{"id":41756,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/800-w-el-camino-real-mountain-view-ca-standard-office-lease.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"800-w-el-camino-real-mountain-view-ca-standard-office-lease","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/land\/800-w-el-camino-real-mountain-view-ca-standard-office-lease.html","title":{"rendered":"800 W. El Camino Real (Mountain View, CA) Standard Office Lease &#8211; Asset Growth Partners Ltd. and Sagent Technology Inc."},"content":{"rendered":"<pre>                           STANDARD OFFICE LEASE-GROSS\n\n\n1.      BASIC LEASE PROVISIONS (\"Basic Lease Provisions\")\n\n        1.1  Parties. This Lease, dated, for reference purposes only JUNE 1,\n1998, is made by and between ASSET GROWTH PARTNERS, LTD. (herein called\n\"Lessor\") and SAGENT TECHNOLOGY, INC. doing business under the name of N\/A\n(herein called \"Lessee\").\n\n        1.2  Premises. Suite Number(s) 300 on the THIRD floor(s), consisting of\napproximately 34,244 rentable square feet, more or less, as defined in paragraph\n2 and as shown on Exhibit \"A\" hereto (the \"Premises\").\n\n        1.3  Building. Commonly described as being located at 800 W. EL CAMINO\nREAL in the City of MOUNTAIN VIEW, County of SANTA CLARA State of CALIFORNIA as\nmore particularly described in Exhibit A hereto, and as defined in paragraph 2.\n\n        1.4  Use. GENERAL OFFICE subject to paragraph 6.\n\n        1.5  Term. FIVE (5) YEARS commencing upon substantial completion of\ntenant improvements, but in no event later than OCTOBER 1, 1998 (\"Commencement\nDate\") and ending SIXTY (60) MONTHS thereafter as defined in paragraph 3.\n\n        1.6  Base Rent. $3.40 PER RENTABLE SQUARE FOOT per month ($116,429.60),\npayable on the FIRST day of each month, per paragraph 4.1.\n\n        1.7  Base Rent Increase. On THE FIRST ANNIVERSARY OF THE COMMENCEMENT\nDATE, AND ANNUALLY THEREAFTER, Base Rent payable under paragraph 1.6 above shall\nbe adjusted as provided IN THE ADDENDUM, PARAGRAPH 1.\n\n        1.8  First Month's Rent Paid September 8 1998. ONE HUNDRED SIXTEEN\nTHOUSAND FOUR HUNDRED TWENTY NINE AND 60\/100 ($116,429.60) REPRESENTING THE\nFIRST MONTH OF BASE RENT.\n\n        1.9  Security Deposit. FOUR HUNDRED SIXTY FIVE THOUSAND SEVEN HUNDRED\nEIGHTEEN AND 40\/100 DOLLARS ($465,718.40) AS DEFINED IN PARAGRAPH 2 OF THE\nADDENDUM AND PARAGRAPH 5 HEREIN.\n\n        1.10 Lessee's Share of Operating Expense Increase. 29% as defined in\nparagraph 4.2. (34,244 square feet of the 117,321 square foot building.)\n\n2.      PREMISES, PARKING AND COMMON AREAS.\n\n        2.1 Premises. The Premises are a portion of a building, herein sometimes\nreferred to as the \"Building\" identified in paragraph 1.3 of the Basic Lease\nProvisions. \"Building\" shall include adjacent parking structures used in\nconnection therewith. The Premises, the Building, the Common Areas, the land\nupon which the same are located, along with all other buildings and improvements\nthereon or thereunder, are herein collectively referred to as the \"Office\nBuilding Project\". Lessor hereby leases to Lessee and Lessee leases from Lessor\nfor the term, at the rental, and upon all of the conditions set forth herein,\nthe real property referred to in the Basic Lease Provisions, paragraph 1.2 as\nthe \"Premises,\" including rights to the Common Areas as hereinafter specified.\n\n        2.2 Vehicle Parking. So long as Lessee is not in default, and subject to\nthe rules and regulations attached hereto, and as established by Lessor from\ntime to time, Lessee shall be entitled to THE NON-EXCLUSIVE use OF 116\nUNDERGROUND RESERVED SPACES AND ANY ADDITIONAL SURFACE SPACES NOT TO EXCEED A\nTOTAL OF 3.4 TOTAL SPACES PER 1,000 SQUARE FEET OF PREMISES in the Office\nBuilding Project.\n\n               2.2.1 If Lessee commits, permits or allows any of the prohibited\nactivities described in the Lease or the rules then in effect, then Lessor shall\nhave the right, without notice, in addition to such other rights and remedies\nthat it may have, to remove or tow away the vehicle involved and charge the cost\nto Lessee, which cost shall be immediately payable upon demand by Lessor.\n\n               2.2.2 The monthly parking rate per parking space will be $ N\/A\nper month at the commencement of the term of this Lease, and is subject to\nchange upon five (5) days prior written notice to Lessee. Monthly parking fees\nshall be payable one month in advance prior to the first day of each calendar\nmonth.\n\n        2.3 Common Areas-Definition. The term \"Common Areas\" is defined as all\nareas and facilities outside the Premises and within the exterior boundary line\nof the Office Building Project that are provided and designated by the Lessor\nfrom time to time for the general non-exclusive use of Lessor, Lessee and of\nother lessees of the Office Building Project and their respective employees,\nsuppliers, shippers, customers and invitees, including but not limited to common\nentrances, lobbies, corridors, stairways and stairwells, public restrooms,\nelevators, escalators, parking areas to the extent not otherwise prohibited by\nthis Lease, loading and unloading areas, trash areas, roadways, sidewalks,\nwalkways, parkways, ramps, driveways, landscaped areas and decorative walls.\n\n        2.4 Common Areas-Rules and Regulations. Lessee agrees to abide by and\nconform to the rules and regulations attached hereto as Exhibit B with respect\nto the Office Building Project and Common Areas, and to cause its employees,\nsuppliers, shippers, customers, and invitees to so abide and conform. Lessor or\nsuch other person(s) as Lessor may appoint shall have the exclusive control and\nmanagement of the Common Areas and shall have the right, from time to time, to\nmodify, amend and enforce said rules and regulations. Lessor shall not be\nresponsible to Lessee for the non-compliance with said rules and regulations by\nother lessees, their agents, employees and invitees of the Office Building\nProject.\n\n        2.5 Common Areas-Changes. Lessor shall have the right, in Lessor's sole\ndiscretion, from time to time:\n\n             (a) To make changes to the Building interior and exterior and\nCommon Areas, including, without limitation, changes in the location, size,\nshape number, and appearance thereof, including but not limited to the lobbies,\nwindows, stairways, air shafts, elevators, escalators, restrooms, driveways,\nentrances, parking spaces, parking areas, loading and unloading areas, ingress,\negress, direction of traffic, decorative walls, landscaped areas and walkways;\nprovided, however, Lessor shall at all times provide the parking facilities\nrequired by applicable law;\n\n             (b) To close temporarily any of the Common Areas for maintenance\npurposes so long as reasonable access to the Premises remains available;\n\n             (c) To designate other land and improvements outside the boundaries\nof the Office Building Project to be a part of the Common Areas, provided that\nsuch other land and improvements have a reasonable and functional relationship\n\n\n\n                                     Page 1\n   2\n\n to the Office Building Project;\n\n             (d) To use the Common Areas while engaged in making additional\nimprovements, repairs or alterations to the Office Building Project, or any\nportion thereof;\n\n             (e) To do and perform such other acts and make such other changes\nin, to or with respect to the Common Areas and Office Building Project as Lessor\nmay, in the exercise of sound business judgement deem to be appropriate.\n\n3.      TERM.\n\n        3.1 Term. The term and Commencement Date of this Lease shall be as\nspecified in paragraph 1.5 of the Basic Lease Provisions.\n\n        3.2 Delay in Possession. Notwithstanding said Commencement Date, if for\nany reason Lessor cannot deliver possession of the Premises to Lessee on said\ndate and subject to paragraph 3.2.2, Lessor shall not be subject to any\nliability therefor, nor shall such failure affect the validity of this Lease or\nthe obligations of Lessee hereunder or extend the term hereof; but, in such\ncase, Lessee shall not be obligated to pay rent or perform any other obligation\nof Lessee under the terms of this Lease, except as may be otherwise provided in\nthis Lease, until possession of the Premises is tendered to Lessee, as\nhereinafter defined; provided, however, that if Lessor shall not have delivered\npossession of the Premises within ONE HUNDRED TWENTY (120) DAYS following said\nOCTOBER 1, 1998 COMMENCEMENT DATE, Lessee may, at Lessee's option, by written\nnotice to Lessor within ten (10) days thereafter, cancel this Lease, in which\nevent the parties shall be discharged from all obligations hereunder; provided,\nhowever, that, as to Lessee's obligations, Lessee first reimburses Lessor for\nall costs incurred for Non-Standard Improvements and, as to Lessor's\nobligations, Lessor shall return any money previously deposited by Lessee (less\nany offsets due Lessor for Non-Standard Improvement); and provided further, that\nif such written notice by Lessee is not received by Lessor within said ten (10)\nday period, Lessee's right to cancel this Lease hereunder shall terminate and be\nof no further force or effect. SEE FIRST ADDENDUM, PARAGRAPH 3 AND PARAGRAPH 4.\n\n               3.2.1 Possession Tendered-Defined. Possession of the Premises\nshall be deemed tendered to Lessee (\"Tender of Possession\") when (1) the\nimprovements to be provided by Lessor under this Lease are substantially\ncompleted, (2) the Building utilities are ready for use in the Premises, (3)\nLessee has reasonable access to the Premises, and (4) ten (10) days shall have\nexpired following advance written notice to Lessee of the occurrence of the\nmatters described in (1), (2) and (3), above of this paragraph 3.2.1.\n\n               3.2.2 Delays Caused by Lessee. There shall be no abatement of\nrent, and the one hundred twenty (120) day period following the Commencement\nDate before which Lessee's right to cancel this Lease accrues under paragraph\n3.2, shall be deemed extended to the extent of any delays caused by acts or\nomissions of Lessee, Lessee's agents, employees and contractors.\n\n        3.3 Early Possession. If Lessee occupies the Premises prior to said\nCommencement Date, such occupancy shall be subject to all provisions of this\nLease, such occupancy shall not change the termination date, and Lessee shall\npay rent for such occupancy, EXCEPT AS DEFINED IN THE FIRST ADDENDUM, PARAGRAPH\n1.\n\n        3.4 Uncertain Commencement. In the event commencement of the Lease term\nis defined as the completion of the improvements, Lessee and Lessor shall\nexecute an amendment to this Lease establishing the date of Tender of Possession\n(as defined in paragraph 3.2.1) or the actual taking of possession by Lessee,\nwhichever first occurs, as the Commencement Date.\n\n4.      RENT.\n\n        4.1 Base Rent. Subject to adjustment as hereinafter provided in\nparagraph 1 OF THE FIRST ADDENDUM, and except as may be otherwise expressly\nprovided in this Lease, Lessee shall pay to Lessor the Base Rent for the\nPremises set forth in paragraph 1.6 of the Basic Lease Provisions, without\noffset or deduction. Lessee shall pay Lessor upon execution hereof the advance\nBase Rent described in paragraph 1.8 of the Basic Lease Provisions. Rent for any\nperiod during the term hereof which is for less than one month shall be prorated\nbased upon the actual number of days of the calendar month involved. Rent shall\nbe payable in lawful money of the United States to Lessor at the address slated\nherein or to such other persons or at such other places as Lessor may designate\nin writing. IF THE FIRST MONTH IS LESS THAN ONE MONTH, THE SECOND MONTH'S RENT\nDUE SHALL BE ADJUSTED ACCORDINGLY.\n\n        4.2 Operating Expense Increase. Lessee shall pay to Lessor during the\nterm hereof, in addition to the Base Rent, Lessee's Share, as hereinafter\ndefined, of the amount by which all Operating Expenses, as hereinafter defined,\nfor each Comparison Year exceeds the amount of all Operating Expenses for the\nBase Year, such excess being hereinafter referred to as the \"Operating Expense\nIncrease,\" in accordance with the following provisions: (SEE FIRST ADDENDUM,\nPARAGRAPH 5).\n\n             (a) \"Lessee's Share\" is defined, for purposes of this Lease, as the\npercentage set forth in paragraph 1.10 of the Basic Lease Provisions, which\npercentage has been determined by dividing the approximate square footage of the\nPremises by the total approximate square footage of the rentable space contained\nin the Office Building Project. It is understood and agreed that the square\nfootage figures set forth in the Basic Lease provisions are approximations which\nLessor and Lessee agree are reasonable and shall not be subject to revision\nexcept in connection with an actual change in the size of the Premises or a\nchange in the space available for lease in the Office Building Project.\n\n             (b) \"Base Year\" is defined as 1998. IF THE LEASE COMMENCEMENT IS\nJULY 1, 1998 OR THEREAFTER, THE BASE YEAR IS DEFINED AS 1999.\n\n             (c) \"Comparison Year\" is defined as each calendar year during the\nterm of this Lease subsequent to the Base Year; provided, however, Lessee shall\nhave no obligation to pay a share of the Operating Expense Increase applicable\nto the first twelve (12) months of the Lease Term (other than such as are\nmandated by a governmental authority, as to which government mandated expenses\nLessee shall pay Lessee's Share, notwithstanding they occur during the first\ntwelve (12) months). Lessee's Share of the Operating Expense Increase for the\nfirst and last Comparison Years of the Lease Term shall be prorated according to\nthat portion of such Comparison Year as to which Lessee is responsible for a\nshare of such increase\n\n             (d) \"Operating Expenses\" is defined, for purposes of this Lease, to\ninclude all costs, if any, incurred by Lessor in the exercise of its reasonable\ndiscretion, for:\n\n                                     Page 2\n   3\n                    (i)The operation, repair, maintenance, and replacement, in\nneat, clean, safe, good order and condition, of the Office Building Project,\nincluding but not limited to, the following:\n\n                          (aa) The Common Areas, including their surfaces,\ncoverings, decorative items, carpets, drapes and window coverings, and including\nparking areas, loading and unloading areas, trash areas, roadways, sidewalks,\nwalkways, stairways, parkways, driveways, landscaped areas, striping, bumpers,\nirrigation systems, Common Area lighting facilities, building exteriors and\nroofs, fences and gates;\n\n                          (bb) All heating, air conditioning, plumbing,\nelectrical systems, life safety equipment, telecommunication and other equipment\nused in common by, or for the benefit of, lessees or occupants of the Office\nBuilding Project, including elevators and escalators, tenant directories, fire\ndetection systems including sprinkler system maintenance and repair.