by any prospective purchaser or encumbrancer of
        the
        Project.

      


      25.2 Failure
        to Deliver Certificate.
        At
        Landlord's option, the failure of Tenant to deliver such statement within
        such
        time shall constitute a material default of Tenant hereunder, or it shall
        be
        conclusive upon Tenant that (a) this Lease is in full force and effect, without
        modification except as may be represented by Landlord, (b) there are no uncured
        defaults in Landlord's performance, (c) not more than one month's Base Rent
        has
        been paid in advance, (d) all tenant improvements to be constructed by Landlord,
        if any, have been completed in accordance with Landlord's obligations, and
        (e)
        Tenant has taken possession of the Premises.

      


      26. Financial
        Information.
        From
        time to time, at Landlord's request, Tenant shall cause the following financial
        information to be delivered to Landlord, at Tenant's sole cost and expense,
        upon
        not less than ten (10) days' advance written notice from Landlord: (a) a
        current
        financial statement for Tenant and Tenant's financial statements for the
        previous two accounting years, (b) a current financial statement for any
        guarantor(s) of this Lease and the guarantor'(s) financial statements for
        the
        previous two accounting years and (c) such other financial information
        pertaining to Tenant or any guarantor as Landlord or any lender or purchaser
        of
        Landlord may reasonably request. All financial statements shall be prepared
        in
        accordance with generally accepted accounting principals consistently applied
        and, if such is the normal practice of Tenant, shall be audited by an
        independent certified public accountant. Tenant hereby authorizes Landlord,
        from
        time to time, without notice to Tenant, to obtain a credit report or credit
        history on Tenant from any credit reporting company.

      


      27. Environmental
        Matters/Hazardous Materials.
        

      


      27.1 Definition
        of Hazardous Materials.
        As used
        in this Lease, the term Hazardous Materials shall mean and include (a) any
        hazardous or toxic wastes, materials or substances, and other pollutants
        or
        contaminants, which are or become regulated by any Environmental Laws (defined
        below); (b) petroleum, petroleum by-products, gasoline, diesel fuel, crude
        oil
        or any fraction thereof; (c) asbestos and asbestos-containing material, in
        any
        form, whether friable or non-friable; (d) polychlorinated biphenyls; (e)
        radioactive materials; (f) lead and lead-containing materials; (g) any other
        material, waste or substance displaying toxic, reactive, ignitable or corrosive
        characteristics, as all such terms are used in their broadest sense, and
        are
        defined or become defined by any Environmental Law; or (h) any materials
        which
        cause or threatens to cause a nuisance upon or waste to any portion of the
        Project or any surrounding property; or poses or threatens to pose a hazard
        to
        the health and safety of persons on the Premises, any other portion of the
        Project or any surrounding property. For purposes of this Lease, the term
        "Hazardous Materials" shall not include nominal amounts of ordinary household
        cleaners, office supplies and janitorial supplies which are not actionable
        under
        any Environmental Laws.

      


      27.2 Prohibition;
        Environmental Laws.
        Tenant
        shall not be entitled to use or store any Hazardous Materials on, in, or
        about
        any portion of the Premises and the Project without, in each instance, obtaining
        Landlord's prior written consent thereto. If Landlord, in its sole discretion,
        consents to any such usage or storage, then Tenant shall be permitted to
        use
        and/or store only those Hazardous Materials that are necessary for Tenant's
        business. In all events such usage and storage must at all times be in full
        compliance with any and all local, state and federal environmental, health
        and/or safety-related laws, statutes, orders, standards, courts' decisions,
        ordinances, rules and regulations (as interpreted by judicial and administrative
        decisions), decrees, directives, guidelines, permits or permit conditions,
        currently existing and as amended, enacted, issued or adopted in the future
        which are or become applicable to Tenant or all or any portion of the Premises
        (collectively, the "Environmental
        Laws")
        and in
        compliance with the recommendations of Landlord's consultants. Tenant shall
        not
        be entitled nor permitted to install any tanks under, on or about the Premises
        for the storage of Hazardous Materials without the express written consent
        of
        Landlord, which may be given or withheld in Landlord's sole discretion. Landlord
        shall have the right, in Landlord's sole discretion, at all times during
        the
        Term of this Lease to (i) inspect the Premises, (ii) conduct tests and
        investigations to determine whether Tenant is in compliance with the provisions
        of this Section 27 or to determine if Hazardous Materials are present in,
        on or
        about the Project, (iii) request lists of all Hazardous Materials used, stored
        or otherwise located on, under or about any portion of the Premises and/or
        the
        Common Areas, and (iv) to require Tenant to complete a survey of its use,
        storage and handling of Hazardous Materials in the Premises, using a form
        and
        following procedures designated by Landlord, in Landlord's sole discretion
        (the
        "Survey").
        Tenant shall reimburse Landlord for the cost of all such inspections, tests
        and
        investigations, and all costs associated with any Survey. If, as a result
        of an
        inspection, test or Survey, Landlord determines, in Landlord's sole discretion,
        that Tenant should implement or perform safety, security or compliance measures,
        Tenant shall within thirty (30) days after written request by Landlord perform
        such measures, at Tenant's sole cost and expense. The aforementioned rights
        granted herein to Landlord and its representatives shall not create (a) a
        duty
        on Landlord's part to inspect, test, investigate, monitor or otherwise observe
        the Premises or the activities of Tenant and Tenant Parties with respect
        to
        Hazardous Materials, including without limitation, Tenant's operation, use
        and
        any remediation relating thereto, or (b) liability on the part of Landlord
        and
        its representatives for Tenant's use, storage, disposal or remediation of
        Hazardous Materials, it being understood that Tenant shall be solely responsible
        for all liability in connection therewith.

      


      27.3 Tenant's
        Environmental Obligations.
        Tenant
        shall give to Landlord immediate verbal and follow-up written notice of any
        spills, releases, discharges, disposals, emissions, migrations, removals
        or
        transportation of Hazardous Materials on, under or about any portion of the
        Premises or in any Common Areas; provided that Tenant has actual, implied
        or
        constructive knowledge of such event(s). Tenant, at its sole cost and expense,
        covenants and warrants to promptly investigate, clean up, remove, restore
        and
        otherwise remediate (including, without limitation, preparation of any
        feasibility studies or reports and the performance of any and all closures)
        any
        spill, release, discharge, disposal, emission, migration or transportation
        of
        Hazardous Materials arising from or related to the intentional or negligent
        acts
        or omissions of Tenant or Tenant Parties such that the affected portions
        of the
        Project and any adjacent property are returned to the condition existing
        prior
        to the appearance of such Hazardous Materials. Any such investigation, clean
        up,
        removal, restoration and other remediation shall only be performed after
        Tenant
        has obtained Landlord's prior written consent, which consent shall not be
        unreasonably withheld so long as such actions would not potentially have
        a
        material adverse long-term or short-term effect on any portion of the Project.
        Notwithstanding the foregoing, Tenant shall be entitled to respond immediately
        to an emergency without first obtaining Landlord's prior written consent.
        Tenant, at its sole cost and expense, shall conduct and perform, or cause
        to be
        conducted and performed, all closures as required by any Environmental Laws
        or
        any agencies or other governmental authorities having jurisdiction thereof.
        If
        Tenant fails to so promptly investigate, clean up, remove, restore, provide
        closure or otherwise so remediate, Landlord may, but without obligation to
        do
        so, take any and all steps necessary to rectify the same, and Tenant shall
        promptly reimburse Landlord, upon demand, for all costs and expenses to Landlord
        of performing investigation, cleanup, removal, restoration, closure and
        remediation work. All such work undertaken by Tenant, as required herein,
        shall
        be performed in such a manner so as to enable Landlord to make full economic
        use
        of the Premises and other portions of the Project after the satisfactory
        completion of such work.

