{"id":41925,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/jamboree-business-center-irvine-ca-industrial-lease-the.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"jamboree-business-center-irvine-ca-industrial-lease-the","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/land\/jamboree-business-center-irvine-ca-industrial-lease-the.html","title":{"rendered":"Jamboree Business Center (Irvine, CA) Industrial Lease &#8211; The Irvine Co. and eMachines Inc."},"content":{"rendered":"<pre> \n                               INDUSTRIAL LEASE\n                              (Multi-Tenant; Net)\n\n                                    BETWEEN\n\n                              THE IRVINE COMPANY\n\n                                      AND\n\n                               E-MACHINES, INC.\n\n \n                                     INDEX\n\n                                                                          Page  \n                                                                          ----  \n \nARTICLE I. BASIC LEASE PROVISIONS........................................   1\n\nARTICLE II. PREMISES.....................................................   3\n\n     SECTION 2.1    LEASED PREMISES......................................   3\n     SECTION 2.2    ACCEPTANCE OF PREMISES...............................   3\n     SECTION 2.3    BUILDING NAME AND ADDRESS............................   3\n     SECTION 2.4    LANDLORD'S RESPONSIBILITIES..........................   3\n\nARTICLE III. TERM........................................................   4\n\n     SECTION 3.1    GENERAL..............................................   4\n     SECTION 3.2    DELAY IN POSSESSION..................................   4\n     SECTION 3.3    RIGHT TO EXTEND LEASE................................   4\n\nARTICLE IV. RENT AND OPERATING EXPENSES..................................   5\n\n     SECTION 4.1    BASIC RENT...........................................   5\n     SECTION 4.2    OPERATING EXPENSES...................................   5\n     SECTION 4.3    SECURITY DEPOSIT.....................................   7\n\nARTICLE V. USES..........................................................   8\n\n     SECTION 5.1    USE..................................................   8\n     SECTION 5.2    SIGNS................................................   8\n     SECTION 5.3    HAZARDOUS MATERIALS..................................   9\n\nARTICLE VI. COMMON AREAS; SERVICES.......................................  11\n\n     SECTION 6.1    UTILITIES AND SERVICES...............................  11\n     SECTION 6.2    OPERATION AND MAINTENANCE OF COMMON AREAS............  11\n     SECTION 6.3    USE OF COMMON AREAS..................................  12\n     SECTION 6.4    PARKING..............................................  12\n     SECTION 6.5    CHANGES AND ADDITIONS BY LANDLORD....................  12\n\nARTICLE VII. MAINTAINING THE PREMISES....................................  13\n\n     SECTION 7.1    TENANT'S MAINTENANCE AND REPAIR......................  13\n     SECTION 7.2    LANDLORD'S MAINTENANCE AND REPAIR....................  13\n     SECTION 7.3    ALTERATIONS..........................................  13\n     SECTION 7.4    MECHANIC'S LIENS.....................................  14\n     SECTION 7.5    ENTRY AND INSPECTION.................................  14\n     SECTION 7.6    TENANT'S SELF-HELP...................................  14\n\nARTICLE VIII. TAXES AND ASSESSMENTS ON TENANT'S PROPERTY.................  15\n\nARTICLE IX. ASSIGNMENT AND SUBLETTING....................................  15\n\n     SECTION 9.1    RIGHTS OF PARTIES....................................  15\n     SECTION 9.2    EFFECT OF TRANSFER...................................  16\n     SECTION 9.3    SUBLEASE REQUIREMENTS................................  17\n     SECTION 9.4    CERTAIN TRANSFERS....................................  17\n\nARTICLE X. INSURANCE AND INDEMNITY.......................................  17\n\n     SECTION 10.1   TENANT'S INSURANCE...................................  17\n     SECTION 10.2   LANDLORD'S INSURANCE.................................  17\n     SECTION 10.3   JOINT INDEMNITY......................................  18\n     SECTION 10.4   LANDLORD'S NONLIABILITY..............................  19\n     SECTION 10.5   WAIVER OF SUBROGATION................................  19\n\n\n                                      -i-\n\n \n                                     INDEX\n                                  (continued)\n\n                                                                         Page\n                                                                         ---- \n  \nARTICLE XI. DAMAGE OR DESTRUCTION........................................  19\n\n     SECTION 11.1   RESTORATION..........................................  19\n     SECTION 11.2   LEASE GOVERNS........................................  20\n\nARTICLE XII. EMINENT DOMAIN..............................................  20\n\n     SECTION 12.1   TOTAL OR PARTIAL TAKING..............................  20\n     SECTION 12.2   TEMPORARY TAKING.....................................  21\n     SECTION 12.3   TAKING OF PARKING AREA...............................  21\n\nARTICLE XIII. SUBORDINATION; ESTOPPEL CERTIFICATE; FINANCIALS............  21\n\n     SECTION 13.1   SUBORDINATION........................................  21\n     SECTION 13.2   ESTOPPEL CERTIFICATE.................................  21\n     SECTION 13.3   FINANCIALS...........................................  21\n\nARTICLE XIV. DEFAULTS AND REMEDIES.......................................  22\n\n     SECTION 14.1   TENANT'S DEFAULTS....................................  22\n     SECTION 14.2   LANDLORD'S REMEDIES..................................  23\n     SECTION 14.3   LATE PAYMENTS........................................  24\n     SECTION 14.4   RIGHT OF LANDLORD TO PERFORM.........................  24\n     SECTION 14.5   DEFAULT BY LANDLORD..................................  24\n     SECTION 14.6   EXPENSES AND LEGAL FEES..............................  24\n     SECTION 14.7   WAIVER OF JURY TRIAL.................................  25\n     SECTION 14.8   SATISFACTION OF JUDGMENT.............................  25\n     SECTION 14.9   LIMITATION OF ACTIONS AGAINST LANDLORD...............  25\n\nARTICLE XV. END OF TERM..................................................  25\n\n     SECTION 15.1   HOLDING OVER.........................................  25\n     SECTION 15.2   MERGER ON TERMINATION................................  25\n     SECTION 15.3   SURRENDER OF PREMISES; REMOVAL OF PROPERTY...........  25\n\nARTICLE XVI. PAYMENTS AND NOTICES........................................  26\n\nARTICLE XVII. RULES AND REGULATIONS......................................  26\n\nARTICLE XVIII. BROKER'S COMMISSION.......................................  26\n\nARTICLE XIX. TRANSFER OF LANDLORD'S INTEREST.............................  26\n\nARTICLE XX. INTERPRETATION...............................................  27\n\n     SECTION 20.1   GENDER AND NUMBER....................................  27\n     SECTION 20.2   HEADINGS.............................................  27\n     SECTION 20.3   JOINT AND SEVERAL LIABILITY..........................  27\n     SECTION 20.4   SUCCESSORS...........................................  27\n     SECTION 20.5   TIME OF ESSENCE......................................  27\n     SECTION 20.6   CONTROLLING LAW......................................  27\n     SECTION 20.7   SEVERABILITY.........................................  27\n     SECTION 20.8   WAIVER AND CUMULATIVE REMEDIES.......................  27\n     SECTION 20.9   INABILITY TO PERFORM.................................  27\n     SECTION 20.10  ENTIRE AGREEMENT.....................................  28\n     SECTION 20.11  QUIET ENJOYMENT......................................  28\n     SECTION 20.12  SURVIVAL.............................................  28\n\n\n                                     -ii-\n\n \n                                     INDEX\n                                  (continued)\n\n                                                                         Page\n                                                                         ---- \n   \nARTICLE XXI. EXECUTION AND RECORDING.....................................  28\n\n     SECTION 21.1   COUNTERPARTS.........................................  28\n     SECTION 21.2   CORPORATE AND PARTNERSHIP AUTHORITY..................  28\n     SECTION 21.3   EXECUTION OF LEASE; NO OPTION OR OFFER...............  28\n     SECTION 21.4   RECORDING............................................  28\n     SECTION 21.5   AMENDMENTS...........................................  28\n     SECTION 21.6   EXECUTED COPY........................................  28\n     SECTION 21.7   ATTACHMENTS..........................................  28\n\nARTICLE XXII. MISCELLANEOUS..............................................  28\n\n     SECTION 22.1   NONDISCLOSURE OF LEASE TERMS.........................  28\n     SECTION 22.2   GUARANTY.............................................  29\n     SECTION 22.3   CHANGES REQUESTED BY LENDER..........................  29\n     SECTION 22.4   MORTGAGEE PROTECTION.................................  29\n     SECTION 22.5   [INTENTIONALLY DELETED]..............................  29\n     SECTION 22.6   SECURITY MEASURES....................................  29\n     SECTION 22.7   JAMS.................................................  29\n     SECTION 22.8   APPROVALS............................................  29\n\n\nEXHIBITS\n     Exhibit A  Description of Premises\n     Exhibit B  Environmental Questionnaire\n     Exhibit C  Landlord's Disclosures\n     Exhibit D  Insurance Requirements\n     Exhibit E  Rules and Regulations\n     Exhibit X  Work Letter\n     Exhibit Y  Project Site Plan\n\n \n                               INDUSTRIAL LEASE\n                               ----------------\n                              (Multi-Tenant; Net)\n\n\n     THIS LEASE is made as of the 30 day of November, 1998, by and between THE\nIRVINE COMPANY, hereafter called \"Landlord,\" and E-MACHINES, INC., a Delaware\ncorporation, hereinafter called \"Tenant.\"\n\n                       ARTICLE I. BASIC LEASE PROVISIONS\n\n     Each reference in this Lease to the \"Basic Lease Provisions\" shall mean and\nrefer to the following collective terms, the application of which shall be\ngoverned by the provisions in the remaining Articles of this Lease.\n\n1.   Premises: The Premises are more particularly described in Section 2.1.\n\n     Address of Building: 14350 Myford Road, Irvine, California\n\n2.   Project Description (if applicable): Jamboree Business Center\n\n3.   Use of Premises: General office, light manufacturing, research and\n     development, warehousing, sales, distribution and other uses permitted by\n     law, provided, however, that in no event shall the retail sale of products\n     or services be permitted.\n\n4.   Estimated Commencement Date:  March 1, 1999\n\n5.   Lease Term: Sixty (60) months, plus such additional days as may be required\n     to cause this Lease to terminate on the final day of the calendar month.\n\n6.   Basic Rent: Eighty-Three Thousand Eight Hundred Sixty-Eight Dollars\n     ($83,868.00) per month, based on $.57 per rentable square foot.\n\n     Basic Rent is subject to adjustment as follows:\n\n     Commencing on the first day of the thirteenth (13th) month of the Term,\n     Basic Rent shall be increased to Eighty-Six Thousand Eight Hundred Ten\n     Dollars ($86,810.00) per month, based on $.59 per rentable square foot.\n\n     Commencing on the first day of the twenty-fifth (25th) month of the Lease\n     Term, the Basic Rent shall be Ninety-One Thousand Two Hundred Twenty-Four\n     Dollars ($91,224.00), based on $.62 per rentable square foot.\n\n     Commencing on the first day of the thirty-seventh (37th) month of the Lease\n     Term, the Basic Rent shall be Ninety-Four Thousand One Hundred Sixty-Seven\n     Dollars ($94,167.00), based on $.64 per rentable square foot.\n\n     Commencing on the first day of the forty-ninth (49th) month of the Lease\n     Term, the Basic Rent shall be Ninety-Seven Thousand One Hundred Ten Dollars\n     ($97,110.00), based on $.66 per rentable square foot.\n\n7.   Guarantor(s): Korea Data Systems (America), Inc., a California corporation,\n     and TriGem Computer Inc., a Korea corporation\n\n8.   Floor Area of Premises:  Approximately 147,136 rentable square feet\n\n \n9.   Security Deposit:  $250,000.00\n\n10.  Broker(s): Travers Realty Corporation\n\n11.  Additional Insureds: Insignia\\ESG of California, Inc.\n\n12.  Address for Payments and Notices:\n\n           LANDLORD                                    TENANT\n\n     INSIGNIA\/ESG OF CALIFORNIA, INC.             E-MACHINES, INC.\n     1 Ada, Suite 270                             14350 Myford Road\n     Irvine, CA 92618                             Irvine, CA\n                                                  Attention: John Ham\n                                                             President\n     with a copy of notices to:\n     IRVINE INDUSTRIAL COMPANY\n     P.O. Box 6370\n     Newport Beach, CA 92658-6370\n     Attn: Vice President, Industrial Operations\n\n13.  Tenant's Liability Insurance Requirement: $ 2,000,000.00\n\n14.  Vehicle Parking Spaces: Two Hundred Ninety-Four (294)\n\n                                      -2-\n\n \n                             ARTICLE II. PREMISES\n\n     SECTION 2.1   LEASED PREMISES. Landlord leases to Tenant and Tenant leases\nfrom Landlord the premises shown in Exhibit A (the \"Premises\"), containing\n                                    ---------\napproximately the floor area set forth in Item 8 of the Basic Lease Provisions\nand known by the suite number identified in Item 1 of the Basic Lease\nProvisions. The Premises consist of all the rentable square footage of and are\nlocated within the interior of, the building identified in Item 1 of the Basic\nLease Provisions (which together with the underlying real property, is called\nthe \"Building\"). The Building is a portion of the project shown in Exhibit Y\n                                                                   ---------\n(the \"Project\"). Tenant understands that the floor area set forth in Item 8 of\nthe Basic Lease Provisions may include, at Landlord's option, a factor\napproximating the total square footage of any common lobby or internal common\nfeatures of the Building times the ratio of the actual square footage of the\nPremises to the total square footage of the Building.\n\n     SECTION 2.2   ACCEPTANCE OF PREMISES. Except as expressly provided in this\nLease, Tenant acknowledges that neither Landlord nor any representative of\nLandlord has made any representation or warranty with respect to the Premises or\nthe Building or the suitability or fitness of either for any purpose, including\nwithout limitation any representations or warranties regarding zoning or other\nland use matters, and that neither Landlord nor any representative of Landlord\nhas made any representations or warranties regarding (i) what other tenants or\nuses may be permitted or intended in the Building and the Project, or (ii) any\nexclusivity of use by Tenant with respect to its permitted use of the Premises\nas set forth in Item 3 of the Basic Lease Provisions. Tenant further\nacknowledges that neither Landlord nor any representative of Landlord has agreed\nto undertake any alterations or additions or construct any improvements to the\nPremises except as expressly provided in this Lease. The taking of possession or\nuse of the Premises by Tenant for any purpose other than construction shall\nconclusively establish that the Premises and the Building were in satisfactory\ncondition and in conformity with the provisions of this Lease in all respects,\nsubject to Landlord's responsibilities set forth in Section 2.4 below and except\nfor those matters which Tenant shall have brought to Landlord's attention on a\nwritten punch list. The list shall be limited to any items required to be\naccomplished by Landlord under the Work Letter attached as Exhibit X, and shall\n                                                           ---------\nbe delivered to Landlord within thirty (30) days after the term (\"Term\") of this\nLease commences as provided in Article III below. Nothing contained in this\nSection shall affect the commencement of the Term or the obligation of Tenant to\npay rent. Landlord shall diligently complete all punch list items of which it is\nnotified as provided above.\n\n     SECTION 2.3   BUILDING NAME AND ADDRESS. Tenant shall not utilize any name\nselected by Landlord from time to time for the Building and\/or the Project as\nany part of Tenant's corporate or trade name. Landlord shall have the right to\nchange the name, address, number or designation of the Building or Project\nwithout liability to Tenant.\n\n     SECTION 2.4   LANDLORD'S RESPONSIBILITIES. Notwithstanding anything to the\ncontrary contained in this Lease, Landlord agrees: (i) that the Premises\n(including, without limitation, the \"Tenant Improvements\" constructed pursuant\nto the Work Letter attached hereto) shall be in good and clean operating\ncondition and repair as of the Commencement Date, and that the plumbing,\nelectrical and mechanical systems serving the Building, including, without\nlimitation, the HVAC systems, shall be in good operating condition as of the\nCommencement Date, and (ii) that Landlord, at its sole cost and expense, shall\ncorrect, repair or restore the integrity of the slabs, foundations, footings,\nload-bearing walls and structural components of the roof of the Building during\nthe initial Term of the Lease. Landlord shall, promptly after receipt of the\nwritten notice from Tenant setting forth the nature and extent of the need of\nany repairs referred to in the foregoing, rectify same at Landlord's sole cost\nand expense. Further, Landlord shall correct, repair or replace, at Landlord's\nsole cost and expense and not as a Project Cost, any non-compliance of the\nBuilding (including, without limitation, the Tenant Improvements constructed\ntherein) and\/or the Common Areas of the Project with all applicable building\npermits and codes in effect as of the Commencement Date, including without\nlimitation, the provisions of Title III of the Americans With Disabilities Act\n(\"ADA\") in effect as of the Commencement Date. Subject to the provisions for\nLandlord's construction and rehabilitation and the inclusion of the amortized\ncosts thereof in \"Project Costs\" as provided in Section 5.1 of this Lease, all\nother ADA compliance issues regarding the Premises, including without\nlimitation, Tenant's construction of any alterations or other improvements in\nthe Premises and in connection with the operation of Tenant's business and\nemployment practices in the Premises, shall be the responsibility of Tenant at\nits sole cost and expense. The repairs, corrections or replacements required of\nLandlord under this Section 2.4 in connection with noncompliance with permits\nand codes shall be made promptly following notice of noncompliance from any\napplicable governmental agency. Tenant shall promptly forward any such notice\nthat Tenant receives to Landlord.  \n\n                                      -3-\n\n \n                               ARTICLE III. TERM\n\n     SECTION 3.1  GENERAL. The Term shall be for the period shown in Item 5 of\nthe Basic Lease Provisions. Subject to the provisions of Section 3.2 below, the\nTerm shall commence (\"Commencement Date\") on the later of: (i) January 1, 1999\nor (ii) the date by which all of the following have occurred: (a) Landlord has\nsubstantially completed the Tenant Improvements in accordance with Exhibit X,\n(b) Landlord has tendered delivery of possession of the Premises to Tenant, and\n(c) Landlord has obtained all permits and approvals required by the appropriate\ngovernmental authorities for the legal occupancy of the Premises. Within ten\n(10) days after the Commencement Date has occurred, the parties shall\nmemorialize on a form provided by Landlord the actual Commencement Date and the\nexpiration date (\"Expiration Date\") of this Lease. Tenant's failure to execute\nthat form shall not affect the validity of Landlord's determination of those\ndates.\n\n     SECTION 3.2  DELAY IN POSSESSION. If Landlord, for any reason whatsoever,\ncannot deliver possession of the Premises to Tenant on or before the Estimated\nCommencement Date, this Lease shall not be void or voidable nor shall Landlord\nbe liable to Tenant for any resulting loss or damage. However, Tenant shall not\nbe liable for any rent and the Commencement Date shall not occur until Landlord\ndelivers possession of the Premises and the Premises are in fact available for\nTenant's occupancy with any Tenant Improvements that have been approved as per\nSection 3.1(a) above, except that if Landlord's failure to so deliver possession\non the Estimated Commencement Date is attributable to any \"Tenant Delay\" as\ndefined in the Work Letter attached to this Lease, then the Commencement Date\nshall not be advanced to the date on which possession of the Premises is\ntendered to Tenant, and Landlord shall be entitled to full performance by Tenant\n(including the payment of rent) from the date Landlord would have been able to\ndeliver the Premises to Tenant but for Tenant's delay(s). Notwithstanding\nanything to the contrary contained in this Section 3.2, if for any reason other\nthan Tenant Delays or other matters beyond Landlord's reasonable control, the\nactual Commencement Date has not occurred by the date that is one hundred fifty\n(150) days following the Estimated Commencement Date, then Tenant may, by\nwritten notice to Landlord given at any time thereafter but prior to the actual\noccurrence of the Commencement Date, elect to terminate this Lease.\nNotwithstanding the foregoing, if at any time during the construction period,\nLandlord reasonably believes that the Commencement Date will not occur on or\nbefore one-hundred fifty (150) days following the Estimated Commencement Date,\nLandlord may notify Tenant in writing of such fact and of a new outside date on\nor before which the Commencement Date will occur, and Tenant must elect within\nten (10) days of receipt of such notice to either terminate this Lease or waive\nits right to terminate this Lease provided the Commencement Date occurs on or\nprior to the new outside date established by Landlord in such notice to Tenant.\nTenant's failure to elect to terminate this Lease within such ten (10) day\nperiod shall be deemed Tenant's waiver of its right to terminate this Lease as\nprovided in this paragraph as to the previous outside date, but not as to the\nnew outside date established by said notice.\n\n     SECTION 3.3  RIGHT TO EXTEND LEASE. Provided that Tenant is not in Default\nunder any provision of this Lease, either at the time of exercise of the\nextension right granted herein or at the time of the commencement of such\nextension, and provided further that Tenant (and\/or any \"Tenant Affiliate\" as\nhereinafter defined) is occupying at least sixty-six and sixty-seven hundredths\npercent (66.67%) of the floor area of these Premises, Tenant may extend the Term\nof this Lease for one (1) period of sixty (60) months. Tenant shall exercise its\nright to extend the Term by and only by delivering to Landlord, not less than\nnine (9) months or more than twelve (12) months prior to the expiration date of\nthe Term, Tenant's irrevocable written notice of its commitment to extend (the\n\"Commitment Notice\"). The Basic Rent payable under the Lease during any\nextension of the Term shall be at the fair market rental, including subsequent\nadjustments, for comparable industrial space being leased by Landlord in the\nProject. In the event that the parties are not able to agree on the fair market\nrental within one hundred twenty (120) days prior to the expiration date of the\nTerm, then said rental, including subsequent adjustments, to be determined by\nappraisal as follows.\n\n          Within one hundred twenty (120) and ninety (90) days prior to the\nexpiration date of the Term, Landlord shall notify Tenant in writing of the\nBasic Rent, including adjustments, that would reflect the prevailing market\nrental rate for a 60-month renewal of comparable space in the Project as of the\ncommencement of the extension period (\"Landlord's Determination\"). Should Tenant\ndisagree with the Landlord's Determination, then Tenant shall, not later than\ntwenty (20) days thereafter, notify Landlord in writing of Tenant's\ndetermination of those rental terms (\"Tenant's Determination\"). Within ten (10)\ndays following delivery of the Tenant's Determination, the parties shall attempt\nto agree on an appraiser to determine the fair market rental. If the parties are\nunable to agree in that time, then each party shall designate an appraiser\nwithin ten (10) days thereafter. Should either party fail to so designate an\nappraiser within that time, then the appraiser designated by the other party\nshall determine the fair market rental. Should each of the parties timely\ndesignate an appraiser, then the two appraisers so designated shall appoint a\nthird appraiser who shall, acting alone, determine the fair market rental for\nthe Premises. Any appraiser designated\n\n                                      -4-\n\n \nhereunder shall have an MAI certification with not less than five (5) years'\nexperience in the valuation of commercial industrial buildings in Orange County,\nCalifornia.\n\n          Within thirty (30) days following the selection of the appraiser and\nsuch appraiser's receipt of the Landlord's Determination and the Tenant's\nDetermination, the appraiser shall determine whether the rental rate determined\nby Landlord or by Tenant more accurately reflects the fair market rental rate\nfor the 60-month renewal of the Lease for the Premises, as reasonably\nextrapolated to the commencement of the extension period. Accordingly, either\nthe Landlord's Determination or the Tenant's Determination shall be selected by\nthe appraiser as the fair market rental rate for the extension period. Any time\nbefore the decision of the appraiser is rendered, either party may, by written\nnotice to the other party, accept the rental terms submitted by the other party,\nin which event such terms shall be deemed adopted as the agreed fair market\nrental. The fees of the appraiser(s) shall be borne entirely by the party whose\ndetermination of the fair market rental rate was not accepted by the appraiser.\n\n          Within twenty (20) days after the determination of the fair market\nrental, Landlord shall prepare a reasonably appropriate amendment to this Lease\nfor the extension period and Tenant shall execute an return same to Landlord\nwithin ten (10) days. Should the fair market rental not be established by the\ncommencement of the extension period, then Tenant shall continue paying rent at\nthe rate in effect during the last month of the initial Term, and a lump sum\nadjustment shall be made promptly upon the determination of such new rental.\n\n          If Tenant fails to timely exercise its right to extend the Term as\nherein provided, Tenant's right to extend the Term shall be extinguished and the\nLease shall automatically terminate as of the expiration date of the Term,\nwithout any extension and without any liability to Landlord. Any attempt to\nassign or transfer any right or interest created by this paragraph to any person\nor entity other than a \"Tenant Affiliate\" (as hereinafter defined) shall be void\nfrom its inception. Tenant shall have no other right to extend the Term beyond\nthe single sixty (60) month extension created by this paragraph. Unless agreed\nto in a writing signed by Landlord and Tenant, any extension of the Term,\nwhether created by an amendment to this Lease or by a holdover of the Premises\nby Tenant, or otherwise, shall be deemed a part of, and not in addition to, any\nduly exercised extension period permitted by this paragraph.   \n\n                    ARTICLE IV. RENT AND OPERATING EXPENSES\n\n\n     SECTION 4.1   BASIC RENT. From and after the Commencement Date, Tenant\nshall pay to Landlord without deduction or offset, Basic Rent for the Premises\nin the total amount shown (including subsequent adjustments, if any) in Item 6\nof the Basic Lease Provisions. Any rental adjustment shown in Item 6 shall be\ndeemed to occur on the specified monthly anniversary of the Commencement Date,\nwhether or not that date occurs at the end of a calendar month. The rent shall\nbe due and payable in advance commencing on the Commencement Date (as prorated\nfor any partial month) and continuing thereafter on the first day of each\nsuccessive calendar month of the Term. No demand, notice or invoice shall be\nrequired for the payment of Basic Rent. An installment of rent in the amount of\none (1) full month's Basic Rent at the initial rate specified in Item 6 of the\nBasic Lease Provisions shall be delivered to Landlord concurrently with Tenant's\nexecution of this Lease and shall be applied against the Basic Rent first due\nhereunder.\n\n     SECTION 4.2   OPERATING EXPENSES.\n\n          (a)  Tenant shall pay to Landlord, as additional rent, Tenant's Share\nof \"Operating Expenses\", as defined below, incurred by Landlord in the operation\nof the Building and Project. The term \"Tenant's Share\" means that portion of an\nOperating Expense determined by multiplying the cost of such item by a fraction,\nthe numerator of which is the floor area of the Premises and the denominator of\nwhich is the total square footage of the floor area of the Building or the\nProject, as applicable, as of the date on which the computation is made, to be\ncharged with such Operating Expense.\n\n          (b)  Commencing prior to the start of the first full \"Expense Recovery\nPeriod\" (as defined below) of the Lease, and prior to the start of each full or\npartial Expense Recovery Period thereafter, Landlord shall give Tenant a written\nestimate of the amount of Tenant's Share of Operating Expenses for the Expense\nRecovery Period. Tenant shall pay the estimated amounts to Landlord in equal\nmonthly installments, in advance, with Basic Rent. If Landlord has not furnished\nits written estimate for any Expense Recovery Period by the time set forth\nabove, Tenant shall continue to pay cost reimbursements at the rates established\nfor the prior Expense Recovery Period, if any; provided that when the new\nestimate is delivered to Tenant, Tenant shall, at the next monthly payment date,\npay any accrued cost reimbursements based upon the new estimate. For purposes\nhereof, \"Expense Recovery Period\" shall mean every twelve month period during\nthe Term (or portion thereof for the first and last lease years) commencing July\n1 and ending June 30.\n\n                                      -5-\n\n \n          (c)  Within one hundred twenty (120) days after the end of each\nExpense Recovery Period, Landlord shall furnish to Tenant a statement showing in\nreasonable detail the actual or prorated Operating Expenses incurred by Landlord\nduring the period, and the parties shall within thirty (30) days thereafter make\nany payment or allowance necessary to adjust Tenant's estimated payments, if\nany, to the actual Tenant's Share as shown by the annual statement. Any delay or\nfailure by Landlord in delivering any statement hereunder shall not constitute a\nwaiver of Landlord's right to require Tenant to pay Tenant's Share of Operating\nExpenses pursuant hereto. Any amount due Tenant shall be credited against\ninstallments next coming due under this Section 4.2, and any deficiency shall be\npaid by Tenant together with the next installment. If Tenant has not made\nestimated payments during the Expense Recovery Period, any amount owing by\nTenant pursuant to subsection (a) above shall be paid to Landlord in accordance\nwith Article XVI. Should Tenant fail to object in writing to Landlord's\ndetermination of actual Operating Expenses within one hundred eighty (180) days\nfollowing delivery of Landlord's expense statement, Landlord's determination of\nactual Operating Expenses for the applicable Expense Recovery Period shall be\nconclusive and binding on the parties and any future claims to the contrary\nshall be barred.\n\n          Provided Tenant is not then in Default hereunder, Tenant shall have\nthe right to cause a trained accountant to audit Landlord's Operating Expenses.\nIn no event, however, shall such accountant be compensated by Tenant on a\n\"contingency\" basis, or on any other basis tied to the results of said audit.\nTenant shall give notice to Landlord of Tenant's intent to audit within one\nhundred eighty (180) days after Tenant's receipt of Landlord's expense statement\nwhich sets forth Landlord's actual Operating Expenses. Such audit shall be\nconducted at a mutually agreeable time during normal business hours at the\noffice of Landlord or its management agent where the records are maintained. If\nTenant's audit determines that actual Operating Expenses have been overstated by\nmore than five percent (5%), then subject to Landlord's right to review and\/or\ncontest the audit results, Landlord shall reimburse Tenant for the reasonable\nout-of-pocket costs of such audit. Tenant's rent shall be appropriately adjusted\nto reflect any overstatement in Operating Expenses. In the event of a dispute\nbetween Landlord and Tenant regarding the results of such audit, either party\nmay elect to submit the matter for binding arbitration with JAMS\/ENDISPUTE or\nits successor in Orange County, California.\n\n          All of the information obtained by Tenant and\/or its auditor in\nconnection with such audit, as well as any compromise, settlement, or adjustment\nreached between Landlord and Tenant as a result thereof (except to the extent\nthat Tenant shall prove that such information, compromise, settlement or\nadjustment was otherwise available in the public domain), shall be held in\nstrict confidence and, except as may be required pursuant to litigation or court\norder and except for inadvertent disclosures despite Tenant's reasonable efforts\nto keep the disclosed information confidential, shall not be disclosed to any\nthird party, directly or indirectly, by Tenant or its auditor or any of their\nofficers, agents or employees. Landlord may require Tenant's auditor to execute\na separate confidentiality agreement in commercially reasonable form affirming\nthe foregoing as a condition precedent to any audit. In the event of a violation\nof this confidentiality covenant in connection with any audit, then in addition\nto any other legal or equitable remedy available to Landlord, Tenant shall\nforfeit its right to any reconciliation or cost reimbursement payment from\nLandlord due to said audit (and any such payment theretofore made by Landlord\nshall be promptly returned by Tenant), and Tenant shall have no further audit\nrights under this Lease.\n\n          (d)  Even though the Lease has terminated and the Tenant has vacated\nthe Premises, when the final determination is made of Tenant's Share of\nOperating Expenses for the Expense Recovery Period in which the Lease\nterminates, Tenant shall within ten (10) days after receiving notice pay the\nentire increase due over the estimated expenses paid. Conversely, any\noverpayment made in the event expenses decrease shall be rebated by Landlord to\nTenant within ten (10) days following such final determination.\n\n          (e)  If, at any time during any Expense Recovery Period, any one or\nmore of the Operating Expenses are increased to a rate(s) or amount(s) in excess\nof the rate(s) or amount(s) used in calculating the estimated expenses for the\nyear, then the estimate of Tenant's Share of Operating Expenses shall be\nincreased for the month in which such rate(s) or amount(s) becomes effective and\nfor all succeeding months by an amount equal to Tenant's Share of the increase.\nLandlord shall give Tenant written notice of the amount or estimated amount of\nthe increase, the month in which the increase will become effective, Tenant's\nShare thereof and the month for which the payments are due. Tenant shall pay the\nincrease to Landlord as a part of Tenant's monthly payments of estimated\nexpenses as provided in paragraph (b) above, commencing with the month in which\neffective.\n\n          (f)  The term \"Operating Expenses\" shall mean and include all \"Project\nCosts\" (as hereafter defined) and \"Property Taxes\" (as hereafter defined).\n\n          (g)  The term \"Project Costs\" shall include all expenses of operation\nand maintenance of the Building and the Project, together with all appurtenant\nCommon Areas (as defined in Section 6.2), and shall include the following\ncharges by way of illustration but not limitation: water and sewer charges;\n\n                                      -6-\n\n \ninsurance premiums or reasonable premium equivalents should Landlord elect to\nself-insure any risk that Landlord is authorized to insure hereunder; license,\npermit and inspection fees; heat; light; power; janitorial services to any\ninterior Common Areas; air conditioning; supplies; materials; equipment; tools;\nthe cost of any environmental, insurance, tax or other consultant utilized by\nLandlord in connection with the Building and\/or Project; establishment of\nreasonable reserves for replacements and\/or repair of Common Area improvements,\nequipment and supplies; costs incurred in connection with compliance of any laws\nor changes in laws applicable to the Building or the Project; the cost of any\ncapital investments (other than tenant improvements for specific tenants) to the\nextent of the amortized amount thereof over the useful life of such capital\ninvestments (in accordance with generally accepted accounting principles,\nconsistently applied) calculated at a market cost of funds, as reasonably\ndetermined by Landlord, for each such year of useful life during the Term; costs\nassociated with the procurement and maintenance of an air conditioning, heating\nand ventilation service agreement; labor; reasonably allocated wages and\nsalaries, fringe benefits, and payroll taxes for administrative and other\npersonnel directly applicable to the Building and\/or Project, including both\nLandlord's personnel and outside personnel; any expense incurred pursuant to\nSections 6.1, 6.2, 6.4, 7.2, and 10.2; and a reasonable and reasonably allocated\noverhead\/management fee for the professional operation of the Project which\nshall be competitive with fees charged for the management of similar projects in\nthe Irvine Spectrum area. It is understood that Project Costs shall include\ncompetitive charges for direct services provided by any subsidiary or division\nof Landlord.