\n\n                    (ii) Trash disposal, janitorial and security services;\n\n                    (iii) Any other service to be provided by Lessor that is\nelsewhere in this Lease stated to be an \"Operating Expense\";\n\n                    (iv) The cost of the premiums for the liability and property\ninsurance policies to be maintained by Lessor under paragraph 8 hereof;\n\n                    (v)The amount of the real property taxes to be paid by\nLessor under paragraph 10.1 hereof;\n\n                    (vi) The cost of water, sewer, gas, electricity, and other\npublicly mandated services to the Office Building Project;\n\n                    (vii) Labor, salaries and applicable fringe benefits and\ncosts, materials, supplies and tools, used in maintaining and\/or cleaning the\nOffice Building Project and accounting and a management fee attributable to the\noperation of the Office Building Project;\n\n                    (viii) Replacing and\/or adding improvements mandated by any\ngovernmental agency and any repairs or removals necessitated thereby amortized\nover its useful life according to Federal income tax regulations or guidelines\nfor depreciation thereof (including interest on the unamortized balance as is\nthen reasonable in the judgment of Lessor's accountants);\n\n                    (ix) Replacements of equipment or improvements that have a\nuseful life for depreciation purposes according to Federal income tax guidelines\nof five (5) years or less, as amortized over such life.\n\n             (e) Operating Expenses shall not include the costs of replacements\nof equipment or improvements that have a useful life for Federal income tax\npurposes in excess of five (5) years unless it is of the type described in\nparagraph 4.2(d)(viii), in which case their cost shall be included as above\nprovided.\n\n             (f) Operating Expenses shall not include any expenses paid by any\nlessee directly to third parties, or as to which Lessor is otherwise reimbursed\nby any third party, other tenant, or by insurance proceeds.\n\n             (g) Lessee's Share of Operating Expense Increase shall be payable\nby Lessee within ten (10) days after a reasonably detailed statement of actual\nexpenses is presented to Lessee by Lessor. At Lessor's option, however, an\namount may be estimated by Lessor from time to time in advance of Lessee's Share\nof the Operating Expense Increase for any Comparison Year, and the same shall be\npayable monthly or quarterly, as Lessor shall designate, during each Comparison\nYear of the Lease term, on the same day as the Base Rent is due hereunder. In\nthe event that Lessee pays Lessor's estimate of Lessee's Share of Operating\nExpense Increase as aforesaid, Lessor shall deliver to Lessee within sixty (60)\ndays after the expiration of each Comparison Year a reasonably detailed\nstatement showing Lessee's Share of the actual Operating Expense Increase\nincurred during such year. If Lessee's payments under this paragraph 4.2(g)\nduring said Comparison Year exceed Lessee's Share as indicated on said\nstatement, Lessee shall be entitled to credit the amount of such overpayment\nagainst Lessee's Share of Operating Expense Increase next falling due. If\nLessee's payments under this paragraph during said Comparison Year were less\nthan Lessee's Share as indicated on said statement, Lessee shall pay to Lessor\nthe amount of the deficiency within ten (10) days after delivery by Lessor to\nLessee of said statement. Lessor and Lessee shall forthwith adjust between them\nby cash payment any balance determined to exist with respect to that portion of\nthe last Comparison Year for which Lessee is responsible as to Operating Expense\nIncreases, notwithstanding that the Lease term may have terminated before the\nend of such Comparison Year.\n\n        4.3    Rent Increase.  (SEE PARAGRAPH 1 OF THE FIRST ADDENDUM).\n\n\n                                     Page 3\n   4\n\n5.   SECURITY DEPOSIT. Lessee shall deposit with Lessor upon execution hereof\nthe security deposit set forth in paragraph 1.9 of the Basic Lease Provisions as\nsecurity for Lessee's faithful performance of Lessee's obligations hereunder AND\nAS FURTHER DEFINED IN PARAGRAPH 2 OF THE FIRST ADDENDUM. If Lessee fails to pay\nrent or other charges due hereunder, or otherwise defaults with respect to any\nprovision of this Lease, Lessor may use, apply or retain all or any portion of\nsaid deposit for the payment of any rent or other charge in default for the\npayment of any other sum to which Lessor may become obligated by reason of\nLessee's default, or to compensate Lessor for any loss or damage which Lessor\nmay suffer thereby. If Lessor so uses or applies all or any portion of said\ndeposit, Lessee shall within ten (10) days after written demand therefor deposit\ncash with Lessor in an amount sufficient to restore said deposit to the full\namount then required of Lessee. Lessor shall not be required to keep said\nsecurity deposit separate from its general accounts. If Lessee performs all of\nLessee's obligations hereunder, said deposit, or so much thereof as has not\nheretofore been applied by Lessor, shall be returned, without payment of\ninterest or other increment for its use, to Lessee (or, at Lessor's option, to\nthe last assignee, it any, of Lessee's interest hereunder) at the expiration of\nthe term hereof, and after Lessee has vacated the Premises. No trust\nrelationship is created herein between Lessor and Lessee with respect to said\nSecurity Deposit.\n\n6.      USE.\n\n        6.1 Use. The Premises shall be used and occupied only for the purpose\nset forth in paragraph 1.4 of the Basic Lease Provisions or any other use which\nis reasonably comparable to that use and for no other purpose.\n\n        6.2 Compliance with Law.\n\n             (a) Lessor warrants to Lessee that the Premises, in the state\nexisting on the date that the Lease term commences but without regard to\nalterations or improvements made by Lessee or the use for which Lessee will\noccupy the Premises, do not violate any covenants or restrictions of record, or\nany applicable building code, regulation or ordinance in effect on such Lease\nterm Commencement Date. In the event it is determined that this warranty has\nbeen violated, then it shall be the obligation of the Lessor, after written\nnotice from Lessee, to promptly, at Lessor's sole cost and expense, rectify any\nsuch violation.\n\n             (b) Except as provided in paragraph 6.2(a) Lessee shall, at\nLessee's expense, promptly comply with all applicable statutes, ordinances,\nrules, regulations, orders, covenants and restrictions of record, and\nrequirements of any fire insurance underwriters or rating bureaus, now in effect\nor which may hereafter come into effect, whether or not they reflect a change in\npolicy from that now existing, during the term or any part of the term hereof,\nrelating in any manner to the Premises and the occupation and use by Lessee of\nthe Premises. Lessee shall conduct its business in a lawful manner and shall not\nuse or permit the use of the Premises or the Common Areas in any manner that\nwill tend to create waste or a nuisance or shall tend to disturb other occupants\nof the Office Building Project.\n\n        6.3  Condition of Premises.\n\n             (a) Lessor shall deliver the Premises to Lessee in a clean\ncondition on the Lease Commencement Date (unless Lessee is already in\npossession) and Lessor warrants to Lessee that the plumbing, lighting, air\nconditioning, and heating systems in the Premises shall be in good operating\ncondition. In the event that it is determined that this warranty has been\nviolated, then it shall be the obligation of Lessor, after receipt of written\nnotice from Lessee setting forth with specificity the nature of the violation,\nto promptly, at Lessor's sole cost, rectify such violation.\n\n             (b) Except as otherwise provided in this Lease, Lessee hereby\naccepts the Premises and the Office Building Project in their condition existing\nas of the Lease Commencement Date or the date that Lessee takes possession of\nthe Premises, whichever is earlier, subject to all applicable zoning, municipal,\ncounty and state laws, ordinances and regulations governing and regulating the\nuse of the Premises, and any easements, covenants or restrictions of record, and\naccepts this Lease subject thereto and to all matters disclosed thereby and by\nany exhibits attached hereto. Lessee acknowledges that it has satisfied itself\nby its own independent investigation that the Premises are suitable for its\nintended use, and that neither Lessor nor Lessor's agent or agents has made any\nrepresentation or warranty as to the present or future suitability of the\nPremises, Common Areas, or Office Building Project for the conduct of Lessee's\nbusiness. LESSOR SHALL MAINTAIN THE PREMISES IN ITS CURRENT CONDITION FROM THE\nDATE OF EXECUTION OF THIS LEASE UNTIL THE COMMENCEMENT DATE.\n\n7.      MAINTENANCE, REPAIRS, ALTERATIONS AND COMMON AREA SERVICES.\n\n        7.1 Lessors Obligations. Lessor shall keep the Office Building Project,\nincluding the Premises interior and exterior walls, roof, and common areas, and\nthe equipment whether used exclusively for the Premises or in common with other\npremises, in good condition and repair; provided, however, Lessor shall not be\nobligated to paint, repair or replace wall coverings, or to repair or replace\nany improvements that are not ordinarily a part of the Building or are above the\nBuilding standards. Except as provided in paragraph 9.5, there shall be no\nabatement of rent or liability of Lessee on account of any injury or\ninterference with Lessee's business with respect to my improvements, alterations\nor repairs made by Lessor to the Office Building Project or any part thereof.\nLessee expressly waives the benefits of any statute now or hereafter in effect\nwhich would otherwise afford Lessee the right to make repairs at Lessor's\nexpense or to terminate this Lease because of Lessor's failure to keep the\nPremises in good order, condition and repair.\n\n        7.2 Lessee's Obligations.\n\n             (a) Notwithstanding Lessor's obligation to keep the Premises in\ngood condition and repair, Lessee shall be responsible for payment of the cost\nthereof to Lessor as additional rent for that portion of the cost of any\nmaintenance and repair of the Premises, or any equipment (wherever located) that\nserves only Lessee or the Premises, to the extent such cost is attributable to\ncauses beyond normal wear and tear. Lessee shall be responsible for the cost of\npainting, repairing or replacing wall coverings, and to repair or replace any\nPremises improvements that are not ordinarily a part of the Building or that are\nabove the Building standards. Lessor may, at its option, upon reasonable notice,\nelect to \n\n\n\n                                     Page 4\n   5\n\nhave Lessee perform any particular such maintenance or repairs the cost\nof which is otherwise Lessee's responsibility hereunder.\n\n             (b) On the last day of the term hereof, or on any sooner\ntermination, Lessee shall surrender the Premises to Lessor in the same condition\nas received, ordinary wear and tear excepted, clean and free of debris. Any\ndamage or deterioration of the Premises shall not be deemed ordinary wear and\ntear if the same could have been prevented by good maintenance practices by\nLessee. Lessee shall repair any damage to the Premises occasioned by the\ninstallation or removal of Lessee's trade fixtures, alterations, furnishings and\nequipment. Except as otherwise stated in this Lease, Lessee shall leave the air\nlines, power panels, electrical distribution systems, lighting fixtures, air\nconditioning, window coverings, wall coverings, carpets, wall paneling, ceilings\nand plumbing on the Premises and in good operating condition.\n\n        7.3  Alterations and Additions.\n\n             (a) Lessee shall not, without Lessor's prior written consent make\nany alterations, improvements, additions, Utility Installations or repairs in,\non, or about the Premises or the Office Building Project. As used in this\nparagraph 7.3 the term \"Utility Installation\" shall mean carpeting, window and\nwall coverings, power panels, electrical distribution systems, lighting\nfixtures, air conditioning, plumbing, and telephone and telecommunication wiring\nand equipment. At the expiration of the term, Lessor may require the removal of\nany or all of said alterations, improvements, additions or Utility\nInstallations, and the restoration of the Premises and the Office Building\nProject to their prior condition, at Lessee's expense. Should Lessor permit\nLessee to make its own alterations, improvements, additions or Utility\nInstallations, Lessee shall use only such contractor as has been expressly\napproved by Lessor, and Lessor may require Lessee to provide Lessor, at Lessee's\nsole cost and expense, a lien and completion bond in an amount equal to one and\none-half times the estimated cost of such improvements, to insure Lessor against\nany liability for mechanic's and materialmen's liens and to insure completion of\nthe work. Should Lessee make any alterations, improvements, additions or Utility\nInstallations without the prior approval of Lessor, or use a contractor not\nexpressly approved by Lessor, Lessor may, at any time during the term of this\nLease, require that Lessee remove any part or all of the same.\n\n             (b) Any alterations, improvements, additions or Utility\nInstallations in or about the Premises or the Office Building Project that\nLessee shall desire to make shall be presented to Lessor in written form, with\nproposed detailed plans. If Lessor shall give its consent to Lessee's making\nsuch alteration, improvement, addition or Utility Installation, the consent\nshall be deemed conditioned upon Lessee acquiring a permit to do so from the\napplicable governmental agencies, furnishing a copy thereof to Lessor prior to\nthe commencement of the work, and compliance by Lessee with all conditions of\nsaid permit in a prompt and expeditious manner.\n\n             (c) Lessee shall pay, when due, all claims for labor or materials\nfurnished or alleged to have been furnished to or for Lessee at or for use in\nthe Premises, which claims are or may be secured by any mechanic's or\nmaterialmen's lien against the Premises, the Building or the Office Building\nProject, or any interest therein.\n\n             (d) Lessee shall give Lessor not less than ten (10) days' notice\nprior to the commencement of any work in the Premises by Lessee, and Lessor\nshall have the right to post notices of non-responsibility in or on the Premises\nor the Building as provided by law. If Lessee shall, in good faith, contest the\nvalidity of any such lien, claim or demand, then Lessee shall, at its sole\nexpense defend itself and Lessor against the same and shall pay and satisfy any\nsuch adverse judgment that may be rendered thereon before the enforcement\nthereof against the Lessor or the Premises, the Building or the Office Building\nProject, upon the condition that if Lessor shall require, Lessee shall furnish\nto Lessor a surety bond satisfactory to Lessor in an amount equal to such\ncontested lien claim or demand indemnifying Lessor against liability for the\nsame and holding the Premises, the Building and the Office Building Project free\nfrom the effect of such lien or claim. In addition, Lessor may require Lessee to\npay Lessor's reasonable attorneys' fees and costs in participating in such\naction if Lessor shall decide it is to Lessor's best interest so to do.