      


      27.4 Environmental
        Indemnity.
        In
        addition to Tenant's other indemnity obligations under this Lease, Tenant
        agrees
        to, and shall, protect, indemnify, defend (with counsel acceptable to Landlord)
        and hold Landlord and the other Indemnitees harmless from and against any
        and
        all loss, cost, damage, liability or expense (including, without limitation,
        diminution in value of any portion of the Premises or the Project, damages
        for
        the loss of or restriction on the use of rentable or usable space, and from
        any
        adverse impact of Landlord's marketing of any space within the Project) arising
        at any time during or after the Term of this Lease in connection with or
        related
        to, directly or indirectly, the use, presence, transportation, storage,
        disposal, migration, removal, spill, release or discharge of Hazardous Materials
        on, in or about any portion of the Project as a result (directly or indirectly)
        of the intentional or negligent acts or omissions of Tenant or Tenant Parties.
        Neither the written consent of Landlord to the presence, use or storage of
        Hazardous Materials in, on, under or about any portion of the Project nor
        the
        strict compliance by Tenant with all Environmental Laws shall excuse Tenant
        from
        its obligations of indemnification pursuant hereto. Tenant shall not be relieved
        of its indemnification obligations under the provisions of this Section 27.4
        due
        to Landlord's status as either an "owner" or "operator" under any Environmental
        Laws.

      


      27.5 Survival.
        Tenant's
        obligations and liabilities pursuant to the provisions of this Section 27
        shall
        survive the expiration or earlier termination of this Lease. If it is determined
        by Landlord that the condition of all or any portion of the Project is not
        in
        compliance with the provisions of this Lease with respect to Hazardous
        Materials, including without limitation, all Environmental Laws at the
        expiration or earlier termination of this Lease, then Landlord may require
        Tenant to hold over possession of the Premises until Tenant can surrender
        the
        Premises to Landlord in the condition in which the Premises existed as of
        the
        Commencement Date and prior to the appearance of such Hazardous Materials
        except
        for reasonable wear and tear, including without limitation, the conduct or
        performance of any closures as required by any Environmental Laws. The burden
        of
        proof hereunder shall be upon Tenant. For purposes hereof, the term "reasonable
        wear and tear" shall not include any deterioration in the condition or
        diminution of the value of any portion of the Project in any manner whatsoever
        related to, directly or indirectly, Hazardous Materials. Any such holdover
        by
        Tenant will be with Landlord's consent, will not be terminable by Tenant
        in any
        event or circumstance and will otherwise be subject to the provisions of
        Section
        33 of this Lease.

       

      28. Subordination.

      


      28.1 Effect
        of Subordination.
        This
        Lease, and any Option (as defined below) granted hereby, upon Landlord's
        written
        election, shall be subject and subordinate to any ground lease, mortgage,
        deed
        of trust or any other hypothecation or security now or hereafter placed upon
        the
        Project and to any and all advances made on the security thereof and to all
        renewals, modifications, consolidations, replacements and extensions thereof.
        Notwithstanding such subordination, Tenant's right to quiet possession of
        the
        Premises shall not be disturbed if Tenant is not in default and so long as
        Tenant shall pay the rent and observe and perform all of the provisions of
        this
        Lease, unless this Lease is otherwise terminated pursuant to its terms. At
        the
        request of any mortgagee, trustee or ground lessor, Tenant shall attorn to
        such
        person or entity. If any mortgagee, trustee or ground lessor shall elect
        to have
        this Lease and any Options granted hereby prior to the lien of its mortgage,
        deed of trust or ground lease, and shall give written notice thereof to Tenant,
        this Lease and such Options shall be deemed prior to such mortgage, deed
        of
        trust or ground lease, whether this Lease or such Options are dated prior
        or
        subsequent to the date of said mortgage, deed of trust or ground lease or
        the
        date of recording thereof. In the event of the foreclosure of a security
        device,
        the new owner shall not (a) be liable for any act or omission of any prior
        landlord or with respect to events occurring prior to its acquisition of
        title,
        (b) be liable for the breach of this Lease by any prior landlord, (c) be
        subject
        to any offsets or defenses which Tenant may have against the prior landlord
        or
        (d) be liable to Tenant for the return of its security deposit.

      


      28.2 Execution
        of Documents.
        Tenant
        agrees to execute and acknowledge any documents Landlord reasonably requests
        Tenant execute to effectuate an attornment, a subordination, or to make this
        Lease or any Option granted herein prior to the lien of any mortgage, deed
        of
        trust or ground lease, as the case may be. Tenant's failure to execute such
        documents within ten (10) days after written demand shall constitute a material
        default by Tenant hereunder or, at Landlord's option, Landlord shall have
        the
        right to execute such documents on behalf of Tenant as Tenant's
        attorney-in-fact. Tenant does hereby make, constitute and irrevocably appoint
        Landlord as Tenant's attorney-in-fact and in Tenant's name, place and stead
        to
        execute such documents in accordance with this Section.

      


      29. Options.

      


      29.1 Definition.
        As used
        in this Lease, the word "Option"
        has the
        following meaning: (1) the right or option to extend the Term of this Lease
        or
        to renew this Lease, (2) the option or right of first refusal to lease the
        Premises or the right of first offer to lease the Premises or the right of
        first
        refusal to lease other space within the Project or the right of first offer
        to
        lease other space within the Project, and (3) the right or option to terminate
        this Lease prior to its expiration date or to reduce the size of the Premises.
        Any Option granted to Tenant by Landlord must be evidenced by a written option
        agreement attached to this Lease as a rider or addendum or said option shall
        be
        of no force or effect.

