{"id":41742,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/501-second-street-san-francisco-ca-office-lease-south-beach.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"501-second-street-san-francisco-ca-office-lease-south-beach","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/land\/501-second-street-san-francisco-ca-office-lease-south-beach.html","title":{"rendered":"501 Second Street (San Francisco, CA) Office Lease &#8211; South Beach Development Co. and Greet Street"},"content":{"rendered":"<pre>\n\n                                  OFFICE LEASE\n                             BASIC LEASE INFORMATION\n\n        Lease Date:   September 1, 1997\n\n        Landlord:     SOUTH BEACH DEVELOPMENT COMPANY,\n                      a California general partnership\n\n        Address of Landlord. 501 Second Street, Suite 214\n                             San Francisco, Ca 94107\n\n        Tenant: The Virtual Mall, Inc., California corporation\n                dba Greet Street\n\n        Address of Tenant:   123 Townsend Street, 3rd Floor\n                             San Francisco, Ca 94107\n\n        Building:       501 Second Street, San Francisco, California\n\n        SECTION 1.1     Floor(s) and\/or Suite(s): Suite 114\n                        Rentable Area of Premises: 8,553 square feet\n\n        SECTION 2.1     Commencement Date: October 1, 1997\n                        Expiration Date: September 30, 1999\n\n        SECTION 3.1     Monthly Rent, 19ee Exhibits B, E and F\n\n        SECTION 3.2     Advance Rent S 17,106.00\n\n        SECTION 3.5     Security Deposit S 18,175.13\n\n        SECTION 4.1(a)  Tenant's Percentage Share' 4.53%\n\n        SECTION 4.1(b)  Base Year 1998 calendar year\n\n        SECTION 5.1     Tenants Share of Improvement Costs: See Exhibit C\n\n        SECTION 17.2    Insurance: $1,500,000\n\n        SECTION 24.1    Parking Spaces: five(5) spaces in the Garage and\n                                        zero spaces in the Federal Street\n                                        Parking Area\n\n        SECTION 24.2    Rentable Area of Storage Space- N\/A\n\n        SECTION 26.14   Broker General Atlantic Properties, Inc.\n\n        EXHIBITS        Exhibit A-Floor Plans\n        ATTACHED:       Exhibit B-Monthly Premises Rent\n                        Exhibit C-Tenant Improvements\n                        Exhibit D-Rules and Regulations\n                        Exhibit E-Monthly Parking Rent\n                        Exhibit F-Monthly Storage Rent\n\n        ADDENDUMS\n        ATTACHED:       None\n\nThe foregoing Basic Lease Information is hereby incorporated into and made a\npart of this Lease. Each reference in this Lease to any of the Basic Lease\nInformation shall mean the respective information hereinabove set forth and\nshall be construed to incorporate all of the terms provided under the particular\nLease section pertaining to such information. In the event of any conflict\nbetween any Basic Lease Information and the Lease, the latter shall control.\n\n\n\n                                       1.\n\n\n                              STANDARD OFFICE LEASE\n\nTHIS LEASE is made and entered into this 1st day of September, 1997 by and\nbetween SOUTH BEACH DEVELOPMENT COMPANY, a California general partnership\n(herein called \"landlord\"), and The Virtual Mall, Inc., a California\ncorporation, dba Greet Street (herein called \"Tenant\").\n\n                                   WITNESSETH:\n\nLandlord and Tenant hereby covenant and agree as follows:\n\n1.      PREMISES\n\n        1.1 Upon and subject to the terms, covenants, and conditions hereinafter\nset forth, Landlord leases to Tenant and Tenant hires from Landlord, those\npremises (herein called the \"Premises\") in the building commonly known as 501\nSecond Street, San Francisco, California (the \"Building\"), comprising the area\nsubstantially as shown on the floor plan or plans that have been initialed by\nLandlord and Tenant and are attached hereto as Exhibit A. The Premises contain\nthe rentable area specified in the Basic Lease Information and are located on\nthe floor(s) of the Building that is (are) specified in the Basic Lease\nInformation. The Building contains seven (7) occupied floors (\"Floors 1-7\") plus\none floor of storage and auxiliary use (the \"Terrace\") and one floor of parking\n(the \"Garage\"). Additional parking is located along the south side of the\nBuilding adjacent to Federal Street (the \"Federal Street Parking Area\"). The\nBuilding the land upon which the Building stands, together with utilities,\nfacilities, drives walkways and other amenities appurtenant to or servicing the\nBuilding are herein sometimes collectively called the \"Real Property.\" The Real\nProperty and certain adjacent parcels comprise the \"Complex.\" Covenants (the\n\"Complex Covenants\") dealing with various shared facilities and services as well\nas other matters encumber the Real Property and the other Is in the Complex.\n\n        1.2 The purpose of Exhibit A is to show the approximate location of the\nPremises in the Building only, and such Exhibit is not meant to constitute an\nagreement as to the construction of the Premises, the rentable area thereof, or\nthe specific location of the common area or the elements thereof or of the\naccessways to the Premises or the Building.\n\n2.      TERM\n\n        2.1 The Premises are leased for a term (herein called the \"Term\") which\ncommences on the \"Commencement Date\" and terminates on the \"Expiration Date,\"\nwhich dates are collectively specified in the Basic Lease Information, unless\nthe Term shall sooner terminate as hereinafter provided. Notwithstanding the\nforegoing, if Landlord, for any reason beyond its reasonable control, is unable\nto deliver possession of the Premises to Tenant on or prior to the Commencement\nDate set forth in the Basic Lease Information, this Lease shall not be void or\nvoidable, nor shall Landlord be liable to Tenant for any loss or damage\nresulting therefrom, but in that event, Rent and Additional Charges (as defined\nin Article 3) shall be abated for the period of time between the Commencement\nDate set forth in the Basic Lease Information and the time when Landlord can\ndeliver possession as provided in Section 5 below. No delay in delivery of\npossession shall operate to extend the Expiration Date beyond the date specified\nin the Basic Lease Information.\n\n        2.2 In the event that Tenant takes occupancy of the Premises prior to\nthe Commencement Date, Tenant's obligations, including the obligation to pay\nrent, under this Lease shall commence upon such occupancy, and shall continue\nuntil the Expiration Date. Notwithstanding the above, following execution of\nthis Lease, Tenant shall have access to the Premises for purposes of installing\nfurniture, cabling and other equipment, provided it does not interfere with the\nconstruction of the Tenant Improvements at the Premises. Such access shall not\nobligate Tenant to pay any rent under the Lease.\n\n        2.3 Notwithstanding anything to the contrary herein contained, in the\nevent that possession of the Premises has not been delivered to Tenant within\ntwo (2) months after the Commencement Date, then this Lease shall be\nautomatically terminated without any further act of either party hereto and both\nparties hereto shall be released from all obligations hereunder, and all prepaid\nrents and deposits shall be returned to Tenant.\n\n3.      RENT, ADDITIONAL CHARGES AND SECURITY DEPOSIT\n\n        3.1 Tenant shall pay to Landlord during the Term the monthly rent\nspecified in Exhibits B, E and F (collectively referred to herein as \"Rent\"),\nwhich sums shall be payable by Tenant on or before the first day of each month,\nin advance, at the address specified for Landlord in the Basic Lease\nInformation, or such other place as Landlord shall designate, without any prior\ndemand therefor and without any deductions or setoff whatsoever. If the\nCommencement Date should occur on a day other than the first day of a calendar\nmonth, or the Expiration Date should occur on a day other than the last day of a\ncalendar month, then the rental for such fractional month shall be prorated upon\na daily basis based upon a thirty (30) day calendar month.\n\n        3.2 Upon the execution hereof, Tenant shall pay to Landlord the sum of\n\"Advance Rent\" specified in the Basic Lease Information. Such Advance Rent shall\nbe applied to the first Rent due pursuant to Section 3.1.\n\n\n                                       2.\n\n\n        3.3 Tenant shall pay to Landlord all charges and other amounts specified\nin this Lease (herein called \"Additional Charges\"), including, without\nlimitation, any increase in the Rent resulting from the provisions of Article 4\nhereof. All such amounts and charges shall be payable to Landlord at the place\nwhere the Rent is payable. Landlord shall have the same remedies for a default\nin the payment of Additional Charges as for a default in the payment of Rent.\n\n        3.4 If Tenant shall fail to pay any Rent or Additional Charges within\nten (10) days after the date same are due and payable, such unpaid amounts shall\nbe subject to a late payment charge equal to five percent (5%) of such unpaid\namounts in each instance to cover Landlord's additional administrative costs\nresulting from Tenant's failure. Such late payment charge shall be paid to\nLandlord together with such unpaid amounts. Any payment to Landlord following\nthe service upon Tenant a three (3) day notice to pay Rent or quit shall be in\nthe form of a certified or cashier's check.\n\n        3.5 By execution of this Lease, Landlord acknowledges receipt of\nTenant's security deposit (the \"Security Deposit\") in the amount set forth in\nthe Basic Lease Information. The Security Deposit shall be held by Landlord as\nsecurity for Tenant's faithful performance of all terms, covenants and\nconditions of this Lease. Tenant agrees that Landlord may, without waiving any\nof Landlord's other rights and remedies under this Lease upon the occurrence of\nany of the events of default described in Article 16 hereof, apply the Security\nDeposit to remedy any failure by Tenant to repair or maintain the Premises or to\nperform any other terms, covenants or conditions contained herein. Landlord will\nwithin thirty (30) days following the termination hereof return said sum to\nTenant or the last permitted assignee of Tenant's interest hereunder, less any\namounts retained by Landlord to cure any default by Tenant. Should Landlord use\nany portion of the Security Deposit to cure any default by Tenant hereunder,\nTenant shall within five (5) days after written demand therefor deposit cash\nwith Landlord sufficient to restore the Security Deposit to its original amount.\nLandlord shall not be required to keep the Security Deposit separate from its\ngeneral funds, and Tenant shall not be entitled to interest thereon.\n\n4.      TENANT'S SHARE OF INCREASED COSTS\n\n        4.1 For purposes of this Lease, the following terms shall have the\nmeanings hereinafter set forth\n\n                (a) \"Tenants Percentage Sham\" shall mean the percentage figure\nso specified in the Basic Lease Information. Tenant's Percentage Share has been\ncomputed by dividing the rentable area of the Premises by the total rentable\narea of Floor 1-7 and multiplying the resulting quotient by 100. In the event\nthat either the rentable area of the Premises or the total rentable area of\nFloors 1-7 is changed, Tenants Percentage Share will be appropriately adjusted\n\n                (b) \"Base Year\" shall mean the twelve-month period commencing on\nJanuary I of the year identified as the Base Year in, the Basic Lease\nInformation.