\n\n             (e) All alterations, improvements, additions and Utility\nInstallations which may be made to the Premises by Lessee, including but not\nlimited to, floor coverings, paneling, doors, drapes, built-ins, moldings, sound\nattenuation, and lighting and telephone or communication systems, conduit,\nwiring and outlets, shall be made and done in a good and workmanlike manner and\nof good and sufficient quality and materials and shall be the property of Lessor\nand remain upon and be surrendered with the Premises at the expiration of the\nLease term, unless Lessor requires their removal pursuant to paragraph 7.3(a).\nProvided Lessee is not in default, notwithstanding the provisions of this\nparagraph 7.3(e), Lessee's personal property and equipment, other than that\nwhich is affixed to the Premises so that it cannot be removed without material\ndamage to the Premises or the Building and other than Utility Installations,\nshall remain the property of Lessee and may be removed by Lessee subject to the\nprovisions of paragraph 7.2.\n\n             (f) Lessee shall provide Lessor with as-built plans and\nspecifications for any alterations, improvements, additions or Utility\nInstallations.\n\n        7.4 Utility Additions. Lessor reserves the right to install new or\nadditional utility facilities throughout the Office Building Project for the\nbenefit of Lessor or Lessee, or any other lessee of the Office Building Project,\nincluding, but not by way of limitation, such utilities as plumbing, electrical\nsystems, communication systems, and fire protection and detection systems, so\nlong as such installations do not unreasonably interfere with Lessee's use of\nthe Premises.\n\n8.      INSURANCE; INDEMNITY.\n\n        8.1 Liability Insurance-Lessee. Lessee shall, at Lessee's expense,\nobtain and keep in force during the term of this Lease a policy of Commercial\nGeneral Liability insurance utilizing an Insurance Services Office standard\nform, or equivalent, issued by an insurer with a Best's rating of \"A- VII\" or\nbetter, in an amount of not less than $2,000,000 per occurrence of bodily injury\nand property damage combined or in a greater amount as reasonably determined by\nLessor and shall insure Lessee with Lessor and Lender of Lessor as an additional\ninsured against liability arising out of the use, occupancy or maintenance of\nthe Premises. Compliance with the above requirement shall not, however, limit\nthe liability of Lessee hereunder.\n\n        8.2 Liability Insurance-Lessor. Lessor shall, obtain and keep in force\nduring the term of this Lease a policy of Combined Single Limit Bodily Injury\nand Broad Form Property Damage Insurance, plus coverage against such other risks\nLessor deems advisable from time to time, insuring Lessor, but not Lessee,\nagainst liability arising out of the ownership, use,\n\n\n                                     Page 5\n   6\n\noccupancy or maintenance of the Office Building Project in an amount not less\nthan $5,000,000.00 per occurrence.\n\n        8.3 Property Insurance-Lessee. Lessee shall at Lessee's expense, obtain\nand keep in force during the term of this Lease for the benefit of Lessee,\nreplacement cost fire and extended coverage insurance, with vandalism and\nmalicious mischief, sprinkler leakage and earthquake sprinkler leakage\nendorsements, in an amount sufficient to cover not less than 100% of the full\nreplacement cost, as the same may exist from time to time, of all of Lessee's\npersonal property, fixtures, equipment and tenant improvements.\n\n        8.4 Property Insurance-Lessor. Lessor shall obtain and keep in force\nduring the term of this Lease a policy or policies of insurance covering loss or\ndamage to the Office Building Project improvements, but not Lessee's personal\nproperty, fixtures, equipment or tenant improvements, in the amount of the full\nreplacement cost thereof, as the same may exist from time to time, utilizing\nInsurance Services Office standard form, or equivalent, providing protection\nagainst all perils included within the classification of fire, extended\ncoverage, vandalism, malicious mischief, plate glass, and such other perils as\nLessor deems advisable or may be required by a lender having a lien on the\nOffice Building Project. In addition, Lessor shall obtain and keep in force,\nduring the term of this Lease, a policy of rental value insurance covering a\nperiod of one year, with loss payable to Lessor, which insurance shall also\ncover all Operating Expenses for said period. Lessee will not be named in any\nsuch policies carried by Lessor and shall have no right to any proceeds\ntherefrom. The policies required by these paragraphs 8.2 and 8.4 shall contain\nsuch deductibles as Lessor or the aforesaid lender may determine. In the event\nthat the Premises shall suffer an insured loss as defined in paragraph 9.1(f)\nhereof, the deductible amounts under the applicable insurance policies shall be\ndeemed an Operating Expense. Lessee shall not do or permit to be done anything\nwhich shall invalidate the insurance policies carried by Lessor. Lessee shall\npay the entirety of any increase in the property insurance premium for the\nOffice Building Project over what it was immediately prior to the commencement\nof the term of this Lease if the increase is specified by Lessor's insurance\ncarrier as being caused by the nature of Lessee's occupancy or any act or\nomission of Lessee.\n\n        8.5 Insurance Policies. Lessee shall deliver to Lessor copies of\nliability insurance policies required under paragraph 8.1 or certificates\nevidencing the existence and amounts of such insurance within seven (7) days\nprior to the Commencement Date of this Lease. No such policy shall be cancelable\nor subject to reduction of coverage or other modification except after thirty\n(30) days prior written notice to Lessor. Lessee shall, at least thirty (30)\ndays prior to the expiration of such policies, furnish Lessor with renewals\nthereof.\n\n        8.6 Waiver of Subrogation. Lessee and Lessor each hereby release and\nrelieve the other, and waive their entire right of recovery against the other,\nfor direct or consequential loss or damage arising out of or incident to the\nperils covered by property insurance carried by such party, whether due to the\nnegligence of Lessor or Lessee or their agents, employees, contractors and\/or\ninvitees. If necessary all property insurance policies required under this Lease\nshall be endorsed to so provide.\n\n        8.7 Indemnity. Lessee shall indemnify and hold harmless Lessor and its\nagents, Lessor's master or ground lessor, partners and lenders, EXCEPT WITH\nRESPECT TO ANY WILLFUL AND\/OR NEGLIGENT MISCONDUCT OF LESSOR, ITS AGENTS,\nEMPLOYEES, CONTRACTORS AND INVITEES, OR LESSOR'S BREACH OF THIS LEASE, from and\nagainst any and all claims for damage to the person or property of anyone or any\nentity arising from Lessee's use of the Office Building Project or from the\nconduct of Lessee's business or from any activity, work or things done,\npermitted or suffered by Lessee in or about the Premises or elsewhere and shall\nfurther indemnify and hold harmless Lessor from and against any and all claims,\ncosts and expenses arising from any breach or default in the performance of any\nobligation on Lessee's part to be performed under the terms of this Lease, or\narising from any act or omission of Lessee, or any of Lessee's agents,\ncontractors, employees, or invitees, and from and against all costs, attorney's\nfees, expenses and liabilities incurred by Lessor as the result of any such use,\nconduct, activity, work, things done, permitted or suffered, breach, default or\nnegligence, and in dealing reasonably therewith, including but not limited to\nthe defense or pursuit of any claim or any action or proceeding involved\ntherein; and in case any action or proceeding be brought against Lessor by\nreason of any such matter, Lessee upon notice from Lessor shall defend the same\nat Lessee's expense by counsel reasonably satisfactory to Lessor and Lessor\nshall cooperate with Lessee in such defense. Lessor need not have first paid any\nsuch claim in order to be so indemnified. Lessee, as a material part of the\nconsideration to Lessor, hereby assumes all risk of damage to property of Lessee\nor injury to persons, in, upon or about the Office Building Project arising from\nany cause and Lessee hereby waives all claims in respect thereof against Lessor,\nEXCEPT WITH RESPECT TO ANY WILLFUL AND\/OR NEGLIGENT MISCONDUCT OF LESSOR, ITS\nAGENTS, EMPLOYEES, CONTRACTORS AND INVITEES, OR LESSOR'S BREACH OF THIS LEASE.\n\n        8.8 Exemption of Lessor from Liability. Lessee hereby agrees that Lessor\nshall not be liable for injury to Lessee's business or any loss of income\ntherefrom or for loss of or damage to the goods, wares, merchandise or other\nproperty of Lessee, Lessee's employees, invitees, customers, or any other person\nin or about the Premises or the Office Building Project, EXCEPT WITH RESPECT TO\nANY WILLFUL AND\/OR NEGLIGENT MISCONDUCT OF LESSOR, ITS AGENTS, EMPLOYEES,\nCONTRACTORS AND INVITEES, OR LESSOR'S BREACH OF THIS LEASE, nor shall Lessor be\nliable for injury to the person of Lessee, Lessee's employees, agents or\ncontractors, EXCEPT WITH RESPECT TO ANY WILLFUL AND\/OR NEGLIGENT MISCONDUCT OF\nLESSOR, ITS AGENTS, EMPLOYEES, CONTRACTORS AND INVITEES, OR LESSOR'S BREACH OF\nTHIS LEASE, whether such damage or injury is caused by or results from theft,\nfire, steam, electricity, gas, water or rain, or from the breakage, leakage,\nobstruction or other defects of pipes, sprinklers, wires, appliances, plumbing,\nair conditioning or lighting fixtures, or from any other cause, whether said\ndamage or injury results from conditions arising upon the Premises or upon other\nportions of the Office Building Project, or from other sources or places, or\nfrom new construction or the repair, alteration or improvement of any part of\nthe Office Building Project, or of the equipment, fixtures or appurtenances\napplicable thereto, and regardless of whether the cause of such damage or injury\nor the means of repairing the same is inaccessible, Lessor shall not be liable\nfor any damages arising from any act or neglect of any other lessee, occupant or\nuser of the Office Building Project, nor from the failure of Lessor to enforce\nthe provisions of any other lease of any other lessee of the Office Building\nProject.\n\n        8.9 No Representation of Adequate Coverage. Lessor makes no\nrepresentation that the limits or forms of coverage of insurance specified in\nthis paragraph 8 are adequate to cover Lessee's property or obligations under\nthis Lease.\n\n9.      DAMAGE OR DESTRUCTION.\n\n        9.1 Definitions.\n\n             (a) \"Premises Damage\" shall mean if the Premises are damaged or\ndestroyed to any extent.\n\n\n                                     Page 6\n   7\n\n             (b) \"Premises Building Partial Damage\" shall mean if the Building\nof which the Premises are a part is damaged or destroyed to the extent that the\ncost to repair is less than fifty percent (50%) of the then Replacement Cost of\nthe building.\n\n             (c) \"Premises Building Total Destruction\" shall mean if the\nBuilding of which the Premises are a part is damaged or destroyed to the extent\nthat the cost to repair is fifty percent (50%) or more of the then Replacement\nCost of the Building.\n\n             (d) \"Office Building Project Buildings\" shall mean all of the\nbuildings on the Office Building Project site.\n\n             (e) \"Office Building Project Buildings Total Destruction\" shall\nmean if the Office Building Project Buildings are damaged or destroyed to the\nextent that the cost of repair is fifty percent (50%) or more of the then\nReplacement Cost of the Office Building Project Buildings.\n\n             (f) \"Insured Loss\" shall mean damage or destruction which was\ncaused by an event required to be covered by the insurance described in\nparagraph 8. The fact that an Insured Loss has a deductible amount shall not\nmake the loss an uninsured loss.\n\n             (g) \"Replacement Cost\" shall mean the amount of money necessary to\nbe spent in order to repair or rebuild the damaged area to the condition that\nexisted immediately prior to the damage occurring, excluding all improvements\nmade by lessees other than those installed by Lessor at Lessee's expense.\n\n        9.2  Premises Damage; Premises Building Partial Damage.\n\n             (a) Insured Loss. Subject to the provisions of paragraphs 9.4 and\n9.5, if at any time during the term of this Lease there is damage which is an\nInsured Loss and which falls into the classification of either Premises Damage\nor Premises Building Partial Damage, then Lessor shall, as soon as reasonably\npossible and to the extent the required materials and labor are readily\navailable through usual commercial channels, at Lessor's expense, repair such\ndamage (but not Lessee's fixtures, equipment or tenant improvements originally\npaid for by Lessee) to its condition existing at the time of the damage, and\nthis Lease shall continue in full force and effect.\n\n             (b) Uninsured Loss. Subject to the provisions of paragraphs 9.4 and\n9.5, if at any time during the term of this Lease there is damage which is not\nan Insured Loss and which falls within the classification of Premises Damage or\nPremises Building Partial Damage, unless caused by a negligent or willful act of\nLessee (in which event Lessee shall make the repairs at Lessee's expense), which\ndamage prevents Lessee from making any substantial use of the Premises, Lessor\nmay at Lessor's option either (i) repair such damage as soon as reasonably\npossible at Lessor's expense, in which event this Lease shall continue in full\nforce and effect, or (ii) give written notice to Lessee within thirty (30) days\nafter the date of the occurrence of such damage of Lessor's intention to cancel\nand terminate this Lease as of the date of the occurrence of such damage, in\nwhich event this Lease shall terminate as of the date of the occurrence of such\ndamage.\n\n        9.3 Premises Building Total Destruction; Office Building Project Total\nDestruction. Subject to the provisions of paragraphs 9.4 and 9.5, if at any time\nduring the term of this Lease there is damage, whether or not it is an Insured\nLoss, which falls into the classifications of either (i) Premises Building Total\nDestruction or (ii) Office Building Project Total Destruction then Lessor may at\nLessor's option either (i) repair such damage or destruction as soon as\nreasonably possible at Lessor's expense (to the extent the required materials\nare readily available through usual commercial channels) to its condition\nexisting at the time of the damage, but not Lessee's fixtures, equipment or\ntenant improvements, and this Lease shall continue in full force and effect, or\n(ii) give written notice to Lessee within thirty (30) days after the date of\noccurrence of such damage of Lessor's intention to cancel and terminate this\nLease, in which case this Lease shall terminate as of the date of the occurrence\nof such damage.