{"id":41780,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1280-south-800-east-orem-ut-lease-bank-of-american-fork.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1280-south-800-east-orem-ut-lease-bank-of-american-fork","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/land\/1280-south-800-east-orem-ut-lease-bank-of-american-fork.html","title":{"rendered":"1280 South 800 East (Orem, UT) Lease &#8211; Bank of American Fork, Voxel Inc. and Caldera Systems Inc."},"content":{"rendered":"<pre>                       ASSIGNMENT AND EXTENSION OF LEASE\n\n     Agreement made this 6th day of October, 1999, between and among Voxel,\nInc., hereinafter referred to as Assignor, Caldera Systems, Inc., herein\nreferred to Assignee, and Bank of American Fork, hereinafter referred to as\nLandlord.\n\n                                    RECITALS\n\n     1.   Assignor entered into a Lease, as Tenant herein, on April 13, 1999,\nwith Landlord for a term of one year commencing May 1, 1999, and terminating\nApril 30, 2000.\n\n     2.   Assignor desires to assign, and Assignee desires to assume, the\nrights, duties and liabilities of Tenant thereunder and to extend the term of\nthe Lease for a period of three months, terminating on July 31, 2000.\n\n     3.   Pursuant to the terms of the Lease, Assignor may not assign its\nrights, duties and liabilities as Tenant under the Lease, nor may Assignee\nassume such Lease, without the express written consent of Landlord.\n\n     4.   Landlord is willing to consent to the assignment of the lease and to\nthe extension of the term thereof.\n\n     In consideration of the mutual covenants contained herein, the parties\nagree as follows:\n\n     Assignee shall assume all rights and duties required of Assignor under the\nLease including all payments required thereby and shall comply with all terms\nand conditions of the Lease.\n\n     Landlord consents to the assignment and transfer of the Lease, including\nall terms and conditions thereof, to Assignee and to the extension of the term\nof the Lease to July 31, 2000.\n\n   2\n\n     The Lease, originally scheduled to terminate on May 30, 2000, is hereby\nextended for an additional period of three months, to terminate on July 31,\n2000. The rent during the extension period of the Lease shall be in the same\namount and payable in the same manner as set forth in the Lease.\n\n     In witness whereof, the parties have executed this assignment and\nextension to the Lease the day and year first above written.\n\n                              VOXEL, INC., Assignor\n\n\n                              By:  \/s\/ PRESIDENT\/CEO\n                                   -----------------------------\n\n                              Its: President\/CEO\n                                   -----------------------------\n\n\n                              CALDERA SYSTEMS, INC., Assignee\n\n\n                              By:  \/s\/ RANSOM H. LOVE\n                                   -----------------------------\n\n                              Its: President\/CEO\n                                   -----------------------------\n\n\n                              BANK OF AMERICAN FORK, Landlord\n\n\n                              By:  \/s\/ PRESIDENT\n                                   -----------------------------\n\n                              Its: President\n                                   -----------------------------\n\n\n\n\n\n\n                                       2\n   3\n\n                              STANDARD OFFICE LEASE\n                              BANK OF AMERICAN FORK\n                               1280 SOUTH 800 EAST\n                                OREM, UTAH 84058\n\n      This Lease ('Lease') dated, for reference purposes only, April 13, 1999,\nis made by and between Bank of American Fork, ('Landlord') and VOXEL, INC.\n('Tenant'), with reference to certain office space in that certain office\nbuilding located at 1280 South 800 East in Orem, Utah (the 'Building'), which\nBuilding and associated improvements including certain parking facilities are\nlocated on the land described in Exhibit 'B' hereto (the 'Property').\n\n      In consideration of the rents and covenants hereinafter set forth,\nLandlord hereby leases to Tenant, and Tenant hereby rents from Landlord, the\nfollowing described Premises, upon the following terms and conditions:\n\nARTICLE 1 FUNDAMENTAL LEASE PROVISIONS\n\n      1.1   Fundamental Lease Provisions. Each reference in this Lease to the\n'Fundamental Lease Provisions' shall mean and refer to the following terms:\n\n            (a) Premises: That portion of the 2nd floor of the Building more\nfully shown on the Floor Plan attached hereto as Exhibit 'A' and more fully\ndefined in Article 2 which contains 6,780 square feet. In addition, basement\nspace which contains approximately 1,500 square feet as more fully shown on the\nFloor Plan attached hereto as Exhibit 'AA'.\n\n            (b)   Landlord's Address: Bank of American Fork\n                               P.O. Box 307\n                               33 East Main\n                               American Fork, Utah 84003\n\n            (c)   Tenant's Notice Address: VOXEL, INC.\n                                           Suite 200\n                                           1280 South 800 East\n                                           Orem, Utah 84097\n\n            (d)   Term Commencement Date:  May 1, 1999\n\n            (e)   Term: One (1) year &amp; 3 months on addendum\n\n            (f)   Basic Monthly Rent: 1st Year $10,000.00 per month\n\n            (g)   Tenant's Proportionate Share of Additional Operating Expenses:\n28 percent.\n\n            (h)   Tenant's Base Year: 1999\n\n   4\n            (i)   Parking Facilities: Subject to the provisions of Article 9,\nTenant shall have a non-exclusive license to use non-reserved parking spaces in\nthe parking area located on the Property (the 'Parking Facilities').\n\n            (j)   Security Deposit: $10,000.00.\n\n            (k)   Landlord's Broker: Clark Commercial c\/o Jim Clark.\n\nARTICLE 2 PREMISES\n\n      2.1   The Premises. The premises demised and leased hereunder (the\n'Premises') are shown on the Floor Plan attached hereto as Exhibits 'A' and 'AA'\nand incorporated herein by this reference.\n\n      2.2   Tenant's Right To Use In Common. Tenant shall have, as appurtenant\nto the Premises, rights to use in common, subject to reasonable rules of general\napplicability to tenants of the Building from time to time made by Landlord and\nof which Tenant is given notice, the following areas of the Building: the common\nlobbies, corridors, stairways and stairwells, restrooms, elevators, and common\nwalkways and driveways necessary for access to the Building (the 'Common\nAreas'). Tenant hereby agrees that Landlord shall have the right, for the\npurposes of accommodating the other tenants of the Building, to increase or\ndecrease the configuration and dimensions or to otherwise alter the common\ncorridors on any floor so long as Tenant's access to the Premises, restrooms,\nstairwells and elevators is not unreasonably restricted thereby.\n\n      2.3   No Warranty. Tenant agrees that neither Landlord nor any agent of\nLandlord has made any representation or warranty as to the suitability of the\nPremises for the conduct of Tenant's business, nor has Landlord agreed to\nundertake any modification, alteration or improvement to the Premises except as\nprovided in this Lease. Tenant further agrees that neither Landlord nor any\nagent of Landlord has made any representation or warranty with respect to the\nphysical condition of the Building, the land upon which it is erected, the\nParking Facilities, or the Premises, or the expenses of operation of the\nBuilding, the Parking Facilities, or the Premises, or any other matter or thing\naffecting or related to the Premises, except as herein expressly set forth, and\nno rights, easements or licenses are acquired by Tenant by implication or\notherwise except as expressly set forth in the provisions of this Lease. Except\nas set forth in this Lease, Tenant shall inspect the Parking Facilities, the\nBuilding and the Premises prior to the delivery of possession of the Premises\nand agrees to take the same 'as is', and acknowledges that the taking of\npossession of the Premises by Tenant shall be conclusive evidence that the\nPremises, the Building and the Parking Facilities were in good and satisfactory\ncondition at the time such possession was so taken. Tenant acknowledges and\nagrees that neither Landlord nor any agent of Landlord has made any\nrepresentation or warranty whatsoever or at all concerning (a) the safety of the\nPremises, the Building, the Common Areas, the Parking Facilities or of any part\nthereof, whether for the use of Tenant or any other person, including Tenant's\nemployees, agents, invitees, or customers, or (b) the existence or adequacy of\nany security system(s) which may be installed or used by\n\n                                        2\n\n   5\n\n\n\nLandlord. All understandings and agreements heretofore made between the parties\nhereto are merged in this Lease.\n\nARTICLE 3 TERM\n\n      3.1   COMMENCEMENT OF TERM AND DURATION. Tenant shall have and hold the\nPremises for a period (herein referred to as the 'term of this Lease' or 'the\nterm hereof') commencing on the date (the Commencement Date) which shall be May\n1, 1999.\n\n      3.2   DELIVERY OF PREMISES. Premises to be delivered to Tenant for\noccupancy on or before May 1, 1999.\n\n      3.3   EARLY ENTRY. Tenant may, at any time prior to the Term Commencement\nDate, at Tenant's sole risk, and without incurring any obligation to pay rent\nunder this Lease, enter upon the Premises and install therein such furniture,\ntrade fixtures, equipment and leasehold improvements, including but not limited\nto wall covering, floor covering and millwork, as Tenant may elect; provided\nhowever, that (a) Tenant shall not commence to do business within the Premises;\n(b) Tenant shall execute and deliver to Landlord an indemnity agreement in favor\nof Landlord in form and substance satisfactory to Landlord, prior to entry, (c)\nTenant shall deliver to Landlord evidence of insurance issued by an insurance\ncarrier approved in writing by Landlord, with coverage of the Premises as\nreasonably requested by Landlord, prior to entry, and (d) Tenant shall obtain in\nwriting Landlord's consent to such early entry, prior to entry. Such entry shall\nnot be deemed possession of the Premises by the Tenant for purposes of Sections\n3.1 or 4.1.\n\n      3.4   QUIET POSSESSION. Landlord covenants and agrees with Tenant that\nupon paying the Rent and other monetary sums due under this Lease, and\nperforming the covenants and conditions on the part of Tenant to be performed\nhereunder, Tenant shall quietly have, hold and enjoy the Premises during the\nterm of this Lease.\n\n      3.5   SURRENDER OF PREMISES. At the expiration or earlier termination of\nthis Lease, Tenant shall surrender to Landlord the Premises and all alterations\nand additions thereto in good order, repair and condition (except for ordinary\nwear and tear). Tenant shall remove all personal property and trade fixtures\nprior to the expiration of the term, including any signs, notices and displays\ninstalled by Tenant. Tenant shall perform all necessary restoration, including,\nwithout limitation, restoration made necessary by the removal of Tenant's\npersonal property and trade fixtures (or of any Alterations required to be\nremoved by Tenant pursuant to the provisions of Section 10.1 hereof) prior to\nthe expiration or earlier termination of this Lease. Landlord can elect to\nretain or dispose of, in any manner, any Alterations, Tenant's personal property\nor trade fixtures that Tenant does not remove from the Premises on expiration or\nearlier termination of the term as allowed or required by this Lease. Title to\nany such Alterations, Tenant's personal property or trade fixtures that Landlord\nelects to retain or dispose of on expiration of the term shall vest in Landlord.\nTenant waives all claims against Landlord for any damage to Tenant resulting\nfrom Landlord's retention or disposition of any such Alterations, Tenant's\npersonal\n\n                                       3\n   6\n\nproperty or trade fixtures. Tenant shall be liable to Landlord for Landlord's\ncosts for storing, removing and disposing of any Alterations, Tenant's personal\nproperty or trade fixtures and shall indemnify and hold Landlord harmless from\nthe claim of any third party to an interest in the personal property.\n\n      3.6   ACTION BY LANDLORD. No act or conduct of Landlord, including,\nwithout limitation, the acceptance of keys to the Premises, shall constitute an\nacceptance of the surrender of the Premises by Tenant before the expiration of\nthe term. Only a notice from Landlord to Tenant shall constitute acceptance of\nthe surrender of the Premises and accomplish a termination of the Lease.\n\n      3.7   HOLDING OVER. If Tenant holds over after the expiration or earlier\ntermination of the term hereof without the express written consent of Landlord,\nTenant shall become a tenant at will only, at a rental rate equal to one and one\nhalf times the immediately prior Rent, together with any additional rent, and\notherwise subject to the terms, covenants and conditions herein specified, so\nfar as applicable. Acceptance by Landlord of Rent after such expiration or\nearlier termination shall not constitute a holdover hereunder or result in a\nrenewal.\n\n      3.8   INDEMNIFICATION. If Tenant fails to surrender the Premises upon the\nexpiration of this Lease despite demand to do so by the Landlord, Tenant shall\nindemnify and hold Landlord harmless from any claim made by any succeeding\ntenant founded on or resulting from such failure to surrender. The provisions of\nthis Section 3.8 are in addition to and do not affect Landlord's right of\nre-entry or any rights of Landlord hereunder or as otherwise provided by law.\n\nARTICLE 4 RENT\n\n      4.1   BASIC RENT. Throughout the term of this Lease, Tenant shall pay as\nrent for the Premises the Basic Monthly Rent (sometimes referred to as 'Basic\nRent') set forth in the Fundamental Lease Provisions hereof. Basic Rent shall be\npayable in equal monthly installments in advance on the first day of each and\nevery calendar month, in full, without deduction, abatement or set-off. The\nmonthly payment for the first full month after the Commencement Date of the term\nof the Lease is to be made concurrently with the execution hereof. If the\nCommencement Date is other than the first day of a calendar month, then the\nBasic Rent payable hereunder shall be prorated on a daily basis, based on a 360\nday year, and the rent for such partial month following the Commencement Date\nshall be payable on the Commencement Date.\n\n      4.2   ADDITIONAL RENT FOR ADDITIONAL OPERATING EXPENSES. In addition to\nBasic Rent, Tenant shall pay each year during the term hereof additional rent in\nan amount equal to the amount by which 'Tenant's Proportionate Share' (as set\nforth in the Fundamental Lease Provisions hereof) of the 'Operating Expenses'\n(as defined below) for such year exceeds the Operating Expenses for the\n'Tenant's Base Year' (as set forth in the Fundamental Lease Provisions hereof),\nall in accordance with the following provisions:\n\n                                        4\n\n   7\n\n      (a)   DEFINITION OF OPERATING EXPENSES. The term 'Operating Expenses'\nshall be defined as those reasonable expenses incurred by Landlord with respect\nto the repair, alteration, improvement, replacement, operation, management and\nmaintenance of the Premises, the Building (including any vacant space and space\nleased to other tenants in the Building), the Common Areas and the Parking\nFacilities, in accordance with accepted principles of sound accounting practice\nas applied to the operation, management, maintenance and security of a\nfirst-class office building, which costs shall include, without limitation,\nutilities (except sub-metered or allocated utility charges billed separately to\nany tenant); elevators; plumbing; electrical; ventilating; heating;\nair-conditioning; roof; exterior walls; floor slabs; waste and refuse disposal;\nwater and sewer charges; repair and maintenance; landscaping services; costs of\njanitorial, window washing, security and other services and maintenance\ncontracts therefor; supplies, materials, equipment and tools; compensation and\nall fringe benefits, worker's compensation insurance premiums and payroll taxes\npaid to, for, or with respect to, all persons engaged in the operating,\nmaintaining, or cleaning of the Premises, the Building, the Common Areas and the\nParking Facilities; compliance with all environmental laws or laws relating to\n'Hazardous Substances' (as defined below) or any directive, regulation, order or\njudgment pursuant thereto; glass replacement; maintenance of ceiling\nlight-fixtures and replacement of light bulbs and tubes therefor; management\nfees at reasonable rates, not to exceed 5% of gross revenues, consistent with\nthe type of occupancy and the service rendered (applicable whether the Building\nis managed by Landlord or an affiliate of Landlord, or managed for Landlord by a\nproperty management company); amortization or rental of personal property used\nin maintenance or repair; all costs required by a governmental entity for energy\nconservation, life safety or other purposes or made by Landlord to reduce\noperating expenses; insurance, including fire and extended coverage, all risk\npublic liability and property damage, rental abatement insurance (including one\nyear's Basic Rent and property taxes for all tenants in the Building), war risk\ninsurance, earthquake insurance and such other insurance as may otherwise be\nrequired by the first mortgagee of the Building or by Landlord in the exercise\nof its discretion; the cost of any capital improvements made to the Building\nafter completion of its construction as a labor-saving device or to effect other\neconomies in the operation or maintenance of the Building, or made to the\nBuilding after the date of this lease that are required under any governmental\nlaw or regulation that was not applicable to the Building at the time that\npermits for the construction thereof were obtained, such costs to be amortized\nover such reasonable period as Landlord shall determine, together with interest\non the unamortized balance at a market rate; costs and upkeep of the Common\nAreas, including loading platforms, washrooms, lounges, shelters and other\nfacilities available for the common use of tenants, employees, invitees and the\npublic; gross receipts taxes (whether assessed against Landlord or assessed\nagainst Tenant, and collected by Landlord, or both); 'property taxes' as\nhereinafter defined, and all other charges directly related to the operation and\nmaintenance of the Premises, the Building and the Parking Facilities, but\nexcluding the cost of constructing any tenant improvements initially. Any of the\nservices which may be included in the computation of the Operating Expenses may\nbe performed by subsidiaries or affiliates of Landlord, provided that the\ncontracts for the performance of such services shall be competitive with similar\ncontracts and transactions with unaffiliated entities for the performance of\nsuch services in comparable buildings within the governmental jurisdiction\nwherein the Building is located.