      


      29.2 Options
        Personal.
        Each
        Option granted to Tenant in this Lease, if any, is personal to the original
        Tenant and may be exercised only by the original Tenant while occupying the
        entire Premises and may not be exercised or be assigned, voluntarily or
        involuntarily, by or to any person or entity other than Tenant, including,
        without limitation, any permitted transferee as defined in Section 16. The
        Options, if any, herein granted to Tenant are not assignable separate and
        apart
        from this Lease, nor may any Option be separated from this Lease in any manner,
        either by reservation or otherwise. If at any time an Option is exercisable
        by
        Tenant, the Lease has been assigned or a sublease exists as to any portion
        of
        the Premises, the Option shall be deemed null and void and neither Tenant
        nor
        any assignee or subtenant shall have the right to exercise the Option. For
        purposes of this Section 29.2 only, a Permitted Transferee shall be deemed
        to be
        the "original Tenant".

      


      29.3 Multiple
        Options.
        In the
        event that Tenant has multiple Options to extend or renew this Lease, a later
        Option cannot be exercised unless the prior Option to extend or renew this
        Lease
        has been so exercised.

      


      29.4 Effect
        of Default on Options.
        Tenant
        shall have no right to exercise an Option (i) during the time commencing
        from
        the date Landlord gives to Tenant a notice of default pursuant to
        Section 17.1 and continuing until the noncompliance alleged in said notice
        of default is cured, or (ii) if Tenant is in default of any of the terms,
        covenants or conditions of this Lease. The period of time within which an
        Option
        may be exercised shall not be extended or enlarged by reason of Tenant's
        inability to exercise an Option because of the provisions of this
        Section.

      


      29.5 Limitations
        on Options.
        Notwithstanding anything to the contrary contained in any rider or addendum
        to
        this Lease, any options, rights of first refusal or rights of first offer
        granted hereunder shall be subject and secondary to Landlord's right to first
        offer and lease any such space to any tenant who is then occupying or leasing
        such space at the time the space becomes available for leasing and shall
        be
        subject and subordinated to any other options, rights of first refusal or
        rights
        of first offer previously given to any other person or entity.

      


      29.6 Guarantees.
        Notwithstanding anything to the contrary contained in any rider or addendum
        to
        this Lease, Tenant's right to exercise and the effectiveness of an Option
        is
        conditioned upon Landlord's receipt from any prior tenant that has not been
        expressly released from liability under this Lease, and any guarantor of
        any
        obligation of Tenant under this Lease, of a written agreement reaffirming
        such
        person's obligations under this Lease or the guaranty, as modified by Tenant's
        exercise of the Option.

      


      See
        Addendum Paragraphs 3 and 4

      


      30. Landlord
        Reservations.
        Landlord shall have the right: (a) to change the name and address of the
        Project
        or Building upon not less than ninety (90) days prior written notice; (b)
        to
        permit any tenant the exclusive right to conduct any business as long as
        such
        exclusive right does not conflict with any rights expressly given herein;
        and
        (c) to place signs, notices or displays upon the roof, interior or exterior
        of
        the Building or Common Areas of the Project. Landlord reserves the right
        to use
        the exterior walls of the Premises, and the area beneath, adjacent to and
        above
        the Premises together with the right to install, use, maintain and replace
        equipment, machinery, pipes, conduits and wiring through the Premises, which
        serve other parts of the Project provided that Landlord's use does not
        unreasonably interfere with Tenant's use of the Premises.

      


      31. Changes
        to Project.
        Landlord shall have the right, in Landlord's sole discretion, from time to
        time,
        to make changes to the size, shape, location, number and extent of the
        improvements comprising the Project (hereinafter referred to as "Changes")
        including, but not limited to, the interior and exterior of buildings, the
        Common Areas, HVAC, electrical systems, communication systems, fire protection
        and detection systems, plumbing systems, security systems, parking control
        systems, driveways, entrances, parking spaces, parking areas and landscaped
        areas. In connection with the Changes, Landlord may, among other things,
        erect
        scaffolding or other necessary structures at the Project, limit or eliminate
        access to portions of the Project, including portions of the Common Areas,
        or
        perform work in the Building, which work may create noise, dust or leave
        debris
        in the Building. Tenant hereby agrees that such Changes and Landlord's actions
        in connection with such Changes shall in no way constitute a constructive
        eviction of Tenant or entitle Tenant to any abatement of rent. Landlord shall
        have no responsibility or for any reason be liable to Tenant for any direct
        or
        indirect injury to or interference with Tenant's business arising from the
        Changes, nor shall Tenant be entitled to any compensation or damages from
        Landlord for any inconvenience or annoyance occasioned by such Changes or
        Landlord's actions in connection with such Changes.

      


      32. Substitution
        of Other Premises.
        Landlord, at Landlord’s expense, at any time before or during the Term may
        relocate Tenant from the Premises to space of reasonably comparable size
        and
        utility (the “Relocation Space”) within the Building or other buildings within
        the Park upon sixty (60) days’ prior written notice to Tenant. From and after
        the date of the relocation, the Base Rent and Tenant’s Percentage Share shall be
        adjusted based on the rentable square footage of the Relocation Space. Landlord
        shall pay Tenant’s reasonable costs of relocation, including all costs for
        moving Tenants furniture, equipment, supplies and other personal property,
        as
        well as the cost of printing and distributing change of address notices to
        Tenant’s customers and one month’s supply of stationery showing the new
        address.

      


      33. Holding
        Over.
        If
        Tenant remains in possession of the Premises or any part thereof after the
        expiration or earlier termination of the Term hereof with Landlord's consent,
        such occupancy shall be a tenancy from month to month upon all the terms
        and
        conditions of this Lease pertaining to the obligations of Tenant, except
        that
        the Base Rent payable shall be the greater of (a) two hundred percent (200%)
        of
        the Base Rent payable immediately preceding the termination date of this
        Lease
        or (b) one hundred twenty-five percent (125%) of the fair market Base Rent
        for
        the Premises as of the date Tenant holds over, and all Options, if any, shall
        be
        deemed terminated and be of no further effect. If Tenant remains in possession
        of the Premises or any part thereof, after the expiration of the Term hereof
        without Landlord's consent, Tenant shall, at Landlord's option, be treated
        as a
        tenant at sufferance or a trespasser. Nothing contained herein shall be
        construed to constitute Landlord's consent to Tenant holding over at the
        expiration or earlier termination of the Lease Term or to give Tenant the
        right
        to hold over after the expiration or earlier termination of the Lease Term.
        Tenant hereby agrees to indemnify, hold harmless and defend Landlord from
        any
        cost, loss, claim or liability (including attorneys' fees) Landlord may incur
        as
        a result of Tenant's failure to surrender possession of the Premises to Landlord
        upon the termination of this Lease. 

      


      34. Landlord's
        Access.

      


      34.1 Access.
        Landlord and Landlord's agents, contractors and employees shall have the
        right
        to enter the Premises at reasonable times for the purpose of inspecting the
        Premises, performing any services required of Landlord, showing the Premises
        to
        prospective purchasers, lenders or tenants, undertaking safety measures and
        making alterations, repairs, improvements or additions to the Premises or
        to the
        Project. In the event of an emergency, Landlord may gain access to the Premises
        by any reasonable means, and Landlord shall not be liable to Tenant for damage
        to the Premises or to Tenant's property resulting from such access. Landlord
        may
        at any time place on or about the Building "for sale" or "for lease" signs
        and
        Landlord may at any time during the last one hundred twenty (120) days of
        the
        Term hereof place on or about the Premises "for lease" signs. 

