{"id":41753,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/750-university-avenue-los-gatos-ca-sublease-agreement-hi-fn.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"750-university-avenue-los-gatos-ca-sublease-agreement-hi-fn","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/land\/750-university-avenue-los-gatos-ca-sublease-agreement-hi-fn.html","title":{"rendered":"750 University Avenue (Los Gatos, CA) Sublease Agreement &#8211; HI\/FN Inc. and NetFlix.com Inc."},"content":{"rendered":"<pre>\nThis Sublease (Sublease) is made this 4th day of January, 1999 by and between\nHI\/FN, Inc., a Delaware corporation (\"Sublandlord\") and NETFLIX.COM, Inc. a\nCalifornia corporation (\"Subtenant\").\n\n                                   RECITALS\n\nA.   Sublandlord, as Tenant, is leasing from 750 University, a Limited Liability\n     Corporation (Landlord) those certain premises located at 750 University\n     Avenue, Los Gatos, California (Premises) pursuant to that certain lease\n     dated November 13, 1997 (Master Lease). Subtenant acknowledges having\n     received and reviewed a copy of the Master Lease.\n\nB.   Sublandlord desires to lease to Subtenant and Subtenant desires to lease\n     from Sublandlord a portion of the Premises consisting of approximately\n     eleven thousand eight hundred and fourteen (11,814) rentable square feet,\n     located on the ground floor (the Sublease Premises\") as shown on Exhibit E\n     attached hereto, on the terms and conditions set forth in this Sublease.\n\nNOW, THEREFORE, the parties hereto agree as follows:\n\n1.   PREMISES.\n\n     Sublandlord leases to Subtenant and Subtenant hires from Sublandlord the\n     Sublease Premises, together with the appurtenances thereto.\n\n2.   INCORPORATION OF MASTER LEASE.\n\n     This Sublease is subject to all of the terms and conditions of the Master\n     Lease and Subtenant hereby accepts, assumes and agrees to perform during\n     the term of this Sublease all of the obligations of Sublandlord as Tenant\n     under the Master Lease to the extent applicable to the Sublease Premises\n     and all of the terms and conditions of this Sublease. The terms and\n     conditions of the Master Lease are incorporated in this Sublease, except\n     that (i) unless stated to the contrary below, each reference in the\n     incorporated paragraphs to \"Lease\" shall be deemed a reference to this\n     \"Sublease\", each reference to the \"Landlord\" shall be deemed a reference to\n     the \"Sublandlord\", each reference to the \"Tenant\" shall be deemed a\n     reference to the \"Subtenant\", each reference to the \"Premises\" shall be\n     deemed a reference to the \"Sublease Premises\", each reference to the \"Term\"\n     shall be deemed a reference to the \"Sublease Term\", each reference to the\n     \"Rent\" shall be deemed a reference to the \"Rent\" as described in Section 6\n     of this Sublease, and (ii) the following terms and conditions of the Master\n     Lease shall be excluded or modified as follows: the first and second\n     sentences of the first paragraph of the recitals, Paragraphs 1, 2, 3, 4, 5,\n     7, 8, 9, and 11 of the Summary of Lease, and Paragraphs 2, 3, 4, 5, the\n     last sentence of the third paragraph of Paragraph 8, the last sentence of\n     the first\n\n                                      -1-\n\n \n     paragraph of Paragraph 9, the fourth sentence of the third paragraph of\n     Paragraph 11, the last sentence of the first paragraph and the entire last\n     paragraph of 12, 13, the last sentence of the last paragraph of Paragraph\n     15, 22, the first sentence of Paragraph 27, the second and third sentences\n     of the second paragraph of Paragraph 29, 37, 47, the entire second\n     paragraph of Paragraph 49, 51, 52, 54, 55, 56, 57, and the Lease Guaranty,\n     Exhibits A, C, C-1 and D of the Master Lease are not incorporated herein,\n     and each reference to Landlord in Sections 15, 16, 21, 30, 35 and 36 shall\n     be deemed to refer to Landlord only and not to Sublandlord.\n\n     Subtenant shall not commit or permit to be committed on the Sublease\n     Premises any act or omission which shall violate any term or condition of\n     the Master Lease incorporated herein or modified hereby. In the event of\n     the termination for any reason of Sublandlord's interest as Tenant under\n     the Master Lease, then this Sublease shall terminate therewith without any\n     liability of Sublandlord to Subtenant; except that if this Sublease\n     terminates as a result of a default of one of the parties hereto, whether\n     under this Sublease, the Master Lease, or both, the defaulting party shall\n     be liable to the non-defaulting party for all damages suffered by the non-\n     defaulting party resulting from such termination.\n\n3.   SUBLANDLORD'S OBLIGATIONS.\n\n     Sublandlord agrees that Subtenant shall be entitled to receive all services\n     and repairs to be provided by Landlord to Sublandlord as tenant under the\n     Master Lease with respect to the Sublease Premises. Sublandlord covenants\n     and agrees with Subtenant that Sublandlord shall perform all other\n     obligations of Tenant pursuant to the Master Lease to the extent that\n     failure to perform the same would adversely affect Subtenant's use or\n     occupancy of the Sublease Premises. Sublandlord also agrees that\n     Sublandlord will act as a conduit to transmit any instructions or requests\n     by Subtenant to Landlord.\n\n4.   TERM.\n\n     The term of this Sublease shall be for a period of twenty-four (24) months\n     commencing on the date that is the later of (i) February 1, 1999 or (ii)\n     the date Sublandlord delivers to Subtenant possession of the Sublease\n     Premises in broom clean condition with all approvals and permits from the\n     appropriate governmental authorities required for the legal occupancy of\n     the Sublease Premises for Sublessee's intended use (the \"Commencement\n     Date\") and ending on January 31, 2001 (the \"Sublease Term,\") In the event\n     Sublandlord is unable to deliver possession of the Sublease Premises at the\n     commencement of the Sublease Term, with the voice and data wiring referred\n     to in. Exhibit G installed by Sublandlord, Sublandlord shall not be liable\n     for any damage caused thereby, nor shall this Sublease be void or voidable\n     nor shall the term hereof be extended by such delay; provided, however,\n     that Subtenant shall not be liable for rent until such time as Sublandlord\n     offers to deliver possession of the Sublease Premises to Subtenant.\n     Notwithstanding anything to the contrary herein, if the Commencement Date\n     has not occurred prior to March 1, 1999, then, in addition to Subtenant's\n     other rights and remedies. Subtenant may terminate the Sublease by written\n     notice to Sublandlord,\n\n                                      -2-\n\n \n     whereupon any monies previously paid by Subtenant to Sublandlord shall be\n     reimbursed to Subtenant.\n\n5.   USE.\n\n     Subtenant shall use the Sublease Premises for general office and research\n     and development and for no other purpose.\n\n6.   RENTAL.\n\n     (a)  Subtenant shall pay to Sublandlord as rent for the Sublease Premises,\n          in advance, on the first day of each calendar month during the\n          Sublease Term, without deduction, offset, prior written notice or\n          demand; in lawful money of the United States, the sum of Thirty-six\n          Thousand Six Hundred Twenty-three and 40\/100ths Dollars ($36,623.40)\n          (see Rent Schedule, \"Exhibit F\"). If the Commencement Date is not the\n          first day of the month, a prorated monthly installment shall be paid\n          at the then current rate for the fractional month during which the\n          Sublease commences.\n\n     (b)  Except as provided in subparagraph (a) above, on or before the\n          Commencement Date, Subtenant shall pay Sublandlord the sum of Thirty-\n          six Thousand Six Hundred Twenty-three and 40\/100ths Dollars\n          ($36,623.40) as rent for the first month of the Sublease Term.\n\n     (c)  Concurrently with Subtenant's execution of this Sublease, Subtenant\n          shall deposit with Sublandlord the sum of Seventy-three Thousand Two\n          Hundred Forty-six and 80\/100ths Dollars ($73,246.80) as a non-interest\n          bearing security deposit for Subtenant's performance under this\n          Sublease. Within thirty (30) days after Subtenant has vacated the\n          Sublease Premises at the expiration or earlier termination of the\n          Sublease Term, the amount paid as security deposit shall be returned\n          to Subtenant after first deducting any sums that are needed by\n          Sublandlord to cure defaults of Subtenant under this Sublease or\n          compensate Landlord for damages for which Subtenant is liable pursuant\n          to this Sublease.\n\n7.   SURRENDER AT END OF TERM.\n\n     Subtenant agrees to surrender the Sublease Premises on expiration or\n     earlier termination of the Sublease Term, in the same condition and repair\n     as received on the Commencement Date, acts of God, condemnation, casualty,\n     hazardous materials not released by Subtenant, and reasonable wear and tear\n     excepted. In addition, on or prior to the expiration or earlier termination\n     of this Sublease, at Sublandlord's option, Subtenant shall remove, at\n     Subtenant's sole cost and expense, all telephone, other communication,\n     computer and any other cabling and wiring or any sort installed in the\n     space above the suspended ceiling of the Sublease Premises or anywhere else\n     in the Sublease Premises and shall promptly repair any damage to the\n     suspended ceiling, lights, light fixtures, walls and any other part of the\n     Sublease Premises resulting from such removal.\n\n                                      -3-\n\n \n8.   LANDLORD'S WRITTEN CONSENT.\n\n     This Sublease is conditioned upon and effective only upon obtaining the\n     written consent of Landlord. Sublandlord shall use reasonable efforts to\n     obtain Landlord's consent as soon as possible. If, however, Landlord's\n     consent has not been obtained by February 1, 1999, then Subtenant shall\n     have the right to terminate this Sublease, in which event Sublandlord shall\n     promptly refund to Subtenant all amounts theretofore paid by Subtenant\n     hereunder.\n\n9.   NOTICES.\n\n     All notices and demands of any kind given by Sublandlord or Subtenant\n     hereunder shall be in writing and sent by the United States mail, postage\n     prepaid, by overnight courier or by personal delivery. All such notices and\n     demands shall be addressed to Sublandlord or Subtenant, as the case may be,\n     at the addresses set forth below their respective signatures or at such\n     other addresses as they may designate from time to time, and shall be\n     effective upon receipt.\n\n10.  INSURANCE.\n\n     Insurance requirements pertaining to Sublandlord as Tenant under Paragraph\n     11 of the Master Lease shall also apply to Subtenant.\n\n11.  BROKER.\n\n     Sublandlord and Subtenant represent and warrant to each other that, with\n     the exception of Mike Filice of CPS, the Commercial Property Services\n     Company, and Bob Shepherd of Colliers International, no brokers were\n     involved in connection with the negotiation or consummation of this\n     Sublease. Each party agrees to indemnify the other, and hold it harmless,\n     from and against any and all claims, damages, losses, expenses and\n     liabilities (including reasonable attorney's fees) incurred by said party\n     as a result of a breach of this representation and warranty by the other\n     party. Sublandlord shall pay all commissions due and owing to CPS and\n     Colliers International arising out of and in connection with the Sublease.\n\n12.  SIGNAGE.\n\n     Sublandlord shall use reasonable efforts to provide Subtenant with Project\n     directory signage reasonably satisfactory to Subtenant.\n\n13.  SUBLANDLORD'S COVENANTS.\n\n     Sublandlord shall (i) keep the Master Lease in effect; (ii) not modify,\n     amend or waive any provisions thereof or make any election, exercise any\n     option, right or remedy, or grant any consent or approval thereunder\n     without, in each instance, Subtenant's prior written\n\n                                      -4-\n\n \n     consent; (iii) pay the rent due and perform all of Sublandlord's other\n     obligations under the Master Lease, except to the extent that Subtenant is\n     obligated to perform such other obligations under the Sublease; (iv) not\n     take any action or omit to take any action that could cause or constitute a\n     breach of the Master Lease or otherwise give rise to a right of Landlord to\n     terminate the Master Lease or declare any provision thereof to have become\n     ineffective; (v) enforce performance of all obligations of Landlord under\n     the Master Lease; and (vi) immediately send Subtenant copies of any notices\n     received by Sublandlord from Landlord that could affect Subtenant's use of\n     the Sublease Premises or rights under the Sublease, including, without\n     limitation, any notices of default under the Master Lease. In enforcing\n     performance of all such obligations of Landlord, Sublandlord shall, upon\n     Subtenant's written request, immediately notify Landlord of its\n     nonperformance under the Master Lease and request that Landlord perform its\n     obligations under the Master Lease.\n\n14.  SUBLANDLORD'S REPRESENTATIONS AND WARRANTIES.\n\n     (a)  As an inducement to Subtenant to enter into this Sublease, Sublandlord\n          represents and warrants that (i) the form of the Master Lease as\n          Exhibit \"A\" is true, correct and complete and has not been modified in\n          any respect; and (ii) to the best of Sublandlord's knowledge, both the\n          Master Lease is in full force and effect, and there exists no default\n          or event of default under the Master Lease by either Landlord or\n          Sublandlord, nor has there occurred any event which, with the giving\n          of notice or the passage of time or both, could constitute such a\n          default or event of default.\n\n     (b)  In addition, Sublandlord warrants and represents that, as of the\n          Commencement Date, (i) the Sublease Premises will comply with all\n          applicable laws, rules, regulations, codes, ordinances, underwriters'\n          requirements, covenants, conditions, and restrictions, (ii) the\n          Sublease Premises will be in good and clean operating condition and\n          repair, and (iii) the electrical, mechanical, HVAC, plumbing, sewer,\n          elevator and other systems serving the Sublease Premises will be in\n          good operating condition and repair. Sublandlord shall, promptly after\n          receipt of notice from Subtenant, remedy or cause to be remedied any\n          non-compliance with such warranty at Sublandlord's sole cost and\n          expense.\n\n15.  ADDITIONAL RENT.\n\n     This is a full-service gross sublease. Subtenant's only obligation with\n     regard to the repair and maintenance of the Sublease Premises shall be to\n     keep the Sublease Premises in a clean and sanitary condition. Sublandlord\n     shall, at Sublandlord's sole cost, maintain the Sublease Premises and all\n     systems serving the Sublease Premises in good working condition and repair\n     throughout the Sublease Term. Subtenant's base rent constitutes the entire\n     consideration payable by Subtenant. Under no circumstances shall Subtenant\n     be obligated to pay any items of additional rent required to be paid under\n     the Master Lease, including, without limitation, Direct Expenses, rent\n     escalation charges, common area\n\n                                      -5-\n\n \n     maintenance charges, real estate taxes, or insurance charges (as defined in\n     Paragraphs 4 and 5 of the Master Lease).\n\n16.  ABATEMENT OF RENT.\n\n     Subtenant shall be entitled to, and benefit from, any rental abatement\n     granted Sublandlord under the Master Lease, but only to the extent that\n     such abatement relates to the Sublease Premises.\n\n17.  WAIVER OF SUBROGATION.\n\n     Notwithstanding anything to the contrary contained in the Sublease or the\n     Master Lease, the parties hereto, including Landlord by reason of its\n     consent hereto, each release the others and their respective agents,\n     employees, successors, assignees and subtenants from all liability for\n     injury or damage to any property to the extent specified in Paragraph 11 of\n     the Master Lease.\n\n18.  INDEMNITY.\n\n     Except to the extent caused by any default of Subtenant, its agents,\n     employees, contractors or invitees, Sublandlord shall indemnify, defend\n     with counsel reasonably acceptable to Subtenant, and hold Subtenant\n     harmless from and against any and all losses, costs, claims, liabilities\n     and damages (including, without limitation, reasonable attorneys' and\n     experts' fees) caused by or arising in connection with (i) a breach of\n     Sublandlord's obligations under the Sublease; (ii) a breach of\n     Sublandlord's obligations under the Master Lease, unless cause by\n     Subtenant's breach of its parallel obligations under the Sublease; or (iii)\n     the negligence or willful misconduct of Sublandlord, its employees,\n     contractors, agents or invitees.\n\n19.  APPROVALS.\n     ---------\n\n     Whenever the Sublease requires an approval, consent, designation,\n     determination, selection or judgment by either Sublandlord or Subtenant,\n     such approval, consent, designation, determination, selection or judgment\n     and any conditions imposed thereby shall be reasonable and shall not be\n     unreasonably withheld or delayed and, in exercising any right or remedy\n     hereunder, each party shall at all times act reasonably and in good faith.\n\n20.  REASONABLE EXPENDITURES.\n\n     Any expenditure by a party permitted or required under the Sublease, for\n     which such party is entitled to demand and does demand reimbursement from\n     the other party, shall be limited to the fair market value of the goods and\n     services involved, shall be reasonably incurred, and shall be substantiated\n     by documentary evidence available for inspection and review by the other\n     party or its representative during normal business hours.\n\n                                      -6-\n\n \n     IN WITNESS WHEREOF, Sublandlord and Subtenant have executed this Sublease\nas of the date first set forth above.\n\nSUBLANDLORD:                            SUBTENANT:\n\nHI\/FN, INC.,                            NETFLIX.COM. INC.,\na Delaware corporation                  a California corporation\n\n\nBy: \/s\/ R. J. Farnham                   By: \/s\/ Rood Hastings\n    -------------------------------         --------------------------------\n\nName: R. J. Farnham                     Name: Rood Hastings\n      -----------------------------           ------------------------------\n\nIts: President                          Its: President\n     ------------------------------          ------------------------------- \n\nDate: 1-6-99                            Date: 3 JAN 98\n      -----------------------------           ------------------------------\n\nBy: \/s\/ William R. Walker               By: \/s\/ Marc Randolph\n    -------------------------------         --------------------------------\n\nName: William R. Walker                 Name: Marc Randolph\n      -----------------------------           ------------------------------\n\nIts: Secretary                          Its: Secretary\n     ------------------------------          -------------------------------\n\nDate: JAN 6 1999                        Date: 5 Jan 98\n      -----------------------------           ------------------------------\n\n                                      -7-\n\n \n                        LANDLORD'S CONSENT TO SUBLEASE\n\nTHIS CONSENT (Consent) is given by 750 University, a Limited Liability\nCorporation (Landlord) to that certain Sublease dated January 4, 1999, (the\nSublease) by and between HI\/FN, Inc., a Delaware corporation (\"Sublandlord\") and\nNETFLIX.COM, Inc, a California corporation (\"Subtenant\"), subject to the\nfollowing terms and conditions:\n\n1.   All capitalized terms not otherwise defined herein shall have the meaning\n     ascribed to them in the Sublease.\n\n2.   Landlord is not a party to the Sublease and has no obligations or duties to\n     Subtenant or Sublandlord under the Sublease and any provisions therein\n     purporting to obligate and\/or bind Landlord or limit Landlord's rights\n     under the Master Lease in any way are deemed null and void. Notwithstanding\n     any provision to the contrary in the Sublease, Subtenant shall have no\n     greater rights than Sublandlord has as Tenant under the Master Lease.\n\n3.   This Consent shall only apply to this Sublease and shall not be deemed to\n     be a consent to any other or further sublease or a waiver of any of the\n     provisions of the Master Lease.\n\n4.   By consenting to the Sublease, Landlord waives none of its rights against\n     the Sublandlord as Tenant under the Master Lease. The Sublease is and shall\n     remain at all times subject to and subordinate in all respects to the\n     Lease.\n\n5.   This Consent shall not modify or amend or be deemed to modify or amend the\n     Master Lease in any way, or to impose on Landlord any obligation to provide\n     notice to, or obtain consent from, Subtenant with respect to amendments,\n     defaults, waivers or any other matters pertaining to the Master Lease or to\n     the Premises covered by the Master Lease. Any waiver by Landlord of its\n     rights shall be made only in writing and signed by Landlord.\n\n6.   Upon the expiration or earlier termination of the Master Lease, the\n     Sublease shall automatically and without notice or demand, terminate and\n     Subtenant agrees promptly to surrender the Sublease Premises to Landlord\n     upon such termination without compensation from Landlord.\n\n7.   This Consent shall not be effective until receipt by Landlord of a\n     counterpart or counterparts of this Consent duly executed by Sublandlord\n     and Subtenant, each acknowledging its agreement to the terms and conditions\n     specified in this Consent.\n\n                                      -8-\n\n \n8.   Notwithstanding anything to the contrary herein, Landlord specifically\n     agrees to paragraph 17 of the Sublease entitled \"Waiver of Subrogation.\"\n\nLANDLORD\n750 University, a Limited Liability Corporation\n\n                                                     \nBy: \/s\/ Birk S. McCandless                   By: \/s\/ Barry McCarthy             \n    -----------------------------------          -------------------------------\nName: Birk S. McCandless                     Name: _____________________________\n      ---------------------------------\nIts: President                               Its: Secretary\n\nDate: 1\/11\/99                                Date: _____________________________\n      ---------------------------------\n\nEACH OF THE UNDERSIGNED HEREBY ACKNOWLEDGE THAT IT HAS READ AND UNDERSTANDS THE\nTERMS AND CONDITIONS SPECIFIED IN THE FOREGOING CONSENT AND AGREES TO ALL SUCH\nTERMS AND CONDITIONS.\n\nSUBLANDLORD                                  SUBTENANT\n\nHI\/FN, INC.,                                 NETFLIX.COM. INC.,\na Delaware corporation                       a California corporation\n\n  \nBy: \/s\/ R.J. Farnham                         By: \/s\/ Reed Hastings\n    -----------------------------------          -------------------------------\n\nName: R.J. Farnham                           Name: Reed Hastings\n      ---------------------------------            -----------------------------\n\nIts: President                               Its: President\n     ----------------------------------           ------------------------------\n \nDate: 1-6-99                                 Date: 3 JAN 98\n      ---------------------------------            -----------------------------\n \nBy: \/s\/ William R. Walker                    By: \/s\/ Marc Randolph\n    -----------------------------------          -------------------------------\n\nName: William R. Walker                      Name: Marc Randolph\n      ---------------------------------            -----------------------------\n \nIts: Secretary                               Its: Secretary\n     ----------------------------------           ------------------------------\n\nDate: JAN 9 1999                             Date: 5 Jan 98\n      ---------------------------------            -----------------------------\n\n                                      -9-\n<type>EX-10.6\n<sequence>9\n<description>LEASE AGREEMENT\n\n\n\n                                                                  EXHIBIT 10.6\n\n THIS LEASE IS NOT TO BE CONSTRUED AS AN OFFER AND IS NOT BINDING ON BARRISTER\n EXECUTIVE SUITES, INC. UNTIL IT IS SIGNED BY AN OFFICER OF BARRISTER EXECUTIVE\n                                 SUITES, INC.\n\n                                LEASE AGREEMENT\n                                ---------------\n\n     THIS LEASE is made on MARCH 31, 2000 between Barrister Executive Suites,\nInc. a California Corporation (hereinafter referred to as \"Lessor\"), and\nNETFLIX.COM, INC. _________________________________________________ (hereinafter\n----------------\nreferred to as \"Lessee\")\n\n     Lessor has entered into a master lease for the floor (the \"Suite\")\ndescribed below:\n\n               Floor or Suite Number:        5th Floor OR Suite 500\n               Name of Building:             Computax Tower\n               Address:                      21250 Hawthorne Boulevard\n               City and State:               Torrance, California 90503\n\nThis Lease is subordinate to the lease with the Building (\"Master Lease\") dated\nFebruary 18, 1987 (as amended).\n\nLessee desires to lease from Lessor a certain portion of the Suite for the\npurposes of conducting Lessee's business together with rights in common to the\n\"common areas\" of the Suite.\n\n     In consideration of the covenants and promises each to the other made\nherein, the parties hereto agree as follows:\n\n     1.   LEASED PREMISES. Lessor agrees to lease to Lessee and Lessee agrees to\nlease from Lessor portions of the Suite described below (the \"Premises\") and on\nthe floor plan attached hereto as Exhibit A. In addition to the exclusive use of\nthe Premises. Lessee shall have the non-exclusive right in common with Lessor's\nother lessees to use all common areas and facilities available in the Suite.\nExcept as otherwise agreed to in writing. Lessee takes the Premises in an \"as\nis\" condition.\n\n          (a)  Office No(s). #5\n                             --\n\n          (b)  Desk Space No(s):_________________________________\n\n     Lessee shall be prohibited from using or occupying any premises other than\nthose premises designated in this Lease as the Premises. In the event that\nLessee uses or occupies any space other than the Premises without Lessor's\nwritten consent. Lessee shall pay Lessor a sum designated by Lessor for the\nunauthorized use of said space.\n\n     2.   TERM. Except as it may be modified by the applicable provisions of\nthis Agreement, the term of this Lease shall be for a period of 6 months,\ncommencing on APRIL 17, 2000, and expiring on OCTOBER 31, 2000. If the term\n              --------------                  ----------------\ncommences on a day other than the first of the month, the term shall expire on\nthe last day of the month identified herein, provided at least two (2) full\ncalendar months advance written notice of termination has been provided to\nLessor in the manner described in section 3 of this Lease.\n\n* PLUS 14 (FOURTEEN DAYS)\n\n                                       1\n\n \n     In the event the Premises are not ready for occupancy on the commencement\ndate, this Lease shall remain in full force and effect provided Lessor makes the\nPremises available for occupancy within forty-five (45) days of the scheduled\ncommencement date. In such case all rent shall be abated until Lessor makes the\nPremises available for occupancy. Lessor shall not be liable to Lessee for any\nloss or damage arising from any delays: Lessee's sole remedy shall be the right\nto cancel this Lease in the event Lessor fails to deliver possession of the\nPremises as set forth herein. Lessee is advised that any floor plans provided by\nLessor are not to scale, the measurements are not always accurate, and the\nPremises are not always built exactly as shown on the floor plans.\n\n     3.   LEASE TERMINATION, Either party may terminate this Lease at the\nexpiration date set forth herein by giving two (2) calendar months advance\nwritten notice effective on the expiration date set forth on page one (1) of\nthis Lease. If neither party sends written notice of termination to the other\nparty two (2) calendar months in advance of the expiration date, this Lease\nshall automatically become a month-to-month agreement REQUIRING AT LEAST TWO (2)\nFULL CALENDAR MONTHS ADVANCE WRITTEN NOTICE TO TERMINATE THE LEASE, EFFECTIVE\nTHE END OF THE SECOND FULL CALENDAR MONTH. IF THE LEASE HAS EXPIRED AND BECOME A\nMONTH-TO-MONTH AGREEMENT, OR IF THE ORIGINAL TERM OF THE LEASE WAS MONTH-TO-\nMONTH, TWO (2) FULL CALENDAR MONTHS ADVANCE WRITTEN NOTICE OF TERMINATION IS\nREQUIRED, AND ANY SUCH TERMINATION SHALL ONLY BE EFFECTIVE THE END OF THE SECOND\nFULL CALENDAR MONTH. FOR EXAMPLE: IF WRITTEN NOTICE OF TERMINATION IS RECEIVED\nBY EITHER PARTY BY APRIL 30 TH. ANY SUCH NOTICE SHALL BE EFFECTIVE JUNE 30 TH.\nIF WRITTEN NOTICE OF TERMINATION IS RECEIVED BY EITHER PARTY ON MAY 1 ST OR ANY\n--------------------------------------------------------------------------------\nLATER DATE IN MAY, ANY SUCH NOTICE SHALL NOT BE EFFECTIVE UNTIL JULY 31 ST.\n---------------------------------------------------------------------------\nLessor's rent increase notice is not to be construed as a termination notice.\nAll notices must be given pursuant to section 13.\n\n     If Lessee fails to vacate the Premises for any reason after the termination\ndate or purports to rescind the termination notice after Lessor has already\nleased Lessee's terminated space. Lessee will pay the rent the new tenant had\nagreed to pay, plus any and all resulting damages and losses incurred by Lessor\nbecause the new tenant cannot move into the space previously terminated by\nLessee.\n\n     4.   RENT. Lessee agrees to pay Lessor as rental for the Premises the\nfollowing monthly sums:\n\n          $1,300.00 Office(s) (#5)\n           --------\n\n          $___________________ Desk space(s)\n\n          $___________________ Telephone Equipment and Service\n\n          $____________________Voicemail Box(es)\n\n          $____________________Furniture Rental (See Page 2A)\n\n          $1,300.00 Total monthly rent\n           --------\n\n     In addition to the above rent, Lessee shall be obligated to pay rent for\nany space within the Suite which Lessee occupies but which is not included in\nthe Premises (the \"unrented space\"). Lessee's obligation for said unrented space\nshall be at the rate set forth in Lessor's written notice to Lessee concerning\nLessee's occupancy of the unrented space. Lessee's obligation to pay rent for\nthe unrented space shall be effective as of the date in which Lessor gives\nLessee written notice of the rent to be paid for said space, and occupancy of\nthe unrented space shall be subject to all terms and conditions of this Lease.\nThe terms and conditions of this Lease are confidential, and Lessee agrees not\nto reveal said terms and conditions to any third parties. Lessee's disclosure of\n                                       --- \nthe terms and conditions of this Lease shall be cause for Lessor at\n\n                                       2\n\n \nLessor's sole discretion to immediately terminate this Lease, or increase\nLessee's rental rates to Lessor's current asking price.\n\nRent shall be payable on or before the first day of each and every calendar\nmonth during the term hereof. If the term commences on a day other than the\nfirst day of the calendar month, rent shall be prorated based on the portion of\nthe calendar month remaining. Lessee's first payment shall include one month's\nfull rent, plus any partial calendar month's rent for the first month of the\nLease, plus the last month's rent, plus the security deposit and a set-up fee of\n$150.00. At all times Lessee shall maintain the last month's rent with Lessor in\nan amount equal to one (1) times the monthly rent paid by Lessee for the\nPremises.\n\n     In addition to payment of the rent set forth herein. Lessee agrees to the\nfollowing: from any payment made by Lessee. Lessor shall first apply such sums\nas are necessary to meet any of Lessee's outstanding obligations to Lessor. Said\nobligations may arise from matters such as services Lessor provides Lessee. Any\nremaining balance shall then be applied to Lessee's rent obligation in the\namount set forth above. In the event such remaining balance is not sufficient to\nmeet Lessee's rental obligation. Lessee shall pay upon written demand by Lessor\nany remaining sums due. Failure to pay said sums when so demanded shall\nconstitute an event of default under this Lease.\n\n     Any and all sums Lessee is obligated to pay under the terms of this Lease\nshall be construed as rent obligations in addition to the monthly rent set forth\nherein. Such additional rent shall include a service charge of Fifty Dollars\n($50.00) for each of Lessee's dishonored checks returned by the institution on\nwhich said checks are drawn. If at any time during the term of this Lease Lessee\nhas tendered payment by check and Lessee's bank returns more than one such\npayment for any reason including insufficient funds. Lessor may, at its option,\nrequire all future payments be made by cashier's check. A Two Hundred Dollar\n($200.00) handling charge for each Three Day Notice or Notice of Termination of\nServices which Lessor is required to serve upon Lessee due to Lessee's failure\nto make timely rent payments or breach of any other term or condition of this\nLease shall be assessed against Lessee to be paid with the monthly rent in the\nevent more than one of either notice is served during the term of the Lease. A\nSeven Hundred Fifty Dollar ($750.00) handling charge will be further assessed\nagainst Lessee in the event that Lessee does not render payment after service of\na Three Day Notice and Lessor then serves Lessee with an Unlawful Detainer\nAction. Should Lessee not tender payment of the rent by the first (1st) business\nday of each month, a late charge shall be assessed in an amount of five cents\n($0.05) for each dollar ($1.00) so overdue for the purpose of defraying the\nexpense incident to handling such delinquent payment. In addition, Lessor may\ndiscontinue any and all services provided Lessee, including, but not limited to,\nuse of all common areas, e.g., library and conference room, telephone answering\nservice, photocopying, word processing, fax and legal research. Should Lessor\ndiscontinue any services above for non-payment, an administrative fee of One\nHundred Dollars ($100.00) will be assessed to reinstate said services. Lessee\nhereby releases Lessor, its employees, agents, principals and contractors from\nany liability for damages which Lessee may suffer as a result of Lessor's\nsuspension of services for the reasons stated herein.\n\n     5.   SECURITY DEPOSIT. Upon execution of this Lease by Lessee. Lessee\nwill pay a security deposit in an amount of $1,550.00 which is equal to one (1)\n                                            ---------\ntimes the monthly rent plus a services deposit of Two Hundred Fifty Dollars\n($250.00) as security for the performance by Lessee of its obligations under\nthis Lease. The security deposit will not be interest-bearing to Lessee. Lessor\nwill retain the security deposit during Lessee's tenancy. Lessee shall not apply\nthe security deposit as rent. If Lessee remains in the Premises after the\nexpiration date of this Lease, the security deposit will be retained by Lessor\nuntil Lessee moves out of the Premises. Lessor may claim and retain such amount\nof Lessee's security deposit as is reasonable necessary to remedy any defaults\nof the Lessee in the payment of rent or services, to repair damages to the\nPremises caused by the Lessee, replacement of keys and any other outstanding\nobligations to Lessor, and Lessor may, at its option and at any time during the\nterm of this Lease, treat the security deposit as a partial payment applied\ntoward Lessee's obligation for the Premises during Lessee's last month of\noccupancy of the same. The parties expressly agree that the security deposit is\nmade for all of the aforesaid specific purposes. At all times Lessee shall\nmaintain a security deposit with Lessor in an amount equal to one (1) times the\nmonthly rent paid by Lessee for the Premises rent plus\n\n                                       3\n\n \na services deposit of Two Hundred Fifty Dollars ($250.00). Lessor shall bill\nLessee for any such additional security deposit as required. Lessor will refund\nLessee's security deposit, less any offsets as set forth in this paragraph,\napproximately thirty (30) days after Lessee's tenancy has terminated and\nLessee's has vacated, returned keys and removed any and all items of personal\nproperty from the Premises.\n\n     6.   USE Lessee shall use the Premises solely for SALES\/MKTG, and for\n                                                       ---------- \nno other purpose. Lessee shall not do or permit anything to be done in or about\nthe Suite and Premises which will in any way obstruct or interfere with the\nrights of other tenants or occupants of the Suite, or injure or annoy them, or\nuse or allow the Premises to be used for any improper, immoral, unlawful or\nobjectionable purpose, nor shall Lessee cause, maintain or permit any nuisance\nin, on or about the Premises. Lessee shall not commit or suffer to be committed\nany waste in or upon the Premises. Lessee agrees that Lessee will not offer or\nuse the Premises to provide to others, services provided by Lessor to Lessor's\nother lessees. (I.E. Fax Machines, Copiers, etc.). If Lessee leases one or more\ndesk spaces, no desk space may be occupied by more than one person. Lessee\nagrees that no office shall be occupied by more than two (2) persons without the\nprior written consent of Lessor. Only two (2) computers or similar electronic\ndevices are allowed to be located in each office and not more than one in each\ndesk space. Lessor will provide all photocopy and fax services for the Premises\nand Lessee shall not be permitted to install any fax or photocopy, machines in\nthe Leased Premises.\n\n     7.   DEFAULTS AND REMEDIES.\n\n          Lessee's Defaults. Any of the following defaults shall constitute a\n          -----------------\nmaterial default by Lessee:\n\n          (a) If Lessee fails to make any payment of rent, additional security\ndeposit or any other payment required to be made by Lessee hereunder, as and\nwhen due.\n\n          (b) If Lessee withholds rent, deducts or offsets from rent or services\ndue hereunder any amount for any reason.\n\n          (c) If Lessee occupies, uses or stores any personal property in any\nunrented office in the Suite, or stores any personal property in any unrented\ndesk space or unrented office in the Suite, or stores any personal property in\nany common area.\n\n          (d) If Lessee fails to observe or perform any of the provisions of\nthis Lease, where such failure shall continue for a period of ten (10) days\nafter written notice thereof from Lessor to Lessee.\n\n          If Lessee defaults under this Lease, (i) Lessor may terminate this\nLease, (ii) Lessor may recover, in addition to any rent and other charges\nalready due and payable, all rent for the entire unexpired balance of the stated\nterm of this Lease and all costs incurred by Lessor to recover such sums from\nLessee, including reasonable attorney's fees and\/or Lessor may recover damages\nfrom Lessee. All rights and remedies of Lessor under this Lease shall be\ncumulative and in addition to any other rights or remedies available at law or\nin equity. No failure by Lessor to exercise any right or remedy or to insist\nupon strict performance following a default by Lessee shall constitute a waiver\nof such default by Lessor, (iii) Lessor may terminate all services provided\nLessee, including, but not limited to, use of all common areas, e.g., library\nand conference room, telephone answering service, photocopying, word processing,\nfax and legal research.\n\n     8.   HIRING LESSOR'S EMPLOYEES. Lessor spends a great deal of time to\nhire and train employees for the operation of the Suite and other suites. Lessee\nderives the benefit of Lessor's experience in operating the Suite and of such\nhiring and training procedures. Lessee realizes the time and expense Lessor\nincurs to obtain personnel, and Lessee therefore agrees not to offer or accept\nfor hire any of Lessor's employees at any time during the term or any extension\nor renewal of this Lease. \"Lessor's employees\" include Lessor's employees during\nthe period of their employment with Lessor and for a period of one hundred\neighty (180) days thereafter.\n\n                                       4\n\n \nLessor and Lessee have considered the matter and have reasonably endeavored to\nestimate the actual damages to Lessor in the event Lessee breaches this\nprovision and offers or accepts for hire any of Lessor's employees, and both\nrealizing that it would be impractical or extremely difficult to fix the actual\ndamage to Lessor resulting from such offer or hiring of Lessor's employees.\nLessor and Lessee therefore agree that if Lessee offers or accepts for hire any\nof Lessor's employees at any time during the term or any extension of renewal of\nthis Lease, or within one hundred eighty (180) days after Lessee moves out of\nLessor's offices. Lessee agrees to pay Lessor the sum of Five Thousand dollars\n($5,000.00) for the employee so hired to compensate Lessor for Lessor's loss in\nhiring and training said employee. Said sum represents the amount agreed upon by\nthe parties as Lessor's liquidated damages.\n\n     9.   INSURANCE. Lessor has blanket liability insurance coverage for the\ncommon areas in the Suite. Lessor's insurance does not cover the Lessee's\nPremises or Lessee's property in the Suite and Premises. Lessor shall not be\nliable to Lessee, or to any other person, for any damages or business\ninterruption on account of loss, damage, fire or theft of any personal or\nbusiness property, including, but not limited to, property left with the floor\nreceptionist or telephone operators, door lettering or other property purchased\nby, or belonging to, Lessee.\n\n     Lessee shall indemnify and hold harmless Lessor from and against any and\nAll claims arising from Lessee's use of the Premises, or from the conduct of\nLessee's business or from any activity, work or things done, permitted or\nsuffered by Lessee in the Premises and shall further indemnify and hold harmless\nLessor from and against any and all claims arising from any breach or default in\nthe performance under the terms of this Lease, or arising from any negligence of\nthe Lessee or any of Lessee's agents, contractors, visitors, or employees, and\nfrom and against all costs, attorney's fees, expenses and liabilities incurred\nin the defense of any such claim or any action or proceeding brought thereon,\nand in case any action or proceeding be brought against Lessor by reason of any\nsuch claim. Lessee upon notice from Lessor shall defend the same at Lessee's\nexpense by counsel satisfactory to Lessor and Lessor's landlord. Lessee, as a\nmaterial part of the consideration to Lessor and Lessor's landlord, hereby\nassumes all risk of damage to property or injury to persons in the Premises and\nLessee hereby waives all claims in respect thereof against Lessor.\n\n     Lessee shall maintain a policy (issued by a company reasonably acceptable\nto Lessor) of comprehensive general liability insurance with a combined single\nlimit of not less than $1,000,000 insuring against all liability of Lessee and\nits agents arising out of Lessee's use or occupancy of the Premises and\nincluding contractual liability coverage for the indemnification obligations of\nLessee under this lease. This policy of insurance shall name the Lessor as an\nadditional insured and shall include cross liability endorsements in favor of\nthe Lessor. Lessee's insurance shall be primary and non contributing with any\ninsurance carried by Lessor, and shall contain an endorsement requiring at least\nsixty (60) days prior written notice of cancellation to Lessor. Lessee shall\ndeliver a certificate of insurance to Lessor prior to taking occupancy of the\nPremises and shall provide evidence of renewed insurance coverage prior to the\nexpiration of any policies. No insurance required or obtained by Lessee\nhereunder shall limit any liabilities or obligations of Lessee to Lessor under\nthis Lease.