\n\n                                        5\n\n   8\n     (b)  DEFINITION OF PROPERTY TAXES. As used herein, the term 'property\ntaxes' shall include any form of assessment, license fee, license tax, business\nlicense fee, commercial rental tax, levy, charge, penalty tax or similar\nimposition, imposed by any authority having the direct power to tax, including\nany city, county, state or federal government, or any school, agricultural,\nlighting, drainage or other improvement or special assessment district thereof,\nas against any legal or equitable interest of Landlord in the Building and\nParking Facilities or any interest in leasehold improvements which is taxed to\nLandlord and not to a specific tenant, but excluding Landlord's income taxes or\ncorporate franchise taxes whether fixed or levied on net income. Landlord shall\nhave the right in its discretion to contest the amount or validity of any\nproperty taxes by appropriate legal proceedings and to include in the Operating\nExpenses the reasonable cost of any such contest, including attorneys' fees.\n\n     (c)  ALLOCATION OF OPERATING EXPENSES. Landlord shall pay that portion of\nTenant's Proportionate Share of the Operating Expenses for each year during the\nterm hereof which is equal to the Operating Expenses for Tenant's Base Year. The\nBasic Rent is established on the basis that Landlord shall pay only such amount\nin connection with the Operating Expenses and that Tenant will reimburse\nLandlord to the extent that Tenant's Proportionate Share of the Operating\nExpenses for any year exceed the Operating Expenses for Tenant's Base Year and\non the basis that the Basic Rent shall never be decreased if Tenant's\nProportionate Share of the actual Operating Expenses for any year is less than\nthe Operating Expenses for Tenant's Base Year. Therefore, if Tenant's\nProportionate Share of the Operating Expenses for any year shall be greater\nthan the Operating Expenses for Tenant's Base Year, then Tenant shall pay as\nadditional rent during such year an amount equal to the difference between\nTenant's Proportionate Share of the Operating Expenses for such year and the\nOperating Expenses for Tenant's Base Year, all in accordance with the\nprovisions of Section 4.2(d).\n\n     (d)  DETERMINATION OF OPERATING EXPENSES. From time to time during the\nterm of this Lease, Landlord shall furnish to Tenant a written statement\nshowing in reasonable detail Landlord's reasonable estimate of the Operating\nExpenses for the calendar year in question (the 'Estimated Costs Statement').\nTenant shall pay to Landlord monthly with installments of Basic Rent\none-twelfth (1\/12) of Tenant's Proportionate Share of Operating Expenses as\nshown on the last Estimated Costs Statement provided by Landlord to Tenant to\nthe extent that Tenant's Proportionate Share of such Operating Expenses exceeds\nthe Operating Expenses for Tenant's Base Year. Within a reasonable time after\nthe expiration of a calendar year ending during the term of this Lease or\nending immediately after the end of the term of this Lease, Landlord shall\nfurnish Tenant with a written statement showing in reasonable detail the actual\nOperating Expenses for the preceding calendar year. Within 30 days after the\ndelivery of the statement showing actual Operating Expenses, Tenant shall pay\nto Landlord the amount by which Tenant's Proportionate Share of actual\nOperating Expenses, less an amount equal to Operating Expenses for Tenant's\nBase Year, exceeds the amount of additional rent actually paid by Tenant toward\nthe Operating Expenses for the calendar year in question. Such payment by Tenant\nshall be made, notwithstanding that the statement of actual Operating Expenses\nshall be furnished to Tenant after the expiration of the term. If the\nstatement of actual Operating Expenses indicates that the amount of additional\nrent actually paid by Tenant toward Operating Expenses for the relevant calendar\n\n\n                                       6\n   9\nyear exceeds Tenant's Proportionate Share of Operating Expenses, less an amount\nequal to Operating Expenses for Tenant's Base Year, Landlord shall pay the\namount of such excess additional rent paid to Tenant. No failure by Landlord to\nprovide any statements described in this paragraph or to require the payment of\nTenant's Proportionate Share of Operating Expenses for any period shall\nconstitute a waiver of Landlord's right to collect such amount for such period.\n\n      (e)   ADJUSTMENTS IF BUILDING NOT FULLY OCCUPIED. Notwithstanding any\nother provision herein to the contrary, it is agreed that in the event less than\n90% of all rentable areas of the Building are occupied or are provided with\nBuilding standard services during any calendar year (on average), an equitable\nadjustment shall be made in computing each component of the Operating Expenses\nfor such year so that Operating Expenses shall be computed for such year as\nthough 90% of all rentable areas of the Building had been fully occupied during\nsuch year and as though 90% of all rentable areas of the Building had been\nprovided with Building standard services during such year.\n\n      4.3   DELETED.\n\n      4.4   PERSONAL PROPERTY AND LEASEHOLD IMPROVEMENT TAXES. Tenant hereby\nagrees to pay all taxes which may be levied with respect to Tenant's personal\nproperty and trade fixtures located upon the Premises. Tenant agrees to use its\nbest efforts to cause such personal property and trade fixtures to be taxed or\nassessed separately from the Premises and not as a lien thereon. If leasehold\nimprovements are made to the Premises (including any Tenant improvement\ninstalled prior to the commencement of the term hereof and subsequent Tenant\nalterations, additions, substitutions and improvements, but not including the\noriginal tenant improvements constructed pursuant to the provisions of Section\n5.1 below), and such improvements are used by a taxing authority in the\ncalculating of any property tax payable by Landlord, Tenant shall pay the\nproperty taxes attributable to such leasehold improvements throughout the term\nof this Lease within 30 days after being billed therefor by Landlord. Tenant\nagrees to give to Landlord copies of all contracts for such leasehold\nimprovements within ten days of the execution of such contracts. Landlord shall\nuse those materials available to it (including the working papers of the taxing\nauthority) to determine the amount of taxes allocable to such leasehold\nimprovements and will calculate Tenant's bill for such taxes accordingly.\n\n      4.5   TENANT'S PAYMENT OF ADDITIONAL RENT. Except as otherwise\nspecifically provided herein, any sum, amount, item or charge designated or\nconsidered as additional rent in this Lease or any other sum, amount, item or\ncharge payable by Tenant to Landlord pursuant to this Lease (all of which sums\ntogether with Basic Rent are sometimes referred to in this Lease as 'Rent')\nshall be paid by Tenant to Landlord on the first day of the month following the\ndate on which Landlord notifies Tenant of the amount payable or on the tenth day\nafter the giving of such notice, whichever shall be later. Any such notice shall\nspecify in reasonable detail the basis of such additional Rent. Additional Rent\nshall be paid by Tenant to Landlord without offset or deduction.\n\n      4.6   LATE CHARGES. Tenant hereby acknowledges that late payment by Tenant\nto Landlord of Rent and other sums due hereunder will cause Landlord to incur\ncosts not\n\n                                        7\n\n\n   10\ncontemplated by this Lease, the exact amount of which will be extremely\ndifficult to ascertain. Such costs include, but are not limited to, processing\nand accounting charges and late charges which may be imposed on Landlord by the\nterms of any trust deed covering the Premises. Accordingly, if any installment\nof Rent or other sum due from Tenant shall not be received by Landlord or\nLandlord's designee within five days after such amount shall be due, Tenant\nshall pay to Landlord a late charge equal to five percent (5%) of such overdue\namount, or a minimum of $250.00, whichever is greater. The parties hereby agree\nthat such late charge by Landlord shall in no event constitute a waiver of\nTenant's default with respect to such overdue amount, nor prevent Landlord from\nexercising any of the other rights and remedies granted by law or equity or\npursuant to this Lease.\n\n      4.7   SECURITY DEPOSIT. Concurrently with Tenant's execution of this\nLease, Tenant shall deposit with Landlord the amount of the security deposit as\nset forth in the Fundamental Lease Provisions hereof. The sum shall be held by\nLandlord as a security deposit for the faithful performance by Tenant of all of\nthe terms, covenants and conditions of this Lease, including but not limited to\nthe provisions relating to the payment of Rent and payment of any other amount\nrequired to be paid by Tenant under this Lease or which Landlord may spend by\nreason of Tenant's default or to compensate Landlord for any other loss or\ndamage which Landlord may suffer by reason of Tenant's default. If any portion\nof the deposit is so used or applied, Tenant shall within ten days after written\ndemand therefor, deposit the original amount with Landlord. Tenant's failure to\nso do shall be a material breach of this Lease. Landlord shall not be required\nto keep this security deposit separate from its general funds, and Tenant shall\nnot be entitled to interest on such deposit. If Tenant shall fully and\nfaithfully perform every provision of this Lease to be performed by it, the\nsecurity deposit or any balance thereof shall be returned to Tenant (or, at\nLandlord's option, to the last assignee of Tenant's interests hereunder) at the\nexpiration of the Lease term and after Tenant has vacated the Premises.\n\n      4.8   RECEIPT OF PAYMENTS. The receipt and acceptance by Landlord of\ndelinquent Rent or a portion of the Rent or other payment due shall not\nconstitute a waiver of the delinquency of the remaining portion of the Rent or\nother payment due or a waiver of any other default, and shall not constitute\nwaiver of the right to command a late charge with respect to such payment.\n\n      4.9   PAYMENTS FROM TENANT. Any rental payments or other sums received\nfrom Tenant or any other person in connection with this Lease shall be\nconclusively presumed to have been paid by Tenant or on Tenant's behalf, unless\n(a) Landlord has been given prior written notice to the contrary by Tenant, and\n(b) Landlord has consented to payment of such sums by such person other than\nTenant. In no event shall the foregoing be construed as requiring Landlord to\naccept any rental payments or other sums from any person other than Tenant.\n\n  ARTICLE 5 PREMISES IN 'AS IS' CONDITION\n\n      5.1   LANDLORD'S WORK. The Premises shall be leased 'as is'.\n\n                                        8\n\n\n   11\n      5.2   TENANT DELAYS. Deleted\n\n      5.3   EXCESS COSTS. Deleted\n\nARTICLE 6 USE OF THE PREMISES\n\n      6.1   PERMITTED USE. Tenant shall use the Premises solely for general\noffice purposes. Not withstanding the foregoing, the Premises shall not be used\nfor title Company purposes nor for medical or dental offices. The general office\nspace may be used for sale and display of holograms and basement space may be\nused for storage. Provided, however, in accordance with the provisions of\nArticle 17, no Hazardous Substances, as defined in Article 17, may be brought\nupon or kept or used in or about the Premises or the Building by the Tenant.\n\n      6.1(a) EXCLUSIVE USE. Deleted\n\n      6.2   EFFECT OF USE ON INSURANCE. Tenant shall not do or permit anything\nto be done in or about the Premises nor bring or keep anything therein which\nwill in any way increase the existing rate or affect any fire or other\ninsurance upon the Building or any of its contents, or cause a cancellation of\nthe insurance policy covering the Building or any part thereof or any of its\ncontents, nor shall Tenant sell or permit to be kept, used or sold in or about\nsaid Premises any articles which may be prohibited by a standard form policy of\ninsurance. Without limitation upon Landlord's remedies for Tenant's breach of\nthis covenant, Tenant shall promptly upon demand reimburse Landlord for any\nadditional premium charged upon such policy by reason of Tenant's failure to\ncomply with the provisions of this Article.\n\n      6.3   PROHIBITED USES. In addition to those uses prohibited in section 6.l\nabove, Tenant shall not do or permit anything to be done in or about the\nPremises which will in any way obstruct or interfere with the rights of any\nother tenants of the Building or injure or annoy them, nor shall Tenant cause,\nmaintain or permit any nuisance in, on or about the Premises. Tenant shall not\ncommit or suffer to be committed any waste in or upon the Premises.\n\n      6.4   RULES AND REGULATIONS. The Rules and Regulations attached to this\nLease as Exhibit 'E', as well as such reasonable rules and regulations as may be\nhereafter adopted by Landlord for the safety, care, utilization and cleanliness\nof the Premises, the Building, the Common Areas and the Parking Facilities, and\nthe preservation of good order thereon (the 'Rules and Regulations'), are hereby\nexpressly made a part hereof, and Tenant agrees to comply with such rules and\nregulations and the violation of any of them shall constitute a default by\nTenant under this Lease. If there is a conflict between the Rules and\nRegulations and any of the provisions of this Lease, the provisions of this\nLease shall prevail. Landlord shall not be responsible to Tenant for the\nnonperformance by any other tenant or occupant of the Building of any of said\nRules and Regulations.\n\n                                        9\n\n   12\n\n      6.5   SAFETY. Tenant shall keep the Premises equipped with all safety\nappliances required by law or ordinance or any other regulation of any public\nauthority because of any use made by Tenant. Tenant shall procure all licenses\nand permits so required because of such use and, if requested by Landlord, shall\ndo any work so required because of such use, it being understood that the\nforegoing provisions shall not be construed to broaden in any way the uses on\nthe Premises permitted under this Lease.\n\n      6.6   NO ILLEGAL USE. Tenant shall not use the Premises in any way, or\npermit anything to be done in or about the Premises, which will conflict with\nlaw, ordinance or governmental rule or regulation or requirement of duly\nconstituted public authorities now in force or which may hereafter be enacted or\npromulgated. Tenant shall at its sole cost and expense promptly comply with all\nlaws, statutes, ordinances and governmental rules, regulations or requirements\nnow in force or which may hereafter be in force and the requirements of any\nboard of fire underwriters or other similar body now or hereafter constituted\nrelating to or affecting the condition, use or occupancy of the Premises.\n\nARTICLE 7 SERVICE AND UTILITIES\n\n      7.1   LANDLORD'S OBLIGATIONS. Subject to Article 4 and Section 7.3 hereof,\nand subject to the Rules and Regulations and subject to governmental regulation,\nLandlord agrees to make available to the Premises water and electricity suitable\nfor the intended use of the Premises, and heat and air conditioning required in\nLandlord's reasonable judgment for the comfortable use and occupancy of the\nPremises, trash removal and exterior window washing customary for similar\nbuildings in the geographical area. Landlord shall also provide janitorial\nservice for the Common Areas only and also maintain and keep lighted the common\nstairs, entries and toilet rooms in the Building.