\n\n          Notwithstanding anything to the contrary in this Section 4.2(g),\n\"Project Costs\" shall not include and Tenant shall not have any obligation to\nperform or to pay for the following (collectively, \"Costs\"): (a) Costs\noccasioned by the violation of any law by Landlord or its authorized agents,\ncontractors or employees; (b) Costs of repair or restoration as the result of\ndamage to the Building occasioned by a casualty governed by the provisions of\nArticle XI of this Lease, and Costs of restoration as the result of the exercise\nof the power of eminent domain and governed by the provisions of Article XII of\nthis Lease; (c) Costs for which Landlord has received reimbursement from others;\n(d) Costs for which Landlord is responsible pursuant to Section 2.4 of this\nLease; (e) fees, commissions, attorneys' fees, costs or other disbursements\nincurred in connection with negotiations or disputes with any other occupant of\nthe Project or arising from the violation by Landlord or any occupant of the\nProject (other than Tenant) of the terms and conditions of any lease or other\nagreement; (f) depreciation or amortization; (g) interest, charges and fees\nincurred on debt, payments on mortgages and rent under ground leases encumbering\nthe Premises and\/or the Project; (h) Costs incurred in connection with the\npresence of any Hazardous Material in, on, under or about the Project, except to\nthe extent Tenant is responsible for such Costs as provided in Section 5.3 of\nthis Lease; (i) Costs and expenses for which Tenant reimburses Landlord directly\nor which Tenant pays directly to a third person; (j) any salaries or other\ncompensation payable by Landlord at the \"executive\" level; (k) the cost of any\ncapital investments to the Project and of the Building except to the extent that\nsuch costs are incurred either for the replacement or restoration of any\nexisting system component of the Building and\/or the Project, or for a new\nsystem or component that Landlord reasonably believes overall Project Costs\n(provided that nothing contained in this Subsection (k) shall amend or\nsupersede the provisions of Section 5.1 of this Lease, nor amend or supersede\nTenant's responsibility for capital costs resulting from its particular use of\nthe Premises); and (l) Costs relating exclusively to other buildings in the\nProject other than the Building.\n\n          (h)  The term \"Property Taxes\" as used herein shall include the\nfollowing: (i) all real estate taxes or personal property taxes, as such\nproperty taxes may be reassessed from time to time; and (ii) other taxes,\ncharges and assessments which are levied with respect to this Lease or to the\nBuilding and\/or the Project, and any improvements, fixtures and equipment and\nother property of Landlord located in the Building and\/or the Project, except\nthat general net income and franchise taxes imposed against Landlord shall be\nexcluded; and (iii) all assessments and fees for public improvements, services,\nand facilities and impacts thereon, including without limitation arising out of\nany Community Facilities Districts, \"Mello Roos\" districts, similar assessment\ndistricts, and any traffic impact mitigation assessments or fees; (iv) any tax,\nsurcharge or assessment which shall be levied in addition to or in lieu of real\nestate or personal property taxes, other than taxes covered by Article VIII; and\n(v) costs and expenses incurred in contesting the amount or validity of any\nProperty Tax by appropriate proceedings. Notwithstanding anything to the\ncontrary in this Section 4.2(h), \"Property Taxes\" shall not include and Tenant\nshall not be required to pay any portion of any tax or assessment expense or any\nincrease therein (a) levied on Landlord's rental income, unless such tax or\nassessment expense is imposed in lieu of Property Taxes; (b) imposed on land and\nimprovements other than the Building or Project; or (c) attributable to\nLandlord's net income, inheritance, gift, transfer, estate or state taxes; or\n(d) taxes and\/or assessments to the extent that such taxes or assessments were\npaid in installments other than over the longest possible term.\n\n     SECTION 4.3  SECURITY DEPOSIT. Concurrently with Tenant's delivery of this\nLease, Tenant shall deposit with Landlord the sum, if any, stated in Item 9 of\nthe Basic Lease Provisions, to be held by Landlord as security for the full and\nfaithful performance of Tenant's obligations under this Lease (the \"Security\nDeposit\"). Upon any Default by Tenant, including specifically Tenant's failure\nto pay rent or to abide by its obligations under Sections 7.1 and 15.3 below,\nwhether or not Landlord is informed of or has\n\n                                      -7-\n\n \nknowledge of the Default, the Security Deposit shall be deemed to be\nautomatically and immediately applied, without waiver of any rights Landlord may\nhave under this Lease or at law or in equity as a result of the Default, as a\nsetoff for full or partial compensation for that Default. If any portion of the\nSecurity Deposit is applied after a Default by Tenant, Tenant shall within five\n(5) days after written demand by Landlord deposit cash with Landlord in an\namount sufficient to restore the Security Deposit to its original amount.\nLandlord shall not be required to keep this Security Deposit separate from its\ngeneral funds, and Tenant shall not be entitled to interest on the Security\nDeposit. The Security Deposit shall be returned to Tenant (or, at Landlord's\noption, to the last assignee of Tenant's interest in this Lease) within sixty\n(60) days after the expiration of the Term, provided that Landlord may, in its\nreasonable discretion, retain all or a portion of the Security Deposit to the\nextent and until such time as all amounts due from Tenant in accordance with\nthis Lease have been determined and paid in full, with any balance of the\nSecurity Deposit being returned to Tenant within sixty (60) days after the\nexpiration of the Term. In the event that (i) Tenant has not been in Default\nunder the Lease at any time during the Term hereof, and (ii) Tenant has not at\nany time been more than five (5) days late with respect to any payments of rent\ndue under the Lease more than twice during the Term, then: (A) an amount equal\nto Fifty Thousand Dollars ($50,000.00) of the Security Deposit shall be credited\nagainst Basic Rent due and payable for the thirteenth (13th) month of the Term,\n(B) a further amount equal to Fifty Thousand Dollars ($50,000.00) of the\nSecurity Deposit shall be credited against Basic Rent due and payable for the\ntwenty-fifth (25th) month of the Term, and (C) a further amount equal to Forty-\nThree Thousand One Hundred Seventy-Nine Dollars ($43,179.00) of the Security\nDeposit shall be credited against Basic Rent due and payable for the thirty-\nseventh (37th) month of the Term.\n\n                                ARTICLE V. USES\n\n     SECTION 5.1  USE. Tenant shall use the Premises only for the purposes\nstated in Item 3 of the Basic Lease Provisions, all in accordance with\napplicable laws and restrictions and pursuant to approvals to be obtained by\nTenant from all relevant and required governmental agencies and authorities. The\nparties agree that any contrary use shall be deemed to cause material and\nirreparable harm to Landlord and shall entitle Landlord to injunctive relief in\naddition to any other available remedy. Tenant, at its expense, shall procure,\nmaintain and make available for Landlord's inspection throughout the Term, all\ngovernmental approvals, licenses and permits, if any, required for the proper\nand lawful conduct of Tenant's business in the Premises. Tenant shall not do or\npermit anything to be done in or about the Premises which will in any way\ninterfere with the rights of other occupants of the Building or the Project, or\nuse or allow the Premises to be used for any unlawful purpose, nor shall Tenant\npermit any nuisance or commit any waste in the Premises or the Project. Tenant\nshall not perform any work or conduct any business whatsoever in the Project\nother than inside the Premises. Tenant shall not do or permit to be done\nanything which will invalidate or increase the cost of any insurance policy(ies)\ncovering the Building, the Project and\/or their contents (unless Tenant agrees\nto pay for such increases), and shall comply with all applicable insurance\nunderwriters rules. Tenant shall comply at its expense with all present and\nfuture laws, ordinances, restrictions, regulations, orders, rules and\nrequirements of all governmental authorities that pertain to Tenant or its use\nof the Premises, including without limitation all federal and state occupational\nhealth and safety requirements, whether or not Tenant's compliance will\nnecessitate expenditures or interfere with its use and enjoyment of the\nPremises. Notwithstanding the foregoing or anything in this Lease to the\ncontrary, to the extent that construction or rehabilitation is required in\nconnection with the foregoing compliance, Landlord shall perform such\nconstruction or rehabilitation and the costs thereof, subject to the limitations\non capital investments contained in Section 4.2(g), shall be considered as part\nof \"Project Costs\" (except to the extent that such compliance results from\nTenant's particular use of the Premises [including, without limitation, ADA\ncompliance by Tenant in connection with its business and employment practices in\nthe Premises], in which event Tenant shall perform all required construction\nand\/or rehabilitation at its sole cost and expense). Tenant shall comply at its\nexpense with all present and future covenants, conditions, easements or\nrestrictions now or hereafter affecting or encumbering the Building and\/or\nProject, and any amendments or modifications thereto, including without\nlimitation the payment by Tenant of any periodic or special dues or assessments\ncharged against the Premises or Tenant which may be allocated to the Premises or\nTenant in accordance with the provisions thereof, provided that such compliance\nwith future covenants, conditions, easements or restrictions hereafter affecting\nthe Building and\/or the Project, and\/or compliance with amendments or\nmodifications to existing covenants, conditions, easements or restrictions, do\nnot unreasonably interfere with Tenant's business operations on the Premises or\nmaterially increase the obligations or materially decrease the rights of Tenant\nunder this Lease. Tenant shall promptly upon demand reimburse Landlord for any\nadditional insurance premium charged by reason of Tenant's failure to comply\nwith the provisions of this Section, and shall indemnify Landlord from any\nliability and\/or expense resulting from Tenant's noncompliance.\n\n     SECTION 5.2  SIGNS. Tenant shall have the right to two (2) exterior\nBuilding top signs, subject to Landlord's right of prior approval that such\nexterior signage is in compliance with the Signage Criteria (defined below).\nExcept as provided in the foregoing or as otherwise approved in writing by\n\n                                      -8-\n\n \nLandlord, in its sole discretion, Tenant shall have no right to maintain\nidentification signs in any location in, on or about the Premises, the Building\nor the Project and shall not place or erect any signs, displays or other\nadvertising materials that are visible from the exterior of the Building. The\nsize, design, graphics, material, style, color and other physical aspects of any\npermitted sign shall be subject to Landlord's written approval prior to\ninstallation (which approval may be withheld in Landlord's discretion), any\ncovenants, conditions or restrictions encumbering the Premises, Landlord's\nsignage program for the Project, as in effect from time to time and approved by\nthe City in which the Premises are located (\"Signage Criteria\"), and any\napplicable municipal or other governmental permits and approvals. Tenant\nacknowledges having received and reviewed a copy of the current Signage Criteria\nfor the Project. Tenant shall be responsible for the cost of any permitted sign,\nincluding the fabrication, installation, maintenance and removal thereof. If\nTenant fails to maintain its sign, or if Tenant fails to remove same upon\ntermination of this Lease and repair any damage caused by such removal, Landlord\nmay do so at Tenant's expense.\n\n     SECTION 5.3  HAZARDOUS MATERIALS.\n\n          (a)  For purposes of this Lease, the term \"Hazardous Materials\"\nincludes (i) any \"hazardous materials\" as defined in Section 25501(n) of the\nCalifornia Health and Safety Code, (ii) any other substance or matter which\nresults in liability to any person or entity from exposure to such substance or\nmatter under any statutory or common law theory, and (iii) any substance or\nmatter which is in excess of permitted levels set forth in any federal,\nCalifornia or local law or regulation pertaining to any hazardous or toxic\nsubstance, material or waste.\n\n          (b)  Tenant shall not cause or permit any Hazardous Materials to be\nbrought upon, stored, used, generated, released or disposed of on, under, from\nor about the Premises (including without limitation the soil and groundwater\nthereunder) without the prior written consent of Landlord. Notwithstanding the\nforegoing, Tenant shall have the right, without obtaining prior written consent\nof Landlord, to utilize within the Premises standard office products that may\ncontain Hazardous Materials (such as photocopy toner, \"White Out\", and the\nlike), provided however, that (i) Tenant shall maintain such products in their\n       -------- -------\noriginal retail packaging, shall follow all instructions on such packaging with\nrespect to the storage, use and disposal of such products, and shall otherwise\ncomply with all applicable laws with respect to such products, and (ii) all of\nthe other terms and provisions of this Section 5.3 shall apply with respect to\nTenant's storage, use and disposal of all such products. Landlord may, in its\nsole discretion, place such commercially reasonable conditions as Landlord deems\nappropriate with respect to any such Hazardous Materials, and may further\nrequire that Tenant demonstrate that any such Hazardous Materials are necessary\nor useful to Tenant's business and will be generated, stored, used and disposed\nof in a manner that complies with all applicable laws and regulations pertaining\nthereto and with good business practices. Tenant understands that Landlord may\nutilize an environmental consultant to assist in determining conditions of\napproval in connection with the storage, generation, release, disposal or use of\nHazardous Materials by Tenant on or about the Premises, and\/or to conduct\nperiodic inspections of the storage, generation, use, release and\/or disposal of\nsuch Hazardous Materials by Tenant on and from the Premises, and Tenant agrees\nthat any costs incurred by Landlord in connection therewith shall be reimbursed\nby Tenant to Landlord as additional rent hereunder upon demand.\n\n          (c)  Prior to the execution of this Lease, Tenant shall complete,\nexecute and deliver to Landlord an Environmental Questionnaire and Disclosure\nStatement (the \"Environmental Questionnaire\") in the form of Exhibit B attached\n                                                             ---------\nhereto. The completed Environmental Questionnaire shall be deemed incorporated\ninto this Lease for all purposes, and Landlord shall be entitled to rely fully\non the information contained therein. On each anniversary of the Commencement\nDate until the expiration or sooner termination of this Lease, Tenant shall\ndisclose to Landlord in writing the names and amounts of all Hazardous Materials\nwhich were stored, generated, used, released and\/or disposed of on, under or\nabout the Premises for the twelve-month period prior thereto, and which Tenant\ndesires to store, generate, use, release and\/or dispose of on, under or about\nthe Premises for the succeeding twelve-month period. In addition, to the extent\nTenant is permitted to utilize Hazardous Materials upon the Premises, Tenant\nshall promptly provide Landlord with complete and legible copies of all the\nfollowing environmental documents relating thereto: reports filed pursuant to\nany self-reporting requirements; permit applications, permits, monitoring\nreports, workplace exposure and community exposure warnings or notices and all\nother reports, disclosures, plans or documents (even those which may be\ncharacterized as confidential) relating to water discharges, air pollution,\nwaste generation or disposal, and underground storage tanks for Hazardous\nMaterials; orders, reports, notices, listings and correspondence (even those\nwhich may be considered confidential) of or concerning the release,\ninvestigation of, compliance, cleanup, remedial and corrective actions, and\nabatement of Hazardous Materials; and all complaints, pleadings and other legal\ndocuments filed by or against Tenant related to Tenant's use, handling, storage,\nrelease and\/or disposal of Hazardous Materials.\n\n          (d)  Landlord and its agents shall have the right, but not the\nobligation, to inspect, sample and\/or monitor the Premises and\/or the soil or\ngroundwater thereunder at any time to determine whether\n\n                                      -9-\n\n \nTenant is complying with the terms of this Section 5.3, and in connection\ntherewith Tenant shall provide Landlord with full access to all relevant\nfacilities, records and personnel. If Tenant is not in compliance with any of\nthe provisions of this Section 5.3, or in the event of a release of any\nHazardous Material on, under or about the Premises caused or permitted by\nTenant, its agents, employees, contractors, licensees or invitees, Landlord and\nits agents shall have the right, but not the obligation, without limitation upon\nany of Landlord's other rights and remedies under this Lease, to immediately\nenter upon the Premises without notice and to discharge Tenant's obligations\nunder this Section 5.3 at Tenant's expense, including without limitation the\ntaking of emergency or long-term remedial action. Landlord and its agents shall\nendeavor to minimize interference with Tenant's business in connection\ntherewith, but shall not be liable for any such interference. In addition,\nLandlord, at Tenant's expense, shall have the right, but not the obligation, to\njoin and participate in any legal proceedings or actions initiated in connection\nwith any claims arising out of the storage, generation, use, release and\/or\ndisposal by Tenant or its agents, employees, contractors, licensees or invitees\nof Hazardous Materials on, under, from or about the Premises.\n\n          (e)  If the presence of any Hazardous Materials on, under, from or\nabout the Premises or the Project caused or permitted by Tenant or its agents,\nemployees, contractors, licensees or invitees results in (i) injury to any\nperson, (d) injury to or any contamination of the Premises or the Project, or\n(iii) injury to or contamination of any real or personal property wherever\nsituated, Tenant, at its expense, shall promptly take all actions necessary to\nreturn the Premises and the Project and any other affected real or personal\nproperty owned by Landlord to the condition existing prior to the introduction\nof such Hazardous Materials and to remedy or repair any such injury or\ncontamination, including without limitation, any cleanup, remediation, removal,\ndisposal, neutralization or other treatment of any such Hazardous Materials.