      


      34.2 Keys.
        Landlord shall have the right to retain keys to the locks on the entry doors
        to
        the Premises and all interior doors at the Premises. 

      


      35. Security
        Measures.
        Tenant
        hereby acknowledges that Landlord shall have no obligation whatsoever to
        provide
        guard service or other security measures for the benefit of the Premises
        or the
        Project, and Landlord shall have no liability to Tenant due to its failure
        to
        provide such services. Tenant assumes all responsibility for the protection
        of
        Tenant, its agents, employees, contractors and invitees and the property
        of
        Tenant and of Tenant's agents, employees, contractors and invitees from acts
        of
        third parties. Nothing herein contained shall prevent Landlord, at Landlord's
        sole option, from implementing security measures for the Project or any part
        thereof, in which event Tenant shall participate in such security measures
        and
        the cost thereof shall be included within the definition of Operating Expenses,
        and Landlord shall have no liability to Tenant and its agents, employees,
        contractors and invitees arising out of Landlord's negligent provision of
        security measures. Landlord shall have the right, but not the obligation,
        to
        require all persons entering or leaving the Project to identify themselves
        to a
        security guard and to reasonably establish that such person should be permitted
        access to the Project.

      


      36. Easements.
        Landlord reserves to itself the right, from time to time, to grant such
        easements, rights and dedications that Landlord deems necessary or desirable,
        and to cause the recordation of parcel maps and restrictions, so long as
        such
        easements, rights, dedications, maps and restrictions do not unreasonably
        interfere with the use of the Premises by Tenant. Tenant shall sign any of
        the
        aforementioned documents within ten (10) days after Landlord's request, and
        Tenant's failure to do so shall constitute a material default by Tenant.
        The
        obstruction of Tenant's view, air or light by any structure erected in the
        vicinity of the Project, whether by Landlord or third parties, shall in no
        way
        affect this Lease or impose any liability upon Landlord.

      


      37. Transportation
        Management.
        Tenant
        shall fully comply at its sole expense with all present or future programs
        implemented or required by any governmental or quasi-governmental entity
        or
        Landlord to manage parking, transportation, air pollution or traffic in and
        around the Project or the metropolitan area in which the Project is
        located.

      


      38. 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.

      


      39. Time
        of Essence.
        Time is
        of the essence with respect to each of the obligations to be performed by
        Tenant
        and Landlord under this Lease.

      


      40. Definition
        of Additional Rent.
        All
        monetary obligations of Tenant to Landlord under the terms of this Lease,
        including, but not limited to, Base Rent, Tenant's Percentage Share of Operating
        Expenses, Tenant's Percentage Share of Real Property Taxes and late charges
        shall be deemed to be rent.

      


      41. Incorporation
        of Prior Agreements.
        This
        Lease and the attachments listed in Section 1.16 contain all agreements of
        the parties with respect to the lease of the Premises and any other matter
        mentioned herein. No prior or contemporaneous agreement or understanding
        pertaining to any such matter shall be effective. Except as otherwise stated
        in
        this Lease, Tenant hereby acknowledges that no real estate broker nor Landlord
        nor any employee or agents of any of said persons has made any oral or written
        warranties or representations to Tenant concerning the condition or use by
        Tenant of the Premises or the Project or concerning any other matter addressed
        by this Lease.

      


      42. Amendments.
        This
        Lease may be modified in writing only, signed by the parties in interest
        at the
        time of the modification. 

      


      43. Notices.
        All
        notices required or permitted by this Lease shall be in writing and may be
        delivered (a) in person (by hand, by messenger or by courier service), (b)
        by
        U.S. Postal Service regular mail, (c) by U.S. Postal Service certified mail,
        return receipt requested, (d) by U.S. Postal Service Express Mail, Federal
        Express or other overnight courier, or (e) by facsimile transmission, and
        shall
        be deemed sufficiently given if served in a manner specified in this Section.
        Any notice permitted or required hereunder, and any notice to pay rent or
        quit
        or similar notice, shall be deemed personally delivered to Tenant on the
        date
        the notice is personally delivered to any employee of Tenant at the Premises.
        The addresses set forth in Section 1.17 of this Lease shall be the address
        of each party for notice purposes. Landlord or Tenant may by written notice
        to
        the other specify a different address for notice purposes, except that upon
        Tenant's taking possession of the Premises, the Premises shall constitute
        Tenant's address for the purpose of mailing or delivering notices to Tenant.
        A
        copy of all notices required or permitted to be given to Landlord hereunder
        shall be concurrently transmitted to such party or parties at such addresses
        as
        Landlord may from time to time hereinafter designate by written notice to
        Tenant. Any notice sent by regular mail or by certified mail, return receipt
        requested, shall be deemed given three (3) days after deposited with the
        U.S.
        Postal Service. Notices delivered by U.S. Express Mail, Federal Express or
        other
        courier shall be deemed given on the date delivered by the carrier to the
        appropriate party's address for notice purposes. If any notice is transmitted
        by
        facsimile transmission, the notice shall be deemed delivered upon telephone
        confirmation of receipt of the transmission thereof at the appropriate party's
        address for notice purposes. A copy of all notices delivered to a party by
        facsimile transmission shall also be mailed to the party on the date the
        facsimile transmission is completed. If notice is received on Saturday, Sunday
        or a legal holiday, it shall be deemed received on the next business day.
        Nothing contained herein shall be construed to limit Landlord's right to
        serve
        any notice to pay rent or quit or similar notice by any method permitted
        by
        applicable law, and any such notice shall be effective if served in accordance
        with any method permitted by applicable law whether or not the requirements
        of
        this Section have been met. 

      


      44. Waivers.
        No
        waiver by Landlord or Tenant of any provision hereof shall be deemed a waiver
        of
        any other provision hereof or of any subsequent breach by Landlord or Tenant
        of
        the same or any other provision. Landlord's consent to, or approval of, any
        act
        shall not be deemed to render unnecessary the obtaining of Landlord's consent
        to
        or approval of any subsequent act by Tenant. The acceptance of rent hereunder
        by
        Landlord shall not be a waiver of any preceding breach by Tenant of any
        provision hereof, other than the failure of Tenant to pay the particular
        rent so
        accepted, regardless of Landlord's knowledge of such preceding breach at
        the
        time of acceptance of such rent. No acceptance by Landlord of partial payment
        of
        any sum due from Tenant shall be deemed a waiver by Landlord of its right
        to
        receive the full amount due, nor shall any endorsement or statement on any
        check
        or accompanying letter from Tenant be deemed an accord and satisfaction.
        Tenant
        hereby waives the protection of any statute which allows tenants to obtain
        relief from the forfeiture of a lease. Tenant hereby waives for Tenant and
        all
        those claiming under Tenant all rights now or hereafter existing to redeem
        by
        order or judgment of any court or by legal process or writ Tenant's right
        of
        occupancy of the Premises after any termination of this Lease.