\n\n      7.2   INTERRUPTION OF SERVICES. Landlord shall not be in default hereunder\nor be liable for any damages directly or indirectly resulting from, nor shall\nthe Rent herein reserved be abated by reason of (a) the installation, use or\ninterruption of use of any equipment in connection with the furnishing of any of\nthe foregoing utilities and services unless due to Landlord's gross negligence,\n(b) failure or delay in furnishing any such utilities or services when such\nfailure or delay is caused by Acts of God or the elements, the making of\nreasonable repairs or improvements to the Premises or to the Building, labor\ndisturbances of any character, or any other accidents or conditions beyond the\nreasonable control of Landlord, or (c) the limitation, curtailment, rationing or\nrestriction on use of water or electricity, gas or any other form of energy or\nany other service or utility whatsoever serving the Premises or the Building.\nFurthermore, Landlord shall be entitled to cooperate voluntarily with the\nefforts of national, state or local governmental agencies or utilities suppliers\nin reducing energy or other resources consumption.\n\n      7.3   TENANT'S OBLIGATIONS. Tenant shall pay for, prior to delinquency,\nall telephone and all other materials and services not expressly required to be\nprovided by Landlord, which may be furnished to or used in, on or about the\nPremises during the term of this Lease. Tenant shall also\n\n                                       10\n\n   13\npay, prior to delinquency, all charges and fees required to be paid by Tenant by\nthe Rules and Regulations. Notwithstanding any contrary provision of this\nArticle, Tenant agrees to bear the cost of no less than that portion of the\nservices provided by Landlord described in Section 7.1 which clearly reflects\nthe use by Tenant of the Premises and the services provided by Landlord with\nrespect thereto, such as computer utility costs and unusual electricity, air\nconditioning, heat or water requirements, and Landlord may, in its sole\ndiscretion, increase or decrease, from time to time during the term of this\nLease, the portion of such cost of such services to be paid by Tenant in\naddition to Tenant's Proportionate Share of Operating Expenses. Landlord may,\nbut shall have no obligation to, install (a) at Tenant's cost, separate meters\nto measure the consumption by Tenant of utility resources including but not\nlimited to, electricity, or (b) meters to measure such utility resource\nconsumption by two or more tenants, the prorate share of Tenant and each such\nother tenant(s) for both installation and resource usage to be equitably\ndetermined by Landlord. Tenant shall not, without the written consent of\nLandlord, use any apparatus or device in the Premises, including without\nlimitation, electronic data processing machines, punch card machines, and\nmachines using excess lighting or using current in excess of 120 volts, which\nwill in any way increase the amount of electricity or water usually furnished or\nsupplied for use of the Premises as general office space; nor connect with\nelectric current, except through existing electrical outlets in the Premises, or\nwater pipes, any apparatus or device for the purposes of using electrical\ncurrent or water. If Tenant shall require water or electric current or any other\nresource in excess of that usually furnished or supplied for use of the Premises\nas general office space, Tenant shall first procure the consent of Landlord\nwhich Landlord may refuse, to the use thereof. The cost of any electrical or\nother distribution equipment above the scope of Landlord's responsibility set\nforth in Exhibit 'C' and of installation, maintenance, and repair thereof\nshall be paid for by Tenant; space for electrical or other distribution\nequipment (including but not limited to electrical panels, switches, feeders,\nsub-feeders and transformers) shall be provided in the Premises as required by\ncode and good space planning procedures, as determined by Landlord. Tenant\nagrees to pay Landlord promptly upon demand by Landlord for all such water,\nelectric current or other resource consumed, as shown by any meters, at the\nrates charged by the local public utilities furnishing the same, plus any\nadditional expense incurred in keeping account of the water, electric current or\nother resource so consumed. Tenant shall be responsible, at Tenant's sole cost,\nfor finding space within the Premises for, Tenant's telephone system and\nequipment, and Tenant acknowledges that use by Tenant of any common telephone\nboard, room or closet shall be at Landlord's sole discretion. Any sums payable\npursuant to the foregoing provisions of this Section 7.3 shall be considered\nadditional rent and may be added to any installment of rent thereafter becoming\ndue, and Landlord shall have the same remedies for a default in payment of such\nsum as for a default in the payment of rent. Tenant shall also provide and pay\nfor janitorial services and interior window washing for the Premises.\n\n      7.4   LOBBY DIRECTORY. The ground-level floor of the Building shall\ninclude a directory of the Building where Tenant names shall be listed as\ndetermined by Landlord from time to time. To the extent Landlord deems\nreasonable, Landlord shall accommodate the listing of as many as possible of the\nnames of executive employees at the Premises.\n\n\n                                       11\n   14\n\nARTICLE 8 MAINTENANCE AND REPAIRS\n\n      8.1   LANDLORD'S OBLIGATIONS. Except as otherwise provided in Section 8.2\nbelow, Landlord shall make such repairs to the roof, exterior walls, floor\nslabs, Building mechanical and electrical systems (including all plumbing,\npipes, fixtures, electrical wiring, breakers and switches, and heating,\nventilating and air conditioning equipment) and the Common Area and the Parking\nFacilities, as may be necessary to keep them in serviceable condition. Tenant\nhereby waives the right to make repairs at Landlord's expense under the\nprovisions of any applicable laws. Any maintenance or repair of Building\nmechanical and electrical systems required by reason of damage or misuse by\nTenant or its employees, agents or invitees shall be made by Landlord and may be\nbilled to Tenant as additional rent under Article 4 of this Lease.\n\n      8.2   TENANT'S OBLIGATIONS.\n\n      (a)   Tenant shall maintain the Premises at Tenant's sole cost and expense\nin good order, condition and repair. The Tenant's obligation under this\nparagraph shall extend to the interior surfaces of the ceilings, walls and\nfloors located within the Premises, all surfaces of all doors, door frames,\nwindows and glass within the Premises or separating the Premises from the\nCommon Areas, all plumbing, pipes, fixtures, electrical wiring, breakers and\nswitches, servicing the Premises exclusively (but only to the extent maintenance\nor repair is required by damage or misuse as distinguished from ordinary wear\nand tear), any heating, ventilating and air conditioning equipment servicing the\nPremises exclusively (but only to the extent maintenance or repair is required\nby damage or misuse as distinguished from ordinary wear and tear), all tenant\nimprovements and fixtures, and any equipment installed by or at the expense of\nTenant.\n\n      (b)   Tenant agrees to repair any damage to the Premises or the Building\ncaused by or in connection with (i) the moving by Tenant or, its employee or\nagents into the Premises, (ii) the use of the Premises or portions of the\nBuilding by Tenant or its employees, agents or invitees, or (iii) the removal of\nany articles of personal property, business or trade fixtures, machinery,\nequipment, cabinetwork, furniture, movable partition or permanent improvements\nor additions, including without limitation thereto, repairing the floor and\npatching and painting the walls where required by Landlord to Landlord's\nreasonable satisfaction, all at the Tenant's sole cost and expense. Tenant\nagrees to give Landlord notice of any damage and Landlord shall have the right\nto repair the damage at Tenant's expense or to supervise Tenant's repair of the\ndamage.\n\n      (c)   In the event Tenant fails to maintain the Premises in good order,\ncondition and repair, or to repair damage as provided above, Landlord may (but\nshall not be obligated to) give Tenant notice to do such acts as are reasonably\nrequired to so maintain the Premises. In the event that after such notice Tenant\nshall fail to promptly commence such work and diligently prosecute it to\ncompletion, then Landlord shall have the right to do such acts and expend such\nfunds at the expense of Tenant as are reasonably required to perform such work.\nAny amount so expended by Landlord shall be paid by Tenant promptly after demand\nwith interest from the date of such work.\n\n                                       12\n\n   15\n\nARTICLE 9 PARKING\n\n      9.1   USE OF PARKING. During the term of this Lease, Tenant shall be\nassigned 27 parking stalls in the parking area located on the Property which\nmay, at Landlord's option, be designated by Landlord as stalls reserved for\nTenant or its employees or invitees, provided, however, that no less than 2.5%\nof such stalls shall be designated as parking for Tenant's invitees. The 25%\ninvitee stalls may be used for parking by Tenant or its employees unless in\nLandlord's sole determination, such use results in Tenant's invitees use of\nother parking stalls which adversely impacts other tenant assigned parking\nspace. If Landlord makes such determination, Landlord will give Tenant written\nnotice of such determination and Tenant shall immediately cease using Tenant\ninvitee stalls for Tenant or Tenant's employee parking. Parking stalls may be\nreserved for any other tenants based upon 4 parking stalls for each 1,000 square\nfeet of space rented by such other tenants under the same conditions as\nhereinabove set forth for Tenant. In the event that parking stalls are\ndesignated or reserved for exclusive use by other tenants or their employees and\ninvitees, such parking stalls shall not be available for parking by Tenant or\nits employees or invitees. Landlord further reserves the right to designate\nnon-assigned parking stalls for patrons of the Building. Such parking stalls\nshall not be available for parking by Tenant or its employees and shall be used\nfor patrons of the Building on a first-come, first-serve basis.\n\n      9.2   EMPLOYEE PARKING. Tenant acknowledges that its employees and the\nemployees of other tenants of Landlord within the Building shall not be entitled\nto the use of parking spaces in the parking area located on the Property which\nmay from time to time be designated for patrons of the Building. Landlord may\ndesignate the location of all stalls designated for employee parking and for\ninvitee parking. Landlord shall have the right to change the location of such\ndesignated parking stalls from time to time. Tenant and its employees shall park\ntheir cars only in those portions of the parking area, if any, designated by\nLandlord for the purpose of employee parking.\n\n      9.3   SUITABLE. Tenant acknowledges that neither Landlord nor any agent of\nLandlord has made any representation or warranty as to the suitability of the\nparking area for the conduct of Tenant's business.\n\n      9.4   LANDLORD CONTROL. Landlord shall have certain rights and authority\nrelative to the use and control of the parking areas, including, without\nlimitation, the right to rearrange the parking spaces and improvements in the\nparking area, to take all or any portion of the parking area for the purpose of\nmaintaining, repairing or restoring same, or for any other purpose, and to do\nand perform such other acts in, to and with respect to the parking area at the\nsole discretion of Landlord.\n\n  ARTICLE 10 ALTERATIONS AND ADDITIONS\n\n      10.1  CONSENT. Tenant shall not, without Landlord's prior written consent,\nwhich consent shall not be unreasonable withheld, make any alterations,\ndecorations, improvements, or additions\n\n                                       13\n\n   16\n\n(hereinafter collectively 'Alterations'), in, to or about the Premises. If,\nprior to the termination of this Lease, or within 15 days thereafter, Landlord\nso directs by written notice to Tenant, Tenant shall, prior to termination or\nwithin ten days after receipt of such notice (whichever is later), remove any\nAlterations which were placed in or on the Premises by Tenant and which are\ndesignated in such notice, and shall repair any damage occasioned by such\nremoval and in default thereof Landlord may effect any removals and repairs at\nTenant's expense.\n\n      10.2  PLANS REQUIRED. Any Alterations in or about the Premises that Tenant\nshall desire to make shall be presented to Landlord in written form, with\nproposed detailed plans. If Landlord shall give its consent, the consent shall\nbe deemed conditioned upon Tenant acquiring a permit to do the work from\nappropriate governmental agencies, the furnishing of a copy of such permit to\nLandlord prior to the commencement of the work, and the compliance by Tenant\nwith all conditions of the permit in a prompt and expeditious manner. Landlord\nmay, as a condition to its consent to any Alterations, require Tenant to provide\nLandlord, at Tenant's sole cost and expense, a performance and\/or payment bond\nor a lien and completion bond in an amount equal to one and one-half (1\/l\/2)\ntimes the estimated cost of the Alterations, to insure Landlord that Alterations\nshall be completed satisfactorily to Landlord. In performing the work of any\nsuch Alterations, Tenant agrees to use a bondable contractor, which contractor\nshall be either (a) one of the contractors set forth in a listing of approved\ncontractors prepared by Landlord or (b) if not set forth on such a listing,\napproved by Landlord in writing prior to the commencement of Tenant's work.\n\n      10.3  ATTACH TO PREMISES. Unless Landlord requires their removal as set\nforth above, all Alterations shall become the property of Landlord and remain\nupon and be surrendered with the Premises at the expiration of the term or\nearlier termination of this Lease.\n\n      10.4  PERFORMANCE. Tenant shall construct Alterations in a good and\nworkmanlike manner and shall diligently prosecute such construction to\ncompletion, to the end that the improvements on the Premises shall at all times\nbe a complete unit except during the period of work. Tenant shall have the work\nperformed in such a manner so as not to (a) obstruct the access of any other\ntenant in the Building, (b) interfere with the rights of quiet enjoyment of the\npremises of the other tenants in the Building, or (c) damage any portion of the\nBuilding, including the Common Areas.\n\n      10.5  COMPLIANCE. Any Alterations shall be performed and done strictly in\naccordance with the laws and ordinances relating thereto, and with the\nrequirements of all carriers of insurance on the Premises and on the Building,\nand the Board of Underwriters, Fire Rating Bureau, or similar organization.\n\n      10.6  NOTICE OF WORK. Before commencing any such work or construction in\nor about the Premises, Tenant shall notify Landlord in writing at least ten days\nprior to the expected date of commencement thereof. Landlord shall have the\nright at any time and from time to time to post and maintain on the Premises\nsuch notices as Landlord deems necessary to protect the Premises and Landlord\nfrom the liens of mechanics, laborers, materialmen, suppliers or vendors.\n\n                                       14\n\n   17\n\n      10.7  ALTERATIONS NOT COVERED BY INSURANCE. In the event that any\nAlterations are constructed pursuant to the terms and provisions of this\nArticle, Tenant agrees to carry such insurance as required by Article 13 below\ncovering any such Alterations, it being expressly understood and agreed that\nnone of such Alterations shall be insured by Landlord under such insurance as it\nmay carry upon the Building, nor shall Landlord be required under any provisions\nof reconstruction of the Premises to reinstall any such Alterations.\n\n      10.8  MECHANICS' LIENS NOT PERMITTED. Tenant hereby agrees that it will\npay or cause to be paid all costs for work done by it or caused to be done by it\non the Premises. Tenant shall not permit any mechanics', laborers',\nmaterialmen's or similar liens on account of work done by Tenant or persons\nclaiming under it to be filed against the Building, nor against Tenant's\nleasehold interest in the Premises. If Tenant shall desire to contest any claim\nof lien, it shall furnish Landlord adequate security of the value or in the\namount of the claim, plus estimated costs and interest, or a bond of a\nresponsible corporate surety acceptable to Landlord in such amount as is\nnecessary to release the lien; provided, however, if a final judgment\nestablishing the validity or existence of a lien for any amount is entered,\nTenant shall pay and satisfy the same at once. Landlord shall have the right at\nall reasonable times to post and keep posted on the Premises any notices which\nit deem's necessary for protection from such liens.