\nNotwithstanding the foregoing, Tenant shall not, without Landlord's prior\nwritten consent, take any remedial action in response to the presence of any\nHazardous Materials on, under or about the Premises or the Project or any other\naffected real or personal property owned by Landlord or enter into any similar\nagreement, consent, decree or other compromise with any governmental agency with\nrespect to any Hazardous Materials claims; provided however, Landlord's prior\nwritten consent shall not be necessary in the event that the presence of\nHazardous Materials on, under or about the Premises or the Project or any other\naffected real or personal property owned by Landlord (i) imposes an immediate\nthreat to the health, safety or welfare of any individual or (ii) is of such a\nnature that an immediate remedial response is necessary and it is not possible\nto obtain Landlord's consent before taking such action. To the fullest extent\npermitted by law, Tenant shall indemnify, hold harmless, protect and defend\n(with attorneys acceptable to Landlord) Landlord and any successors to all or\nany portion of Landlord's interest in the Premises and the Project and any other\nreal or personal property owned by Landlord from and against any and all\nliabilities, losses, damages, diminution in value, judgments, fines, demands,\nclaims, recoveries, deficiencies, costs and expenses (including without\nlimitation attorneys' fees, court costs and other professional expenses),\nwhether foreseeable or unforeseeable, arising directly or indirectly out of the\nuse, generation, storage, treatment, release, on- or off-site disposal or\ntransportation of Hazardous Materials on, into, from, under or about the\nPremises, the Building and the Project and any other real or personal property\nowned by Landlord caused or permitted by Tenant, its agents, employees,\ncontractors, licensees or invitees, specifically including without limitation\nthe cost of any required or necessary repair, restoration, cleanup or\ndetoxification of the Premises, the Building and the Project and any other real\nor personal property owned by Landlord, and the preparation of any closure or\nother required plans, whether or not such action is required or necessary during\nthe Term or after the expiration of this Lease. If Landlord at any time\ndiscovers that Tenant or its agents, employees, contractors, licensees or\ninvitees may have caused or permitted the release of a Hazardous Material on,\nunder, from or about the Premises or the Project or any other real or personal\nproperty owned by Landlord, Tenant shall, at Landlord's request, immediately\nprepare and submit to Landlord a comprehensive plan, subject to Landlord's\napproval, specifying the actions to be taken by Tenant to return the Premises or\nthe Project or any other real or personal property owned by Landlord to the\ncondition existing prior to the introduction of such Hazardous Materials. Upon\nLandlord's approval of such cleanup plan, Tenant shall, at its expense, and\nwithout limitation of any rights and remedies of Landlord under this Lease or at\nlaw or in equity, immediately implement such plan and proceed to cleanup such\nHazardous Materials in accordance with all applicable laws and as required by\nsuch plan and this Lease. The provisions of this subsection (e) shall expressly\nsurvive the expiration or sooner termination of this Lease.\n\n          (f)  Landlord hereby discloses to Tenant, and Tenant hereby\nacknowledges, certain facts relating to Hazardous Materials at the Project known\nby Landlord to exist as of the date of this Lease, as more particularly\ndescribed in Exhibit C attached hereto. Tenant shall have no liability or\n             ---------\nresponsibility with respect to the Hazardous Materials facts described in\nExhibit C, nor with respect to any Hazardous Materials which were not caused or\n---------\npermitted by Tenant, its agents, employees, contractors, licensees or invitees.\nNotwithstanding the preceding two sentences, Tenant agrees to notify its agents,\nemployees, contractors, licensees, and invitees of any exposure or potential\nexposure to Hazardous Materials at the Premises that Landlord brings to Tenant's\nattention.\n\n                                      -10-\n\n \n          (g)  To \"Landlord's knowledge\" (as hereinafter defined), except as\ndisclosed on Exhibit C attached hereto: (a) no Hazardous Material is present on\n             ---------\nthe Project or the soil, surface water or groundwater thereof, (b) no\nunderground storage tanks are present on the Project, and (c) no action,\nproceeding or claim is pending or threatened regarding the Project concerning\nany Hazardous Material or pursuant to any environmental law. As used herein,\n\"Landlord's knowledge\" shall mean the actual knowledge, as of the Commencement\nDate of this Lease, of the current employees of Landlord charged with\nresponsibility for the environmental compliance of the Project with Hazardous\nMaterials laws, but without obligation whatsoever for on-or off-site inquiry,\ninvestigation or inspection.\n\n          (h)  Landlord shall take responsibility, at its sole cost and expense,\nfor any governmentally-ordered clean-up, remediation, removal, disposal,\nneutralization, monitoring or other treatment of the Hazardous Materials\nconditions disclosed on Exhibit C attached hereto, and in connection with other\n                        ---------\nHazardous Materials which were present in, on, under or about any part of the\nProject as of the Commencement Date. The foregoing obligation on the part of\nLandlord shall include the reasonable costs (including, without limitation,\nreasonable attorney's fees) of defending Tenant (with attorneys reasonably\nacceptable to Tenant) from and against any legal action or proceeding instituted\nby any governmental agency in connection with such clean-up, remediation,\nremoval, disposal, neutralization or other treatment of such conditions,\nprovided that Tenant promptly tenders such defense to Landlord. The obligation\non the part of Landlord contained in this Section 5.3(h) is personal to The\nIrvine Company and shall not be binding on, nor inure against any successor in\ninterest to The Irvine Company as of the owner of the Premises, including\nwithout limitation, any lender acquiring the Premises by foreclosure of its\nmortgage or deed of trust or deed in lieu of foreclosure. Subject to the\nforegoing, and to the limitations contained elsewhere in this Lease, the\nprovisions of this subsection (h) shall expressly survive the expiration or\nsooner termination of this Lease.\n\n          (i)  The rights, obligations and duties of the parties contained in\nthis Section 5.3 shall supersede any contrary provisions contained in Sections\n7.1, 7.2 and\/or 10.3 of this Lease.\n\n\n                      ARTICLE VI. COMMON AREAS; SERVICES\n\n     SECTION 6.1  UTILITIES AND SERVICES. Tenant shall pay promptly, directly to\nthe appropriate supplier, all charges for water, gas, electricity, sewer, heat,\nlight, power, telephone, refuse pickup, janitorial service, interior landscape\nmaintenance and all other utilities, materials and services furnished directly\nto Tenant or the Premises or used by Tenant in, on or about the Premises during\nthe Term, together with any taxes thereon. If any utilities or services are not\nseparately metered or assessed to Tenant, Landlord shall make a reasonable\ndetermination of Tenant's proportionate share of the cost of such utilities and\nservices and Tenant shall pay such amount to Landlord, as an item of additional\nrent, within ten (10) days after receipt of Landlord's statement or invoice\ntherefor. Alternatively, Landlord may elect to include such cost in the\ndefinition of Building Costs in which event Tenant shall pay Tenant's\nproportionate share of such costs in the manner set forth in Section 4.2.\nLandlord shall not be liable for damages or otherwise for any failure or\ninterruption of any utility or other service furnished to the Premises, and no\nsuch failure or interruption shall be deemed an eviction or entitle Tenant to\nterminate this Lease or withhold or abate any rent due hereunder. Landlord shall\nat all reasonable times have free access to all electrical and mechanical\ninstallations of Landlord, provided that Landlord shall interfere as little as\nreasonably practicable with the conduct of Tenant's business in the Premises.\nNotwithstanding the foregoing, if as a result of the actions of Landlord, its\nauthorized agents or employees, for more than three (3) consecutive business\ndays following written notice to Landlord there is no HVAC or electricity\nservices to all or a portion of the Premises, or such an interruption of other\nessential utilities and building services, such as fire protection or water, so\nthat all or a portion of the Premises cannot be used by Tenant, then Tenant's\nBasic Rent (or an equitable portion of such Basic Rent to the extent that less\nthan all of the Premises are affected) shall thereafter be abated until the\nPremises are again usable by Tenant; provided, however, that if Landlord is\ndiligently pursuing the repair of such utilities or services and Landlord\nprovides substitute services reasonably suitable for Tenant's purposes, as for\nexample, bringing in portable air-conditioning equipment, then there shall not\nbe an abatement of Basic Rent. Any disputes concerning the foregoing shall be\nsubmitted to and resolved by JAMS arbitration pursuant to Section 22.7 of this\nLease. The foregoing provisions shall not apply in case of damage to, or\ndestruction of the Premises, which shall be governed by the provisions of\nArticle XI of the Lease.\n\n     SECTION 6.2  OPERATION AND MAINTENANCE OF COMMON AREAS.  During the Term,\nLandlord shall operate all Common Areas within the Building and the Project. The\nterm \"Common Areas\" shall mean all areas within the exterior boundaries of the\nBuilding and other buildings in the Project which are not held for exclusive use\nby persons entitled to occupy space, and all other appurtenant areas and\nimprovements provided by Landlord for the common use of Landlord and tenants and\ntheir respective employees and invitees, including without limitation parking\nareas and structures, driveways, sidewalks, landscaped and planted areas,\nhallways and interior stairwells not located within the premises of any tenant,\n\n                                      -11-\n\n \ncommon electrical rooms and roof access entries, common entrances and lobbies,\nelevators, and restrooms not located within the premises of any tenant.\n\n     SECTION 6.3  USE OF COMMON AREAS. The occupancy by Tenant of the Premises\nshall include the use of the Common Areas in common with Landlord and with all\nothers for whose convenience and use the Common Areas may be provided by\nLandlord, subject, however, to compliance with all rules and regulations as are\nprescribed from time to time by Landlord. Landlord shall operate and maintain\nthe Common Areas in the manner Landlord may determine to be appropriate as a\n\"first class\" Project. All costs incurred by Landlord for the maintenance and\noperation of the Common Areas shall be included in Project Costs unless any\nparticular cost incurred can be charged to a specific tenant of the Project.\nLandlord shall at all times during the Term have exclusive control of the Common\nAreas, and may restrain any use or occupancy, except as authorized by Landlord's\nrules and regulations. Tenant shall keep the Common Areas clear of any\nobstruction or unauthorized use related to Tenant's operations. Nothing in this\nLease shall be deemed to impose liability upon Landlord for any damage to or\nloss of the property of, or for any injury to, Tenant, its invitees or\nemployees. Landlord may temporarily close any portion of the Common Areas for\nrepairs, remodeling and\/or alterations, to prevent a public dedication or the\naccrual of prescriptive rights, or for any other reason deemed reasonably\nsufficient by Landlord, without liability to Landlord.\n\n     SECTION 6.4  PARKING. Tenant shall be entitled to the number of vehicle\nparking spaces set forth in Item 14 of the Basic Lease Provisions, which spaces\nshall be unreserved and unassigned, on those portions of the Common Areas\ndesignated by Landlord for parking. Tenant shall not use more parking spaces\nthan such number. All parking spaces shall be used only for parking by vehicles\nno larger than full size passenger automobiles, vans or pickup trucks. Tenant\nshall not permit or allow any vehicles that belong to or are controlled by\nTenant or Tenant's employees, suppliers, shippers, customers or invitees to be\nloaded, unloaded or parked in areas other than those designated by Landlord for\nsuch activities. If Tenant permits or allows any of the prohibited activities\ndescribed above, then Landlord shall have the right, without notice, in addition\nto such other rights and remedies that Landlord may have, to remove or tow away\nthe vehicle involved and charge the costs to Tenant. Parking within the Common\nAreas shall be limited to striped parking stalls, and no parking shall be\npermitted in any driveways, access ways or in any area which would prohibit or\nimpede the free flow of traffic within the Common Areas. There shall be no\novernight parking of any vehicles of any kind unless otherwise authorized by\nLandlord, and vehicles which have been abandoned or parked in violation of the\nterms hereof may be towed away at the owner's expense. Landlord shall have the\nright to establish, and from time to time amend, and to enforce against all\nusers all reasonable rules and regulations (including the designation of areas\nfor employee parking) that Landlord may deem necessary and advisable for the\nproper and efficient operation and maintenance of parking within the Common\nAreas. Landlord shall have the right to construct, maintain and operate lighting\nfacilities within the parking areas; to change the area, level, location and\narrangement of the parking areas and improvements therein; to restrict parking\nby tenants, their officers, agents and employees to employee parking areas; to\nenforce parking charges (by operation of meters or otherwise); and to do and\nperform such other acts in and to the parking areas and improvements therein as,\nin the use of good business judgment, Landlord shall determine to be advisable.\nNotwithstanding the foregoing, in no event shall Landlord enforce parking\ncharges (by operation of meters or otherwise): (i) during the initial 60-month\nTerm of this Lease, or (ii) during an extension of the Term if Tenant exercises\nits right to extend the Term as provided in Section 3.3 of this Lease, unless\nLandlord has expressly reserved the right to so enforce parking charges as part\nof its \"Landlord's Determination\" (as provided in said Section 3.3). Any person\nusing the parking area shall observe all directional signs and arrows and any\nposted speed limits. In no event shall Tenant interfere with the use and\nenjoyment of the parking area by other tenants of the Building or their\nemployees or invitees. Parking areas shall be used only for parking vehicles.\nWashing, waxing, cleaning or servicing of vehicles, or the storage of vehicles\nfor 24-hour periods, is prohibited unless otherwise authorized by Landlord.\nTenant shall be liable for any damage to the parking areas caused by Tenant or\nTenant's employees, suppliers, shippers, customers or invitees, including\nwithout limitation damage from excess oil leakage. Tenant shall have no right to\ninstall any fixtures, equipment or personal property in the parking areas.\n\n     SECTION 6.5  CHANGES AND ADDITIONS BY LANDLORD. Landlord reserves the\nright to make alterations or additions to the Building or the Project, or to the\nattendant fixtures, equipment and Common Areas. Landlord may at any time\nrelocate or remove any of the various buildings, parking areas, and other Common\nAreas, and may add buildings and areas to the Project from time to time. No\nchange shall entitle Tenant to any abatement of rent or other claim against\nLandlord, provided that the change does not deprive Tenant of reasonable access\nto or use of the Premises. Notwithstanding anything to the contrary in this\nSection 6.5, Landlord shall not make any modifications to or use of the Common\nAreas if such modifications or use would unreasonably interfere with Tenant's\nbusiness operations on the Premises or materially increase the obligations or\nmaterially decrease the rights of Tenant under the Lease. Landlord shall use its\nreasonable diligence to minimize any disruption to Tenant's business operations\nin connection with any such modifications to the Common Areas.  \n\n                                      -12-\n\n \n                     ARTICLE VII. MAINTAINING THE PREMISES\n\n     SECTION 7.1  TENANT'S MAINTENANCE AND REPAIR. Except as expressly\notherwise provided in Sections 2.4, 5.1, 7.2 and in Articles XI and XII of this\nLease, Tenant at its sole expense shall make all repairs necessary to keep the\nPremises in the condition as existed on the Commencement Date (or on any later\ndate that the improvements may have been installed), excepting ordinary wear and\ntear, including without limitation all glass, windows, doors, door closures,\nhardware, fixtures and fire extinguisher equipment. Any damage or deterioration\nof the Premises shall not be deemed ordinary wear and tear if the same could\nhave been prevented by good maintenance practices by Tenant. As part of its\nmaintenance obligations hereunder, Tenant shall, at Landlord's request, provide\nLandlord with copies of all maintenance schedules, reports and notices prepared\nby, for or on behalf of Tenant. All repairs shall be at least equal in quality\nto the original work, shall be made only by a licensed contractor approved in\nwriting in advance by Landlord. Any contractor utilized by Tenant shall be\nsubject to Landlord's reasonable requirements for contractors, as modified from\ntime to time. Landlord may impose reasonable restrictions and requirements with\nrespect to repairs, as provided in Section 7.3, and the provisions of Section\n7.4 shall apply to all repairs. If Tenant fails to properly maintain and\/or\nrepair the Premises as herein provided following Landlord's notice and the\nexpiration of the applicable cure period, then Landlord may elect to make any\nrepair or maintenance required hereunder on behalf of Tenant and at Tenant's\nexpense, and Tenant shall promptly reimburse Landlord for all reasonable costs\nincurred within ten (10) days following submission of an invoice.\n\n     SECTION 7.2  LANDLORD'S MAINTENANCE AND REPAIR. Landlord shall provide\nservice, maintenance and repair with respect to any air conditioning,\nventilating or heating equipment which serve the Premises and shall maintain in\ngood repair the roof, foundations, footings, the exterior surfaces of the\nexterior walls of the Building, and the structural, electrical, plumbing and\nmechanical systems, except that Tenant at its expense shall make all repairs\nwhich Landlord deems reasonably necessary as a result of the act or negligence\nof Tenant, its agents, employees, invitees, subtenants or contractors. Landlord\nshall have the right to employ or designate any reputable person or firm,\nincluding any employee or agent of Landlord or any of Landlord's affiliates or\ndivisions, to perform any service, repair or maintenance function. Landlord need\nnot make any other improvements or repairs except as specifically required under\nthis Lease, and nothing contained in this Section shall limit Landlord's right\nto reimbursement from Tenant for maintenance, repair costs and replacement costs\nas provided elsewhere in this Lease. Except as expressly provided in Section 7.6\nof this Lease, Tenant understands that it shall not make repairs at Landlord's\nexpense or by rental offset. Tenant further understands that Landlord shall not\nbe required to make any repairs to the roof, foundations, footings, structural,\nelectrical or mechanical systems unless and until Tenant has notified Landlord\nin writing of the need for such repair and Landlord shall have a reasonable\nperiod of time thereafter to commence and complete said repair, if warranted.\nSubject to the provisions of Sections 2.4 and 4.2 of this Lease, all costs of\nany maintenance and repairs on the part of Landlord provided hereunder shall be\nconsidered part of Project Costs.\n\n     SECTION 7.3  ALTERATIONS. Tenant shall make no alterations, additions or\nimprovements to the Premises without the prior written consent of Landlord,\nwhich consent may be given or withheld in Landlord's sole discretion.