\n\n     10.  COMMON AREA. All areas not designated for exclusive use of tenants or\navailable for lease to prospective tenants constitute the Suite's common areas.\nLessee shall have the non-exclusive right of access and use of the common areas\nand facilities contained therein. Conference room(s) may be used on a\nreservation basis only subject to Lessor's rules and regulations governing use\nof the same (see section 9 of exhibit D).\n\n     11.  MASTER LEASE. Lessee shall have no greater rights to the use and\noccupancy of the Suite and Premises than Lessor has with the Building under\nLessor's Master Lease: in particular. Lessee's term under this agreement shall\nnot be greater than Lessor's term under the Master Lease. Lessee is bound to\nLessor in the same manner as Lessor is bound to the Building with respect to all\nstandard lease provisions (e.g. eminent domain, destruction of building, etc.).\nas well as the rules and regulations of the Building attached hereto as Exhibit\nC.\n\nTermination of the Master Lease shall terminate this Lease and all of Lessor's\nobligations hereunder. If Lessor's interest is so terminated. Lessee shall, at\nthe option of Lessor's landlord, attorn to Lessor's landlord and recognize\nLessor's landlord as Lessor under this Lease. Lessee shall execute and deliver\nat any time when requested by\n\n                                       5\n\n \nLessor's landlord an instrument to evidence such attornment. Lessee waives the\nprovision of any law which may give Lessee any right of election to terminate\nthis Lease or to surrender possession of the Premises by reason of the\ntermination of the Master Lease. This paragraph does not obligate Lessee in any\nway to the Master Lessor of the Building or to anyone else, for anyone else's\nrent, or any payment whatever, except as expressly set forth in this Lease.\n\nAt any time, Lessor may terminate this Lease upon sixty (60) days written notice\nto Lessee in the event that Lessor's interest in the Master Lease is terminated.\nIn the event Lessor's interest in the Master Lease is terminated. Lessee shall,\nat the option of Lessor's landlord, attorn to Lessor's landlord or Lessor's\nlandlord's designee, and recognize Lessor's landlord or Lessor's landlord's\ndesignee as Lessor under this Sublease. Lessee shall execute and deliver at any\ntime when requested by Lessor's landlord an instrument to evidence such\nattornment. In no event, however, shall Lessor's landlord or Lessor's landlord's\ndesignee be liable for any previous act or omission by Lessor under this\nSublease, or for the return of any advance rental payments or deposits under\nsuch agreements that have not been actually delivered to Lessor's landlord or\nLessor's landlord's designee, nor shall Lessor's landlord or Lessor's landlord's\ndesignee be bound by any modification to any modification to any such agreements\nexecuted without Landlord's consent, or for any advance rental payments in\nexcess of one month's rent. Lessee waives the provision of any law which may\ngive Lessee any right of election to terminate this Lease or to surrender\npossession of the Premises by reason of the termination of the Master Lease.\n\n     12.  SUBLETTING. Lessee shall not sublet or assign the Premises or any part\nthereof for any period of time. Any subletting or assignment of this Lease which\nis not in compliance with the provisions of this paragraph shall be void and\nshall, at the option of Lessor, terminate this Lease. In such event, Lessee\nshall be liable for any expenses Lessor may incur in regaining possession of the\nPremises or so much of the Premises as Lessee may have subleased or assigned\nwithout Lessor's consent\n\n     13.  NOTICE TO LESSOR. Any notice regarding a breach of this lease or\ntermination thereof shall be in writing and sent by certified mail or personal\ndelivery to Barrister Executive Suites, Inc., Attention: Lease Termination\nDepartment, 233 Wilshire Boulevard, Suite 500, Santa Monica, California 90401\n(in the case of Lessor), or to Lessee c\/o the address of the Premises (in the\ncase of Lessee). Certified mail notice shall be deemed given forty-eight (48)\nhours after the date it is placed, postage prepaid, in a depository for United\nStates mail, PERSONAL DELIVERY TO THE FLOOR MANAGER, RECEPTIONIST OR TELEPHONE\nOPERATOR DOES NOT CONSTITUTE NOTICE TO LESSOR. Either party may provide for a\ndifferent address by notifying the other party of said change as provided for\nherein.\n\n     14.  SUBSTITUTION. At any time after the execution of this Lease, Lessor\nmay substitute for the Leased Premises other premises elsewhere in the suite\ncomparable to existing spare (the \"New Premises\") in which event the New\nPremises shall be deemed to be the Leased Premises for all purposes hereunder,\nprovided:\n\n          (a) The New Premises shall be similar in area and appropriateness for\nLessee's purposes in Lessor's reasonable determination; and\n\n          (b) If Lessee is occupying the Leased Premises at the time of any such\nsubstitution. Lessor shall pay the reasonable out of pocket, third party expense\nof moving Lessee, its property and equipment to the New Premises.\n\n     15.  RULES AND REGULATIONS. Lessee shall observe at all times Lessor's\nRules and Regulations a copy of which is attached hereto as Exhibit D.\n\n     16.  REPAIRS. The landlord which leases the Suite to Lessor is\nresponsible for construction of the building, parking garage or lot, and repairs\nto elevators, air conditioning, electrical, plumbing and structural supports\nunder the Master Lease. Lessor is not liable to Lessee by reason of any defect,\ninadequacy or insufficiency in same. Lessee may not deduct or offset any amount\nfrom rent due herein because of any problem regarding\n\n                                       6\n\n \nconstruction, access to services, repairs or lack thereof. Lessor will\ncoordinate any repair or complaint of Lessee. However, any claim by Lessee with\nrespect thereto shall be made solely against the Building and Lessor hereby\nassigns to Lessee, solely for the purpose of making and prosecuting any such\nclaim, all rights which Lessor has under the Master Lease. Lessor will\ncoordinate all repairs for dangerous conditions existing in the common areas\nwithin the Suite. Lessee is responsible for, and shall indemnify and hold Lessor\nharmless from and against, any damage to persons or property caused by Lessee,\nor Lessee's employees, agents, clients, guests or invitees, as well as any\nbusiness interruption, lost business or income caused by phone system problems,\nlong distance and local phone service problems, photocopier problems, and\/or fax\nmachine problems.\n\n     17.  RIGHT OF ENTRY. If Lessee has given notice to terminate or Lessee is\nin default of rental payments, or if Lessee is on a Month-to-Month Lease,\nLessor's employees may show the Premises to prospective tenants between 9:00\na.m. and 6:00 p.m., Monday through Friday. If during the last month of the term\nLessee shall have removed all or substantially all of Lessee's property, Lessor\nmay immediately allow anyone else to occupy the Premises without relieving\nLessee of liability for rent for that period of time unless Lessor receives\nrental income from Lessee's space, in which event such payment shall be credited\nagainst, Lessee's rent obligation for the period of time the space is occupied\nby someone else.\n\n     18.  UTILITIES, SERVICES, MAINTENANCE AND CONSTRUCTION. Under Lessor's\nMaster lease, the Building provides utilities, services (janitorial, heat and\nair conditioning) and maintenance. Janitorial services include carpet vacuuming,\nbut not shampooing. Heat and air conditioning is provided during generally\nrecognized business days and hours. Lessee is allowed access to the Premises\ntwenty-four (24) hours a day, seven (7) days a week subject to the Building's\nrules requiring proper identification after normal business hours. Lessor is not\nliable to Lessee by reason of any failure to provide or the inadequacy of\nutilities, janitorial, heat or air conditioning services, parking, elevators, or\nmaintenance. Lessor is not responsible for any negligence of the Building's\nagents or employees. Lessee may not deduct or offset any amount from rent due\nherein because of any problem regarding utilities, heat, air conditioning,\nparking, elevators, janitorial services, maintenance services or defective\nconstruction of Premises. Upon request by Lessee. Lessor will write the Building\nregarding any complaint by Lessee regarding utilities, heat, air conditioning,\njanitorial services, maintenance or construction; however, any claim by Lessee\nwith respect thereto shall be made by Lessee directly to the Building, and\nLessor hereby assigns to Lessee, solely for the purpose of making and\nprosecuting any such claim, all rights which Lessor has against the Building\nunder the Master Lease. Lessor is responsible for maintaining the common areas\nwithin the Suite, however, Lessor is not responsible for maintaining, repairing\nor cleaning the floor covering, wall covering or drapes\/window blinds within\nLessee's Premises, other than the normal janitorial service provided by the\nBuilding. Non-recurring operating and capital improvements may be passed on to\nthe Lessee.\n\n     19.  ATTORNEY'S FEES. In the event legal proceedings to regain possession\nof the Premises or to collect moneys owed are instituted because of Lessee's\nfailure to pay rent, security deposit, cost of repair of the Premises or to cure\nany breach of this Lease by Lessee, the prevailing party shall be entitled to\nrecover as an element of his cost of suit, and not as damages, reasonable\nattorney's fees to be fixed by the court. The \"prevailing party\" shall be the\nparty who is entitled to recover his costs of suit, whether or not the suit\nproceeds to final judgment. The party not entitled to recover his costs shall\nnot recover attorney's fees. No sum for attorney's fees shall be counted in\ncalculating the amount of a judgment for purposes of determining whether a party\nis entitled to recover his costs of attorney's fees.\n\n     20.  ENTIRE AGREEMENT, MERGER AND WAIVER. This Lease Agreement supersedes\nand cancels any and all previous negotiations, arrangements, offers, brochures,\nagreements or understandings, if any, between the parties hereto. This Lease\nAgreement expresses and contains the entire agreement of the parties hereto and\nthere are no expressed or implied representations, warranties or agreements\nbetween them, except as herein contained. This Lease Agreement may not be\nmodified, amended or supplemented except by a writing signed by both Lessor and\nLessee. No consent given or waiver made by Lessor of any breach by Lessee of any\nprovision of this Lease Agreement shall operate or be construed in any manner as\na waiver of any subsequent breach of the same or of any other provision.\n\n                                       7\n\n \n     21.  CONFLICT OF INTEREST. Lessee agrees that a conflict of interest would\nbe created if Lessee were to represent or act as Legal counsel for the\nemployees, officers, vendors, contractors, landlords and\/or tenants of Lessor.\nTherefore, so long as Lessee is a tenant of Lessor, Lessee shall be prohibited\nfrom representing Lessor's employees, officers, vendors, contractors, landlords\nand\/or tenants in any legal action or lawsuit which involves Lessor, or Lessor's\nManaging Agent (if applicable). Failure to comply with this provision shall\nconstitute an event of default under the Lease and shall be cause for Lessor to\nterminate this Lease.\n\n                                         BARRISTER EXECUTIVE SUITES, INC.\n\nNETFLIX.COM\nLESSEE                                   LESSOR\n\n\/s\/ Signature Illegible\nVP OF Contact ACQ.                       _________________________________\n\nDate: 3\/31\/00                            Date: ___________________________\n      -------\n\n\"YOUR SIGNATURE IS ALSO REQUIRED ON PAGE 6 OF EXHIBIT D.\"\n\n                                       8\n\n \n                                   EXHIBIT D\n                                   ---------\n\n                       BARRISTER EXECUTIVE SUITES, INC.\n\n                             RULES AND REGULATIONS\n\n                       ATTACHED AND MADE A PART OF LEASE\n\n     Lessor has adopted these Rules and Regulations for the purpose of assuring\nLessee of the quiet enjoyment of the Suite. Lessee agrees to abide by the Rules\nand Regulations so long as Lessee remains in occupancy of the Premises\n\n     1.  COMMON AREAS. The sidewalks, hallways, passages, exits, entrances,\nelevators, escalators, and stairways shall not be obstructed by Lessee or used\nby him for any purpose other than for ingress to and egress from the Premises.\nThe halls, passages, exits, entrances, escalators and stairways are not for the\nuse of the general public and Lessor shall in all cases retain the right to\ncontrol and prevent access thereto by all persons whose presence in the judgment\nof Lessor shall be prejudicial to the safety, character, reputation and\ninterests of the suite and its lessees, provided that nothing herein contained\nshall be construed to prevent such access to persons with whom Lessee normally\ndeals in the ordinary course of such Lessee's business unless such persons are\nengaged in illegal activities.\n\n     2.  DISPLAY OF SIGNS. No sign, placard, picture, name, advertisement or\nnotice, visible from the exterior of the Premises shall be inscribed, painted,\naffixed or otherwise displayed by Lessee on the Premises or any part of the\nbuilding without the prior written consent of Lessor, and Lessor shall have the\nright to remove any such sign, placard, picture, name, advertisement or notice\nwithout notice to and at the expense of Lessee. Lessor's consent, whether before\nor after the execution of the Lease, shall in no way operate as waiver or\nrelease of any of the provisions hereof or of the Lease, and shall be deemed to\nrelate only to the particular sign, placard, picture, name, advertisement or\nnotice so consented to by Lessor and shall not be construed as dispensing with\nthe necessity of obtaining the specific written consent of Lessor with respect\nto any other such sign, placard, picture, name, advertisement or notice.\n\n     3.  DIRECTORY. Subject to the Building's rules and regulations. Lessee may\nhave Lessee's business name on the Building's lobby and parking-level\ndirectories. Lessor will order the installation of directory listings for the\nname(s) designated as \"Lessee\" on this Lease. Lessee, shall pay the Lessor's\nprevailing charge for any Directory Listings. If Lessee desires a different\nlisting, additional listings, or does not want a name on the directories. Lessee\nwill note that fact at the bottom of this page and at the discretion of Lessor\nand the Building, such additional listings may be provided.\n\n     4.  DOOR LETTERING. Lessee may, at Lessee's expense, have the occupant's\nname placed on Lessee's office door in the uniform size, style, place and manner\nselected by Lessor. If Lessee requires door signs, Lessee shall pay Lessor for\nsame at Lessor's prevailing rate. Lessee shall not install a title, company name\nor anything else on the outside of Lessee's door or any other location visible\nfrom the common area. For attorneys, a law firm name on the door is permissible,\nso long as it does not exceed one line. Lessor recommends the use of a single\noccupant's name, or no name at all. If Lessee's office is within a private\nsuite. Lessee shall not place any name on the entrance door to the private suite\nunless Lessee has leased the entire mini-suite, or each office and desk space\nwithin that private suite is occupied and Lessee obtains written consent of all\nother tenants within that private suite. If at any time Lessee does not lease an\nentire mini-suite or private suite and Lessee does not have the consent of all\nother occupants of the mini-suite or private suite, including Lessor's in the\nevent a vacancy exists. Lessee shall remove, at its own expense, all lettering\nfrom the entrance door to the mini-suite or private suite. If Lessee's door\nlettering is not installed by the office of the building or the company\nrecommended by Lessor, or if the next Lessee does not immediately install door\nlettering. Lessee is responsible for the cost of professional removal of\nLessee's door lettering as well as any damage to the door caused by the removal\nof Lessee's door\n\n                                       1\n\n \nlettering. If any co-Lessee complains that Lessee's door lettering is not in\nkeeping with the provisions herein. Lessee will after at Lessee's expense the\ndoor lettering to comply with these provisions.\n\n     5.  KEYS. Lessor will supply one key to the door of each office or desk\narea (including one key for each existing desk lock if the former tenant\nreturned the key) rented by Lessee. If Lessee does not receive a door key for\nspace rented within 5 days after the commencement date of this Lease. Lessee\nshall send Lessor a certified letter with return receipt asking for the key(s)\nand if such letter is not received by Lessor. Lessee will be deemed to have\nreceived the key(s) and Lessee will be responsible for replacing the key(s) when\nLessee moves out. Lessee will pay the Lessor's prevailing charge for elevator\nkeys, security cards or keys to enter the Building after normal business hours,\nor additional office or desk area keys. Lessor is not responsible for changing\nany lock for any reason including, but not limited to, the master key kept by\nLessor's employees, or any other key which opens Lessee's space, being stolen,\nlost or misplaced. Lessee understands that Lessor is not liable for thefts.\nSubject to the approval of the Building manager. Lessee may install a deadbolt\nlock on or change the tumbler on any door(s) leading to an area within which\nLessee has leased all the space. Deadbolts must be installed above the doorknob.\nwith precisely 7 1\/2\" between the center of the knob and the center of the dead\nbolt. If Lessee chooses to change the tumbler or to install a dead bolt. Lessee\nrealizes that maintenance personnel will not be able to enter and clean Lessee's\noffice(s). Lessee shall be responsible for the return of all keys to the\nPremises. In the event Lessee fails to do so. Lessee shall pay Lessor for the\ncost of re-keying all doors to the Premises. If Lessee requires Lessor to admit\nLessee into the Premises, Lessee will be assessed Lessor's standard charge for\nadmitting Lessee for each occurance after the first.\n\n     6.   CARPETING AND WALL COVERING. Lessee accepts the carpeting, flooring,\nand walls on an \"as is\" basis. Lessee shall return the carpeting, flooring,\nwalls, and wall covering to Lessor in their installed condition less normal wear\nand tear. Lessee may not make changes in floor covering or wall covering without\nthe prior written consent of Lessor. Upon termination of the Lease, whether upon\nexpiration of the term or sooner. Lessee agrees to pay Lessor One Hundred\nDollars ($100,00) per leased office and Fifty Dollars ($50,00) per leased desk\nspace to cover the painting and cleaning costs for each such space. The\napplicable amounts for such painting and cleaning costs shall be deducted from\nLessee's security deposit should Lessee fail to pay Lessor for same upon lease\ntermination.\n\n          DRAPES (OR VENETIAN BLINDS). Lessor shall provide drapes or blinds\n(whichever is standard for the Building) in exterior window offices (excluding\noffices with atrium exposures) at no expense to Lessee. Lessor is not obligated\nto clean or repair the drapes (or blinds). Lessee shall return same to Lessor in\ntheir present condition less normal wear and tear. As required by the Building,\nLessee must use the building standard drapes or blinds. Lessee may install\noverdrapes (visible only from within the office) in the texture and color of\nLessee's choice, which must be removed at lease termination. If the Building has\nspecial sun-resistant glass treatment and does not provide drapes or blinds for\nother floors in the building. Lessor shall not be required to provide drapes or\nblinds to Lessee.\n\n     8.   IMPROVEMENTS. Lessee may make cosmetic improvements within the\noffice(s) and\/or desk space(s) leased herein subject to Lessor's prior written\napproval and provided that Lessee pays for any such improvements, and further\nprovided said improvements do not affect the structural integrity of the\nBuilding or violate Lessor's Master Lease. All improvements (other than floor\ncovering or wall covering changes) must be done by the Building's general\ncontractor or a contractor of Lessee's choice with the prior written permission\nof the Office of the Building and Lessor. Lessee may remove any improvements\npaid for by Lessee provided that Lessee repairs any holes, gaps or other damage\nto walls, ceiling, flooring or their coverings. Lessee will remove any\nimprovements (other than additional, normal-height electrical outlets or shelves\nwithin a cabinet or closet occupied by Lessee) installed by Lessee and restore\nthe Premises to the condition prior to Lessee's occupancy if requested to do so\nby Lessor. Lessee shall not remove any improvement for which Lessor contributed\npayment without Lessor's prior written consent. During the restoration period,\nLessee shall pay rent to Lessor as provided herein as if said space were\notherwise occupied by Lessee.\n\n                                       2\n\n \n     9.   CONFERENCE ROOM. Lessee may use the conference room(s) on a\nreservation basis only. Lessee may not have a standing or permanent reservation\nof the conference room. Lessee will not reserve the conference room on more than\n3 occasions in any 30-day period nor may Lessee reserve use of the conference\nroom for an entire day more than one day at a time, unless Lessor's floor\nmanager confirms that such excess use does not conflict or interfere with any\nother co-tenant's reasonable pro rata use of the conference room. Excess usage\nwill be charged to Lessee at Lessor's prevailing rate. Lessee understands the\nconference room is for meetings, depositions or other conferences and is not to\nbe used for lunches or any other purpose which causes loud noise, offensive\nodors or any other environmental situation which disturbs other tenants. Use of\nthe conference room at any other suite operated by Lessor is permitted one time\nin any 30-day period on a reservation basis. Such usage is limited to normal\nbusiness hours when the floor manager is present.\n\n     10.  LIBRARY. Lessor will provide access to a Law Library, consisting of\none set of each major multi-volume publication (other than desk or specialized\nsets) used most frequently by most lawyers as determined by Lessor's experience\n(said law library may be comprised of CD-ROM disks or books). Lessee shall not\nmark, mar, tear or otherwise deface any book.\n\n     Lessee shall refrain from smoking, eating and drinking in the library and\nshall be bound by the rules made by Lessor with respect to the use of the\nlibrary, including but not limited to the following:\n\n          (a)  Lessee will return to the shelf each book that Lessee removes\n               from the shelf.\n\n          (b)  Lessee will complete an \"out card\" for each book removed from the\n               library.\n\n          (c)  Lessee will not keep any book out of the library overnight.\n\n     Lessor is not responsible for repurchasing lost, stolen or missing books or\nsupplements.\n\n     If the number of lost, stolen or missing books is unusually large, as\ndetermined by Lessor's experience in running numerous law suites. Lessor may\nlock the library after normal business hours or institute other security\nmeasures Lessor deems appropriate, including inspection of all offices in the\nSuite to locate missing books.\n\n     Lessee realizes that every book or supplement needed by Lessee will not\nalways be in the library as some books or supplements may be missing, stolen or\nhave been removed by tenants. Lessee acknowledges that Lessor is not responsible\nto Lessee or any other persons in the event that research by, or on behalf of,\nLessee is inadequate or incomplete because some books or supplements have not\nbeen updated, have been removed, or are missing or stolen. Lessor may at any\ntime and without prior notice to Lessee, remove the on-site library: however.\nLessee shall have the right to use the library of any other law suite operated\nby Lessor but may not remove any book from said library. The Law Library is\nprovided for the convenience of the tenants and Lessor can not be held\nresponsible for any inadequacy therein.\n\n     11.  TELEPHONE. MAIL SORTING AND RECEPTION. Lessor agrees to provide\nstandard telephone answering, mail sorting and reception services as reasonably\nrequired by Lessee from 9:00 a.m. to 5:30 p.m., Monday through Friday, national\nand\/or state holidays excepted. Lessee shall be responsible for its own\ntelephone expense, and the installation and monthly service charges, if any,\nfrom the telephone company by reason of Lessee's lines being connected to the\nreception desk and telephone room consoles. Any telephone expense billed to\nLessor (including any telephone company double charge) shall be paid or\nreimbursed by Lessee to Lessor. Lessee agrees to use only the telephone\nequipment and services of the vendor authorized by Lessor if Lessee wishes to\nconnect its telephones lines to Lessor's switchboard and have Lessor answer\nLessee's telephone lines. Lessee may not install more than two incoming lines on\nLessor's switchboard for each office and one incoming line for each desk space,\nand all such lines are to be answered with the same greeting. Telephone\nequipment shall only be moved by Lessor or its authorized vendor and Lessee\nshall be responsible to pay all costs of such moves at the current rates charged\nby Lessor's authorized vendor.\n\n                                       3\n\n \n     In the event that Lessee receives excessive incoming telephone calls\nthrough Lessor's switchboard (Greater than 1,000 calls per month per office\nrented will be considered excessive). Lessor may impose a reasonable charge for\nsuch excessive usage or require Lessee to disconnect its telephone lines from\nLessor's switchboard and have Lessee answer its own telephone lines. Lessee is\nencouraged to have a private line that bypasses Lessors switchboard for\nimportant clients &amp; personal callers so as to help ensure that Lessee does not\nreceive excessive calls through Lessor's switchboard.\n\n     Lessee is required to maintain voice-mail access so that Lessor's telephone\noperators may route Lessee's callers that need to leave a message into said\nvoice-mail. Should Lessor's operators be required to take a paper message for\nany reason. Lessee agrees to pay Lessor's standard charge for each such message\nwritten.\n\n     Should Lessee choose not to be connected to Lessor's switchboard and not\nhave Lessor answer its telephones. Lessee may use its own telephone equipment\nprovided Lessee obtains said equipment from a telephone vendor approved by\nLessor. Lessee acknowledges that the telephone cabling which currently exists in\nthe suite is the property of Lessor and Lessor may have provided the rights to\nuse of the existing cabling to its authorized telephone vendor. Therefore, if\nLessee chooses to use its own telephone equipment. Lessee may be charged a\nmonthly fee by Lessor or its authorized telephone vendor for use of the existing\ntelephone cabling. In the event Lessee replaces Lessor's cabling with Lessee's\nown vendor's cabling, Lessee shall reimburse Lessor for any expense Lessor's\nphone vendor assesses to switch out its cabling and to restore it after Lessee\nvacates the Premises.\n\n     Lessee agrees that Lessor is not responsible for the acts or omissions of\nLessor's telephone vendor. Lessor is not responsible for telephone equipment\nbreakdowns, and Lessee understands that telephone service may not always be\ncontinuous. Further, Lessee agrees to indemnify, release, and hold Lessor\nharmless from any loss damage, claim or liability arising out of or in\nconnection with any telephone equipment failure, including lost business or\nincome. Services offered by Lessor are subject to human, electrical and\nmechanical error, failure, or illness which may result in the delay or\ndiscontinuation of these services. Lessee acknowledges that Lessor is not\nresponsible for telephone equipment breakdowns and that telephone service may\nnot always be continuous.\n\n     If the telephone company does not install Lessee's phone on or before the\ncommencement date of this Lease, the commencement date shall not be extended,\nnor shall rent be abated since Lessee is responsible for insuring that Lessee's\ntelephone lines are installed in Lessee's office and connected to Lessor's\ncentral call director. If Lessee desires a floor telephone outlet or any other\ntelephone outlet not already provided. Lessee will pay the Building's relocation\ncharge and any additional conduit and electrical work charges.\n\n     Lessee recognizes that telephone answering, mail sorting and reception\nservices are never perfect and that all receptionists and telephone operators\nmake mistakes. Lessor strives to provide excellent telephone answering, mail\nsorting and reception services, however it will not be error-free. Lessee may\nperform telephone answering and mail service directly or through Lessee's\nemployees. Lessee agrees that Lessor shall not be liable for any loss of\nbusiness or damages of any sort occurring through or in connection with or\nincidental to the furnishing of, or the failure to furnish, telephone answering,\nmail sorting or reception service. Further, Lessee agrees to indemnify, release,\nand hold Lessor harmless from any loss, damage, claim or liability arising out\nof or in connection with any telephone answering, mail sorting and\/or reception\nservice provided or not provided by Lessor's employees to Lessee or to any\ncaller, visitor or associate of Lessee, or mail or deliveries of any goods or\nmerchandise intended for Lessee. IN THE EVENT THIS LEASE TERMINATES, OR LESSEE\nIS IN DEFAULT HEREUNDER, LESSOR MAY, AT ITS ELECTION, REFUSE TO PROVIDE\nTELEPHONE ANSWERING SERVICE, LIBRARY AND CONFERENCE ROOM USAGE, PHOTOCOPYING,\nWORD PROCESSING, FAX AND LEGAL RESEARCH AND LESSOR SHALL NOT BE IN BREACH OF ANY\nOF ITS OBLIGATIONS HEREUNDER. NOR SHALL SUCH REFUSAL BE DEEMED AN EVICTION OF\nLESSEE UNDER THIS LEASE.\n\n                                       4\n\n \n     Lessor provides open message and mail slots to all tenants. Lessee\nacknowledges that Lessor is not responsible for loss or theft of messages or\nmail. Lessee may install at Lessee's expense a locking cover over the mail slot\nor one or both sides of the message slot provided that Lessee will be\nresponsible for any damage to said mail or message slot as well as for restoring\nthe slot to its original condition when Lessee moves out. Lessee understands\nthat any covered slot will not be in alphabetical order and will be at the\nbeginning or end of the row of slots at the telephone operator's discretion.\nLessee further understands that a key must be given to the telephone operators\nin order for them to insert mail and\/or messages into the respective slots, or\nthe covers must be designed with a small opening for that purpose. Lessor's sole\nobligation to answer telephones or sort mail shall be limited to Lessee's name\nor associates of Lessee occupying individual offices. Services in addition to\nthe foregoing shall be subject to a charge to be determined by Lessor.\n\n     Upon termination of this Lease. Lessor will write on all mail \"Return to\nSender\" and return to the post office. Lessor will not store mail nor place a\nforwarding address on it unless Lessee pays the then-prevailing charge for said\nservice.\n\n     12.  PHOTOCOPYING AND FAX. Lessor will provide all photocopy and fax\nservices for the Premises and Lessee shall not be permitted to install any fax\nor photocopy machines in the Leased Premises. If Lessee desires to use these\nservices. Lessee shall execute separate services agreements for same, and\ncharges arising from these services shall appear on Lessee's monthly statements\nand shall be paid for together with the monthly rent for the Premises. Lessee\nrecognizes that photocopy and fax machines do break down and that repair persons\ndo not come over promptly. Lessee acknowledges that Lessor is not responsible\nfor machine breakdowns.\n\n     13.  PARKING. Lessee and Lessee's visitors may have validated and monthly\nautomobile parking (if available) in the Building's parking facilities, if any,\naccording to the Building's rules and regulations. Lessor is under no obligation\nto provide parking. Lessee's failure to obtain parking shall in no way affect\nLessee's obligation to pay rent.\n\n     14.  PROFESSIONAL CONDUCT. If Lessee conducts himself or his business in\nsuch a manner that reflects unfavorably on them or the Suite. Lessor may\nterminate this Lease on 15 days notice to Lessee and any rent paid in advance\nwill be returned to Lessee on a pro rata basis. Lessor further reserves the\nright to exclude, expel from the Suite or terminate the Lease of (on 5 days\nnotice to Lessee) any person who, in the sole judgment of Lessor, is abusive to\nLessor's employees, tenants or visitors to the Premises, is intoxicated or under\nthe influence of liquor or drugs, or who shall in any manner do any act in\nviolation of any of these rules and regulations or applicable laws.\n\n     15.  SMOKING. Smoking is expressly prohibited in all areas of the Suite.\n\n                                       5\n\n \n     16.  AMENDMENTS. Lessor may, without further notice, make changes or adopt\nany such other and further rules and regulations which in its sole judgment may\nbe necessary for the proper operation of the Suite. Lessee agrees to abide by\nall such rules and regulations hereinabove stated and any additional rules and\nregulations which are adopted. So long as Lessee is not in violation of its\nobligations under the Lease or these rules and regulations. Lessor shall observe\nthe rules and regulations.\n\n                                         BARRISTER EXECUTIVE SUITES, INC.\n\nNETFLIX.COM\nLESSEE                                   LESSOR\n\n\/s\/ Signature Illegible\nVP of Contact Acquisition                ____________________________________\n\nDate: 3\/31\/00                            Date: ______________________________\n      -------                                         \n\n\"YOUR SIGNATURE IS ALSO REQUIRED ON PAGE S OF THE LEASE\"\n\n                                       6\n\n \n                                   EXHIBIT A\n                                   ---------\n\n                                [CHART OMITTED]\n\n \n                                   EXHIBIT B\n                                   ---------\n\nNOT APPLICABLE TO THIS LEASE\n\n \n                                   EXHIBIT C\n                                   ---------\n\n                        BUILDING RULES AND REGULATIONS\n\n1.   Security Landlord may from time to time adopt appropriate systems and\n     procedures for the security or safety of the Building, any persons\n     occupying, using or entering the same, or any equipment, furnishings or\n     contents thereof, and Tenant shall comply with Landlord's reasonable\n     requirements relative thereto.\n\n2.   Locks Landlord may from time to time install and change locking mechanisms\n     on entrances to the Building, common areas thereof, and the Premises, and\n     (unless 24 hour security is provided by the Building) shall provide to\n     Tenant a reasonable number of keys and replacement therefor to meet the\n     bona fide requirements of Tenant. In these rules \"keys\" include any device\n     serving the same purpose. Tenant shall not add to or change existing\n     locking mechanisms on any door in or to the Premises without Landlord's\n     prior written consent. If with Landlord's consent, Tenant install lock(s)\n     incompatible with the Building master locking system:\n\n          (a)  Landlord, without abatement of Rent, shall be relieved of any\n               obligation under the Lease to provide any service to the affected\n               areas which require access thereto.\n          (b)  Tenant shall indemnify Landlord against any expense as a result\n               of forced entry thereto which may be required in an emergency,\n               and\n          (c)  Tenant shall at the end of the Term and at Landlord's request\n               remove such locks at Tenant's expense.\n\n3.   Return of Keys At the end of the Term, Tenant shall promptly return to\n     Landlord all keys for the Building and for the Premises which are in\n     possession of Tenant.\n\n4.   Windows Tenant shall observe Landlord's rules with respect to maintaining\n     window coverings at all windows in the Premises so that the Building\n     presents a uniform exterior appearance, and shall not install any window\n     shades, screens, drapes, covers or other material on or at any window in\n     the Premises without Landlord's prior written consent. Tenant shall take\n     reasonable steps to provide that window coverings are closed on all windows\n     in the Premises while they are exposed to the direct rays of the sun.\n\n5.   Repair, Maintenance, Alterations and Improvements Tenant shall carry out\n     Tenant's repair, maintenance, alterations and improvements in the Premises\n     only during times agreed to in advance by Landlord and in a manner which\n     will not unreasonably interfere with the rights of other tenants in the\n     building.\n\n6.   Water Fixtures Tenants shall not use water fixtures for any purpose for\n     which they are not intended, nor shall water be wasted by tampering with\n     such fixtures. Any cost or damage resulting from such misuse by Tenant\n     shall be paid for by Tenant.\n\n7.   Personal Use of Premises The Premises shall not be used or permitted to be\n     used for residential, lodging or sleeping purposes or for the storage of\n     personal effects or property not required for business purposes.\n\n8.   Heavy Articles Tenant shall not place in or move about the Premises without\n     Landlord's prior written consent any safe or other heavy article which in\n     Landlord's reasonable opinion may damage the Building, and Landlord may\n     designate the location of any heavy articles in the Premises.\n\n9.   Carpet Pads In those portions of the Premises where carpet has been\n     provided directly or indirectly by Landlord, Tenant shall at its own\n     expense install and maintain pads to protect the carpet under all furniture\n     having casters other than carpet casters.\n\n                                       1\n\n \n10.  Bicycles, Animals Tenant shall not bring any animals or birds into the\n     Building, and shall not permit bicycles or other vehicles inside or on the\n     sidewalks outside the Building except in areas designated from time to time\n     by Landlord for such purposes.\n\n11.  Deliveries Tenant shall ensure that deliveries of material and supplies to\n     the Premises are made through such entrances, elevators and corridors and\n     at such times as may from time be designated by Landlord, and shall\n     promptly pay or cause to be paid to Landlord the cost of repairing any\n     damage in the Building caused by any person making such deliveries.\n\n12.  Furniture and Equipment Tenant shall ensure that furniture and equipment\n     being moved into or out of the Premises is moved through such entrances,\n     elevators and corridors and at such times as may from time to time be\n     designated by Landlord, and by movers or a moving company approved by\n     Landlord, and shall promptly pay or cause to be paid to Landlord the cost\n     of repairing any damage in the Building caused thereby.\n\n13.  Solicitations Landlord reserves the right to restrict or prohibit\n     canvassing, soliciting or peddling in the Building.\n\n14.  Food and Beverages Only persons approved from time to time by Landlord may\n     prepare, solicit orders for, sell, serve or distribute foods or beverages\n     in the Building, or use the elevators, corridors or common areas for any\n     such purpose. Except with Landlord's prior written consent and in\n     accordance with arrangements approved by Landlord, Tenant shall not permit\n     on the Premises the use of equipment for dispensing food or beverages or\n     for the preparation, solicitation of orders for, sales, serving or\n     distribution of food or beverages.\n\n15.  Refuse Tenant shall place all refuse in proper receptacles provided by\n     Tenant at its expense in the Premises or on receptacles (if any) provided\n     by Landlord for the Building, and shall keep sidewalks and driveways\n     outside the Building, and lobbies, stairwells, ducts and shafts of the\n     Building, free of all refuse.\n\n16.  Obstructions Tenant shall not obstruct or place anything in or on the\n     sidewalks or driveways outside the Building or in the lobbies, corridors,\n     stairwells or other common areas of the Building, or use such locations for\n     any purpose except access to and exit from the Premises without Landlord's\n     prior written consent. Landlord may remove at Tenant's expense any such\n     obstruction or thing (unauthorized by Landlord) without notice or\n     obligation to Tenant.\n\n17.  Dangerous or Immoral Activities Tenant shall not make any use of the\n     Premises which involves the danger of injury to any person, nor shall the\n     same be used for any immoral purpose.\n\n18.  Proper Conduct Tenant shall not conduct itself in any manner which is\n     inconsistent with the character of the Building as a first-quality building\n     or which will impair the comfort and convenience of other tenants in the\n     Building.\n\n19.  Employees, Agents and Invitees In these Rules and Regulations, Tenant\n     includes the employees, agents, invitees and licensees of Tenant and others\n     permitted by Tenant to use or occupy the Premises.\n\n20.  Housekeeping Tenant shall prevent paper, books, magazines and other\n     obstructions from being placed on heat, ventilating and air conditioning\n     convectors and any other interference with the heat, ventilating and\/or air\n     conditioning system within the Premises.\n\n21.  Energy Conservation Tenant shall make every effort to practice energy\n     conservation within the Premises and will cooperate with Landlord in\n     establishing and implementing such conservation programs as Landlord may\n     from time to time develop.\n\n                                       2\n\n \n                               Executive Suites\n\n                              RENTAL APPLICATION\n\nPLEASE PRINT CLEARLY OR TYPE AND FILL IN ALL REQUESTED INFORMATION, THANK YOU.\n\nApplicant Name (As it will appear on the Lease agreement) NetFlix.com, Inc.\n                                                          ----------------\n\nIs this business a (circle one) Corporation or Partnership or Sole\n                                            --\nProprietorship? Federal Tax ID # 77-0467272\n                                 ----------\n\nIf Corporation: State of Incorporation Delaware Date incorporated 8\/29\/97 Corp.\n                                       --------                   -------\nID # _____\n\n\nType of Business DVD Rental\n                 ----------\n\nDate Business Established ___________________ Current Phone #408-399-3700\n                                                             ------------\n \nPLEASE PROVIDE COMPLETE INFORMATION FOR THE INDIVIDUAL(S) WHOM WILL BE EXECUTING\n--------------------------------------------------------------------------------\nTHIS LEASE AND SIGNING AS THE GUARANTOR:\n---------------------------------------\n\n________________________________________________________________________________\nName             Title        Home Address        City      State      Zip Code\n \n________________________________________________________________________________\nSocial Security #             Home Telephone #           Work Telephone #\n \n________________________________________________________________________________\n                 Title        Home Address        City      State      Zip Code\n\n________________________________________________________________________________\n                              Home Telephone #           Work Telephone #\n\nLANDLORD REFERENCES\n-------------------\n\nCurrent Business Address 750 UNIVERSITY AVENUE, LOS GATOS, CA. 95032\n                         -------------------------------------------\n\nLessor HI\/FN Lessor's Phone # &amp; Contact(408)399-3500 - Dave Merrick\n       -----                           ----------------------------\n\nMonthly Rent 36,623 Initial Term of Lease 24 mo. Length of Occupancy 14 mo.