\n\n        9.4    Damage Near End of Term.\n\n             (a) Subject to paragraph 9.4(b), if at any time during the last\ntwelve (12) months of the term of this Lease there is substantial damage to the\nPremises, Lessor may at Lessor's option cancel and terminate this Lease as of\nthe date of occurrence of such damage by giving written notice to Lessee of\nLessor's election to do so within 30 days after the date of occurrence of such\ndamage.\n\n             (b) Notwithstanding paragraph 9.4(a), in the event that Lessee has\nan option to extend or renew this Lease, and the time within which said option\nmay be exercised has not yet expired, Lessee shall exercise such option, if it\nis to be exercised at all, no later than twenty (20) days after the occurrence\nof an Insured Loss falling within the classification of Premises Damage during\nthe last twelve (12) months of the term of this Lease. If Lessee duly exercises\nsuch option during said twenty (20) day period, Lessor shall, at Lessor's\nexpense, repair such damage, but not Lessee's fixtures, equipment or tenant\nimprovements, as soon as reasonably possible and this Lease shall continue in\nfull force and effect. If Lessee fails to exercise such option during said\ntwenty (20) day period, then Lessor may at Lessor's option terminate and cancel\nthis Lease as of the expiration of said twenty (20) day period by giving written\nnotice to Lessee of Lessor's election to do so within ten (10) days after the\nexpiration of said twenty (20) day period, notwithstanding any term or provision\nin the grant of option to the contrary.\n\n        9.5  Abatement of Rent; Lessee's Remedies.\n\n             (a) In the event Lessor repairs or restores the Building or\nPremises pursuant to the provisions of this paragraph 9, and any part of the\nPremises are not usable (including loss of use due to loss of access or\nessential services), the rent payable hereunder (including Lessee's Share of\nOperating Expense Increase) for the period during which such damage, repair or\nrestoration continues shall be abated, provided (1) the damage was not the\nresult of the negligence of Lessee, and (2) such abatement shall only be to the\nextent the operation of Lessee's business as operated from the Premises is\nadversely affected. Except for said abatement of rent, if any, Lessee shall have\nno claim against Lessor for any damage suffered by reason of any such damage,\ndestruction, repair or restoration.\n\n             (b) If Lessor shall be obligated to repair or restore the Premises\nor the Building under the provisions of this Paragraph 9 and shall not commence\nsuch repair or restoration within sixty (60) days after such occurrence, or if\nLessor shall not complete the restoration and repair within nine (9) months\nafter such occurrence, Lessee may at Lessee's option cancel and terminate this\nLease by giving Lessor written notice of Lessee's election to do so at any time\nprior to the commencement or completion, respectively, of such repair or\nrestoration. In such event this Lease shall terminate as of the date of such\nnotice.\n\n               (c) Lessee agrees to cooperate with Lessor in connection with any\nsuch restoration and repair, including but not limited to the approval and\/or\nexecution of plans and specifications required.\n\n\n                                     Page 7\n   8\n\n        9.6  Termination-Advance Payments. Upon termination of this Lease\npursuant to this paragraph 9, an equitable advancement shall be made concerning\nadvance rent and any advance payments made by Lessee to Lessor. Lessor shall, in\naddition, return to Lessee so much of Lessee's security deposit as has not\ntherefore been applied by Lessor.\n\n        9.7 Waiver. Lessor and Lessee waive the provisions of any statute which\nrelate to termination of leases when leased property is destroyed and agree that\nsuch event shall be governed by the terms of this Lease.\n\n10.     REAL PROPERTY TAXES.\n\n        10.1 Payment of Taxes. Lessor shall pay the real property tax, as\ndefined in paragraph 10.3, applicable to the Office Building Project subject to\nreimbursement by Lessee of Lessee's Share of such taxes in accordance with the\nprovisions of paragraph 4.2, except as otherwise provided in paragraph 10.2.\n\n        10.2 Additional Improvements. Lessee shall not be responsible for paying\nany increase in real property tax specified in the tax assessor's records and\nwork sheets as being caused by additional improvements placed upon the Office\nBuilding Project by other Lessees or by Lessor for the exclusive enjoyment of\nany other Lessee. Lessee shall, however, pay to Lessor at the time that\nOperating Expenses are payable under paragraph 4.2(c) the entirety of any\nincrease in real property tax if assessed solely by reason of additional\nimprovements placed upon the Premises by Lessee or at Lessee's request.\n\n        10.3 Definition of \"Real Property Tax\". As used herein, the term \"real\nproperty tax\" shall include any form of real estate tax or assessment, general,\nspecial, ordinary or extraordinary, and any license fee, commercial rental tax,\nimprovement bond or bonds, levy or tax (other than inheritance, personal income\nor estate taxes) imposed on the Office Building Project or any portion thereof\nby any authority having the direct or indirect power to tax, including any city,\ncounty, state or federal government, or any school, agricultural, sanitary,\nfire, street, drainage or other improvement district thereof, as against any\nlegal or equitable interest of Lessor in the Office Building Project or in any\nportion thereof, as against Lessor's right to rent or other income therefrom,\nand as against Lessor's business of leasing the Office Building Project. The\nterm \"real property tax\" shall also include any tax, fee, levy, assessment or\ncharge (i) in substitution of, partially or totally, any tax, fee, levy,\nassessment or charge hereinabove included within the definition of \"real\nproperty tax,\" or (ii) the nature of which was hereinbefore included within the\ndefinition of \"real property tax,\" or (iii) which is imposed for a service or\nright not charged prior to June 1, 1978, or, if previously charged, has been\nincreased since June 1, 1978, or (iv) which is imposed as a result of a change\nin ownership, as defined by applicable local statutes for property tax purposes,\nof the Office Building Project or which is added to a tax or charge hereinbefore\nincluded within the definition of real property tax by reason of such change of\nownership, or (v) which is imposed by reason of this transaction, any\nmodifications or changes hereto, or any transfers hereof.\n\n        10.4 Joint Assessment. If the improvements or property, the taxes for\nwhich are to be paid separately by Lessee under paragraph 10.2 or 10.5 are not\nseparately assessed, Lessee's portion of that tax shall be equitably determined\nby Lessor from the respective valuations assigned in the assessor's work sheets\nor such other information (which may include the cost of construction) as may be\nreasonably available. Lessor's reasonable determination thereof, in good faith,\nshall be conclusive.\n\n        10.5 Personal Property Taxes.\n\n             (a) Lessee shall pay prior to delinquency all taxes assessed\nagainst and levied upon trade fixtures, furnishings, equipment and all other\npersonal property of Lessee contained in the Premises or elsewhere.\n\n             (b) If any of Lessee's said personal property shall be assessed\nwith Lessor's real property, Lessee shall pay to Lessor the taxes attributable\nto Lessee within ten (10) days after receipt of a written statement setting\nforth the taxes applicable to Lessee's property.\n\n11.     UTILITIES.\n\n        11.1 Services Provided by Lessor. Lessor shall provide heating,\nventilation, air conditioning, and janitorial service as reasonably required,\nreasonable amounts of electricity for normal lighting and office machines, water\nfor reasonable and normal drinking and lavatory use, and replacement light bulbs\nand\/or fluorescent tubes and ballasts for standard overhead fixtures.\n\n        11.2 Services Exclusive to Lessee. Lessee shall pay for all water, gas,\nheat, light, power, telephone and other utilities and services specially or\nexclusively supplied and\/or metered exclusively to the Premises or to Lessee,\ntogether with any taxes thereon. If any such services are not separately metered\nto the Premises, Lessee shall pay at Lessor's option, either Lessee's Share or a\nreasonable proportion to be determined by Lessor of all charges jointly metered\nwith other premises in the Building.\n\n        11.3 Hours of Service. Said services and utilities shall be provided\nduring generally accepted business days and hours or such other days or hours as\nmay hereafter be set forth. Utilities and services required at other times shall\nbe subject to advance request and reimbursement by Lessee to Lessor of the cost\nthereof. THE BUILDING STANDARD HOURS OF OPERATION ARE DEFINED AS: MONDAY-FRIDAY,\n8:00 A.M. - 6:00 P.M.\n\n        11.4 Excess Usage by Lessee. Lessee shall not make connection to the\nutilities except by or through existing outlets and shall not install or use\nmachinery or equipment in or about the Premises that uses excess water, lighting\nor power, or suffer or permit any act that causes extra burden upon the\nutilities or services, including but not limited to security services over\nstandard office usage for the Office Building Project. Lessor shall require\nLessee to reimburse Lessor for any excess expenses or costs that may arise out\nof a breach of this subparagraph by Lessee. Lessor may, in its sole discretion,\ninstall at Lessee's expense supplemental equipment and\/or separate metering\napplicable to Lessee's excess usage or loading.\n\n        11.5 Interruptions. There shall be no abatement of rent and Lessor shall\nnot be liable in any respect whatsoever for the inadequacy, stoppage,\ninterruption or discontinuance of any utility or service due to riot, strike,\nlabor dispute, breakdown, accident, repair or other cause beyond Lessor's\nreasonable control or in cooperation with governmental request or directions,\nprovided Lessor uses reasonable and diligent efforts to reinstate.\n\n12.     ASSIGNMENT AND SUBLETTING.\n\n        12.1 Lessor's Consent Required. Lessee shall not voluntarily or by\noperation of law assign, transfer, mortgage, sublet, or otherwise transfer or\nencumber all or any part of Lessee's interest in the Lease or in the Premises,\nwithout Lessor's prior \n\n\n\n                                     Page 8\n   9\n\nwritten consent, which Lessor shall not unreasonably withhold. Lessor shall\nrespond to Lessee's request for consent hereunder in a timely manner, and any\nattempted assignment, transfer, mortgage, encumbrance or subletting without such\nconsent shall be void, and shall constitute a material default and breach of\nthis Lease without the need for notice to Lessee under paragraph 13.1. Prior to\nany assignment or sublet of the premises or any portion thereof, Lessee shall\nnotify Lessor in writing of the name and address of the proposed assignee or\nsublessee, and deliver to Lessor financial statements of the proposed assignee\nor sublessee, a true and complete copy of the proposed assignment agreement(s)\nor sublease with said notice, and shall promptly provide any other information\nreasonably requested by Lessor to enable Lessor to evaluate the proposed\nassignment or sublet. Lessor shall within five (5) business days of the receipt\nof complete information as required above, elect to do one of the following:\n\n             (1) consent to such proposed assignment or sublease;\n\n             (2) refuse such consent which refusal shall be on reasonable\ngrounds; or\n\n             (3) terminate this lease with respect to the portion of the\npremises which Lessee desires to assign or sublease, in which case rental paid\nby Lessee to Lessor hereunder shall be reduced in the proportion that the square\nfeet of the premises that Lessee desires to so assign or sublet bears to the\ntotal square feet of the premises leased by Lessee hereunder, and thereafter\nneither party shall have any further obligation or liability to the other with\nregard to said portion of the premises except for matters which arose prior to\ntermination and except for obligations that exist upon termination.\n\n\"Transfer\" within the meaning of this paragraph 12 shall include the transfer or\ntransfers aggregating: (a) if Lessee is a corporation, more than THIRTY PERCENT\n(30%) of the voting stock of such corporation, TO PERSONS WHO WERE NOT\nPREVIOUSLY HOLDERS OF THE VOTING STOCK OF SUCH CORPORATION, or (b) if Lessee is\na partnership, more than twenty-five percent (25%) of the profit and loss\nparticipation in such partnership.\n\n        12.2 Lessee Affiliate. Notwithstanding the provisions of paragraph 12.1\nhereof, Lessee may assign or sublet the Premises, or any portion thereof,\nwithout Lessor's consent, to any corporation which controls, is controlled by or\nis under common control with Lessee, or to any corporation resulting from the\nmerger or consolidation with Lessee, or to any person or entity which acquires\nall the assets of Lessee as a going concern of the business that is being\nconducted on the Premises, all of which are referred to as \"Lessee Affiliate\";\nprovided that before such assignment shall be effective, ______ said assignee\nshall assume, in full, the obligations of Lessee under this Lease and (b) Lessor\nshall be given written notice of such assignment and assumption. Any such\nassignment shall not, in any way, affect or limit the liability of Lessee under\nthe terms of this Lease even if after such assignment or subletting the terms of\nthis Lease are materially changed or altered without the consent of Lessee, the\nconsent of whom shall not be necessary.\n\n        12.3 Terms and Conditions Applicable to Assignment and Subletting.\n\n             (a) Regardless of Lessor's consent, no assignment or subletting\nshall release Lessee of Lessee's obligations hereunder or alter the primary\nliability of Lessee to pay the rent and other sums due Lessor hereunder\nincluding Lessee's Share of Operating Expense Increase, and to perform all other\nobligations to be performed by Lessee hereunder.\n\n             (b) Lessor may accept rent from any person other than Lessee\npending approval or disapproval of such assignment.\n\n             (c) Neither a delay in the approval or disapproval of such\nassignment or subletting nor the acceptance of rent, shall constitute a waiver\nor estoppel of Lessor's right to exercise its remedies for the breach of any of\nthe terms or conditions of this paragraph 12 or this Lease.\n\n             (d) If Lessee's obligations under this Lease have been guaranteed\nby third parties, then an assignment or sublease, and Lessor's consent thereto,\nshall not be effective unless said guarantors give their written consent to such\nsublease and the terms thereof.