      


      45. Covenants.
        This
        Lease shall be construed as though Landlord's covenants contained herein
        are
        independent and not dependent and Tenant hereby waives the benefit of any
        statute to the contrary. All provisions of this Lease to be observed or
        performed by Tenant are both covenants and conditions.

      


      46. Binding
        Effect; Choice of Law.
        Subject
        to any provision hereof restricting assignment or subletting by Tenant, this
        Lease shall bind the parties, their heirs, personal representatives, successors
        and assigns. This Lease shall be governed by the laws of the state in which
        the
        Project is located, and any litigation concerning this Lease between the
        parties
        hereto shall be initiated in the county in which the Project is
        located.

      


      47. Attorneys'
        Fees.
        If
        Landlord or Tenant brings an action to enforce the terms hereof or declare
        rights hereunder, the prevailing party in any such action, or appeal thereon,
        shall be entitled to its reasonable attorneys' fees and court costs to be
        paid
        by the losing party as fixed by the court in the same or separate suit, and
        whether or not such action is pursued to decision or judgment. The attorneys'
        fee award shall not be computed in accordance with any court fee schedule,
        but
        shall be such as to fully reimburse all attorneys' fees and court costs
        reasonably incurred in good faith. Landlord shall be entitled to reasonable
        attorneys' fees and all other 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.
        Landlord and Tenant agree that attorneys' fees incurred with respect to defaults
        and bankruptcy are actual pecuniary losses within the meaning of
        Section 365(b)(1)(B) of the Bankruptcy Code or any successor
        statute.

      


      48. Auctions.
        Tenant
        shall not conduct, nor permit to be conducted, either voluntarily or
        involuntarily, any auction or going-out-of-business sale upon the Premises
        or
        the Common Areas.

      


      49. Merger.
        The
        voluntary or other surrender of this Lease by Tenant, or a mutual cancellation
        thereof, or a termination by Landlord, shall not result in the merger of
        Landlord's and Tenant's estates and shall, at the option of Landlord, terminate
        all or any existing subtenancies or may, at the option of Landlord, operate
        as
        an assignment to Landlord of any or all of such subtenancies.

      


      50. Quiet
        Possession.
        Subject
        to the other terms and conditions of this Lease, and the rights of any lender,
        and provided Tenant is not in default hereunder, Tenant shall have quiet
        possession of the Premises for the entire Term hereof subject to all of the
        provisions of this Lease.

      


      51. Authority.
        If
        Tenant is a corporation, trust, limited liability company, limited liability
        partnership or general or limited partnership, Tenant, and each individual
        executing this Lease on behalf of such entity, represents and warrants that
        such
        individual is duly authorized to execute and deliver this Lease on behalf
        of
        said entity, that said entity is duly authorized to enter into this Lease,
        and
        that this Lease is enforceable against said entity in accordance with its
        terms.
        If Tenant is a corporation, trust, limited liability company, limited liability
        partnership or other partnership, Tenant shall deliver to Landlord upon demand
        evidence of such authority satisfactory to Landlord.

      


      52. Conflict.
        Except
        as otherwise provided herein to the contrary, any conflict between the printed
        provisions, exhibits, addenda or riders of this Lease and the typewritten
        or
        handwritten provisions, if any, shall be controlled by the typewritten or
        handwritten provisions.

      


      53. Multiple
        Parties.
        If more
        than one person or entity is named as Tenant herein, the obligations of Tenant
        shall be the joint and several responsibility of all persons or entities
        named
        herein as Tenant. Service of a notice in accordance with Section 43 on one
        Tenant shall be deemed service of notice on all Tenants.

      


      54. Interpretation.
        This
        Lease shall be interpreted as if it was prepared by both parties, and
        ambiguities shall not be resolved in favor of Tenant because all or a portion
        of
        this Lease was prepared by Landlord. The captions contained in this Lease
        are
        for convenience only and shall not be deemed to limit or alter the meaning
        of
        this Lease. As used in this Lease, the words tenant and landlord include
        the
        plural as well as the singular. Words used in the neuter gender include the
        masculine and feminine gender.

      


      55. Prohibition
        Against Recording.
        Neither
        this Lease, nor any memorandum, affidavit or other writing with respect thereto,
        shall be recorded by Tenant or by anyone acting through, under or on behalf
        of
        Tenant. Landlord shall have the right to record a memorandum of this Lease,
        and
        Tenant shall execute, acknowledge and deliver to Landlord for recording any
        memorandum prepared by Landlord.

      


      56. Relationship
        of Parties.
        Nothing
        contained in this Lease shall be deemed or construed by the parties hereto
        or by
        any third party to create the relationship of principal and agent, partnership,
        joint venturer or any association between Landlord and Tenant.

      


      57. Security
        Interest.  

      In
        consideration of the covenants and agreements contained herein, and as a
        material consideration to Landlord for entering into this Lease, Tenant hereby
        unconditionally grants to Landlord a continuing security interest in and
        to all
        personal property of Tenant located or left at the Premises and the Security
        Deposit, if any, and any advance rent payment or other deposit, now in or
        hereafter delivered to or coming into the possession, custody or control
        of
        Landlord, by or for the account of Tenant, together with any increase in
        profits
        or proceeds from such property. The security interest granted to Landlord
        hereunder secures payment and performance of all obligations of Tenant under
        this Lease now or hereafter arising or existing, whether direct or indirect,
        absolute or contingent, or due or to become due. In the event of a default
        under
        this Lease which is not cured within the applicable grace period, if any,
        Landlord is and shall be entitled to all the rights, powers and remedies
        granted
        a secured party under the State of Maryland Commercial Code and otherwise
        available at law or in equity, including, but not limited to, the right to
        retain as damages the personal property, Security Deposit and other funds
        held
        by Landlord, without additional notice or demand regarding this security
        interest. Tenant agrees that it will execute such other documents or instruments
        as may be reasonably necessary to carry out and effectuate the purpose and
        terms
        of this Section, or as otherwise reasonably requested by Landlord, including
        without limitation, execution of a UCC-1 financing statement. Tenant's failure
        to execute such documents within ten (10) days after written demand shall
        constitute a material default by Tenant hereunder and, at Landlord's option,
        Landlord shall have the right to execute such documents on behalf of Tenant
        as
        Tenant's attorney-in-fact. Tenant does hereby make, constitute and irrevocably
        appoint Landlord as Tenant's attorney-in-fact, and Landlord shall have the
        right
        to execute such documents in Tenant's name. Tenant hereby waives any rights
        it
        may have under the State of Maryland Civil Code which are inconsistent with
        Landlord's rights under this Section. Landlord's rights under this Section
        are
        in addition to Landlord's rights under Sections 7 and 17.