\n             ------                       -----                      ----- \n \nReason for Leaving N\/A\n                   ---\n \nBANK ACCOUNT INFORMATION\n------------------------\n \n________________________________________________________________________________\nBank Name       Address           Phone # and Contact            Account Number\n\n________________________________________________________________________________\nBank Name       Address           Phone # and Contact            Account Number\n\nHas this business, its officers, partners or owners ever been delinquent in any\npayment of any financial obligation? If yes, please explain:\n\n________________________________________________________________________________\n\nThe information on this application is true and correct to the best of my\/our\nknowledge. I\/We hereby authorize Barrister Executive Suites, Inc. or its agents\nto obtain either a consumer or investigative credit report and to verify all\ninformation by contracting the sources listed herein, or any other sources\navailable. I\/We understand that information \n\n \nthat does not verify, or cannot be verified, may result in this application not\nbeing approved.\n\n              OFFICERS OR PARTNERS (NAMED ABOVE) MUST SIGN BELOW\n              --------------------------------------------------\n\nNAME ____________________________  TITLE VP ??      DATE 3\/31\/00\n                                         -----           -------\n\nNAME ____________________________  TITLE ??         DATE 4\/3\/00\n                                         --              ------\n\n                              Barrister Use Only\n\nProperty #______ Space #'s__________ Term _________ Rate____________ Cost or\nTeaser_______\n\nSpecial\nCircumstances___________________________________________________________________\n\nBroker referral (yes or No)__________ Tenant referral (Yes or No)___________ TI\nwork_______\n\n \n                                                           Los Angeles, CA 90045\n                                                           (310) 258-8019\n                                                           Fax (310) 258-8001\n                       BUSINESS OFFICE MANAGEMENT, LLC.\n\n                    SERVICE AND EQUIPMENT RENTAL AGREEMENT\n\nGENERAL INFORMATION:\n\nNetFlix.com, Inc.                       Main Phone No.: (408) 399-3700\n-----------------                                       --------------\nCompany Name\n \n750 University Avenue                   Billing Contact: ______________________\n---------------------\nAddress\n \nLos Gatos, Ca.   95032-7606             Contact Phone No. (408)________________\n---------------------------\nCity       State   Zip Code                               CIMOY FURIMO\n \nPRODUCTS\/SERVICES:\n \n<table> \n<caption> \n                                          Monthly Charges      Installation Fee     Refundable Deposit\n                                          Qty                  Qty                  Qty\n                                          ---                  ---                  ---\n<s>                                       <c>                  <c>                  <c> \nTelephone (1 DID &amp; 1 Voice Box)           1 x $100= 100        1 x $225= 225        1 x $100= 100\n                                          -         ---        -         ---        -         ---\n                                                                                    \nAdd'l Telephone (1 Voice Box &amp; ext(s))    ___ x $100=___       ___ x $75=___        ___ x $100=___\n                                                                                    \nFacsimile\/Modern\/extra DID line           1 x $25= 25          1 x $75= 75          \n                                          -        --                   --\nAdditional Voice Mail Box                 ___ x $15=___        ___ x $25=___        \n                                                                                    \nTelephone\/Mail Service line charge        ___ x $25=___        ___ x $75=___        \n(1 Voice Mail Box &amp; 1 DID)                                                          \n                                                                                    \nCOLUMN TOTAL:                                    125                300                    100\n                                                 ---                ---                    --- \n  \nTOTAL AMOUNT DUE:                                        525.00\n                                                         ------\n<\/c><\/c><\/c><\/s><\/caption><\/table>\n\n* All adds, moves and changes after initial installation will be billed at then\nprevailing rates with a one hour minimum charge.\n\nAGREEMENT:\n----------\n\nI\/WE HEREBY AGREE TO PAY BUSINESS OFFICE MANAGEMENT, LLC EACH OF THE CHARGES\nLISTED AS WELL AS ANY CHARGES ON THE DATE OF INSTALLATION OR IN THE FUTURE. I\/WE\nFURTHER AUTHORIZE \"BOM\" TO ACT AS MY\/OUR AGENT IN DEALING WITH LOCAL EXCHANGE\nCARRIERS, OTHER COMMON CARRIERS, RESELLER, CONSULTANTS AND EQUIPMENT VENDORS.\nTHIS AUTHORIZATION SHALL REMAIN IN FULL FORCE AND EFFECT UNTIL FURTHER WRITTEN\nNOTICE\n\n    \/s\/ Signature Illegible\nBy: _______________________                       Date: 4\/3\/00\n                                                        ------\nName (Please Print): W. BARRY McCARTHY JR         Title: CFO\n                     --------------------                ---\n\n \n                   TERMS AND CONDITIONS OF BOM WATS SERVICE\n                        AND EQUIPMENT RENTAL AGREEMENT\n\nThis Agreement shall be effective, and its obligations commence, upon the date\nof execution by the parties. If either party desires to cancel this Agreement it\nshall give the other party written notice of its intent to cancel at least\nthirty (30) days in advance of the desired cancellation date. Upon termination\nof this Agreement. Client shall vacate the equipment in good repair (ordinary\nwear and tear resulting from the proper use thereof alone excepted) by\npermitting BOM to enter Client's premises for the sole purpose of de-installing\nand repossessing said equipment.\n\nThe equipment as outlined on the reverse side of this Agreement shall be kept at\nthe location specified, also on the reverse of this Agreement and shall not be\nremoved therefrom without BOM's prior written consent. Client shall use the\nequipment in a careful manner and shall comply with all laws relating to its\npossession, use and maintenance. BOM will keep the equipment in good repair and\nfurnish all parts, mechanisms and devices required therefor. Client agrees that\nonly BOM provided equipment will be used in Client's offices, and that Client\nshall not make any alterations, additions or improvements to the equipment nor\nchange any outlets or jacks without the prior written consent of BOM. Client is\nresponsible for loss or damage to any or all equipment, excepting ordinary wear\nand tear resulting from the proper use thereof, and no such loss or damage of\nany or all equipment shall relieve Client of the obligation to pay rent or any\nother obligation under the Agreement.\n\nPayment for balances shall be due BOM from the Client within ten (10) days from\nthe invoice date. Payments received after the due date shall result in interest\ncharges of one and one half percent (1 1\/2%) per month, and entitle BOM to\ncommence collection action as defined below. BOM does not waive remedies for\ncollection and reserves the right to enlist the assistance of Client's executive\nsuite management and\/or ownership in collection of any outstanding balances due.\nBOM\" agreement with Barrister Executive Suites, Inc., allows Barrister Executive\nSuites, Inc. to deduct any outstanding balance(s) due BOM, at termination, from\nClient's security deposit with Barrister Executive Suites, Inc. Client is hereby\nnotified that BOM may instruct Barrister Executive Suites, Inc. to take such\naction for any balance due upon lease termination.\n\nIf payment has not been received by the due date, or any extension thereof\npermitted at its option for all charges billed to Client, then BOM may, at its\nsole discretion and without prior notices, terminate this Agreement in part of\nin whole. BOM shall have the right, without notice or service, to remove any and\nall equipment from Client without legal process. BOM reserves the right to\ncollect attorney's fees and any and all litigation costs incurred by BOM in the\ncollection of unpaid accounts and repossession of any and all equipment. BOM\nfurther reserves the right as security for the services described herein to\nrequire a cash deposit of a minimum of one (1) months' projected usage. However,\nif credit worthiness has been proven and maintained BOM may waive this\nrequirement.\n\nClient shall release BOM from any and all claims, actions, proceeding, expenses,\ndamages and liabilities, including attorney's fees, arising in connection with\nthe provision of BOM services, including any loss or damages or cost caused by\nthe failure or breakdown of said service or equipment. Any damages of any kind\nto Client for interruption in service is limited to refund of BOM charges for\nthe period of service outage. The parties' obligations under this Agreement are\nsubject to, and neither party shall be liable for, delays, failures to perform,\nor damage, or damage or destruction or malfunction of any equipment or any\nconsequences thereof caused or occasioned by, or due to fire, flood, water, the\nelements, labor disputes and shortages, utility curtailments, power failures,\nexplosions, and disturbances, governmental requisition, shortages of equipment\nor supplies, unavailability of transportation, acts or omissions of third\nparties. or any other cause beyond the parties' reasonable control. Further, BOM\nmakes no warranty, whether expressed or implied, with respect to the services\nprovided hereunder and expressly disclaims any warranty of merchantability, or\nwarranty of fitness for a particular purpose, with the exception of BOM's proven\nnegligence.\n\nUpon prior written notice of consent is obtained from a party herein, the other\nparty will keep in the strictest confidence all information identified by the\nunder party as confidential, or which from the circumstance and adherence to\ncommon business practices, in good faith ought to be treated as confidential,\nsuch as but not limited to, information relating to parties' products, services,\nmethods of operations, prices lists, customer lists, or other information of the\nbusiness affairs of a party, its parent company, or its affiliated or subsidiary\ncompanies, which the party may acquire or become familiar with in connection\nwith or as a result of the performance of this Agreement. It is hereby\nunderstood that should any such confidentiality be breached, such breach may\ncause BOM significant damages for which Client would be liable.\n\n \nThe failure of either party hereto to enforce or insist upon compliance with any\nof the provisions of the Agreement, or the waiver thereof, in any instance,\nshall not be constructed by the either party as a general waiver or\nrelinquishment of any other provision of this Agreement, but the same shall,\nnonetheless be and remain in full force and effect.\n\nThis Agreement shall be, in all respects governed by and construed and enforced\nin accordance with the laws of the State of California. County of Los Angeles,\nincluding all matters of construction, validity, and performance. If any\nprovision of this Agreement or its application shall be held invalid, illegal,\nor unenforceable in any respect by a court of competent jurisdiction, the\nvalidity, legality and enforceability of all other provisions and applications\nhereof shall not in any way be affected or impaired. Furthermore, client\nacknowledges that it has elected to be served by a private utility, that it is\nnot a member of the general public or a portion thereof seeking protection by\nthe Public Utilities Commission, and that it waives any right to such\nprotection.\n\nClient will not assign this Agreement nor assign any interest in or to any of\nthe equipment therein to any person or persons without the prior written consent\nof BOM. BOM reserves the right to assign this Agreement or any interest in or to\nany of the equipment therein at its sole discretion. Further, Client understands\nthat any telephone numbers assigned to Client are not transferable when service\nis discontinued and are the sole property of BOM. Client may not place a display\nadvertisement in the \"yellow pages\" of any telephone directory or order a\ncalling card or telephone directory under the assigned telephone number without\nthe prior written consent of BOM.\n\nThis Agreement superseded all prior agreements, promises, understandings,\nstatements, representations, warranties, indemnities and covenants and all\ninducements to the making of this Agreement relied upon by either party hereto,\nwhether written or oral, between the parties hereto with respected the subject\nmatter hereof and embodies the parties' complete and entire agreement with\nrespect to the subject matter hereof. No statement of agreements, oral or\nwritten, made before the execution of this Agreement shall vary or modify the\nwritten terms hereof in any way whatsoever. The terms and conditions of this\nAgreement are subject to future changes, additions or modification of service as\nrequested by Client and approved by Business Office Management, LLC.\n\n     Rates are subject to change by Business Office Management at any time,\nwithout notice\n\n___________________________________          ___________________________________\nBY: CLIENT                                   BY: BUSINESS OFFICE MANAGEMENT\n\n___________________________________          ___________________________________\nNAME                TITLE                    NAME                    TITLE\n\n___________________________________          ___________________________________\nDATE                                         DATE\n<type>EX-10.7\n<sequence>10\n<description>LEASE AGREEMENT DATED AUGUST 11, 1999\n\n\n\n                                                                  EXHIBIT 10.7\n\n                                LEASE AGREEMENT\n                                   (NNN R&amp;D)\n                            BASIC LEASE INFORMATION\n                                        \nLease Date:                   August 11, 1999\n\nLandlord:                     LINCOLN-RECP OLD OAKLAND OPCO, LLC,\n                              a Delaware limited liability company\n\nLandlord's Address:           c\/o Legacy Partners Commercial, Inc.\n                              101 Lincoln Centre Drive, Fourth Floor\n                              Foster City, California 94404-1167\n\nTenant:                       NetFlix.com, \n                              a Delaware corporation\n\nTenant's Address:             Before Commencement Date:\n                              750 University Avenue\n                              Los Gatos, California 95032-7606\n                              Attention: Barry McCarthy\n  \n                              After Commencement Date:\n                              750 University Avenue\n                              Los Gatos, California 95032-7607\n                              Attention: Barry McCarthy\n\nPremises:                     Approximately 31,830 rentable square feet as shown\n                              on Exhibit A\n                                 ---------\n    \nPremises Address:             2219 Old Oakland Road\n                              San Jose, California 95131-1402\n \nBuilding:                     Approximately 55,976 rentable square feet\nLot (Building's tax parcel):  APN 237-01-044\nPark:                         Approximately 138,366 rentable square feet\n \nTerm:                         November 1, 1999 (\"Commencement Date\"), through\n                              October 31, 2004 (\"Expiration Date\")\n \nBase Rent ((P)3):             Thirty Six Thousand Six Hundred Five and 00\/100\n                              Dollars ($36,605.00) per month\n \nAdjustments to Base Rent:     November 1, 2000             $38,196.00\n                              November 1, 2001             $39,788.00\n                              November 1, 2002             $41,379.00\n                              November 1, 2003             $42,971.00\n\nSecurity Deposit ((P)4):      Two Hundred Nineteen Thousand Six Hundred-Thirty\n                              and 00\/100 Dollars ($219,630.00), subject to the\n                              adjustments set forth in Section 4 of the Lease.\n\n*Tenant's Share of Operating Expenses ((P)6.1):       56.86% of the Building,\n                                                      23% of the Park\n*Tenant's Share of Tax Expenses ((P)6.2):             23% of the Park\n*Tenant's Share of Common Area Utility Costs ((P)7):  56.86% of the Building,\n                                                      23% of the Park\n*Tenant's Share of Utility Expenses ((P)7):           23% of the Building\n*The amount of Tenant's Share of the expenses as referenced above shall be\nsubject to modification as set forth in this Lease.\n\nPermitted Uses ((P)9):       Fulfillment and distribution center of DVD rental\n                             including general office and administration,\n                             marketing, R&amp;D, storage, distribution and light\n                             manufacturing, but only to the extent permitted by\n                             the City of San Jose and all agencies and\n                             governmental authorities having jurisdiction\n                             thereof.\n\nUnreserved\nParking Spaces:              One hundred twenty-seven (127) non-exclusive and\n                             non-designated spaces\n\nBroker ((P)38):              Cornish &amp; Carey Commercial for Tenant \n                             Grubb &amp; Ellis for Landlord\n\n                                       1\n\n \nExhibits:      Exhibit A -  Premises, Building, Lot and\/or Park\n               Exhibit B -  Tenant Improvements\n               Exhibit C -  Rules and Regulations\n               Exhibit D -  Covenants, Conditions and Restrictions \n                            (Intentionally omitted)\n               Exhibit E -  Hazardous Materials Disclosure Certificate - Example\n               Exhibit F -  Change of Commencement Date - Example\n               Exhibit G -  Tenant's Initial Hazardous Materials Disclosure\n                            Certificate\n               Exhibit H -  Sign Criteria (Intentionally omitted)\n               Exhibit I -  Subordination, Non-Disturbance and Attornment\n                            Agreement\n\n                                       2\n\n \n                               TABLE OF CONTENTS\n<table>\n<caption>\n \n  SECTION                                                                       PAGE\n  -------                                                                       ----\n<s>        <c>                                                                  <c>\n \n     1.   Premises.........................................................      4\n     2.   Adjustment of Commencement Date; Condition of the Premises.......      4\n     3.   Rent.............................................................      5\n     4.   Security Deposit.................................................      5\n     5.   Tenant Improvements..............................................      6\n     6.   Additional Rent..................................................      6\n     7.   Utilities........................................................      8\n     8.   Late Charges.....................................................      9\n     9.   Use of Premises..................................................      9\n    10.   Alterations and Additions; and Surrender of Premises.............     10\n    11.   Repairs and Maintenance..........................................     11\n    12.   Insurance........................................................     12\n    13.   Waiver of Subrogation............................................     14\n    14.   Limitation of Liability and Indemnity............................     14\n    15.   Assignment and Subleasing........................................     15\n    16.   Ad Valorem Taxes.................................................     16\n    17.   Subordination....................................................     16\n    18.   Right of Entry...................................................     17\n    19.   Estoppel Certificate.............................................     17\n    20.   Tenant's Default.................................................     18\n    21.   Remedies for Tenant's Default....................................     18\n    22.   Holding Over.....................................................     19\n    23.   Landlord's Default...............................................     20\n    24.   Parking..........................................................     20\n    25.   Sale of Premises.................................................    .20\n    26.   Waiver...........................................................     20\n    27.   Casualty Damage..................................................     20\n    28.   Condemnation.....................................................     22\n    29.   Environmental Matters\/Hazardous Materials........................     22\n    30.   Financial Statements.............................................     24\n    31.   General Provisions...............................................     25\n    32.   Signs............................................................     26\n    33.   Mortgagee Protection.............................................    .26\n    34.   Quitclaim........................................................     27\n    35.   Modifications for Lender.........................................     27\n    36.   Warranties of Tenant.............................................     27\n    37.   Compliance with Americans with Disabilities Act..................     27\n    38.   Brokerage Commission.............................................     28\n    39.   Quiet Enjoyment..................................................     28\n    40.   Landlord's Ability to Perform Tenant's Unperformed Obligations...     28\n    41.   Tenant's Early Termination Option:...............................     28\n<\/c><\/c><\/s><\/caption><\/table>\n\n                                       3\n\n \n                                LEASE AGREEMENT\n                                        \nDate:     This Lease is made and entered into as of the Lease Date set forth on\n          Page 1. The Basic Lease Information set forth on Page 1 and this Lease\n          are and shall be construed as a single instrument.\n\n1.   PREMISES\n\n     Landlord hereby leases the Premises to Tenant upon the terms and conditions\ncontained herein. Landlord hereby grants to Tenant a license for the right to\nuse, on a non-exclusive basis, parking areas and ancillary facilities located\nwithin the Common Areas of the Park, subject to the terms of this Lease.\nLandlord and Tenant hereby agree that for purposes of this Lease, as of the\nLease Date, the rentable square footage area of the Premises, the Building, the\nLot and the Park shall be deemed to be the number of rentable square feet as set\nforth in the Basic Lease Information on Page 1. Tenant hereby acknowledges that\nthe rentable square footage of the Premises may include a proportionate share of\ncertain areas used in common by all occupants of the Building and\/or the Park\n(for example an electrical room or telephone room). Tenant further agrees that\nthe number of rentable square feet of the Building, the Lot and the Park may\nsubsequently change after the Lease Date commensurate with any modifications to\nany of the foregoing by Landlord, and Tenant's Share shall accordingly change.\n\n2.   ADJUSTMENT OF COMMENCEMENT DATE; CONDITION OF THE PREMISES\n\n     2.1  If Landlord cannot deliver possession of the Premises on the\nCommencement Date, Landlord shall not be subject to any liability nor shall the\nvalidity of the Lease be affected; provided, the Lease Term and the obligation\nto pay Rent shall commence on the date possession is tendered in the condition\nrequired under this Lease (including the substantial completion of the Tenant\nImprovements), with all governmental permits required for such improvements, and\nthe Base Rent Adjustment dates and the Expiration Date shall be extended\ncommensurately. In the event the Commencement Date and\/or the Expiration Date of\nthis Lease is other than the Commencement Date and\/or Expiration Date specified\nin the Basic Lease Information, as the case may be, Landlord and Tenant shall\nexecute a written amendment to this Lease, substantially in the form of \nExhibit F hereto, wherein the parties shall specify the actual commencement\n--------- \ndate, expiration date and the date on which Tenant is to commence paying Rent.\nThe word \"Term\" whenever used herein refers to the initial term of this Lease\nand any extension thereof. By taking possession of the Premises, Tenant shall be\ndeemed to have accepted the Premises in good condition and state of repair.\nTenant hereby acknowledges and agrees that neither Landlord nor Landlord's\nagents or representatives has made ally representations or warranties as to the\nsuitability, safety or fitness of the Premises for the conduct of Tenant's\nbusiness, Tenant's intended use of the Premises or for any other purpose.\nLandlord shall deliver possession of the Premises with tile roof, HVAC system,\nelectrical, plumbing and lighting in good working condition, all carpets\ncleaned, walls and ceiling in good repair \"like new\". Landlord shall repair, at\nits sole cost and expense, after receipt of Tenant's written notice thereof,\nwhich notice must be delivered to Landlord within the first ninety (90) days of\nthe term of this Lease, any (i) defects in the Premises, and (ii) any mechanical\nand electrical systems serving the Premises which are not in good working order\nto the extent Tenant has not caused such systems to not be in good working\norder. If Tenant fails to timely deliver to Landlord any such written notice of\nthe aforementioned defects or deficiencies within said 90-day period, Landlord\nshall have no obligation to perform any such work thereafter, except as\nspecifically provided in this Lease.\n\nNotwithstanding the foregoing to the contrary, (A) in the event that for reasons\nother than the occurrence of a Force Majeure Delay (as hereinafter defined) or a\nTenant Delay (as hereinafter defined) the substantial completion of the Tenant\nImprovements (\"T.I. Completion\") has not occurred by the date which is one\nhundred twenty (120) days after the date the Lease is fully executed\n(\"Termination Date\"), Tenant may elect to terminate the Lease. Termination of\nthe Lease by Tenant as provided for herein shall be the sole and exclusive\nremedy of Tenant for Landlord's failure to deliver the Premises. Tenant shall\nexercise the right to terminate provided for herein by giving Landlord written\nnotice of its intent to so terminate (\"Termination Notice\"). The Termination\nNotice shall be given, if at all, on or before the date which is five (5) days\nafter the Termination Date. Termination of the Lease shall be effective sixty\n(60) days after Landlord's receipt of the Termination Notice. In the event that\nTenant gives the Termination Notice, and in the further event that during such\nsixty (60) day period, the TI Completion Date occurs, the Tenant shall not be\nentitled to terminate the Lease as provided for herein. For purposes of this\nparagraph the term \"Force Majeure Delay\" shall mean any actual delay beyond the\nreasonable control of Landlord in completion of the Tenant Improvements which is\nnot a Tenant Delay and which is caused by, without limitation, any one or more\nof the following: (a) wars; (b) fire; (c) earthquake, flood or other natural\ndisaster, (d) unusual and unforeseeable delay not within the reasonable control\nof Landlord; (e) casualties; (f) other acts of God; or (g) governmental action\nor inaction (including failure, refusal or delay in issuing permits, approvals\nand\/or\n\n                                       4\n\n \nauthorizations), or injunction, permit appeal or court order requiring cessation\nof construction taking place in the Premises.\n\nThe Term \"Tenant Delay\" shall mean any delay in completion of the Tenant\nImprovements resulting from any or all of the following: (i) Tenant's failure to\ntimely perform any of its obligations under the Lease, including any failure to\ncomplete on or before the date due thereof, any actual item which is Tenant's\nresponsibility to complete or perform; (ii) Tenant's delay in approving plans,\nspecifications, drawings, and any other documents setting forth and\/or\ndescribing the Tenant Improvements, including, without limitation, the Final\nDrawings, beyond those periods of time permitted by the terms of the Lease;\n(iii) Tenant's changes to Landlord and Tenant approved plans, specifications,\ndrawings or any other documents describing and\/or depicting the Tenant\nImprovements; (iv) Tenant's request for materials, finishes, or installations\nwhich are not readily available or which are incompatible with Landlord's\nstandard materials, finishes or installations for the Premises; (v) Tenant's use\nor occupancy of the Premises during the construction of the Tenant Improvements\nor any act or failure to act by Tenant in connection with its use or occupancy\nof the Premises during the construction of the Tenant Improvements. Upon\ntermination of the Lease by Tenant pursuant to the terms of this paragraph,\nLandlord shall promptly return all prepaid Rent to Tenant.\n\n     2.2  In the event Landlord permits Tenant to occupy the Premises prior to\nthe Commencement Date, such occupancy shall be at Tenant's sole risk and subject\nto all the provisions of this Lease, including, but not limited to, the\nrequirement to pay Rent and the Security Deposit, and to obtain the insurance\nrequired pursuant to this Lease and to deliver insurance certificates as\nrequired herein. Landlord shall permit Tenant to enter the Premises following\nfull execution of this Lease, prior to the Commencement Date, for the purpose of\ninstalling its furniture, equipment, data, telecommunications and cabling\nsystems and trade fixtures. Such use of the Premises shall be subject to all of\nthe provisions the Lease, except the obligation to pay any Rent thereunder. In\naddition to the foregoing, Landlord shall have the right to impose such\nadditional conditions on Tenant's early entry as Landlord shall deem\nappropriate. Landlord shall not allow any other tenant to occupy the portion of\nthe Building adjacent to the Premises until the demising wall is installed.\n\n3.   RENT\n\n     On the date that Tenant executes this Lease, Tenant shall deliver to\nLandlord the original executed Lease, the Base Rent (which shall be applied\nagainst the Rent payable for the first month Tenant is required to pay Base\nRent), the Security Deposit, and all insurance certificates evidencing the\ninsurance required to be obtained by Tenant under Section 12 of this Lease.\nTenant agrees to pay Landlord, without prior notice or demand, or abatement,\noffset, deduction or claim, the Base Rent specified in the Basic Lease\nInformation, payable in advance at Landlord's address specified in the Basic\nLease Information on the Commencement Date and thereafter on the first (1st) day\nof each month throughout the balance of the Term of the Lease. In addition to\nthe Base Rent set forth in the Basic Lease Information, Tenant shall pay\nLandlord in advance on the Commencement Date and thereafter on the first (1st)\nday of each month throughout the balance of the Term of this Lease, as\nAdditional Rent, Tenant's Share of Operating Expenses, Tax Expenses, Common Area\nUtility Costs, and Utility Expenses. Tenant shall also pay to Landlord as\nAdditional Rent hereunder, immediately on Landlord's demand therefor, any and\nall costs and expenses incurred by Landlord to enforce the provisions of this\nLease, including, but not limited to, costs associated with the delivery of\nnotices, delivery and recordation of notice(s) of default, attorneys' fees,\nexpert fees, court costs and filing fees (collectively, the \"Enforcement\nExpenses\"). The term \"Rent\" whenever used herein refers to the aggregate of all\nthese amounts. If Landlord permits Tenant to occupy the Premises without\nrequiring Tenant to pay rental payments for a period of time, the waiver of the\nrequirement to pay rental payments shall only apply to waiver of the Base Rent\nand Tenant shall otherwise perform all other obligations of Tenant required\nhereunder. The Rent for any fractional part of a calendar month at the\ncommencement or termination of the Lease term shall be a prorated amount of the\nRent for a full calendar month based upon a thirty (30) day month. The prorated\nRent shall be paid on the Commencement Date and the first day of the calendar\nmonthinwhich the date of termination occurs, as the case may be.\n\n4.   SECURITY DEPOSIT\n\n     Upon Tenant's execution of this Lease, Tenant shall deliver to Landlord, as\na Security Deposit for the performance by Tenant of its obligations under this\nLease, the amount specified in the Basic Lease Information. If Tenant is in\ndefault, Landlord may, but without obligation to do so, use the Security\nDeposit, or any portion thereof, to cure the default or to compensate Landlord\nfor all damages sustained by Landlord resulting from Tenant's default,\nincluding, but not limited to the Enforcement Expenses. Tenant shall,\nimmediately on demand, pay to Landlord a sum equal to the portion of the\nSecurity Deposit so applied or used so as to replenish the amount of the\nSecurity Deposit held to increase such deposit to the amount initially deposited\nwith Landlord. As soon as practicable after the termination of this Lease,\nLandlord shall return the Security Deposit to Tenant, less such amounts as are\nreasonably necessary, as determined solely by Landlord, to remedy Tenant's\ndefault(s) hereunder or to\n\n                                       5\n\n \notherwise restore the Premises to a clean and safe condition, reasonable wear\nand tear excepted. If the cost to restore the Premises exceeds the amount of the\nSecurity Deposit, Tenant shall promptly deliver to Landlord any and all of such\nexcess sums as reasonably determined by Landlord. Landlord shall not be required\nto keep the Security Deposit separate from other funds, and, unless otherwise\nrequired by law, Tenant shall not be entitled to interest on the Security\nDeposit. In no event or circumstance shall Tenant have the right to any use of\nthe Security Deposit and, specifically, Tenant may not use the Security Deposit\nas a credit or to otherwise offset any payments required hereunder, including,\nbut not limited to, Rent or any portion thereof. Notwithstanding the foregoing,\non the third anniversary of the Commencement Date of the Lease, or following\nTenant's public offering of its stock and subsequent achievement of a net worth\nof at least Forty Million Dollars ($40,000,000.00) and such net worth is then\nsustained for three consecutive financial quarters and substantiated by\nfinancial reports provided by Tenant to Landlord, which ever event occurs\nsooner, and, so long as Tenant has not been in material default of the Lease\nbeyond any applicable cure period, the Security Deposit shall be reduced to\nForty Two Thousand Nine Hundred Seventy-One and 00\/100 Dollars ($42,971.00). In\nthe event that the Security Deposit is reduced, as set forth herein, Landlord\nand Tenant shall execute an Amendment to the Lease signifying such reduction in\nthe Security Deposit and the excess amount of Security Deposit held by Landlord\nshall be immediately returned to Tenant.\n\n5.   TENANT IMPROVEMENTS\n\n     Tenant hereby accepts the Premises as suitable for Tenant's intended use\nand as being in good operating order, condition and repair, \"AS IS\", except as\nspecified in Exhibit B attached hereto or elsewhere expressed in this Lease.\nLandlord or Tenant, as the case may be, shall install and construct the Tenant\nImprovements (as such term is defined in Exhibit B hereto) in accordance with\nthe terms, conditions, criteria and provisions set forth in Exhibit B. Landlord\nand Tenant hereby agree to and shall be bound by the terms, conditions and\nprovisions of Exhibit B. Tenant acknowledges and agrees that neither Landlord\nnor any of Landlord's agents, representatives or employees has made any\nrepresentations as to the suitability, fitness or condition of the Premises for\nthe conduct of Tenant's business or for any other purpose, including without\nlimitation, any storage incidental thereto. Any exception to the foregoing\nprovisions must be made by express written agreement by both parties.\n\n6.   ADDITIONAL RENT\n\n     It is intended by Landlord and Tenant that this Lease be a \"triple net\nlease.\" The costs and expenses described in this Section 6 and all other sums,\ncharges, costs and expenses specified in this Lease other than Base Rent are to\nbe paid by Tenant to Landlord as additional rent (collectively, \"Additional\nRent\").\n\n     6.1  Operating Expenses: In addition to the Base Rent set forth in Section\n3, Tenant shall pay Tenant's Share, which is specified in the Basic Lease\nInformation, of all Operating Expenses as Additional Rent. The term \"Operating\nExpenses\" as used herein shall mean the total amounts paid or payable by\nLandlord in connection with the ownership, maintenance, repair and operation of\nthe Premises, the Building and the Lot, and where applicable, of the Park\nreferred to in the Basic Lease Information. The amount of Tenant's Share of\nOperating Expenses shall be reviewed from time to time by Landlord and shall be\nsubject to modification by Landlord if there is a change in the rentable square\nfootage of the Premises, the Building and\/or the Park. These Operating Expenses\nmay include, but are not limited to:\n\n          6.1.1  Landlord's cost of repairs to, and maintenance of, the roof,\nthe roof membrane and the exterior walls of the Building;\n\n          6.1.2  Landlord's cost of maintaining the outside paved area,\nlandscaping and other common areas for the Park. The term \"Common Areas\" shall\nmean all areas and facilities within the Park exclusive of the Premises and the\nother portions of the Park leasable exclusively to other tenants. The Common\nAreas include, but are not limited to, interior lobbies, mezzanines, parking\nareas, access and perimeter roads, sidewalks, rail spurs, landscaped areas and\nsimilar areas and facilities;\n\n          6.1.3  Landlord's annual cost of insurance insuring against fire and\nextended coverage (including, if Landlord elects, \"all risk\" or \"special\npurpose\" coverage) and all other insurance, including, but not limited to,\nearthquake, flood and\/or surface water endorsements for the Building, the Lot\nand the Park (including the Common Areas), rental value insurance against loss\nof Rent in an amount equal to the amount of Rent for a period of at least six\n(6) months commencing on the date of loss, and subject to the provisions of\nSection 27 below, any deductible;\n\n          6.1.4  Landlord's cost of: (i) modifications and\/or new improvements\nto the Building, the Common Areas and\/or the Park occasioned by any rules, laws\nor regulations effective subsequent to the date on which the Building was\noriginally constructed; (ii) reasonably necessary replacement improvements to\nthe Building, the Common Areas and the Park after the Lease Date; and (iii) new\n\n                                       6\n\n \nimprovements to the Building, the Common Areas and\/or the Park that reduce\noperating costs (to the extent of the reduction) or improve life\/safety\nconditions, all as reasonably determined by Landlord, provided, however, if any\nof the foregoing are in the nature of capital improvements, then the cost of\nsuch capital improvements shall be amortized over the life of the improvement at\nan interest rate reasonably determined by Landlord, and Tenant shall pay\nTenant's Share of the monthly amortized portion of such costs (including\ninterest charges) as part of the Operating Expenses herein;\n\n          6.1.5  If Landlord elects to so procure, Landlord's cost of\npreventative maintenance, and repair contracts including, but not limited to,\ncontracts for elevator systems and heating, ventilation and air conditioning\nsystems, lifts for disabled persons, and trash or refuse collection;\n\n          6.1.6  Landlord's cost of security and fire protection services for\nthe Building and\/or the Park, as the case may be, if in Landlord's sole\ndiscretion such services are provided;\n\n          6.1.7  Landlord's cost for the maintenance and repair of any rail spur\nand rail crossing, and for the creation and negotiation of, and pursuant to, any\nrail spur or track agreements, licenses, easements or other similar\nundertakings;\n\n          6.1.8  Landlord's cost of supplies, equipment, rental equipment and\nother similar items used in the operation and\/or maintenance of the Park;\n\n          6.1.9  Landlord's cost for the repairs and maintenance items set forth\n          in Section 11.2 below; and\n\n          6.1.10 Landlord's cost for the management and administration of the\nPremises, the Building and\/or Park or any part thereof, including, without\nlimitation, a property management fee, accounting, auditing, billing, postage,\nsalaries and benefits for clerical and supervisory employees, whether located on\nthe Park or off-site, payroll taxes and legal and accounting costs and all fees,\nlicenses and permits related to the ownership, operation and management of the\nPark in an amount not to exceed three percent (3%) of the gross rents of the\nPark for the calendar year, or the amounts charged by comparable buildings in\nthe area, whichever is less.\n\n                 Notwithstanding anything to the contrary herein, Operating\nExpenses shall not include and Tenant shall in no event have any obligation to\nperform or to pay directly, or to reimburse Landlord for, any of the following\nrepairs, maintenance, improvements, replacements, premiums, claims, charges,\ncosts and expenses (collectively, \"Costs\"): (a) Costs occasioned by casualties\nexcluding any deductibles or by the exercise of the power of eminent domain to\nthe extent insurance proceeds subject to Section 24 of this Lease or a\ncondemnation award is actually received by Landlord for such purposes; (b) Costs\nof any renovation, improvement or redecorating of any other premises in the\nPark; (c) Costs, including commissions, incurred in connection with negotiations\nor disputes with any other occupant (or prospective occupant) of the Park; (d)\nexpense reserves; (e) interest, charges and fees incurred on debt; (f) Costs\nassociated with the investigation, presence and\/or remediation of Hazardous\nMaterials (hereafter defined) present in, on or about the Premises, the Building\nor the Park, unless such costs and expenses are the responsibility of Tenant as\nprovided in Section 29 of this Lease, in which event such costs and expenses\nshall be paid solely by Tenant in accordance with the provisions of Section 29\nof this Lease; and (g) Costs incurred by Landlord with respect to the\nperformance of its obligations in Section 11.3 below.