\n\n             (e) The consent by Lessor to any assignment or subletting shall not\nconstitute a consent to any subsequent assignment or subletting by Lessee or to\nany subsequent or successive assignment or subletting by the sublessee. However,\nLessor may consent to subsequent sublettings and assignments of the sublease or\nany amendments or modifications thereto without notifying Lessee or anyone else\nliable on the Lease or sublease and without obtaining their consent and such\naction shall not relieve such persons from liability under this Lease or said\nsublease; however, such persons shall not be responsible to the extent any such\namendment or modification enlarges or increases the obligations of the Lessee or\nsublessee under this Lease or such sublease.\n\n             (f) Lessor's written consent to any assignment or subletting of the\nPremises by Lessee shall not constitute an acknowledgment that no default then\nexists under this Lease of the obligations to be performed by Lessee nor shall\nsuch consent be deemed a waiver of any then existing default, except as may be\notherwise stated by Lessor at the time.\n\n             (g) The discovery of the fact that any financial statement relied\nupon by Lessor in giving its consent to an assignment or subletting was\nmaterially false shall, at Lessor's election, render Lessor's said consent null\nand void.\n\n        12.4 Additional Terms and Conditions Applicable to Subletting.\nRegardless of Lessor's consent, the following terms and conditions shall apply\nto any subletting by Lessee of all or any part of the Premises and shall be\ndeemed included in all subleases under this Lease whether or not expressly\nincorporated therein:\n\n             (a) Lessee hereby assigns and transfers to Lessor all of Lessee's\ninterest in all rentals and income arising from any sublease heretofore or\nhereafter made by Lessee, and Lessor may collect such rent and income and apply\nsame toward Lessee's obligations under this Lease; provided, however, that until\na default shall occur in the performance of Lessee's obligations under this\nLease, Lessee may receive, collect and enjoy the rents accruing under such\nsublease. Lessor shall not, by reason of this or any other assignment of such\nsublease to Lessor nor by reason of the collection of the rents from a\nsublessee, be deemed liable to the sublessee for any failure of Lessee to\nperform and comply with any of Lessee's obligations to such sublessee under such\nsublease Lessee hereby irrevocably authorizes and directs any such sublessee,\nupon receipt of a written notice from Lessor stating that a default exists in\nthe performance of Lessee's obligations under this Lease to pay to Lessor the\nrents due and to become due under the sublease. Lessee agrees that such\nsublessee shall have the right to rely upon any such statement and request from\nLessor, and that such sublessee shall pay such rents to Lessor without any\nobligation or right to inquire as to whether such default exists and\nnotwithstanding any notice from or claim from Lessee to the contrary. Lessee\nshall have no right or claim against said sublessee or Lessor for any such rents\nso paid by said sublessee to Lessor.\n\n             (b) No sublease entered into by Lessee shall be effective unless\nand until it has been approved in writing by \n\n\n\n                                     Page 9\n   10\n\nLessor. In entering into any sublease, Lessee shall use only such form of\nsublessee as is satisfactory to Lessor, and once approved by Lessor, such\nsublease shall not be changed or modified without Lessor's prior written\nconsent. Any sublease shall, by reason of entering into a sublease under this\nLease, be deemed, for the benefit of Lessor, to have assumed and agreed to\nconform and comply with each and every obligation herein to be performed by\nLessee other than such obligations as are contrary to or inconsistent with\nprovisions contained in a sublease to which Lessor has expressly consented in\nwriting.\n\n             (c) In the event Lessee shall default in the performance of its\nobligations under this Lease, Lessor at its option and without any obligation to\ndo so, may require any sublessee to attorn to Lessor, in which event Lessor\nshall undertake the obligations of Lessee under such sublease from the time of\nthe exercise of said option to the termination of such sublease; provided,\nhowever, Lessor shall not be liable for any prepaid rents or security deposit\npaid by such sublessee to Lessee or for any other prior defaults of Lessee under\nsuch sublease.\n\n             (d) No sublessee shall further assign or sublet all or any part of\nthe Premises without Lessor's prior written consent.\n\n             (e) With respect to any subletting to which Lessor has consented,\nLessor agrees to deliver a copy of any notice of default by Lessee to the\nsublessee. Such sublessee shall have the right to cure a default of Lessee\nwithin three (3) days after service of said notice of default upon such\nsub-lessee, and the sublessee shall have a right of reimbursement and offset\nfrom and against Lessee for any such defaults cured by the sublessee.\n\n        12.5 Lessor's Expenses. In the event Lessee shall assign or sublet the\nPremises or request the consent of Lessor to any assignment or subletting or if\nLessee shall request the consent of Lessor for any act Lessee proposes to do\nthen Lessee shall pay Lessor's reasonable costs and expenses incurred in\nconnection therewith, including attorneys', architects', engineers' or other\nconsultants' fees.\n\n        12.6 Conditions to Consent. Lessor reserves the right to condition any\napproval to assign or sublet upon Lessor's determination that (a) the proposed\nassignee or sublessee shall conduct a business on the Premises of a quality\nsubstantially equal to that of Lessee and consistent with the general character\nof the other occupants of the Office Building Project and not in violation of\nany exclusives or rights then held by other tenants, and (b) the proposed\nassignee or sublessee be at least as financially responsible as Lessee was\nexpected to be at the time of the execution of this Lease or of such assignment\nor subletting, whichever is greater.\n\n        12.7 Surplus Rent. To the extent that the aggregate amount of any rental\nto be made by the proposed assignee, transferee or sublessee to Tenant exceeds\nthe sum of (i) the aggregate amount of the monthly Base Rent payable by Tenant\nto Landlord during the term of such sublease, transfer or assignment or the\nremaining Term of the Lease, whichever expires earlier, (ii) the amount of any\ncommissions payable in connection with such sublease, transfer or assignment,\n(iii) the cost of any alterations or improvements reasonably requested to be\ninstalled in connection with such sublease, transfer or assignment, and (iv)\nLessee's reasonable attorney's fees, such excess amount shall be amortized\nratably over the term of such sublease, transfer or assignment or the remaining\nTerm of the Lease, whichever expires earlier, and FIFTY PERCENT (50%) of such\namortized portion of such excess amount shall be paid by Tenant to Landlord on\nthe first day of each month during the applicable term.\n\n13.     DEFAULT; REMEDIES.\n\n        13.1 Default. The occurrence of any one or more of the following events\nshall constitute a material default of this Lease by Lessee:\n\n             (a) The vacation or abandonment of the Premises by Lessee. Vacation\nof the Premises shall include the failure to occupy the Premises for a\ncontinuous period of sixty (60) days or more, whether or not the rent is paid.\n\n             (b) The breach by Lessee of any of the covenants, conditions or\nprovisions of paragraphs 7.3(a), (b) or (d) (alterations), 12.1 (assignment or\nsubletting), 13.1(a) (vacation or abandonment), 13.1 (e) (insolvency), 13.1 (f)\n(false statement), 16(a) (estoppel certificate), 30(b) (subordination), 33\n(auctions), or 41.1 (easements), all of which are hereby deemed to be material,\nnon-curable defaults AND OF WHICH LESSOR NOTIFIED LESSEE WITHIN FIFTEEN (15)\nDAYS AFTER DISCOVERY TIME.\n\n             (c) The failure by Lessee to make any payment of rent or any other\npayment required to be made by Lessee hereunder, as and when due, where such\nfailure shall continue for a period of three (3) days after written notice\nthereof from Lessor to Lessee. In the event that Lessor serves Lessee with a\nNotice to Pay Rent or Quit pursuant to applicable Unlawful Detainer statutes\nsuch Notice to Pay Rent or Quit shall also constitute the notice required by\nthis subparagraph.\n\n             (d) The failure by Lessee to observe or perform any of the\ncovenants, conditions or provisions of this Lease to be observed or performed by\nLessee other than those referenced in subparagraphs (b) and (c) above, where\nsuch failure shall continue for a period of thirty (30) days after written\nnotice thereof from Lessor to Lessee; provided, however, that if the nature of\nLessee's noncompliance is such that more than thirty (30) days are reasonably\nrequired for its cure, then Lessee shall not be deemed to be in default if\nLessee commenced such cure within said thirty (30) day period and thereafter\ndiligently pursues such cure to completion. To the extent permitted by law, such\nthirty (30) day notice shall constitute the sole and exclusive notice required\nto be given to Lessee under applicable Unlawful Detainer statutes.\n\n             (e) (i) The making by Lessee of any general arrangement or general\nassignment for the benefit of creditors; (ii) Lessee becoming a \"debtor\" as\ndefined in 11 U.S.C. Section101 or any successor statute thereto (unless, in the\ncase of a petition filed against Lessee, the same is dismissed within sixty (60)\ndays; (iii) the appointment of a trustee or receiver to lake possession of\nsubstantially all of Lessee's assets located at the Premises or of Lessee's\ninterest in this Lease. where possession is not restored to Lessee within thirty\n(30) days; or (iv) the attachment, execution or other judicial seizure of\nsubstantially all of Lessee's assets located at the Premises or of Lessee's\ninterest in this Lease, where such seizure is not discharged within thirty (30)\ndays. In the event that any provision of this paragraph 13.1(e) is contrary to\nany applicable law, such provision shall be of no force or effect.\n\n             (f) The discovery by Lessor that any financial statement given to\nLessor by Lessee, or its successor in interest or by any guarantor of Lessee's\nobligation hereunder, was materially false.\n\n        13.2 Remedies. In the event of any material default or breach of this\nLease by Lessee, Lessor may at any time thereafter, with or without notice or\ndemand and without limiting Lessor in the exercise of any right or remedy which\n\n\n\n\n                                    Page 10\n   11\n\nLessor or may have by reason of such default:\n\n             (a) Terminate Lessee's right to possession of the Premises by any\nlawful means, in which case this Lease and the term hereof shall terminate and\nLessee shall immediately surrender possession of the Premises to Lessor. In such\nevent Lessor shall be entitled to recover from Lessee all damages incurred by\nLessor by reason of Lessee's default including, but not limited to, the cost of\nrecovering possession of the Premises; expenses of reletting, including\nnecessary renovation and alteration of the Premises, reasonable attorneys' fees,\nand any real estate commission actually paid; the worth at the time of award by\nthe court having jurisdiction thereof of the amount by which the unpaid rent for\nthe balance of the term after the time of such award exceeds the amount of such\nrental loss for the same period that Lessee proves could be reasonably avoided;\nthat portion of the leasing commission paid by Lessor pursuant to paragraph 15\napplicable to the unexpired term of this Lease.\n\n             (b) Maintain Lessee's right to possession in which case this Lease\nshall continue in effect whether or not Lessee shall have vacated or abandoned\nthe Premises. In such event Lessor shall be entitled to enforce all of Lessor's\nrights and remedies under this Lease, including the right to recover the rent as\nit becomes due hereunder.\n\n             (c) Pursue any other remedy now or hereafter available to Lessor\nunder the laws or judicial decisions of the state wherein the Premises are\nlocated. Unpaid installments of rent and other unpaid monetary obligations of\nLessee under the terms of this Lease shall bear interest from the date due at\nthe maximum rate then allowable by law.\n\n        13.3 Default by Lessor. Lessor shall not be in default unless Lessor\nfails to perform obligations required of Lessor within a reasonable time, but in\nno event later than thirty (30) days after written notice by Lessee to Lessor\nand to the holder of any first mortgage or deed of trust covering the Premises\nwhose name and address shall have theretofore been furnished to Lessee in\nwriting, specifying wherein Lessor has failed to perform such obligation;\nprovided, however, that if the nature of Lessor's obligation is such that more\nthan thirty (30) days are required for performance then Lessor shall not be in\ndefault if Lessor commences performance within such 30-day period and thereafter\ndiligently pursues the same to completion.\n\n        13.4 Late Charges. Lessee hereby acknowledges that late payment by\nLessee to Lessor of Base Rent, Lessee's Share of Operating Expense Increase or\nother sums due hereunder will cause Lessor to incur costs not contemplated by\nthis Lease, the exact amount of which will be extremely difficult to ascertain.\nSuch costs include, but are not limited to, processing and accounting charges,\nand late charges which may be imposed on Lessor by the terms of any mortgage or\ntrust deed covering the Office Building Project. Accordingly, if any installment\nof Base Rent, Operating Expense Increase, or any other sum due from Lessee shall\nnot be received by Lessor or Lessor's designee within ten (10) days after such\namount shall be due, then, without any requirement for notice to Lessee, Lessee\nshall pay to Lessor a late charge equal to 6% of such overdue amount. The\nparties hereby agree that such late charge represents a fair and reasonable\nestimate of the costs Lessor will incur by reason of late payment by Lessee.\nAcceptance of such late charge by Lessor shall in no event constitute a waiver\nof Lessee's default with respect to such overdue amount, nor prevent Lessor from\nexercising any of the other rights and remedies granted hereunder.\n\n14.  CONDEMNATION. If the Premises or any portion thereof or the Office Building\nProject are taken under the power of eminent domain, or sold under the threat of\nthe exercise of said power (all of which are herein called \"condemnation\"), this\nLease shall terminate as to the part so taken as of the date the condemning\nauthority takes title or possession, whichever first occurs; provided that if so\nmuch of the Premises or the Office Building Project are taken by such\ncondemnation as would substantially and adversely affect the operation and\nprofitability of Lessee's business conducted from the Premises, Lessee shall\nhave the option, to be exercised only in writing within thirty (30) days after\nLessor shall have given Lessee written notice of such taking (or in the absence\nof such notice, within thirty (30) days after the condemning authority shall\nhave taken possession), to terminate this Lease as of the date the condemning\nauthority takes such possession. If Lessee does not terminate this Lease in\naccordance with the foregoing, this Lease shall remain in full force and effect\nas to the portion of the Premises remaining, except that the rent and Lessee's\nShare of Operating Expense Increase shall be reduced in the proportion that the\nfloor area of the Premises taken bears to the total floor area of the Premises.