      


      58. Rules
        and Regulations.
        Tenant
        agrees to abide by and conform to the Rules and to cause its employees,
        suppliers, customers and invitees to so abide and conform. Landlord shall
        have
        the right, from time to time, to modify, amend and enforce the Rules in a
        nondiscriminatory manner. Landlord shall not be responsible to Tenant for
        the
        failure of other persons, including, but not limited to, other tenants, their
        agents, employees and invitees, to comply with the Rules.

      


      59. Right
        to Lease.
        Landlord reserves the absolute right to effect such other tenancies in the
        Project as Landlord in its sole discretion shall determine, and Tenant is
        not
        relying on any representation that any specific tenant or number of tenants
        will
        occupy the Project.

      


      60. Confidentiality.
        Tenant
        acknowledges and agrees that the terms of this Lease are confidential and
        constitute proprietary information of Landlord. Disclosure of the terms hereof
        could adversely affect the ability of Landlord to negotiate other leases
        with
        respect to the Project and may impair Landlord's relationship with other
        tenants
        of the Project. Tenant agrees that it and its partners, officers, directors,
        employees, brokers, and attorneys, if any, shall not disclose the terms and
        conditions of this Lease to any other person or entity without the prior
        written
        consent of Landlord, which may be given or withheld by Landlord, in Landlord's
        sole discretion. It is understood and agreed that damages alone would be
        an
        inadequate remedy for the breach of this provision by Tenant, and Landlord
        shall
        also have the right to seek specific performance of this provision and to
        seek
        injunctive relief to prevent its breach or continued breach.

      


      61.  OFAC
        Certification.
        

      


      61.1. Tenant
        certifies that: (i) It
        is not
        acting, directly or indirectly, for or on behalf of any person, group, entity,
        or nation named by any Executive Order or the United States Treasury Department
        as a terrorist, “Specially Designated National and Blocked Person,” or other
        banned or blocked person, entity, nation, or transaction pursuant to any
        law,
        order, rule, or regulation that is enforced or administered by the Office
        of
        Foreign Assets Control; and (ii) It is not engaged in this transaction, directly
        or indirectly on behalf of, or instigating or facilitating this transaction,
        directly or indirectly on behalf of, any such person, group, entity, or
        nation.

      


      61.2. Tenant
        hereby agrees to defend, indemnify, and hold harmless Landlord from and against
        any and all claims, damages, losses, risks, liabilities, and expenses (including
        attorney’s fees and costs) arising from or related to any breach of the
        foregoing certification.

      


      62. Waiver
        of Jury Trial.
        LANDLORD AND TENANT HEREBY WAIVE THEIR RESPECTIVE RIGHT TO TRIAL BY JURY
        OF ANY
        CAUSE OF ACTION, CLAIM, COUNTERCLAIM OR CROSS-COMPLAINT IN ANY ACTION,
        PROCEEDING AND/OR HEARING BROUGHT BY EITHER LANDLORD AGAINST TENANT OR TENANT
        AGAINST LANDLORD ON ANY MATTER WHATSOEVER ARISING OUT OF, OR IN ANY WAY
        CONNECTED WITH, THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT, TENANT'S
        USE OR OCCUPANCY OF THE PREMISES, OR ANY CLAIM OF INJURY OR DAMAGE, OR THE
        ENFORCEMENT OF ANY REMEDY UNDER ANY LAW, STATUTE, OR REGULATION, EMERGENCY
        OR
        OTHERWISE, NOW OR HEREAFTER IN EFFECT.


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      


      LANDLORD
        AND TENANT ACKNOWLEDGE THAT THEY HAVE CAREFULLY READ AND REVIEWED THIS LEASE
        AND
        EACH TERM AND PROVISION CONTAINED HEREIN AND, BY EXECUTION OF THIS LEASE,
        SHOW
        THEIR INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE THAT,
        AT
        THE TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY
        REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LANDLORD AND TENANT WITH
        RESPECT TO THE PREMISES. TENANT ACKNOWLEDGES THAT IT HAS BEEN GIVEN THE
        OPPORTUNITY TO HAVE THIS LEASE REVIEWED BY ITS LEGAL COUNSEL PRIOR TO ITS
        EXECUTION. PREPARATION OF THIS LEASE BY LANDLORD OR LANDLORD'S AGENT AND
        SUBMISSION OF SAME TO TENANT SHALL NOT BE DEEMED AN OFFER BY LANDLORD TO
        LEASE
        THE PREMISES TO TENANT OR THE GRANT OF AN OPTION TO TENANT TO LEASE THE
        PREMISES. THIS LEASE SHALL BECOME BINDING UPON LANDLORD ONLY WHEN FULLY EXECUTED
        BY BOTH PARTIES AND WHEN LANDLORD HAS DELIVERED A FULLY EXECUTED ORIGINAL
        OF
        THIS LEASE TO TENANT.

       

      
        	
                LANDLORD

              	
                TENANT*

              
	
                MM
                  INDUSTRIAL MEMPHIS, LLC,

                a
                  Delaware limited liability company

              	
                MYRIAD
                  ENTERTAINMENT AND RESORTS,
                  INC.

                a
                  Delaware Corporation

              
	
                 

                By: Multi
                  Market Industrial LLC, a Delaware limited liability company, its
                  sole
                  member

                 

                By: TA
                  Realty LLC, a Delaware limited liability company, its manager

                 

                By: Realty
                  Associates Advisors LLC, a Delaware limited liability company,
                  its
                  manager

                 

                By: Realty
                  Associates Advisors Trust, a Massachusetts business trust, sole
                  Member

                 

                 

                By: /s/ 

                [Officer]

              	
                 

                 

                 

                By: /s/

                 

                 

                (Print
                  Name)

                 

                 

                Its: 

                (Print
                  Title)

                 

                By:
                   

                 

                 

                (Print
                  Name)

                 

                Its: 

                (Print
                  Title)

              
	
                Date:
                   

                 

              	
                Date:
                   

              


      

       

      *If
        Tenant is a corporation, the authorized officers must sign on behalf of the
        corporation and indicate the capacity in which they are signing. The Lease
        must
        be executed by the president or vice president and
        the
        secretary or assistant secretary, unless
        the
        bylaws or a resolution of the board of directors shall otherwise provide,
        in
        which event, the bylaws or a certified copy of the resolution, as the case
        may
        be, must be attached to this Lease.