\n\n      10.9  LANDLORD'S RIGHT TO CAUSE RELEASE. Subject to Section 10.8 above, if\nany such liens are filed, Landlord may, without waiving its rights and remedies\nbased on such breach of Tenant and without releasing Tenant from any of its\nobligations, cause such liens to be released by any means it shall deem proper,\nincluding payment and satisfaction of the claim giving rise to such lien. Tenant\nshall pay to Landlord at once, upon notice by Landlord, any sum paid by Landlord\nto remove such liens, together with interest.\n\nARTICLE 11 RIGHTS RESERVED TO LANDLORD\n\n      11.1  RIGHT OF ENTRY. Landlord reserves to itself and shall at any and all\ntimes have the right to enter the Premises to inspect the same or to perform any\nobligation of Tenant hereunder which Tenant has failed to perform\nsatisfactorily, to display the Premises to prospective purchasers or tenants, to\npost and maintain notices of nonresponsibility, or any other notice, deemed\nnecessary by Landlord for the protection of its interest, to maintain or repair\nthe Premises or to alter, improve, maintain or repair any other portion of the\nBuilding, specifically including its mechanical, electrical and telephone\nsystems, all without being deemed guilty of any eviction of Tenant and without\nabatement of Rent, and may, in order to carry out such purposes, erect\nscaffolding and other necessary structures where reasonably required by the\ncharacter of the work to be performed as well as keep and store upon the\nPremises all tools, materials and equipment necessary for such purposes,\nprovided that the business of Tenant shall not be unreasonably interfered with\nor disrupted. The right of entry provided in this Section may be exercised\nthrough agents or contractors engaged by Landlord, specifically including\ncontractors who will be responsible to maintain and repair the Building's\nmechanical electrical and telephone systems. For each of the aforesaid purposes,\nLandlord shall at all times have and retain a key with which to\n\n                                       15\n\n   18\nunlock all of the doors in, upon and about the Premises, excluding Tenant's\nvaults and safes, and Landlord shall have the right to use any and all means\nwhich Landlord may deem proper to open such doors in an emergency in order to\nobtain entry to the Premises. Notwithstanding any contrary provision of this\nSection 11.1, Landlord shall not enter the Premises during business hours\nwithout the consent of Tenant, which consent shall not be unreasonably withheld,\nexcept Landlord shall have the immediate right of entry at any time in an\nemergency.\n\n      11.2  BUILDING NAME CHANGE. Landlord reserves to itself and shall at any\nand all times have the right to change the name or street address of the\nPremises or the Building.\n\n      11.3  SIGNS. Landlord reserves to itself and shall at any and all times\nhave the right to install and maintain signs on the exterior and interior of the\nBuilding, except within the Premises.\n\n      11.3a Tenant shall have the right to install signs at locations designated\nby Landlord within the Premises. In addition, Tenant shall have the right to\ninstall, at Tenant's sole expense, a sign on the exterior sign pedestal of the\nBuilding located at the southeast comer of the Bank drive-up canopy. Tenant\nagrees to submit plans for such sign to the Landlord for its approval at least\nfifteen (15) days before installation. Such signage shall be compatible with\nother Building signage. Landlord's approval shall not be unreasonably withheld.\nTenant shall reimburse Landlord for all costs of maintenance and repair of such\nsign.\n\n      11.4  REMODELING. Landlord reserves to itself and shall at any and all\ntimes have the right to decorate, remodel, alter or otherwise repair the\nPremises for reoccupancy during the last six months of the term hereof if Tenant\nhas vacated the Premises, or any time after Tenant abandons the Premises.\n\n      11.5  WORK IN OR NEAR BUILDING. Landlord reserves to itself and shall at\nany and all times have the right to do or permit to be done any work in or about\nthe exterior of the Building.\n\n      11.6  BUSINESS IN BUILDING. Landlord reserves to itself and shall at any\nand all times have the right to grant to anyone the exclusive right to conduct\nany business or render any service in the Building, provided such exclusive\nright shall not operate to exclude Tenant from the use expressly permitted by\nthis Lease.\n\n      11.7  OTHER TENANCIES. Landlord reserves to itself and shall at any and\nall times have the right to effect such other tenancies in the Building as\nLandlord in the exercise of its sole business judgment shall determine to best\npromote the interest of the Building. Tenant does not rely on the fact nor does\nLandlord represent that any specific tenant or number of tenants shall during\nthe term of this Lease occupy any space in the Building.\n\n      11.8  RIGHT TO OBTAIN TENANT ESTOPPEL CERTIFICATE. Within five days after\nwritten request therefor from Landlord, Tenant shall execute and deliver to\nLandlord a statement as Landlord may reasonably request, or as a prospective\npurchaser or encumbrancer of the Building\n\n                                       16\n\n\n   19\nmay request (a) certifying that this Lease is in full force and effect, without\nmodification (or if modified, stating the nature of such modification and\ncertifying that this Lease, as so modified is in full force and effect) and the\ndate to which the rent and other charges are paid in advance, if any, (b)\nacknowledging that there are not any uncured defaults on the part of Landlord\nhereunder, or specifying such defaults if they are claimed, and (c) responding\nto any other requirements of a prospective purchaser or encumbrancer of the\nPremises or the Building. Any such statements may be conclusively relied upon by\nany prospective purchaser or encumbrancer of the Premises or the Building.\nTenant's failure to deliver such statement within such time shall be a binding\nagreement of Tenant (i) that this Lease is in full force and effect, without\nmodification except as may be represented by Landlord, (ii) that there are no\nuncured defaults in Landlord's performance hereunder, (iii) that not more than\none monthly installment of the Basic Rent has been paid in advance, and (iv)\nthat any terms or conditions of Landlord's or such purchaser's or encumbrance's\nestoppel certificate are satisfied and agreed to by Tenant.\n\n      11.9  SALE OF BUILDING. In the event of any sale or exchange of the\nBuilding, other than a transfer for security purposes only, Landlord shall be\nentirely freed and relieved of all liability under this Lease, including any\nobligations arising out of any act, occurrence or omission relating to the\nPremises or this Lease which occur after the consummation of such sale or\nexchange and\/or assignment. This Lease shall not be affected by any such sale\nand Tenant agrees to attorn to the purchaser or assignee provided all Landlord's\nobligations hereunder are assumed in writing by the transferee.\n\n      11.10 NON-RECOURSE. The obligations of Landlord under this Lease do not\nconstitute personal obligations of the Landlord nor of its directors, officers\nor shareholders, and Tenant shall look solely to the real estate that is the\nsubject of this Lease and to no other assets of the Landlord for satisfaction of\nany liability in respect of this Lease and will not seek recourse against the\nLandlord nor against its directors, officers or shareholders nor against any of\ntheir personal assets for such satisfaction other than the Property or the\nBuilding or any interest they may have in or to the Property or the Building or\nany portion thereof.\n\n  ARTICLE 12 INDEMNITY\n\n      12.1  HOLD HARMLESS. Except for the willful misconduct or gross negligence\nof Landlord, Tenant shall indemnify and hold Landlord harmless from and defend\nLandlord against any and all claims or liability for any injury or damage to any\nperson or property whatsoever (a) occurring in, on or about the Premises, and\n(b) occurring in, on or about the Common Areas and the Parking Facilities, when\nsuch injury or damage is caused in part or in whole by the act, neglect, fault\nor omission of any duty with respect to the same by Tenant, its agents,\ncontractors, employees or invitees. Tenant shall further indemnify and hold\nLandlord harmless from and against any and all claims arising from any breach or\ndefault in the performance of any obligation on Tenant's part to be performed\nunder the provisions of this Lease, or arising from any act or negligence of\nTenant, or any of its agents, contractors, employees and from and against all\ncosts, attorneys' fees, expenses and liabilities incurred in the defense of any\nsuch claim or any action or proceeding\n\n                                        17\n\n\n   20\nbrought thereon. In case any action or proceeding be brought against Landlord by\nreason of any such claim, Tenant, upon notice from Landlord, shall defend the\nsame at Tenant's expense by counsel satisfactory to Landlord. Tenant, as a\nmaterial part of the consideration to Landlord, hereby assumes all risk of\ndamage to property or injury to persons in, upon or about the Premises from any\ncause, and Tenant hereby waives all claims in respect thereof against Landlord,\nexcept for damages resulting from Landlord's willful misconduct or gross\nnegligence. Landlord shall not be liable for any damages arising from any act or\nneglect of any other tenant of the Building.\n\n      12.2  EXEMPTION OF LANDLORD FROM LIABILITY. Except for the willful\nmisconduct or gross negligence of Landlord, Landlord shall not be liable to\nTenant for any compensation or reduction of Rent by reason of inconvenience or\nannoyance or for loss of business arising from the necessity of Landlord or its\nagents entering the Premises for any of the purposes authorized in this Lease,\nor for repairing the Premises or any portion of the Building, however the\nnecessity may occur. In case Landlord is prevented or delayed from making any\nrepairs, alterations or improvement, or furnishing any services or performing\nany other covenant or duty to be performed on Landlord's part pursuant to the\nprovisions of this Lease, by reason of any cause beyond Landlord's reasonable\ncontrol, including without limitation the causes set forth in Section 21.11\nbelow, Landlord shall not be liable to Tenant therefor, nor, except as expressly\notherwise provided in Articles 14 and 15 below, shall Tenant be entitled to any\nabatement or reduction of Rent by reason thereof, nor shall the same give rise\nto a claim in Tenant's favor that such failure constitutes actual or\nconstructive, total or partial, eviction from the Premises. Tenant hereby agrees\nthat Landlord, except for the willful misconduct or gross negligence of Landlord\nshall not be liable for injury to Tenant's business or any loss of income\ntherefrom or for damage to the goods, wares, merchandise or other property of\nTenant, Tenant's employees, invitees, customers or any other person in or about\nthe Premises, nor shall Landlord be liable for injury to the person of Tenant,\nTenant's employees, agents or contractors, whether such damage or injury is\ncaused by or results from fire, steam, electricity, gas, water or rain, or from\nthe breakage, leakage, obstruction or other defects of pipes, sprinklers, wires,\nappliances, plumbing, air conditioning or lighting fixtures, or from any other\ncause whatsoever. Landlord shall not be liable for any damages arising from any\nact or neglect of any other tenant of the Building, theft, fire, act of God,\npublic enemy, injunction, riot, strike, insurrection, war, court order,\nrequisition, or order of governmental body or authority, or any other matter\nbeyond the reasonable control of Landlord.\n\n  ARTICLE 13 TENANT'S INSURANCE\n\n      13.1  POLICIES. All insurance required to be carried by Tenant hereunder\nshall be issued by responsible insurance companies, qualified to do business in\nthe State in which the Premises are located and acceptable to Landlord and\nLandlord's lender. Each policy shall name Landlord, and at Landlord's request\nany mortgagee of Landlord, as an additional insured, as their respective\ninterests may appear, and as certificate holders, and copies of all policies or\ncertificates evidencing the existence and amounts of such insurance shall be\ndelivered to Landlord by Tenant at least ten days prior to Tenant's occupancy in\nthe Premises. No such policy shall be subject to cancellation or modification\nexcept after 30 days written notice to Landlord and Landlord's lender. Tenant\n\n                                       18\n\n\n   21\nshall furnish Landlord and Landlord's lender with renewals or 'binders' of any\nsuch policy at least 30 days prior to the expiration thereof. Tenant shall have\nthe right to provide such insurance coverage pursuant to blanket policies\nobtained by the Tenant provided such blanket policies expressly afford coverage\nto the Premises and to Tenant as required by this Lease. In the event of any\nloss which is insured by a policy provided by Tenant and by any policy held by\nLandlord, the parties agree that Tenant's insurance coverage shall be primary.\n\n      13.2  PROPERTY INSURANCE. At all times during the term hereof, Tenant\nshall maintain in effect policies of casualty insurance covering (a) all\nleasehold improvements (including any alterations, additions or improvements as\nmay be made by Tenant pursuant to the provisions of Article 10 hereof), and (b)\ntrade fixtures, merchandise and other personal property from time to time in, on\nor upon the Premises, in an amount not less than 100% of their actual\nreplacement cost from time to time during the term of this Lease, providing\nprotection against any peril included within the classification 'All Risks'. The\nproceeds of such insurance shall be used for the repair or replacement of the\nproperty so insured, except that upon termination of this Lease following a\ncasualty as set forth herein, the proceeds under (a) above shall be paid to\nLandlord and the proceeds under (b) above shall be paid to Tenant if Tenant\nwould have the right to remove such trade fixtures, merchandise and other\npersonal property under this Lease. Otherwise, the proceeds under (b), or the\nproportionate amount thereof relating to items that Tenant would not have the\nright to remove, shall also be paid to Landlord.\n\n      13.3  PUBLIC LIABILITY. Tenant shall at all times during the term hereof\nand at its own cost and expense procure and continue in force Personal Injury,\nBodily Injury, and Property Damage Liability Insurance adequate to protect\nLandlord against liability, including contractual, for injury to or death of any\nperson or damage to property in connection with the construction of improvements\non the Premises or with the use, operation or condition of the Premises or in\nconnection with the use by Tenant and its employers and agents of the common\nareas of the Building and Parking Facilities. Such insurance at all times shall\nhave a combined single limit of not less than $3,000,000 on a per location\nbasis. The limits shall be adjusted from time to time during the term hereof,\nupon request by Landlord, to such higher limits, as in Landlord's reasonable\njudgment are customarily carried in the locale where the Building is located\nwith respect to similar properties.\n\n      13.4  OTHER INSURANCE. Tenant shall also maintain any other form or forms\nof Insurance as Tenant or Landlord or the mortgagees or ground lessors of\nLandlord may reasonably require from time to time in the form and amounts and\nagainst the risks which a prudent tenant would protect itself.\n\n      13.5  WAIVER OF SUBROGATION. Any policy or policies of fire, extended\ncoverage or similar casualty insurance which Tenant obtains in connection with\nthe Premises shall include a clause or endorsement denying the insurer any right\nof subrogation against Landlord to the extent rights have been waived by the\ninsured prior to the occurrence of injury or loss. Tenant hereby waives any\nrights of recovery against Landlord for injury or loss due to hazards covered by\ninsurance to the extent of the injury or loss covered thereby.\n\n                                       19\n\n\n   22\n\n      13.6  VIOLATIONS. Tenant agrees that it will not keep, use, sell or offer\nfor sale in or upon the Premises any article which may be prohibited by any\ninsurance policy in force from time to time covering the Premises. In the event\nTenant's occupancy or conduct of business in or on the Premises, whether or not\nLandlord has consented to the same, results in any increase in premiums for the\ninsurance carried from time to time by Landlord with respect to the Premises,\nTenant shall pay any such increased premiums as additional rent within ten (10)\ndays after being billed therefor by Landlord. In determining whether increased\npremiums are a result of Tenant's use or occupancy of the Premises, a schedule\nissued by the organization computing the issuance rate on the Premises, or the\nTenant Improvements showing the various components of such rate, shall be\nconclusive evidence of the several items and charges which make up such rate.\nTenant shall promptly comply with all reasonable requirements of the insurance\nauthority or of any insurer now or hereafter in effect relating to the Premises.