\n\n     6.2  Tax Expenses: In addition to the Base Rent set forth in Section 3,\nTenant shall pay its share, which is specified in the Basic Lease Information,\nof all real property taxes applicable to the land and improvements included\nwithin the Lot on which the Premises are situated and one hundred percent (100%)\nof all personal property taxes now or hereafter assessed or levied against the\nPremises or Tenant's personal property. The amount of Tenant's Share of Tax\nExpenses shall be reviewed from time to time by Landlord and shall be subject to\nmodification by Landlord if there is a change in the rentable square footage of\nthe Premises, the Building and\/or the Park. Tenant shall also pay one hundred\npercent (100%) of any increase in real property taxes attributable, in\nLandlord's sole discretion, to any and all alterations, Tenant Improvements or\nother improvements of any kind, which are above standard improvements\ncustomarily installed for similar buildings located within the Building or the\nPark (as applicable), whatsoever placed in, on or about the Premises for the\nbenefit of, at the request of, or by Tenant. The term \"Tax Expenses\" shall mean\nand include, without limitation, any form of tax and assessment (general,\nspecial, supplemental, ordinary or extraordinary), commercial rental tax,\npayments under any improvement bond or bonds, license fees, license tax,\nbusiness license fee, rental tax, transaction tax, levy, or penalty imposed by\nauthority having the direct or indirect power of tax (including any city,\ncounty, state or federal government, or any school, agricultural, lighting,\ndrainage or other improvement district thereof) as against any legal or\nequitable interest of Landlord in the Premises, the Building, the Lot or the\nPark, as against Landlord's right to rent, or as against Landlord's business of\nleasing the Premises or the occupancy of Tenant or any other tax, fee, or\nexcise, however described, including, but not limited to, any value added tax,\nor any tax imposed in substitution (partially or totally) of any tax previously\nincluded within the definition of real property taxes, or any additional tax the\nnature of which was previously included within the definition of real property\ntaxes. The term \"Tax\n\n                                       7\n\n \nExpenses\" shall not include any franchise, estate, inheritance, net income, or\nexcess profits tax imposed upon Landlord, any assessments in excess of the\namount which would be payable if such tax or assessment expense were paid in\ninstallments over the longest permitted term, any increases in taxes due to the\nimprovement of the Park for the sole use of other occupants.\n\n     6.3  Payment of Expenses: Landlord shall estimate Tenant's Share of the\nOperating Expenses and Tax Expenses for the calendar year in which the Lease\ncommences. Commencing on the Commencement Date, one-twelfth (1\/12th) of this\nestimated amount shall be paid by Tenant to Landlord, as Additional Rent, and\nthereafter on the first (1st) day of each month throughout the remaining months\nof such calendar year. Thereafter, Landlord may estimate such expenses as of the\nbeginning of each calendar year during the Term of this Lease and Tenant shall\npay one-twelfth (1\/12th) of such estimated amount as Additional Rent hereunder\non the first (1st) day of each month during such calendar year and for each\nensuing calendar year throughout the Term of this Lease. Tenant's obligation to\npay Tenant's Share of Operating Expenses and Tax Expenses shall survive the\nexpiration or earlier termination of this Lease.\n\n     6.4  Annual Reconciliation: By June 30th of each calendar year, or as soon\nthereafter as reasonably possible, Landlord shall endeavor to furnish Tenant\nwith an accounting of actual Operating Expenses and Tax Expenses. Within thirty\n(30) days of Landlord's delivery of such accounting, Tenant shall pay to\nLandlord the amount of any underpayment. Notwithstanding the foregoing, failure\nby Landlord to give such accounting by such date shall not constitute a waiver\nby Landlord of its right to collect any of Tenant's underpayment at any time.\nLandlord shall credit the amount of any overpayment by Tenant toward the next\nestimated monthly installment(s) falling due, or where the Term of the Lease has\nexpired, refund the amount of overpayment to Tenant. If the Term of the Lease\nexpires prior to the annual reconciliation of expenses Landlord shall have the\nright to reasonably estimate Tenant's Share of such expenses, and if Landlord\ndetermines that an underpayment is due, Tenant hereby agrees that Landlord shall\nbe entitled to deduct such underpayment from Tenant's Security Deposit. If\nLandlord reasonably determines that an overpayment has been made by Tenant,\nLandlord shall refund said overpayment to Tenant as soon as practicable\nthereafter. Notwithstanding the foregoing, failure of Landlord to accurately\nestimate Tenant's Share of such expenses or to otherwise perform such\nreconciliation of expenses, including without limitation, Landlord's failure to\ndeduct any portion of any underpayment from Tenant's Security Deposit, shall not\nconstitute a waiver of Landlord's right to collect any of Tenant's underpayment\nat any time during the Term of the Lease or at any time after the expiration or\nearlier termination of this Lease.\n\n     6.5  Audit: After delivery to Landlord of at least thirty (30) days prior\nwritten notice, Tenant, at its sole cost and expense through any accountant\ndesignated by it, shall have the right to examine and\/or audit the books and\nrecords evidencing such costs and expenses for the previous one (1) calendar\nyear, during Landlord's reasonable business hours but not more frequently than\nonce during any calendar year. The results of any such audit (and any\nnegotiations between the parties related thereto) shall be maintained strictly\nconfidential by Tenant and its accounting firm and shall not be disclosed,\npublished or otherwise disseminated to any other party other than to Landlord\nand its authorized agents. Landlord and Tenant shall use their best efforts to\ncooperate in such negotiations and to promptly resolve any discrepancies between\nLandlord and Tenant in the accounting of such costs and expenses.\n\n7.   UTILITIES\n\n     Utility Expenses, Common Area Utility Costs and all other sums or charges\nset forth in this Section 7 are considered part of Additional Rent. In addition\nto the Base Rent set forth in Section 3 hereof, Tenant shall pay the cost of all\nwater, sewer use, sewer discharge fees and sewer connection fees, gas, heat,\nelectricity, refuse pickup, janitorial service, telephone and other utilities\nbilled or metered separately to the Premises and\/or Tenant. Tenant shall also\npay Tenant's Share of any assessments or charges for utility or similar purposes\nincluded within any tax bill for the Lot on which the Premises are situated,\nincluding, without limitation, entitlement fees, allocation unit fees, and\/or\nany similar fees or charges, and any penalties related thereto. For any such\nutility fees or use charges that are not billed or metered separately to Tenant,\nincluding without limitation, water and refuse pick up charges, Tenant shall pay\nto Landlord, as Additional Rent, without prior notice or demand, on the\nCommencement Date and thereafter on the first (1st) day of each month throughout\nthe balance of the Term of this Lease the amount which is attributable to\nTenant's use of the utilities or similar services, as reasonably estimated and\ndetermined by Landlord based upon factors such as size of the Premises and\nintensity of use of such utilities by Tenant such that Tenant shall pay the\nportion of such charges reasonably consistent with Tenant's use of such\nutilities and similar services (\"Utility Expenses\"). If Tenant disputes any such\nestimate or determination, then Tenant shall either pay the estimated amount or\ncause the Premises to be separately metered at Tenant's sole expense. In\naddition, Tenant shall pay to Landlord Tenant's Share of any Common Area utility\ncosts, fees, charges or expenses (\"Common Area Utility Costs\"). Tenant shall pay\nto Landlord one-twelfth (1\/12th) of the estimated amount of Tenant's Share of\nthe Common Area Utility Costs on the Commencement Date and thereafter on the\nfirst (1st) day of each month throughout the balance of the Term of this Lease\nand any reconciliation thereof shall be substantially in the same\n\n                                       8\n\n \nmanner as specified in Section 6.4 above. The amount of Tenant's Share of Common\nArea Utility Costs shall be reviewed from time to time by Landlord and shall be\nsubject to modification by Landlord if there is a change in the rentable square\nfootage of the Premises, the Building and\/or the Park. Tenant acknowledges that\nthe Premises may become subject to the rationing of utility services or\nrestrictions on utility use as required by a public utility company,\ngovernmental agency or other similar entity having jurisdiction thereof.\nNotwithstanding any such rationing or restrictions on use of any such utility\nservices, Tenant acknowledges and agrees that its tenancy and occupancy\nhereunder shall be subject to such rationing restrictions as may be imposed upon\nLandlord, Tenant, the Premises, the Building or the Park, and Tenant shall in no\nevent be excused or relieved from any covenant or obligation to be kept or\nperformed by Tenant by reason of any such rationing or restrictions. Tenant\nfurther agrees to timely and faithfully pay, prior to delinquency, any amount,\ntax, charge, surcharge, assessment or imposition levied, assessed or imposed\nupon the Premises, or Tenant's use and occupancy thereof. Notwithstanding\nanything to the contrary contained herein, if permitted by applicable Laws,\nLandlord shall have the right at any time and from time to time during the Term\nof this Lease to either contract for service from a different company or\ncompanies (each such company shall be referred to herein as an \"Alternate\nService Provider\") other than the company or companies presently providing\nelectricity service for the Building or the Park (the \"Electric Service\nProvider\") or continue to contract for service from the Electric Service\nProvider, at Landlord's sole discretion. Tenant hereby agrees to cooperate with\nLandlord, the Electric Service Provider, and any Alternate Service Provider at\nall times and, as reasonably necessary, shall allow Landlord, the Electric\nService Provider, and any Alternate Service Provider reasonable access to the\nBuilding's electric lines, feeders, risers, wiring, and any other machinery\nwithin the Premises.\n\n8.   LATE CHARGES\n\n     Any and all sums or charges set forth in this Section 8 are considered part\nof Additional Rent. Tenant acknowledges that late payment (the fifth day of each\nmonth or any time thereafter) by Tenant to Landlord of Base Rent, Tenant's Share\nof Operating Expenses, Tax Expenses, Common Area Utility Costs, and Utility\nExpenses or other sums due hereunder, will cause Landlord to incur costs not\ncontemplated by this Lease, the exact amount of such costs being extremely\ndifficult and impracticable to fix. Such costs include, without limitation,\nprocessing and accounting charges, and late charges that may be imposed on\nLandlord by the terms of any note secured by any encumbrance against the\nPremises, and late charges and penalties due to the late payment of real\nproperty taxes on the Premises. Therefore, if any installment of Rent or any\nother sum due from Tenant is not received by Landlord when due, Tenant shall\npromptly pay to Landlord all of the following, as applicable: (a) an additional\nsum equal to ten percent (10%) of such delinquent amount (except on the first\noccasion that a late fee is charged in which case the additional sum shall be\nequal to eight percent (8%) plus interest on such delinquent amount at the rate\nequal to the prime rate plus three percent (3%) for the time period such\npayments are delinquent as a late charge for every month or portion thereof that\nsuch sums remain unpaid, (b) the amount of seventy-five dollars ($75) for each\nthree-day notice prepared for, or served on, Tenant, (c) the amount of fifty\ndollars ($50) relating to checks for which there are not sufficient funds.\nNotwithstanding the foregoing, no late charge shall be due if Tenant has not\nbeen delinquent beyond the grace period in its payment of rent owed under this\nLease during the one (1) year period preceding the rent delinquency in question.\nIf Tenant delivers to Landlord a check for which there are not sufficient funds,\nLandlord may, at its sole option, require Tenant to replace such check with a\ncashier's check for the amount of such check. The parties agree that this late\ncharge and the other charges referenced above represent a fair and reasonable\nestimate of the costs that Landlord will incur by reason of late payment by\nTenant. Acceptance of any late charge or other charges shall not constitute a\nwaiver by Landlord of Tenant's default with respect to the delinquent amount,\nnor prevent Landlord from exercising any of the other rights and remedies\navailable to Landlord for any other breach of Tenant under this Lease. If a late\ncharge or other charge becomes payable for any three (3) installments of Rent\nwithin any twelve (12) month period, then Landlord, at Landlord's sole option,\ncan either require the Rent be paid quarterly in advance, or be paid monthly in\nadvance by cashier's check or by electronic funds transfer.\n\n9.   USE OF PREMISES\n\n     9.1  Compliance with Laws, Recorded Matters, and Rules and Regulations: The\nPremises are to be used solely for the purposes and uses specified in the Basic\nLease Information and for no other uses or purposes without Landlord's prior\nwritten consent, which consent shall not be unreasonably withheld or delayed so\nlong as the proposed use (i) does not involve the use of Hazardous Materials\nother than as expressly permitted under the provisions of Section 29 below, (ii)\ndoes not require any additional parking in excess of the parking spaces already\nlicensed to Tenant pursuant to the provisions of Section 24 of this Lease, and\n(iii) is compatible and consistent with the other uses then being made in the\nPark and in other similar types of buildings in the vicinity of the Park, as\nreasonably determined by Landlord. The use of the Premises by Tenant and its\nemployees, representatives, agents, invitees, licensees, subtenants, customers\nor contractors (collectively, \"Tenant's Representatives\") shall be subject to,\nand at all times in compliance with, (a) any and all applicable laws,\nordinances, statutes, orders and regulations as same exist from time to time\n(collectively, the \"Laws\"), (b) any and all documents, matters or instruments,\nincluding without limitation, any declarations of covenants,\n\n                                       9\n\n \nconditions and restrictions, and any supplements thereto, each of which has been\nor hereafter is recorded in any official or public records with respect to the\nPremises, the Building, the Lot and\/or the Park, or any portion thereof\n(collectively, the \"Recorded Matters\"), and (c) any and all rules and\nregulations set forth in Exhibit C, attached to and made a part of this Lease,\n                         ---------                                            \nand any other reasonable rules and regulations promulgated by Landlord now or\nhereafter enacted relating to parking and the operation of the Premises, the\nBuilding and the Park (collectively, the \"Rules and Regulations\"). Tenant agrees\nto, and does hereby, assume full and complete responsibility to ensure that the\nPremises are adequate to fully meet the needs and requirements of Tenant's\nintended operations of its business within the Premises, and Tenant's use of the\nPremises and that same are in compliance with all applicable Laws throughout the\nTerm of this Lease. Notwithstanding the foregoing, Tenant shall be solely\nresponsible for the payment of all costs, fees and expenses associated with any\nmodifications, improvements or alterations to the Premises, Building, the Common\nAreas and\/or the Park occasioned by the enactment of, or changes to, any Laws\narising from Tenant's particular use of the Premises or alterations,\nimprovements or additions made to the Premises regardless of when such Laws\nbecame effective.\n\n     9.2  Prohibition on Use: Tenant shall not use the Premises or permit\nanything to be done in or about the Premises nor keep or bring anything therein\nwhich will in any way conflict with any of the requirements of the Board of Fire\nUnderwriters or similar body now or hereafter constituted or in any way increase\nthe existing rate of or affect any policy of fire or other insurance upon the\nBuilding or any of its contents, or cause a cancellation of any insurance\npolicy. No auctions may be held or otherwise conducted in, on or about the\nPremises, the Building, the Lot or the Park without Landlord's written consent\nthereto, which consent may be given or withheld in Landlord's sole discretion.\nTenant shall not do or permit anything to be done in or about the Premises which\nwill in any way obstruct or interfere with the rights of Landlord, other tenants\nor occupants of the Building, other buildings in the Park, or other persons or\nbusinesses in the area, or injure or annoy other tenants or use or allow the\nPremises to be used for any unlawful or objectionable purpose, as determined by\nLandlord, in its reasonable discretion, for the benefit, quiet enjoyment and use\nby Landlord and all other tenants or occupants of the Building or other\nbuildings in the Park; nor shall Tenant cause, maintain or permit any private or\npublic nuisance in, on or about the Premises, Building, Park and\/or the Common\nAreas, including, but not limited to, any offensive odors, noises, fumes or\nvibrations. Tenant shall not damage or deface or otherwise commit any waste in,\nupon or about the Premises. Tenant shall not place or store, nor permit any\nother person or entity to place or store, any property, equipment, materials,\nsupplies, personal property or any other items or goods outside of the Premises\nfor any period of time. Tenant shall not permit any animals, including, but not\nlimited to, any household pets, to be brought or kept in or about the Premises.\nTenant shall place no loads upon the floors, walls, or ceilings in excess of the\nmaximum designed load permitted by the applicable Uniform Building Code or which\nmay damage the Building or outside areas; nor place any harmful liquids in the\ndrainage systems; nor dump or store waste materials, refuse or other such\nmaterials, or allow such to remain outside the Building area, except for any\nnon-hazardous or non-harmful materials which may be stored in refuse dumpsters\nor in any enclosed trash areas provided. Tenant shall honor the terms of all\nRecorded Matters relating to the Premises, the Building, the Lot and\/or the\nPark. Tenant shall honor the Rules and Regulations. If Tenant fails to comply\nwith such Laws, Recorded Matters, Rules and Regulations or the provisions of\nthis Lease, Landlord shall have the right to collect from Tenant a reasonable\nsum as a penalty, in addition to all rights and remedies of Landlord hereunder\nincluding, but not limited to, the payment by Tenant to Landlord of all\nEnforcement Expenses and Landlord's costs and expenses, if any, to cure any of\nsuch failures of Tenant, if Landlord, at its sole option, elects to undertake\nsuch cure.\n\n10.  ALTERATIONS AND ADDITIONS; AND SURRENDER OF PREMISES\n\n     10.1  Alterations and Additions: Tenant shall not install any signs,\nfixtures, improvements, nor make or permit any other alterations or additions to\nthe Premises without the prior written consent of Landlord which shall not be\nunreasonably withheld. If any such alteration or addition is expressly permitted\nby Landlord, Tenant shall deliver at least fifteen (15) days prior notice to\nLandlord, from the date Tenant intends to commence construction, sufficient to\nenable Landlord to post a Notice of Non-Responsibility. In all events, Tenant\nshall obtain all permits or other governmental approvals prior to commencing\nany of such work and deliver a copy of same to Landlord. All alterations and\nadditions shall be installed by a licensed contractor approved by Landlord, at\nTenant's sole expense in compliance with all applicable Laws (including, but not\nlimited to, the ADA as defined herein), Recorded Matters, and Rules and\nRegulations. Tenant shall keep the Premises and the property on which the\nPremises are situated free from any liens arising out of any work performed,\nmaterials furnished or obligations incurred by or on behalf of Tenant. As a\ncondition to Landlord's consent to the installation of any fixtures, additions\nor other improvements, Landlord may require Tenant to post and obtain a\ncompletion and indemnity bond for up to one hundred percent (100%) of the cost\nof the work. Tenant may request, upon submission of its written request to\ncomplete such alterations or additions, that Landlord inform Tenant at that time\nif Tenant will be required to remove such alterations or additions, upon\nTenant's vacancy of the Premises, Landlord may, but shall have no obligation to,\nprovide Landlord's determination, along with approval of the requested\nalterations or additions, as to whether such alterations or additions shall be\nrequired to be removed upon Tenant's vacancy.\n\n                                       10\n\n \n     Notwithstanding anything to the contrary contained herein, Tenant may\ninstall, make and permit to be made improvements, alterations and additions to\nthe Premises without first obtaining Landlord's written consent thereto,\nprovided that such improvements, alterations or additions to the Premises (a)\nare not structural and do not affect the structural integrity of the Premises\nand\/or the Building, and\/or (b) do not require the issuance of a building permit\nby the City of San Jose, and\/or (c) do not require penetrations to the roof of\nthe Building, and provided further that the cumulative cost of all such\nimprovements, alterations and additions does not exceed ten thousand and 00\/100\ndollars ($10,000.00) in the aggregate over each twelve month period of the Term\n(\"Permitted Improvements\"). In all events, Tenant shall be required to submit to\nLandlord, at least ten (10) business days prior to commencement of any\nimprovements, written notification of Tenant's intention to complete\nimprovements along with all plans, specifications, or construction drawings of\nsuch improvements or alterations, Tenant shall cause all Permitted Improvements\nto be installed by a licensed contractor and Tenant shall keep the Premises and\nthe property on which the Premises are situated free from any liens arising out\nof any work performed, materials furnished or obligations incurred by or on\nbehalf of Tenant. Upon Landlord's request, at Tenant's sole expense, all such\nPermitted Improvements installed by Tenant shall be removed and the Premises\nshall be restored to its original condition at the expiration or earlier\ntermination of this Lease.\n\n     10.2  Surrender of Premises: Upon the termination of this Lease, whether by\nforfeiture, lapse of time or otherwise, or upon the termination of Tenant's\nright to possession of the Premises, Tenant will at once surrender and deliver\nup the Premises, together with the fixtures (other than trade fixtures),\nadditions and improvements which Landlord has notified Tenant, in writing, that\nLandlord will require Tenant not to remove, to Landlord in good condition and\nrepair (including, but not limited to, replacing all light bulbs and ballasts\nnot in good working condition) and in the condition in which the Premises\nexisted as of the Commencement Date, except for reasonable wear and tear, and\ncasualty and condemnation, subject to the provisions of Section 27 and Section\n28. Reasonable wear and tear shall not include any damage or deterioration to\nthe floors of the Premises arising from the use of forklifts in, on or about the\nPremises (including, without limitation, any marks or stains of any portion of\nthe floors), and any damage or deterioration that would have been prevented by\nproper maintenance by Tenant or Tenant otherwise performing all of its\nobligations under this Lease. Upon such termination of this Lease, Tenant shall\nremove all tenant signage, trade fixtures, furniture, furnishings, personal\nproperty, and any additions, and improvements unless Landlord requests, in\nwriting, that Tenant not remove some or all of such fixtures (other than trade\nfixtures), additions or improvements installed by, or on behalf of Tenant or\nsituated in or about the Premises. By the date which is twenty (20) days prior\nto such termination of this Lease, Landlord shall notify Tenant in writing of\nthose fixtures (other than trade fixtures), alterations, additions and other\nimprovements which Landlord shall require Tenant not to remove from the\nPremises. Tenant shall repair any damage caused by the installation or removal\nof such signs, trade fixtures, furniture, furnishings, fixtures, additions and\nimprovements which are to be removed from the Premises by Tenant hereunder. If\nLandlord fails to so notify Tenant at least twenty (20) days prior to such\ntermination of this Lease, then Tenant shall remove all tenant signage,\nalterations, furniture, furnishings, trade fixtures, additions and other\nimprovements (other than the Tenant Improvements) installed in or about the\nPremises by, or on behalf of Tenant. Tenant shall ensure that the removal of\nsuch items and the repair of the Premises will be completed prior to such\ntermination of this Lease.\n\n11.  REPAIRS AND MAINTENANCE\n\n     11.1  Tenant's Repairs and Maintenance Obligations: Except for those\nportions of the Building to be maintained by Landlord, as provided in Sections\n11.2 and 11.3 below, Tenant shall, at Tenant's sole cost and expense, keep and\nmaintain the Premises and the adjacent dock and staging areas in good, clean and\nsafe condition and repair to the reasonable satisfaction of Landlord including,\nbut not limited to, repairing any damage caused by Tenant or Tenant's\nRepresentatives and replacing any property so damaged by Tenant or Tenant's\nRepresentatives. Without limiting the generality of the foregoing, Tenant shall\nbe solely responsible for maintaining, repairing and replacing (a) components of\nall mechanical systems, heating, ventilation and air conditioning systems\nexclusively serving the Premises, except in the event that the entire\nreplacement of such systems is necessary, then such cost shall be subject to\nSection 6.1.4 of the Lease, (b) all plumbing, electrical wiring and equipment\nserving the Premises, (c) all interior lighting (including, without limitation,\nlight bulbs and\/or ballasts) and exterior lighting serving the Premises or\nadjacent to the Premises, (d) all glass, windows, window frames, window\ncasements, skylights, interior and exterior doors, door frames and door closers,\n(e) all roll-up doors, ramps and dock equipment, including without limitation,\ndock bumpers, dock plates, dock seals, dock levelers and dock lights, (f) all\ntenant signage, (g) lifts for disabled persons serving the Premises, (h)\nsprinkler systems, fire protection systems and security systems, (i) all\npartitions, fixtures, equipment, interior painting, and interior walls and\nfloors of the Premises and every part thereof (including, without limitation,\nany demising walls contiguous to any portion of the Premises).\n\n     11.2  Reimbursable Repairs and Maintenance Obligations: Subject to the\nprovisions of Sections 6 and 9 of this Lease and except for (i) the obligations\nof Tenant set forth in Section 11.1 above, (ii) the obligations of Landlord set\nforth in Section 11.3 below, and (iii) the repairs rendered necessary by\n\n                                       11\n\n \nthe intentional or negligent acts or omissions of Tenant or any of Tenant's\nRepresentatives, Landlord agrees, at Landlord's expense, subject to\nreimbursement pursuant to Section 6 above, to keep in good repair the plumbing\nand mechanical systems exterior to the Premises, any rail spur and rail\ncrossing, the roof, roof membranes, exterior walls of the Building, signage\n(exclusive of tenant signage), and exterior electrical wiring and equipment,\nexterior lighting, exterior glass, exterior doors\/entrances and door closers,\nexterior window casements, exterior painting of the Building (exclusive of the\nPremises), and underground utility and sewer pipes outside the exterior walls of\nthe Building. For purposes of this Section 11.2, the term \"exterior\" shall mean\noutside of and not exclusively serving the Premises. Unless otherwise notified\nby Landlord, in writing, that Landlord has elected to procure and maintain the\nfollowing described contract(s), Tenant shall procure and maintain (a) the\nheating, ventilation and air conditioning systems preventative maintenance and\nrepair contract(s); such contract(s) to be on a bimonthly or quarterly basis, as\nreasonably determined by Landlord, and (b) the fire and sprinkler protection\nservices and preventative maintenance and repair contract(s) (including, without\nlimitation, monitoring services); such contract(s) to be on a bi-monthly or\nquarterly basis, as reasonably determined by Landlord. Landlord reserves the\nright, but without the obligation to do so, to procure and maintain (i) the\nheating, ventilation and air conditioning systems preventative maintenance and\nrepair contract(s), and\/or (ii) the fire and sprinkler protection services and\npreventative maintenance and repair contract(s) (including, without limitation,\nmonitoring services). If Landlord so elects to procure and maintain any such\ncontract(s), Tenant will reimburse Landlord for the cost thereof in accordance\nwith the provisions of Section 6 above. If Tenant procures and maintains any of\nsuch contract(s), Tenant will promptly deliver to Landlord a true and complete\ncopy of each such contract and any and all renewals or extensions thereof, and\neach service report or other summary received by Tenant pursuant to or in\nconnection with such contract(s).\n\n     11.3  Landlord's Repairs and Maintenance Obligations: Except for repairs\nrendered necessary by the intentional or negligent acts or omissions of Tenant\nor any of Tenant's Representatives, Landlord agrees, at Landlord's sole cost and\nexpense, to (a) keep in good repair the structural portions of the floors,\nfoundations and exterior perimeter walls of the Building (exclusive of glass and\nexterior doors), and (b) replace the structural portions of the roof of the\nBuilding (excluding the roof membrane) as, and when, Landlord determines such\nreplacement to be necessary in Landlord's reasonable discretion.\n\n     11.4  Tenant's Failure to Perform Repairs and Maintenance Obligations:\nExcept for normal maintenance and repair of the items described above, Tenant\nshall have no right of access to or right to install any device on the roof of\nthe Building nor make any penetrations of the roof of the Building without the\nexpress prior written consent of Landlord. If Tenant refuses or neglects to\nrepair and maintain the Premises and the adjacent areas properly as required\nherein and to the reasonable satisfaction of Landlord within applicable cure\nperiods, Landlord may, but without obligation to do so, at any time make such\nrepairs and\/or maintenance without Landlord having any liability to Tenant for\nany loss or damage that may accrue to Tenant's merchandise, fixtures or other\nproperty, or to Tenant's business by reason thereof, except to the extent any\ndamage is caused by the willful misconduct or gross negligence of Landlord or\nits authorized agents and representatives. In the event Landlord makes such\nrepairs and\/or maintenance, upon completion thereof Tenant shall pay to\nLandlord, as additional rent, the Landlord's costs for making such repairs\nand\/or maintenance, plus twenty percent (20%) for overhead, upon presentation of\na bill therefor, plus any Enforcement Expenses. The obligations of Tenant\nhereunder shall survive the expiration of the Term of this Lease or the earlier\ntermination thereof. Tenant hereby waives any right to repair at the expense of\nLandlord under any applicable Laws now or hereafter in effect respecting the\nPremises.\n\n12.  INSURANCE\n\n     12.1  Types of Insurance: Tenant shall maintain in full force and effect at\nall times during the Term of this Lease, at Tenant's sole cost and expense, for\nthe protection of Tenant and Landlord, as their interests may appear, policies\nof insurance issued by a carrier or carriers reasonably acceptable to Landlord\nand its lender(s) which afford the following coverages: (i) worker's\ncompensation: statutory limits; (ii) employer's liability, as required by law,\nwith a minimum limit of $100,000 per employee and $500,000 per occurrence; (iii)\ncommercial general liability insurance (occurrence form) providing coverage\nagainst any and all claims for bodily injury and property damage occurring in,\non or about the Premises arising out of Tenant's and Tenant's Representatives'\nuse and\/or occupancy of the Premises. Such insurance shall include coverage for\nblanket contractual liability, fire damage, premises, personal injury, completed\noperations, products liability, personal and advertising, and a plate-glass\nrider to provide coverage for all glass in, on or about the Premises including,\nwithout limitation, skylights. Such insurance shall have a combined single limit\nof not less than One Million Dollars ($1,000,000) per occurrence with a Two\nMillion Dollar ($2,000,000) aggregate limit and excess\/umbrella insurance in the\namount of Two Million Dollars ($2,000,000). If Tenant has other locations which\nit owns or leases, the policy shall include an aggregate limit per location\nendorsement. If necessary, as reasonably determined by Landlord, Tenant shall\nprovide for restoration of the aggregate limit; (iv) comprehensive automobile\nliability insurance: a combined single limit of not less than $2,000,000 per\noccurrence and insuring Tenant against liability for claims arising out of the\nownership, maintenance, or use of any owned, hired\n\n                                       12\n\n \nor non-owned automobiles; (v) \"all risk\" or \"special purpose\" property\ninsurance, including without limitation, sprinkler leakage, boiler and machinery\ncomprehensive form, if applicable, covering damage to or loss of any personal\nproperty, trade fixtures, inventory, fixtures and equipment located in, on or\nabout the Premises, and in addition, coverage for flood, earthquake, if flood\nand earthquake was available at commercially reasonable rates, and business\ninterruption of Tenant, together with, if the property of Tenant's invitees is\nto be kept in the Premises, warehouser's legal liability or bailee customers\ninsurance for the full replacement cost of the property belonging to invitees\nand located in the Premises. Such insurance shall be written on a replacement\ncost basis (without deduction for depreciation) in an amount equal to one\nhundred percent (100%) of the full replacement value of the aggregate of the\nitems referred to in this subparagraph (v); and (vi) such other insurance as may\notherwise be reasonably required by any of Landlord's lenders or joint venture\npartners.\n\n     12.2  Insurance Policies: Insurance required to be maintained by Tenant\nshall be written by companies (i) licensed to do business in the State of\nCalifornia, (ii) domiciled in the United States of America, and (iii) having a\n\"General Policyholders Rating\" of at least A:X (or such higher rating as may be\nrequired by a lender having a lien on the Premises) as set forth in the most\ncurrent issue of \"A.M. Best's Rating Guides.\" Any deductible amounts under any\nof the insurance policies required hereunder shall not exceed Ten Thousand\nDollars ($10,000) unless specifically agreed to by Landlord on a case by case\nbasis. Tenant shall deliver to Landlord certificates of insurance and true and\ncomplete copies of any and all endorsements required herein for all insurance\nrequired to be maintained by Tenant hereunder at the time of execution of this\nLease by Tenant. Tenant shall, at least thirty (30) days prior to expiration of\neach policy, furnish Landlord with certificates of renewal or \"binders\" thereof.\nEach certificate shall expressly provide that such policies shall not be\ncancelable or otherwise subject to reduction except after thirty (30) days prior\nwritten notice to the parties named as additional insureds as required in this\nLease (except for cancellation for nonpayment of premium, in which event\ncancellation shall not take effect until at least ten (10) days' notice has been\ngiven to Landlord). Tenant shall have the right to provide insurance coverage\nwhich it is obligated to carry pursuant to the terms of this Lease under a\nblanket insurance policy, provided such blanket policy expressly affords\ncoverage for the Premises and for Landlord as required by this Lease.\n\n     12.3  Additional Insureds and Coverage: Landlord, any property management\ncompany and\/or agent of Landlord for the Premises, the Building, the Lot or the\nPark, and any lender(s) of Landlord having a lien against the Premises, the\nBuilding, the Lot or the Park shall be named as additional insureds under all of\nthe policies required in Section 12.1(iii) above. Additionally, such policies\nshall provide for severability of interest. All insurance to be maintained by\nTenant shall, except for workers' compensation and employer's liability\ninsurance, be primary subject to any waiver of subrogation, without right of\ncontribution from insurance maintained by Landlord. Any umbrella\/excess\nliability policy (which shall be in \"following form\") shall provide that if the\nunderlying aggregate is exhausted, the excess coverage will drop down as primary\ninsurance. The limits of insurance maintained by Tenant shall not limit\nTenant's liability under this Lease. It is the parties' intention that the\ninsurance to be procured and maintained by Tenant as required herein shall\nprovide coverage for any and all damage or injury arising from or related to\nTenant's operations of its business and\/or Tenant's or Tenant's Representatives'\nuse of the Premises and\/or any of the areas within the Park, whether such events\noccur within the Premises (as described in Exhibit a hereto) or in any other\n                                           ----------                       \nareas of the Park. It is not contemplated or anticipated by the parties that the\naforementioned risks of loss be borne by Landlord's insurance carriers, rather\nit is contemplated and anticipated by Landlord and Tenant that such risks of\nloss be borne by Tenant's insurance carriers pursuant to the insurance policies\nprocured and maintained by Tenant as required herein.\n\n     12.4  Failure of Tenant to Purchase and Maintain Insurance: In the event\nTenant does not purchase the insurance required in this Lease or keep the same\nin full force and effect throughout the Term of this Lease (including any\nrenewals or extensions), Landlord may, but without obligation to do so, purchase\nthe necessary insurance and pay the premiums therefor. If Landlord so elects to\npurchase such insurance, Tenant shall promptly pay to Landlord as Additional\nRent, the amount so paid by Landlord, upon Landlord's demand therefor. In\naddition, Landlord may recover from Tenant and Tenant agrees to pay, as\nAdditional Rent, any and all Enforcement Expenses and damages which Landlord may\nsustain by reason of Tenant's failure to obtain and maintain such insurance. If\nTenant fails to maintain any insurance required in this Lease, Tenant shall be\nliable for all losses, damages and costs resulting from such failure.\n\n     12.5  Landlord's Insurance: Landlord shall maintain in full force and\neffect during the Term of this Lease, subject to reimbursement as provided in\nSection 6, policies of insurance which afford such coverages as are commercially\nreasonable and as is consistent with other properties in Landlord's portfolio.\nLandlord shall also procure such additional insurance coverage as Tenant shall\nreasonably request Landlord to obtain; provided, however, notwithstanding\nanything to the contrary contained herein, Tenant shall pay, and shall be solely\nresponsible for, any and all costs, premiums and expenses of any such additional\ninsurance, as Additional Rent, and Tenant shall pay same to Landlord within ten\n(10) days of Landlord's demand therefor. Landlord shall obtain and keep in force\nduring the Term of this\n\n                                       13\n\n \nLease, as an item of Operating Expenses, a policy or policies in the name of\nLandlord, with loss payable to Landlord and to the holders of any mortgages,\ndeeds of trust or ground leases on the Premises (\"Lender(s)\"), insuring loss or\ndamage to the Building, including all improvements, fixtures (other than trade\nfixtures) and permanent additions. However, all alterations, additions and\nimprovements made to the Premises by Tenant (other than the Tenant Improvements)\nshall be insured by Tenant rather than by Landlord. The amount of such insurance\nprocured by Landlord shall be equal to one hundred percent (100%) of the full\nreplacement cost of the Building (excluding the cost of excavation and\ninstallation of footings), including all improvements and permanent additions as\nthe same shall exist from time to time, or the amount required by Lenders. At\nLandlord's option, such policy or policies shall insure against all risks of\ndirect physical loss or damage (including, without limitation, the perils of\nearthquake), including coverage for any additional costs resulting from debris\nremoval and reasonable amounts of coverage for the enforcement of any ordinance\nor law regulating the reconstruction or replacement of any undamaged sections of\nthe Building required to be demolished or removed by reason of the enforcement\nof any building, zoning, safety or land use laws as the result of a covered\ncause of loss. If any such insurance coverage procured by Landlord has a\ndeductible clause, the deductible shall not exceed commercially reasonable\namounts, and in the event of any casualty, the amount of such deductible shall\nbe an item of Operating Expenses as so limited. Notwithstanding anything to the\ncontrary contained herein, to the extent the cost of maintaining insurance with\nrespect to the Building and\/or any other buildings within the Park is increased\nas a result of Tenant's acts, omissions, alterations, improvements (including\nwithout limitation, the Tenant Improvements), use or occupancy of the Premises,\nTenant shall pay one hundred percent (100%) of, and for, such increase(s) as\nAdditional Rent.\n\n13.  WAIVER OF SUBROGATION\n\n     Notwithstanding anything to the contrary in this Lease, Landlord and Tenant\nhereby mutually waive their respective rights of recovery against each other for\nany loss of, or damage to, either parties' property to the extent that such loss\nor damage is insured by an insurance policy required to be in effect at the time\nof such loss or damage or would have been insured had the waiving party carried\nthe type of insurance required to be carried by such party under this Lease.\nEach party shall obtain any special endorsements, if required by its insurer\nwhereby the insurer waives its rights of subrogation against the other party.\nThis provision is intended to waive fully, and for the benefit of the parties\nhereto, any rights and\/or claims which might give rise to a right of\nsubrogation in favor of any insurance carrier. The coverage obtained by Tenant\npursuant to Section 12 of this Lease shall include, without limitation, a waiver\nof subrogation endorsement attached to the certificate of insurance. The\nprovisions of this Section 13 shall not apply in those instances in which such\nwaiver of subrogation would invalidate such insurance coverage or would cause\neither party's insurance coverage to be voided or otherwise uncollectible.\nNotwithstanding anything to the contrary in this Lease, all of Landlord's and\nTenant's repair and indemnity obligations under this Lease shall be subject to\nthe waiver contained in this paragraph.\n\n14.  LIMITATION OF LIABILITY AND INDEMNITY\n\n     Except to the extent of damage resulting from the gross negligence or\nwillful misconduct of Landlord or its authorized representatives or Landlord's\nmaterial default of this Lease beyond any applicable cure periods, Tenant agrees\nto protect, defend (with counsel acceptable to Landlord) and hold Landlord and\nLandlord's lenders, partners, members, property management company (if other\nthan Landlord), agents, directors, officers, employees, representatives,\ncontractors, shareholders, successors and assigns and each of their respective\npartners, members, directors, employees, representatives, agents, contractors,\nshareholders, successors and assigns (collectively, the \"Indemnitees\") harmless\nand indemnify the Indemnitees from and against all liabilities, damages, claims,\nlosses, judgments, charges and expenses (including reasonable attorneys' fees,\ncosts of court and expenses necessary in the prosecution or defense of any\nlitigation including the enforcement of this provision) arising from or in any\nway related to, directly or indirectly, (i) Tenant's or Tenant's\nRepresentatives' use of the Premises, Building and\/or the Park, (ii) the conduct\nof Tenant's business, (iii) from any activity, work or thing done, permitted or\nsuffered by Tenant in or about the Premises, (iv) in any way connected with the\nPremises or with the improvements or personal property therein, including, but\nnot limited to, any liability for injury to person or property of Tenant,\nTenant's Representatives, or third party persons, and\/or (v) Tenant's failure to\nperform any covenant or obligation of Tenant under this Lease. Tenant agrees\nthat the obligations of Tenant herein shall survive the expiration or earlier\ntermination of this Lease.