      



      Addendum

      


      Addendum
        to Standard Industrial Lease (the "Lease")

      dated
        the 31st day of July, 2006 Between

      MM
        Industrial Memphis,
        LLC
        ("Landlord") and

      Myriad
        Entertainment and Resorts ("Tenant")

      


      It
        is
        hereby agreed by Landlord and Tenant that the provisions of this Addendum
        are a
        part of the Lease. If there is a conflict between the terms and conditions
        of
        this Addendum and the terms and conditions of the Lease, the terms and
        conditions of this Addendum shall control. Capitalized terms in this Addendum
        shall have the same meaning as capitalized terms in the Lease, and, if a
        Work
        Letter Agreement is attached to this Lease, as those terms have been defined
        in
        the Work Letter Agreement.

      


      1. Landlord’s
        Work.
        On or
        before the Commencement Date, Landlord, at Landlord’s sole cost and expense,
        shall construct those tenant improvements (“Landlord’s Work”) for the Premises
        using Building standard materials and finishes. In addition, all mechanical,
        plumbing, electrical and HVAC systems serving the Premises shall be in good
        working order as of the Commencement Date. Thereafter, Tenant shall be obligated
        for the repair, replacement and maintenance of such systems in accordance
        with
        the terms of the Lease. Except as expressly provided herein, Tenant hereby
        agrees to accept the Premises in its "as-is" condition existing on the
        Commencement Date.

       

      2. Rent
        Abatement.
        Notwithstanding anything to the contrary contained in this Lease, no Base
        Rent
        shall be paid by Tenant for the first three (3) full consecutive calendar
        months
        of the Term of this Lease. No other amounts due to Landlord under this Lease
        other than the Base Rent shall be abated, except as expressly provided herein.
        Base Rent for any period following the Commencement Date which is prior to
        the
        first full calendar month of the Term shall be prorated based upon the actual
        number of days of the calendar month involved and Tenant shall be responsible
        for the payment of such amount. In the event Tenant commits a default as
        defined
        in Section 17 of the Lease, Base Rent coming due thereafter shall not be
        waived,
        and all Base Rent that Landlord conditionally waived in the past shall be
        immediately due and payable by Tenant to Landlord without notice or demand
        from
        Landlord. If the Lease expires in accordance with its terms, and does not
        terminate as a result of a default by Tenant, Landlord agrees to permanently
        waive the Base Rent it has conditionally waived.

      


      3. Option
        to Renew.
        Subject
        to the provisions of Section 29 of the Lease, provided that Tenant is not
        in
        default beyond the expiration of any applicable notice and cure period at
        the
        time of Tenant’s exercise of the Option or at the commencement of the extended
        term, Tenant shall have one (1) three (3) year Option to renew this Lease.
        Tenant shall provide to Landlord on a date which is prior to the date that
        the
        Option period would commence (if exercised) by at least one hundred eighty
        (180)
        days but not more than two hundred seventy (270) days, a written notice of
        the
        exercise of the Option to extend the Lease for the additional Option term,
        time
        being of the essence. Such notice shall be given in accordance with Section
        43
        of the Lease. If notification of the exercise of the Option is not so given
        and
        received, the Option granted hereunder shall automatically expire. Base Rent
        applicable to the Premises during the Option term shall be the prevailing
        market
        rental then in effect for comparable space in the Project as of the commencement
        of such Option term (as reasonably determined by Landlord). All other terms
        and
        conditions of the Lease shall remain the same.

       

      4. Right
        of First Refusal.
        Subject
        to the provisions of Section 29 of the Lease, including without limitation
        Landlord's right to first offer and lease any such space to any tenant who
        is
        then occupying or leasing such space at the time the space becomes available
        for
        leasing, and subject to all other options held by tenants of the Project
        and
        provided Tenant is not in default under the Lease beyond the expiration of
        any
        applicable notice and cure period at the time it exercises this Option or
        at the
        commencement of the term with respect to the Option Space, Tenant shall have
        the
        right of first refusal to lease the approximately Four Thousand (4,000) rentable
        square feet immediately adjacent to the Premises and currently known as Suite
        113 as shown on Exhibit A-1 attached hereto (the "Option Space"). Prior to
        entering into a lease for any of the Option Space, Landlord shall give Tenant
        written notice of all the terms and conditions of a bona fide third-party
        offer
        ("Offered Terms") Landlord has received for the Option Space. Tenant may
        exercise such right only as to all of the Option Space and all of the Offered
        Terms described in the Landlord's notice, and not to merely a part of such
        Option Space or such Offered Terms. Notwithstanding anything to the contrary
        contained herein, whether solicited by Landlord or otherwise, if the Option
        Space is merely a demised or undemised portion of a larger contiguous or
        non-contiguous space on which Landlord receives a bona fide third-party offer,
        then such space shall not be considered to be the Option Space for purposes
        hereof and Tenant’s rights shall not arise hereunder and Tenant shall have no
        rights in or to the Option Space in such a case in which case Landlord shall
        have no obligation to provide Tenant with notice of such offer. Tenant shall
        have seven (7) days in which to elect to lease the Option Space, time being
        of
        the essence. Such notice shall be given in accordance with Section 43 of
        the
        Lease. If Tenant does not give Landlord written notice of its election to
        lease
        such Option Space within the seven (7) day period, Landlord shall thereafter
        be
        free to lease such Option Space to any third party on any terms and conditions
        that Landlord shall select, with no further obligation to Tenant. In the
        event
        that Landlord offers any space to Tenant pursuant to this right of first
        refusal, and Tenant elects not to lease the space, the space so offered shall
        no
        longer be subject to this right of first refusal, and thereafter Landlord
        shall
        not be obligated to offer said space to Tenant. In the event Tenant exercises
        the Option pursuant to this provision, then, the parties shall promptly execute
        an amendment to this Lease incorporating the Offered Terms.

      


      5. Service
        Providers.
        Tenant
        shall be permitted, at Tenant’s sole cost and expense, to install a T-1 line and
        to obtain DSL service in the Building. Any construction required in connection
        with such installation of the T-1 line and the DSL service shall be subject
        to
        Section 13 of the Lease. Landlord makes no representation or warranty to
        Tenant
        regarding the availability of any such service to the Building.

      


      



      EXHIBIT
        A

      


      PREMISES

      



      EXHIBIT
        A-1

      


      OPTION
        SPACE

      


      


      



      EXHIBIT
        B

      


      VERIFICATION
        LETTER

      


       

      MYRIAD
        ENTERTAINMENT AND RESORTS, INC a
        Delaware corporation ("Tenant") hereby certifies that it has entered into
        a
        lease with MM
        INDUSTRIAL MEMPHIS, LLC,
        a
        Delaware limited liability company, ("Landlord") and verifies the following
        information as of the _______ day of _______________, 2006:

      


      


      


      


      


      Number
        of
        Rentable Square Feet in Premises:

      Commencement
        Date:

      Lease
        Termination Date:

      Tenant's
        Percentage Share:

      Initial
        Base Rent:

      Billing
        Address for Tenant:

       

       

      Attention:

      Telephone
        Number:

      Federal
        Tax I.D. No.:

      


      


       

      Tenant
        acknowledges and agrees that all tenant improvements Landlord is obligated
        to
        make to the Premises, if any, have been completed and that Tenant has accepted
        possession of the Premises and that as of the date hereof, there exist no
        offsets or defenses to the obligations of Tenant under the Lease. Tenant
        acknowledges that it has inspected the Premises and found them suitable for
        Tenant's intended commercial purposes.