\nIf any insurance policy carried by Landlord shall be canceled or cancellation\nshall be threatened, or the coverage thereunder reduced or threatened to be\nreduced in any way, by reason of the use or occupation of the Premises or any\npart thereof by Tenant or by any assignee or sub-tenant of Tenant or by anyone\npermitted by Tenant to be upon the Premises, and if Tenant fails to remedy the\ncondition giving rise to cancellation, threatened cancellation or reduction of\ncoverage within forty-eight (48) hours after notice thereof, Landlord may, at\nits option, either terminate this Lease or enter upon the Premises and attempt\nto remedy such condition, and Tenant shall forthwith pay the cost thereof to\nLandlord as additional rent. Landlord shall not be liable for any damage or\ninjury caused to any property of Tenant or of others located in the Premises as\na result of such entry. In the event that Landlord shall be unable to remedy\nsuch condition, then Landlord shall have all of the remedies provided for in\nthis Lease in the event of a default by Tenant. Notwithstanding the foregoing.\nprovisions of this Section 13.6, if Tenant fails to remedy as aforesaid, Tenant\nshall be in default of its obligation hereunder and Landlord shall have no\nobligation to attempt to remedy such default.\n\n      13.7  TENANT'S FAILURE TO INSURE. If Tenant fails to maintain any\ninsurance required by this Lease, Tenant shall be liable for any loss or cost\nresulting from the failure. This Section shall not be deemed to be a waiver of\nany of Landlord's rights and remedies under any other provision of this Lease.\n\nARTICLE 14 DAMAGE AND RESTORATION\n\n      14.1  DAMAGE\/RESTORATION. If any part of the Premises shall be damaged by\nfire or other casualty or if any part of the Building shall be damaged by fire\nor other casualty and such damage shall affect Tenant's occupancy of the\nPremises, Tenant shall give prompt notice thereof to Landlord and Landlord shall\nwith reasonable diligence repair such damage, and if any part of the Premises\nshall be rendered untenantable by reason of such damage (including\nuntenantability due to lack of access thereto or services therein), the Basic\nRent shall be equitably abated for a period from the date of such damage to the\ndate when such part of the Premises shall have been made tenantable unless (a)\nLandlord shall make available to Tenant, during the period of such repair, other\nspace in the Building which is reasonably suitable for the temporary conduct of\nTenant's business or (b) such fire or other casualty shall have resulted from\nthe fault or neglect of Tenant\n\n                                       20\n\n\n   23\nor its employees, licensees or invitees. Except for Landlord's willful\nmisconduct or gross negligence, Landlord shall not be liable for any\ninconvenience or annoyance to Tenant or injury to the business of Tenant\nresulting in any way from such damage or the undertaking of such repair,\nreconstruction or restoration. Landlord shall have no obligation to carry\ninsurance of any kind on Tenant's goods, furniture or furnishings or on Tenant's\nproperty, and Landlord shall not be obligated to repair any damage thereto or to\nreplace the same.\n\n      14.2  EXCEPTIONS TO OBLIGATION TO REBUILD. Notwithstanding the provisions\nof Section 14.1 above, if substantial alteration or reconstruction of the\nBuilding shall be required as a result of damage by fire or other casualty\n(whether or not the Premises shall have been damaged by such fire or other\ncasualty and whether or not such damage is covered by insurance carried by\nLandlord), or if the proceeds of available insurance are less than 100% of the\ncost of restoration, or if the damage to the Premises or Building is a result of\nan uninsured risk, then this Lease and the term and estate hereby granted may be\nterminated by Landlord by its giving to Tenant within 90 days after the date of\nsuch damage a notice specifying a date, not less than 30 days after the giving\nof such notice, for such termination. In the event of the giving of such notice\nof termination, this Lease and the term and estate hereby granted shall cease\nand terminate as of the date specified therefor in such notice, and the Basic\nRent payable hereunder shall be prorated as of the date of such damage.\n\n      14.3  MUTUAL RELEASE. Upon any termination of this Lease under any of the\nprovisions of this Article, the parties shall be released thereby without\nfurther obligation to the other from the date possession of the Premises is\nsurrendered to Landlord, except for items which have theretofore accrued and are\nthen unpaid.\n\n      14.4  DELAY IN RESTORATION. Tenant shall not be released from any of its\nobligations under this Lease by reason of fire or other casualty, except to the\nextent and upon the conditions expressly stated in this Article. Notwithstanding\nanything to the contrary contained in this Article, should Landlord be delayed\nor prevented from repairing or restoring the damaged Premises or Building by\nreason of acts of God, war, governmental restrictions, inability to procure the\nnecessary labor or materials, or any other cause beyond the reasonable control\nof Landlord, Landlord shall be relieved of its obligation to make such repairs\nor restoration for a period equal to such delay or prevention, provided however,\nif such delay in restoration exceeds a period of 90 days, Tenant shall have the\noption to terminate this Lease, in such event, Landlord shall not be liable to\nTenant for any loss or damage whatsoever and Tenant shall not be liable for any\nadditional rent.\n\n      14.5  EXTENT OF LANDLORD'S OBLIGATION TO REPAIR. It is hereby understood\nthat if Landlord is obligated to or elects to repair or restore as herein\nprovided, Landlord shall be obligated to make repairs or restoration only of\nthose portions of the Building and the Premises which were originally provided\nat Landlord's expense, and the repair and restoration of items not provided at\nLandlord's expense shall be the obligation of Tenant.\n\n                                       21\n\n\n   24\n      14.6  LAST YEAR OF TERM. Notwithstanding anything to the contrary\ncontained in this Article, Landlord shall not have any obligation whatsoever to\nrepair, reconstruct or restore the Building or tile Premises when the damage\nresulting from any casualty covered under this Article occurs during the last 12\nmonths of the term of this Lease or any extension hereof.\n\n      14.7  EXPRESS AGREEMENT. This Lease shall be considered an express\nagreement governing any case of damage to or destruction of the Building or the\nPremises by fire or other casualty, and any law which purports to govern the\nrights of Landlord and Tenant in such a contingency in the absence of express\nagreement, and any successor or other law of like import, shall have no\napplication.\n\nARTICLE 15 CONDEMNATION\n\n      15.1  CONDEMNATION. If all or a substantial part of the Premises shall be\ntaken or appropriated for public or quasi-public use by the right of eminent\ndomain, with or without litigation or transferred by agreement in connection\nwith such public or quasi-public use, either party hereto shall have the right\nat its option exercisable within 30 days of receipt of notice of such taking to\nterminate this Lease as of the date possession is taken by the condemning\nauthority, provided, however, that before Tenant may terminate this Lease by\nreason of taking or appropriation as provided herein above, such taking or\nappropriation shall be of such an extent and nature as to economically frustrate\nTenant's business as well as to substantially handicap, impede or impair\nTenant's use of the Premises. If any part of the Building other than. the\nPremises shall be taken or appropriated, for public or quasi-public use,\nLandlord shall have the right at its option to terminate this Lease. In the\nevent of a partial taking with respect to which a right of termination of this\nLease does not exist or is not exercised, Basic Rent shall be equitably abated\nto the extent Tenant's business is economically impaired. A sale by Landlord\nunder threat of condemnation shall constitute a 'taking' for the purpose of this\nArticle.\n\n      15.2  RESTORATION. In the event of a partial taking which does not result\nin a terminations of this Lease, Landlord shall proceed with reasonable\ndiligence to restore the remaining portion of the Premises (other than Tenant's\nproperty or any of Tenant's goods, furniture or furnishings) as nearly as\npracticable to its condition prior to such condemnation or taking. Tenant agrees\nthat Landlord's obligation to restore is limited by the provisions of Sections\n14.4 and 14.5 above.\n\n      15.3  AWARD. In the event of any condemnation or taking of all or a part\nof the Building, Landlord shall be entitled to receive the entire award in the\ncondemnation proceeding, including any award made for the value of the estate\nvested by this Lease in Tenant, and Tenant hereby assigns to Landlord any and\nall right, title and interest of Tenant now or hereafter arising in or to any\nsuch award or any part thereof, and Tenant shall be entitled to receive no part\nof such award; provided, however, that nothing shall preclude Tenant from\nintervening in any such condemnation proceeding to claim or receive from the\ncondemning authority any compensation to which Tenant may otherwise lawfully be\nentitled in such case with respect only to Tenant's personal property or for\nrelocation costs.\n\n                                       23\n\n   25\n      15.4  CONDEMNATION FOR A LIMITED PERIOD. Notwithstanding the provisions of\nSections 15.1, 15.2 and 15.3 above, if all or any portion of the Premises shall\nbe condemned or taken for governmental occupancy for a limited period, Lease,\nshall not terminate, there shall be no abatement of Basic Rent or additional\nrent payable hereunder, and Tenant shall be entitled to receive the entire award\ntherefor (whether paid as damages, rent or otherwise) unless the period of\ngovernmental occupancy extends beyond the expiration of this Lease, in which\ncase Landlord shall be entitled to such part of such award as shall be properly\nallocable to the cost of restoration of the Premises, and the balance of such\naward shall be apportioned between Landlord and Tenant as of the date of such\nexpiration. If the termination of such governmental occupancy is prior to\nexpiration of this Lease, Tenant shall, to the extent an award has been made for\nthe purpose of restoring the Premises, after application for the diligent\npursuit of such award by Tenant, restore the Premises as nearly as possible to\nthe condition of the Premises prior to the condemnation or taking.\n\nARTICLE 16 ASSIGNMENT, SUBLEASE AND ENCUMBRANCE\n\n      16.1  LANDLORD'S CONSENT REQUIRED. Tenant shall not voluntarily or by\noperation of law assign, license, franchise, transfer, mortgage, hypothecate, or\notherwise encumber all or any part of this Lease or any interest therein, and\nshall not sublet, franchise, change ownership or license all or any part of the\nPremises, without first obtaining the prior written consent of Landlord thereto,\nwhich consent shall not be unreasonably withheld. Any attempted assignment,\nlicense, franchise, transfer, mortgage, encumbrance, subletting or change of\nownership without such consent being first had and obtained shall be wholly void\nand shall confer no rights upon any third parties even if Landlord accepts rent\nfrom the third party. Landlord's consent shall not be deemed unreasonably\nwithheld if the proposed new tenant is anyone with whom Landlord has negotiated\nfor a direct lease within the preceding 12 months, anyone with whom Landlord is\nnegotiating a direct lease at the time of such proposed assignment or sublease,\nanyone on Landlord's list of prospective new tenants, or any current or prior\noccupant or tenant of the Building; or if in Landlord's opinion the business\noperation conducted on the Premises is or may in any way adversely affect the\nBuilding or other tenants during the term of the Lease by such proposed\nassignment, license, franchise, transfer, mortgage, encumbrance or subletting;\nor the financial worth of a proposed new tenant is less than that of Tenant or\nthe financial worth of the guarantor of a proposed new tenant is less than that\nof the guarantor of Tenant. Furthermore, Landlord hereby reserves the right to\ncondition Landlord's consent to any assignment or sublease upon Landlord's\nreceipt from Tenant of a written agreement, in form and substance acceptable to\nLandlord, pursuant to which Tenant shall pay over to Landlord all rent or other\nconsideration received by Tenant from any such subtenant or assignee, either\ninitially or over the term of the assignment or sublease, in excess of the rent\ncalled for hereunder, or, in case of the sublease of a portion of the Premises,\nin excess of such rent allocable to such portion, after appropriate adjustments\nto assure that all other payments called for hereunder are taken into account.\nTenant shall indemnify and hold Landlord harmless from and defend Landlord\nagainst any and all claims\n\n                                       23\n\n   26\nor liability (including, without limitation, the claim of or liability to any\nproposed assignee or sublessee or any broker) for Landlord's reasonable refusal\nto consent.\n\n      16.2  TENANT'S APPLICATION (ASSIGNMENT AND SUBLEASE). In the event that\nTenant desires at any time to assign this Lease or to sublet the Premises or any\nportion thereof Tenant shall submit to Landlord at least 60 days prior to the\nproposed effective date of the assignment or sublease ('Proposed Effective\nDate'), in writing: (a) a request for permission to assign or sublease, setting\nforth the Proposed Effective Date, which shall be no less than 60 nor more than\n90 days after the sending of such notice; (b) the name of the proposed subtenant\nor assignee; (c) the nature of the proposed subtenant's or assignee's business\nto be carried on in the Premises (reference is made to Section 17.3 in this\nregard); (d) the name of the guarantor, if any, of the proposed subtenant or\nassignee; (e) the terms and provisions of the proposed sublease or assignment;\n(f) current audited financial statements of the proposed subtenant or assignee\nand the guarantor, if any, of the proposed subtenant or assignee, and (g) the\nfee for review pursuant to Section 16.4.\n\n      16.3  RECAPTURE. If Tenant proposes to assign this Lease, Landlord may, at\nits option, exercisable upon written notice to Tenant within 30 days after\nLandlord's receipt of the notice from Tenant set forth in Section 16.2 above,\nelect to recapture the Premises and terminate this Lease. If Tenant proposes to\nsublease all or part of the Premises, Landlord may, at its option exercisable\nupon written notice to Tenant, within 30 days after Landlord's receipt of the\nnotice from Tenant set forth in Section 16.2 above, elect to recapture such\nportion of the Premises as Tenant proposes to sublease and, upon such election\nby Landlord, this Lease shall terminate as to the portion of the Premises\nrecaptured. In the event a portion only of the Premises is recaptured the rent\npayable under this Lease shall be proportionately adjusted. If Landlord does not\nelect to recapture pursuant to this Section 16.3, Tenant may thereafter enter\ninto a valid assignment or sublease with respect to the Premises, provided\nLandlord, pursuant to this Article, consents thereto, and provided further that\n(a) such assignment or sublease is executed within 90 days after notification to\nLandlord of such proposal, and (b) the rental therefor is not less or greater\nthan that stated in such notification. Notwithstanding the aforesaid, no\ntermination of this Lease with respect to the Premises shall become effective\nwithout the prior written consent of the holder of any first deed of trust to\nwhich this Lease is then subject.\n\n      16.4  FEES FOR REVIEW. In the event that Tenant shall request to assign,\ntransfer, mortgage, pledge, hypothecate or encumber this Lease or any interest\ntherein, or sublet the Premises or any part thereof, Tenant shall pay to\nLandlord a non-refundable $250.00 fee for Landlord's time and processing\nefforts, and for expenses incurred by Landlord in connection with reviewing such\ntransaction. In addition to such fee, Tenant shall pay to Landlord in the event\nLandlord retains the services of an attorney to review the transaction, all\nreasonable attorneys' fees incurred by Landlord in connection therewith but not\nless than $250.00. Tenant shall pay such nonreimbursable fee as provided in\nSection 16.2 hereof and shall pay such attorneys' fees to Landlord within five\ndays after written request therefor and such payment shall be a condition to any\napproval by Landlord.