\n\n     Except to the extent of damage resulting from the gross negligence or\nwillful misconduct of Landlord or its authorized representatives or Landlord's\ndefault of this Lease and failure to cure such default beyond any applicable\ncure period, to the fullest extent permitted by law, Tenant agrees that neither\nLandlord nor any of Landlord's lender(s), partners, members, employees,\nrepresentatives, legal representatives, successors or assigns shall at any time\nor to any extent whatsoever be liable, responsible or in any way accountable for\nany loss, liability, injury, death or damage to persons or property which at any\ntime may be suffered or sustained by Tenant or by any person(s) whomsoever who\nmay at any time be using, occupying or visiting the Premises, the Building or\nthe Park, including, but not limited to, any\n\n                                       14\n\n \nacts, errors or omissions by or on behalf of any other tenants or occupants of\nthe Building and\/or the Park. Tenant shall not, in any event or circumstance, be\npermitted to offset or otherwise credit against any payments of Rent required\nherein for matters for which Landlord may be liable hereunder. Landlord and its\nauthorized representatives shall not be liable for any interference with light\nor air, or for any latent defect in the Premises or the Building, subject to the\nrepair requirements in Section 2.1.\n\n15.  ASSIGNMENT AND SUBLEASING\n\n     15.1  Prohibition: Except as expressly set forth herein with respect to a\nRelated Entity, Tenant shall not assign, mortgage, hypothecate, encumber, grant\nany license or concession, pledge or otherwise transfer this Lease\n(collectively, \"assignment\"), in whole or in part, whether voluntarily or\ninvoluntarily or by operation of law, nor sublet or permit occupancy by any\nperson other than Tenant of all or any portion of the Premises without first\nobtaining the prior written consent of Landlord, which consent shall not be\nunreasonably withheld. Tenant hereby agrees that Landlord may withhold its\nconsent to any proposed sublease or assignment if the proposed sublessee or\nassignee or its business is subject to compliance with additional requirements\nof the ADA (defined below) and\/or Environmental Laws (defined below) beyond\nthose requirements which are applicable to Tenant, unless the proposed sublessee\nor assignee shall (a) first deliver plans and specifications for complying with\nsuch additional requirements and obtain Landlord's written consent thereto, and\n(b) comply with all Landlord's conditions for or contained in such consent,\nincluding without limitation, requirements for security to assure the lien-free\ncompletion of such improvements. If Tenant seeks to sublet or assign all or any\nportion of the Premises, Tenant shall deliver to Landlord at least fifteen (15)\ndays prior to the proposed commencement of the sublease or assignment (the\n\"Proposed Effective Date\") the following: (i) the name of the proposed assignee\nor sublessee; (ii) such information as to such assignee's or sublessee's\nfinancial responsibility and standing as Landlord may reasonably require; and\n(iii) the aforementioned plans and specifications, if any. Within ten (10) days\nafter Landlord's receipt of a written request from Tenant that Tenant seeks to\nsublet or assign all or any portion of the Premises, Landlord shall deliver to\nTenant a copy of Landlord's standard form of sublease or assignment agreement\n(as applicable), which instrument shall be utilized for each proposed sublease\nor assignment (as applicable), and such instrument shall include a provision\nwhereby the assignee or sublessee assumes all of Tenant's obligations hereunder\nand agrees to be bound by the terms hereof. As Additional Rent hereunder, Tenant\nshall pay to Landlord a fee in the amount of five hundred dollars ($500) plus\nTenant shall reimburse Landlord for actual reasonable legal and other expenses\nincurred by Landlord in connection with any actual or proposed assignment or\nsubletting. In the event the sublease or assignment (1) by itself or taken\ntogether with prior sublease(s) or partial assignment(s) covers or totals, as\nthe case may be, more than twenty-five percent (25%) of the rentable square feet\nof the Premises or (2) is for a term which by itself or taken together with\nprior or other subleases or partial assignments is greater than seventy-five\npercent (75%) of the period remaining in the Term of this Lease as of the time\nof the Proposed Effective Date, then Landlord shall have the right, to be\nexercised by giving written notice to Tenant, to recapture the space described\nin the sublease or assignment. If such recapture notice is given, it shall serve\nto terminate this Lease with respect to the proposed sublease or assignment\nspace, or, if the proposed sublease or assignment space covers all the Premises,\nit shall serve to terminate the entire term of this Lease in either case, as of\nthe Proposed Effective Date. Notwithstanding the foregoing Landlord's recapture\nrights shall not apply to a Related Entity. However, no termination of this\nLease with respect to part or all of the Premises shall become effective without\nthe prior written consent, where necessary, of the holder of each deed of trust\nencumbering the Premises or any part thereof. Within fifteen (15) days of\nLandlord's receipt of Tenant's written request to sublease or assign the Lease\nor upon Landlord's notice to recapture to Tenant, Landlord will contact the\nholder of each deed of trust encumbering the Premises and attempt to obtain the\nrequired approval of such transaction. If this Lease is terminated pursuant to\nthe foregoing with respect to less than the entire Premises, the Rent shall be\nadjusted on the basis of the proportion of square feet retained by Tenant to the\nsquare feet originally demised and this Lease as so amended shall continue\nthereafter in full force and effect. Each permitted assignee or sublessee,\nincluding without limitation, a Related Entity, shall assume and be deemed to\nassume this Lease and shall be and remain liable jointly and severally with\nTenant for payment of Rent and for the due performance of, and compliance with\nall the terms, covenants, conditions and agreements herein contained on Tenant's\npart to be performed or complied with, for the term of this Lease. No assignment\nor subletting shall affect the continuing primary liability of Tenant (which,\nfollowing assignment, shall be joint and several with the assignee), and Tenant\nshall not be released from performing any of the terms, covenants and conditions\nof this Lease. Tenant hereby acknowledges and agrees that it understands that\nLandlord's accounting department may process and accept Rent payments without\nverifying that such payments are being made by Tenant, a permitted sublessee or\na permitted assignee in accordance with the provisions of this Lease. Although\nsuch payments may be processed and accepted by such accounting department\npersonnel, any and all actions or omissions by the personnel of Landlord's\naccounting department shall not be considered as acceptance by Landlord of any\nproposed assignee or sublessee nor shall such actions or omissions be deemed to\nbe a substitute for the requirement that Tenant obtain Landlord's prior written\nconsent to any such subletting or assignment, and\n\n                                       15\n\n \nany such actions or omissions by the personnel of Landlord's accounting\ndepartment shall not be considered as a voluntary relinquishment by Landlord of\nany of its rights hereunder nor shall any voluntary relinquishment of such\nrights be inferred therefrom. For purposes hereof, and except with respect to a\nRelated Entity, in the event Tenant is a corporation, partnership, joint\nventure, trust or other entity other than a natural person, ally change in the\ndirect or indirect ownership of Tenant which results in a transfer of the\ncontrolling interest of Tenant (51% or more of stock) by one party prior to a\npublic offering shall be deemed to be an assignment within the meaning of this\nSection 15 and shall be subject to all the provisions hereof provided however\nthat the sale or other transfer of stock by Tenant shall not constitute a\n\"change in ownership\" requiring the prior written consent of Landlord if the\nsale or other transfer is traded through an exchange or over the counter. Except\nfor a permissible assignment to a Related entity, any and all options, first\nrights of refusal, tenant improvement allowances and other similar rights\ngranted to Tenant in this Lease, if any, shall not be assignable by Tenant\nunless expressly authorized in writing by Landlord. Notwithstanding anything to\nthe contrary contained herein, so long as Tenant delivers to Landlord (1) at\nleast fifteen (15) business days after written notice of its intention to assign\nor sublease the Premises to any Related Entity, which notice shall set forth the\nname of the Related Entity, (2) a copy of the proposed agreement pursuant to\nwhich such assignment or sublease shall be effectuated, and (3) such other\ninformation concerning the Related Entity as Landlord may reasonably require,\nincluding without limitation, information regarding any change in the proposed\nuse of any portion of the Premises and any financial information with respect to\nsuch Related Entity, and so long as Landlord approves, in writing of any change\nin the proposed use of the subject portion of the Premises, then Tenant may\nassign this Lease or sublease any portion of the Premises to any Related Entity\nwithout having to obtain the prior written consent of Landlord thereto. For\npurposes of this Lease the term \"Related Entity\" shall mean and refer to (a) any\ncorporation or entity which controls, is controlled by or is tinder common\ncontrol with Tenant, as all of such terms are customarily used in the industry,\n(b) an entity related to Tenant by merger, consolidation non bankruptcy,\nreorganization, or government action, or (c) a purchaser of substantially all of\nTenant's assets, all with an equal or greater net worth as Tenant has as of the\nproposed transfer date.\n\n     15.2  Excess Sublease Rental or Assignment Consideration: In the event of\nany sublease or assignment of all or any portion of the Premises, except for\nRelated Entity transfers or stock transfers, where the rent or other\nconsideration provided for in the sublease or assignment either initially or\nover the term of the sublease or assignment exceeds the Rent or pro rata portion\nof the Rent, as the case may be, for such space reserved in the Lease, Tenant\nshall pay the Landlord monthly, as Additional Rent, at the same time as the\nmonthly installments of Rent are payable hereunder, seventy-five percent (75%)\nof the excess of each such payment of rent or other consideration in excess of\nthe Rent called for hereunder net of Tenant's reasonable costs to effectuate\nsuch assignment or sublease, limited to actual commissions paid, reasonable\nattorney's fees and standard tenant improvements installed by Tenant\nspecifically for such transfer.\n\n     15.3  Waiver: Notwithstanding any assignment or sublease, or any\nindulgences, waivers or extensions of time granted by Landlord to any assignee\nor sublessee, or failure by Landlord to take action against any assignee or\nsublessee, Tenant agrees that Landlord may, at its option, proceed against\nTenant without having taken action against or joined such assignee or sublessee,\nexcept that Tenant shall have the benefit of any indulgences, waivers and\nextensions of time granted to any such assignee or sublessee.\n\n16.  AD VALOREM TAXES\n\n     Prior to delinquency, Tenant shall pay all taxes and assessments levied\nupon trade fixtures, alterations, additions, improvements, inventories and\npersonal property located and\/or installed on or in the Premises by, or on\nbehalf of, Tenant (other than the Tenant Improvements which Tenant shall pay\nTenant's Share of pursuant to Section 6.2 above) and if requested by Landlord,\nTenant shall promptly deliver to Landlord copies of receipts for payment of all\nsuch taxes and assessments. To the extent any such taxes are not separately\nassessed or billed to Tenant, Tenant shall pay the amount thereof as invoiced by\nLandlord.\n\n17.  SUBORDINATION\n\nWithout the necessity of any additional document being executed by Tenant for\nthe purpose of effecting a subordination, and at the election of Landlord or any\nbona fide mortgagee or deed of trust beneficiary with a lien on all or any\nportion of the Premises or any ground lessor with respect to the land of which\nthe Premises are a part, the rights of Tenant under this Lease and this Lease\nshall be subject and subordinate at all times to: (i) all ground leases or\nunderlying leases which may now exist or hereafter be executed affecting the\nBuilding or the land upon which the Building is situated or both, and (ii) the\nlien of any mortgage or deed of trust which may now exist or hereafter be\nexecuted in any amount for which the Building, the Lot, ground leases or\nunderlying leases, or Landlord's interest or estate in any of said items is\nspecified as security. Notwithstanding the foregoing, Landlord or any such\nground lessor, mortgagee, or any beneficiary shall have the right to subordinate\nor cause to be subordinated any such ground leases or underlying leases or any\nsuch liens to this Lease. If any ground lease or underlying\n\n                                       16\n\n \nlease terminates for any reason or any mortgage or deed of trust is foreclosed\nor a conveyance in lieu of foreclosure is made for any reason, Tenant shall,\nnotwithstanding any subordination and upon the request of such successor to\nLandlord, attorn to and become the Tenant of the successor in interest to\nLandlord, provided such successor in interest will not disturb Tenant's use,\noccupancy or quiet enjoyment of the Premises so long as Tenant is not in default\nof the terms and provisions of this Lease. The successor in interest to Landlord\nfollowing foreclosure, sale or deed in lieu thereof shall not be (a) liable for\nany act or omission of any prior lessor or with respect to events occurring\nprior to acquisition of ownership; (b) subject to ally offsets which Tenant\nmight have against any prior lessor; (c) bound by prepayment of more than one\n(1) month's Rent, except in those instances when Tenant pays Rent quarterly in\nadvance pursuant to Section 8 hereof, then not more than three months Rent; or\n(d) liable to Tenant for any Security Deposit not actually received by such\nsuccessor in interest to the extent any portion or all of such Security Deposit\nhas not already been forfeited by, or refunded to, Tenant. Landlord shall be\nliable to Tenant for all or any portion of the Security Deposit not forfeited\nby, or refunded to Tenant, until and unless Landlord transfers such Security\nDeposit to the successor in interest. Tenant covenants and agrees to execute\n(and acknowledge if required by Landlord, any lender or ground lessor) and\ndeliver, within ten (10) days of a demand or request by Landlord and in the form\nreasonably requested by Landlord, ground lessor, mortgagee or beneficiary, any\nadditional documents evidencing the priority or subordination of this Lease with\nrespect to any such ground leases or underlying leases or the lien of any such\nmortgage or deed of trust. Tenant's failure to timely execute and deliver such\nadditional documents shall, at Landlord's option, constitute a material default\nhereunder. It is further agreed that Tenant shall be liable to Landlord, and\nshall indemnify Landlord from and against any loss, cost, damage or expense,\nincidental, consequential, or otherwise, arising or accruing directly or\nindirectly, from any failure of Tenant to execute or deliver to Landlord any\nsuch additional documents, together with any and all Enforcement Expenses.\nNotwithstanding any of the foregoing, prior to the Commencement Date, Landlord\nshall use reasonable efforts to cause the lender under any existing mortgages or\ndeeds of trust encumbering the Building promptly to execute a nondisturbance and\nattornment agreement in a form mutually and reasonably acceptable to the\nbeneficiary, Landlord and Tenant similar to the form attached in Exhibit I to\nthis Lease. The subordination of this Lease to future loans is conditioned upon\nthe execution by any such future lender to a nondisturbance agreement reasonably\nsatisfactory to the beneficiary, Landlord and Tenant.\n\n18.  RIGHT OF ENTRY\n\n     Tenant grants Landlord or its agents the right to enter the Premises at all\nreasonable times upon 24 hours notice (except in cases of emergency) for\npurposes of inspection, exhibition, posting of notices, repair or alteration.\nAny such entry by Landlord and Landlord's agents shall comply with all\nreasonable security measures of Tenant and shall not impair Tenant's operations\nmore than reasonably necessary. At Landlord's option, Landlord shall at all\ntimes have and retain a key with which to unlock all the doors in, upon and\nabout the Premises, excluding Tenant's vaults and safes. It is further agreed\nthat Landlord shall have the right to use any and all means Landlord deems\nnecessary to enter the Premises in an emergency. Landlord shall have the right\nto place \"for rent\" or \"for lease\" signs on the outside of the Premises, the\nBuilding and in the Common Areas. Landlord shall also have the right to place\n\"for sale\" signs on the outside of the Building and in the Common Areas. Tenant\nhereby waives any claim from damages or for any injury or inconvenience to or\ninterference with Tenant's business, or any other loss occasioned thereby except\nfor any claim for any of the foregoing to the extent arising out of the gross\nnegligence or willful misconduct of Landlord or its authorized representatives.\n\n19.  ESTOPPEL CERTIFICATE\n\n     Tenant shall execute (and acknowledge if required by any lender or ground\nlessor) and deliver to Landlord, within ten (10) days after Landlord provides\nsuch to Tenant, a statement in writing certifying that this Lease is unmodified\nand in full force and effect (or, if modified, stating the nature of such\nmodification), the date to which the Rent and other charges are paid in advance,\nif any, acknowledging that there are not, to Tenant's knowledge, any uncured\ndefaults on the part of Landlord hereunder or specifying such defaults as are\nclaimed, and such other matters as Landlord may reasonably require. Any such\nstatement may be conclusively relied upon by Landlord and any prospective\npurchaser or encumbrancer of the Premises. Tenant's failure to deliver such\nstatement within such time shall be conclusive upon the Tenant that (a) this\nLease is in full force and effect, without modification except as may be\nrepresented by Landlord; (b) there are no uncured defaults in Landlord's\nperformance; and (c) not more than one month's Rent has been paid in advance,\nexcept in those instances when Tenant pays Rent quarterly in advance pursuant to\nSection 8 hereof, then not more than three month's Rent has been paid in\nadvance. Failure by Tenant to so deliver such certified estoppel certificate\nshall be a material default of the provisions of this Lease. Tenant shall be\nliable to Landlord, and shall indemnify Landlord from and against any loss,\ncost, damage or expense, incidental, consequential, or otherwise, arising or\naccruing directly or indirectly, from any failure of Tenant to execute or\ndeliver to Landlord any such certified estoppel certificate, together with any\nand all Enforcement Expenses.\n\n                                       17\n\n \n20.  TENANT'S DEFAULT\n\n     The occurrence of any one or more of the following events shall, at\nLandlord's option, constitute a material default by Tenant of the provisions of\nthis Lease:\n\n     20.1  The abandonment of the Premises by Tenant or the vacation of the\nPremises by Tenant which would cause any insurance policy to be invalidated or\notherwise lapse. Tenant agrees to notice and service of notice as provided for\nin this Lease and waives any right to any other or further notice or service of\nnotice which Tenant may have under any statute or law now or hereafter in\neffect;\n\n     20.2  The failure by Tenant to make any payment of Rent, Additional Rent or\nany other payment required hereunder within five (5) days of written notice of a\ndelinquency. Tenant agrees that such written notice by Landlord shall serve as\nthe statutorily required notice under the Law (including without limitation, any\nunlawful detainer statutes), and Tenant further agrees to notice and service of\nnotice as provided for in this Lease and waives any right to any other or\nfurther notice or service of notice which Tenant may have under any statute or\nlaw now or hereafter in effect on the date said payment is due.;\n\n     20.3  The failure by Tenant to observe, perform or comply with any of the\nconditions, covenants or provisions of this Lease (except failure to make any\npayment of Rent and\/or Additional Rent) and such failure is not cured within (i)\nthirty (30) days of the date on which Landlord delivers written notice of such\nfailure to Tenant for all failures other than with respect to Hazardous\nMaterials (defined in Section 29 hereof), and (ii) ten (10) days of the date on\nwhich Landlord delivers written notice of such failure to Tenant for all\nfailures in any way related to Hazardous Materials. However, Tenant shall not be\nin default of its obligations hereunder if such failure cannot reasonably be\ncured within such thirty (30) or ten (10) day period, as applicable, and Tenant\npromptly commences, and thereafter diligently proceeds with same to completion,\nall actions necessary to cure such failure as soon as is reasonably possible,\nbut in no event shall the completion of such cure be later than sixty (60) days\nafter the date on which Landlord delivers to Tenant written notice of such\nfailure, unless Landlord, acting reasonably and in good faith, otherwise\nexpressly agrees in writing to a longer period of time based upon the\ncircumstances relating to such failure as well as the nature of the failure and\nthe nature of the actions necessary to cure such failure thirty (30) days after\nwritten notice of such failure, or such longer time as may reasonably be\nrequired to cure the default;\n\n     20.4  The making of a general assignment by Tenant for the benefit of\ncreditors, the filing of a voluntary petition by Tenant or the filing of an\ninvoluntary petition by any of Tenant's creditors seeking the rehabilitation,\nliquidation, or reorganization of Tenant under any law relating to bankruptcy,\ninsolvency or other relief of debtors and, in the case of an involuntary action,\nthe failure to remove or discharge the same within sixty (60) days of such\nfiling, the appointment of a receiver or other custodian to take possession of\nsubstantially all of Tenant's assets or this leasehold, Tenant's insolvency or\ninability to pay Tenant's debts or failure generally to pay Tenant's debts when\ndue, any court entering a decree or order directing the winding up or\nliquidation of Tenant or of substantially all of Tenant's assets, Tenant taking\nany action toward the dissolution or winding up of Tenant's affairs, the\ncessation or suspension of Tenant's use of the Premises, or the attachment,\nexecution or other judicial seizure of substantially all of Tenant's assets or\nthis leasehold;\n\n     20.5  Tenant's use or storage of Hazardous Materials in, on or about the\nPremises, the Building, the Lot and\/or the Park other than as expressly\npermitted by the provisions of Section 29 below; or\n\n     20.6  The making of any intentional material misrepresentation or omission\nby Tenant in any materials delivered by or on behalf of Tenant to Landlord\npursuant to this Lease.\n\n21.  REMEDIES FOR TENANT's DEFAULT\n\n     21.1  Landlord's Rights: In the event of Tenant's material default under\nthis Lease, Landlord may terminate Tenant's right to possession of the Premises\nby any lawful means in which case upon delivery of written notice by Landlord\nthis Lease shall terminate on the date specified by Landlord in such notice and\nTenant shall immediately surrender possession of the Premises to Landlord. In\naddition, the Landlord shall have the immediate right of re-entry whether or not\nthis Lease is terminated, and if this right of re-entry is exercised following\nabandonment of the Premises by Tenant, Landlord may consider any personal\nproperty belonging to Tenant and left on the Premises to also have been\nabandoned. No re-entry or taking possession of the Premises by Landlord pursuant\nto this Section 21 shall be construed as an election to terminate this Lease\nunless a written notice of such intention is given to Tenant. If Landlord relets\nthe Premises or any portion thereof, (i) Tenant shall be liable immediately to\nLandlord for all costs Landlord incurs in reletting the Premises or any part\nthereof, including, without limitation, broker's commissions, expenses of\ncleaning, redecorating, and further improving the Premises and other similar\ncosts (collectively, the \"Reletting Costs\"), and (ii) the rent received by\nLandlord from\n\n                                       18\n\n \nsuch reletting shall be applied to the payment of, first, any indebtedness from\nTenant to Landlord other than Base Rent, Operating Expenses, Tax Expenses,\nCommon Area Utility Costs, and Utility Expenses; second, all costs including\nmaintenance, incurred by Landlord in reletting; and, third, Base Rent, Operating\nExpenses, Tax Expenses, Common Area Utility Costs, Utility Expenses, and all\nother sums due under this Lease. Any and all of the Reletting Costs shall be\nfully chargeable to Tenant and shall not be prorated or otherwise amortized in\nrelation to any new lease for the Premises or any portion thereof. After\ndeducting the payments referred to above, any sum remaining from the rental\nLandlord receives from reletting shall be held by Landlord and applied in\npayment of future Rent as Rent becomes due under this Lease. In no event shall\nTenant be entitled to any excess rent received by Landlord. Reletting may be for\na period shorter or longer than the remaining term of this Lease. No act by\nLandlord other than giving written notice to Tenant shall terminate this Lease.\nActs of maintenance, efforts to relet the Premises or the appointment of a\nreceiver on Landlord's initiative to protect Landlord's interest under this\nLease shall not constitute a termination of Tenant's right to possession. So\nlong as this Lease is not terminated, Landlord shall have the right to remedy\nany default of Tenant, to maintain or improve the Premises, to cause a receiver\nto be appointed to administer the Premises and new or existing subleases and to\nadd to the Rent payable hereunder all of Landlord's reasonable costs in so\ndoing, with interest at the maximum rate permitted by law from the date of such\nexpenditure.\n\n     21.2  Damages Recoverable: If Tenant's right to possession is terminated by\nLandlord because of a breach or default under this Lease, then Landlord may\nrecover from Tenant all damages suffered by Landlord as a result of Tenant's\nfailure to perform its obligations hereunder, including, but not limited to, the\ncost of any Tenant Improvements constructed by or on behalf of Tenant pursuant\nto Exhibit B hereto to the extent allocated to the remainder of the Lease term,\n   ---------                                                                   \nthe portion of any broker's or leasing agent's commission incurred with respect\nto the leasing of the Premises to Tenant for the balance of the Term of the\nLease remaining after the date on which Tenant is in default of its obligations\nhereunder, and all Reletting Costs, and the worth at the time of the award\n(computed in accordance with paragraph (3) of Subdivision (a) of Section 1951.2\nof the California Civil Code) of the amount by which the Rent then unpaid\nhereunder for the balance of the Lease Term exceeds the amount of such loss of\nRent for the same period which Tenant proves could be reasonably avoided by\nLandlord and in such case, Landlord prior to the award, may relet the Premises\nfor the purpose of mitigating damages suffered by Landlord because of Tenant's\nfailure to perform its obligations hereunder; provided, however, that even\nthough Tenant has abandoned the Premises following such breach, this Lease shall\nnevertheless continue in full force and effect for as long as Landlord does not\nterminate Tenant's right of possession, and until such termination, Landlord\nshall have the remedy described in Section 1951.4 of the California Civil Code\n(Landlord may continue this Lease in effect after Tenant's breach and\nabandonment and recover Rent as it becomes due, if Tenant has the right to\nsublet or assign, subject only to reasonable limitations) and may enforce all\nits rights and remedies under this Lease, including the right to recover the\nRent from Tenant as it becomes due hereunder. The \"worth at the time of the\naward\" within the meaning of Subparagraphs (a)(l) and (a)(2) of Section 1951.2\nof the California Civil Code shall be computed by allowing interest at the rate\nof ten percent (10%) per annum. Tenant waives redemption or relief from\nforfeiture under California Code of Civil Procedure Sections 1174 and 1179, or\nunder any other present or future law, in the event Tenant is evicted or\nLandlord takes possession of the Premises by reason of any default of Tenant\nhereunder.\n\n     21.3  Rights and Remedies Cumulative: The foregoing rights and remedies of\nLandlord are not exclusive; they are cumulative in addition to any rights and\nremedies now or hereafter existing at law, in equity by statute or otherwise, or\nto any equitable remedies Landlord may have, and to any remedies Landlord may\nhave under bankruptcy laws or laws affecting creditor's rights generally. In\naddition to all remedies set forth above, if Tenant materially defaults under\nthis Lease, any and all Base Rent waived by Landlord under Section 3 above shall\nbe immediately due and payable to Landlord and all options granted to Tenant\nhereunder shall automatically terminate, unless otherwise expressly agreed to in\nwriting by Landlord.\n\n     21.4  Waiver of a Default: The waiver by Landlord of any default of any\nprovision of this Lease shall not be deemed or construed a waiver of any other\ndefault by Tenant hereunder or of any subsequent default of this Lease, except\nfor the default specified in the waiver.\n\n22.  HOLDING OVER\n\n     If Tenant holds possession of the Premises after the expiration of the Term\nof this Lease with Landlord's consent, Tenant shall become a tenant from month-\nto-month upon the terms and provisions of this Lease, provided the monthly Base\nRent during such hold over period shall be 150% of the Base Rent due on the last\nmonth of the Lease Term, payable in advance on or before the first day of each\nmonth. Acceptance by Landlord of the monthly Base Rent without the additional\nfifty percent (50%) increase of Base Rent shall not be deemed or construed as a\nwaiver by Landlord of any of its rights to collect the increased amount of the\nBase Rent as provided herein at any time. Such month-to-month tenancy shall not\nconstitute a renewal or extension for any further term. All options, if any,\ngranted under the terms of this Lease shall be deemed automatically terminated\nand be of no force or effect during said month-to-\n\n                                       19\n\n \nmonth tenancy. Tenant shall continue in possession until such tenancy shall be\nterminated by either Landlord or Tenant giving written notice of termination to\nthe other party at least thirty (30) days prior to the effective date of\ntermination. This paragraph shall not be construed as Landlord's permission for\nTenant to hold over. Acceptance of Base Rent by Landlord following expiration or\ntermination of this Lease shall not constitute a renewal of this Lease.\n\n23.  LANDLORD'S DEFAULT\n\n     Landlord shall not be deemed in breach or default of this Lease unless\nLandlord fails within a reasonable time to perform an obligation required to be\nperformed by Landlord hereunder. For purposes of this provision, a reasonable\ntime shall not be less than thirty (30) days after receipt by Landlord of\nwritten notice specifying the nature of the obligation Landlord has not\nperformed; provided, however, that if the nature of Landlord's obligation is\nsuch that more than thirty (30) days, after receipt of written notice, is\nreasonably necessary for its performance, then Landlord shall not be in breach\nor default of this Lease if performance of such obligation is commenced within\nsuch thirty (30) day period and thereafter diligently pursued to completion.\n\n24.  PARKING\n\n     Tenant shall have a license to use the number of non-designated and non-\nexclusive parking spaces specified in the Basic Lease Information. Landlord\nshall exercise reasonable efforts to insure that such spaces are available to\nTenant for its use.\n\n25.  SALE OF PREMISES\n\n     In the event of any sale of the Premises by Landlord or the cessation\notherwise of Landlord's interest therein, Landlord shall be and is hereby\nentirely released from any and all of its obligations to perform or further\nperform under this Lease and from all liability hereunder accruing from or after\nthe date of such sale; and the purchaser, at such sale or any subsequent sale of\nthe Premises shall be deemed, without any further agreement between the parties\nor their successors in interest or between the parties and any such purchaser,\nto have assumed and agreed to carry out any and all of the covenants and\nobligations of the Landlord under this Lease. For purposes of this Section 25,\nthe term \"Landlord\" means only the owner and\/or agent of the owner as such\nparties exist as of the date on which Tenant executes this Lease. A ground lease\nor similar long term lease by Landlord of the entire Building, of which the\nPremises are a part, shall be deemed a sale within the meaning of this Section\n25. Tenant agrees to attorn to such new owner provided such new owner does not\ndisturb Tenant's use, occupancy or quiet enjoyment of the Premises so long as\nTenant is not in default of any of the provisions of this Lease.\n\n26.  WAIVER\n\n     No delay or omission in the exercise of any right or remedy of Landlord on\nany default by Tenant shall impair such a right or remedy or be construed as a\nwaiver. The subsequent acceptance of Rent by Landlord after default by Tenant of\nany covenant or term of this Lease shall not be deemed a waiver of such default,\nother than a waiver of timely payment for the particular Rent payment involved,\nand shall not prevent Landlord from maintaining an unlawful detainer or other\naction based on such breach. No payment by Tenant or receipt by Landlord of a\nlesser amount than the monthly Rent and other sums due hereunder shall be deemed\nto be other than on account of the earliest Rent or other sums due, nor shall\nany endorsement or statement on any check or accompanying any check or payment\nbe deemed an accord and satisfaction; and Landlord may accept such check or\npayment without prejudice to Landlord's right to recover the balance of such\nRent or other sum or pursue any other remedy provided in this Lease. No failure,\npartial exercise or delay on the part of the Landlord in exercising any right,\npower or privilege hereunder shall operate as a waiver thereof.\n\n27.  CASUALTY DAMAGE\n\n     27.1  Casualty. If the Premises or any part thereof (excluding any\nalterations or improvements installed by or for the benefit of Tenant) shall be\ndamaged or destroyed by fire or other casualty, Tenant shall give immediate\nwritten notice thereof to Landlord. Within thirty (30) days after receipt by\nLandlord of such notice, Landlord shall notify Tenant, in writing, whether the\nnecessary repairs can reasonably be made: (a) within ninety (90) days; (b) in\nmore than ninety (90) days but in less than one hundred eighty (180) days; or\n(c) in more than one hundred eighty (180) days, from the date of such notice.\n\n          27.1.1  Minor Insured Damage. If the Premises are damaged only to such\nextent that repairs, rebuilding and\/or restoration can be reasonably completed\nwithin ninety (90) days, this Lease shall not terminate and, provided that\ninsurance proceeds are available to fully repair the damage, or if Landlord has\nfailed to procure and maintain the insurance required in Section 12.5, then\nLandlord shall provide the insurance proceeds that would have otherwise been\nprovided therefore. Landlord shall repair\n\n                                       20\n\n \nthe Premises to substantially the same condition that existed prior to the\noccurrence of such casualty, except Landlord shall not be required to rebuild,\nrepair, or replace any alterations or improvements installed by or for the\nbenefit of Tenant or any part of Tenant's furniture, furnishings or fixtures and\nequipment removable by Tenant. The Rent payable hereunder shall be abated\nproportionately from the date Tenant vacates the Premises only to the extent\nrental abatement insurance proceeds are received by Landlord and the Premises\nare unfit for occupancy.\n\n          27.1.2  Insured Damage Requiring More Than 90 Days To Repair. If the\nPremises are damaged only to such extent that repairs, rebuilding and\/or\nrestoration can be reasonably completed in more than ninety (90) days but in\nless than one hundred eighty (180) days, then Landlord shall have the option of:\n(a) terminating the Lease effective upon the occurrence of such damage, in which\nevent the Rent shall be abated from the date Tenant vacates the Premises; or (b)\nelecting to repair the Premises to substantially the same condition that existed\nprior to the occurrence of such casualty, provided insurance proceeds are\navailable to fully repair the damage, or if Landlord has failed to procure and\nmaintain the insurance required in Section 12.5, then Landlord shall provide the\ninsurance proceeds that would have otherwise been provided therefore (except\nthat the Landlord shall not be required to rebuild, repair, or replace any\nalterations or improvements installed by or for the benefit of Tenant or any\npart of Tenant's furniture, furnishings or fixtures and equipment removable by\nTenant). The Rent payable hereunder shall be abated proportionately from the\ndate Tenant vacates the Premises only to the extent rental abatement insurance\nproceeds are received by Landlord and the Premises are unfit for occupancy. If\nLandlord should fail to substantially complete such repairs within one hundred\neighty (180) days after the date on which Landlord is notified by Tenant of the\noccurrence of such casualty (such 180-day period to be extended for delays\ncaused by Tenant or any force majeure events), Tenant may within twenty (20)\ndays after expiration of such one hundred eighty (180) day period (as same may\nbe extended), terminate this Lease by delivering written notice to Landlord as\nTenant's exclusive remedy, whereupon all rights of Tenant hereunder shall cease\nand terminate twenty (20) days after Landlord's receipt of such notice.\n\n          27.1.3  Major Insured Damage. If the premises are damaged to such\nextent that repairs, rebuilding and\/or restoration cannot be reasonably\ncompleted within one hundred eighty (180) days, than either Landlord or Tenant\nmay terminate this Lease by giving written notice within twenty (20) days after\nnotice from Landlord regarding the time period of repair. If either party\nnotifies the other of its intention to so terminate the Lease, then this Lease\nshall terminate and the Rent shall be abated from the date Tenant vacates the\nPremises. If neither party elects to terminate this Lease, Landlord shall\npromptly commence and diligently prosecute to completion the repairs to the\nPremises, provided insurance proceeds are available to fully repair the damage,\nor if Landlord has failed to procure and maintain the insurance required in\nSection 12.5, then Landlord shall provide the insurance proceeds that would have\notherwise been provided therefore (except that Landlord shall not be required to\nrebuild, repair, or replace any alterations or improvements installed by or for\nthe benefit of Tenant or any part of Tenant's furniture, furnishings or fixtures\nand equipment removable by Tenant). During the time when Landlord is prosecuting\nsuch repairs to completion, the Rent payable hereunder shall be abated\nproportionately from the date Tenant vacates the Premises only to the extent\nrental abatement insurance proceeds are received by Landlord and only during the\ntime period that the Premises are unfit for occupancy.\n\n          27.1.4  Damage Near End of Term. Notwithstanding anything to the\ncontrary contained in this Lease except for the provisions of Section 27.2\nbelow, if the Premises are substantially damaged or destroyed during the last\nyear of then applicable term of this Lease, Landlord may, at its option, cancel\nand terminate this Lease by giving written notice to Tenant of its election to\ndo so within thirty (30) days after receipt by Landlord of notice from Tenant of\nthe occurrence of such casualty. If Landlord so elects to terminate this Lease,\nall rights of Tenant hereunder shall cease and terminate thirty (30) days after\nTenant's receipt of such notice.\n\n     27.2  Uninsured Casualty. Tenant shall be responsible for and shall pay to\nLandlord, as Additional Rent, any deductibles amount under the property\ninsurance for the Premises and\/or the Building. If any portion of the Premises\nis damaged and is not fully covered by insurance by insurance proceeds received\nby Landlord (and Tenant elects not to pay any such difference) or if the holder\nof any indebtedness secured by the Premises requires that the insurance proceeds\nbe applied to such indebtedness, then Landlord shall have the right to terminate\nthis Lease by delivering written notice of termination to the other party within\nthirty (30) days after the date of notice to Tenant of any such event, whereupon\nall rights and obligations shall cease and terminate hereunder, except for those\nobligations expressly provided for in this Lease to survive such termination of\nthe Lease.\n\n     27.3  Tenant's Waiver. Landlord shall not be liable for any inconvenience\nor annoyance to Tenant, injury to the business of Tenant, loss of use of any\npart of the Premises by Tenant or loss of Tenant's personal property, resulting\nin any way from such damage, destruction or the repair thereof, except that,\nLandlord shall allow Tenant a fair diminution of Rent during the time and to the\nextent the Premises are unfit for occupancy as specifically provided above in\nthis Section 27. With respect to any damage or destruction which Landlord is\nobligated to repair or may elect to repair, Tenant hereby waives\n\n                                       21\n\n \nall rights to terminate this Lease or offset any amounts against Rent pursuant\nto rights accorded Tenant by any law currently existing or hereafter enacted,\nincluding but not limited to, all rights pursuant to the provisions of Sections\n1932(2.), 1933(4.), 1941 and 1942 of the California Civil Code, as the same may\nbe amended or supplemented from time to time. Whenever Base Rent is to be abated\nunder this Lease, all Base Rent and Additional Rent shall be equitably abated\nbased upon the extent to which Tenant's use of the Premises is diminished.\n\n\n28.  CONDEMNATION\n\n     If twenty-five percent (25%) or more of the Premises is condemned by\neminent domain, inversely condemned or sold in lieu of condemnation for any\npublic or quasi-public use or purpose (\"Condemned\"), then Tenant or Landlord may\nterminate this Lease as of the date when physical possession of the Premises is\ntaken and title vests in such condemning authority, and Rent shall be adjusted\nto the date of termination. Tenant shall not because of such condemnation assert\nany claim against Landlord or the condemning authority for any compensation\nbecause of such condemnation, and Landlord shall be entitled to receive the\nentire amount of any award without deduction for any estate of interest or other\ninterest of Tenant; provided, however, that Tenant shall be entitled to receive,\nor to prosecute a separate claim for, a condemnation award for a temporary\ntaking of the Premises or a portion thereof by a condemnor where this Lease is\nnot terminated (to the extent such award related to the unexpired Term), or an\naward or portion thereof separately designated for relocation and moving\nexpenses or the interruption of or damage to Tenant's business or as\ncompensation for Tenant's personal property, trade fixtures or alterations or\nfor loss of goodwill provided such award is separate from Landlord's award and\nprovided further such separate award does not diminish or impair the award\notherwise payable to Landlord. If neither party elects to terminate this Lease,\nLandlord shall, if necessary, promptly proceed to restore the Premises or the\nBuilding to substantially its same condition prior to such partial condemnation,\nallowing for the reasonable effects of such partial condemnation, and a\nproportionate allowance shall be made to Tenant, as solely determined by\nLandlord, for the Rent corresponding to the time during which, and to the part\nof the Premises of which, Tenant is deprived on account of such partial\ncondemnation and restoration. Landlord shall not be required to spend funds for\nrestoration in excess of the amount received by Landlord as compensation\nawarded.