\n\n                (c) \"Real Estate Taxes\" shall mean all taxes, assessments and\ncharges levied upon or with respect to the Real Property or any personal\nproperty of Landlord used in the operation thereof or Landlord's interest in the\nReal Property or such personal property. Real Estate Taxes shall include,\nwithout limitation, all general real property taxes and general and special\nassessments charges, fees or assessments for transit, housing, police, fire or\nother governmental services or purported benefits to the Real Property, service\npayments in lieu of taxes, and any tax, fee or excise on the act of entering\ninto this Leas or any other lease of space in the Building, or on the use or\noccupancy of the Real Property or any part thereof, or on the rent payable under\nany lease or in connection with the business of renting space in the Building,\nthat are now or hereafter levied or assessed against Landlord by the United\nStates of America, the State of California, or any political subdivision, public\ncorporation, district or other political or public entity, and shall also\ninclude any other tax, fee or other excise, however described, that may be\nlevied or assessed as a substitute for, in whole or in part, any other Real\nEstate Taxes, whether or not now customary or in the contemplation of the\nparties on the date of this Lease. Real Estate Taxes shall not include late\ncharges or interest on Real Estate Taxes, franchise, transfer, inheritance,\ncapital stock or income taxes unless, due to a change in the method of taxation,\nany of such taxes is levied or assessed against Landlord as a substitute for,\nany other tax that would otherwise constitute a Real Estate Tax. Real Estate\nTaxes shall also include reasonable legal fees, costs and disbursements incurred\nin connection with proceedings to contest, determine or reduce Real Estate\nTaxes.\n\n        4.4 As soon after the close of each calendar year as practicable,\nlandlord shall deliver to Tenant a statement of the actual Operating Expenses\nfor such calendar year. If the Actual Operating Expenses are less than the\nestimated payments for such calendar year previously made by Tenant and Tenant\nis not in default in the performance or observance of any of the terms,\ncovenants or conditions of this Lease at the time such statement is delivered,\nLandlord shall credit the excess to the next payment of Rent falling due under\nthis Lease. If the Actual Operating Expenses are more than the estimated\npayments for such calendar year previously made by Tenant, Tenant shall pay the\ndeficiency to Landlord within thirty (30) days after delivery of such statement\nThe respective obligations of Landlord and Tenant under this Section 4.4 shall\nsurvive the expiration or other termination of the term of this Lease, and if\nthe term of this 1,ease shall. expire or terminate on a day other ban the last\nday of the calendar year, the adjustment in Rent pursuant to this Section 4.4\nfor the calendar year in which the term expires or otherwise terminates shall be\nprorated in the proportion that the number of days in such year preceding\nexpiration or termination of the lease bears to the number 365.\n\n\n                                       3.\n\n\n5.      CONSTRUCTION IN THE PREMISES\n\n        5.1 Prior to the Commencement Date, Landlord will substantially complete\nwork in the Premises as set forth in Exhibit C attached hereto and made a part\nhereof (such work being herein called \"Tenant Improvements\"). Substantial\ncompletion and delivery of possession of the Premises to Tenant shall be deemed\nto have occurred when Landlord delivers to Tenant (i) the Premises with all\nTenant Improvements completed except for minor items of the type typically found\non an architect's punchlist and (ii) a temporary certificate of occupancy or\nsimilar governmental approval. It is agreed that by occupying the Premises,\nTenant acknowledges that the Premises are in the condition called for hereunder,\nsubject to normal punchlist items specified by Tenant to landlord in writing\nwithin ten ( 10) days after the date of such occupancy (which Landlord will\ncomplete within ten (10) days of receipt) and subject to Landlord's warranty\nthat the Tenant Improvements will be free of defects in materials and\ninstallation for a period of one (1) year after substantial completion. The cost\nof Tenant Improvements shall be paid by Landlord and Tenant as set forth in\nExhibit C.\n\n        5.2 Landlord reserves the right, at any time and from time to time, to\nmake alterations, additions, repairs or improvements to or in or to decrease the\nsize or area of all or any part of the Building and the Complex, the fixtures\nand equipment therein and the arcades, plazas, and walkways outside the\nBuilding, including without limitation the heating, ventilating, air\nconditioning plumbing, electrical, fire protection, life safety, security, and\nother mechanical, electrical, and communications systems of the Building (herein\ncalled the \"Building Systems\"), and the common areas in all other parts of the\nBuilding and the Complex, and to change the arrangement and\/or location of\nentrances or passageways, doors and doorways, corridors, elevators, stairs,\ntoilets and other public parts of the Building and the Complex; provided,\nhowever, that any such alterations or additions shall not materially diminish\nthe quality or quantity of services being provided to the Premises or adversely\naffect the functional utilization of the Premises.\n\n6.      USE AND COMPLIANCE WITH LAW\n\n        6.1 Tenant shall use the Premises for general office purposes and shall\nnot use or permit the premises to be used for any other purpose without the\nprior written consent of Landlord. Tenant shall not do or permit anything to be\ndone in or about the Premises nor bring or keep anything therein which will in\nany way increase the existing rate of or affect any fire or other insurance upon\nthe Building or any of its contents, or cause cancellation of any insurance\npolicy covering said Building or any part thereof of any of its contents. Tenant\nshall not do or permit anything to be done in or about the Premises which will\nin any way obstruct or interfere with the rights of other tenants or occupants\nof the Building or injure or annoy them or use or allow the Premises to be used\nfor any improper, immoral, unlawful or objectionable purpose, nor shall Tenant\ncause, maintain or permit any nuisance in, on or about the Premises. Tenant\nshall not commit or suffer to be committed any waste in or upon the Premises.\n\n        6.2 Tenant, at Tenant's cost and expense, shall comply with (a) all\nlaws, orders, regulations, and directions of federal, state, county and\nmunicipal authorities that impose any duty upon Tenant with respect to Tenant's\nparticular use of the Premises or the use or occupancy thereof, and (b) all\nreciprocal easement agreements and declarations of conditions, covenants, and\nrestrictions that are recorded against and affect the Building or the Premises;\nprovided, however, that Tenant shall not be required to make any modifications\nto the Premises in order to comply unless such modifications to the Premises\nshall be necessitated or occasioned, in whole or in part, by the misconduct or\nnegligence of Tenant or any person claiming through or under Tenant, or any of\ntheir servants, employees contractors, agents, visitors or licensees. Any work\nor installations made or performed by or on behalf of Tenant or any person\nclaiming through or under Tenant pursuant to the provisions of this Article 6\nshall be made in conformity with, and subject to the provisions of, Section 8.2\nhereof.\n\n7.      ALTERATIONS AND ADDITIONS\n\n        7.1 Subsequent to the completion of improvements to be performed as\noutlined in Exhibit C, Tenant shall not make or suffer to be made any\nalterations, additions or improvements (collectively, \"Alterations\"), to or of\nthe Premises or any part thereof, or attach any fixtures or equipment thereto,\nwithout first obtaining landlord's written consent which consent shall not be\nunreasonably withheld. Any Alterations to the Premises consented to by Landlord\nshall be made by Landlord or an agent or contractor designated by Landlord for\nTenants account and Tenant shall reimburse Landlord for the cost thereof\n(including a reasonable charge for Landlord's overhead) within ten (10) days\nafter receipt of a bill therefor. All Alterations shall immediately become\nLandlord's property and, at the end of the term hereof, shall remain on the\nPremises without compensation to Tenant unless Landlord elects by notice to\nTenant to have Tenant remove the same, in which event Tenant shall promptly,\nrestore the Premises to their condition prior to the installation of such\nAlterations.\n\n        7.2 All furniture, furnishings, and articles of movable personal\nproperty installed in the Premises by or for the account of Tenant, without\nexpense to Landlord, and which can be removed without structural or other\nmaterial damage to the Building (all of which are herein called \"Tenant's\nProperty\") shall be and remain the property of Tenant and may be removed by it\nat any time during the Term; provided, however, that any equipment or other\nproperty for which Landlord has granted any allowance or credit to Tenant or\nwhich is a replacement for items originally provided by Landlord at Landlord's\nexpense shall not be considered Tenant's Property. Upon the expiration or\nearlier termination of this Lease, Tenant shall remove from the Premises all of\nTenant's Property except such items as the parties shall have agreed are to\nremain and become the property of Landlord and Tenant shall repair or pay the\ncosts of repairing any damage to the Premises or to the Building resulting from\nsuch\n\n\n                                       4.\n\n\nremoval. Tenants obligations under this Section 7.2 shall survive the\ntermination of this Lease. Any items of Tenant's Property that remain in the\nPremises after the expiration or earlier termination of this Lease may, at the\noption of Landlord, be deemed abandoned and in such case may either be retained\nby Landlord as its property or be disposed of without accountability, at\nTenant's expense in such manner as Landlord may see fit.\n\n8.      REPAIRS\n\n        8.1 Tenant shall, at all times during the term hereof and at Tenant's\nsole cost and expense, keep the Premises and every part thereof in good\ncondition and repair, ordinary wear and tear excepted, and except as is\nLandlord's obligation pursuant to Section 8.2.\n\n        Tenant shall at the end of the term hereof surrender to Landlord the\n        Premises and all Alterations in the same condition as when received,\n        ordinary wear and tear and damage by fire, earthquake, act of God or the\n        elements excepted. Landlord has no obligation and has made no promise to\n        alter, remodel, improve, repair, decorate or paint the Premises or any\n        part thereof, except as specifically set forth elsewhere in this Law.\n\n        8.2 Landlord shall repair and maintain the structural portions of the\nBuilding, including the plumbing, heating, air conditioning, ventilating and\nelectrical systems, installed or furnished by Landlord, unless the necessity for\nsuch maintenance and repairs is in any way caused by the neglect, fault or\nomission of any duty by Tenant, its agents, servants, employees or invitees, in\nwhich case Tenant shall pay to Landlord the reasonable cost of such maintenance\nand repairs, subject to Section 17.4 hereof. Landlord shall not be liable for\nany failure to make any such repairs or to perform any maintenance unless\nLandlord receives written notice of the need for such repairs or maintenance\nfrom Tenant and fails to make such repairs or perform such maintenance for a\nreasonable period of time following such notice by Tenant. There shall be no\nabatement of rent and no liability of Landlord by reason of any injury to or\ninterference with Tenant's business arising from the making of any repairs,\nalterations or improvements in or to any portion of the Building or the Premises\nor in or to fixtures, appurtenances and\/or equipment therein, provided such\nrepairs are being diligently pursued by Landlord.\n\n9.      