\n\n                                       24\n   27\n\n\n\n      16.5  COLLECTION\/NO RELEASE. If this Lease be assigned, or if the Premises\nor any part thereof may be sublet or occupied by anybody other than Tenant,\nLandlord may collect rent from the assignee, subtenant or occupant and apply the\nnet amount collected to the Rent herein reserved and retain any excess rent so\ncollected, but no such assignment, subletting, occupancy or collection shall be\ndeemed a waiver of Tenant's covenant set forth in the first sentence of Section\n16.1 above, nor shall such assignment, subletting, occupancy or collection be\ndeemed an acceptance by Landlord of the assignee, subtenant or occupant as\ntenant, or a release of Tenant from the further performance by Tenant of\ncovenants on the part of Tenant herein contained. No assignment or subletting\nshall affect the continuing primary liability of Tenant hereunder (which,\nfollowing assignment, shall be joint and several with the assignee), and Tenant\nshall not be released from performing any of the terms, covenants and conditions\nof this Lease.\n\n      16.6  IMPLIED ASSIGNMENT. If Tenant hereunder is a corporation, a limited\nliability company, an unincorporated association or a partnership, the transfer,\nmerger, assignment or hypothecation of any stock or interest in such\ncorporation, limited liability company, association or partnership in the\naggregate in excess of 25% shall be deemed an assignment within the meaning and\nprovisions of this Article; provided however, that a transfer or assignment of\nany such stock or interest by a shareholder or member to his spouse, children or\ngrandchildren is excepted from the foregoing provision.\n\n      16.7  DELETED\n\nARTICLE 17 HAZARDOUS SUBSTANCES\n\n      17.1  TENANT'S COVENANTS REGARDING HAZARDOUS SUBSTANCES.\n\n      (a)   LANDLORD'S CONSENT REQUIRED. Tenant shall not cause or permit any\n'Hazardous Substances,' as defined below, to be brought upon or kept or used in\nor about the Premises or the Building by Tenant, its agents, employees,\ncontractors, or invitees.\n\n      (b)   COMPLIANCE WITH ENVIRONMENTAL LAWS. Tenant shall at all times and in\nall respects comply with all local, state, and federal laws, ordinances,\nregulations and orders (collectively, 'Hazardous Substances Laws') relating to\nindustrial hygiene, environmental protection, or the use, analysis, generation,\nmanufacture, storage, disposal, or transportation of any Hazardous Substances.\n\n      (c)   DEFINITION OF HAZARDOUS SUBSTANCES. As used in this Agreement, the\nterm 'Hazardous Substances' means any hazardous or toxic substances, materials\nor wastes, including, but not limited to, those substances, materials, and\nwastes listed in the United States Department of Transportation Hazardous\nMaterials Table (49 CFR 172.101) or by the Environmental Protection Agency as\nhazardous substances (40 CFR Part 302) and amendments thereto, or such\nsubstances, materials and wastes which are or become regulated under any\napplicable local, state or federal law including, without limitation, any\nmaterial, waste or substance which is (i) petroleum, (ii) asbestos, (iii)\npolychlorinated biphenyls, (iv) defined as a 'hazardous waste,' under\n\n                                       25\n\n\n   28\n\nSection 19-6-102 of the Utah Code Annotated, Solid and Hazardous Waste Act, or\nany rule promulgated thereunder, (v) designated as a 'hazardous substance'\npursuant to Section 311 of the Clean Water Act, 33 U.S.C. Section 1251, et seg.\n(33 U.S.C. Section 1321) or listed pursuant to Section 307 of the Clean Water\nAct (33 U.S.C. Section 1317), (vi) defined as a 'hazardous waste' pursuant to\nSection 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. Section\n6901, et seq. (42 U.S.C. Section 6903), (vii) defined as a 'hazardous substance'\npursuant to Section 101 of the Comprehensive Environmental Response,\nCompensation, and Liability Act, 42 U.S.C. Section 9601, et seg. (42 U.S.C.\nSection 9601), or (viii) any hazardous air pollutants listed pursuant to Section\n112 of the Clean Air Act (42 U.S.C. Section 7412).\n\n      17.2  INDEMNIFICATION OF LESSOR. Tenant shall indemnify, defend (by\ncounsel acceptable to Landlord), protect, and hold harmless Landlord, and each\nof Landlord's partners, directors, officers, employees, agents, attorneys,\nsuccessors, and assigns, from and against any and all claims, liabilities,\npenalties, fines, judgments, forfeitures, losses (including, without limitation,\ndiminution in the value of the Premises or the Building, damages for the loss or\nrestriction on use of rentable or usable space or of any amenity of the Premises\nor the Building, costs or expenses (including attorneys' fees, consultant fees,\nand expert fees) for the death of or injury to any person or damage to any\nproperty whatsoever, arising from or caused in whole or in part, directly or\nindirectly, (a) by the presence in, on, under, or about the Premises, or any\ndischarge or release in or from the Premises of any Hazardous Substances or\nTenant's use, analysis, storage, transportation, disposal release, threatened\nrelease, discharge, or generation of Hazardous Substances to, in, on, under,\nabout, or from the Premises or the Building, or (b) Tenant's failure to comply\nwith any Hazardous Substances Law. Tenant's obligations under this Section 17.2\nshall include, without Limitation, and whether foreseeable or unforeseeable, any\nand all costs incurred in connection with any investigation of site conditions,\nand any and all costs of any required or necessary repair, cleanup,\ndetoxification, or decontamination of the Premises or The Building, and the\npreparation and implementation of any closure, remedial action, or other\nrequired plans in connection therewith. Tenant's obligations under this Section\n17.2 shall survive the expiration or earlier termination of the term of the\nLease. For purposes of the release and indemnity provisions hereof any acts or\nomissions of Tenant, or by employees, agents, assignees, contractors, or\nsubcontractors of Tenant or others acting for or on behalf of Tenant (whether or\nnot they are negligent, intentional, willful or unlawful), shall be strictly\nattributable to Tenant.\n\n      17.3  WITHHOLDING CONSENT TO PROPOSED TRANSFEREES. Tenant acknowledges and\nagrees that it shall not be unreasonable for Landlord to withhold its consent to\nany proposed assignment, subletting or transfer of Tenant's interest in this\nLease if (a) the anticipated use of the Premise by the proposed assignee,\nsubtenant, or transferee (collectively, a 'Transferee') involves the generation,\nstorage, use, treatment, or disposal of Hazardous Substances; (b) the proposed\nTransferee has been required by any prior lessor, lender, or governmental\nauthority to make remedial action in connection with Hazardous Substances\ncontaminating a property, if the contamination resulted from such Transferee's\nactions or use of the property in question; or (c) the proposed Transferee is\nsubject to au enforcement order issued by any governmental authority in\nconnection with the use, disposal or storage of a Hazardous Substance.\n\n                                       26\n\n\n   29\nARTICLE 18 DEFAULTS\n\n      18.1  DEFAULT BY TENANT. The occurrence of any of the following shall\nconstitute a material default and breach of this Lease by Tenant:\n\n      (a)   FAILURE TO PAY RENT. Any failure by Tenant to pay Rent or to make\nany other payments required to be made by Tenant hereunder where such failure\ncontinues for five days after such payment is due and payable.\n\n      (b)   ABANDONMENT. The abandonment as defined by Utah law or vacation of\nthe Premises by Tenant.\n\n      (c)   NON-PERFORMANCE of Other Covenants. A failure by Tenant to observe\nand perform any other provision of this Lease to be observed or performed by\nTenant, where such failure continues for 30 days after written notice thereof by\nLandlord to Tenant; provided however, that if the nature of such default is such\nthat the same cannot reasonably be cured within such 30 day period Tenant shall\nnot be deemed to be in default if Tenant shall within such period commence such\ncure and thereafter diligently prosecute the same to completion.\n\n      (d)   INSOLVENCY, BANKRUPTCY OR ASSIGNMENT. The failure by Tenant or by\nany guarantor of this Lease to generally pay its debts when due or the admission\nin writing of inability to pay debts by such a party; the making by Tenant or by\nany guarantor of this Lease of any general assignment for the benefit of\ncreditors; the filing by or against Tenant or by or against any guarantor of\nthis Lease of a petition to have Tenant or any guarantor of this Lease\nliquidated or of a petition for reorganization or arrangement under any law\nrelating to bankruptcy, insolvency, reorganization or relief of debtors (unless\nin the case of a petition filed against Tenant or any guarantor of this Lease,\nthe same is dismissed within 60 days; the appointment of a trustee or receiver\nto take possession of substantially all of Tenant's assets or all of the assets\nof such guarantor of this Lease located at the Premises or of Tenant's interest\nin this Lease where possession is not restored to Tenant within 30 days; or the\nattachment, execution or other judicial seizure of substantially all of Tenant's\nassets located at the Premises or of Tenant's interest in this Lease, where such\nseizure is not discharged within 30 days.\n\n      18.2  RECOVERY FROM TENANT ON TERMINATION. In the event of any such\ndefault by Tenant, then in addition to any other remedies available to Landlord\nat law or in equity, Landlord shall have the immediate option to terminate this\nLease and all rights of Tenant hereunder by giving written notice of such\nintention to terminate. In the event that Landlord shall elect to so terminate\nthis Lease, then Landlord may recover from Tenant:\n\n      (a)   PAST RENT. The worth at the time of award of any unpaid Rent or\nother charges which had been earned at the time of such termination; plus\n\n\n                                       27\n\n   30\n      (b)   RENT PRIOR TO AWARD. The worth at the time of award of the amount by\nwhich the unpaid Rent which would have been earned after termination until the\ntime of award exceeds the amount of such rental loss Tenant proves could have\nbeen reasonably avoided; plus\n\n      (c)   DELETE\n\n      (d)   PROXIMATELY CAUSED DAMAGES. Any other amount necessary to compensate\nLandlord for all the detriment proximately caused by Tenant's failure to perform\nits obligations under this Lease or which in the ordinary course would be likely\nto result therefrom; and\n\n      (e)   ADDITIONAL DAMAGES. At Landlord's election, such other amounts in\naddition to or in lieu of the foregoing as may be permitted from time to time by\napplicable law.\n\n      18.3  WORTH AT TIME OF AWARD. As used in Sections 18.2(a) and (b) above,\nthe 'worth at the time of award' is computed by allowing interest at a rate per\nannum equal to the 'Reference Rate' plus two percent (2%), but not to exceed the\nmaximum rate of interest allowed by law. As used herein, 'Reference Rate' shall\nbe the highest prime or base lending rate for determining interest on unsecured\ncommercial loans as published in the Wall Street Journal Money Rates Section\nfrom time to time, with changes in the Reference Rate to be effective on the\ndate of publication. If the Wall Street Journal fails to publish a comparable\nrate, Landlord may substitute a comparable Reference Rate announced by a major\nbank in the city where the Property is located.\n\n      18.4  RIGHT OF RE-ENTRY ON DEFAULT. In the event of any such default by\nTenant, Landlord shall also have the right, with or without terminating this\nLease, to re-enter the Premises and remove all personal property from the\nPremises; such property may be removed and stored in a public warehouse or\nelsewhere at the cost of and for the account of Tenant.\n\n      18.5  VACATION OR ABANDONMENT. In the event of the vacation or abandonment\nof the Premises by Tenant or in the event that Landlord shall elect to re-enter\nas provided above or shall take possession of the Premises pursuant to legal\nproceedings or pursuant to any notice provided by law, then if Landlord does not\nelect to terminate this Lease as provided above, Landlord may from time to time,\nwithout terminating this Lease, either recover all Rent as it becomes due or\nrelet the Premises or any part thereof for such term and upon such terms and\nconditions as Landlord in its sole discretion may deem advisable, Landlord\nhereby reserving the right in such instances to make alterations and repairs to\nthe Premises.\n\n      18.6  LANDLORD'S RIGHT TO RELET. In the event that Landlord shall elect to\nso relet, then any rent received by Landlord from such reletting shall be\napplied: first, to the payment of any indebtedness other than Rent due hereunder\nfrom Tenant to Landlord; second, to the payment of any cost of such reletting;\nthird, to the payment of the cost of any alterations and repairs to the\nPremises; fourth, to the payment of Rent due and unpaid hereunder; and the\nresidue, if any, shall be held by Landlord and applied in payment of future Rent\nas the same may become due and payable hereunder. Should that portion of such\nrent received from such reletting during any month\n\n                                       28\n\n\n   31\nwhich is applied to the payment of Rent hereunder be less than the Rent payable\nduring that month by Tenant hereunder, then Tenant shall pay such deficiency to\nLandlord immediately upon demand therefor by Landlord. Such deficiency shall be\ncalculated and paid monthly. Tenant shall also pay to Landlord, as soon as\nascertained, any costs and expenses incurred by Landlord in such reletting or in\nmaking such alterations and repairs not covered by the rent received from such\nreletting.\n\n      18.7  ELECTION TO TERMINATE LEASE. No reentry into or taking of possession\nof the Premises by Landlord pursuant to this Article shall be construed as an\nelection to terminate this Lease unless a written notice of such intention be\ngiven to Tenant. Notwithstanding any reletting without termination by Landlord\nbecause of any default by Tenant, Landlord may at any time after such reletting\nelect to terminate this Lease for any such default.\n\n      18.8  DEFAULT BY LANDLORD. In the event of any breach, default or\nnoncompliance hereunder by Landlord, Tenant shall, before exercising any right\nor remedy provided herein or by law, give Landlord written notice of the claimed\nbreach, default or noncompliance and if prior to its giving such notice to the\nLandlord, Tenant has been notified in writing (by way of any notice of\nassignment of rents and leases, or otherwise) of the address of the holder of\nany mortgage, trust deed or other security agreement then affecting Landlord's\ninterest in the Building, concurrently with giving the aforesaid notice to\nLandlord, Tenant shall, by registered mail, transmit a copy thereof to such\nholder. For the 30 days following the giving of the notice(s) required by the\nforegoing portion of this section (or such longer period of time as may be\nreasonably required to cure a matter which, due to its nature, cannot reasonably\nbe rectified within 30 days), Landlord shall have the right to cure the breach,\ndefault, or noncompliance involved. If Landlord has failed to cure a default on\nits part within that period, the aforesaid holder shall have an additional 30\ndays within which to cure the same or, if such default cannot be cured within\nthat period, such additional time as may be necessary if within such 30 day\nperiod the holder has commenced and is diligently pursuing the actions or\nremedies necessary to cure the breach, default, or noncompliance involved\n(including but not limited to commencement and prosecution of proceedings to\nforeclose the mortgage, hold a trustee's sale or otherwise, if necessary to\neffect such cure), in which event this Lease may not be terminated by Tenant\nwhile such actions or remedies are being diligently pursued by the holder. If,\nat the expiration of the applicable period(s) provided for in this Paragraph,\nsuch default, breach or noncompliance has not been cured, Tenant may exercise\nany available right or remedy. Nothing contained in this Section 18.8 shall be\ndeemed to impose any obligation on any lender to correct or cure any condition.\n\nARTICLE 19 SUBORDINATION\n\n      19.1  SUBORDINATION AND ATTORNMENT. Tenant's interest under this Lease is\nand shall be subordinate at all times to the lien of any lender holding a first\nor second lien secured by the Property, whether now existing or hereafter\ncreated. Tenant covenants and agrees that it will promptly execute without\nfurther consideration any and all instruments desired by Landlord or Landlord's\nmortgagee subordinating this Lease in the manner requested by Landlord to all\nground or underlying leases and to the lien of any mortgage and\/or any deed of\ntrust or other encumbrance\n\n                                       29\n\n   32\n\nwhich may now or hereafter affect the Premises, together with all renewals,\nmodifications, consolidations, replacements or extensions thereof; provided that\nany lienor or encumbrancer relying on the subordination reflected in this Lease\nor in such additional agreements will covenant with Tenant that this Lease shall\nremain in full force and effect, and Tenant shall not be disturbed in the event\nof sale, foreclose or other actions so long as Tenant is not in default\nhereunder; and provided further that in the event any provision of this Lease\nconflicts with any provision of any document executed by Landlord in connection\nwith any loan, the provisions of such loan documents shall supersede the\nprovisions of this Lease. Tenant agrees to attorn to the successor in interest\nof Landlord following any transfer of such interest either voluntarily or by\noperation of law and to recognize such successor as Landlord under this Lease.