\n\n29.  ENVIRONMENTAL MATTERS\/HAZARDOUS MATERIALS\n\n     29.1  Hazardous Materials Disclosure Certificate: Prior to executing this\nLease, Tenant has completed, executed and delivered to Landlord Tenant's initial\nHazardous Materials Disclosure Certificate (the \"Initial HazMat Certificate\"), a\ncopy of which is attached hereto as Exhibit G and incorporated herein by this\n                                    ---------                                \nreference. Tenant covenants, represents and warrants to Landlord that the\ninformation on the Initial HazMat Certificate is true and correct and accurately\ndescribes the use(s) of Hazardous Materials which will be made and\/or used on\nthe Premises by Tenant. Tenant shall commencing with the date which is one year\nfrom the Commencement Date and continuing every year thereafter, complete,\nexecute, and deliver to Landlord, a Hazardous Materials Disclosure Certificate\n(\"the \"HazMat Certificate\") describing Tenant's present use of Hazardous\nMaterials on the Premises, and any other reasonably necessary documents as\nrequested by Landlord. The HazMat Certificate required hereunder shall be in\nsubstantially the form as that which is attached hereto as Exhibit E.\n                                                           ----------\n\n     29.2  Definition of Hazardous Materials: As used in this Lease, the term\nHazardous Materials shall mean and include (a) any hazardous or toxic wastes,\nmaterials or substances, and other pollutants or contaminants, which are or\nbecome regulated by any Environmental Laws; (b) petroleum, petroleum by\nproducts, gasoline, diesel fuel, crude oil or any fraction thereof; (c) asbestos\nand asbestos containing material, in any form, whether friable or non-friable;\n(d) polychlorinated biphenyls; (e) radioactive materials; (f) lead and lead-\ncontaining materials; (g) any other material, waste or substance displaying\ntoxic, reactive, ignitable or corrosive characteristics, as all such terms are\nused in their broadest sense, and are defined or become defined by any\nEnvironmental Law (defined below); or (h) any materials which cause or threatens\nto cause a nuisance upon or waste to any portion of the Premises, the Building,\nthe Lot, the Park or any surrounding property; or poses or threatens to pose a\nhazard to the health and safety of persons on the Premises or any surrounding\nproperty.\n\n     29.3  Prohibition; Environmental Laws: Tenant shall not be entitled to use\nnor store any Hazardous Materials on, in, or about the Premises, the Building,\nthe Lot and the Park, or any portion of the foregoing, without, in each\ninstance, obtaining Landlord's prior written consent thereto. If Landlord\nconsents to any such usage or storage, then Tenant shall be permitted to use\nand\/or store only those Hazardous Materials that are necessary for Tenant's\nbusiness and to the extent disclosed in the HazMat Certificate and as expressly\napproved by Landlord in writing, provided that such usage and storage is only to\nthe extent of the quantities of Hazardous Materials as specified in the then\napplicable HazMat Certificate as expressly approved by Landlord and provided\nfurther that such usage and storage is in full compliance with any and all\nlocal, state and federal environmental, health and\/or safety-related laws,\n\n                                       22\n\n \nstatutes, orders, standards, courts' decisions, ordinances, rules and\nregulations (as interpreted by judicial and administrative decisions), decrees,\ndirectives, guidelines, permits or permit conditions, currently existing and as\namended, enacted, issued or adopted in the future which are or become applicable\nto Tenant or all or any portion of the Premises (collectively, the\n\"Environmental Laws\"). Tenant agrees that any changes to the type and\/or\nquantities of Hazardous Materials specified in the most recent HazMat\nCertificate may be implemented only with the prior written consent of Landlord,\nwhich consent may be given or withheld in Landlord's sole discretion. Tenant\nshall not be entitled nor permitted to install any tanks under, on or about the\nPremises for the storage of Hazardous Materials without the express written\nconsent of Landlord, which may be given or withheld in Landlord's sole\ndiscretion. Landlord shall have the right at all times during the Term of this\nLease to (i) inspect the Premises, (ii) conduct tests and investigations to\ndetermine whether Tenant is in compliance with the provisions of this Section\n29, and (iii) request lists of all Hazardous Materials used, stored or otherwise\nlocated on, under or about any portion of the Premises and\/or the Common Areas.\nThe cost of all such inspections, tests and investigations shall be borne solely\nby Tenant, if Landlord reasonably determines that Tenant or any of Tenant's\nRepresentatives are directly or indirectly responsible in any manner for any\ncontamination revealed by such inspections, tests and investigations. The\naforementioned rights granted herein to Landlord and its representatives shall\nnot create (a) a duty on Landlord's part to inspect, test, investigate, monitor\nor otherwise observe the Premises or the activities of Tenant and Tenant's\nRepresentatives with respect to Hazardous Materials, including without\nlimitation, Tenant's operation, use and any remediation related thereto, or (b)\nliability on the part of Landlord and its representatives for Tenant's use,\nstorage, disposal or remediation of Hazardous Materials, it being understood\nthat Tenant shall be solely responsible for all liability in connection\ntherewith.\n\n     29.4  Tenant's Environmental Obligations: Tenant shall give to Landlord\nimmediate verbal and follow-up written notice of any spills, releases,\ndischarges, disposals, emissions, migrations, removals or transportation of\nHazardous Materials on, under or about any portion of the Premises or in any\nCommon Areas. Tenant, at its sole cost and expense, covenants and warrants to\npromptly investigate, clean up, remove, restore and otherwise remediate\n(including, without limitation, preparation of any feasibility studies or\nreports and the performance of any and all closures) any spill, release,\ndischarge, disposal, emission, migration or transportation of Hazardous\nMaterials arising from or related to the intentional or negligent acts or\nomissions of Tenant or Tenant's Representatives such that the affected portions\nof the Park and any adjacent property are returned to the condition existing\nprior to the appearance of such Hazardous Materials. Any such investigation,\nclean up, removal, restoration and other remediation shall only be performed\nafter Tenant has obtained Landlord's prior written consent, which consent shall\nnot be unreasonably withheld so long as such actions would not potentially have\na material adverse long-term or short-term effect on any portion of the\nPremises, the Building, the Lot or the Park. Notwithstanding the foregoing,\nTenant shall be entitled to respond immediately to an emergency without first\nobtaining Landlord's prior written consent. Tenant, at its sole cost and\nexpense, shall conduct and perform, or cause to be conducted and performed, all\nclosures as required by any Environmental Laws or any agencies or other\ngovernmental authorities having jurisdiction thereof. If Tenant fails to so\npromptly investigate, clean up, remove, restore, provide closure or otherwise so\nremediate, Landlord may, but without obligation to do so, take any and all steps\nnecessary to rectify the same and Tenant shall promptly reimburse Landlord, upon\ndemand, for all costs and expenses to Landlord of performing investigation,\nclean up, removal, restoration, closure and remediation work. All such work\nundertaken by Tenant, as required herein, shall be performed in such a manner so\nas to enable Landlord to make full economic use of the Premises, the Building,\nthe Lot and the Park after the satisfactory completion of such work.\n\n     29.5  Environmental Indemnity: In addition to Tenant's obligations as set\nforth hereinabove, Tenant and Tenant's officers and directors agree to, and\nshall, protect, indemnify, defend (with counsel acceptable to Landlord) and hold\nLandlord and the other Indemnitees harmless from and against any and all claims,\njudgments, damages, penalties, fines, liabilities, losses (including, without\nlimitation, diminution in value of any portion of the Premises, the Building,\nthe Lot or the Park, damages for the loss of or restriction on the use of\nrentable or usable space, and from any adverse impact of Landlord's marketing of\nany space within the Building and\/or Park), suits, administrative proceedings\nand costs (including, but not limited to, attorneys' and consultant fees and\ncourt costs) arising at any time during or after the Term of this Lease in\nconnection with or related to, directly or indirectly, the use, presence,\ntransportation, storage, disposal, migration, removal, spill, release or\ndischarge of Hazardous Materials on, in or about any portion of the Premises,\nthe Common Areas, the Building, the Lot or the Park as a result (directly or\nindirectly) of the presence of storage, use, release or emission of Hazardous\nMaterials by Tenant or any of Tenant's Representatives. The written consent of\nLandlord to the presence, use or storage of Hazardous Materials in, on, under or\nabout any portion of the Premises, the Building, the Lot and\/or the Park, or the\nstrict compliance by Tenant with all Environmental Laws shall not excuse Tenant\nand Tenant's officers and directors from its obligations of indemnification\npursuant hereto. Tenant shall not be relieved of its indemnification obligations\nunder the provisions of this Section 29.5 due to Landlord's status as either an\n\"owner\" or \"operator\" under any Environmental Laws.\n\n                                       23\n\n \n     29.6  Survival: Tenant's obligations and liabilities pursuant to the\nprovisions of this Section 29 shall survive the expiration or earlier\ntermination of this Lease. If it is determined by Landlord that the condition of\nall or any portion of the Premises, the Building, the Lot and\/or the Park is not\nin compliance with the provisions of this Lease with respect to Hazardous\nMaterials, including without limitation all Environmental Laws at the expiration\nor earlier termination of this Lease, then in Landlord's sole discretion,\nLandlord may require Tenant to hold over possession of the Premises until Tenant\ncan surrender the Premises to Landlord in the condition in which the Premises\nexisted as of the Commencement Date and prior to the appearance of such\nHazardous Materials except for reasonable wear and tear, including without\nlimitation, the conduct or performance of any closures as required by any\nEnvironmental Laws. The burden of proof hereunder shall be upon Tenant. For\npurposes hereof, the term \"reasonable wear and tear\" shall not include any\ndeterioration in the condition or diminution of the value of any portion of the\nPremises, the Building, the Lot and\/or the Park in any manner whatsoever related\nto directly, or indirectly, Hazardous Materials. Any such holdover by Tenant\nwill be with Landlord's consent, will not be terminable by Tenant in any event\nor circumstance and will otherwise be subject to the provisions of Section 22 of\nthis Lease. This Section 29 constitutes the entire agreement of Landlord and\nTenant regarding Hazardous Materials. No other provision of this Lease shall be\ndeemed to apply thereto.\n\n     29.7  Disclosure: Pursuant to the provisions of California Health &amp; Safety\nCode (S)25359.7 (as amended, supplemented and replaced from time to time),\nLandlord hereby discloses to Tenant that as of the Lease Date the Lot contains\ncertain Hazardous Materials as such Hazardous Materials are more particularly\ndescribed and set forth in that certain Phase I Environmental Site Assessment,\ndated December 1997, prepared by Brown and Caldwell (the \"Environmental\nReport\"). Landlord acknowledges and agrees that none of the environmental\nconditions or presence of Hazardous Materials on, in or under the Lot as\ndescribed in the Environmental Report has been in any way caused by Tenant or\nany of Tenant's Representatives. Tenant hereby acknowledges and agrees as\nfollows: (a) prior to executing this Lease a copy has been made available at\nLandlord's offices located at 2026 West Winton Avenue in Hayward, California for\nTenant's review; (b) except for permissibly disclosing such information to its\nemployees and invitees, to maintain the information contained therein strictly\nconfidential and not to make or disseminate copies of such documents or the\ninformation contained therein to any party or person without first obtaining\nLandlord's written consent thereto, (c) not to disseminate or otherwise permit\nany employee, agent or other person over which Tenant has lawful authority to\ncopy, publish or otherwise disseminate the Environmental Report or the\ninformation contained therein (except as may be lawfully compelled or otherwise\nrequired by valid rule, regulation or law); and (d) Landlord has made available\nto Tenant the Environmental Report for informational purposes only and Tenant\nmay not rely upon the information contained in the Environmental Report unless\nand until Tenant obtains the environmental firms' written consent to such\nreliance thereon by Tenant.\n\n     29.8  Tenant's Exculpation. Tenant shall not be liable for nor otherwise\n           ---------------------                                             \nobligated to Landlord under any provision of the lease with respect to (i) any\nclaim, remediation obligation, investigation obligation, liability, cause of\naction, attorney's fees, consultants' cost, expense or damage resulting from any\nHazardous Material present in, on or about the Premises or any of the Buildings\nin the Park to the extent not caused nor otherwise permitted, directly or\nindirectly, by Tenant or Tenant's Representatives; or (ii) the removal,\ninvestigation, monitoring or remediation of any Hazardous Material present in,\non or about the Premises, the Building or the Park caused by any source,\nincluding third parties other than Tenant and Tenant's Representatives, as a\nresult of or in connection with the acts or omissions of persons other than\nTenant or Tenant's Representatives; provided, however, Tenant shall be fully\nliable for and otherwise obligated to Landlord under the provisions of this\nLease for all liabilities, costs, damages, penalties, claims judgments, expenses\n(including without limitation, attorneys' and experts' fees and costs) and\nlosses to the extent (a) Tenant or any of Tenant's Representatives contributes\nto the presence of such Hazardous Materials or Tenant and\/or any of Tenant's\nRepresentatives exacerbates the conditions caused by such Hazardous Materials,\nor (b) Tenant and\/or Tenant's Representatives allows or permits persons over\nwhich Tenant or any of Tenant's Representatives has control and\/or for which\nTenant or any of Tenant's Representatives are legally responsible for, to cause\nsuch Hazardous Materials to be present in, on, under, through or about any\nportion of the Premises, the Building or the Park, or does not take a reasonably\nappropriate actions to prevent such persons over which Tenant or any of Tenant's\nRepresentatives has control and\/or for which Tenant or any of Tenant's\nRepresentatives are legally responsible from causing the presence of Hazardous\nMaterials in, on, under, through or about any portion of the Premises, the\nBuilding or the Park.\n\n30.  FINANCIAL STATEMENTS\n\n     Tenant, for the reliance of Landlord, any lender holding or anticipated to\nacquire a lien upon the Premises, the Building or the Park or any portion\nthereof, or any prospective purchaser of the Building or the Park or any portion\nthereof, within ten (10) days after Landlord's request therefor, but not more\noften than once annually so long as Tenant is not in material default of this\nLease, shall deliver to Landlord the\n\n                                       24\n\n \nthen current publicly available audited financial statements of Tenant\n(including interim periods following the end of the last fiscal year for which\nannual statements are available) which statements shall be prepared or compiled\nin accordance with generally accepted accounting principles and shall present\nfairly the financial condition of Tenant at such dates and the result of its\noperations and changes in its financial positions for the periods ended on such\ndates. If an audited financial statement has not been prepared, Tenant shall\nprovide Landlord with an unaudited financial statement and\/or such other\ninformation, the type and form of which are acceptable to Landlord in Landlord's\nreasonable discretion, which reflects the financial condition of Tenant.\n\n31.  GENERAL PROVISIONS\n\n     31.1  Time. Time is of the essence in this Lease and with respect to each\nand all of its provisions in which performance is a factor.\n\n     31.2  Successors and Assigns. The covenants and conditions herein\ncontained, subject to the provisions as to assignment, apply to and bind the\nheirs, successors, executors, administrators and assigns of the parties hereto.\n\n     31.3  Recordation. Tenant shall not record this Lease or a short form\nmemorandum hereof without the prior written consent of the Landlord.\n\n     31.4  Landlord's Personal Liability. The liability of Landlord (which, for\npurposes of this Lease, shall include Landlord and the owner of the Building if\nother than Landlord) to Tenant for any default by Landlord under the terms of\nthis Lease shall be limited to the actual interest of Landlord and its present\nor future partners or members in the Building, and Tenant agrees to look solely\nto the Building for satisfaction of any liability and shall not look to other\nassets of Landlord nor seek any recourse against the assets of the individual\npartners, members, directors, officers, shareholders, agents or employees of\nLandlord (including without limitation, any property management company of\nLandlord); it being intended that Landlord and the individual partners, members,\ndirectors, officers, shareholders, agents and employees of Landlord (including\nwithout limitation, any property management company of Landlord) shall not be\npersonally liable in any manner whatsoever for any judgment or deficiency. The\nliability of Landlord under this Lease is limited to its actual period of\nownership of title to the Building, and Landlord shall be automatically released\nfrom further performance under this Lease upon transfer of Landlord's interest\nin the Premises or the Building.\n\n     31.5  Separability. Any provisions of this Lease which shall prove to be\ninvalid, void or illegal shall in no way affect, impair or invalidate any other\nprovisions hereof and such other provision shall remain in full force and\neffect.\n\n     31.6  Choice of Law. This Lease shall be governed by, and construed in\naccordance with, the laws of the State of California.\n\n     31.7  Attorneys' Fees. In the event any dispute between the parties results\nin litigation or other proceeding, the prevailing party shall be reimbursed by\nthe party not prevailing for all reasonable costs and expenses, including,\nwithout limitation, reasonable attorneys' and experts' fees and costs incurred\nby the prevailing party in connection with such litigation or other proceeding,\nand any appeal thereof. Such costs, expenses and fees shall be included in and\nmade a part of the judgment recovered by the prevailing party, if any.\n\n     31.8  Entire Agreement. This Lease supersedes any prior agreements,\nrepresentations, negotiations or correspondence between the parties, and\ncontains the entire agreement of the parties on matters covered. No other\nagreement, statement or promise made by any party, that is not in writing and\nsigned by all parties to this Lease, shall be binding.\n\n     31.9  Warranty of Authority. Landlord and Tenant each represent and warrant\nthat (1) the person executing this Lease on such party's behalf is duly and\nvalidly authorized to do so on behalf of the entity it purports to so bind, and\n(2) if such party is a partnership, corporation or trustee, that such\npartnership, corporation or trustee has full right and authority to enter into\nthis Lease and perform all of its obligations hereunder. Tenant hereby warrants\nthat this Lease is valid and binding upon Tenant and enforceable against Tenant.\n\n     31.10  Notices. Any and all notices and demands required or permitted to be\ngiven hereunder to Landlord shall be in writing and shall be sent: (a) by United\nStates mail, certified and postage prepaid; or (b) by personal delivery; or (c)\nby overnight courier, addressed to Landlord at 101 Lincoln Centre Drive, Fourth\nFloor, Foster City, California 94404-1167. Any and all notices and demands\nrequired or permitted to be given hereunder to Tenant shall be in writing and\nshall be sent: (i) by United States mail, certified and postage prepaid; or (ii)\nby personal delivery to any employee or agent of Tenant over the age of eighteen\n(18) years of age; or (iii) by overnight courier, all of which shall be\naddressed to Tenant\n\n                                       25\n\n \nat the address on the front page hereof. Notice and\/or demand shall be deemed\ngiven upon the earlier of actual receipt or the third business day following\ndeposit in the United States mail. Any notice or requirement of service required\nby any statute or law now or hereafter in effect, including, but not limited to,\nCalifornia Code of Civil Procedure Sections 1161, 1161.1, and 1162 (including\nany amendments, supplements or substitutions thereof), is hereby waived by\nTenant.\n\n     31.11  Joint and Several. If Tenant consists of more than one person or\nentity, the obligations of all such persons or entities shall be joint and\nseveral.\n\n     31.12  Covenants and Conditions. Each provision to be performed by Tenant\nhereunder shall be deemed to be both a covenant and a condition.\n\n     31.13  Waiver of Jury Trial. The parties hereto shall and they hereby do\nwaive trial by jury in any action, proceeding or counterclaim brought by either\nof the parties hereto against the other on any matters whatsoever arising out of\nor in any way related to this Lease, the relationship of Landlord and Tenant,\nTenant's use or occupancy of the Premises, the Building or the Park, and\/or any\nclaim of injury, loss or damage.\n\n     31.14  Underlining. The use of underlining within the Lease is for\nLandlord's reference purposes only and no other meaning or emphasis is intended\nby this use, nor should any be inferred.\n\n     31.15  Merger. The voluntary or other surrender of this Lease by Tenant,\nthe mutual termination or cancellation hereof by Landlord and Tenant, or a\ntermination of this Lease by Landlord for a material default by Tenant\nhereunder, shall not work a merger, and, at the sole option of Landlord, (i)\nshall terminate all or any existing subleases or subtenancies, or (ii) may\noperate as an assignment to Landlord of any or all of such subleases or\nsubtenancies. Landlord's election of either or both of the foregoing options\nshall be exercised by delivery by Landlord of written notice thereof to Tenant\nand all known subtenants under any sublease.\n\n32.  SIGNS\n\n     Tenant shall have the right to share the signage with the occupant of the\nbalance of the Building all signs and graphics of every kind visible in or from\npublic view or corridors or the exterior of the Premises shall be subject to\nLandlord's prior written approval and shall be subject to any applicable\ngovernmental laws, ordinances, and regulations and in compliance with Landlord's\nsign criteria as same may exist from time to time or as set forth in Exhibit H\nhereto and made a part hereof. Tenant shall remove all such signs and graphics\nprior to the termination of this Lease. Such installations and removals shall be\nmade in a manner as to avoid damage or defacement of the Premises; and Tenant\nshall repair any damage or defacement, including without limitation,\ndiscoloration caused by such installation or removal. Landlord shall have the\nright, at its option, to deduct from the Security Deposit such sums as are\nreasonably necessary to remove such signs, including, but not limited to, the\ncosts and expenses associated with any repairs necessitated by such removal.\nNotwithstanding the foregoing, in no event shall any: (a) neon, flashing or\nmoving sign(s) or (b) sign(s) which shall interfere with the visibility of any\nsign, awning, canopy, advertising matter, or decoration of any kind of any other\nbusiness or occupant of the Building or the Park be permitted hereunder. Tenant\nfurther agrees to maintain any such sign, awning, canopy, advertising matter,\nlettering, decoration or other thing as may be approved in good condition and\nrepair at all times.\n\n33.  MORTGAGEE PROTECTION\n\n     Upon any default on the part of Landlord, Tenant will give written notice\nby registered or certified mail to any beneficiary of a deed of trust or\nmortgagee of a mortgage covering the Premises who has provided Tenant with\nnotice of their interest together with an address for receiving notice, and\nshall offer such beneficiary or mortgagee a reasonable opportunity to cure the\ndefault (which, in no event shall be less than ninety (90) days), including time\nto obtain possession of the Premises by power of sale or a judicial foreclosure,\nif such should prove necessary to effect a cure. If such default cannot be cured\nwithin such time period, then such additional time as may be necessary will be\ngiven to such beneficiary or mortgagee to effect such cure so long as such\nbeneficiary or mortgagee has commenced the cure within the original time period\nand thereafter diligently pursues such cure to completion, in which event this\nLease shall not be terminated while such cure is being diligently pursued.\nTenant agrees that each lender to whom this Lease has been assigned by Landlord\nis an express third party beneficiary hereof. Tenant shall not make any\nprepayment of Rent more than one (1) month in advance without the prior written\nconsent of each such lender, except if Tenant is required to make quarterly\npayments of Rent in advance pursuant to the provisions of Section 8 above.\nTenant waives the collection of any deposit from such lender(s) or any purchaser\nat a foreclosure sale of such lender(s)' deed of trust unless the lender(s) or\nsuch purchaser shall have actually received and not refunded the deposit. Tenant\nagrees to make all payments under this Lease to the lender with the most senior\nencumbrance upon receiving a direction, in\n\n                                       26\n\n \nwriting, to pay said amounts to such lender. Tenant shall comply with such\nwritten direction to pay without determining whether an event of default exists\nunder such lender's loan to Landlord.\n\n34.  QUITCLAIM\n\n     Upon any termination of this Lease, Tenant shall, at Landlord's request,\nexecute, have acknowledged and deliver to Landlord a quitclaim deed of Tenant's\ninterest in and to the Premises.\n\n35.  MODIFICATIONS FOR LENDER\n\n     If, in connection with obtaining financing for the Premises or any portion\nthereof, Landlord's lender shall request reasonable modification(s) to this\nLease as a condition to such financing, Tenant shall not unreasonably withhold,\ndelay or defer its consent thereto, provided such modifications do not\nmaterially adversely affect Tenant's rights hereunder or the use, occupancy or\nquiet enjoyment of Tenant hereunder or increase Tenant's obligations or decrease\nTenant's rights hereunder.\n\n36.  WARRANTIES OF TENANT\n\n     Tenant hereby warrants and represents to Landlord, for the express benefit\nof Landlord, that Tenant has undertaken an independent evaluation of the risks\ninherent in the execution of this Lease and the operation of the Premises for\nthe use permitted hereby, and that, based upon said independent evaluation,\nTenant has elected to enter into this Lease and except as expressly set forth\nherein hereby assumes all risks with respect thereto. Tenant hereby further\nwarrants and represents to Landlord, for the express benefit of Landlord, that\nin entering into this Lease, Tenant has not relied upon any statement, fact,\npromise or representation (whether express or implied, written or oral) not\nspecifically set forth herein in writing and that any statement, fact, promise\nor representation (whether express or implied, written or oral) made at any\ntime to Tenant, which is not expressly incorporated herein in writing, is hereby\nwaived by Tenant.\n\n37.  COMPLIANCE WITH AMERICANS WITH DISABILITIES ACT\n\n     Landlord and Tenant hereby agree and acknowledge that the Premises, the\nBuilding and\/or the Park may be subject to the requirements of the Americans\nwith Disabilities Act, a federal law codified at 42 U.S.C. 12101 et seq,\nincluding, but not limited to Title III thereof, all regulations and guidelines\nrelated thereto, together with any and all laws, rules, regulations, ordinances,\ncodes and statutes now or hereafter enacted by local or state agencies having\njurisdiction thereof, including all requirements of Title 24 of the State of\nCalifornia, as the same may be in effect on the date of this Lease and may be\nhereafter modified, amended or supplemented (collectively, the \"ADA\"). Any\nTenant Improvements to be constructed hereunder shall be in compliance with the\nrequirements of the ADA, and all costs incurred for purposes of compliance\ntherewith shall be a part of and included in the costs of the Tenant\nImprovements. Tenant shall be solely responsible for conducting its own\nindependent investigation of this matter with respect to the condition of the\nBuilding, Tenant's use of the Premises and for all improvements to be made to\nthe Premises after the actual Commencement Date other than the Tenant\nImprovements; provided, however, with respect to the Tenant Improvements\nLandlord shall be solely responsible for ensuring that the design of all Tenant\nImprovements strictly comply with all requirements of the ADA. Subject to\nreimbursement pursuant to Section 6 of the Lease, if any barrier removal work or\nother work is required to the Building, the Common Areas or the Park under the\nADA, then such work shall be the responsibility of Landlord; provided, if such\nwork is required under the ADA as a result of Tenant's particular use of the\nPremises or any work or alteration made to the Premises by or on behalf of\nTenant (other than any initial improvements), then such work shall be performed\nby Landlord at the sole cost and expense of Tenant. Except as otherwise\nexpressly provided in this provision, Tenant shall be responsible at its sole\ncost and expense for fully and faithfully complying with all applicable\nrequirements of the ADA, including without limitation, not discriminating\nagainst any disabled persons in the operation of Tenant's business in or about\nthe Premises, and offering or otherwise providing auxiliary aids and services\nas, and when, required by the ADA. Within ten (10) days after receipt, Landlord\nand Tenant shall advise the other party in writing, and provide the other with\ncopies of (as applicable), any notices alleging violation of the ADA relating to\nany portion of the Premises or the Building; any claims made or threatened in\nwriting regarding noncompliance with the ADA and relating to any portion of the\nPremises or the Building; or any governmental or regulatory actions or\ninvestigations instituted or threatened regarding noncompliance with the ADA and\nrelating to any portion of the Premises or the Building. Tenant shall and hereby\nagrees to protect, defend (with counsel acceptable, to Landlord) and hold\nLandlord and the other Indemnitees harmless and indemnify the Indemnitees from\nand against all liabilities, damages, claims, losses, penalties, judgments,\ncharges and expenses (including reasonable attorneys' fees, costs of court and\nexpenses necessary in the prosecution or defense of any litigation including the\nenforcement of this provision) arising from or in any way related to, directly\nor indirectly, Tenant's or Tenant's Representatives violation or alleged\nviolation of the\n\n                                       27\n\n \nADA. Tenant agrees that the obligations of Tenant herein shall survive the\nexpiration or earlier termination of this Lease.\n\n38.  BROKERAGE COMMISSION\n\n     Landlord and Tenant each represents and warrants for the benefit of the\nother that it has had no dealings with any real estate broker, agent or finder\nin connection with the Premises and\/or the negotiation of this Lease, except for\nthe Broker(s) (as set forth on Page 1), and that it knows of no other real\nestate broker, agent or finder who is or might be entitled to a real estate\nbrokerage commission or finder's fee in connection with this Lease or otherwise\nbased upon contacts between the claimant and Tenant. Each party shall indemnify\nand hold harmless the other from and against any and all liabilities or expenses\narising out of claims made for a fee or commission by any real estate broker,\nagent or finder in connection with the Premises and this Lease other than\nBroker(s), if any, resulting from the actions of the indemnifying party. Any\nreal estate brokerage commission or finder's fee payable to the Broker(s) in\nconnection with this Lease shall only be payable and applicable to the extent of\nthe initial Term of the Lease and to the extent of the Premises as same exist as\nof the date on which Tenant executes this Lease. Unless expressly agreed to in\nwriting by Landlord and Broker(s), no real estate brokerage commission or\nfinder's fee shall be owed to, or otherwise payable to, the Broker(s) for any\nrenewals or other extensions of the initial Term of this Lease or for any\nadditional space leased by Tenant other than the Premises as same exists as of\nthe date on which Tenant executes this Lease. Tenant further represents and\nwarrants to Landlord that Tenant will not receive (i) any portion of any\nbrokerage commission or finder's fee payable to the Broker(s) in connection with\nthis Lease or (ii) any other form of compensation or incentive from the\nBroker(s) with respect to this Lease.\n\n39.  QUIET ENJOYMENT\n\n     Landlord covenants with Tenant, upon the paying of Rent and observing and\nkeeping the covenants, agreements and conditions of this Lease on its part to be\nkept, and during the periods that Tenant is not otherwise in default of any of\nthe terms or provisions of this Lease, and subject to the rights of any of\nLandlord's lenders, (i) that Tenant shall and may peaceably and quietly hold,\noccupy and enjoy the Premises and the Common Areas during the Term of this\nLease, and (ii) neither Landlord, nor any successor or assign of Landlord, shall\ndisturb Tenant's occupancy or enjoyment of the Premises and the Common Areas.\n\n40.  LANDLORD'S ABILITY TO PERFORM TENANT'S UNPERFORMED OBLIGATIONS\n\n     Notwithstanding anything to the contrary contained in this Lease, if Tenant\nshall fail to perform any of the terms, provisions, covenants or conditions to\nbe performed or complied with by Tenant pursuant to this Lease within the\napplicable cure periods, and\/or if the failure of Tenant relates to a matter\nwhich in Landlord's judgment reasonably exercised is of an emergency nature and\nsuch failure shall remain uncured for a period of time commensurate with such\nemergency, then Landlord may, at Landlord's option without any obligation to do\nso, and in its sole discretion as to the necessity therefor, perform any such\nterm, provision, covenant, or condition, or make any such payment and Landlord\nby reason of so doing shall not be liable or responsible for any loss or damage\nthereby sustained by Tenant or anyone holding under or through Tenant. If\nLandlord so performs any of Tenant's obligations hereunder, the full amount of\nthe cost and expense entailed or the payment so made or the amount of the loss\nso sustained shall immediately be owing by Tenant to Landlord, and Tenant shall\npromptly pay to Landlord upon demand, as Additional Rent, the full amount\nthereof with interest thereon from the date of payment at the greater of (i) ten\npercent (10%) per annum, or (ii) the highest rate permitted by applicable law\nand Enforcement Expenses.\n\n41.  TENANT'S EARLY TERMINATION OPTION:\n\n   41.1      Termination Date: Tenant shall have a one-time option (the\n       \"Termination Option\") to terminate this Lease, effective as of the 37\/th\/\n       month of the Lease Term (the \"Termination Date\"). The Termination Option\n       is granted subject to the following terms and conditions:\n\n      41.1.1  Notice: Tenant delivers to Landlord written notice of Tenant's\n              election to exercise the Termination Option, which notice is given\n              no later than nine (9) full calendar months prior to the\n              Termination Date; and\n\n      41.1.2  No Default: Tenant is not then in default under this Lease beyond\n              any applicable cure periods either on the date that Tenant\n              exercises the Termination Option, or unless waived in writing by\n              Landlord, on the Termination Date; and\n\n      41.1.3  Termination Fee: Tenant pays to Landlord on the 30th month of the\n              Lease Term, a cash lease termination fee (the \"Fee\") equal to two\n              hundred six thousand eight hundred ninety-five and 00\/100 dollars\n              ($206,895.00).\n\n                                       28\n\n \n      41.2    Terms: If Tenant timely and properly exercises the Termination\nOption, (i) all rent payable under this Lease shall be paid through and\napportioned as of the Termination Date (in addition to payment by Tenant of the\nFee); (ii) neither party shall have any rights, estates, liabilities, or\nobligations under this Lease for the period accruing after the Termination Date,\nexcept those which by the provisions of this Lease, expressly survive the\nexpiration or termination of the Term of this Lease; (iii) Tenant shall\nsurrender and vacate the Premises and deliver possession thereof to Landlord on\nor before the Termination Date in the condition required under this Lease for\nsurrender of the Premises; and (iv) Landlord and Tenant shall enter into a\nwritten agreement reflecting the termination of this Lease upon the terms\nprovided for herein, which agreement shall be executed within thirty (30) days\nafter Tenant exercises the Termination Option and delivers to Landlord the\nwritten notice required above. It is the parties' intention that nothing\ncontained herein shall impair, diminish or otherwise prevent Landlord from\nrecovering from Tenant such additional sums as may be necessary for payment of\nTenant's Share of the Operating Expenses, Tax Expenses, Common Area Utility\nCosts, Utility Expenses, Administrative Charges and any other sums due and\npayable under this Lease allocated to any period prior to the Termination Date,\nincluding, any sums required to repair any damage to the Premises and\/or restore\nthe Premises to the condition required under the provisions of this Lease.\n\n      41.3    Termination: The Termination Option shall automatically terminate\nand become null and void upon the earlier to occur of (i) the breach or default\nby Tenant of any of the terms of this Lease beyond any applicable cure periods\neither on the date that tenant exercises the Termination Option, or unless\nwaived in writing by Landlord, on the Termination Date; (ii) Landlord or\nTenant's the termination of Tenant's right to possession of the Premises under\nthe provisions of this Lease; or (iii) the failure of Tenant to timely or\nproperly exercise the Termination option as contemplated herein. This\nTermination Option is personal to Tenant and may not be assigned voluntarily,\nseparate from or as part of the Lease, except to a Related Entity.\n\n      IN WITNESS WHEREOF, this Lease is executed by duly authorized signatories\nof the parties as of the Lease Date referenced on Page 1 of this Lease.\n\nTENANT:\n\nNetFlix.Com,\na Delaware corporation\n\nBy:    \n       -----------------------\n\nIts:    CFO &amp; Secretary\n       -----------------------\n\nDate:   10\/8\/99\n       -----------------------\n\n\nBy:\n       -----------------------\n\nIts:   Secretary\n       -----------------------\nDate:\n       -----------------------\n\nLANDLORD:\n\nLINCOLN-RECP OLD OAKLAND OPCO, LLC,\na Delaware limited liability company\n\nBy:  LEGACY PARTNERS COMMERCIAL, INC.\n     as manager and agent for Lincoln-RECP Old Oakland OPCO, LLC\n\n   By:  \n        ---------------------\n        Senior Vice President\n\n     Date:\n          ------------------- \n\nIf Tenant is a CORPORATION, the authorized officers must sign on behalf of the\n               -----------                                                    \ncorporation and indicate the capacity in which they are signing. The Lease must\nbe executed by the president or vice-president and the secretary or assistant\n                                               ----                          \nsecretary, unless the bylaws or a resolution of the board of directors shall\n           -------                                                          \notherwise provide, in which event, the bylaws or a certified copy of the\nresolution, as the case may be, must be attached to this Lease.\n\n                                       29\n\n \n                                   EXHIBIT A\n                                    PREMISES\n\n\nThis exhibit, entitled \"Premises\", is and shall constitute EXHIBIT A to that\ncertain Lease Agreement dated August 11, 1999 (the \"Lease\"), by and between\nLINCOLN-RECP OLD OAKLAND OPCO, LLC, a Delaware limited liability company\n(\"Landlord\") and NetFlix.com, a Delaware corporation (\"Tenant\") for the leasing\nof certain premises located at 2219 Old Oakland Road, San Jose, California (the\n\"Premises\").\n\nThe Premises consist of the rentable square footage of space specified in the\nBasic Lease Information and has the address specified in the Basic Lease\nInformation. The Premises are a part of and are contained in the Building\nspecified in the Basic Lease Information. The non cross-hatched area depicts the\nPremises within the [Building, Project]:\n\n                                       30\n\n \n                          EXHIBIT B TO LEASE AGREEMENT\n                              TENANT IMPROVEMENTS\n                                        \n\nThis exhibit, entitled \"Tenant Improvements\", is and shall constitute EXHIBIT B\n                                                                      ---------\nto that certain Lease Agreement dated August 11, 1999 (the \"Lease\"), by and\nbetween LINCOLN-RECP OLD OAKLAND OPCO, LLC, a Delaware limited liability company\n(\"Landlord\") and NetFlix.com, a Delaware corporation (\"Tenant\") for the leasing\nof certain premises located at 2219 Old Oakland Road, San Jose, California (the\n\"Premises\"). The terms, conditions and provisions of this EXHIBIT B are hereby\n                                                          ---------           \nincorporated into and are made a part of the Lease. Any capitalized terms used\nherein and not otherwise defined herein shall have the meaning ascribed to such\nterms as set forth in the Lease:\n\n1.  Tenant Improvements. Subject to the conditions set forth below, Landlord\n    --------------------                                                    \nagrees to construct and install at its sole cost and expense certain\nimprovements (\"Tenant Improvements\") in the Building of which the Premises are a\npart in accordance with Section 2 below and pursuant to the terms of this\n                                                                         \nEXHIBIT B.\n--------- \n\n2.   