LIENS\n\n        9.1 Tenant shall keep the Premises free from any liens arising out of\nany work performed, material furnished, or obligations incurred by or for\nTenant or any person or entity claiming through or under Tenant. In the event\nthat Tenant shall not, within ten (10) days after the imposition of any such\nlien, cause the same to be released of record by payment or posting of a proper\nbond, Landlord shall have, in addition to all other remedies provided herein and\nby law, the right but not the obligation to cause the same to be released by\nsuch means as it shall deem proper, including payment of the claim giving rise\nto such lien. All such sums paid by Landlord and all expenses incurred by it in\nconnection therewith shall be considered Additional Charges and shall be payable\nto it by Tenant on demand. Landlord shall have the right at all times to post\nand keep posted on the Premises any notices permitted or required by law, or\nthat Landlord shall deem proper, for the protection of Landlord, the Premises,\nthe Building, and any other party having an interest therein, from mechanics'\nand materialmen's liens, and Tenant shall give to Landlord at least ten (10)\nbusiness days' prior notice of commencement of any construction on the Premises.\n\n10.     SUBORDINATION AND ATTORNMENT\n\n        10.1 Without the necessity of any additional document being executed by\nTenant for the purpose of effecting a subordination Tenant agrees that this,\nLease shall be subject and subordinate at all times to (a) all ground leases or\nunderlying leases that may now exist or hereafter be executed affecting the\nBuilding or the Real Property or both, and (b) the lien of any mortgage or deed\nof trust that may now exist or hereafter be executed in any amount for which the\nBuilding, the Real Property, ground leases or underlying leases, or Landlord's\ninterest or estate in any of said items is specified as security.\nNotwithstanding the foregoing, Landlord shall have the right to subordinate or\ncause to be subordinated any such ground leases or underlying leases or any such\nliens to this Lease. In the event that any ground lease or underlying lease\nterminates for any reason or any mortgage or deed of trust is foreclosed or a\nconveyance in lieu of foreclosure is made for any reason, Tenant shall,\nnotwithstanding any subordination of any ground lease, underlying lease or Hen\nto this Lease, attorn to and become the Tenant of the successor in interest to\nLandlord; provided that such successor in interest shall recognize all of\nTenant's rights hereunder. Tenant covenants and agrees to execute and deliver,\nwithin ten (10) days of demand by Landlord and in the form reasonably requested\nby landlord, any additional documents evidencing the priority or subordination\nof this Lease with respect to any such ground leases or underlying leases or the\nlien of any such mortgage or deed of trust.\n\n11.     INABILITY TO PERFORM\n\n        11.1 If Landlord is unable to perform, or is delayed in performing, any\nconstruction, installations, decorations, repairs, alterations, additions or\nimprovements, under this Lease, or is unable to fulfill or is delayed in\nfulfilling any of Landlord's other obligations under this Lease, including the\nfurnishing of utilities or other services pursuant to Article 15, by reason of\nacts of God, governmental actions, accidents, breakage, repairs, strikes,\nlockouts, other labor disputes, limitation, curtailment, rationing or\nrestrictions on the use of utilities or materials, or any other reason beyond\nLandlord's reasonable control, then no\n\n\n                                       5.\n\n\nsuch inability or delay by Landlord shall constitute an actual or constructive\neviction, in whole or in part, or entitle Tenant to any abatement or diminution\nof Rent or Additional Charges, or relieve Tenant from any of its obligations\nunder this Lease, or impose any liability upon Landlord or its agents by reason\nof inconvenience, annoyance, interruption, injury or loss to or interference\nwith Tenant's business or use and occupancy or quiet enjoyment of the Premises\nor any loss or damage occasioned thereby.\n\n12.     DAMAGE OR DESTRUCTION\n\n        12.1 If (i) the Premises are damaged by fire or other casualty for which\ninsurance coverage is available to Landlord, (h) insurance proceeds in an amount\nsufficient to repair such casualty are made available to Landlord and (iii) in\nLandlord's judgment such repairs can be completed within one hundred eighty\n(180) days after the date of such damage, then Landlord shall repair such damage\nand this Lease shall remain in full force and effect except that Tenant shall be\nentitled to a reduction of Rent and Additional Charges while such repairs are\nbeing made in the proportion that the rentable area of the Premises rendered\nuntenantable (as pertains to Tenant's specific business in particular) by such\ndamage bears to the total rentable area of the Premises. Within thirty (30) days\nafter the date of such damage, Landlord shall notify Tenant whether or not such\nrepairs can be completed within one hundred eighty (180) days after the date of\nsuch damage, and Landlord's determination shall be binding on Tenant. If (x)\nsuch damage is caused by an uninsured casualty, or (y) such damage is caused by\nan insured casualty for which insurance proceeds sufficient to repair such\ndamage are not made available to Landlord and\/or W such repairs cannot be made\nwithin one hundred eighty (ISO) days after the date of such damage, in\nLandlord's judgment as determined above, then, in any such event, Landlord shall\nhave the option either to (a) notify Tenant of Landlord's intention to repair\nsuch damage and diligently prosecute such repairs to completion, in which event\nthis Lease shall continue in full force and effect subject to Tenant's\nacceptance and the Rent and Additional Charges shall be reduced as provided\nherein, or (b) notify Tenant of Landlord's election to terminate this Lease by\ngiving such notice of termination as of a date specified in such notice, and the\nRent and Additional Charges, proportionately reduced as provided above, shall be\npaid up to the date of such termination, with Landlord refunding to Tenant any\nRent and Additional Charges previously paid for any period of time subsequent to\nsuch date. If Landlord elects or is required to repair the Premises or the\nBuilding pursuant to this Section 12, the repairs to be made by Landlord shall\nnot include, and Landlord shall not be required to repair or replace any\nfixtures, equipment, furniture, or other property of Tenant in the Premises, for\nloss of use of all or any part of the Premises, for any damage to Tenant's\nbusiness or profits, or for any disturbance to Tenant caused by any casualty or\nthe restoration of the Premises following such casualty. A total destruction of\nthe Building shall automatically terminate this lease.\n\n        12.2 The provisions of this Lease, including this Article 12, constitute\nan express agreement between Landlord and Tenant with respect to any and all\ndamage to, or destruction 4 all or any part of the Premises or the Building, and\nany statute or regulation of the State of California, including, without\nlimitation, Sections 1932(2) and 1933(4) of the California Civil Code, with\nrespect to any rights or obligations concerning damage or destruction in the\nabsence of an express agreement between the parties, and any other statute or\nregulation, Dow or hereafter in effect, shall have no application to this Lease\nor my damage or destruction to all or any part of the Premises or the Building.\n\n13.     EMINENT DOMAIN\n\n        13.1 If all or any part of the Premises is condemned or taken in any\nmanner for public or quasi-public use, including, but not limited to, a\nconveyance or assignment in lieu of a condemnation or taking, this Lease shall\nterminate as to the part so taken on the earlier to occur of the date of the\nvesting of title or the date of dispossession of Tenant as a result of such\ncondemnation or taking, and either Landlord or Tenant shall have the right to\nterminate this Lease as to the balance of the Premises by written notice to the\nother party within thirty (30) days if the portion of the Premises taken shall\nbe of such extent and nature as to render the balance of the Premises\nuntenantable and unusable by Tenant If any part of the Building other than the\nPremises is condemned or otherwise taken so as to require, in the opinion of\nLandlord, a substantial alteration or reconstruction of the remaining portions\nthereof, this Lease may be terminated by Landlord, as of the earlier of the date\nof the vesting of title, or the date of disposition as a result of such\ncondemnation or taking, by written notice to Tenant within sixty (60) days\nfollowing notice to Landlord of the date on which said vesting or dispossession\nwill occur. If the Lease is not so terminated, Landlord shall proceed to repair\nand reconstruct the remaining portion of the Building to the extent insurance\nand condemnation-proceeds are available to do so.\n\n        13.2 Landlord shall be entitled to the entire award in any condemnation\nproceeding or other proceeding, including, without limitation, any award made\nfor the value of the leasehold estate created by this Lease. No award for any\npartial or entire taking shall be apportioned, and Tenant hereby assigns to\nLandlord any award that may be made in such condemnation or other taking,\ntogether with any and all rights of Tenant now or hereafter arising in or to\nsame or any part thereof, provided, however, that nothing contained herein shall\nbe deemed to give Landlord any interest in or to require Tenant to assign to\nLandlord any award made to Tenant specifically for its relocation expenses or\nthe taking of personal property and fixtures belonging to Tenant.\n\n        13.3 In the event of a partial condemnation or other taking that does\nnot result in a termination of this Lease as to the entire Premises, the Rent\nand Additional Charges shall abate in the proportion that the rentable area of\nthe Premises taken by such condemnation or other taking bears to the total\nrentable area of the Premises.\n\n\n                                       6.\n\n\n        13.4 If all or any portion of the Premises is condemned or otherwise\ntaken for public or quasi-public use for a limited period d time, this Lease\nshall remain in full force and effect and Tenant shall continue to perform all\nof the terms, conditions and covenants of this Lease; provided, however, that\nthe Rent and Additional Charges shall abate during such limited period in the\nproportion that the rentable area of the Premises rendered untenantable and\nunusable as a result of such condemnation or other taking bears to the total\nrentable area of the Premises. Landlord shall be entitled to receive the entire\naward made in connection with any such temporary condemnation or other taking.\n\n        13.5   Not Used.\n\n14.     ASSIGNMENT AND SUBLETTING\n\n        14.1 Tenant shall not sell, assign, encumber, pledge or otherwise\ntransfer or hypothecate all of its interest in or rights with respect to the\nPremises or Tenant's leasehold estate hereunder (collectively, \"Assignment\"), or\npermit all or any portion of the Premises to be occupied by anyone other than\nTenant or sublet all or any portion of the Premises or transfer a portion of its\ninterest in or rights with respect to Tenants leasehold estate hereunder\n(collectively, \"Sublease\") without Landlord's prior written consent in each\ninstance, which consent shall not be unreasonably withheld.\n\n        14.2 If Tenant desires at any time to enter into an Assignment of this\nLease or a Sublease of the Premises or any portion thereof, it shall first give\nwritten notice to Landlord of its desire to do so, which notice shall contain\n(a) the name of the proposed assignee, subtenant or occupant, (b) the nature of\nthe proposed assignee's, subtenant's or occupant's business to be carried on in\nthe Premises, (c) the terms and provisions of the proposed Assignment or\nSublease, and (d) such financial information as Landlord may reasonably request\nconcerning the proposed assignee, subtenant or occupant. At any time within\nthirty (30) days after Landlord's receipt of the notice specified in this\nSection 14.2, Landlord may by written notice to Tenant either consent to the\nSublease or Assignment or disapprove the Sublease or Assignee As a condition for\ngranting its consent to any Assignment or Sublease, Tenant shall pay to Landlord\nfifty percent (50%) of the amount by which all sums payable to Tenant in\nconnection with such Assignment or Sublease (after deducting leasing\ncommissions, tenant improvement costs and similar expenses payable in connection\nwith such Assignment or Sublease) exceed the Rent and Additional Charges payable\nby Tenant to Landlord hereunder (or a proportionate amount thereof representing\nthe portion of the Premises subject to a Sublease if less than the entire\nPremises is subject to a Sublease).