      


      


      TENANT

       

      MYRIAD
        ENTERTAINMENT AND RESORTS, INC.

      a
        Delaware corporation

       

      By:  

       

       

      (print
        name)

       

      Its:   

      (print
        title)

      


      


      


      [SIGNATURES
        CONTINUE ON NEXT PAGE]


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      


      ACKNOWLEDGED
        AND AGREED TO:

      


      
        	
                LANDLORD

              
	
                MM
                  INDUSTRIAL MEMPHIS, LLC,

                a
                  Delaware limited liability company

              
	
                 

                By: Multi
                  Market Industrial LLC, a Delaware limited liability company, its
                  sole
                  member

                 

                By: TA
                  Realty LLC, a Delaware limited liability company, its manager

                 

                By: Realty
                  Associates Advisors LLC, a Delaware limited liability company,
                  its
                  manager

                 

                By: Realty
                  Associates Advisors Trust, a Massachusetts business trust, sole
                  Member

                 

                 

                By:  

                [Officer]

              


      

      


      



      EXHIBIT
        C

      


      RULES
        AND
        REGULATIONS

      


      GENERAL
        RULES

      


      


      Tenant
        shall faithfully observe and comply with the following Rules and
        Regulations:

      


      1. Tenant
        shall not alter any locks or install any new or additional locks or bolts
        on any
        doors or windows of the Premises without obtaining Landlord's prior written
        consent. Tenant shall bear the cost of any lock changes or repairs required
        by
        Tenant. 

      


      2. Access
        to
        the Project may be refused unless the person seeking access has proper
        identification or has a previously received authorization for access to the
        Project. Landlord and its agents shall in no case be liable for damages for
        any
        error with regarding to the admission to or exclusion from the Project of
        any
        person. In case of invasion, mob, riot, public excitement or other commotion,
        Landlord reserves the right to prevent access to the Project during the
        continuance thereof by any means it deems appropriate for the safety and
        protection of life and property.

      


      3. No
        cooking shall be done or permitted on the Premises, nor shall the Premises
        be
        used for any improper, objectionable or immoral purposes. Notwithstanding
        the
        foregoing, Underwriters' Laboratory-approved equipment and microwave ovens
        may
        be used in the Premises for heating food and brewing coffee, tea, hot chocolate
        and similar beverages for employees and visitors of Tenant, provided that
        such
        use is in accordance with all applicable federal, state and city laws, codes,
        ordinances, rules and regulations; and provided further that such cooking
        does
        not result in odors escaping from the Premises.

      


      4. No
        boring
        or cutting for wires shall be allowed without the consent of Landlord. Tenant
        shall not install any radio or television antenna, satellite dish, loudspeaker
        or other device on the roof or exterior walls of the Building. Tenant shall
        not
        interfere with broadcasting or reception from or in the Project or
        elsewhere.

      


      5. Landlord
        reserves the right to exclude or expel from the Project any person who, in
        the
        judgment of Landlord, is intoxicated or under the influence of liquor or
        drugs,
        or who shall in any manner do any act in violation of any of these Rules
        and
        Regulations.

      


      6. Tenant
        shall store all its trash and garbage within the interior of the Premises
        or in
        other locations approved by Landlord, in Landlord's sole discretion. No material
        shall be placed in the trash boxes or receptacles if such material is of
        such
        nature that it may not be disposed of in the ordinary and customary manner
        of
        removing and disposing of trash in the vicinity of the Project without violation
        of any law or ordinance governing such disposal.

      


      7. Tenant
        shall comply with all safety, fire protection and evacuation procedures and
        regulations established by Landlord or any governmental agency.

      


      PARKING
        RULES

      


      1. Tenant
        shall not permit or allow any vehicles that belong to or are controlled by
        Tenant or Tenant's employees, suppliers, shippers, customers or invitees
        to be
        loaded, unloaded or parked in areas other than those designated by Landlord
        for
        such activities and at times approved by Landlord. Users of the parking area
        will obey all posted signs and park only in the areas designated for vehicle
        parking. Tenant and its customers, employees, shippers and invitees shall
        comply
        with all rules and regulations adopted by Landlord from time to time relating
        to
        truck parking and/or truck loading and unloading.

      


      2. Landlord
        reserves the right to relocate all or a part of parking spaces within the
        parking area.

      


      3. Landlord
        will not be responsible for any damage to vehicles, injury to persons or
        loss of
        property, all of which risks are assumed by the party using the parking
        area.

      


      4. The
        maintenance, washing, waxing or cleaning of vehicles in the parking area
        or
        Common Areas is prohibited.

      


      5. Tenant
        shall be responsible for seeing that all of its employees, agents, contractors
        and invitees comply with the applicable parking rules, regulations, laws
        and
        agreements.

      


      6. At
        Landlord's request, Tenant shall provide Landlord with a list which includes
        the
        name of each person using the parking facilities based on Tenant's parking
        rights under this Lease and the license plate number of the vehicle being
        used
        by that person. Tenant shall provide Landlord with an updated list within
        five
        (5) days after any part of the list becomes inaccurate.

      


      Landlord
        reserves the right at any time to change or rescind any one or more of these
        Rules and Regulations, or to make such other and further reasonable Rules
        and
        Regulations as in Landlord's judgment may from time to time be necessary
        for the
        management, safety, care and cleanliness of the Project, and for the
        preservation of good order therein, as well as for the convenience of other
        occupants and tenants therein. Landlord may waive any one or more of these
        Rules
        and Regulations for the benefit of any particular tenant, but no such waiver
        by
        Landlord shall be construed as a waiver of such Rules and Regulations in
        favor
        of any other tenant, nor prevent Landlord from thereafter enforcing any such
        Rules or Regulations against any or all tenants of the Project. Tenant shall
        be
        deemed to have read these Rules and Regulations and to have agreed to abide
        by
        them as a condition of its occupancy of the Premises.

      


      



      SCHEDULE
        1

      


      LANDLORD’S
        WORK

      


      


      


      Landlord
        shall provide the following improvements:

      


      1. Repaint
        the painted wall surfaces of the Premises with one (1) coat of Building standard
        paint in a color to be selected by Tenant from a color selection provided
        by
        Landlord.

      


      2. Recarpet
        the carpeted areas of the Premises with Building standard carpet in a color
        to
        be selected by Tenant from a color selection provided by Landlord.

      


      3. Install
        one (1) overhead door in the rear of the Premises in a location to be mutually
        and reasonably agreed upon by Landlord and Tenant.