\nCommon Areas taken shall be excluded from the Common Areas usable by Lessee and\nno reduction of rent shall occur with respect thereto or by reason thereof.\nLessor shall have the option in its sole discretion to terminate this Lease as\nof the taking of possession by the condemning authority, by giving written\nnotice to Lessee of such election within thirty (30) days after receipt of\nnotice of a taking by condemnation of any part of the Premises or the Office\nBuilding Project. Any award for the taking of all or any part of the Premises or\nthe Office Building Project under the power of eminent domain or any payment\nmade under threat of the exercise of such power shall be the property of Lessor,\nwhether such award shall be made as compensation for diminution in value of the\nleasehold or for the taking of the fee, or as severance damages; provided,\nhowever, that Lessee shall be entitled to any separate award for loss of or\ndamage to Lessee's trade fixtures, removable personal property and unamortized\ntenant improvements that have been paid for by Lessee. For that purpose the cost\nof such improvements shall be amortized over the original term of this Lease\nexcluding any options. In the event that this Lease is not terminated by reason\nof such condemnation, Lessor shall to the extent of severance damages received\nby Lessor in connection with such condemnation, repair any damage to the\nPremises caused by such condemnation except to the extent that Lessee has been\nreimbursed therefor by the condemning authority. Lessee shall pay any amount in\nexcess of such severance damages required to complete such repair.\n\n15.  BROKER'S FEE.\n\n             (a) The brokers involved in this transaction are KH REALTY 3, INC.\nas \"listing broker\" AND CORNISH &amp; CAREY COMMERCIAL, as \"cooperating broker,\"\nlicensed real estate broker(s). A \"cooperating broker\" is defined as any broker\nother than the listing broker entitled to a share of any commission arising\nunder this Lease. Upon execution of this Lease by both parties, Lessor shall pay\nto said brokers jointly, or in such separate shares as they may mutually\ndesignate in writing, a fee as set forth in a separate agreement between Lessor\nand said broker(s), or in the event there is no separate agreement between\nLessor and said broker(s), the sum of $ N\/A for brokerage services rendered by\nsaid broker(s) to Lessor in this transaction. The commission shall be paid 50%\nupon execution of this Lease and 50% upon the commencement of this Lease.\nHowever, in no event shall the \n\n\n\n                                    Page 11\n   12\n\ntotal commission paid exceed $4.00 per square foot to cooperating broker.\n\n             (b) Lessor shall have no obligation to pay any additional fee or\ncommission under any of the following circumstances: (i) it Lessee exercises any\nOption, as defined in paragraph 3.9.1 of this Lease, which is granted to Lessee\nunder this Lease, or any subsequently granted option which is substantially\nsimilar to an Option granted to Lessee under this Lease, or (ii) if Lessee\nacquires any rights to the Premises or other premises described in this Lease\nwhich are substantially similar to what Lessee would have acquired had an Option\nherein granted to Lessee been exercised, or (iii) if Lessee remains in\npossession of the Premises after the expiration of the term of this Lease after\nhaving failed to exercise an Option, or (iv) if said broker(s) are the procuring\ncause of any other lease or sale entered into between the parties pertaining to\nthe Premises and\/or any adjacent property in which Lessor has an interest.\n\n             (c) Lessor agrees to pay said fee not only on behalf of Lessor but\nalso on behalf of any person, corporation, association, or other entity having\nan ownership interest in said real property or any part thereof, when such fee\nis due hereunder. Any transferee of Lessor's interest in this Lease, whether\nsuch transfer is by agreement or by operation of law, shall be deemed to have\nassumed Lessor's obligation under this paragraph 15. Each listing and\ncooperating broker shall be a third party beneficiary of the provisions of this\nparagraph 15 to the extent of their interest in any commission arising under\nthis Lease and may enforce that right directly against Lessor; provided,\nhowever, that all brokers having a right to any part of such total commission\nshall be a necessary party to any suit with respect thereto.\n\n             (d) Lessee and Lessor each represent and warrant to the other that\nneither has had any dealings with any person, firm, broker or finder (other than\nthe person(s), if any, whose names are set forth in paragraph 15(a), above) in\nconnection with the negotiation of this Lease and\/or the consummation of the\ntransaction contemplated hereby, and no other broker or other person, firm or\nentity is entitled to any commission or finder's fee in connection with said\ntransaction and Lessee and Lessor do each hereby indemnify and hold the other\nharmless from and against any costs, expenses, attorneys' fees or liability for\ncompensation or charges which may be claimed by any such unnamed broker, finder\nor other similar party by reason of any dealings or actions of the indemnifying\nparty.\n\n16.     ESTOPPEL CERTIFICATE.\n\n             (a) Each party (as \"responding party\") shall at any time upon not\nless than ten (10) days' prior written notice from the other party (\"requesting\nparty\") execute, acknowledge and deliver to the requesting party a statement in\nwriting (i) certifying that this Lease is unmodified and in full force and\neffect (or, if modified, stating the nature of such modification and certifying\nthat this Lease, as so modified, is in full force and effect) and the date to\nwhich the rent and other charges are paid in advance, if any, and (ii)\nacknowledging that there are not, to the responding party's knowledge, any\nuncured defaults on the part of the requesting party, or specifying such\ndefaults if any are claimed. Any such statement may be conclusively relied upon\nby any prospective purchaser or encumbrancer of the Office Building Project or\nof the business of Lessee.\n\n             (b) At the requesting party's option, the failure to deliver such\nstatement within such time shall be a material default of this Lease by the\nparty who is to respond, without any further notice to such party, or it shall\nbe conclusive upon such party that (i) this Lease is in full force and effect,\nwithout modification except as may be represented by the requesting party, (ii)\nthere are no uncured defaults in the requesting party's performance, and (iii)\nif Lessor is the requesting party, not more than one month's rent has been paid\nin advance.\n\n             (c) If Lessor desires to finance, refinance, or sell the Office\nBuilding Project, or any part thereof, Lessee hereby agrees to deliver to any\nlender or purchaser designated by Lessor such financial statements of Lessee as\nmay be reasonably required by such lender or purchaser. Such statements shall\ninclude the past three (3) years' financial statements of Lessee. All such\nfinancial statements shall be received by Lessor and such lender or purchaser in\nconfidence and shall be used only for the purposes herein set forth.\n\n17.  LESSOR'S LIABILITY. The term \"Lessor\" as used herein shall mean only the\nowner or owners, at the time in question, of the fee title or a lessee's\ninterest in a ground lease of the Office Building Project, and except as\nexpressly provided in paragraph 15, in the event of any transfer of such title\nor interest, Lessor herein named (and in case of any subsequent transfers then\nthe grantor) shall be relieved from and after the date of such transfer of all\nliability as respects Lessor's obligations thereafter to be performed, provided\nthat any funds in the hands of Lessor or the then grantor at the time of such\ntransfer, in which Lessee has an interest, shall be delivered to the grantee.\nThe obligations contained in this Lease to be performed by Lessor shall, subject\nas aforesaid, be binding on Lessor's successors and assigns, only during their\nresistive periods of ownership.\n\n18.  SEVERABILITY. The invalidity of any provision of this Lease as determined\nby a court of competent jurisdiction shall in no way affect the validity of any\nother provision hereof.\n\n19.  INTEREST ON PAST-DUE OBLIGATIONS. Except as expressly herein provided, any\namount due to Lessor not paid when due shall bear interest at the maximum rate\nthen allowable by law or judgments from the date due. Payment of such interest\nshall not excuse or cure any default by Lessee under this Lease; provided,\nhowever, that interest shall not be payable on late charges incurred by Lessee\nnor on any amounts upon which late charges are paid by Lessee.\n\n20.  TIME OF ESSENCE. Time is of the essence with respect to the obligations to\nbe performed under this Lease.\n\n21.  ADDITIONAL RENT. All monetary obligations of Lessee to Lessor under the\nterms of this Lease, including but not limited to Lessee's Share of Operating\nExpense Increase and any other expenses payable by Lessee hereunder shall be\ndeemed to be rent.\n\n22.  INCORPORATION OF PRIOR AGREEMENTS; AMENDMENTS. This Lease contains all\nagreements of the parties with respect to any matter mentioned herein. No prior\nor contemporaneous agreement or understanding pertaining to any such matter\nshall be effective. This Lease may be modified in writing only, signed by the\nparties in interest at the time of the modification. Except as otherwise stated\nin this Lease, Lessee hereby acknowledges that neither the real estate broker\n\n\n                                    Page 12\n   13\n\nlisted in paragraph 15 hereof nor any cooperating broker on this transaction nor\nthe Lessor or any employee or agents of any of said persons has made any oral or\nwritten warranties or representations to Lessee relative to the condition or use\nby Lessee of the Premises or the Office Building Project and Lessee acknowledges\nthat Lessee assumes all responsibility regarding the Occupational Safety Health\nAct, the legal use and adaptability of the Premises and the compliance thereof\nwith all applicable laws and regulations in effect during the term of this\nLease.\n\n23.  NOTICES. All notices, demands, requests and other communications required\nhereunder (a) shall be in writing, (b) shall be deemed to be properly addressed\nand transmitted if mailed by United States registered or certified mail, with\nreturn receipt request, postage prepaid, or by United States Express Mail, or if\nsent by a national courier service or if personally served, and the same if sent\nto a party at its address set forth on the signature page hereto. Any notice,\ndemand, request or other communication required hereunder will be deemed\ndelivered (a) upon personal delivery, if personally served, or (b) if mailed or\nif sent by courier, upon receipt (as reflected in the records of the delivering\nentity) or upon the addressee's refusal to accept delivery (as reflected in the\nrecords of the delivering entity). Any party may designate a change of address\nby written notice to the other, given at least ten (10) days before such change\nof address is to be come effective. Absent delivery to a party of the change of\naddress of another party, no party shall be required to inquire as to the\ncontinuing correctness of the last address delivered to it for the other party.\n\n24.  WAIVERS. No waiver by Lessor of any provision hereof shall be deemed a\nwaiver of any other provision hereof or of any subsequent breach by Lessee of\nthe same or any other provision. Lessor's consent to, or approval of, any act\nshall not be deemed to render unnecessary the obtaining of Lessor's consent to\nor approval of any subsequent act by Lessee. The acceptance of rent hereunder by\nLessor shall not be a waiver of any preceding breach by Lessee of any provision\nhereof, other than the failure of Lessee to pay the particular rent so accepted,\nregardless of Lessor's knowledge of such preceding breach at the time of\nacceptance of such rent.\n\n25.  RECORDING. Either Lessor or Lessee shall, upon request of the other,\nexecute, acknowledge and deliver to the other a \"short form\" memorandum of this\nLease for recording purposes.\n\n26.  HOLDING OVER. If Lessee, with Lessor's consent, remains in possession of\nthe Premises or any part thereof after the expiration of the term hereof, such\noccupancy shall be a tenancy from month to month upon all the provisions of this\nLease pertaining to the obligations of Lessee, except that the rent payable\nshall be two hundred percent (200%) of the rent payable immediately preceding\nthe termination date of this Lease, and all Options, if any, granted under the\nterms of this Lease shall be deemed terminated and be of no further effect\nduring said month to month tenancy.\n\n27.  CUMULATIVE REMEDIES. No remedy or election hereunder shall be deemed\nexclusive but shall, wherever possible, be cumulative with all other remedies at\nlaw or in equity.\n\n28.  COVENANTS AND CONDITIONS. Each provision of this Lease performable by\nLessee shall be deemed both a covenant and a condition.\n\n29.  BINDING EFFECT; CHOICE OF LAW. Subject to any provisions hereof restricting\nassignment or subletting by Lessee and subject to the provisions of paragraph\n17, this Lease shall bind the parties, their personal representatives,\nsuccessors and assigns. This Lease shall be governed by the laws of the State\nwhere the Office Building Project is located and any litigation concerning this\nLease between the parties hereto shall be initiated in the county in which the\nOffice Building Project is located.\n\n30.  SUBORDINATION.\n\n        (a) This Lease, and any Option or right of first refusal granted hereby,\nat Lessor's option, shall be subordinate to any ground lease, mortgage, deed of\ntrust, or any other hypothecation or security now or hereafter placed upon the\nOffice Building Project and to any and all advances made on the security thereof\nand to all renewals, modifications, consolidations, replacements and extensions\nthereof. Notwithstanding such subordination, Lessee's right to quiet possession\nof the Premises shall not be disturbed if Lessee is not in default and so long\nas Lessee shall pay the rent and observe and perform all of the provisions of\nthis Lease, unless this Lease is otherwise terminated pursuant to its terms. If\nany mortgagee, trustee or ground lessor shall elect to have this Lease and any\nOptions granted hereby prior to the lien of its mortgage, deed of trust or\nground lease, and shall give written notice thereof to Lessee, this Lease and\nsuch Options shall be deemed prior to such mortgage, deed of trust or ground\nlease, whether this Lease or such Options are dated prior or subsequent to the\ndate of said mortgage, deed of trust or ground lease or the date of recording\nthereof.