\n\n        14.3 No consent by Landlord to any Assignment or Sublease by Tenant\nshall relieve Tenant of any obligation to be performed by Tenant under this\nLease, whether arising before or after the Assignment or Sublease. The consent\nby Landlord to any Assignment or Sublease shall not relieve Tenant from the\nobligation to obtain Landlord's express written consent to any other Assignment\nor Sublease. Any Assignment or Sublease that is not in compliance with this\nArticle 14 shall be void and, at the option of Landlord, shall constitute a\nmaterial default by Tenant under this Lease. The acceptance of Rent or\nAdditional Charges by Landlord from a proposed assignee or sublessee shall not\nconstitute the consent to such Assignment or Sublease by Landlord.\n\n        14.4 Any sale or other transfer, including by consolidation, merger or\nreorganization, of a majority of the voting stock of Tenant, if Tenant is a\ncorporation or any sale or other transfer of a majority of the partnership\ninterests in Tenant if Tenant is a partnership, shall be an Assignment for\npurposes of this Article 14.\n\n        14.5 Each assignee, sublessee, or other transferee, other than Landlord,\nshall assume, as provided in this Section 14.5, all obligations of Tenant under\nthis Lease and shall be and remain liable jointly and severally with Tenant for\nthe payment of Rent and Additional Charges, and for the performance of all the\nterms, covenants, conditions and agreements herein contained on Tenant's part to\nbe performed for the Term; provided, however, that the assignee, sublessee,\nmortgagee, pledgee or other transferee shall be liable to Landlord for rent only\nin the amount set forth in the Assignment or Sublease. No Assignment shall be\nbinding on Landlord unless the assignee of Tenant shall deliver to Landlord a\ncounterpart of the Assignment and an instrument in recordable form that contains\na covenant of assumption by the assignee satisfactory in substance and form to\nLandlord, consistent with the requirements of this Section 14.5, but the failure\nor refusal of the assignee to execute such instrument of assumption shall not\nrelease or discharge the assignee from its liability as set forth above.\n\n        14.6 In the event Tenant shall assign this Lease or sublet the Premises\nor shall request the consent of Landlord to any assignment or subletting, then\nTenant shall pay Landlord's reasonable attorney's fees incurred in connection\ntherewith.\n\n        14.7 Notwithstanding anything to the contrary contained in this Section\n14, the following transactions shall not require the consent of Landlord: (a)\n77 resale of stock by Tenant or its shareholders pursuant to a public offering,\n(b) 77 resale of stock by shareholders of Tenant on a national securities\nmarket, such as a stock exchange or NASDAQ.\n\n15.     SERVICES AND UTILITIES\n\n        15.1 Landlord shall furnish to the Premises during the period from 8 00\nam. to 6 00 p.m., Monday through Friday, except for New Years Day, Washington's\nBirthday, Memorial Day, Independence Day, Labor Day, Thanksgiving, Christmas and\n\n\n                                       7.\n\n\nsuch other holidays as are generally recognized in San Francisco (such time\nperiods exclusive of holidays being referred to herein as \"Normal Business\nHours\"), (a) heating, air conditioning and ventilation in amounts required for\nthe use and occupancy of the Premises for general office purposes, (b) elevator\nservice, (c) electric current in amounts required for normal office lighting and\nfor normal fractional horsepower office machines, and (d) water for lavatory and\ndrinking purposes. Notwithstanding the foregoing it is understood that elevator\nservice, electric current and water will be available at all times, subject to\nSections 15.2, 15.3 and 15.4 hereof. Landlord shall provide five (5) days per\nweek janitorial service generally consistent with that furnished in other\nsimilar office buildings and window washing as determined by Landlord.\n\n        15.2 Landlord may impose a reasonable charge for the use of any heating,\nair conditioning, ventilation or lighting by Tenant at any time other than\nduring Normal Business Hours.\n\n        15.3 In the event any governmental entity promulgates or revises any\nstatute, ordinance or building, fire or other code or imposes mandatory or\nvoluntary controls or guidelines on Landlord or the Building or any pan thereof,\nrelating to the use or conservation of energy, water, gas, light or electricity,\nor the reduction of automobile or other emissions, or the provision of any other\nutility or service provided with respect to this Lease, or in the event Landlord\nis required or elects to make alterations to the Building in order to comply\nwith such mandatory or voluntary controls or guidelines, Landlord may, in its\nsole discretion, comply with such mandatory or voluntary controls or guidelines\nor make such alterations to the Building. Such compliance and the making of such\nalterations shall in no event entitle Tenant to any damages, relieve Tenant of\nthe obligation to pay the M Rent and Additional Charges reserved hereunder or\nconstitute or be construed as a constructive or other eviction of Tenant.\n\n        15.4 Without the prior written consent of Landlord, which Landlord may\nrefuse in its sole discretion, Tenant - shall not (i) use any apparatus; or\ndevice in the Premises other than ordinary office machinery and equipment,\nmachines using current in excess of 220 volts, which will in any way increase\nthe amount of electricity or water usually furnished or supplied for use of the\nPremises as general office space, or (ii) connect any apparatus, machine or\ndevice with electric current except through existing electrical outlets in the\nPremises. If Tenant shall utilize electric current in excess of that usually\nsupplied for use of the Premises as general office space, Landlord shall have\nthe right to install an electric current meter in the Premises to measure the\namount of electric current consumed on the Premises. The cost of any such meter\nand separate conduit, wiring or panel requirements and the installation,\nmaintenance and repair thereof shall be paid for by Tenant, and Tenant agrees to\nreimburse Landlord promptly upon demand for all electric current measured by\nsaid meter at the rates charged for such services by the local public utility,\nplus any additional expense incurred by Landlord in accounting for electric\ncurrent so consumed. If a separate meter is not installed, the amount of excess\nelectric consumption in the Premises and the monthly cost thereof shall be\nestimated by the utility company or an electrical engineer and Tenant shall pay\nsuch excess to Landlord on a monthly basis. If the temperature otherwise\nmaintained in any portion of the Premises by the heating, air conditioning or\nventilation systems is affected a result of (a) any lights, machines or\nequipment (including without limitation electronic data processing machines)\nused by Tenant in the Premises other than ordinary office machinery and\nequipment, or (b) the occupancy of the Premises by more than one person per one\nhundred (100) square feet of rentable area therein, Landlord shall have the\nright to install any machinery and equipment that Landlord reasonably deems\nnecessary to restore temperature balance, including, without limitation,\nmodifications to the standard air conditioning equipment, and the cost thereof,\nincluding the cost of installation and any additional cost of operation and\nmaintenance incurred thereby, shall be paid by Tenant to Landlord upon demand.\n\n16.     DEFAULT AND REMEDIES\n\n        16.1 The occurrence of any one or more of the following events shall\nconstitute a default and breach of this Lease by Tenant:\n\n                (a) The vacating or abandonment of the Premises by Tenant for a\ncontinuous period in excess of ten (10) days.\n\n                (b) The failure of Tenant to make any payment of Rent or any\nother sum or payment due from Tenant hereunder within ten (10) days after\ndelivery of a written demand from Landlord therefor.\n\n                (c) The failure by Tenant to observe or perform any of the\ncovenants, conditions or provisions of this Lease, other than described in\nSection 16.1 (b) above, where such failure shall continue for a period of twenty\n(20) days after written notice thereof by Landlord to Tenant; provided, however,\nthat if the nature of Tenant's default is such that more than twenty (20) days\nare reasonably required for its cure, then Tenant shall not be deemed to be in\ndefault if Tenant commences such cure within said twenty (20) day period and\nthereafter diligently prosecutes such care to completion.\n\n                (d) The making by Tenant of any general assignment or general\narrangement for the benefit of creditors; or the filing by or against Tenant of\na petition to have Tenant adjudged a bankrupt, or a petition of reorganization\nor arrangement under any law relating to bankruptcy (unless in the case of such\npetition filed against Tenant, the same is dismissed within sixty (60) days); or\nthe appointment of a trustee or a receiver to take possession of all or\nsubstantially all of Tenant's assets located at the Premises or of Tenant's\ninterest in this Lease, where possession is not restored to Tenant within thirty\n(30) days or the attachment, execution or other judicial seizure of all or\nsubstantially all of Tenant's assets located at the Premises or of\n\n\n                                       8.\n\n\nTenant's interest in this Lease, where such seizure is not discharged in thirty\n(30) days; the admission by Tenant in writing of the inability to pay its debts\nas they become due.\n\n        16.2 Upon the occurrence of a default by Tenant as provided in Section\n16.1, Landlord shall have the following rights and remedies in addition to all\nother rights and remedies available to Landlord in law or equity:\n\n                (a) The rights and remedies provided by California Civil Code\nSection 1951.2, including, but not limited to, the right to terminate Tenant's\nright to possession of the Premises and to recover the worth at the time of\naward of the amount by which the unpaid Rent and Additional Charges for the\nbalance of the Term after the time of award exceed the amount of rental loss for\nthe same period that the Tenant proves could be reasonably avoided, as computed\npursuant to subsection (b) of said Section 1951.2;\n\n                (b) The rights and remedies provided by California Civil Code\nSection 1951.4, which allows Landlord to continue this Lease in effect and to\nenforce all of its rights and remedies under this Lease, including the right to\nrecover Rent and Additional Charges as they become due, for so long as Landlord\ndoes not terminate Tenant's right to possession. Acts of maintenance or\npreservation, efforts to relet the Premises or the appointment of a receiver\nupon Landlord's initiative to protect its interest under this Lease shall not\nconstitute a termination of Tenant's right to possession;\n\n                (c) The right to terminate this Lease by giving notice to Tenant\nin accordance with applicable law;\n\n                (d) The right and power, as attorney-in-fact for Tenant, to\nenter the Premises and remove therefrom all persons and property, to store such\nproperty in a public warehouse or elsewhere at the cost of and for the account\nof Tenant, and to sell such property and apply the proceeds therefrom pursuant\nto applicable California law. Landlord, as attorney-in-fact for Tenant, may from\ntime to time sublet the Premises or any part thereof for such term or terms\n(which may extend beyond the Term) and at such rent and such other terms as\nLandlord in its sole discretion may deem advisable, with the right to make\nalterations and repairs to the Premises-Upon each such