\nNotwithstanding the foregoing, Landlord shall not unreasonably withhold its\nconsent to any alterations, additions or improvements to the Premises which cost\nless than Three Hundred Thousand Dollars ($300,000.00), provided that such\nalterations, additions or improvements do not (i) affect the exterior of the\nBuilding or outside areas (or be visible from adjoining sites), or (ii) affect\nor penetrate any of the structural portions of the Building, including but not\nlimited to the roof, or (iii) require any change to the basic floor plan of the\nPremises, any change to any structural or mechanical systems of the Premises, or\nany governmental permit as a prerequisite to the construction thereof, or (iv)\ninterfere in any manner with the proper functioning of or Landlord's access to\nany mechanical, electrical, plumbing or HVAC systems, facilities or equipment\nlocated in or serving the Building, or (v) diminish the value of the Premises.\nLandlord may impose, as a condition to its consent, any requirements that\nLandlord in its discretion may deem reasonable or desirable, including but not\nlimited to a requirement that any alteration project costing in excess of \nTwenty-Five Thousand Dollars ($25,000.00) be covered by a lien and completion\nbond satisfactory to Landlord, and requirements as to the manner, time, and\ncontractor for performance of the work. Tenant shall obtain all required permits\nfor the work and shall perform the work in compliance with all applicable laws,\nregulations and ordinances, all covenants, conditions and restrictions affecting\nthe Project, and the Rules and Regulations (hereafter defined). Tenant\nunderstands and agrees that Landlord shall be entitled to a supervision fee in\nthe amount of five percent (5%) of the cost of such work requiring a permit from\nthe City of Irvine. If any governmental entity requires, as a condition to any\nproposed alterations, additions or improvements to the Premises by Tenant, that\nimprovements be made to the Common Areas, and if Landlord consents to such\nimprovements to the Common Areas, then Tenant shall, at Tenant's sole expense,\nmake such required improvements to the Common Areas in such manner, utilizing\nsuch materials, and with such contractors (including, if required by Landlord,\nLandlord's contractors) as Landlord may require in its reasonable discretion.\nUnder no circumstances shall Tenant make any improvement which incorporates any\nHazardous Materials, including without limitation asbestos-containing\nconstruction materials into the\n\n                                      -13-\n\n \nPremises. Any request for Landlord's consent shall be made in writing and shall\ncontain architectural plans describing the work in detail reasonably\nsatisfactory to Landlord. Unless Landlord otherwise agrees in writing, all\nalterations, additions or improvements affixed to the Premises (excluding trade\nfixtures, personal property and furniture) shall become the property of Landlord\nand shall be surrendered with the Premises at the end of the Term, except that\nLandlord may, by notice to Tenant, require Tenant to remove by the Expiration\nDate, or sooner termination date of this Lease, all or any alterations,\ndecorations, fixtures, additions and the like installed either by Tenant or by\nLandlord at Tenant's request, and any \"Non-Standard Improvements\" installed by\nLandlord pursuant to the Work Letter, and to repair any damage to the Premises\narising from that removal. Any notice to Tenant pursuant to the foregoing shall\nbe given by Landlord concurrently with its consent (following Tenant's request\nfor such consent) for all or any alterations, decorations, fixtures or additions\nand the like, and concurrently with Landlord's consent (following Tenant's\nrequest for such consent) for any Non-Standard Improvements installed by\nLandlord pursuant to the Work Letter. If such consent for such alterations,\ndecorations, fixtures, additions or Non-Standard Improvements is either not\nrequested by Tenant or given by Landlord, then any such notice of removal may be\ngiven at any time prior to sixty (60) days following the expiration or earlier\ntermination of the Term of this Lease. Except as otherwise provided in this\nLease or in any Exhibit to this Lease, should Landlord make any alteration or\nimprovement to the Premises for Tenant, Landlord shall be entitled to prompt\nreimbursement from Tenant for all costs incurred.\n\n     SECTION 7.4  MECHANIC'S LIENS. Tenant shall keep the Premises free from\nany liens arising out of any work performed, materials furnished, or obligations\nincurred by or for Tenant. Upon request by Landlord, Tenant shall promptly cause\nany such lien to be released by posting a bond in accordance with California\nCivil Code Section 3143 or any successor statute. In the event that Tenant shall\nnot, within thirty (30) days following the imposition of any lien, cause the\nlien to be released of record by payment or posting of a proper bond, Landlord\nshall have, in addition to all other available remedies, the right to cause the\nlien to be released by any means it deems proper, including payment of or\ndefense against the claim giving rise to the lien. All expenses so incurred by\nLandlord, including Landlord's attorneys' fees, and any consequential or other\ndamages incurred by Landlord arising out of such lien, shall be reimbursed by\nTenant promptly following Landlord's demand, together with interest from the\ndate of payment by Landlord at the maximum rate permitted by law until paid.\nTenant shall give Landlord no less than twenty (20) days' prior notice in\nwriting before commencing construction of any kind on the Premises so that\nLandlord may post and maintain notices of nonresponsibility on the Premises.\n\n     SECTION 7.5  ENTRY AND INSPECTION. Subject to Tenant's reasonable security\nrequirements, Landlord shall at all reasonable times, upon at least twenty-four\n(24) hours' written or oral notice (except in emergencies, when no notice shall\nbe required) have the right to enter the Premises to inspect them, to supply\nservices in accordance with this Lease, to protect the interests of Landlord in\nthe Premises, and to submit the Premises to prospective or actual purchasers or\nencumbrance holders (or, during the last one hundred and eighty (180) days of\nthe Term or when a Default exists, to prospective tenants), all without being\ndeemed to have caused an eviction of Tenant and without abatement of rent except\nas provided elsewhere in this Lease. Landlord shall have the right, if desired,\nto retain a key which unlocks all of the doors in the Premises, excluding\nTenant's vaults and safes, and Landlord shall have the right to use any and all\nmeans which Landlord may deem proper to open the doors in an emergency in order\nto obtain entry to the Premises, and any entry to the Premises obtained by\nLandlord shall not under any circumstances be deemed to be a forcible or\nunlawful entry into, or a detainer of, the Premises, or any eviction of Tenant\nfrom the Premises.\n\n     SECTION 7.6  TENANT'S SELF-HELP. Notwithstanding anything to the contrary\ncontained in Section 7.2 of this Lease, if Landlord shall fail to perform any\nrepair obligations required under this Article VII within thirty (30) days\nfollowing Tenant's written request for such repairs, or if Landlord shall fail\nto perform any repairs required under this Lease of an emergency condition\nwithin 48 hours' written notice from Tenant, then Tenant may elect to make such\nrepairs at Landlord's expense by complying with the following provisions of this\nSection 7.6. Before making any such repair, Tenant shall deliver to Landlord a\nnotice for the need for such repair (\"Self-Help Notice\"), which notice shall\nspecifically advise Landlord that Tenant intends to exercise its self-help right\nhereunder. Should Landlord fail, within ten (10) days following receipt of the\nSelf-Help Notice (or within 48 hours following notice in the event of necessary\nemergency repairs), to commence the necessary repair or to make other\narrangements reasonably satisfactory to Tenant, then Tenant shall have the right\nto make such repair on behalf of Landlord. Landlord shall promptly reimburse\nTenant for the reasonable costs of such repairs, but in no event shall Tenant\nhave the right to offset rent against such costs. In the event that the work\ncould affect the Building's structural, mechanical, electrical, heating,\nventilating, air conditioning, life safety or plumbing components or systems,\nthen Tenant shall use only those contractors used by Landlord in the Project for\nsuch work. The foregoing requirement shall not apply in cases of emergency if\nTenant is unable to obtain such contractors for emergency repair work. If those\ncontractors are unwilling or unable to perform the work, Tenant may retain the\nservices of qualified, reputable and licensed, bondable contractors with like\nexperience in similar building systems. Tenant shall be responsible\n\n                                      -14-\n\n \nfor obtaining any necessary governmental permits before commencing the repair\nwork, and Tenant shall assume the risk of any damage, loss or injury resulting\nfrom such work.\n\n           ARTICLE VIII. TAXES AND ASSESSMENTS ON TENANT'S PROPERTY\n\n     Tenant shall be liable for and shall pay, at least ten (10) days before\ndelinquency, all taxes and assessments levied against all personal property of\nTenant located in the Premises, against all improvements to the Premises made by\nLandlord or Tenant which are above Landlord's Project standard in quality and\/or\nquantity for comparable space within the Project (\"Above Standard\nImprovements\"), and against any alterations, additions or like improvements made\nto the Premises by or on behalf of Tenant. When possible Tenant shall cause its\npersonal property, Above Standard Improvements and alterations to be assessed\nand billed separately from the real property of which the Premises form a part.\nIf any taxes on Tenant's personal property, Above Standard Improvements and\/or\nalterations are levied against Landlord or Landlord's property and if Landlord\npays the same, or if the assessed value of Landlord's property is increased by\nthe inclusion of a value placed upon the personal property, Above Standard\nImprovements and\/or alterations of Tenant and if Landlord pays the taxes based\nupon the increased assessment, Tenant shall pay to Landlord the taxes so levied\nagainst Landlord or the proportion of the taxes resulting from the increase in\nthe assessment. In calculating what portion of any tax bill which is assessed\nagainst Landlord separately, or Landlord and Tenant jointly, is attributable to\nTenant's Above Standard Improvements, alterations and personal property,\nLandlord's reasonable determination shall be conclusive.  \n\n                     ARTICLE IX. ASSIGNMENT AND SUBLETTING\n\n     SECTION 9.1  RIGHTS OF PARTIES.\n\n          (a)  Notwithstanding any provision of this Lease to the contrary,\nTenant will not, either voluntarily or by operation of law, assign, sublet,\nencumber, or otherwise transfer all or any part of Tenant's interest in this\nlease, or permit the Premises to be occupied by anyone other than Tenant,\nwithout Landlord's prior written consent, which consent shall not unreasonably\nbe withheld in accordance with the provisions of Section 9.1(b). No assignment\n(whether voluntary, involuntary or by operation of law) and no subletting shall\nbe valid or effective without Landlord's prior written consent and, at\nLandlord's election, any such assignment or subletting shall constitute a\nmaterial Default of this Lease. Landlord shall not be deemed to have given its\nconsent to any assignment or subletting by any other course of action, including\nits acceptance of any name for listing in the Building directory. To the extent\nnot prohibited by provisions of the Bankruptcy Code, 11 U.S.C. Section 101 et\nseq. (the \"Bankruptcy Code\"), including Section 365(f)(1), Tenant on behalf of\nitself and its creditors, administrators and assigns waives the applicability of\nSection 365(e) of the Bankruptcy Code unless the proposed assignee of the\nTrustee for the estate of the bankrupt meets Landlord's standard for consent as\nset forth in Section 9.1(b) of this Lease. If this Lease is assigned to any\nperson or entity pursuant to the provisions of the Bankruptcy Code, any and all\nmonies or other considerations to be delivered in connection with the assignment\nshall be delivered to Landlord, shall be and remain the exclusive property of\nLandlord and shall not constitute property of Tenant or of the estate of Tenant\nwithin the meaning of the Bankruptcy Code. Any person or entity to which this\nLease is assigned pursuant to the provisions of the Bankruptcy Code shall be\ndeemed to have assumed all of the obligations arising under this Lease on and\nafter the date of the assignment, and shall upon demand execute and deliver to\nLandlord an instrument confirming that assumption.\n\n          (b)  If Tenant desires to transfer an interest in this Lease, it shall\nfirst notify Landlord of its desire and shall submit in writing to Landlord: (i)\nthe name and address of the proposed transferee; (ii) the nature of any proposed\nsubtenant's or assignee's business to be carried on in the Premises; (iii) the\nterms and provisions of any proposed sublease or assignment, including a copy of\nthe proposed assignment or sublease form; (iv) evidence of insurance of the\nproposed assignee or subtenant complying with the requirements of Exhibit D\n                                                                  ---------\nhereto; (v) a completed Environmental Questionnaire from the proposed assignee\nor subtenant; and (vi) any other information requested by Landlord and\nreasonably related to the transfer. Except as provided in Subsection (c) of this\nSection, Landlord shall not unreasonably withhold its consent, provided: (1) the\nuse of the Premises will be consistent with the provisions of this Lease and\nwith Landlord's commitment to other tenants of the Building and Project; (2) the\nproposed assignee or subtenant has not been required by any prior landlord,\nlender or governmental authority to take remedial action in connection with\nHazardous Materials contaminating a property arising out of the proposed\nassignee's or subtenant's actions or use of the property in question and is not\nsubject to any enforcement order issued by any governmental authority in\nconnection with the use, disposal or storage of a Hazardous Material; (3) at\nLandlord's election, insurance requirements shall be brought into conformity\nwith Landlord's then current leasing practice; (4) any proposed subtenant or\nassignee demonstrates that it is financially responsible by submission to\nLandlord of all reasonable information as Landlord may request concerning the\nproposed subtenant or assignee, including, but not limited to, a balance sheet\nof the proposed subtenant or assignee as of a date within ninety (90) days of\nthe\n\n                                      -15-\n\n \nrequest for Landlord's consent, statements of income or profit and loss of the\nproposed subtenant or assignee for the two-year period preceding the request for\nLandlord's consent, and\/or a certification signed by the proposed subtenant or\nassignee that it has not been evicted or been in arrears in rent at any other\nleased premises for the 3-year period preceding the request for Landlord's\nconsent; (5) any proposed subtenant or assignee demonstrates to Landlord's\nreasonable satisfaction a record of successful experience in business; (6) the\nproposed assignee or subtenant is not an existing tenant of the Building or\nProject or a prospect with whom Landlord is negotiating to become a tenant at\nthe Building or Project; and (7) the proposed transfer will not impose\nadditional burdens or adverse tax effects on Landlord. If Tenant has any\nexterior sign rights under this Lease, such rights are personal to Tenant and\nmay not be assigned or transferred to any assignee of this Lease or subtenant of\nthe Premises without Landlord's prior written consent which may be withheld in\nLandlord's reasonable discretion, provided that such signage complies with the\nprovisions of Section 5.2 of this Lease, and provided that Landlord's sole and\nabsolute discretion shall apply to the assignee's or sublessee's name on said\nsignage.\n\n          If Landlord consents to the proposed transfer, Tenant may within\nninety (90) days after the date of the consent effect the transfer upon the\nterms described in the information furnished to Landlord; provided that any\nmaterial change in the terms shall be subject to Landlord's consent as set forth\nin this Section. Landlord shall approve or disapprove any requested transfer\nwithin thirty (30) days following receipt of Tenant's written request, the\ninformation set forth above, and the fee set forth below.\n\n          (c)  Notwithstanding the provisions of Subsection (b) above, in the\nevent that Tenant shall determine to assign this Lease, or to sublease more than\nthirty-three and thirty-three hundredths percent (33.33%) of the floor area of\nthe Premises in the aggregate, to any entity other than a Tenant Affiliate, then\nTenant shall give written notice of the basic economic terms upon which Tenant\npurposes to so assign or sublet the Premises, including, without limitation, the\nproposed consideration payable for such assignment or subrent payable under such\nsublease, the proposed sublease term, and the amount of any improvement\nallowances proposed by Tenant for such assignment or subletting (collectively,\nthe \"Economic Terms\"). Within thirty (30) days after the date of such notice,\nLandlord shall elect whether or not to terminate this Lease in its entirety if\nan assignment is proposed, or to terminate this Lease as to the portion of the\nPremises proposed to be subleased with an abatement in the rent payable under\nthis Lease proportionate to the floor area proposed for sublease to the entire\nfloor area of the Premises. Any such termination shall be effective on that date\nwhich is sixty (60) days following Landlord's notice of its election to so\nterminate. Landlord's failure to so elect within said thirty (30) days shall\nconstitute Landlord's election not to so terminate. In the event of any such\ntermination, Landlord may thereafter, at its option, assign or re-let any space\nso recaptured to any third party, including without limitation, any party with\nwhom Tenant is then negotiating to assign or sublet the Lease, and Tenant shall\nsurrender the Premises (or the portion of the Premises recaptured) to Landlord\nas provided in Section 15.3 as of the effective date of such termination. In the\nevent that Landlord shall elect not to terminate the Lease as provided in the\nforegoing, then Tenant may assign the Lease, or sublet that portion of the\nPremises set forth in its notice to Landlord, as applicable, upon Economic Terms\nwhich are not more favorable to the assignee or sublessee than those Economic\nTerms offered to Landlord. In the event that Tenant shall not enter into a\nbinding assignment agreement or sublease agreement with an assignee or\nsubtenant, as applicable, which shall be effective within one hundred eighty\n(180) days following the original offer notice to Landlord, then Tenant shall\nrepeat the procedures set forth in this Subsection 9.1(c).\n\n          (d)  Tenant agrees that fifty percent (50%) of any amounts paid by the\nassignee or subtenant, however described, in excess of (i) the Basic Rent\npayable by Tenant hereunder, or in the case of a sublease of a portion of the\nPremises, in excess of the Basic Rent reasonably allocable to such portion, plus\n(ii) Tenant's direct out-of-pocket costs which Tenant certifies to Landlord have\nbeen paid to provide occupancy related services to such assignee or subtenant of\na nature commonly provided by landlords of similar space, plus (iii) Tenant's\nother reasonable out-of-pocket costs in connection with such assignment or\nsublease including, without limitation, reasonable attorneys' fees, brokerage\nfees and (subject to the provisions of Section 7.3 of this Lease) the\nunamortized portion of improvements made to the Premises at the expense of\nTenant in connection with such assignment or sublease, shall be the property of\nLandlord and such amounts shall be payable directly to Landlord by the assignee\nor subtenant or, at Landlord's option, by Tenant. At Landlord's request, a\nwritten agreement shall be entered into by and among Tenant, Landlord and the\nproposed assignee or subtenant confirming the requirements of this subsection.