\nHowever, if Landlord or any such mortgagee so elects, this Lease shall be deemed\nprior in lien to any mortgage, deed of trust or other encumbrance upon or\nincluding the Premises regardless of date of recording and Tenant will execute a\nstatement in writing to such effect at Landlord's request.\n\n      19.2  ASSIGNMENT. Notwithstanding the provisions of Section 21.16 below,\nin the event that any mortgagee or its respective successor in title shall\nsucceed to the interest of Landlord hereunder, the liability of such mortgagee\nor successor shall exist only so long as it is the owner of the Building or any\ninterest therein, or is the tenant under any ground or underlying lease referred\nto in Section 19.1 above. No Basic Rent, additional rent or any other charge\nshall be paid more than ten days prior to the due date thereof (except the\npayment for the first full month's Basic Rent) and payments made in violation of\nthis provision shall (except to the extent that such payments are actually\nreceived by a mortgagee) be a nullity as against any mortgagee and Tenant shall\nbe liable for the amount of such payments to such mortgagee.\n\n  ARTICLE 20 BANKRUPTCY OR INSOLVENCY\n\n      In the event that the Tenant shall become a debtor under any chapter of\nthe U. S. Bankruptcy Code, all rights and duties relating to this Lease shall be\ngoverned by the provisions of 11 U.S.C. Sec. 365, or any successor thereto, and\nLandlord and Tenant shall be entitled to all rights and subject to all\nobligations therein set forth.\n\n  ARTICLE 21 MISCELLANEOUS\n\n      21.1  DELAY IN OR FAILURE TO ENFORCE. No delay or omission in the exercise\nof any right or remedy of Landlord on any default by Tenant shall impair such\nright or remedy or be construed as a waiver.\n\n      21.2  WAIVER IN WRITING. Any waiver by Landlord of any default must be in\nwriting. One or more waivers by Landlord of a breach by Tenant of any covenant,\nterm or condition of this Lease shall not be construed as a waiver by Landlord\nof a subsequent breach by Tenant of the same covenant, term or condition. The\nconsent or approval of Landlord to or of any act by Tenant\n\n                                       30\n\n\n   33\n\nof a nature requiring consent or approval shall not be deemed to waive or render\nunnecessary consent to or approval of any subsequent similar act.\n\n      21.3  NOTICES. Whenever any notice, approval, consent, request or election\nis given or made pursuant to this Lease, it shall be in writing. Communications\nand payments shall be addressed if to Landlord at Landlord's Notice Address as\nset forth in the Fundamental Lease Provisions, or at such other address as may\nhave been specified by prior notice to Tenant, and if to Tenant, at Tenant's\nNotice Address as set forth in the Fundamental Lease Provisions, or at such\nother place as may have been specified by prior notice to Landlord, or at the\nPremises. Any communication so addressed shall be deemed duly served if\npersonally delivered or if mailed by registered or certified mail, return\nreceipt requested. If Landlord by notice to Tenant at any time designates some\nother person to receive payments or notices, all payments or notices thereafter\nby Tenant shall be paid or given to the agent designated until notice to the\ncontrary is received by Tenant from Landlord.\n\n      21.4  TITLES. The titles of the Articles and Sections are for convenience\nonly and are not to be considered in construing the provisions of this Lease.\n\n      21.5  NO PARTNERSHIP. Nothing herein contained, either in the method of\ncomputing rent or otherwise, shall create between the parties hereto, or be\nrelied upon by others as creating, any relationship of partnership, association,\njoint venture, or otherwise. The sole relationship of the parties hereto shall\nbe that of Landlord and Tenant.\n\n      21.6  GOVERNING LAW. The laws of the State in which this property is\nlocated shall govern the validity, performance and enforcement of this Lease.\n\n      21.7  ATTORNEYS FEES. In the event that at any time during the term of\nthis Lease either Landlord or Tenant shall institute any action or proceedings\nagainst the other relating to the provisions of this Lease, or any default\nthereunder, then and in that event, the unsuccessful party in such action or\nproceeding agrees to reimburse the prevailing party therein for the reasonable\nexpense of attorneys' fees and disbursements incurred therein by the prevailing\nparty. In the event that at any time during the term of this Lease, Landlord\nconsults with an attorney with respect to a delinquency or non-performance of\nTenant or serves Tenant with a notice to pay (or perform) or quit and Tenant\nsubsequently cures, or is permitted by Landlord to cure, such delinquency or\nnon-performance, Tenant shall pay to Landlord all of Landlord's reasonable\nservice of process fees, filing fees (for any civil action) and reasonable\nattorneys' fees.\n\n      21.8  MEANING OF 'TENANT'. The word 'Tenant' shall be deemed and taken to\nmean each and every person or party mentioned as a tenant herein, be the same\none or more; and if there shall be more than one tenant, any notice required or\npermitted by the terms of this Lease may be given by or to any one thereof, and\nshall have the same force and effect as if given by or to all thereof. The use\nof the neuter singular pronoun to refer to Tenant shall be deemed a proper\nreference even though Tenant may be an individual, a partnership, a corporation\nor a group of two or more individuals or corporations. The necessary grammatical\nchanges required to make the\n\n                                       31\n\n\n   34\nprovisions of this Lease apply in the plural sense where there is more than one\nTenant and to either corporations, associations, partnerships or individuals,\nmales or females, shall in all instances be assumed as though in each case fully\nexpressed.\n\n      21.9  EXCLUSIVE AGREEMENT. It is understood that there are no oral\nagreements or representations between the parties hereto affecting this Lease,\nand this Lease supersedes and cancels any and all previous negotiations,\narrangements, brochures, agreements, or representations and understandings, if\nany, between the parties hereto or displayed by Landlord to Tenant with respect\nto the subject matter thereof, and none thereof shall be used to interpret or\nconstrue this Lease. There are no representations or warranties between the\nparties except as expressly set forth in this Lease, an all reliance with\nrespect to same is solely upon the representations and agreements contained in\nthis Lease.\n\n      21.10 SEVERABILITY. If any of the provisions of this Lease shall be\ndetermined to be void by any court of competent jurisdiction, then such\ndetermination shall not affect any other provisions of this Lease and all such\nother provisions shall remain in full force and effect; and it is the intention\nof the parties hereto that if any provision of this Lease is capable of two\nconstructions, one of which would render the provision void and the other of\nwhich would render the provision valid, then the provision shall have the\nmeaning which renders it valid.\n\n      21.11 FORCE MAJEURE. Any prevention, delay or stoppage due to strikes,\nlockouts, labor disputes, acts of God, inability to obtain labor or materials or\nreasonable substitutes therefor, governmental restrictions, governmental\nregulations, governmental controls, enemy or hostile governmental action, civil\ncommotion, and other similar causes beyond the reasonable control of the party\nobligated to perform, shall excuse the performance by such party for a period\nequal to any such prevention, delay or stoppage, except the obligations imposed\nwith regard to Rent and other charges to be paid by Tenant pursuant to this\nLease.\n\n      21.12 WRITTEN AMENDMENTS. This Lease shall not be modified or amended in\nany respect except by written agreement executed by Landlord and Tenant.\n\n      21.13 GUARANTEE. In the event that this Lease shall have been guaranteed,\nany such guarantee shall be deemed a material part of the consideration for\nLandlord's execution of this Lease. In the event the Guarantor under any such\nguarantee is or becomes bankrupt or insolvent, makes an assignment for the\nbenefit of creditors, or institutes or is the subject of any proceeding under\nthe Bankruptcy Act or other similar law for the protection of creditors (or, if\nthe Guarantor is a partnership or consists of more than one person or entity, if\nany partner of the partnership or other such person or entity is or becomes\nbankrupt or insolvent, institutes any such proceeding, or makes an assignment\nfor the benefit of creditors), then Landlord shall have the option to terminate\nthis Lease upon 30 days' written notice unless Tenant, within such 30 day\nperiod, provides Landlord with either (a) a substitute or additional guarantor\nsatisfactory to Landlord and Landlord's lender, or (b) adequate assurance of the\nperformance of each and every obligation of Tenant hereunder, satisfactory to\nLandlord and Landlord's lender.\n\n                                       32\n\n\n   35\n      21.14 LENDER APPROVAL. Tenant acknowledges and agrees that this Lease may\nbe subject to the approval of Landlord's lender, and Tenant hereby agrees to\ncooperate with Landlord's lender, and Tenant hereby agrees to make such\nmodifications of this Lease as shall be reasonably requested by Landlord's\nlender.\n\n      21.15 RECORDATION. Tenant agrees not to record this Lease, a short form\nmemorandum of this Lease or any other document evidencing this Lease, but upon\nthe expiration of the term or if this Lease is terminated before the term of\nthis Lease expires, the parties agree that, upon the request of either party, a\nrecordable instrument acknowledging the date of termination shall be executed by\nthe parties and recorded.\n\n      21.16 BINDING EFFECT. The obligations of this Lease shall run with the\nland, and this Lease shall be binding upon and inure to the benefit of the\nparties hereto and their respective successors and assigns, except that only the\noriginal Landlord named herein shall be liable for obligations accruing before\nthe beginning of the Term, and thereafter the original Landlord named herein and\neach successive owner of the Premises shall be liable only for obligations\naccruing during the period of its ownership.\n\n      21.17 BROKER. Landlord's Broker identified as a Fundamental Lease Term has\nentered into an agreement to represent Landlord and Landlord shall be\nresponsible to pay any commissions due to Landlord's Broker. Tenant shall hold\nLandlord harmless from all damages (including attorneys' fees and costs)\nresulting from any claims that may be asserted against Landlord by any broker,\nfinder, or other person with whom Tenant has or purportedly has dealt, except\nLandlord's Broker.\n\n      21.18 INTEREST. Except as expressly provided herein, any amount due to\nLandlord not paid when due shall bear interest at the 'Reference Rate' as\ndefined in Section 18.3 plus two percent (2%) per annum, from the due date, but\nnot to exceed the maximum rate of interest allowed by law. Payment of such\ninterest shall not excuse or cure any default by Tenant under this Lease.\n\n      21.19 TIME OF ESSENCE. Time is of the essence of this Lease and each and\nevery provision hereof. All the terms, covenants and conditions contained in\nthis Lease to be performed by either party, if such party shall consist of more\nthan one person or organization, shall be deemed to be joint and several, and\nall rights and remedies of the parties shall be cumulative and non-exclusive of\nany other remedy at law or in equity.\n\n      21.20 CORPORATE RESOLUTION. If Tenant is a corporation, Tenant shall, upon\nexecution of this Lease, deliver to Landlord a certified copy of a resolution of\nthe Board of Directors of the corporation authorizing or ratifying the execution\nof this Lease.\n\n      21.21 CONDOMINIUM. Tenant acknowledges that Landlord reserves the right to\nrecord a declaration and a record of survey map for office condominiums in the\nBuilding, that the Building may be subjected to such a declaration and map at\nany time, and that fee title to one or more units as shown on such map may be\nsold from time to time. Tenant hereby agrees that upon notice from\n\n                                       33\n\n\n   36\nLandlord, Tenant shall execute without further consideration any and all\ninstruments desired by Landlord in connection with the creation, sale or\nfinancing of office condominiums in -the Building.\n\n      21.22 OPTION.\n\n      (a)   Landlord covenants with Tenant that Landlord shall, at Tenant's\noption, grant and lease to Tenant at the expiration of the Lease Term, the\nPremises pursuant to the provisions of the Lease for and during the term of two\n(2) years thereafter, on the same general terms and conditions, except as to\nmonthly base rentals, which base rentals shall be determined by negotiation\nbetween the parties. Notwithstanding any other provisions of this Lease, if the\nparties cannot agree on the base rentals for an extended renewal term, this\nLease shall terminate as provided herein.\n\n      (b)   To exercise the option hereunder, Tenant must give Landlord written\nnotice of its desire to extend the Lease an additional term at least sixty (60)\ndays prior to the end of the then Lease Term. Failure to timely exercise the\noption shall revoke and terminate any right to exercise the option.\n\n      (c)   The parties shall have thirty (30) days after the Landlord receives\nthe option notice in which to agree on the base rentals terms during the\nextended or renewal term. If the parties agree during that period, they shall\nimmediately execute an amendment to this Lease stating such terms.\n\n      (d) If the parties are unable to agree on the terms within the specified\nperiod, the option notice shall be of no effect and this Lease shall expire at\nthe end of its term. Neither parry to this Lease shall have the right to have a\ncourt or other third party set the base rentals or the terms of the personal\nguarantee.\n\n      21.23 Tenant agrees not to sub-lease any space to title insurance\ncompanies during the term of this Lease.\n\n      IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the\ndate and year first above written.\n\n      LANDLORD:                        BANK OF AMERICAN FORK\n\n                                       By: \/s\/ PRESIDENT\n                                          ----------------------------------\n                                          Its: President\n                                              ------------------------------\n\n\n      TENANT:                          VOXEL INC.\n\n                                       By: \/s\/ PRESIDENT\n                                          ----------------------------------\n                                          Its:     President\n                                              ------------------------------\n\n(If Tenant is a CORPORATION, the authorized officers must sign on behalf of the\ncorporation and indicate the capacity in which they are signing, This Office\nLease must be executed by the president or vice-president and the secretary or\nassistant secretary unless the bylaws or a resolution\n\n                                       34\n   37\nof the board of directors shall otherwise provide, in which event the bylaws or\na certified copy of the resolution, as the case may be, must be attached hereto.\nAlso, the appropriate corporate seal must be affixed.)\n\n                                       35\n\n\n   38\n\n                                                                      EXHIBIT D\n\n\n                              BANK OF AMERICAN FORK\n                              1280 South 800 East\n                                Orem, Utah 84058\n\n           ACCEPTANCE AND STATEMENT OF PREMISES, AREA AND TERM\n\nThe undersigned, VOXEL, INC., Tenant under that certain OFFICE Lease for Bank of\nAmerican Fork Building, 1280 South 800 East, Orem, Utah, dated April 13, 1999,\nhereby certifies to Landlord and any mortgage holder, and hereby agrees with\nLandlord to the following:\n\n      1.    Premises. The Premises consists of the area shown on the attached as\nbuilt floor plan.\n\n      2.    The Rentable Area. The Rentable Area for the Premises is 8,316\nsquare feet.\n\n      3.    Commencement Date. The Commencement Date for purposes of the Lease\nis May 1, 1999.\n\n      4.    End of Lease Term. The parties agree that the initial term of this\nLease (subject to any exercised options to renew) shall terminate on April 30,\n2000.\n\n      5.    Acceptance of Premises. Tenant has inspected the Premises and all\nTenant Improvements constructed therein and certifies that, premises are\nacceptable. Tenant further acknowledges that Landlord has tendered possession of\nthe Premises in accordance with the provisions of the Lease.\n\n      6.    No Default. Tenant hereby certifies that as of the date of this\nAcceptance, neither Landlord or Tenant are in default under any obligations\nunder the Lease.\n\n           Landlord:                     Bank of American Fork\n\n                                         By: \/s\/ President\n                                            -------------------------------\n                                         Its: President\n                                             ------------------------------\n\n           Tenant:                       VOXEL, INC.