subletting, (i) Tenant\nshall be immediately liable for payment to Landlord of, in addition to\nindebtedness other than Rent and Additional Charges due hereunder, the cost of\nsuch subletting and such alterations and repairs incurred by Landlord and the\namount, if any, by which the Rent and Additional Charges for the period of such\nsubletting (to the extent such period does not exceed the Term) exceeds the\namount to be paid as Rent and Additional Charges for the Premises for such\nperiod, or (H) at the option of Landlord, rents received from such subletting\nshall be applied, first, to payment of any indebtedness other than Rent and\nAdditional Charges due hem-under from Tenant to Landlord, second, to the payment\nof any costs of such subletting and of such alterations and repairs; third, to\npayment of Rent and Additional Charges due and unpaid hereunder, and the\nresidue, if any, shall be held by Landlord and applied in payment of future Rent\nand Additional Charges as the same become due hereunder. If Tenant has been\ncredited with any rent to be received by such subletting under clause (i) and\nsuch rent shall not be promptly paid to Landlord by the subtenant(s), or if such\nrentals received from such subletting under clause (ii) during any month are\nless than those to be paid during that month by Tenant hereunder, Tenant shall\npay any such deficiency to Landlord. Such deficiency shall be calculated and\npaid monthly. For all purposes set forth in this Section 16.2(d), Landlord is\nhereby irrevocably appointed attorney-in-fact for Tenant, with power of\nsubstitution. No taking possession of the Premises by Landlord, as\nattorney-in-fact for Tenant, shall be construed as an election on its part to\nterminate this Lease unless a written notice of such intention is given to\nTenant. Notwithstanding any such subletting without termination, Landlord may at\nany time thereafter elect to terminate this Lease for such previous breach; and\n\n                (e) The right to have a receiver appointed for Tenant, upon\napplication by Landlord, to take possession of the Premises and to apply any\nrental collected from the Premises and to exercise all other rights and remedies\ngranted to Landlord as attorney-in-fact for Tenant pursuant to Section 16.2(d)\nhereof.\n\n        16.3 If Tenant shall default in the performance of its obligations under\nthis Lease, Landlord, at any time thereafter and without notice, may remedy such\ndefault for Tenant's account and at Tenant's expense, without thereby waiving\nany other rights or remedies of Landlord with respect to such default.\n\n        16.4 If Landlord fails to perform its obligations under this Lease\nwithin fifteen (15) days after notice by Tenant to Landlord specifying the\nnature of the obligations Landlord has failed to perform, Landlord shall be in\ndefault hereunder. If the nature of Landlord's obligations is such that more\nthan fifteen (15) days are required for performance, then Landlord shall not be\nin default if Landlord commences performance within such fifteen (15) day period\nand thereafter diligently prosecutes the same to completion. In the event of a\ndefault by Landlord hereunder, Tenant's remedies shall be an action for damages\nand\/or an injunction. Tenant shall have the right to terminate this lease if\nLandlord's failure to perform is a result of Landlord choosing not to diligently\npursue a cure to the stated default in good faith.\n\n17.     INDEMNITY, INSURANCE AND SUBROGATION\n\n        17.1    (a) Tenant agrees to indemnify Landlord against and save\nLandlord harmless from any and all loss, cost, liability damage and expense\nincluding, without limitation, penalties, fines and reasonable counsel fees and\ndisbursements, incurred in connection with or arising from (i) any default or\nbreach by Tenant in the observance or performance of any of the\n\n\n                                       9.\n\n\nterms, covenants or conditions of this Lease; or (ii) any negligence or willful\nmisconduct of Tenant or of its contractors, agents, servants, employees,\ninvitees or licensees of Tenant in, on or about the Premises, or all or any part\nof the Real Property, either prior to during, or after the expiration of the\nTerm and in connection with this Lease. Tenant's obligations under this Section\n17. l(a) shall survive the expiration or other termination of this Lease.\n\n                (b) Landlord agrees to indemnify Tenant against and save Tenant\nharmless from any and all loss, cost, liability, damage, and expense, including\nwithout limitation penalties, fines and reasonable counsel fees and\ndisbursements, incurred in connection with or arising from (i) any default or\nbreach by Landlord in the observance of the terms, covenants, or conditions of\nthis Lease; or (ii) any negligence or willful misconduct of Landlord, or its\ncontractors, agents, servants, employees, invitees, or licensees in, on or about\nthe Premises, or all or any part of the Real Property, either prior to, daring,\nor after the expiration of the Term and in connection with this Lease. Landlords\nobligations under this Section 17.l(b) shall survive the expiration or other\ntermination of this Lease.\n\n        17.2 Tenant agrees to carry and keep in force during the Term hereof, at\nTenant's sole cost and expense, the following types of insurance, in the amounts\nand in the form provided for:\n\n                (a) PUBLIC LIABILITY AND PROPERTY DAMAGE. Bodily and personal\ninjury liability insurance with limits of not less than One Million Five Hundred\nThousand Dollars ($1,500,000) per occurrence, insuring against any and all\nliability for injuries to or death of persons occurring in, on or about the\nPremises or arising out of the maintenance, use or occupancy thereof (including,\nfor purposes of \"personal injury,\" coverage against false arrest, detention or\nimprisonment, malicious prosecution, libel, slander and wrongful entry or\neviction) and property damage liability insurance with a limit of not less than\nOne Million Five Hundred Thousand Dollars ($1,500,000) per accident or\noccurrence. All such public liability and property damage insurance shall\nspecifically insure the performance by Tenant of its indemnity obligations under\nSection 17.1 hereof with respect to liability for injury to or death of persons\nand for damage to property, if available at commercially reasonable rates.\n\n                (b) WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY. Workers'\ncompensation and employers' liability insurance covering employees for\nCalifornia Workers' Compensation benefits, including employers' liability with\nlimits of at least Five Hundred Thousand Dollars ($500,000) for each accident).\n\n                (c) TENANT PROPERTY. Insurance covering all improvements made by\nTenant to the Premises, and any and all fixtures of Tenant from time to time in,\non or about the Premises, providing protection against all perils included\nwithin a standard fire and extended coverage insurance policy (\"all risk form\"),\ntogether with insurance against sprinkler damage, vandalism and malicious\nmischief. Such insurance shall be in an amount not less than 90% of the full\nreplacement cost of the property insured without deduction for depreciation.\n\n                (d) POLICY FORM. All policies of insurance provided for herein\nshall be issued by insurance companies with a general policyholders' rating of\nnot less than A and a financial rating of XIII as rated in the most current\navailable \"Best's Insurance Reports,\" and qualified to do business in the State\nof California. Except for workers' compensation and employers' liability, all\nsuch policies shall be issued in the names of Landlord, Tenant and such other\npersons or firms as Landlord specifies from time to time and shall be for the\nmutual and joint benefit and protection of Landlord, Tenant and others\nhereinabove mentioned. Executed copies of all such policies of insurance or\ncertificates thereof shall be delivered to Landlord prior to delivery of\npossession of the Premises to Tenant, and thereafter within thirty (30) days\nprior to the expiration of the term of each such policy. All public liability\nand property damage policies shall contain a provision that Landlord, although\nnamed as an insured, shall nevertheless be entitled to recovery under said\npolicies for any loss occasioned to it, its agents and employees by reason of\nthe negligence of Tenant. As often as any such policy shall expire or terminate,\nrenewal or additional policies shall be procured and maintained by the Tenant in\nlike manner and to like extent. All such policies of insurance shall provide\nthat the company writing said policy will give Landlord thirty (30) days' notice\nin writing in advance of any cancellation or lapse or the effective date of any\nreduction in the amounts of insurance. All public liability, property damage and\nother casualty policies shall be written as primary policies, not contributing\nwith and not in excess of coverage which Landlord may carry.\n\n        17.3 Landlord shall not be responsible for or liable to Tenant for any\nloss or damage that may be occasioned by or through the acts or omissions of\npersons occupying adjoining premises or any other part of the Building or the\nComplex, or for any loss or damage resulting to Tenant or its property from\nburst, stopped or leaking water, gas, sewer or steam pipes or for any damage or\nloss of property within the Premises from any causes whatsoever, including\ntheft; provided, however, that nothing set forth herein shall be deemed to\nrelieve Landlord of its indemnity obligations under Section 17.1(b).\n\n        17.4 Notwithstanding anything to the contrary Contained herein, to the\nextent permitted by their respective policies of insurance and to the extent of\ninsurance proceeds received with respect to the loss, Landlord and Tenant each\nhereby waive any right of recovery against the other party and against any other\nparty maintaining a policy of insurance with respect to the Building or any\nportion thereof or the contents of any of the same for any loss or damage\nsustained by such other party with respect to the building, or the Premises or\nany portion of any thereof or the contents of the same or any operation therein,\nwhether or not such loss is caused by the fault or negligence of such other\nparty. If any policy of insurance relating to the Premises carried by Tenant\ndoes not permit the foregoing waiver or if the coverage under any such policy\nwould be invalidated as a result of such waiver, Tenant shall, if possible,\nobtain from the insurer under such policy a waiver of an rights of subrogation\nthe\n\n\n                                      10.\n\n\ninsurer might have against Landlord or any other party maintaining a policy of\ninsurance covering he same loss, in connection with any claim, loss or damage\ncovered by such policy.\n\n18.     ENTRY BY LANDLORD\n\n        18.1 Landlord reserves and shall at all times have the right to enter\nthe Premises at all reasonable times upon prior notice to Tenant (except in\ncases of emergency or in the provision of services under this Lease, in which ca\nno prior notice need be given) to inspect the same, to supply any service to be\nprovided by Landlord to Tenant hereunder, to show the Premises to prospective\npurchasers, mortgagees or tenants, to post notices of nonresponsibility, and to\nalter, improve or repair the Premises and any portion of the Building, without\nabatement of Rent or Additional Charges, and may for that purpose erect, use and\nmaintain scaffolding, pipes, conduits and other necessary structures in and\nthrough the Premises where reasonably required by the character of the work to\nbe performed, provided that the entrance to the Premises shall not be blocked\nthereby, and further provided that the business of Tenant shall not be\ninterfered with unreasonably. Tenant hereby waives any claim for damages for any\ninjury or inconvenience to or interfere with Tenant's business, any loss of\noccupancy or quiet enjoyment of the Premises or any other loss occasioned\nthereby. For each of the aforesaid purposes, Landlord shall at all times have\nand retain a key with which to unlock all of the doors in, upon and about the\nPremises, excluding Tenant's vaults and safes, or special security areas\n(designated in advance), and Landlord shall have the right to use any and all\nmeans that Landlord may deem necessary or proper to open said doors in an\nemergency, in order to obtain entry to any portion of the Premises, and any\nentry to the Premises or portions thereof obtained by Landlord by any of said\nmeans, or otherwise, shall not under any circumstances be construed or deemed to\nbe a forcible or unlawful entry into, or a detainer of, the Premises, or an\neviction, actual or constructive, of Tenant from the Premises or any portion\nthereof.