\n\n        (b) Lessee agrees to execute any documents required to effectuate an\nattornment, a subordination, or to make this Lease or any Option granted herein\nprior to the lien of any mortgage, deed of trust or ground lease, as the case\nmay be. Lessee's failure to execute such documents within ten (10) days after\nwritten demand shall constitute a material default by Lessee hereunder without\nfurther notice to Lessee or, at Lessor's option, Lessor shall execute such\ndocuments on behalf of Lessee as Lessee's attorney-in-fact. Lessee does hereby\nmake, constitute and irrevocably appoint Lessor as Lessee's attorney-in-fact and\nin Lessee's name, place and stead, to execute such documents in accordance with\nthis paragraph 30(b).\n\n31.  ATTORNEYS' FEES.\n\n        31.1 If either party or the broker(s) named herein bring an action to\nenforce the terms hereof or declare rights hereunder, the prevailing party in\nany such action, trial or appeal thereon, shall be entitled to his reasonable\nattorneys' fees to be paid by the losing party as fixed by the court in the same\nor a separate suit, and whether or not such action is pursued to decision or\njudgment. The provisions of this paragraph shall inure to the benefit of the\nbroker named herein who seeks to enforce a right hereunder.\n\n        31.2 The attorneys' fee award shall not be computed in accordance with\nany court fee schedule, but shall be such as to \n\n\n\n                                    Page 13\n   14\n\nfully reimburse all attorneys' fees reasonably incurred in good faith.\n\n        31.3 Lessor shall be entitled to reasonable attorneys' fees and all\nother costs and expenses incurred in the preparation and service of notice of\ndefault and consultations in connection therewith, whether or not a legal\ntransaction is subsequently commenced in connection with such default.\n\n32.  LESSOR'S ACCESS.\n\n        32.1 Lessor and Lessor's agents shall have the right to enter the\nPremises at reasonable times for the purpose of inspecting the same, performing\nany services required of Lessor, showing the same to prospective purchasers,\nlenders, or lessees, taking such safety measures, erecting such scaffolding or\nother necessary structures, making such alterations, repairs, improvements or\nadditions to the Premises or to the Office Building Project as Lessor may\nreasonably deem necessary or desirable and the erecting, using and maintaining\nof utilities, services, pipes and conduits through the Premises and\/or other\npremises as long as there is no material adverse effect to Lessee's use of the\nPremises. Lessor may at any time place on or about the Premises or the Building\nany ordinary \"For Sale\" signs and Lessor may at any time during the last 120\ndays of the term hereof place on or about the Premises any ordinary \"For Lease\"\nsigns.\n\n        32.2 All activities of Lessor pursuant to this paragraph shall be\nwithout abatement of rent, nor shall Lessor have any liability to Lessee for the\nsame.\n\n        32.3 Lessor shall have the right to retain keys to the Premises and to\nunlock all doors in or upon the Premises other than to files, vaults and sales,\nand in the case of emergency to enter the Premises by any reasonably appropriate\nmeans, and any such entry shall not be deemed a forceable or unlawful entry or\ndetainer of the Premises or an eviction. Lessee waives any charges for damages\nor injuries or interference with Lessee's properly or business in connection\ntherewith.\n\n33.  AUCTIONS. Lessee shall not conduct, nor permit to be conducted, either\nvoluntarily or involuntarily, any auction upon the Premises or the Common Areas\nwithout first having obtained Lessor's prior written consent. Notwithstanding\nanything to the contrary in this Lease, Lessor shall not be obligated to\nexercise any standard of reasonableness in determining whether to grant such\nconsent. The holding of any auction on the Premises or Common Areas in violation\nof this paragraph shall constitute a material default of this Lease.\n\n34.  SIGNS. Lessee shall not place any sign upon the Premises or the Office\nBuilding Project without Lessor's prior written consent. Under no circumstances\nshall Lessee place a sign on any roof of the Office Building Project.\n\n35.  MERGER. The voluntary or other surrender of this Lease by Lessee, or a\nmutual cancellation thereof, or a termination by Lessor, shall not work a\nmerger, and shall at the option of Lessor, terminate all or any existing\nsubtenancies or may, at the option of Lessor, operate as an assignment to Lessor\nof any or all of such subtenancies.\n\n36.  CONSENTS. Except for paragraphs 33 (auctions) and 34 (signs) hereof,\nwherever in this Lease the consent of one party is required to an act of the\nother party such consent shall not be unreasonably withheld or delayed.\n\n37.  GUARANTOR. In the event that there is a guarantor of this Lease, said\nguarantor shall have the same obligations as Lessee, under this Lease.\n\n38.  QUIET POSSESSION. Upon Lessee paying the rent for the Premises and\nobserving and performing all of the covenants, conditions and provisions on\nLessee's part to be observed and performed hereunder, Lessee shall have quiet\npossession of the Premises for the entire term hereof subject to all of the\nprovisions of this Lease. The individuals executing this Lease on behalf of\nLessor represent and warrant to Lessee that they are fully authorized and\nlegally capable of executing this Lease on behalf of Lessor and that such\nexecution is binding upon all parties holding an ownership interest in the\nOffice Building Project.\n\n39.  OPTIONS.\n\n        39.1 Definition. As used in this paragraph the word \"Option\" has the\nfollowing meaning: (1) the right or option to extend the term of this Lease or\nto renew this Lease or to extend or renew any lease that Lessee has on other\nproperty of Lessor; (2) the option of right of first refusal to lease the\nPremises or the right of first offer to lease the Premises or the right of first\nrefusal to lease other space within the Office Building Project or other\nproperly of Lessor or the right of first offer to lease other space within the\nOffice Building Project or other property of Lessor; (3) the right or option to\npurchase the Premises or the Office Building Project, or the right of first\nrefusal to purchase the Premises or the Office Building Project or the right of\nfirst offer to purchase the Premises or the Office Building Project, or the\nright or option to purchase other property of Lessor, or the right of first\nrefusal to purchase other property of Lessor or the right of first offer to\npurchase other property of Lessor.\n\n        39.2 Options Personal. Each Option granted to Lessee in this Lease is\npersonal to the original Lessee and may be exercised only by the original Lessee\nwhile occupying the Premises who does so without the intent of thereafter\nassigning this Lease or subletting the Premises or any portion thereof, and may\nnot be exercised or be assigned, voluntarily or involuntarily, by or to any\nperson or entity other than Lessee; provided, however, that an Option may be\nexercised by or assigned to any Lessee Affiliate as defined in paragraph 12.2 of\nthis Lease. The Options, if any, herein granted to Lessee are not assignable\nseparate and apart from this Lease, nor may any Option be separated from this\nLease in any manner, either by reservation or otherwise.\n\n        39.3 Multiple Options. In the event that Lessee has any multiple options\nto extend or renew this Lease a later option cannot be exercised unless the\nprior option to extend or renew this Lease has been so exercised.\n\n        39.4   Effect of Default on Options.\n\n             (a) Lessee shall have no right to exercise an Option,\nnotwithstanding any provision in the grant of Option to the contrary, (i) during\nthe time commencing from the date Lessor gives to Lessee a notice of default\npursuant to paragraph 13.1(c) or 13.1(d) and continuing until the noncompliance\nalleged in said notice of default is cured, or (ii) during the period of time\ncommencing on the day after a monetary obligation to Lessor is due from Lessee\nand unpaid \n\n\n\n                                    Page 14\n   15\n\n(without any necessity or notice thereof to Lessee) and continuing until the\nobligation is paid, or (iii) In the event that Lessor has given to Lessee three\nor more notices of default under paragraph 13.1(c), or paragraph 13.1(d),\nwhether or not the defaults are cured, during the 12 month period of time\nimmediately prior to the time that Lessee attempts to exercise the subject\nOption, (iv) if Lessee has committed any non-curable breach, including without\nlimitation those described in paragraph 13.1(b), or is otherwise in default of\nany of the terms, covenants or conditions of this Lease.\n\n             (b) The period of time within which an Option may be exercised\nshall not be extended or enlarged by reason of Lessee's inability to exercise an\nOption because of the provisions of paragraph 39.4(a).\n\n             (c) All rights of Lessee under the provisions of an Option shall\nterminate and be of no further force or effect, notwithstanding Lessee's due and\ntimely exercise of the Option, if, after such exercise and during the term of\nthis Lease, (i) Lessee fails to pay to Lessor a monetary obligation of Lessee\nfor a period of thirty (30) days after such obligation becomes due (without any\nnecessity of Lessor to give notice thereof to Lessee), or (ii) Lessee fails to\ncommence to cure a default specified in paragraph 13.1(d) within thirty (30)\ndays after the date that Lessor gives notice to Lessee of such default and\/or\nLessee fails thereafter to diligently prosecute said cure to completion, or\n(iii) Lessor gives to Lessee three or more notices of default under paragraph\n13.1(c) or paragraph 13.1(d), whether or not the defaults are cured, or (iv) if\nLessee has committed any non-curable breach, including without limitation those\ndescribed in paragraph 13.1(b), or is otherwise in default of any of the terms,\ncovenants and conditions of this Lease.\n\n        39.5 Exercise Notice. No exercise of any Option right hereunder shall be\neffective unless the required notice is received by the party to whom it is sent\nstrictly in accordance with the provisions of Paragraph 23 herein. The risk of\nnon-delivery shall be on the sender of the Option notice.\n\n40.     SECURITY MEASURES-LESSOR'S RESERVATIONS.\n\n        40.1 Lessee hereby acknowledges that Lessor shall have no obligation\nwhatsoever to provide guard service or other security measures for the benefit\nof the Premises or the Office Building Project. Lessee assumes all\nresponsibility for the protection of Lessee, its agents, and invitees and the\nproperty of Lessee and of Lessee's agents and invitees from acts of third\nparties. Nothing herein contained shall prevent Lessor, at Lessor's sole option,\nfrom providing security protection for the Office Building Project or any part\nthereof, in which event the cost thereof shall be included within the deduction\nof Operating Expenses, as set forth in paragraph 4.2(b).\n\n        40.2 Lessor shall have the following rights:\n\n             (a) To change the name, address or title of the Office Building\nProject or building in which the Premises are located upon not less than 90 days\nprior written notice;\n\n             (b) To, at Lessee's expense, provide and install Building standard\ngraphics on the door of the Premises and such portions of the Common Areas as\nLessor shall reasonably deem appropriate;\n\n             (c) To permit any lessee the exclusive right to conduct any\nbusiness as long as such exclusive does not conflict with any rights expressly\ngiven herein;\n\n             (d) To place such signs, notices or displays as Lessor reasonably\ndeems necessary or advisable upon the roof, exterior of the buildings or the\nOffice Building Project or on pole signs in the Common Areas;\n\n        40.3   Lessee shall not:\n\n             (a) Use a representation (photographic or otherwise) of the\nBuilding or the Office Building Project or their name(s) in connection with\nLessee's business;\n\n             (b) Suffer or permit anyone, except in emergency, to go upon the\nroof of the Building.\n\n41.     EASEMENTS.\n\n        41.1 Lessor reserves to itself the right, from time to time, to grant\nsuch easements, rights and dedications that Lessor deems necessary or desirable,\nand to cause the recordation of Parcel Maps and restrictions, so long as such\neasements, rights, dedications Maps and restrictions do not unreasonably\ninterfere with the use of the Premises by Lessee. Lessee shall sign any of the\naforementioned documents upon request of Lessor and failure to do so shall\nconstitute a material default of this Lease by Lessee without the need for\nfurther notice to Lessee.\n\n        41.2 The obstruction of Lessee's view, air, or light by any structure\nerected in the vicinity of the Building, whether by Lessor or third parties,\nshall in no way affect this Lease or impose any liability upon Lessor.\n\n42. PERFORMANCE UNDER PROTEST. If at any time a dispute shall arise as to any\namount or sum of money to be paid by one party to the other under the provisions\nhereof, the party against whom the obligation to pay the money is asserted shall\nhave the right to make payment \"under protest\" and such payment shall not be\nregarded as a voluntary payment, and there shall survive the right on the part\nof said party to institute suit for recovery of such sum. If it shall be\nadjudged that there was no legal obligation on the part of said party to pay\nsuch sum or any part thereof, said party shall be entitled to recover such sum\nor so much thereof as it was not legally required to pay under the provisions of\nthis Lease.\n\n43. AUTHORITY. If Lessee is a corporation, trust, or general or limited\npartnership, Lessee, and each individual executing this Lease on behalf of such\nentity represent and warrant that such individual is duly authorized to execute\nand deliver this Lease on behalf of said entity. If Lessee is a corporation,\ntrust or partnership, Lessee shall, within thirty (30) days after execution of\nthis Lease, deliver to Lessor evidence of such authority satisfactory to Lessor.\n\n44. CONFLICT. Any conflict between the printed provisions, Exhibits or Addenda\nof this Lease and the typewritten or handwritten provisions, if any, shall be\ncontrolled by the typewritten or handwritten provisions.\n\n45. NO OFFER. Preparation of this Lease by Lessor or Lessor's agent and\nsubmission of same to Lessee shall not be deemed an offer to Lessee to lease.\nThis Lease shall become binding upon Lessor and Lessee only when fully executed\nby both parties.\n\n46. LENDER MODIFICATION. AS LONG AS THEY DO NOT MATERIALLY CHANGE LESSEE'S\nOBLIGATIONS AND RIGHTS HEREUNDER, Lessee \n\n\n\n                                    Page 15\n   16\n\nagrees to make such reasonable NON-MONETARY modifications to this Lease as may\nbe reasonably required by an institutional lender in connection with the\nobtaining of normal financing or refinancing of the Office Building Project.