\n\n          (e)  Tenant shall pay to Landlord a fee of Five Hundred Dollars\n($500.00) if and when any transfer hereunder is requested by Tenant. Such fee is\nhereby acknowledged as a reasonable amount to reimburse Landlord for its costs\nof review and evaluation of a proposed assignee\/sublessee, and Landlord shall\nnot be obligated to commence such review and evaluation unless and until such\nfee is paid.\n\n     SECTION 9.2  EFFECT OF TRANSFER. No subletting or assignment, even with\nthe consent of Landlord, shall relieve Tenant of its obligation to pay rent and\nto perform all its other obligations under this Lease. Moreover, Tenant shall\nindemnify and hold Landlord harmless, as provided in Section 10.3, for any\n\n                                      -16-\n\n \nact or omission by an assignee or subtenant as provided in said Section 10.3.\nEach assignee, other than Landlord, shall be deemed to assume all obligations of\nTenant under this Lease and shall be liable jointly and severally with Tenant\nfor the payment of all rent, and for the due performance of all of Tenant's\nobligations, under this Lease. No transfer shall be binding on Landlord unless\nany document memorializing the transfer is delivered to Landlord and both the\nassignee\/subtenant and Tenant deliver to Landlord an executed consent to\ntransfer instrument prepared by Landlord and consistent with the requirements of\nthis Article. The acceptance by Landlord of any payment due under this Lease\nfrom any other person shall not be deemed to be a waiver by Landlord of any\nprovision of this Lease or to be a consent to any transfer. Consent by Landlord\nto one or more transfers shall not operate as a waiver or estoppel to the future\nenforcement by Landlord of its rights under this Lease.\n\n     SECTION 9.3  SUBLEASE REQUIREMENTS. The following terms and conditions\nshall apply to any subletting by Tenant of all or any part of the Premises and\nshall be deemed included in each sublease:\n\n          (a)  Any such subtenant's interest shall be subject to the terms and\nprovisions of this Lease.\n\n          (b)  Tenant hereby irrevocably assigns to Landlord all of Tenant's\ninterest in all rentals and income arising from any sublease of the Premises,\nand Landlord may collect such rent and income and apply same toward Tenant's\nobligations under this Lease; provided, however, that until a Default occurs in\nthe performance of Tenant's obligations under this Lease, Tenant shall have the\nright to receive and collect the sublease rentals. Landlord shall not, by reason\nof this assignment or the collection of sublease rentals, be deemed liable to\nthe subtenant for the performance of any of Tenant's obligations under the\nsublease. Tenant hereby irrevocably authorizes and directs any subtenant, upon\nreceipt of a written notice from Landlord stating that a Default exists in the\nperformance of Tenant's obligations under this Lease, to pay to Landlord all\nsums then and thereafter due under the sublease. Tenant agrees that the\nsubtenant may rely on that notice without any duty of further inquiry and\nnotwithstanding any notice or claim by Tenant to the contrary. Tenant shall have\nno right or claim against the subtenant or Landlord for any rentals so paid to\nLandlord.\n\n          (c)  In the event of the termination of this Lease, Landlord may, at\nits sole option, take over Tenant's entire interest in any sublease and, upon\nnotice from Landlord, the subtenant shall attorn to Landlord. In no event,\nhowever, shall Landlord be liable for any previous act or omission by Tenant\nunder the sublease or for the return of any advance rental payments or deposits\nunder the sublease that have not been actually delivered to Landlord, nor shall\nLandlord be bound by any sublease modification executed without Landlord's\nconsent or for any advance rental payment by the subtenant in excess of one\nmonth's rent. The general provisions of this Lease, including without limitation\nthose pertaining to insurance and indemnification, shall be deemed incorporated\nby reference into the sublease despite the termination of this Lease.\n\n     SECTION 9.4  CERTAIN TRANSFERS. Notwithstanding anything to the contrary\ncontained in this Article IX, Landlord's consent shall not be required for the\nassignment of this Lease, or to a subletting of the Premises, to (a) a\nsubsidiary, affiliate, division or corporation controlling, controlled by or\nunder common control with Tenant, (b) a successor corporation to Tenant by\nmerger, consolidation, nonbankruptcy reorganization, or government action, (c) a\npurchaser of substantially all of Tenant's assets located in the Premises, or\n(d) either of the Guarantors of this Lease (collectively, a \"Tenant Affiliate\"\nherein), so long as (i) the net worth of the successor entity after any such\nmerger, consolidation, reorganization, action or assignment, is at least equal\nto the net worth of Tenant immediately prior to the date of such merger,\nconsolidation, reorganization, action or assignment, evidence of which,\nsatisfactory to Landlord, shall be presented to Landlord prior thereto, (ii)\nTenant shall provide to Landlord, prior to such merger, consolidation,\nreorganization, action or assignment, written notice thereof and such assignment\ndocumentation and other information as Landlord may reasonably request in\nconnection therewith, and (iii) all of the other terms and requirements of this\nArticle shall apply with respect to such merger, consolidation, reorganization,\naction or assignment, except for the terms and requirements of Section 9.1 which\nshall not apply thereto.\n\n                      ARTICLE X. INSURANCE AND INDEMNITY\n\n     SECTION 10.1  TENANT'S INSURANCE. Tenant, at its sole cost and expense,\nshall provide and maintain in effect the insurance described in Exhibit D.\n                                                                ---------\nEvidence of that insurance must be delivered to Landlord prior to the\nCommencement Date.\n\n     SECTION 10.2  LANDLORD'S INSURANCE. Landlord shall provide the following\ntypes of insurance, with or without deductible and in amounts and coverages as\nmay be determined by Landlord in its discretion: \"all risk\" property insurance,\nsubject to standard exclusions (such as, but not limited to, earthquake and\nflood exclusions), covering the full replacement cost of the Building, the\nTenant Improvements and the\n\n                                      -17-\n\n \nCommon Areas (the \"All-Risk Policy\"). In addition, Landlord may, at its\nelection, obtain insurance for such other risks as Landlord or its mortgagees\nmay from time to time deem appropriate, including without limitation, coverage\nfor earthquake, flood and commercial general liability. Landlord shall not be\nrequired to carry insurance of any kind on Tenant's property, including\nleasehold improvements, trade fixtures, furnishings, equipment, plate glass,\nsigns and all other items of personal property, and shall not be obligated to\nrepair or replace that property should damage occur. All proceeds of insurance\nmaintained by Landlord upon the Building and Project shall be the property of\nLandlord, whether or not Landlord is obligated to or elects to make any repairs.\nAt Landlord's option, Landlord may self-insure all or any portion of the risks\nfor which Landlord elects or is required to provide insurance hereunder.\n\n     SECTION 10.3  JOINT INDEMNITY.\n\n          (a)  Tenant's Indemnity. To the fullest extent permitted by law,\n               ------------------\nTenant shall defend (with attorneys reasonably acceptable to Landlord),\nindemnify, protect, save and hold harmless Landlord, its agents, and any and all\naffiliates of Landlord, including, without limitation, any corporations or other\nentities controlling, controlled by or under common control with Landlord, from\nand against any and all claims, liabilities, costs or expenses arising from\nTenant's use or occupancy of the Premises or the Building, or from the conduct\nof its business, or from any activity, work, or thing done, permitted or\nsuffered by Tenant or its agents, employees, invitees or licensees in or about\nthe Premises or the Building, or from any Default in the performance of any\nobligation on Tenant's part to be performed under this Lease, or from any act or\nnegligence of Tenant or its agents, employees, visitors, patrons, guests,\ninvitees or licensees; provided Tenant shall have no obligation to indemnify,\nsave or hold harmless Landlord for any claims, liabilities, costs or expenses to\nthe extent the same is caused by the negligence or willful misconduct on the\npart of Landlord, or its authorized agents, contractors or employees, or for\nwhich Tenant is otherwise indemnified hereunder. In cases of alleged negligence\nasserted by third parties against Landlord which arise out of, are occasioned\nby, or in any way attributable to Tenant's, its agents, employees, contractors,\nlicensees or invitees use and occupancy of the Premises or the Building, or from\nthe conduct of its business or from any activity, work or thing done, permitted\nor suffered by Tenant or its agents, employees, invitees or licensees on\nTenant's part to be performed under this Lease, or from any act of negligence of\nTenant, its agents, employees, licensees or invitees, Tenant shall accept any\ntender of defense for Landlord and shall, notwithstanding any allegation of\nnegligence or willful misconduct on the part of the Landlord, defend Landlord\nand protect and hold Landlord harmless and pay all costs expenses and attorneys'\nfees incurred in connection with such litigation, provided that Tenant shall not\nbe liable for any such injury or damage, and Landlord shall reimburse Tenant for\nthe reasonable attorney's fees and costs for the attorney representing both\nparties, all to the extent and in the proportion that such injury or damage is\nultimately determined by a court of competent jurisdiction (or in connection\nwith any negotiated settlement agreed to by Landlord) to be attributable to the\nnegligence or willful misconduct of Landlord. Upon Landlord's request, Tenant\nshall at Tenant's sole cost and expense, retain a separate attorney selected by\nLandlord to represent Landlord in any such suit if Landlord determines that the\nrepresentation of both Tenant and Landlord by the same attorney would cause a\nconflict of interest; provided, however, that to the extent and in the\nproportion that the injury or damage which is the subject of the suit is\nultimately determined by a court of competent jurisdiction (or in connection\nwith any negotiated settlement agreed to by Landlord) to be attributable to the\nnegligence or willful misconduct of Landlord, Landlord shall reimburse Tenant\nfor the reasonable legal fees and costs of the separate attorney retained by\nTenant. The provisions of this Subsection 10.3(a) shall expressly survive the\nexpiration or sooner termination of this Lease.\n\n          (b)  Landlord's Indemnity. To the fullest extent permitted by law, but\n               --------------------\nsubject to the express limitations on liability contained in this Lease\n(including, without limitation, the provisions of Sections 10.4, 10.5 and 14.8\nof this Lease), Landlord shall defend (with attorneys reasonably acceptable to\nTenant), indemnify, protect, save and hold harmless Tenant, its agents and any\nand all affiliates of Tenant, including, without limitation, any corporations,\nor other entities controlling, controlled by or under common control with\nTenant, from and against any and all claims, liabilities, costs or expenses\narising from the maintenance or repair of the Common Areas, the Project and\/or\nthe Building by Landlord or its employees, authorized agents or contractors;\nprovided that Landlord shall have no obligation to indemnify, save or hold\nharmless Tenant for any claims, liabilities, costs or expenses to the extent the\nsame is caused by the negligence or willful misconduct on the part of Tenant, or\nits agents, employees, licensees or invitees, or for which Landlord is otherwise\nindemnified hereunder. In cases of alleged negligence asserted by third parties\nagainst Tenant which arise out of, are occasioned by, or in any way attributable\nto the maintenance or repair of the Common Areas, the Project or the Building by\nLandlord or its contractors, authorized agents or employees, Landlord shall\naccept any tender defense for Tenant and shall, notwithstanding any allegation\nof negligence or willful misconduct on the part of Tenant, defend Tenant and\nprotect and hold Tenant harmless and pay all cost, expense and attorneys' fees\nincurred in connection with such litigation, provided that Landlord shall not be\nliable for any such injury or damage, and Tenant shall reimburse Landlord for\nthe reasonable attorney's fees and costs for the attorney representing both\nparties, all to the extent and in the proportion that such injury or damage is\nultimately determined by a court of competent jurisdiction (or in\n\n                                      -18-\n\n \nconnection with any negotiated settlement agreed to by Tenant) to be\nattributable to the negligence or willful misconduct of Tenant. Upon Tenant's\nrequest, Landlord shall at Landlord's sole cost and expense, retain a separate\nattorney selected by Tenant to represent Tenant in any such suit if Tenant\ndetermines that the representation of both Tenant and Landlord by the same\nattorney would cause conflict of interest; provided, however, that to the extent\nand the proportion that the injury or damage which is the subject of the suit is\nultimately determined by a court of competent jurisdiction (or in connection\nwith any negotiated settlement agreed to by Tenant) to be attributable to the\nnegligence or willful misconduct of Tenant, Tenant shall reimburse Landlord for\nthe reasonable legal fees and costs of the separate attorney retained by\nLandlord. The provisions of this Subsection 10.3(b) shall expressly survive the\nexpiration or sooner termination of this Lease.\n\n     SECTION 10.4  LANDLORD'S NONLIABILITY. Except as expressly provided by the\nindemnity obligations contained in Section 10.3(b) of this Lease, Landlord shall\nnot be liable to Tenant, its employees, agents and invitees, and Tenant hereby\nwaives all claims against Landlord, for loss of or damage to any property, or\nany injury to any person, or any other loss, cost, damage, injury or liability\nwhatsoever resulting from fire, explosion, failing plaster, steam, gas,\nelectricity, water or rain which may leak or flow from or into any part of the\nBuilding or from the breakage, leakage, obstruction or other defects of the\npipes, sprinklers, wires, appliances, plumbing, air conditioning, electrical\nworks or other fixtures in the Building, whether the damage or injury results\nfrom conditions arising in the Premises or in other portions of the Project.\nNotwithstanding any provision of this Lease to the contrary, including, without\nlimitation, the provisions of Section 10.3(b) of this Lease, Landlord shall in\nno event be liable to Tenant, its employees, agents, and invitees, and Tenant\nhereby waives all claims against Landlord, for loss or interruption of Tenant's\nbusiness or income (including, without limitation, any consequential damages and\nlost profit or opportunity costs), or any other loss, cost, damage, injury or\nliability resulting from, but not limited to, Acts of God, acts of civil\ndisobedience or insurrection, acts of omissions (criminal or otherwise) of any\nthird parties, including without limitation, any other tenants within the\nProject or their agents, employees, contractors, guests or invitees. It is\nunderstood that any such condition may require the temporary evacuation or\nclosure of all or a portion of the Building. Except as expressly provided in\nthis Lease, there shall be no abatement of rent and no liability of Landlord\nby reason of any injury to or interference with Tenant's business (including\nwithout limitation consequential damages and lost profit or opportunity costs)\narising from the making of any repairs, alterations or improvements to any\nportion of the Building, including repairs to the premises, nor shall any\nrelated activity by Landlord constitute an actual or constructive eviction,\nprovided, however, that in making repairs, alterations or improvements,\nLandlord shall interfere as little as reasonably practicable with the conduct\nof Tenant's business in the Premises. Neither Landlord nor its agents shall be\nliable for interference with light or other similar intangible interests.\nTenant shall immediately notify Landlord in case of fire or accident in the\nPremises, the Building or the Project and of defects in any improvements or\nequipment.\n\n     SECTION 10.5  WAIVER OF SUBROGATION. Notwithstanding anything to the\ncontrary contained in this Lease, Landlord and Tenant each hereby waives all\nrights of recovery against the other and the other's agents on account of loss\nand damage occasioned to the property of such waiving party to the extent only\nthat such loss or damage is required to be insured against under any \"all risk\"\nproperty insurance policies required by this Article X (including, without\nlimitation, the All-Risk Policy carried by Landlord, whether or not Landlord\nchooses to self-insure such coverage); provided however, that the foregoing\nwaiver shall not apply to the extent of Tenant's obligations to pay deductibles\nunder any such policies and this Lease. By this waiver it is the intent of the\nparties that neither Landlord nor Tenant shall be liable to any insurance\ncompany (by way of subrogation or otherwise) insuring the other party for any\nloss or damage insured against under any \"all-risk\" property insurance policies\nrequired by this Article, even though such loss or damage might be occasioned by\nthe negligence of such party, its agents, employees, contractors, guests or\ninvitees. All of the parties' repair and maintenance and indemnity obligations\nunder this Lease shall be subject to the waiver of subrogation contained in this\nSection 10.5. The parties hereto shall cause each property insurance policy it\nobtains to include a waiver of subrogation regarding the liabilities released\nhereby.   \n\n                       ARTICLE XI. DAMAGE OR DESTRUCTION\n\n     SECTION 11.1  RESTORATION.\n\n          (a)  If the Building of which the Premises are a part is damaged,\nLandlord shall repair that damage as soon as reasonably possible, at its\nexpense, unless: (i) Landlord reasonably determines that the cost of repair is\ngreater than Fifty Thousand Dollars ($50,000.00) and is not covered by\nLandlord's All-Risk Policy (whether or not Landlord chooses to self-insure such\ncoverage) or by Landlord's other insurance coverages, plus such additional\namounts Tenant elects, at its option, to contribute, excluding however the\ndeductible (for which Tenant shall be responsible for Tenant's Share); (ii)\nLandlord reasonably determines that the Premises cannot, with reasonable\ndiligence, be fully repaired by Landlord (or cannot be safely\n\n                                      -19-\n\n \nrepaired because of the presence of hazardous factors, including without\nlimitation Hazardous Materials, earthquake faults, and other similar dangers)\nwithin two hundred seventy (270) days after the date of the damage; (iii) a\nDefault by Tenant has occurred at the time of such damage; or (iv) the damage\ncosts more than Fifty Thousand Dollars ($50,000.00) to repair and occurs during\nthe final nine (9) months of the Term (unless Tenant has validly exercised its\noption to extend the Term contained in Section 3.3 of this Lease). Should\nLandlord elect not to repair the damage for one of the preceding reasons,\nLandlord shall so notify Tenant in writing within sixty (60) days after the\ndamage occurs and this Lease shall terminate as of the date of that notice.