\n\n19.     NOTICES\n\n        19.1 Except as otherwise expressly provided in this Lease, any bills,\nstatements, notices, demands, requests or other communications given or required\nto be given under this Lease shall be effective only if rendered or given in\nwriting, sent by registered or certified mail or delivered personally, (a) to\nTenant (i) at Tenants address set forth in the Basic Lease Information, if sent\nprior to Tenant's taking possession of the Premises, or (ii) at the Building if\nsent subsequent to Tenant's taking possession of the Premises, or (iii) at any\nplace where Tenant or any agent or employee of Tenant may be found if sent\nsubsequent to Tenant's vacating, deserting, abandoning or surrendering the\nPremises, or (b) to Landlord at Landlord's address set forth in the Basic Lease\nInformation, or (c) to such other address as either Landlord or Tenant may\ndesignate as its new address for such purpose by notice given to the other in\naccordance with the provisions of this Section 19.1. Any such bill, statement,\nnotice, demand, request or other communication shall be deemed to have been\nrendered or given three (3) days after the date when it shall have been mailed\nas provided in this Section 19.1 if sent by registered or certified mail, or\nupon the date personal delivery is made. If Tenant is notified of the identity\nand address of Landlord's mortgagee or ground or underlying lessor, Tenant shall\ngive to such mortgagee or ground or underlying lessor notice of any default by\nLandlord under the terms of this Lease in writing sent by registered or\ncertified mail, and such mortgagee or ground or underlying lessor shall be given\na reasonable opportunity to cure such default prior to Tenant exercising any\nremedy available to it.\n\n20.     NO WAIVER\n\n        20.1 No failure by Landlord to insist upon the strict performance of any\nobligation of Tenant under this Lease or to exercise any right, power or remedy\nconsequent upon a breach thereof no acceptance of full or partial Rent or\nAdditional Charges during the continuance of any such breach, and no acceptance\nof the keys to or possession of the Premises prior to the termination of the\nTerm by any employee of Landlord shall constitute a waiver of any such breach or\nof such term, covenant or condition or operate as a surrender of this Lease. No\npayment by Tenant or receipt by Landlord of a lesser amount than the aggregate\nof all Rent and Additional Charges then due under this Lease shall be deemed to\nbe other than on account of the first items of such Rent and Additional Charges\nthen accruing or becoming due, unless Landlord elects otherwise; and no\nendorsement or statement on any check and no letter accompanying any check or\nother payment of Rent or Additional Charges in any such lesser amount and no\nacceptance of any such check or other such payment by Landlord shall constitute\nan accord and satisfaction, and Landlord may accept such check or payment\nwithout prejudice to Landlords right to recover the balance of such Rent or\nAdditional Charges or to pursue any other legal remedy.\n\n        20.2 Neither this Lease nor any term or provision hereof may be changed,\nwaived, discharged or terminated orally, and no breach thereof shall be waived,\naltered or modified, except by a written instrument signed by the party against\nwhich the enforcement of the change, waiver, discharge or termination is sought\nNo waiver of any breach shall affect or alter this Lease, but each and every\nterm, covenant and condition of this Lease shall continue in full force and\neffect with respect to any other then existing or subsequent breach thereof.\n\n21.     ESTOPPEL CERTIFICATES\n\n        21.1 Tenant, at any time and from. time to time upon not less than ten\n(10) days' prior written notice from Landlord, will execute acknowledge and\ndeliver to Landlord and, at Landlord's request, to any prospective purchaser,\nground or\n\n\n                                      11.\n\n\nunderlying lessor or mortgagee of any part of the Real Property, a certificate\nof Tenant stating (a) that Tenant has accepted the Premises (or, if Tenant has\nnot done so, that Tenant has not accepted the Premises and specifying the\nreasons therefor), (b) the Commencement and Expiration Dates of this Lease, (c)\nthat this Lease is unmodified and in full force and effect (or, if there have\nbeen modifications, that same is in full force and effect as modified and\nstating the modifications), (d) whether or not there are then existing any\ndefenses against the enforcement of any of the obligations of Tenant under this\nLease (and, if so, specifying same), (e) whether or not there are then existing\nany defaults by Landlord in the performance of its obligations under this Lease\n(and, i f so, specifying same), (f) the dates, if any, to which the Rent and\nAdditional Charges and other charges under this Lease have been paid, and (g)\nany other information that may reasonably be required by any of such persons. It\nis intended that any such certificate of Tenant delivered pursuant to this\nSection 21.1 may be relied upon by Landlord and any prospective purchaser,\nground or underlying lessor or mortgagee of any part of the Real Property.\n\n22.     RULES AND REGULATIONS\n\n        22.1 Tenant shall faithfully observe and comply with the rules and\nregulations attached to this Lease as Exhibit D and all modifications thereof\nand additions thereto from time to time put into effect by Landlord. Landlord\nshall not be responsible for the nonperformance by any other tenant or occupant\nof the Building or the Complex of any of said rules and regulations. In the\nevent of an express and direct conflict between the terms, covenants, agreements\nand conditions of this Lease and the terms, covenants, agreements and conditions\nof such rules and regulations, as modified and amended from time to time by\nLandlord, this Lease shall control.\n\n23.     TAX ON TENANT'S PERSONAL PROPERTY\n\n        23.1 At least ten (10) days prior to delinquency Tenant shall pay all\ntaxes levied or assessed upon Tenant's equipment, furniture, fixtures and other\npersonal property located in or about the Premises. If the assessed value of\nLandlord's property is increased by the inclusion therein of a value placed upon\nTenant's equipment, furniture, fixtures or other personal property, Tenant shall\npay to Landlord, upon written demand, the taxes so levied against Landlord, or\nthe proportion thereof resulting from said increase in assessment. The portion\nof real estate taxes payable by Tenant pursuant to this Section 23.1 and by\nother tenants of the Building pursuant to similar provisions in their leases\nshall be excluded from Real Estate Taxes for purposes of computing the\nAdditional Charges to be paid pursuant to Article 4 hereof.\n\n24.     PARKING AND STORAGE\n\n        24.1 Landlord shall make available for use by Tenant during the Term the\nnumber of parking spaces in the locations set forth in the Basic Lease\nInformation. Throughout the Term, and upon no less than forty five (45) days\nwritten notice (except in the calendar year 1997 whereby only twenty (20) days\nwritten notice shall be required), Tenant shall notify Landlord on a calendar\nyear basis the number of such spaces Tenant intends to use and Tenant shall pay\nto Landlord monthly rent in respect of such parking spaces as set forth in\nExhibit E. Tenant shall not be assigned specific spaces in the Garage or the\nFederal Street Parking Area. The rules and regulations promulgated by Landlord\nshall govern access to the Garage, parking procedures and other matters related\nto the use and operation of the Garage and the Federal Street Parking Area.\nLandlord may in its sole discretion implement such rules, regulations, parking\nconfigurations, equipment or methods, and procedures as it deems advisable,\nincluding a valet parking system.\n\n        24.2 Landlord shall make available for use by Tenant during the Term a\nstorage space (the \"Storage Space\") on the Terrace having the rentable area set\nforth in the Basic Lease Information. Tenant shall pay monthly rent to Landlord\nin respect of the Storage Space as set forth in Exhibit F. The Storage Space\nshall be in a location on the Terrace determined by landlord and landlord shall\nhave the right, upon thirty (30) days' written notice to Tenant, to relocate the\nStorage Space to another location on the Terrace. In the event that Landlord\nrelocates the Storage Space, (i) Landlord shall arrange for moving the contents\nthereof and pay all moving costs; and (ii) all applicable terms and covenants\nand conditions hereof shall remain in full force and effect and thereupon be\ndeemed applicable to such new Storage Space. Should Tenant refuse to permit\nlandlord to relocate the Storage Space at the end of said thirty (30) day\nperiod, Landlord shall have the right to terminate Tenant's right to use the\nStorage Space and obligation to pay rent thereon by notice given to Tenant in\nwriting within ten (10) days following the end of said thirty (30) day period,\nwhich termination shall be effective sixty (60) days after the date of the\noriginal notice of relocation by the Landlord.\n\n25.     AUTHORITY\n\n        25.1 Each of the persons executing this Lease on behalf of Tenant and\nLandlord does hereby covenant and wan-ant that the party for which they are\nexecuting this Lease is a duly authorized and existing entity, that the party\nfor which they are executing this Lease has and is qualified to do business in\nCalifornia, that the party for which they are executing this Lease has full\nright and authority to enter into this Lease, and that any such person signing\non behalf of such party is authorized to do so. Upon either party's request, the\nother party shall provide the requesting party with evidence reasonably\nsatisfactory to such party confirming the foregoing covenants and warranties.\n\n\n                                      12.\n\n\n26.     MISCELLANEOUS\n\n        26.1 The words \"Landlord\" and \"Tenant\" as used herein shall include the\nplural as well as the singular. The words used in the neuter gender include the\nmasculine and feminine. If there is more than one Tenant, the obligations under\nthis Lease imposed on Tenant shall be joint and several. The captions preceding\nthe articles of this Lease have been inserted solely as a matter of convenience\nand such captions in no way define or limit the scope or intent of any provision\nof this Lease.\n\n        26.2 The terms, covenants and conditions contained in this Lease shall\nbind and inure to the benefit of Landlord and Tenant and except as otherwise\nprovided herein, their respective personal representatives and successors and\nassigns; provided, however upon the sale, assignment or transfer by the Landlord\nnamed herein (or by any subsequent landlord) of its interest in the Building as\nowner or lessee, including any transfer by operation of law, the Landlord (or\nsubsequent landlord) shall be relieved from all subsequent obligations or\nliabilities under this Lease, and all obligations subsequent to such sale,\nassignment or transfer (but not any obligations or liabilities that have accrued\nprior to the date of such sale, assignment or transfer) shall be binding upon\nthe grantee, assignee or other transferee of such interest, and any such\ngrantee, assignee or transferee, by accepting such interest, shall be deemed to\nhave assumed such subsequent obligations and liabilities. A lease of the entire\nBuilding to a person other than for occupancy thereof shall be deemed a transfer\nwithin the meaning of this Section 26.2.