\n\n47. MULTIPLE PARTIES. If more than one person or entity is named as either\nLessor or Lessee herein, except as otherwise expressly provided herein, the\nobligations of the Lessor or Lessee herein shall be the joint and several\nresponsibility of all persons or entities named herein as such Lessor or Lessee,\nrespectively.\n\n48. WORK LETTER. This Lease is supplemented by that certain Work Letter of even\ndate executed by Lessor and Lessee, attached hereto as Exhibit C, and\nincorporated herein by this reference.\n\n49. ATTACHMENTS. Attached hereto are the following documents which constitute a\npart of this Lease:\n\n        o      FIRST ADDENDUM TO LEASE\n        o      EXHIBIT A     Floor Plan\n        o      EXHIBIT B     Rules &amp; Regulations\n        o      EXHIBIT C     May 1, 1998 KH Realty 3 Inc. Tenant Improvement\n               Letter; Tico Construction bid dated May 1, 1998; and space\n               plans defining new construction designed by Interspace\n               Design.\n\nLESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND\nPROVISION CONTAINED HEREIN AND, BY EXECUTION OF THIS LEASE, SHOW THEIR INFORMED\nAND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE THAT, AT THE TIME THIS\nLEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND\nEFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE\nPREMISES.\n\nIF THIS LEASE HAS BEEN FILLED IN IT HAS BEEN PREPARED FOR SUBMISSION TO YOUR\nATTORNEY FOR HIS APPROVAL. NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE\nAMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION OR BY THE REAL ESTATE BROKER OR ITS\nAGENTS OR EMPLOYEES AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX\nCONSEQUENCES OF THIS LEASE OR THE TRANSACTION RELATING THERETO; THE PARTIES\nSHALL RELY SOLELY UPON THE ADVICE OF THEIR OWN LEGAL COUNSEL AS TO THE LEGAL AND\nTAX CONSEQUENCES OF THIS LEASE.\n\nLESSOR:                                       LESSEE:\n\nASSET GROWTH PARTNERS, LTD.                   SAGENT TECHNOLOGY, INC.\n\nBY:   KH REALTY 3, INC.\n      GENERAL PARTNER\n\n\nBy      \/s\/ Thomas J. Rees                    By    \/s\/ Kenneth C. Gardner\n  ---------------------------------------       -------------------------------\n      Thomas J. Rees                               Kenneth C. Gardner\nIts   President                               Its  President &amp; CEO\n\nDate      6\/11\/98                             Date   June 9, 1998\n        ---------------------------------         -----------------------------\n\nAddress for Notices:                          Address for Notices:\n\n   2570 W. El Camino Real Suite 502           800 W. EL CAMINO REAL, 3RD FLOOR\n   Mountain View, CA 94040                    MOUNTAIN VIEW\n   (650) 941-4282\n   Attn:  Marion Tavenner, Vice President\n\n\n                                    Page 16\n   17\n                          FIRST AMENDMENT TO THE LEASE\n                        DATED JUNE 1, 1998 BY AND BETWEEN\n                      ASSET GROWTH PARTNERS, LTD. AS LESSOR\n                      AND SAGENT TECHNOLOGY, INC. AS LESSEE\n\n\n\nThis amendment, executed pursuant to Paragraph 3.4 of the Lease, shall establish\nthe following:\n\n1)   Lessor and Lessee agree that the Commencement Date under the lease is\nOctober 7, 1998, and that the lease is in full force and effect, and, to the\nknowledge of Lessor and Lessee, neither party is in default under the Lease.\n\n2)   The Expiration Date shall be October 6, 2003.\n\n3)   Lessee acknowledges receipt of the Non-Disturbance Agreement, in accordance\nwith the requirements of the Lease.\n\n\nLESSOR:                                            LESSEE:\n\nASSET GROWTH PARTNERS, LTD.                        SAGENT TECHNOLOGY, INC.\n\nBY:   KH REALTY 3, INC.\n      GENERAL PARTNER\n\n\n \/s\/ Thomas J. Rees                                  \/s\/ Kenneth C. Gardner\n-------------------------------------              ----------------------------\nTHOMAS J. REES                                     KENNETH C. GARDNER\nPRESIDENT                                          PRESIDENT &amp; C.E.O\n\nDATE:     12\/2\/98                                  DATE:     12\/1\/98\n     --------------------------------                   -----------------------\n\n   18\n\n                             FIRST ADDENDUM TO LEASE\n\n\nThis FIRST ADDENDUM to the Lease, dated JUNE 1, 1998 for reference purposes\nonly, is made by and between Asset Growth Partner, Ltd., \"Lessor\" and Sagent\nTechnology, Inc., \"Lessee\", for the Premises more commonly known as 800 W. El\nCamino Real, third floor, in the city of Mountain View, State of California\n(\"Premises\").\n\nThe First Addendum is an integral part of the Lease, and, in the event of any\ninconsistency between this Addendum and the lease, the terms of this Addendum\nshall control. Unless otherwise defined, all terms used in this Addendum shall\nhave the same meanings as given them in the Lease Form.\n\n1.   MONTHLY BASE RENT:\n\n     Year 1:  $3.40\/sq. ft.\/month\/full service ($116,429.60\/month)\n\n              Lessor grants Lessee the first two (2) weeks of the lease term,\n              rent free, to be credited to the second month's rent.\n\n     Year 2:  $3.50\/sq.ft.\/month\/full service ($119,854.00\/month)\n\n     Year 3:  $3.61\/sq.ft.\/month\/full service ($123,620.84\/month)\n\n     Year 4:  $3.72\/sq.ft.\/month\/full service ($127,387.68\/month)\n\n     Year 5:  $3.83\/sq.ft.\/month\/full service ($131,154.52\/month)\n\n              (Annual 3% increase).\n\n2.   SECURITY DEPOSIT:\n\nUpon lease execution, Lessee shall provide to Lessor one (1) month security\ndeposit of one hundred sixteen thousand four hundred twenty nine and 60\/100\n($116,429.60).\n\nIf Lessee does not exercise Lessee's right to cancel the Lease as defined in\nArticle 3 herein, September 8, 1998, Lessee shall then provide to Lessor a total\nfour (4) month rent equivalent security deposit, of four hundred sixty five\nthousand seven hundred eighteen and 40\/100's ($465,718.40).\n\nIf Lessee has not been in default, Lessor shall credit the equivalent of one (1)\nmonth's rent ($116,429.60), of the security deposit to the rent then due thirty\n(30) days after the effective date Lessee goes public.\n\nThereafter, upon Lessee providing Lessor financial information reasonably\nsatisfactory to Lessor that Lessee has met four (4) consecutive quarters of\nprofitability, Lessor shall credit one (1) month equivalent rent ($116,429.60)\nof the security deposit to the first month's rent then due at the end of the\nfourth (4th) consecutive quarter Lessee is profitable.\n\nThe remaining security deposit shall be retained through the lease term as\ndefined in paragraph 5 of the Lease for a total of two hundred thirty two\nthousand eight hundred fifty nine and 20\/100's ($232,859.20).\n\n3.   LEASE CANCELLATION:\n\nIn addition to Lessee's right as defined in paragraph 3.2 of the Lease, if the\ncurrent Lessee of the Premises does not vacate the Premises by midnight August\n31, 1998, Lessee, at Lessee's option has a one time right to cancel the lease by\ngiving Lessor written notice within five (5) working days thereafter.\n\n\n\n   19\n\n4.   HOLD-OVER:\n\nShould the Commencement Date extend beyond October 1, 1998, Lessee does not\ncancel the Lease August 31, 1998 as defined in Article 3 herein, and the delay\nis not caused by Lessee (Article 3.2.2), Lessor agrees to pay Lessee's hold over\nrent surcharge for their current Premises located at 2225 E. Bayshore Road,\nFirst Floor, Palo Alto, effective October 1, 1998 defined as the difference of\n$4.50\/sq.ft. full service (hold-over rent) - $3.20\/sq.ft. full service\n(September 1998 current rent) = $1.30\/sq.ft. x 15,958 sq.ft. = $20,745.40\/month\nfor up to a total extended term of four (4) months (October 1, 1998- January 31,\n1999), as may be necessary.\n\n5.   OPERATING EXPENSES:\n\nLessee shall pay Lessee's share of the operating expense increase over Base\nYear, not to exceed 5% of the previous year's operating expenses.\n\n6.   NON-DISTURBANCE AGREEMENT:\n\nFor the sole benefit of Lessee and as a condition to the effectiveness of this\nLease, (which may be waived solely by Lessee), Lessor shall deliver to Lessee a\n\"non-disturbance agreement\", as defined herein, within ten (10) business days\nfollowing execution of this Lease by Lessor and Lessee.\n\nThis Lease is and shall be prior to any encumbrance now of record and any\nencumbrance recorded after the date of this Lease affecting the Premises and the\nLand. If, however, any lender requires that this Lease be subordinate to any\nsuch encumbrance, this Lease shall only be subordinate to that encumbrance if\nLessor first obtains from the lender a written agreement (\"non-disturbance\nagreement\") that provides substantially the following:\n\nAs long as Lessee performs its obligations under this Lease, no foreclosure of,\ndeed in lieu of foreclosure of, or sale under the encumbrance, and no steps or\nprocedures taken under the encumbrance, shall affect Lessee's rights under this\nLease.\n\nLessee shall attorn to any purchaser at any foreclosure sale, or to any grantee\nor transferee designated in any deed given in lieu of foreclosure. Lessee shall\nexecute the non-disturbance agreement and any other documents required by the\nlender to accomplish the purposes of this Paragraph 5.\n\n7.   SIGNAGE:\n\nLessor is pursuing monument signage approval by the city of Mountain View.\nExterior signage is subject to city approval and zoning restrictions.\n\nIf approved, Lessor grants Lessee, at Lessee's cost, the right to install\nLessee's sign according to Lessor's final exterior building signage program\napproved. Lessor, at Lessor's cost, shall provide the monument. Lessee, at\nLessee's cost, shall provide Lessee's signage on the monument.\n\nLessor, at Lessor's cost, shall provide the building lobby signage according to\nbuilding standards.\n\n\n   20\n\n8.   OPTION TO EXTEND:\n\nLessor grants Lessee one (1) three (3) year option to extend under the same\nterms and conditions as the underlying Lease, including rent, which shall be at\nthen Fair Market Value (FMV).\n\nLessee to notify Lessor, in writing, eight (8) months prior to the end of the\ninitial term, if Lessee is to exercise their option. Lessor to provide within\nthirty (30) days from receipt of Lessee's notification, the FMV for the\nPremises. Lessee shall have ten (10) working days thereafter to agree to proceed\nwith the option. If Lessee does not notify Lessor within this time, this option\nshall be null and void.\n\nFair Market Value (FMV) for Base Rental shall mean the \"fair market\" Base Rent\nat the time or times in question for the applicable space, based on the\nprevailing rentals then being charged to tenants in the Building and tenants in\nother office buildings in Mountain View, California of comparable size,\nlocation, quality and age as the Building for leases with terms equal to the\nExtension Period, taking into account the creditworthiness and financial\nstrength of the tenant, the financial guaranties provided by the tenant (if\nany), the value of market concessions (including the value of construction,\nrenovation, moving and other allowances or rent credits), the desirability,\nlocation in the building, size and quality of the space, tenant finish allowance\nand\/or tenant improvements, included services, operating expenses and tax and\nexpense stops or other escalation clauses, and brokerage commissions, for the\nspace in the Building for which Fair Market Base Rental is being determined and\nfor comparable space in the buildings which are being used for comparison. Fair\nMarket Base Rental shall also reflect the then prevailing rental structure for\ncomparable space and for comparable lease terms includes periodic rental\nadjustments or escalations, Fair Market Base Rental shall reflect such rental\nstructure.\n\n     (b) Lessor and Lessee shall endeavor to agree upon the Fair Market Base\nRental. If they are unable to so agree within thirty (30) days after receipt by\nLessor of Lessee's notice of exercise of the Extension Option, Lessor and Lessee\nshall mutually select a licensed real estate broker who is active in the leasing\nof office space in the general vicinity of the Property. Lessor shall submit\nLessor's determination of Fair Market Base Rental and Lessee shall submit\nLessee's determination of Fair Market Base Rental to such broker, at such time\nor times and in such manner as Lessor and Lessee shall agree (or as directed by\nthe broker if Lessor and Lessee do not promptly agree). The broker shall select\neither Lessor's or Lessee's determination as the Fair Market Base Rental, and\nsuch determination shall be binding on Lessor and Lessee. If Lessee's\ndetermination is selected as the Fair Market Base Rental, then Lessor shall bear\nall of the broker's cost and fees. If Lessor's determination is selected as the\nFair Market Base Rental, then Lessee shall bear all of the broker's cost and\nfees.\n\n     (c) In the event the Fair Market Base Rental for the Extension Period has\nnot been determined at such time as Lessee is obligated to pay Base Rent for the\nExtension Period, Lessee shall pay as Base Rent pending such determination, the\nBase Rent in effect for such space immediately prior to the Extension Period;\nprovided, that upon the determination of the applicable Fair Market Base Rental,\nany shortage of Base Rent paid, shall be paid to Lessor by Lessee.\n\n     (d) In no event shall the Base Rent during the Extension Period be less\nthan the Base Rent in effect immediately prior to the Extension Period.\n\n   21\n\n9.   TENANT IMPROVEMENTS:\n\nLessor shall provide the tenant improvements as defined in the attached Exhibit\nC documents according to building standard including the side lights in the new\nperimeter executive offices. Lessee, at Lessee's cost, shall be responsible for\nthe tenant improvement cost above the tenant improvement allowance of $205,464\nfor a total of $5,082.00, due and payable within thirty (30) days of Lessor\ninvoicing Lessee, but in no event due earlier than September 15, 1998.\n\n\n\nACKNOWLEDGED AND AGREED TO:\n\n\n\nLESSOR:\n\n\nASSET GROWTH PARTNERS, LTD.\n\n\nBy:     KH REALTY 3, INC.\n        General Partner\n\n\nBy:      \/s\/ Thomas J. Rees, Pres.              Date:      June 11, 1998\n        -----------------------------------               ---------------\n        Thomas J. Rees, President\n\nLESSEE:\n\nSAGENT TECHNOLOGY, INC.\n\n\nBy:      \/s\/ Kenneth C. Gardner                 Date:      June 9, 1998\n        -----------------------------------               ---------------\n        Kenneth C. Gardner\n\nIts:\n          President &amp; CEO\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8746],"corporate_contracts_industries":[9513],"corporate_contracts_types":[9583,9579],"class_list":["post-41756","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-sagent-technology-inc","corporate_contracts_industries-technology__software","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\/41756","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=41756"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41756"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41756"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41756"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}