Definition. \"Tenant Improvements\" as used in this Lease shall include only\n     ----------                                                                \nthose portions of the Building which are described below. \"Tenant Improvements\"\nshall specifically not include any alterations, additions or improvements\ninstalled or constructed by Tenant, and any of Tenant's trade fixtures,\nequipment, furniture, furnishings, telephone equipment or other personal\nproperty (collectively, \"Personal Property\"). The Tenant Improvements shall\ninclude only those improvements as specified in this Section 2 below and made a\npart hereof. Such work, as set forth below and as shown in the Initial Plans\nshall be hereinafter referred to as the \"Work\". Landlord shall not be obligated\nto pay for any improvements which are not expressly set forth herein below. The\nTenant Improvements shall consist of the following Work as described more fully\non Exhibit B-2 hereto:\n\n     (a) Install full floor to roof joist demising wall and separately metered\nPG&amp;E.\n     (b)  Remove wall partitions in former restroom area and install 12' of\n          upper and 12' of lower cabinets, kitchenette sink and outlets for\n          microwave and refrigerator.\n     (c)  Install exterior lighting in shipping and receiving area which will be\n          operational on a 24-hour, 7 days per week basis.\n\n3.   Tenant Improvement Costs. The \"Tenant Improvements\" cost (Tenant\n     -------------------------                                       \nImprovement Costs\") shall mean and include any and all costs and expenses of the\nWork, including, without limitation, all of the following:\n\n     (a) All costs of preliminary space planning and final architectural and\nengineering plans and specifications (including, without limitation, the scope\nof work, all plans and specifications, the Initial Plans and the Final Drawings)\nfor the Tenant Improvements, and architectural fees, engineering costs and fees,\nand other costs associated with completion of said plans;\n\n     (b) All costs of obtaining building permits and other necessary\nauthorizations and approvals from the City of San Jose and other applicable\njurisdictions;\n\n     (c) All costs of interior design and finish schedule plans and\nspecifications including as-built drawings;\n\n     (d) All direct and indirect costs or procuring, constructing and installing\nthe Tenant Improvements in the Premises, including, but not limited to, the\nconstruction fee for overhead and profit, the cost of all on-site supervisory\nand administrative staff, office, equipment and temporary services rendered by\nLandlord's consultants and the General Contractor in connection with\nconstruction of the Tenant Improvements, and all labor (including overtime) and\nmaterials constituting the Work;\n\n     (e) All fees payable to the General Contractor, architect and Landlord's\nengineering firm if they are required by Tenant to redesign any portion of the\nTenant Improvements following Tenant's approval of the Final Drawings; and\n\n     (f) A construction management fee payable to Landlord in the amount of five\npercent (5%) of all direct and indirect costs of procuring, constructing and\ninstalling the Tenant Improvements in the Premises and the Building.\n\n4.  Building Standard Work. Landlord shall provide that the Tenant Improvements\n    -----------------------                                                    \nbe at least equal, in quality, to Landlord's building standard materials,\nquantities and procedures then in use by Landlord (\"Building Standards\")\nattached hereto as Exhibit B-I, and shall consist of improvements which are\ngeneric in nature. Landlord shall obtain all government approvals of the Work to\nthe full extent necessary for the issuance of a building permit for the Tenant\nImprovements. Such Tenant Improvements shall be constructed in a good and\nworkmanlike manner, free of defects and using new\n\n                                       1\n\n \nmaterials and equipment of good quality. Tenant shall have the right to submit a\nwritten \"punch list\" to Landlord, setting forth any defective item of\nconstruction, and Landlord shall promptly cause such items to be corrected.\nTenant's acceptance of the Premises or submission of a \"punch list\" shall not be\ndeemed a waiver of Tenant's right to have defects in the Tenant Improvements or\nthe Premises repaired at no cost to Tenant. Tenant shall give notice to\nLandlord, within the first year of the Lease Term, whenever any such defect\nbecomes reasonably apparent, and Landlord shall repair such defect as soon as\npracticable.\n\n5.  Landlord shall not be obligated to pay for any Tenant Improvements which are\nnot specifically set forth in Section 2 above or in Exhibit B-1.\n\n6.  Lease Provisions; Conflict. The terms and provisions of the Lease, insofar\n    --------------------------                                                \nas they are applicable, in whole or in part, to this EXHIBIT B, are hereby\n                                                     ---------            \nincorporated herein by reference, and specifically including all of the\nprovisions of Section 31 of the Lease. In the event of any conflict between the\nterms of the Lease and this EXHIBIT B, the terms of this EXHIBIT B shall\n                            ---------                    ----------     \nprevail.\n\n                                       2\n\n \n                                  EXHIBIT B-1\n                               BUILDING STANDARDS\n\n                           OUTLINE SPECIFICATION FOR\n                     NEW OFFICE BUILD-OUT IN R&amp;D BUILDINGS\n\nOFFICE AREA\n-----------\n\nDEMISING PARTITION AND CORRIDOR WALLS:\n\nNote:  One hr. rated walls where required based on occupancy group.\n\nA.   6\" 20-gage metal studs at 24\" O.C. (or as required by code based on roof\nheight) framed full height from finish floor to surface above.\n\nB.  One (1) layer 5\/8\" drywall Type \"X\" both sides of wall, fire taped only.\n\nINTERIOR PARTITIONS:\n\nA.  3-5\/8\" 25-gage metal studs at 24\" O.C. to bottom of T-Bar ceiling grid\napproximately 9' 0\" high.\n\nB.  One (1) layer 5\/8\" drywall both sides of wall, smooth ready for paint.\n\nC.  3-5\/8\" metal studs including all lateral bracing as required by code.\n\nPERIMETER DRYWALL (AT OFFICE AREAS):\n\nA.  3-5\/8\" metal studs @ 24\" O.C. to 12' 0\" above finished floor. (or as\nrequired by Title-24 for full height envelope then use demising wall spec.)\n\nB.  One (1) layer 5\/8\" Type \"X\" drywall taped smooth and ready for paint.\n\nCOLUMN FURRING:\n\nA.  Furring channel all sides of 2-1\/2\" metal studs per details.\n\nB.  One (1) layer 5\/8\" drywall taped smooth and ready for paint.\n\nC.  Columns within walls shall be furred-out.\n\nACOUSTICAL CEILINGS:\n\nNote  Gyp. Bd. ceiling at all restrooms Typ.\n\nA.  2' x 4' standard white T-Bar grid system as manufactured by Chicago Metallic\nof equal.\n\nB.  2' x 4' x 5\/8\" white, no-directional acoustical tile to be regular second\nlook as manufactured by Armstrong or equal.\n\nPAINTING:\n\nA.  Sheetrock walls within office to receive two (2) coats of interior latex\npaint as manufactured by Kelly Moore or equal. Some portions of second coat to\nbe single accent color.\n\nB.  Semi-gloss paint all restrooms and lunch rooms.\n\nWINDOW COVERING:\n\nA.  1\" aluminum mini-blinds as manufactured by Levelor, Bali or equal, color to\nbe selected by Legacy Partners Commercial, Inc. (brushed aluminum or white).\n\nB.  Blinds to be sized to fit window module.\n\n                                       1\n\n \nVCT:\n----\n\nA.  VCT to be l\/8\" x 12\" x 12\" as manufactured by Armstrong - Excelon Series or\nequal.\n\nB.  Slabs shall be water proofed per manufacturer recommendations, at sheet\nvinyl or VCT areas.\n\nLIGHT FIXTURES:\n\nA.  2\" x 4\" T-bar lay in 3-tube energy efficient fixture with cool white\nfluorescent tubes with parabolic lens as manufactured by Lithonia or equal.\n(Approximately 50 F.C,)\n\nLIGHT SWITCHES:\n\nA.  Switching as required by Title 24.\n\nB.  Switch assembly to be Levinton or equal, color - White\n\nELECTRICAL OUTLET:\n\nA.  110V duplex outlet in demising or interior partitions only, as manufactured\nby Leviton or equal, color to be White.\n\nB.  Maximum eight (8) outlets per circuit, spacing to meet code or minimum 2 per\noffice, conference room, reception and 2 dedicated over cabinet at lunch room\njunction boxes above ceiling for large open area with furniture partitions.\n\nC.  Transformers to be a minimum of 20% or over required capacity.\n\nD.  Contractors to inspect electric room and to include all necessary metering\ncost.\n\nE.  No aluminum wiring is acceptable.\n\nTELEPHONE\/DATA OUTLET:\n\nA.   One (1) single outlet box in wall with pullwire from outlet box to area\nabove T-bar ceiling per office.\n\nB.   Cover plate for phone outlets by telephone\/data vendors.\n\nFIRE SPRINKLERS:\n\nAs required by fire codes.\n\nTOPSET BASE:\n\nA.   4\" rubber base as manufactured by Burke or equal, standard colors only.\n\nB.   4\" rubber base at VCT areas.\n\nTOILET AREAS:\n\nWet walls to receive Durabond or Wonder Board and ceramic tile up to 48\". Floors\nto receive ceramic tile with self coved base as required by code.\n\nCARPET:\n\nNote any of the following carpets are acceptable\n\nDesignweave: Alumni 28 oz., Windswept Classic 30 oz. or Stratton Design Series\nIII 30 oz, Structure II 28 oz.\n\nWOOD DOORS:\n\nShall be 3' 0\" x 9' 0\" x 1-3\/4\" (unless otherwise specified) solid core,\nprefinished harmony (rotary N. birch).\n\n                                       2\n\n \nDOOR FRAMES:\n\nShall be ACI or equal, 3-3\/4\" or 4-7\/8\" throat, brushed, standard aluminum,\nsnap-on trim.\n\nHARDWARE:\n\n1-1\/2 pr. butts F179 Stanley, Latchset D10S Rhodes Schlage, Lockset D53PD Rhodes\nSchlage, Dome Type floor stop Gylnn Johnson FB 13, Closer 4110LCN (where\nrequired) brushed chrome.\n\nINSULATION:\n\nBy Title 24 insulation.\n\nPLUMBING:\n\nA.   Shall comply with all local codes and handicapped code requirements.\nFixtures shall be either \"American Standard\", \"Kohler\" or \"Norris\". All toilet\naccessories and grab bars shall be \"Bobrick\" or equal and approved by owner.\n\nB.  Plumbing bid shall include 5 gallon minimum hot water heater, or insta hot\nwith mixer valve including all connections.\n\nTOILET PARTITIONS:\n\nShall be as manufactured by Fiat, global or equal if approved by owner. Color to\nbe white or gray.\n\nHVAC:\n\nHVAC units per specifications.\n\nFive (5) year warranty provided on all HVAC compressor units. All penetrations\nincluding curbs and sleepers to be hot moped to Legacy Partners Commercial, Inc.\nstandard.\n\nWAREHOUSE AREAS:\n\nFloor - seal concrete with water base clear acrylic sealer.\nFire extinguishers - 2A 10 BC surface mount by code x by S.F.\n\n400 W metal halide lighting at warehouse minimum 5-7 foot candles.\n\nNote. All high pile storage requirements are excluded for standard building.\nT.I.\n\n                                       3\n\n \n                                  EXHIBIT B-2\n                              TENANT IMPROVEMENTS\n                                        \nThe floor plan below shows the Work to be provided by Landlord pursuant to\nSection 2 of this Exhibit B of the Lease.\n\n \n                          EXHIBIT C TO LEASE AGREEMENT\n                              RULES &amp; REGULATIONS\n                                        \n\nThis exhibit, entitled \"Rules &amp; Regulations\", is and shall constitute EXHIBIT C\n                                                                      ---------\nto that certain Lease Agreement dated August 11, 1999 (the \"Lease\"), by and\nbetween LINCOLN-RECP OLD OAKLAND OPCO, LLC, a Delaware limited liability company\n(\"Landlord\") and NetFlix.com, a Delaware corporation (\"Tenant\") for the leasing\nof certain premises located at 2219 Old Oakland Road, San Jose, California (the\n\"Premises\"). The terms, conditions and provisions of this EXHIBIT C are hereby\n                                                          ---------           \nincorporated into and are made a part of the Lease. Any capitalized terms used\nherein and not otherwise defined herein shall have the meaning ascribed to such\nterms as set forth in the Lease:\n\n1.  No advertisement, picture or sign of any sort shall be displayed on or\noutside the Premises or the Building without the prior written consent of\nLandlord. Landlord shall have the right to remove any such unapproved item\nwithout notice and at Tenant's expense.\n\n2.  Tenant shall not regularly park motor vehicles in designated parking areas\nafter the conclusion of normal daily business activity.\n\n3.  Tenant shall not use any method of heating or air conditioning other than\nthat supplied by Landlord without the prior written consent of Landlord.\n\n4.  All window coverings installed by Tenant and visible from the outside of the\nBuilding require the prior written approval of Landlord.\n\n5.  Tenant shall not use, keep or permit to be used or kept any foul or noxious\ngas or substance or any flammable or combustible materials on or around the\nPremises, the Building or the Park.\n\n6.  Tenant shall not alter any lock or install any new locks or bolts on any\ndoor at the Premises without the prior consent of Landlord.\n\n7.  Tenant agrees not to make any duplicate keys without the prior consent of\nLandlord.\n\n8.  Tenant shall park motor vehicles in those general parking areas as\ndesignated by Landlord except for loading and unloading. During those periods of\nloading and unloading, Tenant shall not unreasonably interfere with traffic flow\nwithin the Park and loading and unloading areas of other Tenants.\n\n9.  Tenant shall not disturb, solicit or canvas any occupant of the Building or\nPark and shall cooperate to prevent same.\n\n10.  No person shall go on the roof without Landlord's permission.\n\n11.  Business machines and mechanical equipment belonging to Tenant which cause\nnoise or vibration that may be transmitted to the structure of the Building, to\nsuch a degree as to be objectionable to Landlord or other Tenants, shall be\nplaced and maintained by Tenant, at Tenant's expense, on vibration eliminators\nor other devices sufficient to eliminate noise or vibration.\n\n12.  All goods, including material used to store goods, delivered to the\nPremises of Tenant shall be immediately moved into the Premises and shall not be\nleft in parking or receiving areas overnight.\n\n13.  Tractor trailers which must be unhooked or parked with dolly wheels beyond\nthe concrete loading areas must use steel plates or wood blocks under the dolly\nwheels to prevent damage to the asphalt paving surfaces. No parking or storing\nof such trailers will be permitted in the auto parking areas of the Park or on\nstreets adjacent thereto.\n\n14.  Forklifts which operate on asphalt paving areas shall not have solid rubber\ntires and shall only use tires that do not damage the asphalt.\n\n15.  Tenant is responsible for the storage and removal of all trash and refuse.\nAll such trash and refuse shall be contained in suitable receptacles stored\nbehind screened enclosures at locations approved by Landlord.\n\n                                       1\n\n \n16.  Tenant shall not store or permit the storage or placement of goods, or\nmerchandise or pallets or equipment of any sort in or around the Premises, the\nBuilding, the Park or any of the Common Areas of the foregoing. No displays or\nsales of merchandise shall be allowed in the parking lots or other Common Areas.\n\n17.  Tenant shall not permit any animals, including, but not limited to, any\nhousehold pets, to be brought or kept in or about the Premises, the building,\nthe Park or any of the Common Areas of the foregoing.\n\n18.  Tenant shall not permit any motor vehicles to be washed on any portion of\nthe Premises or in the Common Areas of the Park, nor shall Tenant permit\nmechanical work or maintenance of motor vehicles to be performed on any portion\nof the Premises or in the Common Areas of the Park.\n\n                                       2\n\n \n                                   EXHIBIT E\n                   HAZARDOUS MATERIALS DISCLOSURE CERTIFICATE\n                                        \nYour cooperation in this matter is appreciated. Initially, the information\nprovided by you in this Hazardous Materials Disclosure Certificate is necessary\nfor the Landlord (identified below) to evaluate and finalize a lease agreement\nwith you as Tenant. After a lease agreement is signed by you and the Landlord\n(the \"Lease Agreement\"), on an annual basis in accordance with the provisions of\nSection 29 of the signed Lease Agreement, you are to provide an update to the\ninformation initially provided by you in this certificate. The information\ncontained in the initial Hazardous Materials Disclosure Certificate and each\nannual certificate provided by you thereafter will be maintained in\nconfidentiality by Landlord subject to release and disclosure as required by (i)\nany lenders and owners and their respective environmental consultants, (ii) any\nprospective purchaser(s) of all or any portion of the property on which the\nPremises are located, (iii) Landlord to defend itself or its lenders, partners\nor representatives against any claim or demand, and (iv) any laws, rules,\nregulations, orders, decrees, or ordinances, including, without limitation,\ncourt orders or subpoenas. Any and all capitalized terms used herein, which are\nnot otherwise defined herein, shall have the same meaning ascribed to such term\nin the signed Lease Agreement. Any questions regarding this certificate should\nbe directed to, and when completed, the certificate should be delivered to:\n\nLandlord:\n         -------------------------------------------------------------------\n\n         -------------------------------------------------------------------\n          c\/o Legacy Partners Commercial, Inc.\n          101 Lincoln Centre Drive, Fourth Floor\n          Foster City, California 94404\n          Attn:\n               -------------------------------------------------------------\n          Phone: (650) 571-2200\n\nName of (Prospective) Tenant:\n                             -----------------------------------------------\nMailing Address:\n                ------------------------------------------------------------\nContact Person, Title and Telephone Number(s):\n                                              ------------------------------\nContact Person for Hazardous Waste Materials Management and Manifests and\nTelephone Number(s):\n                    -------------------------------------------------------- \n \n----------------------------------------------------------------------------\nAddress of (Prospective) Premises:\n                                  ------------------------------------------\nLength of (Prospective) Initial Term:\n                                     --------------------------------------- \n\n----------------------------------------------------------------------------\n1.  General Information:\n\n     Describe the initial proposed operations to take place in, on, or about the\nPremises, including, without limitation, principal products processed,\nmanufactured or assembled services and activities to be provided or otherwise\nconducted. Existing Tenants should describe any proposed changes to on-going\noperations.\n \n     ------------------------------------------------------------------------\n\n     ------------------------------------------------------------------------ \n\n2.   Use, Storage and Disposal of Hazardous Materials\n\n     2.1  Will any Hazardous Materials be used, generated, stored or disposed of\nin, on or about the Premises? Existing Tenants should describe any Hazardous\nMaterials which continue to be used, generated, stored or disposed of in, on or\nabout the Premises.\n \n           Wastes                 Yes [  ]   No [  ]\n           Chemical Products      Yes [  ]   No [  ]\n           Other                  Yes [  ]   No [  ]\n\n     If Yes is marked, please explain:\n                                      -------------------------------------- \n \n     -----------------------------------------------------------------------\n\n     -----------------------------------------------------------------------\n\n \n     2.2 If Yes is markedinSection 2.1, attach a list of any Hazardous Materials\nto be used, generated, stored or disposed of in, on or about the Premises,\nincluding the applicable hazard class and an estimate of the quantities o[ such\nHazardous Materials at any given time; estimated annual throughput; the proposed\nlocation(s) and method of storage (excluding nominal amounts of ordinary\nhousehold cleaners and janitorial Supplies which are not regulated by any\nEnvironmental Laws); and the proposed location(s) and method of disposal for\neach Hazardous Material, including, the estimated frequency, and the proposed\ncontractors or subcontractors. Existing Tenants should attach a list setting\nforth the information requested above and such list should include actual data\nfrom on-going operations and the identification of any variations in such in\ninformation from the prior year's certificate.\n\n3.  Storage Tanks and Sumps\n\n     3.1 Is any above or below ground storage of gasoline, diesel, petroleum, or\nother Hazardous Materials in tanks or sumps proposed in, on or about the\nPremises? Existing Tenants should describe any such actual or proposed\nactivities.\n\n           Yes [  ]  No [  ]\n\n     If Yes, please explain:\n                            ------------------------------------------------ \n \n     -----------------------------------------------------------------------\n\n     ----------------------------------------------------------------------- \n \n\n\n4.  Waste Management\n\n     4.1  Has your company been issued an EPA Hazardous Waste Generator I.D.\nNumber? Existing Tenants should describe any additional identification numbers\nissued since the previous certificate.\n\n           Yes [  ]  No [  ]\n \n        4.2  Has your company filed a biennial or quarterly reports as a\nhazardous waste generator? Existing Tenants should describe any new reports\nfiled.\n\n           Yes [  ]  No [  ]\n\n           If yes, attach a copy of the most recent report filed.\n\n5.  Wastewater Treatment and Discharge\n\n        5.1  Will your company discharge wastewater or other wastes to:\n\n<table> \n<s>                                   <c> \n                   storm drain?             sewer?\n             -----                    -----\n                   surface water?           no wastewater or other wastes discharged.\n             -----                    -----\n<\/c><\/s><\/table> \n\n          Existing Tenants should indicate any actual discharges. If so,\ndescribe the nature of any proposed or actual discharge(s).\n \n          ------------------------------------------------------------------\n\n          ------------------------------------------------------------------\n\n        5.2  Will any such wastewater or waste be treated before discharge?\n\n           Yes[  ]   No[  ]\n\n          If yes, describe the type of treatment proposed to be conducted.\nExisting Tenants should describe the actual treatment conducted.\n \n          ------------------------------------------------------------------\n\n          ------------------------------------------------------------------\n \n6.  Air Discharges\n\n        6.1  Do you plan for any air filtration systems or stacks to be used in\nyour company's operations in, on or about the Premises that will discharge into\nthe air; and will such air emissions be monitored? Existing Tenants should\nindicate whether or not there are any such air filtration systems or stacks in\nuse in, on or about the Premises which discharge into the air and whether such\nair emissions are being monitored.\n\n                                       2\n\n \n          Yes [  ]   No [  ]\n\n          If yes, please describe:\n                                   ---------------------------------------------\n\n          ----------------------------------------------------------------------\n\n          ----------------------------------------------------------------------\n \n     6.2  Do you propose to operate any of the following types of equipment, or\nany other equipment requiring an air emissions permit? Existing Tenants should\nspecify any such equipment being operated in, on or about the Premises.\n\n<table> \n<s>                                       <c> \n               Spray booth(s)                   Incinerator(s)\n          -----                            -----\n               Dip tank(s)                      Other (Please describe)\n          -----                            -----\n               Drying oven(s)                   No Equipment Requiring Air Permits\n          -----                            -----\n<\/c><\/s><\/table> \n\n          If yes, please describe:\n                                  ------------------------------------------\n     \n          ------------------------------------------------------------------\n\n          ------------------------------------------------------------------\n          \n7.  Hazardous Materials Disclosures\n\n     7.1  Has your company prepared or will it be required to prepare a\nHazardous Materials management plan (\"Management Plan\") pursuant to Fire\nDepartment or other governmental or regulatory agencies' requirements? Existing\nTenants should indicate whether or not a Management Plan is required and has\nbeen prepared.\n\n          Yes [  ]  No [  ]\n\n          If yes, attach a copy of the Management Plan. Existing Tenants should\nattach a copy of any required updates to the Management Plan.\n\n     7.2  Are any of the Hazardous Materials, and in particular chemicals,\nproposed to be used in your operations in, on or about the Premises regulated\nunder Proposition 65? Existing Tenants should indicate whether or not there are\nany new Hazardous Materials being so used which are regulated under Proposition\n65.\n\n          Yes [  ]  No [  ]\n\n          If yes, please explain:\n                                 ------------------------------------------- \n \n          ------------------------------------------------------------------\n\n          ------------------------------------------------------------------\n\n8.  Enforcement Actions and Complaints\n\n     8.1  With respect to Hazardous Materials or Environmental Laws, has your\ncompany ever been subject to any agency enforcement actions, administrative\norders, or consent decrees or has your company received requests for\ninformation, notice or demand letters, or any other inquiries regarding its\noperations? Existing Tenants should indicate whether or not any such actions,\norders or decrees have been, or are in the process of being, undertaken or if\nany such requests have been received.\n\n          Yes [  ]  No [  ]\n\n          If yes, describe the actions, orders or decrees and any continuing\ncompliance obligations imposed as a result of these actions, orders or decrees\nand also describe any requests, notices or demands, and attach a copy of all\nsuch documents. Existing Tenants should describe and attach a copy of any new\nactions, orders, decrees, requests, notices or demands not already delivered to\nLandlord pursuant to the provisions of Section 29 of the signed Lease Agreement.\n\n \n          ------------------------------------------------------------------\n\n          ------------------------------------------------------------------ \n\n     8.2  Have there ever been, or are there now pending, any lawsuits against\nyour company regarding any environmental or health and safety concerns?\n\n          Yes [  ]  No [  ]\n\n                                       3\n\n \n          If yes, describe any such lawsuits and attach copies of the\ncomplaint(s), cross-complaint(s), pleadings and all other documents related\nthereto as requested by Landlord. Existing Tenants should describe and attach a\ncopy of any new complaint(s), cross-complaint(s), pleadings and other related\ndocuments not already delivered to Landlord pursuant to the provisions of\nSection 29 of the signed Lease Agreement.\n \n          ------------------------------------------------------------------\n\n          ------------------------------------------------------------------ \n\n     8.3  Have there been any problems or complaints from adjacent Tenants,\nowners or other neighbors at your company's current facility with regard to\nenvironmental or health and safety concerns? Existing Tenants should indicate\nwhether or not there have been any such problems or complaints from adjacent\nTenants, owners or other neighbors at, about or near the Premises.\n\n          Yes [  ]  No [  ]\n\n          If yes, please describe. Existing Tenants should describe any such\nproblems or complaints not already disclosed to Landlord under the provisions of\nthe signed Lease Agreement.\n\n          ------------------------------------------------------------------\n\n          ------------------------------------------------------------------ \n\n9.  Permits and Licenses\n\n     9.1  Attach copies of all Hazardous Materials permits and licenses\nincluding a Transporter Permit number issued to your company with respect to its\nproposed operations in, on or about the Premises, including, without limitation,\nany wastewater discharge permits, air emissions permits, and use permits or\napprovals. Existing Tenants should attach copies of any new permits and licenses\nas well as any renewals of permits or licenses previously issued.\n\nThe undersigned hereby acknowledges and agrees that (A) this Hazardous Materials\nDisclosure Certificate is being delivered in connection with, and as required\nby, Landlord in connection with the evaluation and finalization of a Lease\nAgreement and will be attached thereto as an exhibit; (B) that this Hazardous\nMaterials Disclosure Certificate is being delivered in accordance with, and as\nrequired by, the provisions of Section 29 of the Lease Agreement; and (C) that\nTenant shall have and retain full and complete responsibility and liability with\nrespect to any of the Hazardous Materials disclosed in the HazMat Certificate\nnotwithstanding Landlord's\/Tenant's receipt and\/or approval of such certificate.\nTenant further agrees that none of the following described acts or events shall\nbe construed or otherwise interpreted as either (a) excusing, diminishing or\notherwise limiting Tenant from the requirement to fully and faithfully perform\nits obligations under the Lease with respect to Hazardous Materials, including,\nwithout limitation, Tenant's indemnification of the Indemnitees and compliance\nwith all Environmental Laws, or (b) imposing upon Landlord, directly or\nindirectly, any duty or liability with respect to any such Hazardous Materials,\nincluding, without limitation, any duty on Landlord to investigate or otherwise\nverify the accuracy of the representations and statements made therein or to\nensure that Tenant is in compliance with all Environmental Laws; (i) the\ndelivery of such certificate to Landlord and\/or Landlord's acceptance of such\ncertificate, (ii) Landlord's review and approval of such certificate, (iii)\nLandlord's failure to obtain such certificate from Tenant at any time, or (iv)\nLandlord's actual or constructive knowledge of the types and quantities of\nHazardous Materials being used, stored, generated, disposed of or transported on\nor about the Premises by Tenant or Tenant's Representatives. Notwithstanding the\nforegoing or anything to the contrary contained herein, the undersigned\nacknowledges and agrees that Landlord and its partners, lenders and\nrepresentatives may, and will, rely upon the statements, representations,\nwarranties, and certifications made herein and the truthfulness thereof in\nentering into the Lease Agreement and the continuance thereof throughout the\nterm, and any renewals thereof, of the Lease Agreement.\n\nI (print name)         , acting with full authority to bind the (proposed)\nTenant and on behalf of the (proposed) Tenant, certify, represent and warrant\nthat the information contained in this certificate is true and correct.\n\n(Prospective) Tenant:\n\nBy:\n       ----------------------------------------\nTitle:\n       -------------------------------------\nDate:\n       --------------------------------------\n\n                                       4\n\n \n                                   EXHIBIT F\n                       FIRST AMENDMENT TO LEASE AGREEMENT\n                          CHANGE OF COMMENCEMENT DATE\n                                        \nThis First Amendment to Lease Agreement (the \"Amendment\") is made and entered\ninto to be effective as of __________,  by  and between _______________________\n(\"Landlord\"), and ____________________________ (\"Tenant\"), with reference to the\nfollowing facts:\n\n                                    RECITALS\n                                        \nA.   Landlord and Tenant have entered into that certain Lease Agreement dated\n_____________ (the \"Lease\"), for the leasing of certain premises containing\napproximately _________________ rentable square feet of space located at\n_________, California (the \"Premises\") as such Premises are more fully described\nin the Lease.\n\nB.  Landlord and Tenant wish to amend the Commencement Date of the Lease.\n\nNOW, THEREFORE, in consideration of the foregoing and for other good and\nvaluable consideration, the receipt and adequacy of which are hereby\nacknowledged, Landlord and Tenant hereby agree as follows:\n\n     1.   Recitals: Landlord and Tenant agree that the above recitals are true\n          --------                                                            \n          and correct.\n\n     2.   The Commencement Date of the Lease shall be ______________.\n\n     3.   The last day of the Term of the Lease (the \"Expiration Date\") shall be\n          _______________.\n\n     4.   The dates on which the Base Rent will be adjusted are:\n<table>\n<s>                                              <c> \n          for the period ________ to __________  the monthly Base Rent shall be $ ______________;\n          for the period ________ to __________  the monthly Base Rent shall be $ ______________; and\n          for the period ________ to __________  the monthly Base Rent shall be $ ______________.\n<\/c><\/s><\/table>\n\n     5.  Effect of Amendment: Except as modified herein, the terms and\n         -------------------                                          \nconditions of the Lease shall remain unmodified and continue in full force and\neffect. In the event of any conflict between the terms and conditions of the\nLease and this Amendment, the terms and conditions of this Amendment shall\nprevail.\n\n     6.  Definitions: Unless otherwise defined in this Amendment, all terms not\n         -----------                                                           \ndefined in this. Amendment shall have the meaning set forth in the Lease.\n\n     7.  Authority: Subject to the provisions of the Lease, this Amendment shall\n         ---------                                                              \nbe binding upon and inure to the benefit of the parties hereto, their respective\nheirs, legal representatives, successors and assigns. Each party hereto and the\npersons signing below warrant that the person signing below on such party's\nbehalf is authorized to do so and to bind such party to the terms of this\nAmendment.\n\n     8.  The terms and provisions of the Lease are hereby incorporated in this\nAmendment.\n\nIN WITNESS WHEREOF, the parties have executed this Amendment as of the date and\nyear first above written.\n\n[PROPERTY MANAGER: Please provide Tenant information and Word Processing will\ncomplete the signature block]\n\n \n                                   EXHIBIT G\n          TENANT's INITIAL HAZARDOUS MATERIALS DISCLOSURE CERTIFICATE\n                                        \nYour cooperation in this matter is appreciated. Initially, the information\nprovided by you in this Hazardous Materials Disclosure Certificate is necessary\nfor the Landlord (identified below) to evaluate and finalize a lease agreement\nwith you as Tenant. After a lease agreement is signed by you and the Landlord\n(the \"Lease Agreement\"), on an annual basis in accordance with the provisions of\nSection 29 of the signed Lease Agreement, you are to provide an update to the\ninformation initially provided by you in this certificate. The information\ncontained in the initial Hazardous Materials Disclosure Certificate and each\nannual certificate provided by you thereafter will be maintained in\nconfidentiality by Landlord subject to release and disclosure as required by (i)\nany lenders and owners and their respective environmental consultants, (ii) any\nprospective purchaser(s) of all or any portion of the property on which the\nPremises are located, (iii) Landlord to defend itself or its lenders, partners\nor representatives against any claim or demand, and (iv) any laws, rules,\nregulations, orders, decrees, or ordinances, including, without limitation,\ncourt orders or subpoenas. Any and all capitalized terms used herein, which are\nnot otherwise defined herein, shall have the same meaning ascribed to such term\nin the signed Lease Agreement. Any questions regarding this certificate should\nbe directed to, and when completed, the certificate should be delivered to:\n\nLandlord:\n          ------------------------------------------------------------------\n\n          ------------------------------------------------------------------\n          c\/o Legacy Partners Commercial, Inc.\n          101 Lincoln Centre Drive, Fourth Floor\n          Foster City, California 94404\n          Attn:\n               -------------------------------------------------------------\n          Phone: (650) 571-2200\n\nName of (Prospective) Tenant:\n                             -----------------------------------------------\nMailing Address:\n                ------------------------------------------------------------\n\n----------------------------------------------------------------------------\n\nContact Person, Title and Telephone Number(s):\n                                              ------------------------------\nContact Person for Hazardous Waste Materials Management and Manifests and\nTelephone Number(s):\n \n----------------------------------------------------------------------------\n\n----------------------------------------------------------------------------\n\nAddress of (Prospective) Premises:\n                                  ------------------------------------------\nLength of (Prospective) Initial Term:\n                                     ---------------------------------------\n\n----------------------------------------------------------------------------\n\n1.  General Information:\n\n     Describe the initial proposed operations to take place in, on, or about the\nPremises, including, without limitation, principal products processed,\nmanufactured or assembled services and activities to be provided or otherwise\nconducted. Existing Tenants should describe any proposed changes to on-going\noperations.\n \n----------------------------------------------------------------------------\n \n----------------------------------------------------------------------------\n\n2.  Use, Storage and Disposal of Hazardous Materials\n\n     2.1 Will any Hazardous Materials bc used, generated, stored or disposed of\nin, on or about the Premises? Existing Tenants should describe any Hazardous\nMaterials which continue to be used, generated, stored or disposed of in, on or\nabout the Premises.\n \n           Wastes                 Yes [  ]   No [  ]\n           Chemical Products      Yes [  ]   No [  ]\n           Other                  Yes [  ]   No [  ]\n\n     If Yes is marked, please explain:\n                                      --------------------------------------\n\n     -----------------------------------------------------------------------\n \n     -----------------------------------------------------------------------\n\n                                      1 \n\n \n     2.2  If Yes is marked in Section 2.1. attach a list of any Hazardous\nMaterials to be used, generated, stored or disposed of in, on or about the\nPremises, including the applicable hazard class and an estimate of the\nquantities of such Hazardous Materials at any given time; estimated annual\nthroughput; the proposed location(s) and method of storage (excluding nominal\namounts of ordinary household cleaners and janitorial supplies which are not\nregulated by any Environmental Laws); and the proposed location(s) and method of\ndisposal for each Hazardous Material, including, the estimated frequency, and\nthe proposed contractors or subcontractors. Existing Tenants should attach a\nlist setting forth the information requested above and such list should include\nactual data from on-going operations and the identification of any variations in\nsuch information from the prior year's certificate.\n\n3.  Storage Tanks and Sumps\n\n     3.1  Is any above or below ground storage of gasoline, diesel, petroleum,\nor other Hazardous Materials in tanks or sumps proposed in, on or about the\nPremises? Existing Tenants should describe any such actual or proposed\nactivities.\n\n           Yes [  ]  No [  ]\n\n          If yes, please explain:\n                                 ------------------------------------------- \n\n          ------------------------------------------------------------------\n\n          ------------------------------------------------------------------ \n\n4.  Waste Management\n\n     4.1  Has your company been issued an EPA Hazardous Waste Generator I.D.\nNumber? Existing Tenants should describe any additional identification numbers\nissued since the previous certificate.\n\n           Yes [  ]  No [  ]\n \n     4.2  Has your company filed a biennial or quarterly reports as a\nhazardous waste generator? Existing Tenants should describe any new reports\nfiled.\n\n           Yes [  ]  No [  ]\n\n           If yes, attach a copy of the most recent report filed.\n\n5.  Wastewater Treatment and Discharge\n\n     5.1  Will your company discharge wastewater or other wastes to:\n<table> \n<s>                               <c> \n                  storm drain?         sewer?\n             ----                 ----\n                  surface water?        no wastewater or other wastes discharged.\n             ----                 ----\n<\/c><\/s><\/table> \n\n          Existing Tenants should indicate any actual discharges. If so,\ndescribe the nature of any proposed or actual discharge(s).\n \n          ------------------------------------------------------------------\n\n          ------------------------------------------------------------------ \n\n     5.2  Will any such wastewater or waste be treated before discharge?\n\n           Yes [  ]   No [  ]\n\n          If yes, describe the type of treatment proposed to be conducted.\nExisting Tenants should describe the actual treatment conducted.\n \n          ------------------------------------------------------------------\n\n          ------------------------------------------------------------------ \n\n6.  Air Discharges\n\n     6.1  Do you plan for any air filtration systems or stacks to be used in\nyour company's operations in, on or about the Premises that will discharge into\nthe air; and will such air emissions be monitored? Existing Tenants should\nindicate whether or not there are any such air filtration systems or stacks in\nuse in, on or about the Premises which discharge into the air and whether such\nair emissions are being monitored.\n\n                                       2\n\n \n          Yes[  ]   No[  ]\n\n          If yes, please describe:\n                                  ------------------------------------------\n\n          ------------------------------------------------------------------\n\n          ------------------------------------------------------------------ \n \n     6.2  Do you propose to operate any of the following types of equipment, or\nany other equipment requiring an air emissions permit? Existing Tenants should\nspecify any such equipment being operated in, on or about the Premises.\n\n               Spray booth(s)          Incinerator(s)\n          ----                    ----\n               Dip tank(s)             Other (Please describe)\n          ----                    ----\n               Drying oven(s)          No Equipment Requiring Air Permits\n          ----                    ----\n\n          If yes, please describe:\n                                  ------------------------------------------ \n \n          ------------------------------------------------------------------\n\n          ------------------------------------------------------------------ \n\n7.   