\n\n        26.3 If any provision of this Lease or the application thereof to any\nperson or circumstance shall, to any extent, be invalid or unenforceable, the\nremainder of this Lease, or the application of such provision to persons or\ncircumstances other than those as to which it is invalid or unenforceable, shall\nnot be affected thereby, and each provision of this Lease shall be valid and be\nenforced to the full extent permitted by law.\n\n        26.4 This Lease shall be construed and enforced in accordance with the\nlam of the State of California.\n\n        26.5 Submission of this instrument for examination or signature by\nTenant does not constitute a reservation of or an option for lease, and it is\nnot effective as a lease or otherwise until execution and delivery by both\nLandlord and Tenant.\n\n        26.6 This instrument, including the Exhibits hereto, which are made a\npart of this Lease, contains the entire agreement between the parties and all\nprior negotiations and agreements are superceded by this Lease. Neither Landlord\nnor Landlord's gents have made any representations or warranties with respect to\nthe Premises, the Building, the Real Property or this Lease except as expressly\nset forth herein, and no rights, easements, or licenses are or shall be acquired\nby Tenant by implication or otherwise unless expressly set forth herein.\n\n        26.7 The review, approval, inspection or examination by Landlord of any\nitem to be reviewed, approved, inspected or examined by Landlord under the terms\nof this Lease or the exhibits attached hereto shall not constitute the\nassumption of any responsibility by Landlord for either the accuracy or\nsufficiency of any such item or the quality or suitability of such item for its\nintended use. Any such review, approval inspection or examination by Landlord is\nfor the sole purpose of protecting Landlord's interests in the Building and the\nComplex and under this Lease, and no third parties, including, without\nlimitation, Tenant or any person or entity claiming through or under Tenant, or\nthe contractors, agents, servants, employees, visitors or licensees of Tenant or\nany such person or entity, shall have any rights hereunder.\n\n        26.8 In the event of any action or proceeding brought by either party\nagainst the other under this Lease, the prevailing party shall be entitled to\nrecover all costs and expenses, including its reasonable attorneys' fees, in\nsuch action or proceeding n such amount as the court may adjudge reasonable. The\nprevailing party shall be determined by the court based upon an assessment of\nwhich party's major arguments made or positions taken in the proceedings could\nfairly be said to have prevailed over the other party's major arguments or\npositions on major disputed issues in the court's or arbitrator's decision. If\nLandlord is named as a defendant in any suit brought against Tenant in\nconnection with or in any way arising out of this Lease or Tenant's use or\noccupancy of the Premises, Tenant shall pay Landlord's costs and expenses,\nincluding, without limitation, reasonable attorneys' fees, incurred in such suit\nor action.\n\n        26.9 Upon the expiration or sooner termination of the Term, Tenant will\nquietly and peacefully surrender to Landlord the Premises in the condition in\nwhich they are required to be kept as provided in Article 8 hereof ordinary wear\nand tear and the provisions of Article 12 excepted.\n\n        26.10 Upon Tenant paying the Rent and Additional Charges and performing\nall of Tenants obligations under this Lease, Tenant may peacefully and quietly\nenjoy the Premises during the Term as against all persons or entities lawfully\nclaiming by or through Landlord, subject, however, to the provisions of this\nLease and to any mortgages or ground or underlying leases referred to in Article\n10 hereof.\n\n        26.11 Tenant covenants and agrees that no diminution of light, air or\nview by any structure that may hereafter be erected (whether or not by Landlord)\nshall entitle Tenant to any reduction of Rent or Additional Charges under this\nLease, result in any liability of Landlord to Tenant, or in any other way affect\nthis Lease or Tenant's obligations hereunder.\n\n\n                                      13.\n\n\n        26.12 Any holding over by Tenant after the expiration or other\ntermination of the Term with the written consent of Landlord shall be construed\nto be a tenancy from month-to-month at one hundred fifty percent (150%) of the\nRent in effect on the date of such expiration or termination and shall otherwise\nbe on the terms and conditions herein specified so far as applicable. Any\nholding over without Landlord's consent shall constitute a default by Tenant and\nentitle Landlord to reenter the Premises as provided in Article 16 hereof.\n\n        26.13 Time is of the essence with respect to all provisions of this\nLease in which a definite time for performance is specified.\n\n        26.14 Tenant warrants that it has had no dealings with any red broker or\nagents in connection with the negotiation of this Lease other than the party\nidentified as \"Broker\" in the Basic Lease Information and it knows of no other\nreal estate broker or agent who is entitled to a commission in connection with\nthis Lease . Tenant agrees to indemnify Landlord and hold Landlord harmless from\nand against any and all claims, demands losses, liabilities, lawsuits,\njudgments, costs and expenses (including reasonable attorneys' fees) with\nrespect to any leasing commission or equivalent compensation alleged to be owing\non account of Tenant's dealings with any real estate broker or agent other than\nBroker.\n\n        26.15 The following Exhibits and Addenda are attached hereto and\nincorporated herein by this reference (a) Exhibits A, B, C, D, E and F.\n\n        IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease the day\nand year first above written.\n\n\n\n\nSOUTH BEACH DEVELOPMENT COMPANY,         The Virtual Mall, Inc., a California\na California general Partnership         corporation, dba Greet Street\n\nBy:                                      By:\n   --------------------------------         --------------------------------\nIts:                                     Its:\n   --------------------------------         --------------------------------\n\n                                         By:\n                                            --------------------------------\n                                         Its:\n                                            --------------------------------\n             \"Landlord\"                                 \"Tenant\"\n\n\n\n\n\n\n\n                                      14.\n\n\n                                    EXHIBIT B\n\n                              MONTHLY PREMISES RENT\n\nThe following monthly rent shall be paid by Tenant in respect of the Premises\nduring each month of the Term\n\n\n\n                       MONTH               MONTHLY RENT\n                       -----               ------------\n                                        \n                        1-12                $ 17,106.00\n                       13-24                $ 18,175.13\n\n\n\n\n\n\n\n\n                                      15.\n\n\n                                    EXHIBIT C\n\n                               TENANT IMPROVEMENTS\n\n        Landlord shall install improvements in the Premises in accordance with\nthe plans and specifications and pricing notes (the \"Plans\") attached hereto.\nThe cost of such improvements shall be paid by Landlord. In addition to the\nTenant Improvements set forth on the Plans, Tenant shall have the right to\nrequire additional electrical improvements to the Premises to be installed by\nLandlord. The initial $5,000 of the cost of such additional electrical\nimprovements shall be paid by Landlord and any additional costs shall be paid by\nTenant. In addition, Tenant shall pay for any other improvements it may require\nat the Premises.\n\n\n\n\n\n\n                                      16.\n\n\n                                    EXHIBIT D\n\n                              RULES AND REGULATIONS\n\n        1. No sign, placard, picture, advertisement, name or notice shall be\ninscribed, displayed or printed or affixed on or to any part of the outside or\ninside of the Building without the written consent of Landlord, and Landlord\nshall have the right to remove any such sign, placard, picture, advertisement\nname or notice without notice to and at the expense of Tenant.\n\n        All approved signs or lettering on doors shall be printed, painted,\naffixed or inscribed at the expense Of Tenant by a person approved of by\nLandlord.\n\n        Tenant shall not place anything or allow anything to be placed near the\nglass or any window, door, partition or wall which may appear unsightly from\noutside the Premises. Landlord shall furnish and install a Building standard\nwindow covering at all exterior windows which shall not be modified by Tenant\nwithout the prior written consent of Landlord.\n\n        2. The sidewalks, halls, passages, exits, entrances, elevators and\nstairways shall not be obstructed by any of the tenants or used by them for any\npurpose other than for ingress and egress from their respective premises.\n\n        3. Tenant shall not alter any lock or install any new or additional\nlocks to any bolts on any doors or windows of the Premises.\n\n        4. The toilet rooms, urinals, wash bowls and other apparatus shall not\nbe used for any purpose other than that for which they were constructed and no\nforeign substance of any kind whatsoever shall be thrown therein. The expense of\nany breakage, stoppage or damage resulting from the violation of this rule shall\nbe borne by the Tenant who, or whose employees or invitees, shall have caused\nit.\n\n        5. Tenant shall not overload the floor of the Premises or in any way\ndeface the Premises or any part thereof.\n\n        6. No furniture, freight or equipment of any kind shall be brought into\nthe Building without the prior notice to Landlord and all moving of the same\ninto or out of the Building shall be done at such time and in such manner as\nLandlord shall designate. Landlord shall have the right to prescribe the weight,\nsize and position of all safes and other heavy equipment brought into the\nBuilding and also the times and manner of moving the same in and out of the\nBuilding. Safes or other heavy objects shall, if considered necessary by\nLandlord, stand on supports of such thickness as is necessary to properly\ndistribute the weight Landlord will not be responsible for loss of or damage to\nany such safe or property from any cause and all damage done to the Building by\nmoving or maintaining any such safe or other property shall be repaired at the\nexpense of Tenant. Tenant -shall pay for any damage to halls, doors, walls,\npaint, elevator cabs or other items caused by Tenant's movers.\n\n        7. Tenant shall not use, keep or permit to be used or kept any foul or\nnoxious gas or substance in the Premises, or permit or suffer the Premises to be\noccupied or used in a manner offensive or objectionable to the Landlord or other\noccupants of the Building by reason of noise, odors and\/or vibrations, or\ninterfere in any way with other tenants or those having business therein, nor\nshall any animals or birds be brought in or kept in or about the Premises or the\nBuilding.\n\n        8. No cooking shall be done or permitted by the Tenant on the Premises,\nnor shall the Premises be used for the storage of merchandise, for washing\nclothes, for lodging, or for any improper, objectionable or immoral purposes.\n\n        9. Tenant shall not use or keep in the Premises or the Building any\nkerosene, gasoline or inflammable or combustible fluid or material, or use any\nmethod of heating or air conditioning other than that supplied by Landlord, if\nany.\n\n        10. Landlord will direct electricians as to where and how telephone and\ntelegraph wires are to be introduced. No boring or cutting for wires will be\nallowed without the prior consent of the Landlord. The location of telephones,\ncall boxes and other office equipment affixed to the Premises shall be subject\nto the prior approval of Landlord.