\n\n                                         By: \/s\/ President\n                                            -------------------------------\n                                         Its: President\n                                             ------------------------------\n\n\n                                         40\n   39\n\n                                                                     EXHIBIT E\n\n\n\n                             BANK OF AMERICAN FORK\n                              1280 South 800 East\n                                Orem, Utah 84058\n\n                              RULES AND REGULATIONS\n\n      (1)   No sign, placard, picture, advertisement, name or notice shall be\ninscribed, displayed or printed or affixed on or to any part of the outside of\nthe Building or the Premises or to the inside of any exterior window or glass\nwall, without the written consent of Landlord first had and obtained which\nconsent shall not be unreasonably withheld and Landlord shall have the right to\nremove any such sign, placard, picture, advertisement, name or notice without\nnotice to and at the expense of Tenant. All approved signs or lettering on doors\nshall be printed, painted, affixed or inscribed at the expense of Tenant by a\nperson approved by Landlord.\n\n      (2)   The directory of the Building will be provided exclusively for the\ndisplay of the name and location of tenants and tenants subtenants only and\nLandlord reserves the right to exclude any other names therefrom.\n\n      (3)   The sidewalks, halls, passages, exits, entrances, elevators and\nstairways shall not be obstructed by any of the tenants or used by them for any\npurpose other than for ingress to and egress from their respective Premises. The\nhalls, passages, exits, entrances, elevators, stairways, balconies and roof are\nnot for the use of the general public and the Landlord shall in all cases retain\nthe right to control and prevent access thereto by all persons whose presence in\nthe judgment of the Landlord shall be prejudicial to the safety, character,\nreputation and interests of the Building and its tenants, provided that nothing\nherein contained shall be construed to prevent such access to persons with whom\nthe Tenant normally deals in the ordinary course of Tenant's business unless\nsuch persons are engaged in illegal activities or activities which disturb the\nquiet enjoyment of the other tenants. No Tenant, employee, invitees, contractor\nor agent of any tenant shall go upon the roof of the Building.\n\n      (4)   Except for the installation of locks on the doors of offices and\nsuites which are sub-leased by Tenant in the ordinary course of business, Tenant\nshall not alter any lock or install any new or additional locks or any bolts on\nany door of the Premises without the prior written consent of Landlord, which\nconsent shall not be unreasonably withheld.\n\n      (5)   The toilet rooms, urinals, wash bowls and other apparatus shall not\nbe used for any purpose other than that for which they were constructed and no\nforeign substance of any kind whatsoever shall be thrown therein and the expense\nof any breakage, stoppage or damage\n\n                                       41\n   40\nresulting from the violation of this rule shall be borne by the Tenant who, or\nwhose employees, invitees, contractors or agents shall have caused it.\n\n      (6)   Tenant shall not overload the floor of the Premises or in any way\ndeface the Premises or any part thereof. No boring, cutting or stringing wires\nshall be permitted except with the prior written consent of the Landlord and as\nLandlord may direct. No tenant shall lay linoleum, tile, carpet or other similar\nfloor covering so that the same shall be affixed to the floor of the Premises in\nany manner except as approved by Landlord. The expense of repairing any damage\nresulting from a violation of this rule or removal of any floor covering shall\nbe borne by the tenant by whom or by whose contractors, employees or invitees\nthe damage shall have been caused.\n\n      (7)   No furniture, freight or equipment of any kind shall be brought into\nthe Building without the consent of Landlord and all moving of the same into or\nout of the Building shall be done at such time and in such manner as Landlord\nshall designate. Landlord shall have the right to prescribe the weight, size and\nposition of all safes and other heavy equipment brought into the Building and\nalso the times and manner of moving the same in and out of the Building Safes\nand other heavy objects shall, if considered necessary by Landlord, stand on\nwood strips of such thickness as is necessary to properly distribute the weight.\nLandlord will not be responsible for loss of or damage to any such safe or\nproperty from any cause and all damage done to the Building by moving or\nmaintaining any such safe or other property shall be repaired at the expense of\nTenant. There shall not be used in any space, or in the public halls of the\nBuilding, either by any tenant or others, any hand trucks except those equipped\nwith rubber tires and side guards. Landlord shall, however, cooperate with\nTenant with respect to the moving by and out of sub-tenants of Tenant in the\nordinary course of Tenant's business.\n\n      (8)   Except with the written consent of Landlord, no person or persons\nother than those approved by Landlord shall be permitted to enter the Building\nfor the purpose of cleaning the same. Tenant shall not cause any unnecessary\nlabor by reason of tenant's carelessness or indifference in the preservation of\ngood order and cleanliness. Landlord shall in no way be responsible to any\nTenant for any loss of property on the Premises, however occurring, or for any\ndamage done to the effects of any Tenant by the janitor or any other employee or\nany other person. Janitor service shall include ordinary dusting and cleaning\nand shall not include moving of furniture and other special services. Janitor\nservice will not be furnished on nights when rooms are occupied after 7:30 P.M.\nWindow cleaning shall be done only by Landlord, at such times as Landlord may\ndetermine.\n\n      (9)   Tenant shall not use, keep or permit to be used or kept any food or\nnoxious gas or substance in the Premises, or permit or suffer the Premises to be\noccupied or used in a manner offensive or objectionable to the Landlord or other\noccupants of the Building by reason of noise, odors and\/or vibrations or\ninterfere in any way with other tenants or those having business therein, nor\nshall any animals or birds be brought in or kept in or about the Premises or the\nBuilding. No Tenant shall make or permit to be made any unseemly or disturbing\nnoises or disturb or interfere with occupants of this or neighboring buildings\nor Premises or those\n\n                                       42\n\n\n   41\nhaving business with them whether by the use of any musical instrument, radio,\nphonograph, unusual noise, or in any other way. No tenant shall throw anything\nout of doors or down the passageways.\n\n      (10)  The Premises shall not be used for manufacturing or for the storage\nof merchandise except as such storage may be incidental to the use of the\nPremises for general office purposes. No tenant shall occupy or permit any\nportion of his Premises to be occupied for the manufacture or sale of liquor,\nnarcotics, or tobacco in any form, or as a medical office, or as a barber shop\nor manicure shop. No tenant shall advertise for laborers giving an address at\nthe Premises. The Premises shall not be used for any illegal purposes.\n\n      (11)  Tenant agrees that it shall comply with all fire security\nregulations that may be issued from time to time by Landlord and if requested,\nTenant also shall provide Landlord with the name of a designated responsible\nemployee to represent Tenant in all matters pertaining to such fire or security\nregulations. Tenant shall not use or keep in the Premises or the Building any\nkerosene, gasoline or inflammable or combustible fluid or material, or use any\nmethod of heating or air conditioning other than that supplied by Landlord.\n\n      (12)  Landlord will direct electricians as to where and how telephone and\ntelegraph wires are to be introduced. No boring or cutting for wires will be\nallowed without the consent of Landlord. The location of telephones, call boxes\nand other office equipment affixed to the Premises shall be subject to the\napproval of Landlord.\n\n      (13)  All keys to offices, rooms and toilet rooms shall be obtained from\nLandlord's Building Management Office. The Tenant upon termination of the\ntenancy, shall deliver to Landlord the keys of the offices, rooms and toilet\nrooms which shall have been furnished, shall pay the Landlord the cost of\nreplacing same or of changing the lock or locks opened by such lost key if\nLandlord deems it necessary to make such change.\n\n      (14)  No furniture, packages, supplies, equipment or merchandise will be\nreceived in the Building or carried up or down in the elevators, except between\nsuch hours and in such elevators as shall be designated by Landlord. Such hours\nshall reasonably accommodate Tenant's and sub-tenant's needs in this regard.\n\n      (15)  On Saturdays, Sundays, legal holidays and other days between the\nhours of 6:00 P.M. and 7:00 A.M., access to the Building, or to the halls,\ncorridors, elevators or stairways in the Building, or to the Premises may be\nrefused unless the person seeking access is known to the employee of the\nBuilding in charge and has a pass or is properly identified. The Landlord shall\nin no case be liable for damages for any error with regard to the admission to\nor exclusion from the Building of any person. In case of invasion, mob, riot,\npublic excitement, or other commotion, the Landlord reserves the right to\nprevent access to the Building during the continuance of same by closing the\ndoors or otherwise, for the safety of the tenants and protection of property in\nthe Building and the Building. Landlord reserves the right to close and keep\nlocked all entrance and exit doors of the Building on Saturdays, Sundays, legal\n\n                                       43\n\n\n   42\n\nholidays and on other days between the hours of 6:00 P.M. and 7:00 A.M., and\nduring such further hours as Landlord may deem advisable for the adequate\nprotection of said Building and the Property in the Building of its tenants.\n\n      (16)  Landlord shall furnish heating, ventilation and, when necessary in\nLandlord's judgment, air conditioning during the hours of 7:00 A.M. to 6:00 P.M.\nMonday through Friday, except for holidays. In the event Tenant requires\nlighting, electrical energy, heating and\/or air conditioning during off-hours,\nSaturdays, Sundays or holidays, Tenant shall pay for services at such rate as\nmay be required by Landlord, in Landlord's sole discretion. Landlord intends to\nestablish an hourly rate with a minimum number of hours for after hours HVAC use\nby Tenant and to adjust the rate from time to time to reflect increased energy\ncosts and other costs of providing such services including depreciation.\n\n      (17)  Tenant shall see that the doors of the Premises are closed and\nsecurely locked before leaving the Building and must observe strict care and\ncaution that all water faucets or water apparatus are entirely shut off before\nTenant or Tenant's employees leave the building, and that all electricity shall\nlikewise be carefully shut off, so as to prevent waste or damage, and I for any\ndefault or carelessness Tenant shall make good all inquiries sustained by other\ntenants or occupants of the Building.\n\n      (18)  Tenant shall not disturb or canvass any occupant of the Building nor\nshall Tenant solicit in the Building and Tenant shall cooperate to prevent any\nsuch disturbance, canvassing and\/or solicitation. Landlord reserves the right to\nexclude or expel from the Building any person who, in the judgment of Landlord,\nis intoxicated or under the influence of liquor or drugs, or shall in any manner\ndo any act in violation of any of the Rules and Regulations of the Building.\n\n      (19)  The requirements of Tenant will be attended to only upon application\nat the Management Office of the Building. Employees or Agents of Landlord shall\nnot perform any work or do anything outside their regular duties unless under\nspecial instructions from the Landlord, and no employee shall admit any person\n(Tenant or otherwise) to any office without specific instructions from the\nLandlord.\n\n      (20)  Landlord reserves the right by written notice to Tenant, to rescind,\nalter or waive any rule or regulation at any time prescribed for the Building\nwhen, in Landlord's judgment, it is necessary, desirable or proper for the best\ninterest of the Building and its tenants.\n\n                                       44\n\n   43\n                                                                      EXHIBIT F\n\n                              BANK OF AMERICAN FORK\n                              1280 South 800 East\n                                Orem, Utah 84058\n\n                             DEPOSIT TO SECURE LEASE\n\n      WHEREAS, a certain lease (the 'Lease') of even date herewith has been,\nor will be, executed by and between Bank of American Fork (therein and herein\nreferred to as 'Landlord'), and VOXEL, INC., (therein and herein referred to as\n'Tenant'), covering certain 'Premises' in the City of Orem, County of Utah,\nState of Utah; and\n\n      WHEREAS, the Landlord under the Lease requires as a condition to its\nexecution of the Lease that the undersigned deposit $60,000.00 with Bank of\nAmerican Fork and pledge said deposit as collateral for the performance of lease\npayments. Interest on said deposits to accrue to the account of Tenant.\n\n      NOW THEREFORE in consideration of the execution of the Lease by Landlord,\nthe Tenant hereby agrees to execute the Pledge Agreement, a copy of which is\nattached hereto as Exhibit F1.\n\n         TENANT:                      VOXEL, INC.\n\n\n                                      By: \/s\/ President\n                                         -----------------------------------\n                                      Its: President\n                                          ----------------------------------\n\n\n\n\n                                       45\n\n   44\n                              OFFICER'S CERTIFICATE\n\n      The undersigned duly appointed officer of Voxel, Inc., a Delaware\ncorporation (the 'Company') does hereby certify as follows:\n\n      1.    As an officer of the Company, the undersigned is familiar with the\nbusiness and operations of the Company, has access to the Company's corporate\nrecords, and is familiar with the matters covered by this Certificate.\n\n      2.    The Company is a corporation duly organized, validly existing, and\nin good standing as a corporation under the laws of the State of Delaware.\n\n      3.    The following resolution has been adopted by the Company's Board of\nDirectors in accordance with the Company's Certificate of Incorporation and\nBylaws, remains in full force and effect as of the date of this Certificate, and\nhas not been amended or repealed:\n\n                    RESOLVED: The President of the Corporation is hereby\n           authorized and empowered to execute on behalf of the Corporation any\n           and ail agreements, leases, and other instruments or documents\n           necessary or desirable for the conduct of the day-to-day business of\n           the Corporation in the ordinary course of its business. The Board\n           shall set policy as to the expenditure of all funds of the\n           Corporation.\n\n      4.    Pursuant to the resolution set out above, the undersigned officer of\nthe Company is authorized to enter into the lease covering offices located at\n1282 S. 800 E., Orem, Utah. The execution and delivery of the lease and the\nperformance by the Company of its obligations thereunder will not violate any\nprovision of the Certificate of Incorporation or Bylaws of the Company and will\nnot, to the best knowledge of the undersigned officer, violate or be in conflict\nwith any applicable law.\n\n         In witness of the foregoing, I have signed this Certificate on this\n27th day of April, 1999.\n\n\n                                              \/s\/ JOHN W. WRIGHT, PRESIDENT\n                                              ----------------------------------\n                                              John W. Wright, President\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6993],"corporate_contracts_industries":[9513],"corporate_contracts_types":[9579,9610],"class_list":["post-41780","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-caldera-systems-inc","corporate_contracts_industries-technology__software","corporate_contracts_types-land","corporate_contracts_types-land__ut"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41780","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=41780"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41780"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41780"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41780"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}