\nTenant's responsibility for the reimbursement of deductibles contained in this\nLease shall be subject to the following limitations: (A) Tenant shall have no\nresponsibility for so-called \"co-insurance\" requirements for any deficiencies in\nLandlord's All-Risk Policy coverage; and (B) in no event shall Tenant's\nobligation for payment or reimbursement of any deductible exceed the amount of\nOne Hundred Thousand Dollars ($100,000.00) for any single casualty. Further, in\nthe event that Landlord terminates this Lease pursuant to this Section 11.1(a),\nTenant shall have no responsibility for reimbursement of any deductible.\n\n          (b)  Unless Landlord elects to terminate this Lease in accordance with\nsubsection (a) above, this Lease shall continue in effect for the remainder of\nthe Term; provided that so long as Tenant is not in Default under this Lease, if\nthe damage is so extensive that Landlord reasonably determines that the Premises\ncannot, with reasonable diligence, be repaired by Landlord (or cannot be safely\nrepaired because of the presence of hazardous factors, earthquake faults, and\nother similar dangers) so as to allow Tenant's substantial use and enjoyment of\nthe Premises, or are not in fact repaired by Landlord, within two hundred\nseventy (270) days after the date of damage, then Tenant may elect to terminate\nthis Lease by written notice to Landlord either within the sixty (60) day period\nstated in subsection (a), or within sixty (60) days following Landlord's failure\nto so repair the Premises within two hundred seventy (270) days after the date\nof damage.\n\n          (c)  Commencing on the date of any damage to the Building, and ending\non the sooner of the date the damage is repaired or the date this Lease is\nterminated, the rental to be paid under this Lease shall be abated in the same\nproportion that the floor area of the Premises that is rendered unusable by the\ndamage from time to time bears to the total floor area of the Premises, provided\nthat Tenant is then carrying the business interruption insurance required in\nExhibit D.\n---------\n\n          (d)  The provisions of this Section 11.1 shall not be deemed to\nrequire Landlord to repair any improvements or fixtures that Tenant is obligated\nto repair or insure pursuant to any other provision of this Lease.\n\n          (e)  Tenant shall fully cooperate with Landlord in removing Tenant's\npersonal property and any debris from the Premises to facilitate all inspections\nof the Premises and the making of any repairs. Notwithstanding anything to the\ncontrary contained in this Lease, if Landlord in good faith believes there is a\nrisk of injury to persons or damage to property from entry into the Building or\nPremises following any damage or destruction thereto, Landlord may restrict\nentry into the Building or the Premises by Tenant, its employees, agents and\ncontractors in a non-discriminatory manner, without being deemed to have\nviolated Tenant's rights of quiet enjoyment to, or made an unlawful detainer of,\nor evicted Tenant from, the Premises. Upon request, Landlord shall consult with\nTenant to determine if there are safe methods of entry into the Building or the\nPremises solely in order to allow Tenant to retrieve files, data in computers,\nand necessary inventory, subject however to all indemnities and waivers of\nliability from Tenant to Landlord contained in this Lease and any additional\nindemnities and waivers of liability which Landlord may reasonably require.\n\n     SECTION 11.2  LEASE GOVERNS. Tenant agrees that the provisions of this\nLease, including without limitation Section 11.1, shall govern any damage or\ndestruction and shall accordingly supersede any contrary statute or rule of law.\n\n                          ARTICLE XII. EMINENT DOMAIN\n\n     SECTION 12.1  TOTAL OR PARTIAL TAKING. If all or a material portion of the\nPremises is taken by any lawful authority by exercise of the right of eminent\ndomain, or sold to prevent a taking, either Tenant or Landlord may terminate\nthis Lease effective as of the date possession is required to be surrendered to\nthe authority. In the event either: (i) title to a portion of the Building or\nProject, other than the Premises, is taken or sold in lieu of taking, and if\nLandlord elects to restore the Building in such a way as to alter the Premises\nmaterially, or (ii) Landlord fails to restore the Building within two hundred\nseventy (270) days following the effective date of such taking, then Tenant may\nterminate this Lease, by written notice to Landlord given within thirty (30)\ndays thereafter, effective on the date of vesting of title. In the event neither\nparty has elected to terminate this Lease as provided above, then Landlord shall\npromptly, after receipt of a sufficient condemnation award, proceed to restore\nthe Premises to substantially their condition prior to the taking, and a\nproportionate allowance shall be made to Tenant for the rent corresponding to\nthe time during which, and to the part of the Premises of which, Tenant is\ndeprived on account of the taking and restoration. In the event of a taking,\nLandlord shall be entitled to the entire amount of the condemnation award\nwithout\n\n                                      -20-\n\n \ndeduction for any estate or interest of Tenant; provided that nothing in this\nSection shall be deemed to give Landlord any interest in, or prevent Tenant from\nseeking any award against the taking authority for, the taking of personal\nproperty and fixtures belonging to Tenant or for relocation or business\ninterruption expenses or loss of good will recoverable from the taking\nauthority.\n\n     SECTION 12.2   TEMPORARY TAKING. No temporary taking of the Premises shall\nterminate this Lease or give Tenant any right to abatement of rent, and any\naward specifically attributable to a temporary taking of the Premises shall\nbelong entirely to Tenant. A temporary taking shall be deemed to be a taking of\nthe use or occupancy of the Premises for a period of not to exceed one hundred\neighty (180) days.\n\n     SECTION 12.3   TAKING OF PARKING AREA . In the event there shall be a\ntaking of the parking area such that Landlord can no longer provide sufficient\nparking to comply with this Lease, Landlord may substitute reasonably equivalent\nparking in a location reasonably close to the Building; provided that if\nLandlord fails to make that substitution within sixty (60) days following the\ntaking and if the taking materially impairs Tenant's use and enjoyment of the\nPremises, Tenant may, at its option, terminate this Lease by written notice to\nLandlord. If this Lease is not so terminated by Tenant, there shall be no\nabatement of rent and this Lease shall continue in effect.\n\n         ARTICLE XIII. SUBORDINATION; ESTOPPEL CERTIFICATE; FINANCIALS\n\n     SECTION 13.1   SUBORDINATION. At the option of Landlord, this Lease shall\nbe either superior or subordinate to all ground or underlying leases, mortgages\nand deeds of trust, if any, which may hereafter affect the Building, and to all\nrenewals, modifications, consolidations, replacements and extensions thereof;\nprovided, that so long as Tenant is not in Default under this Lease, this Lease\nshall not be terminated or Tenant's quiet enjoyment of the Premises disturbed in\nthe event of termination of any such ground or underlying lease, or the\nforeclosure of any such mortgage or deed of trust. In the event of a termination\nor foreclosure, Tenant shall become a tenant of and attorn to the successor-in-\ninterest to Landlord upon the same terms and conditions as are contained in this\nLease, and shall execute any instrument reasonably required by Landlord's\nsuccessor for that purpose. Tenant shall also, upon written request of Landlord,\nexecute and deliver all instruments as may be required from time to time to\nsubordinate the rights of Tenant under this Lease to any ground or underlying\nlease or to the lien of any mortgage or deed of trust (provided that such\ninstruments include the nondisturbance and attornment provisions set forth\nabove), or, if requested by Landlord, to subordinate, in whole or in part, any\nground or underlying lease or the lien of any mortgage or deed of trust to this\nLease. Prior to the Commencement Date, Landlord shall obtain from any lenders or\nground lessors of the Building or Project a written agreement, in form\nreasonably satisfactory to Tenant, providing that Tenant's rights and interest\nshall not be disturbed in the event of any foreclosure of any such ground or\nunderlying lease, mortgage or deed of trust.\n\n     SECTION 13.2   ESTOPPEL CERTIFICATE.\n\n          (a)  Tenant shall, at any time upon not less than fifteen (15) days'\nprior written notice from Landlord, execute, acknowledge and deliver to\nLandlord, in any form that Landlord may reasonably require, a statement in\nwriting (i) certifying that this Lease is unmodified and in full force and\neffect (or, if modified, stating the nature of the modification and certifying\nthat this Lease, as modified, is in full force and effect) and the dates to\nwhich the rental, additional rent and other charges have been paid in advance,\nif any, and (ii) acknowledging that, to Tenant's knowledge, there are no uncured\ndefaults on the part of Landlord, or specifying each default if any are claimed,\nand (iii) setting forth all further information that Landlord may reasonably\nrequire. Tenant's statement may be relied upon by any prospective purchaser or\nencumbrancer of all or any portion of the Building or Project.\n \n          (b)  Notwithstanding any other rights and remedies of Landlord,\nTenant's failure to deliver any estoppel statement within the provided time\nshall be conclusive upon Tenant that (i) this Lease is in full force and effect,\nwithout modification except as may be represented by Landlord, (ii) there are no\nuncured defaults in Landlord's performance, and (iii) not more than one month's\nrental has been paid in advance.\n\n     SECTION 13.3   FINANCIALS.\n\n          (a)  Tenant shall deliver to Landlord, prior to the execution of this\nLease and thereafter at any time upon Landlord's request, Tenant's current tax\nreturns and financial statements, certified true, accurate and complete by the\nchief financial officer of Tenant, including a balance sheet and profit and loss\nstatement for the most recent prior year (collectively, the \"Statements\"), which\nStatements shall accurately and completely reflect the financial condition of\nTenant. Landlord agrees that it will keep the Statements confidential, except\nthat Landlord shall have the right to deliver the same to any proposed purchaser\nof the Building or Project (provided that any such purchaser shall be required\nto keep such Statements confidential),\n\n                                      -21-\n\n \nand to any encumbrancer of all or any portion of the Building or Project\n(provided that Landlord shall request that any such encumbrancer keep such\nStatements confidential).\n\n          (b)  Tenant acknowledges that Landlord is relying on the Statements in\nits determination to enter into this Lease, and Tenant represents to Landlord,\nwhich representation shall be deemed made on the date of this Lease and again on\nthe Commencement Date, that no material change in the financial condition of\nTenant, as reflected in the Statements, has occurred since the date Tenant\ndelivered the Statements to Landlord. The Statements are represented and\nwarranted by Tenant to be correct and to accurately and fully reflect Tenant's\ntrue financial condition as of the date of submission by any Statements to\nLandlord.\n\n                      ARTICLE XIV.  DEFAULTS AND REMEDIES\n\n     SECTION 14.1   TENANT'S DEFAULTS. The occurrence of any one or more of the\nfollowing events, following notice by Landlord and the expiration of the\napplicable cure period, if any, without cure by Tenant, shall constitute a\ndefault by Tenant (a \"Default\" as used in this Lease):\n\n          (a)  The failure by Tenant to make any payment of rent or additional\nrent required to be made by Tenant, as and when due, where the failure continues\nfor a period of five (5) days after written notice from Landlord to Tenant;\nprovided, however, that any such notice shall be in lieu of, and not in addition\nto, any notice required under California Code of Civil Procedure Section 1161\nand 1161(a) as amended, provided such notice is served in the manner required\nunder Code of Civil Procedure Section 1162. For purposes of these default and\nremedies provisions, the term \"additional rent\" shall be deemed to include all\namounts of any type whatsoever other than Basic Rent to be paid by Tenant\npursuant to the terms of this Lease.\n\n          (b)  Assignment, sublease, encumbrance or other transfer of the Lease\nby Tenant, either voluntarily or by operation of law, whether by judgment,\nexecution, transfer by intestacy or testacy, or other means, without the prior\nwritten consent of Landlord.\n\n          (c)  The discovery by Landlord that any financial statement provided\nby Tenant, or by any affiliate, successor or guarantor of Tenant, was materially\nfalse.\n  \n          (d)  The failure of Tenant to timely and fully provide any\nsubordination agreement, estoppel certificate or financial statements in\naccordance with the requirements of Article XIII, where the failure continues\nfor a period of ten (10) days after written notice from Landlord to Tenant;\nprovided, however, that any such notice shall be in lieu of, and not in addition\nto, any notice required under California Code of Civil Procedure Section 1161\nand 1161(a) as amended, provided such notice is served in the manner required\nunder Code of Civil Procedure Section 1162. \n\n          (e)  The failure or inability by Tenant to observe or perform any of\nthe express or implied covenants or provisions of this Lease to be observed or\nperformed by Tenant, other than as specified in any other subsection of this\nSection, where the failure continues for a period of thirty (30) days after\nwritten notice from Landlord to Tenant or such shorter period as is specified in\nany other provision of this Lease; provided, however, that any such notice shall\nbe in lieu of, and not in addition to, any notice required under California Code\nof Civil Procedure Section 1161 and 1161(a) as amended, provided such notice is\nserved in the manner required under Code of Civil Procedure Section 1162.\nHowever, if the nature of the failure is such that more than thirty (30) days\nare reasonably required for its cure, then Tenant shall not be deemed to be in\nDefault if Tenant commences the cure within thirty (30) days, and thereafter\ndiligently pursues the cure to completion.\n\n          (f)  (i) The making by Tenant of any general assignment for the\nbenefit of creditors; (ii) the filing by or against Tenant of a petition to have\nTenant adjudged a Chapter 7 debtor under the Bankruptcy Code or to have debts\ndischarged or a petition for reorganization or arrangement under any law\nrelating to bankruptcy (unless, in the case of a petition filed against Tenant,\nthe same is dismissed within thirty (30) days); (iii) the appointment of a\ntrustee or receiver to take possession of substantially all of Tenant's assets\nlocated at the Premises or of Tenant's interest in this Lease, if possession is\nnot restored to Tenant within thirty (30) days; or (iv) the attachment,\nexecution or other judicial seizure of substantially all of Tenant's assets\nlocated at the Premises or of Tenant's interest in this Lease, where the seizure\nis not discharged within thirty (30) days. Landlord shall not be deemed to have\nknowledge of any event described in this subsection unless notification in\nwriting is received by Landlord, nor shall there be any presumption attributable\nto Landlord of Tenant's insolvency. In the event that any provision of this\nsubsection is contrary to applicable law, the provision shall be of no force or\neffect.\n\n                                      -22-\n\n \n     SECTION 14.2   LANDLORD'S REMEDIES.\n\n          (a)  In the event of any Default by Tenant, or in the event of the\nabandonment of the Premises by Tenant, then in addition to any other remedies\navailable to Landlord, Landlord may exercise the following remedies:\n\n               (i)  Landlord may terminate Tenant's right to possession of the\nPremises by any lawful means, in which case this Lease shall terminate and\nTenant shall immediately surrender possession of the Premises to Landlord. Such\ntermination shall not affect any accrued obligations of Tenant under this Lease.\nUpon termination, Landlord shall have the right to reenter the Premises and\nremove all persons and property. Landlord shall also be entitled to recover from\nTenant:\n\n                    (1)  The worth at the time of award of the unpaid rent and\nadditional rent which had been earned at the time of termination;\n\n                    (2)  The worth at the time of award of the amount by which\nthe unpaid rent and additional rent which would have been earned after\ntermination until the time of award exceeds the amount of such loss that Tenant\nproves could have been reasonably avoided;\n\n                    (3)  The worth at the time of award of the amount by which\nthe unpaid rent and additional rent for the balance of the Term after the time\nof award exceeds the amount of such loss that Tenant proves could be reasonably\navoided;\n\n                    (4)  Any other amount necessary to compensate Landlord for\nall the detriment proximately caused by Tenant's failure to perform its\nobligations under this Lease or which in the ordinary course of things would be\nlikely to result from Tenant's Default, including, but not limited to, the cost\nof recovering possession of the Premises, refurbishment of the Premises,\nmarketing costs, commissions and other expenses of reletting, including\nnecessary repair, the unamortized portion of any tenant improvements and\nbrokerage commissions funded by Landlord in connection with this Lease,\nreasonable attorneys' fees, and any other reasonable costs; and\n\n                    (5)  At Landlord's election, all other amounts in addition\nto or in lieu of the foregoing as may be permitted by law. The term \"rent\" as\nused in this Lease shall be deemed to mean the Basic Rent and all other sums\nrequired to be paid by Tenant to Landlord pursuant to the terms of this Lease.\nAny sum, other than Basic Rent, shall be computed on the basis of the average\nmonthly amount accruing during the twenty-four (24) month period immediately\nprior to Default, except that if it becomes necessary to compute such rental\nbefore the twenty-four (24) month period has occurred, then the computation\nshall be on the basis of the average monthly amount during the shorter period.\nAs used in subparagraphs (1) and (2) above, the \"worth at the time of award\"\nshall be computed by allowing interest at the rate of ten percent (10%) per\nannum. As used in subparagraph (3) above, the \"worth at the time of award\" shall\nbe computed by discounting the amount at the discount rate of the Federal\nReserve Bank of San Francisco at the time of award plus one percent (1%).