Hazardous Materials Disclosures\n\n     7.1  Has your company prepared or will it be required to prepare a\nHazardous Materials management plan (\"Management Plan\") pursuant to Fire\nDepartment or other governmental or regulatory agencies' requirements? Existing\nTenants should indicate whether or not a Management Plan is required and has\nbeen prepared.\n\n          Yes [  ]  No [  ]\n\n          If yes, attach a copy of the Management Plan. Existing Tenants should\nattach a copy of any required updates to the Management Plan.\n\n     7.2  Are any of the Hazardous Materials, and in particular chemicals,\nproposed to be used in your operations in, on or about the Premises regulated\nunder Proposition 65? Existing Tenants should indicate whether or not there are\nany new Hazardous Materials being so used which are regulated under Proposition\n65.\n\n          Yes [  ]  No [  ]\n\n          If yes, please explain:\n                                 ------------------------------------------- \n\n          ------------------------------------------------------------------\n\n          ------------------------------------------------------------------ \n\n8.   Enforcement Actions and Complaints\n\n     8.1  With respect to Hazardous Materials or Environmental Laws, has your\ncompany ever been subject to any agency enforcement actions, administrative\norders, or consent decrees or has your company received requests for\ninformation, notice or demand letters, or any other inquiries regarding its\noperations? Existing Tenants should indicate whether or not any such actions,\norders or decrees have been, or are in the process of being, undertaken or if\nany such requests have been received.\n\n          Yes [  ]  No [  ]\n\n          If yes, describe the actions, orders or decrees and any continuing\ncompliance obligations imposed as a result of these actions, orders or decrees\nand also describe any requests, notices or demands, and attach a copy of all\nsuch documents. Existing Tenants should describe and attach a copy of any new\nactions, orders, decrees, requests, notices or demands not already delivered to\nLandlord pursuant to the provisions of Section 29 of the signed Lease Agreement.\n\n          ------------------------------------------------------------------\n\n          ------------------------------------------------------------------ \n\n     8.2  Have there ever been, or are there now pending, any lawsuits against\nyour company regarding any environmental or health and safety concerns?\n\n          Yes [  ]  No [  ]\n\n                                       3\n\n \n          If yes, describe any such lawsuits and attach copies of the\ncomplaint(s), cross-complaint(s), pleadings and all other documents related\nthereto as requested by Landlord. Existing Tenants should describe and attach a\ncopy of any new complaint(s), cross-complaint(s), pleadings and other related\ndocuments not already delivered to Landlord pursuant to the provisions of\nSection 29 of the signed Lease Agreement.\n \n          ------------------------------------------------------------------\n\n          ------------------------------------------------------------------\n\n     8.3  Have there been any problems or complaints from adjacent Tenants,\nowners or other neighbors at your company's current facility with regard to\nenvironmental or health and safety concerns? Existing Tenants should indicate\nwhether or not there have been any such problems or complaints from adjacent\nTenants, owners or other neighbors at, about or near the Premises.\n\n          Yes [  ]  No [  ]\n\n          If yes, please describe. Existing Tenants should describe any such\nproblems or complaints not already disclosed to Landlord under the provisions of\nthe signed Lease Agreement.\n\n          ------------------------------------------------------------------\n\n          ------------------------------------------------------------------ \n \n9.  Permits and Licenses\n\n     9.1  Attach copies of all Hazardous Materials permits and licenses\nincluding a Transporter Permit number issued to your company with respect to its\nproposed operations in, on or about the Premises, including, without limitation,\nany wastewater discharge permits, air emissions permits, and use permits or\napprovals. Existing Tenants should attach copies of any new permits and licenses\nas well as any renewals of permits or licenses previously issued.\n\nThe undersigned hereby acknowledges and agrees that (A) this Hazardous Materials\nDisclosure Certificate is being delivered in connection with, and as required\nby, Landlord in connection with the evaluation and finalization of a Lease\nAgreement and will be attached thereto as an exhibit; (B) that this Hazardous\nMaterials Disclosure Certificate is being delivered in accordance with, and as\nrequired by, the provisions of Section 29 of the Lease Agreement; and (C) that\nTenant shall have and retain full and complete responsibility and liability with\nrespect to any of the Hazardous Materials disclosed in the HazMat Certificate\nnotwithstanding Landlord's\/Tenant's receipt and\/or approval of such certificate.\nTenant further agrees that none of the following described acts or events shall\nbe construed or otherwise interpreted as either (a) excusing, diminishing or\notherwise limiting Tenant from the requirement to fully and faithfully perform\nits obligations under the Lease with respect to Hazardous Materials, including,\nwithout limitation, Tenant's indemnification of the Indemnitees and compliance\nwith all Environmental Laws, or (b) imposing upon Landlord, directly or\nindirectly, any duty or liability with respect to any such Hazardous Materials,\nincluding, without limitation, any duty on Landlord to investigate or otherwise\nverify the accuracy of the representations and statements made therein or to\nensure that Tenant is in compliance with all Environmental Laws; (i) the\ndelivery of such certificate to Landlord and\/or Landlord's acceptance of such\ncertificate, (ii) Landlord's review and approval of such certificate, (iii)\nLandlord's failure to obtain such certificate from Tenant at any time, or (iv)\nLandlord's actual or constructive knowledge of the types and quantities of\nHazardous Materials being used, stored, generated, disposed of or transported on\nor about the Premises by Tenant or Tenant's Representatives. Notwithstanding the\nforegoing or anything to the contrary contained herein, the undersigned\nacknowledges and agrees that Landlord and its partners, lenders and\nrepresentatives may, and will, rely upon the statements, representations,\nwarranties, and certifications made herein and the truthfulness thereof in\nentering into the Lease Agreement and the continuance thereof throughout the\nterm, and any renewals thereof, of the Lease Agreement.\n\nI (print name)_________, acting with full authority to bind the (proposed)\nTenant and on behalf of the (proposed) Tenant, certify, represent and warrant\nthat the information contained in this certificate is true and correct.\n\n(Prospective) Tenant:\n                      \nBy:\n   ----------------------------------------------\nTitle:\n      -------------------------------------------\nDate:\n     --------------------------------------------\n\n                                       4\n\n \n                                   EXHIBIT I\n                                        \n                         SUBORDINATION, NON-DISTURBANCE\n                            AND ATTORNMENT AGREEMENT\n                            ------------------------\n                                        \n          This Subordination, Non-Disturbance and Attornment Agreement (this\n\"Agreement\") is as of the ___ day of ______, 19___, between Credit Suisse First\nBoston Mortgage Capital LLC (\"Lender\") and _______(\"Tenant\").\n\n                                    RECITALS\n                                    --------\n                                        \n          A.  Tenant is the tenant under a certain lease (the \"Lease\"), dated as\nof _______________________________, 19__, with__________________________________\n(\"Landlord\"), of premises described in the Lease (the \"Premises\") as more\nparticularly described in Exhibit A hereto.\n                          ---------        \n\n          B.  This Agreement is being entered into in connection with a certain\nloan (the \"Loan\") which Lender has made to Landlord, and secured in part by a\nDeed of Trust, assignment of leases and rents and security agreement on the\nPremises (the \"Deed of Trust \") dated as of ___________________________________\n_________________________________,199__  and an assignment of leases and\nrents dated as of___________________________________________________,199__ \n(the \"Assignment\"; the Deed of Trust, the Assignment and the other documents\nexecuted and delivered in connection with the Loan are hereinafter collectively\nreferred to as the \"Loan Documents\").\n\n                                   AGREEMENT\n                                   ---------\n                                        \n          For mutual consideration, including The mutual covenants and\nagreements set forth below, the receipt and sufficiency of which are hereby\nacknowledged, the parties hereto agree as follows:\n\n          1.  Tenant agrees that the Lease and all terms and conditions\ncontained therein and all rights, options, liens and charges created thereby is\nand shall be subject and subordinate in all respects to the Loan Documents and\nto all present or future advances under the obligations secured thereby and all\nrenewals, amendments, modifications, consolidations, replacements and extensions\nof secured obligations and the Loan Documents, to the full extent of all amounts\nsecured by the Loan Documents from time to time.\n\n          2.  Lender agrees that, if Lender exercises any of its rights under\nthe Loan Documents such that it becomes the owner of the Premises, including but\nnot limited to an entry by Lender pursuant to the Deed of Trust, a foreclosure\nof the Deed of Trust, a power of sale under the Deed of Trust or otherwise: (a)\nthe Lease shall continue in full force and effect as a direct lease between\nLender and Tenant, and subject to all the terms, covenants and conditions of the\nLease, and (b) Lender shall not disturb Tenant's right of quiet possession of\nthe Premises under the terms of the Lease so long as Tenant is not in default\nbeyond any applicable grace period of any term, covenant or condition of the\nLease.\n\n          3.  Tenant agrees that, in the event of a exercise of the power of\nsale or foreclosure of The Deed of Trust by Lender or the acceptance of a deed\nin lieu of foreclosure by Lender or any other succession of Lender to ownership\nof the Premises, Tenant will attorn to and recognize Lender as its landlord\nunder the Lease for the remainder of the term off the Lease (including all\nextension periods which have been or are hereafter exercised) upon the same\nterms and conditions as are set forth in the Lease, and Tenant hereby agrees to\npay and perform all off the obligations of Tenant pursuant to the Lease.\n\n          4.  Tenant agrees that, in the event Lender succeeds to the interest\nof Landlord under the Lease, Lender shall not be:\n\n          (a) liable in any way for any act, omission, neglect or default of any\nprior Landlord (including, without limitation, the then defaulting Landlord), or\n\n          (b) subject to any claim, defense, counterclaim or offsets which\nTenant may have against any prior Landlord (including, without limitation, the\nthen defaulting Landlord), or\n\n          (c) bound by any payment of rent or additional rent which Tenant might\nhave paid for more than one month in advance of the due date under the Lease to\nany prior Landlord (including, without limitation, the then defaulting\nLandlord), or\n\n          (d) bound by any obligation to make any payment to Tenant which was\nrequired to be made prior to the time Lender succeeded to any prior Landlord's\ninterest, or\n\n          (e) accountable for any monies deposited with any prior Landlord\n(including security deposits), except to the extent such monies are actually\nreceived by Lender, or\n\n          (f) bound by any amendment or modification of the Lease made without\nthe written consent of Lender.\n\n                                       1\n\n \n          Nothing contained herein shall prevent Lender from naming Tenant in\nany foreclosure or other action or proceeding initiated in order for Lender to\navail itself of and complete any such foreclosure or other remedy.\n\n          5.  Tenant hereby agrees to give to Lender copies of all notices of\nLandlord default(s) under the Lease in the same manner as, and whenever, Tenant\nshall give any such notice of default to Landlord and no such notice of default\nshall be deemed given to Landlord unless and until a copy of such notice shall\nhave been so delivered to Lender. Lender shall have the right but no obligation\nto remedy any landlord default under the Lease, or to cause any default of\nLandlord under the Lease to be remedied, and for such purpose Tenant hereby\ngrants Lender, in addition the period given to Landlord for remedying defaults,\nan additional 30 days to remedy, or cause to be remedied, any such default.\nTenant shall accept performance by Lender of any term, covenant, condition or\nagreement to be performed by Landlord under the Lease with the same force and\neffect as though performed by Landlord. No Landlord default under the Lease\nshall exist or shall be deemed to exist (i) as long as Lender, in good faith,\nshall have commenced to cure such default within the above reference time period\nand shall be prosecuting the same to completion with reasonable diligence,\nsubject to force majeure, or (ii) if possession of the Premises is required in\norder to cure such default, or if such default is not susceptible of being cured\nby Lender, as long as Lender, in good faith, shall have notified Tenant that\nLender intends to institute proceedings under the Loan Documents, and,\nthereafter, as long as such proceedings shall have been instituted and shall be\nprosecuted with reasonable diligence. In the event of the termination of the\nLease by reason of any default thereunder by Landlord, upon Lender's written\nrequest, given within thirty (30) days after any such termination, Tenant,\nwithin fifteen (15) days after receipt of such request, shall execute and\ndeliver to lender or its designee or nominee a new lease of the Premises for the\nremainder of the term of the Lease upon all of the terms, covenants and\nconditions of the Lease. Neither Lender nor its designee or nominee shall become\nliable under the Lease unless and until Lender or its designee or nominee\nbecomes, and then only with respect to periods in which Lender or its designee\nor nominee remains, the owner of the Premises. In no event shall Lender have any\npersonal liability as successor to Landlord and Tenant shall look only to the\nestate and property of Lender in the Premises for the satisfaction of Tenant's\nremedies for the collection of a judgment (or other judicial process) requiring\nthe payment of money in the event of any default by Lender as Landlord under the\nLease, and no other property or assets of Lender shall be subject to law,\nexecution or other enforcement procedure for the satisfaction of Tenant's\nremedies under or with respect to the Lease. Lender shall have the right,\nwithout Tenant's consent, to foreclose the Deed of Trust or to accept a deed in\nlieu of foreclosure of the Deed of Trust or to exercise any other remedies under\nthe Loan Documents.\n\n          6.  Tenant has no knowledge of any prior assignment or pledge of the\nrents accruing under the Lease by Landlord. Tenant hereby acknowledges the\nmaking of the Assignment from Landlord to Lender in connection with the Loan.\nTenant acknowledges that the interest of the Landlord under the Lease is to be\nassigned to Lender solely as security for the purposes specified in said\nassignments, and Lender shall have no duty, liability or obligation whatsoever\nunder the Lease or any extension or renewal thereof, either by virtue of said\nassignments or by any subsequent receipt or collection of rents thereunder,\nunless Lender shall specifically undertake such liability in writing.\n\n          7.  If Tenant is a corporation, each individual executing this\nAgreement on behalf of said corporation represents and warrants that s\/he is\nduly authorized to execute and deliver this Agreement on behalf of said\ncorporation, in accordance with a duly adopted resolution of the Board of\nDirectors of said corporation or in accordance with the by-laws of said\ncorporation, and that this Agreement is binding upon said corporation in\naccordance with its terms. If Landlord is a partnership, each individual\nexecuting this Agreement on behalf of said partnership represents and warrants\nthe s\/he is duly authorized to execute and deliver this Agreement on behalf of\nsaid partnership in accordance with the partnership agreement for said\npartnership.\n\n          8.  Any notice, election, communication, request or other document or\ndemand required or permitted under this Agreement shall be in writing and shall\nbe deemed delivered on the earlier to occur of (a) receipt or (b) the date of\ndelivery, refusal or nondelivery indicated on the return receipt, if deposited\nin a United States Postal Service Depository, postage prepaid, sent certified or\nregistered mail, return receipt requested, or if sent via recognized commercial\ncourier service providing for a receipt, addressed to Tenant or Lender, as the\ncase may be at the following addresses:\n\n     If to Tenant:\n     NetFlix.com\n     -------------------------------------------\n     750 University Ave.\n     -------------------------------------------\n     Los Gatos, CA 95032         Attn: CFO\n     -------------------------------------------\n \n\n     with a copy to:\n \n     -------------------------------------------\n\n     -------------------------------------------\n\n     -------------------------------------------\n \n                                       2\n\n \n          If to Lender:    Credit Suisse First Boston Mortgage Capital LLC\n                           11 Madison Avenue,\n                           New York, New York 10010\n                           Attention:\n                                     ---------------------\n\n          with a copy to:  Cadwalader, Wickersham &amp; Taft\n                           100 Maiden Lane\n                           New York, New York 10038\n                           Attention: William P. McInerney, Esq.\n\n          9.  The term \"Lender\" as used herein includes any successor or assign\nof the named Lender herein, including without limitation, any co-lender at the\ntime of making the Loan, any purchaser at a foreclosure sale and any\ntransferee pursuant to a deed in lieu of foreclosure, and their successors and\nassigns, and the term \"Tenant\" as used herein includes any successor and assign\nof the named Tenant herein.\n\n          10.  If any provision of this Agreement is held to be invalid or\nunenforceable by a court of competent jurisdiction, such provision shall be\ndeemed modified to the extent necessary to be enforceable, or if such\nmodification is not practicable such provision shall be deemed deleted from this\nAgreement, and the other provisions of this Agreement shall remain in full force\nand effect.\n\n          11.  Neither this Agreement nor any of the terms hereof may be\nterminated, amended, supplemented, waived or modified orally, but only by an\ninstrument in writing executed by the party against which enforcement of the\ntermination, amendment, supplement, waiver or modification is sought.\n\n          12.  This Agreement shall be construed in accordance with the laws of\nthe State of _____________.\n  \n          Witness the execution hereof as of the date first above written.\n\n                                    [LENDER]\n\n                                    By:\n                                       -----------------------------------------\n                                      Name:\n                                           -------------------------------------\n                                      Title:\n                                            ------------------------------------\n\n                                    [TENANT]\n\n                                    By:   NetFlix.com\n                                       -----------------------------------------\n                                      Name:   \/s\/ [Illegible]^^\n                                            ------------------------------------\n                                      Title:   CFO\n                                            ------------------------------------\n\n          The undersigned Landlord hereby consents to the foregoing Agreement\nand confirms the facts stated in the foregoing Agreement.\n\n                                    [LANDLORD]\n\n                                    By:\n                                       ----------------------------------------\n                                      Name:\n                                           ------------------------------------\n                                      Title:\n                                            -----------------------------------\n\n                                       3\n\n \n                      Second Amendment to Lease Agreement\n\nThis Second Amendment to Lease Agreement (the \"Amendment\") is made and entered\ninto as of January 4, 2000, by and between LINCOLN-RECP OLD OAKLAND OPCO, LLC,\na Delaware limited liability company (\"Landlord\"), and NETFLIX.COM, a Delaware\ncorporation (\"Tenant\"), with reference to the following facts.\n\n                                    Recitals\n                                        \nA.  Landlord and Tenant have entered into that certain Lease Agreement dated as\nof August 11, 1999 (the \"Lease\"), for the leasing of certain premises consisting\nof approximately 31,830 rentable square feet located at 2219 Old Oakland Road,\nSan Jose, California (the \"Original Premises\") as such Original Premises are\nmore fully described in the Lease.\n\nB.  Landlord and Tenant now wish to amend the Lease to provide for, among other\nthings, the addition of certain contiguous space to the Original Premises, all\nupon and subject to each of the terms, conditions, and provisions set forth\nherein.\n\nNOW, THEREFORE, in consideration of the foregoing and for other good and\nvaluable consideration, the receipt and adequacy of which are hereby\nacknowledged, Landlord and Tenant agree as follows:\n\n     1.   Recitals: Landlord and Tenant agree that the above recitals are true\n          --------\nand correct and are hereby incorporated herein as though set forth in full.\n\n     2.   Premises:\n          --------\n \n          2.1  Commencing on February 1, 2000 (the \"AP Commencement Date\") there\nshall be added to the Original Premises those certain premises consisting of\napproximately 26,020 rentable square feet located at 2217 Old Oakland Road, San\nJose, California (the \"Additional Premises\"), which Additional Premises are\ndepicted on the building plan attached hereto and made a part hereof as Exhibit\nA.\n\n          2.2  For purposes of the Lease, from and after the AP Commencement\nDate, the \"Premises\" as defined in Section 1 of the Lease shall mean and refer\nto the aggregate of the Original Premises and the Additional Premises consisting\nof a combined total of approximately 57,850 rentable square feet located at 2219\nOld Oakland Road. Accordingly, from and after the AP Commencement Date, all\nreferences in this Amendment and in the Lease to the term \"Premises\" shall mean\nand refer to the Original Premises and the Additional Premises. Landlord and\nTenant hereby agree that for purposes of the Lease, from and after the AP\nCommencement Date, the rentable square footage area of the Premises shall be\nconclusively deemed to be 57,850 rentable square feet. In addition to the\nforegoing, it is the parties express intention that the balance of the Term of\nthe Lease for the Original Premises and the Additional Premises be coterminous\nwith the Expiration Date of the Initial Term as specified in the Lease and that\nany option or renewal term described in the Lease shall be applicable to both\nthe Premises and the Additional Premises.\n\n          2.3  Notwithstanding anything to the contrary contained herein or in\nthe Lease, Landlord shall neither be  subject to any liability, nor shall the\nvalidity of the Lease be affected if Landlord is not able to deliver to Tenant\npossession of the Additional Premises by the AP Commencement Date. Provided,\nhowever, Tenant's obligation to pay Rent on the Additional Premises shall\ncommence on the date possession is tendered.\n\n          3.  Base Rent: The Basic Lease Information and Section 3 of the Lease\n              ---------                                                        \nare hereby modified to provide that  during the Term of the Lease the monthly\nBase Rent payable by Tenant to Landlord, in accordance with the provisions of\nSection 3 of the Lease shall be as follows:\n\n<table>\n<caption>\nPeriod                               Original Premises   Additional Premises   Aggregate Amount of\n                                     Monthly Base Rent    Monthly Base Rent     Monthly Base Rent\n--------------------------------------------------------------------------------------------------\n<s>                                  <c>                 <c>                   <c>\n02\/01\/00 - 12\/06\/00                         $36,605.00            $29,923.00            $66,528.00\n--------------------------------------------------------------------------------------------------\n12\/07\/00 - 12\/06\/01                         $38,196.00            $31,224.00            $69,420.00\n--------------------------------------------------------------------------------------------------\n12\/07\/01 - 12\/06\/02                         $39,788.00            $32,525.00            $72,313.00\n--------------------------------------------------------------------------------------------------\n12\/07\/02 - 12\/06\/03                         $41,379.00            $33,826.00            $75,205.00\n--------------------------------------------------------------------------------------------------\n12\/07\/03 - 12\/06\/04                         $42,971.00            $35,127.00            $78,098.00\n--------------------------------------------------------------------------------------------------\n<\/c><\/c><\/c><\/s><\/caption><\/table>\n\n     4.  Condition of the Additional Premises: Subject to the provisions of\n         ------------------------------------\nSection 2 above, on the AP Commencement Date Landlord shall deliver to Tenant\npossession of the Additional Premises in its then existing condition and state\nof repair, \"AS IS\", without any obligation of Landlord to remodel, improve or\nalter the Additional Premises, to perform any other construction or work of\nimprovement upon the Additional Premises, or to provide Tenant with any\nconstruction or refurbishing allowance. Tenant acknowledges that no\nrepresentations or warranties of any kind, express or implied, respecting the\ncondition of the Additional Premises, Building, or Park or have been made by\nLandlord or any agent of Landlord to Tenant, except as expressly set forth\nherein. Tenant further acknowledges that neither Landlord nor any of Landlord's\nagents, representatives or employees have made any representations as to the\nsuitability or fitness of the Additional Premises for the conduct of Tenant's\nbusiness, including without limitation, any storage incidental thereto, or for\nany other purpose. Any exception to the foregoing provisions must be made by\nexpress written agreement signed by both parties.\n\n     5.  Security Deposit: Tenant's existing Security Deposit of Two Hundred\n         ----------------\nNineteen Thousand Six Hundred Thirty and 00\/100 Dollars ($219,630.00) shall be\nreduced to Zero Dollars ($0.00) and such Security Deposit amount shall be\nreturned to Tenant upon Landlord's receipt of the Letter of Credit (which must\nbe in form and content acceptable to Landlord as set froth in Section 14)\npursuant to Section 14 of this Amendment. In addition, the final two (2)\nsentences of Section 4 of the Lease are hereby deleted and of no further force\nor effect.\n\n     6. Tenant's Share of Operating Expenses: As of the AP Commencement Date,\n        ------------------------------------\nthe Lease shall be modified to provide that Tenant's Share of Operating Expenses\n(as defined in the Basic Lease Information and Section 6\n\n                                       1\n\n \nof the Lease) shall be increased to 100% of the Building, 41% of the Park.\n\n     7.  Tenant's Share of Tax Expenses: As of the AP Commencement Date, the\n         ------------------------------                                    \nLease shall be modified to provide that Tenant's Share of Tax Expenses (as\ndefined in the Basic Lease Information and Section 6.2 of the Lease) shall be\nincreased to 41%.\n\n     8.  Tenant's Share of Utility Expenses: As of the AP Commencement Date, the\n         ----------------------------------                                     \nLease shall be modified to provide that Tenant's Share of Utility Expenses (as\ndefined in the Basic Lease Information and Section 7 of the Lease) shall be\nincreased to 100% of the Building, 41% of the Park.\n\n     9.  Tenant's Share of Common Area Utility Costs: As of the AP Commencement\n         -------------------------------------------                           \nDate, the Lease shall be modified to provide that Tenant's Share of common Area\nUtility Costs (as defined in the Basic Lease Information and Section 7 of the\nLease) shall be increased to 100% of the Building, 41% of the Park.\n\n     10.  Unreserved Parking Spaces: As of the AP Commencement Date, the Lease\n          -------------------------                                           \nshall be modified to provide that  Tenant's Unreserved Parking Spaces (as\ndefined in the Basic Lease Information) shall be increased to two hundred\nthirty-three (233).\n\n     11.  Insurance: Tenant shall deliver to Landlord, upon execution of this\n          ---------                                                          \nAmendment, a certificate of insurance evidencing that the Additional Premises\nare included within and covered by Tenant's insurance policies required to be\ncarried by Tenant pursuant to the Lease.\n\n     12.  Brokers: Tenant warrants that it has had no dealings with any real\n          -------                                                           \nestate broker or agent in connection with the negotiation of this Amendment\nother than Cornish &amp; Carey. If Tenant has dealt with any other person, real\nestate broker or agent with respect to this Amendment other than Cornish &amp; Carey, Tenant shall be solely responsible for the payment of any fee due to said\nperson or firm, and Tenant shall indemnify, defend and hold Landlord free and\nharmless against any claims, judgments, damages, costs, expenses, and\nliabilities with respect thereto, including attorneys' fees and costs.\n\n     13.  Park and Building: The Park, as defined in the Basic Lease\n          -----------------                                         \nInformation, shall herein be modified to reflect the current aggregate building\narea of 140,254 rentable square feet, and the Building, as defined in the Basic\nLease information shall herein be modified to 57,850 rentable square feet.\n\n     14.  Collateral for Performance of Lease Obligations: Simultaneously with\n          -----------------------------------------------                     \nTenant's execution and delivery of this Amendment to Landlord and as a condition\nprecedent to the effectiveness of this Amendment, Tenant shall deliver to\nLandlord, as collateral for the full and faithful performance by Tenant of all\nof its obligations under this Lease and for all losses and damages Landlord may\nsuffer as a result of any default by Tenant under this Lease, an irrevocable and\nunconditional negotiable letter of credit, in the form and containing the terms\nrequired herein, payable in the City of Foster City, California running in favor\nof Landlord issued by a solvent bank under the supervision of the Superintendent\nof Banks of the State of California, or a National Banking Association, in the\namount of Four Hundred Two Thousand and 00\/100 Dollars ($402,000.00) (the\n\"Letter of Credit\"). The Letter of Credit shall be (a) at sight and irrevocable,\n(b) maintained in effect, whether through replacement, renewal or extension, for\nthe entire Lease Term (the \"Letter of Credit Expiration Date\") and Tenant shall\ndeliver a new Letter of Credit or certificate of renewal or extension to\nLandlord at least thirty (30) days prior to the expiration of the Letter of\nCredit, without any action whatsoever on the part of Landlord, (c) subject to\nthe Uniform Customs and Practices for Documentary Credits (1993-Rev)\nInternational Chamber of Commerce Publication #500, (d) acceptable to Landlord\nin its sole discretion, and (e) fully assignable by Landlord by amendment\nthereto in accordance with customary letter of credit practice and permit\npartial draws. In addition to the foregoing, the form and terms of the Letter of\nCredit (and the bank issuing the same) shall be acceptable to Landlord, in\nLandlord's sole discretion, and shall provide, among other things, in effect\nthat: (1) Landlord, or its then managing agent, shall have the right to draw\ndown an amount up to the face amount of the Letter of Credit upon the\npresentation to the issuing bank of Landlord's (or Landlord's then managing\nagent's) statement that such (A) amount is due to Landlord under the terms and\nconditions of this Lease, it being understood that if Landlord or its managing\nagent be a corporation, partnership or other entity, then such statement shall\nbe signed by an officer (if a corporation), a general partner (if a\npartnership), or any authorized party (if another entity), and (B) an event of\ndefault has occurred under this Lease and all applicable notice and cure periods\nhave elapsed; (2) the Letter of Credit will be honored by the issuing bank\nwithout inquiry as to the accuracy thereof and regardless of whether the Tenant\ndisputes the content of such statement; and (3) in the event of a transfer of\nLandlord's interest in the Building, Landlord shall transfer the Letter of\nCredit, in whole or in part (or cause a substitute letter of credit to be\ndelivered, as applicable), to the transferee and thereupon the Landlord shall,\nwithout any further agreement between the parties, be released by Tenant from\nall liability therefor, and it is agreed that the provisions hereof shall apply\nto every transfer or assignment of the whole or any portion of said Letter of\nCredit to a new Landlord. If, as a result of any such application of all or any\npart of the Letter of Credit, the amount of the Letter of Credit shall be less\nthan Four Hundred Two Thousand and 00\/100 Dollars ($402,000.00), Tenant shall\nwithin five (5) days thereafter provide Landlord with additional letter(s) of\ncredit in an amount equal to the deficiency (or a replacement letter of credit\nin the total amount of Four Hundred Two Thousand and 00\/100 Dollars\n($402,000.00) and each such additional (or replacement) letter of credit shall\ncomply with all of the provisions of this Section 14, and if Tenant fails to do\nso, the same shall constitute an incurable default by Tenant. Tenant further\ncovenants and warrants that it will neither assign nor encumber the Letter of\nCredit or any part thereof and that neither Landlord nor its successors or\nassigns will be bound by any such assignment, encumbrance, attempted assignment\nor attempted encumbrance. Without limiting the generality of the foregoing, if\nthe Letter of Credit expires earlier than the Letter of Credit Expiration Date,\nLandlord will accept a renewal thereof or substitute letter of credit (such\nrenewal or substitute letter of credit to be in effect not later than thirty\n(30) days prior to the expiration thereof), which shall be irrevocable and\nautomatically renewable as above provided through the Letter of Credit\nExpiration Date upon the same terms as the expiring letter of credit or such\nother terms as may be acceptable to Landlord in its reasonable discretion.\nHowever, if the Letter of Credit is not timely renewed or a substitute letter of\ncredit is not timely received, or if Tenant fails to maintain the Letter of\nCredit in the amount and terms set forth in this Section 14, Landlord shall have\nthe right to present such Letter of Credit to the bank in accordance with the\nterms of this Section 14, and the entire sum evidenced thereby shall be paid to\nand held by Landlord as collateral for performance of all of Tenant's\nobligations under this Lease and for all losses and damages Landlord may suffer\nas a result of any default by Tenant under this Lease. If there shall occur a\ndefault under this Lease as set forth in Section 20 of this Lease, Landlord may,\nbut without obligation to do so, draw upon the Letter of Credit, in part or in\nwhole, to cure any default of Tenant and\/or to compensate Landlord for any and\nall damages of any kind or nature sustained or which may be sustained by\nLandlord resulting from Tenant's default. Tenant agrees not to interfere in any\nway with payment to Landlord of the proceeds of the Letter of Credit, either\nprior to or following a \"draw\" by Landlord of any portion of the Letter of\nCredit, regardless of whether any dispute exists between Tenant and Landlord as\nto Landlord's right to draw from the Letter of Credit. No condition or term of\nthis Lease shall be\n\n                                       2\n\n \ndeemed to render the Letter of Credit conditional to justify the issuer of the\nLetter of Credit in failing to honor a drawing upon such Letter of Credit in a\ntimely manner. Landlord and Tenant acknowledge and agree that in no event or\ncircumstance shall the Letter of Credit or any renewal thereof or substitute\ntherefor be (i) deemed to be or treated as a \"security deposit\" within the\nmeaning of California Civil Code Section 1950.7 (as supplemented, amended,\nreplaced and substituted from time to time), (ii) subject to the terms of such\nSection 1950.7 (as supplemented, amended, replaced and substituted from time to\ntime), or (iii) intended to serve as a \"security deposit\" within the meaning of\nsuch Section 1950.7 (as supplemented, amended, replaced and substituted from\ntime to time). The parties hereto (x) recite that the Letter of Credit is not\nintended to serve as a security deposit and such Section 1950.7 (as\nsupplemented, amended, replaced and substituted from time to time) and any and\nall other laws, rules and regulations applicable to security deposits in the\ncommercial context (\"Security Deposit Laws\") shall have no applicability or\nrelevancy to the Letter of Credit and (y) waive any and all rights, duties and\nobligations either party may now or, in the future, will have relating to or\narising from the Security Deposit Laws.\n\nNotwithstanding the foregoing, on the third anniversary of the Commencement Date\nof the Lease, or following Tenant's public offering of its stock and subsequent\nachievement of a net worth of at least Forty Million Dollars ($40,000,000.00)\nand such net worth is then sustained for three consecutive financial quarters\nand substantiated by financial reports provided by Tenant to Landlord, which\never event occurs sooner, and, so long as Tenant has not been in material\ndefault of the Lease beyond any applicable cure period, then Tenant shall have\nthe right to provide a cash Security Deposit to Landlord in the amount of\nSeventy Eight Thousand Seven Hundred Thirty-Three and 00\/100 Dollars\n($78,733.00) (the \"New Deposit\"). In the event that Tenant has met the financial\nand other requirements set forth above and Tenant is no longer required to\nmaintain the Letter of Credit, so long as Tenant delivers the New Deposit to\nLandlord, as set forth herein, Landlord and Tenant shall execute an Amendment to\nthe Lease signifying such removal of the Letter of Credit requirement and Tenant\nshall deposit the New Deposit with Landlord and Landlord shall return the Letter\nof Credit to Tenant. Thereafter, for the purposes of this Lease, the New Deposit\nshall be (i) deemed to be the \"Security Deposit\" under the terms of the Lease\nand (ii) subject to all of the provisions of the Lease relating to the \"Security\nDeposit\".\n\n     15.  Tenant's Early Termination Option: The parties hereby acknowledge and\n          ---------------------------------                                    \nagree that effective as of the  date of this Amendment the Termination Option\npursuant to Section 41 of the Lease shall be deleted in its entirety and shall\nbe of no further force and effect and Tenant shall have no further right to\nterminate the Lease.\n\n     16.  Effect of Amendment: Except as modified herein, the terms and\n          -------------------                                          \nconditions of the Lease shall remain  unmodified and continue in full force and\neffect. In the event of any conflict between the terms and conditions of the\nLease and this Amendment, the terms and conditions of this Amendment shall\nprevail.\n\n     17.  Definitions: Unless otherwise defined in this Amendment, all terms not\n          -----------                                                           \ndefined in this Amendment shall  have the meanings assigned to such terms in the\nLease.\n\n     18.  Authority: Subject to the assignment and subletting provisions of the\n          ---------                                                            \nLease, this Amendment shall be binding upon and inure to the benefit of the\nparties hereto, their respective heirs, legal representatives, successors and\nassigns. Each party hereto and the persons signing below warrant that the person\nsigning below on such party's behalf is authorized to do so and to bind such\nparty to the terms of this Amendment.\n\n     19.  Incorporation: The terms and provisions of the Lease are hereby\n          -------------                                                  \nincorporated in this Amendment.\n\nIN WITNESS WHEREOF, the parties have executed this Amendment as of the date and\nyear first above written.\n\nTenant:\n\nNETFLIX.COM,\na Delaware corporation\n\nBy:  \/s\/ \n     -----------------------------\n\nIts:  CFO\n      ---\n\nDate:  1\/5\/00\n       ------\n\nBy:  \/s\/ \n     -----------------------------\n\nIts:  CFO\n      ---\n\nDate:  1\/5\/00\n       ------\n\nLandlord:\n\nLINCOLN-RECP OLD OAKLAND OPCO, LLC,\na Delaware limited liability company\n\nBy:  LEGACY PARTNERS COMMERCIAL, INC.\n     as manager and agent for Lincoln-RECP Old Oakland OPCO, LLC\n\n     By:  \/s\/ \n        -----------------------------\n          Senior Vice President\n\n     Date: \n          -----------------------------\n\n\nIf Tenant is a CORPORATION, the authorized officers must sign on behalf of the\n               -----------                                                    \ncorporation and indicate the capacity in which they are signing. The Lease must\nbe executed by the president or vice-president and the secretary or assistant\n                                               ---                           \nsecretary, unless the bylaws or a resolution of the board of directors shall\n           ------                                                           \notherwise provide, in which event, the bylaws or a certified copy of the\nresolution, as the case may be, must be attached to this Lease.\n\n                                       3\n\n \n                                   Exhibit A\n                   Original Premises and Additional Premises\n                                        \n     The non cross-hatched area below represents the \"Additional Premises\".\n\n                                  [Site Plan]\n\n                                       4\n<\/description><\/sequence><\/type><\/description><\/sequence><\/type><\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8324],"corporate_contracts_industries":[9469],"corporate_contracts_types":[9583,9579],"class_list":["post-41753","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-netflix-inc","corporate_contracts_industries-media__rental","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\/41753","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=41753"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41753"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41753"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41753"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}