\n\n        11. On Saturdays, Sundays and legal holidays, and on other days between\nthe hours of 6 00 p.m. and 8 00 am. k following day, access to the Building; or\nto the halls, corridors, elevators or stairways in the Building, or to the\nPremises may be refused unless the person seeking access is known to the person\nor employee of the Building in charge and has a pass r is properly identified.\nThe Landlord shall in no ca be liable for damages for any error with regard to\nthe admission to or exclusion from the Building of any person. In case of\ninvasion, mob, riot, public excitement, or other commotion, the Landlord\nreserves the right to prevent access to the Building during the continuance of\nthe same by closing of the doors or otherwise, for the safety of the tenants and\nprotection of property in the Building and the Building.\n\n\n                                      17.\n\n\n        12. Landlord reserves the right to exclude or expel from the Building\nany person who, in the judgment of Landlord, is intoxicated or under the\ninfluence of liquor or drugs, or who shall in any manner do any act in violation\nof any of the rules and 5\"tions of the Building.\n\n        13. No vending machines or machines of any description shall be\ninstalled, maintained or operated upon the Premises without the written consent\nof the Landlord.\n\n        14. Tenant shall not disturb, solicit, or canvas any occupant of the\nBuilding and shall cooperate to prevent same.\n\n        15. Without the prior written consent of Landlord, Tenant shall not use\nthe name of the Building in connection with or in promoting or advertising the\nbusiness of Tenant except as Tenants address.\n\n        16. Landlord shall have the right to control and operate the public\nportions of the Building and the public facilities, as well as facilities\nfurnished for the common use of the tenants, in such manner as it deems best for\nthe benefit of he tenants generally .\n\n        17. All entrance doors in the Premises shall be left locked when the\nPremises are not in use, and all doors opening to public corridors shall be kept\nclosed except for normal ingress and egress from the Premises.\n\n\n\n\n\n\n                                      18.\n\n\n                                    EXHIBIT E\n\n                              MONTHLY PARKING RENT\n\n        The following monthly rent shall be paid by Tenant in respect of the\nparking spaces described in the Basic Lease Information during each month of the\nterm, which Tenant determines to use in accordance with Section 24.1:\n\n\n\n                        MONTH             MONTHLY PARKING RENT\n                        -----             --------------------\n                                       \n                          1-12            $150.00 per space per month\n                      thereafter          Fair Market Value\n\n\n\n\n\n\n\n                                      19.\n\n\n                                    EXHIBIT F\n\n                              MONTHLY STORAGE RENT\n\n        The following monthly rent shall be paid by Tenant in respect of the\nStorage Space described in the Basic Lease Information during each month of the\nTerm:\n\n\n\n                        MONTH             MONTHLY RENT\n                        -----             ------------\n                                       \n                        N\/A\n\n\n\n\n\n\n                                      20.\n\n\n\n\n\nARTICLES                            DESCRIPTION                                    PAGE NUMBER\n--------                            -----------                                    -----------\n                                                                             \n1.      Premises.............................................................................2\n\n2.      Term.................................................................................2\n\n3.      Rent, Additional Charges and Security Deposit........................................2\n\n6.      Use and Compliance with Law..........................................................4\n\n7.      Alterations and Additions............................................................4\n\n8.      Repairs..............................................................................5\n\n9.      Liens................................................................................5\n\n10.     Subordination and Attornment.........................................................5\n\n11.     Inability to Perform.................................................................5\n\n12.     Damage or Destruction................................................................6\n\n13.     Eminent Domain.......................................................................6\n\n14.     Assignment and Subletting............................................................7\n\n15.     Services and Utilities...............................................................7\n\n16.     Default and Remedies.................................................................8\n\n17.     Indemnity, Insurance and Subrogation.................................................9\n\n18.     Entry by Landlord...................................................................11\n\n19.     Notices.............................................................................11\n\n20.     No Waiver...........................................................................11\n\n21.     Estoppel Certificates...............................................................11\n\n22.     Rules and Regulations...............................................................12\n\n23.     Tax on Tenant's Personal Property...................................................12\n\n24.     Parking and Storage.................................................................12\n\n25.     Authority...........................................................................12\n\n26.     Miscellaneous.......................................................................13\n\n\n\n\n        Exhibit A - Floorplans\n        Exhibit B - Monthly Premises Rent \n        Exhibit C - Tenant Improvements \n        Exhibit D - Rules and Regulations \n        Exhibit E - Monthly Parking Rent \n        Exhibit F - Monthly Storage Rent\n\n\n\n\n                                       i.\n\n\nAn extra section break has been inserted above this paragraph. Do not delete\nthis section break if you plan to add text after the Table of\nContents\/Authorities. Deleting this break will cause Table of\nContents\/Authorities headers and footers to appear on any pages following the\nTable of Contents\/Authorities.\n\n\n\n\n                                       1.\n\n\n               First Amendment To Standard Office Building Lease\n\n\n\nThis First Amendment To Standard Office Building Lease (\"First Amendment\") is\ndated, for reference purposes only, as of September 15, 1998, and shall\nconstitute part of that certain Lease dated September 1, 1997 (\"Lease\") between\nRosenberg SOMA Investments I, LLC (\"Landlord\"), successor in interest to SOUTH\nBEACH DEVELOPMENT COMPANY, and The Virtual Mall, Inc., a California corporation,\ndba Greet Street (\"Tenant\").\n\nWhereas, Tenant has entered into a lease from Landlord of those certain Premises\nin the office building (\"Building\") commonly known as 501 Second Street in the\nCity and County of San Francisco pursuant to that certain Standard Office\nBuilding Lease dates as of September 1, 1997, (herein collectively called the\n\"Lease\");\n\nWhereas Tenant and Landlord now desire to amend the Lease to expand the premises\nand to adjust the rent and to provide for the installation of improvements;\n\nNow, therefore, for valuable consideration, the receipt of which is hereby\nacknowledged, and consideration of the mutual covenants herein contained,\nLandlord and Tenant hereby agree as follows:\n\n1. Expansion Space. Effective November 1, 1997, and running conterminous with\nthe Lease through October 17, 1999, Tenant shall lease the 5,773 net rentable\nsquare feet shown in Exhibit A hereto. The space shall be taken in \"as-is\"\ncondition, subject to paragraph 4 below. The total square footage under Lease to\nTenant, including the Expansion Space, becomes 14,326 net rentable square feet.\n\n2. Base Rent. The Base Rent shall be as listed below per month throughout the\nterm for the Expansion Space only.\n\n        Period 11-1-98 through 10-17-99            $15,875.75\n\nIf Landlord, for any reason whatsoever, is unable to deliver possession of the\nExpansion Space premises by November 1, 1998, Base Rent and Additional Charges\nshall be abated until the Expansion Space premises are available for occupancy.\nNo delay in delivery of possession shall operate to extend the Expiration Date\nbeyond 10-17-1999. If Landlord is not able to deliver possession of the\nexpansion space on or before December 31, 1998, Tenant may cancel this First\nAmendment with no further obligation whatsoever.\n\n3. Base Year. The base year for operating expense pass through purposes shall be\nthe calendar year 1999, adjusted if necessary to reflect 95% occupancy, for the\nExpansion Space only. The additional net rentable square footage will add an\nadditional 3.06% to Tenant's Percentage Share.\n\n4. Tenant Improvements. Landlord shall provide Tenant with $7,500 in Tenant\nImprovement Allowance, which Tenant may use at its sole discretion to pay for\nthe installation of its improvements.\n\n\n\n\n\n5. Parking. Landlord shall provide Tenant with four(4) additional covered\nparking spaces for the full term of this Lease, as extended, at $165.00 per\nmonth.\n\n6. Security Deposit and Advance Rent. Tenant shall increase its security deposit\n(\"Security Deposit\") by an additional $15,875.75 concurrent with its execution\nof this First Amendment as well as paying advance rent for the month of\nNovember, 1998 in the same amount of $15,875.75, also with the execution of this\nFirst Amendment.\n\n7. Early Termination. Landlord shall grant to Tenant a right to terminate the\nLease early, including the entire 14,326 net rentable square foot Premises, upon\nsatisfaction of all of the below listed conditions:\n\no        Tenant shall be required to give no less than six(6) months prior\n         written notice of its desire to terminate early.\n\no        Tenant must move to one of the following buildings: 625 Second Street,\n         410 Townsend Street, or 670 Second Street (\"Replacement Buildings\").\n\no        Tenant must rent at least 15,000 net rentable square feet in one of the\n         above listed Replacement Buildings at a mutually agreeable fair market\n         rental rate.\n\n8. No Other Provisions Changed. Except for the changes made herein, no changes\nor amendments to the Standard Office Building Lease have been made as of the\ndate of this First Amendment, and all provisions in the Lease, except as\namended, supplemented, or supplanted herein, are hereby ratified and affirmed\nand shall remain in full force and effect.\n\nThis First Amendment shall be for all purposes considered part of the Lease.\n\nLANDLORD\n\nROSENBERG SOMA INVESTMENTS, INC., a California limited liability company\n\n\nBy:\n   --------------------------------------\n        Michael Karasik, Manager\n\nDate:\n     ------------------------------------\n\nTENANT\n\nThe Virtual Mall, Inc., a California Corporation, dba Greet Street\n\n\nBy:\n   --------------------------------------\n\n\nDate:\n     ------------------------------------\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7421],"corporate_contracts_industries":[],"corporate_contracts_types":[9583,9579],"class_list":["post-41742","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-egreetings-network-inc","corporate_contracts_types-land__ca","corporate_contracts_types-land"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41742","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41742"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41742"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41742"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41742"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}