\n\n               (ii) Landlord may elect not to terminate Tenant's right to\npossession of the Premises, in which event Landlord may continue to enforce all\nof its rights and remedies under this Lease, including the right to collect all\nrent as it becomes due. Efforts by the Landlord to maintain, preserve or relet\nthe Premises, or the appointment of a receiver to protect the Landlord's\ninterests under this Lease, shall not constitute a termination of the Tenant's\nright to possession of the Premises. In the event that Landlord elects to avail\nitself of the remedy provided by this subsection (ii), Landlord shall not\nunreasonably withhold its consent to an assignment or subletting of the Premises\nsubject to the reasonable standards for Landlord's consent as are contained in\nthis Lease.\n\n          (b)  The various rights and remedies reserved to Landlord in this\nLease or otherwise shall be cumulative and, except as otherwise provided by\nCalifornia law, Landlord may pursue any or all of its rights and remedies at the\nsame time.\n\n          (c)  No delay or omission of Landlord to exercise any right or remedy\nshall be construed as a waiver of the right or remedy or of any Default by\nTenant. The acceptance by Landlord of rent shall not be a (i) waiver of any\npreceding breach or Default by Tenant of any provision of this Lease, other than\nthe failure of Tenant to pay the particular rent accepted, regardless of\nLandlord's knowledge of the preceding breach or default at the time of\nacceptance of rent, or (ii) a waiver of Landlord's right to exercise any remedy\navailable to Landlord by virtue of the breach or default. The acceptance of any\npayment from a debtor in possession, a trustee, a receiver or any other person\nacting on behalf of Tenant or Tenant's estate shall not waive or cure a default\nunder Section 14.1. No payment by Tenant or receipt by Landlord of a lesser\namount than the rent required by this Lease shall be deemed to be other than a\npartial payment on account of the earliest due stipulated rent, nor shall any\nendorsement or statement on any check or letter be deemed an\n\n                                      -23-\n\n \naccord and satisfaction and Landlord shall accept the check or payment without\nprejudice to Landlord's right to recover the balance of the rent or pursue any\nother remedy available to it. No act or thing done by Landlord or Landlord's\nagents during the Term shall be deemed an acceptance of a surrender of the\nPremises, and no agreement to accept a surrender shall be valid unless in\nwriting and signed by Landlord. No employee of Landlord or of Landlord's agents\nshall have any power to accept the keys to the Premises prior to the termination\nof this Lease, and the delivery of the keys to any employee shall not operate as\na termination of the Lease or a surrender of the Premises.\n\n     SECTION 14.3   LATE PAYMENTS.\n\n          (a)  Any rent due under this Lease that is not received by Landlord\nwithin five (5) days of the date when due shall bear interest at the maximum\nrate permitted by law from the date due until fully paid. The payment of\ninterest shall not cure any Default by Tenant under this Lease. In addition,\nTenant acknowledges that the late payment by Tenant to Landlord of rent will\ncause Landlord to incur costs not contemplated by this Lease, the exact amount\nof which will be extremely difficult and impracticable to ascertain. Those costs\nmay include, but are not limited to, administrative, processing and accounting\ncharges, and late charges which may be imposed on Landlord by the terms of any\nground lease, mortgage or trust deed covering the Premises. Accordingly, if any\nrent due from Tenant shall not be received by Landlord or Landlord's designee\nwithin five (5) days after the date due, then Tenant shall pay to Landlord, in\naddition to the interest provided above, a late charge in a sum equal to the\ngreater of five percent (5%) of the amount overdue or Two Hundred Fifty Dollars\n($250.00) for each delinquent payment. The foregoing late charge shall not be\ncharged, however, in connection with the initial payment of rent not paid by\nTenant within five (5) days after the date due. Acceptance of a late charge by\nLandlord shall not constitute a waiver of Tenant's Default with respect to the\noverdue amount, nor shall it prevent Landlord from exercising any of its other\nrights and remedies.\n\n          (b)  Following each second consecutive installment of rent that is not\npaid within five (5) days following notice of nonpayment from Landlord, Landlord\nshall have the option (i) to require that beginning with the first payment of\nrent next due, rent shall no longer be paid in monthly installments but shall be\npayable quarterly three (3) months in advance and\/or (ii) to require that Tenant\nincrease the amount, if any, of the Security Deposit by one hundred percent\n(100%). Should Tenant deliver to Landlord, at any time during the Term, two (2)\nor more insufficient checks, the Landlord may require that all monies then and\nthereafter due from Tenant be paid to Landlord by cashiers check.\n\n     SECTION 14.4   RIGHT OF LANDLORD TO PERFORM. All covenants and agreements\nto be performed by Tenant under this Lease shall be performed at Tenant's sole\ncost and expense and without any abatement of rent or right of set-off except as\nspecifically set forth in this Lease. If Tenant fails to pay any sum of money,\nother than rent, or fails to perform any other act on its part to be performed\nunder this Lease, and the failure continues beyond any applicable grace period\nset forth in Section 14.1, then in addition to any other available remedies,\nLandlord may, at its election make the payment or perform the other act on\nTenant's part. Landlord's election to make the payment or perform the act on\nTenant's part shall not give rise to any responsibility of Landlord to continue\nmaking the same or similar payments or performing the same or similar acts.\nTenant shall, promptly upon demand by Landlord, reimburse Landlord for all sums\npaid by Landlord and all necessary incidental costs, together with interest at\nthe maximum rate permitted by law from the date of the payment by Landlord.\nLandlord shall have the same rights and remedies if Tenant fails to pay those\namounts as Landlord would have in the event of a Default by Tenant in the\npayment of rent.\n\n     SECTION 14.5   DEFAULT BY LANDLORD. Landlord shall not be deemed to be in\ndefault in the performance of any obligation under this Lease unless and until\nit has failed to perform the obligation within thirty (30) days after written\nnotice by Tenant to Landlord specifying in reasonable detail the nature and\nextent of the failure; provided, however, that if the nature of Landlord's\nobligation is such that more than thirty (30) days are required for its\nperformance, then Landlord shall not be deemed to be in default if it commences\nperformance within the thirty (30) day period and thereafter diligently pursues\nthe cure to completion. Except as expressly provided in this Lease, no delay or\nomission of Tenant to exercise any right or remedy shall be construed as a\nwaiver of the right or remedy or of any default by Landlord.\n\n     SECTION 14.6   EXPENSES AND LEGAL FEES. All sums reasonably incurred by\nLandlord in connection with any Default by Tenant under this Lease or holding\nover of possession by Tenant after the expiration or earlier termination of this\nLease, including without limitation all costs, expenses and actual accountants,\nappraisers, attorneys and other professional fees, and any collection agency or\nother collection charges, shall be due and payable by Tenant to Landlord on\ndemand, and shall bear interest at the rate of ten percent (10%) per annum.\nShould either Landlord or Tenant bring any action in connection with this Lease,\nthe prevailing party shall be entitled to recover as a part of the action its\nreasonable attorneys' fees, and all other costs. The prevailing party for the\npurpose of this paragraph shall be determined by the trier of the facts.\n\n                                      -24-\n\n \n     SECTION 14.7   WAIVER OF JURY TRIAL. LANDLORD AND TENANT EACH ACKNOWLEDGES\nTHAT IT IS AWARE OF AND HAS HAD THE ADVICE OF COUNSEL OF ITS CHOICE WITH RESPECT\nTO ITS RIGHTS TO TRIAL BY JURY, AND EACH PARTY DOES HEREBY EXPRESSLY AND\nKNOWINGLY WAIVE AND RELEASE ALL SUCH RIGHTS TO TRIAL BY JURY IN ANY ACTION,\nPROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER PARTY HERETO AGAINST THE OTHER\n(AND\/OR AGAINST ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SUBSIDIARY OR\nAFFILIATED ENTITIES) ON ANY MATTERS WHATSOEVER ARISING OUT OF OR IN ANY WAY\nCONNECTED WITH THIS LEASE, TENANT'S USE OR OCCUPANCY OF THE PREMISES, AND\/OR ANY\nCLAIM OF INJURY OR DAMAGE.\n\n     SECTION 14.8   SATISFACTION OF JUDGMENT. The obligations of Landlord and\nTenant under this Lease do not constitute the personal obligations of the\nindividual partners, trustees, directors, officers or shareholders of Landlord\nor Tenant, or their respective constituent partners. Should Tenant recover a\nmoney judgment against Landlord, such judgment shall be satisfied only out of\nthe proceeds of sale received upon execution of such judgment and levied thereon\nagainst the right, title and interest of Landlord in the Project and out of the\nrent or other income from such property receivable by Landlord or out of\nconsideration received by Landlord from the sale or other disposition of all or\nany part of Landlord's right, title or interest in the Project and no action for\nany deficiency may be sought or obtained by Tenant.\n\n     SECTION 14.9   LIMITATION OF ACTIONS AGAINST LANDLORD. Any claim or demand\narising in tort or in contract against Landlord based upon or arising in\nconnection with this Lease (except those arising in connection with Sections\n10.3(b), 5.3(g) and 5.3(h) of this Lease) shall be barred unless Tenant\ncommences an action thereon within twelve (12) months after the date that the\noccurrence of the act, omission, event or default upon which the claim, demand\nor right arises is discovered by Tenant. Nothing contained in this Section 14.9,\nhowever, shall extend the operation of any applicable statute of limitations\nbinding on Tenant.\n\n                            ARTICLE XV. END OF TERM\n\n     SECTION 15.1   HOLDING OVER. This Lease shall terminate without further\nnotice upon the expiration of the Term, and any holding over by Tenant after the\nexpiration shall not constitute a renewal or extension of this Lease, or give\nTenant any rights under this Lease, except when in writing signed by both\nparties. If Tenant holds over for any period after the expiration (or earlier\ntermination) of the Term without the prior written consent of Landlord, such\npossession shall constitute a tenancy at sufferance only; such holding over with\nthe prior written consent of Landlord shall constitute a month-to-month tenancy\ncommencing on the first (1st) day following the termination of this Lease. In\neither of such events, possession shall be subject to all of the terms of this\nLease, except that the monthly Basic Rent shall be the greater of (a) one\nhundred fifty percent (150%) of the Basic Rent for the month immediately\npreceding the date of termination for the initial month of hold over and one\nhundred seventy-five percent (175%) of the Basic Rent for the month immediately\npreceding the date of termination for each month of hold over thereafter, or (b)\nthe then currently scheduled Basic Rent for comparable space in the Project. If\nTenant fails to surrender the Premises upon the expiration of this Lease despite\ndemand to do so by Landlord, Tenant shall indemnify and hold Landlord harmless\nfrom all loss or liability, including without limitation, any claims made by any\nsucceeding tenant relating to such failure to surrender. Acceptance by Landlord\nof rent after the termination shall not constitute a consent to a holdover or\nresult in a renewal of this Lease. The foregoing provisions of this Section are\nin addition to and do not affect Landlord's right of re-entry or any other\nrights of Landlord under this Lease or at law.\n\n     SECTION 15.2   MERGER ON TERMINATION. The voluntary or other surrender of\nthis Lease by Tenant, or a mutual termination of this Lease, shall terminate any\nor all existing subleases unless Landlord, at its option, elects in writing to\ntreat the surrender or termination as an assignment to it of any or all\nsubleases affecting the Premises.\n\n     SECTION 15.3   SURRENDER OF PREMISES; REMOVAL OF PROPERTY. Upon the\nExpiration Date or upon any earlier termination of this Lease, Tenant shall quit\nand surrender possession of the Premises to Landlord in as good order, condition\nand repair as when received or as hereafter may be improved by Landlord or\nTenant, reasonable wear and tear, casualty, Hazardous Materials (except to the\nextent Tenant is responsible therefor as provided in Section 5.3 of this Lease)\nand repairs which are Landlord's obligation excepted, and shall, without expense\nto Landlord, remove or cause to be removed from the Premises all personal\nproperty and debris, except for any items that Landlord may by written\nauthorization allow to remain. Tenant shall repair all damage to the Premises\nresulting from the removal, which repair shall include the patching and filling\nof holes and repair of structural damage, provided that Landlord may instead\nelect to repair any structural damage at Tenant's expense. If Tenant shall fail\nto comply with the provisions of\n\n                                      -25-\n\n \nthis Section, Landlord may effect the removal and\/or make any repairs, and the\ncost to Landlord shall be additional rent payable by Tenant upon demand. If\nTenant fails to remove Tenant's personal property from the Premises upon the\nexpiration of the Term, Landlord may remove, store, dispose of and\/or retain\nsuch personal property, at Landlord's option, in accordance with then applicable\nlaws, all at the expense of Tenant. Upon the expiration of the Term, if\nrequested by Landlord, Tenant shall execute, acknowledge and deliver to Landlord\nan instrument in writing releasing and quitclaiming to Landlord all right, title\nand interest of Tenant in the Premises.\n\n                       ARTICLE XVI. PAYMENTS AND NOTICES\n\n     All sums payable by Tenant to Landlord shall be paid, without deduction or\noffset, in lawful money of the United States to Landlord at its address set\nforth in Item 12 of the Basic Lease Provisions, or at any other place as\nLandlord may designate in writing. Unless this Lease expressly provides\notherwise, as for example in the payment of rent pursuant to Section 4.1, all\npayments shall be due and payable within twenty (20) days after demand. All\npayments requiring proration shall be prorated on the basis of a thirty (30) day\nmonth and a three hundred sixty (360) day year. Any notice, election, demand,\nconsent, approval or other communication to be given or other document to be\ndelivered by either party to the other may be delivered in person or by courier\nor overnight delivery service to the other party, or may be deposited in the\nUnited States mail, duly registered or certified, postage prepaid, return\nreceipt requested, and addressed to the other party at the address set forth in\nItem 12 of the Basic Lease Provisions, or if to Tenant, at that address or, from\nand after the Commencement Date, at the Premises (whether or not Tenant has\ndeparted from, abandoned or vacated the Premises). Either party may, by written\nnotice to the other, served in the manner provided in this Article, designate a\ndifferent address. If any notice or other document is sent by mail, it shall be\ndeemed served or delivered three (3) business days after mailing. If more than\none person or entity is named as Tenant under this Lease, service of any notice\nupon any one of them shall be deemed as service upon all of them.\n\n                      ARTICLE XVII. RULES AND REGULATIONS\n\n     Tenant agrees to observe faithfully and comply strictly with the Rules and\nRegulations, attached as Exhibit E, and any reasonable and nondiscriminatory\n                         ---------\namendments, modifications and\/or additions as may be adopted and published by\nwritten notice to tenants by Landlord for the safety, care, security, good\norder, or cleanliness of the Premises, Building, Project and Common Areas.\nLandlord shall not be liable to Tenant for any violation of the Rules and\nRegulations or the breach of any covenant or condition in any lease by any other\ntenant or such tenant's agents, employees, contractors, guests or invitees. One\nor more waivers by Landlord of any breach of the Rules and Regulations by Tenant\nor by any other tenant(s) shall not be a waiver of any subsequent breach of that\nrule or any other. Tenant's failure to keep and observe the Rules and\nRegulations following notice from Landlord and the expiration of the applicable\ncure period, shall constitute a Default under this Lease. In the case of any\nconflict between the Rules and Regulations and this Lease, this Lease shall be\ncontrolling. Notwithstanding anything to the contrary in this Article XVII,\nTenant shall not be required to comply with any rule or regulation unless the\nsame applies non-discriminatorily to all occupants of the Project.\n\n                      ARTICLE XVIII. BROKER'S COMMISSION\n\n     The parties recognize as the broker(s) who negotiated this Lease the\nfirm(s), if any, whose name(s) is (are) stated in Item 10 of the Basic Lease\nProvisions, and agree that Landlord shall be responsible for the payment of\nbrokerage commissions to those broker(s) unless otherwise provided in this\nLease. Tenant warrants that it has had no dealings with any other real estate\nbroker or agent in connection with the negotiation of this Lease, and Tenant\nagrees to indemnify and hold Landlord harmless from any cost, expense or\nliability (including reasonable attorneys' fees) for any compensation,\ncommissions or charges claimed by any other real estate broker or agent employed\nor claiming to represent or to have been employed by Tenant in connection with\nthe negotiation of this Lease. The foregoing agreement shall survive the\ntermination of this Lease. If this Lease terminates prior to the Expiration Date\nas the result of failure of performance by Tenant, Landlord shall be entitled to\nrecover from Tenant the unamortized portion of any brokerage commission funded\nby Landlord in addition to any other damages to which Landlord may be entitled.\n\n                 ARTICLE XIX. TRANSFER OF LANDLORD'S INTEREST\n\n     In the event of any transfer of Landlord's interest in the Premises, the\ntransferor shall be automatically relieved of all obligations on the part of\nLandlord accruing under this Lease from and after the date of the transfer,\nprovided that the transferee assumes in writing all of such obligations and any\nfunds held by the\n\n                                      -26-\n\n \ntransferor in which Tenant has an interest shall be turned over, subject to that\ninterest, to the transferee and Tenant is notified of the transfer as required\nby law. No holder of a mortgage and\/or deed of trust to which this Lease is or\nmay be subordinate, and no landlord under a so-called sale-leaseback, shall be\nresponsible in connection with the Security Deposit, unless the mortgagee or\nholder of the deed of trust or the landlord actually receives the Security\nDeposit. It is intended that the covenants and obligations contained in this\nLease on the part of Landlord shall, subject to the foregoing, be binding on\nLandlord, its successors and assigns, only during and in respect to their\nrespective successive periods of ownership. Nothing contained in the foregoing\nsentence, however, shall be deemed to release The Irvine Company from any\nobligation under Section 5.3(h) of this Lease from and after its period of\nownership.\n\n                          ARTICLE XX. INTERPRETATION\n\n     SECTION 20.1   GENDER AND NUMBER. Whenever the context of this Lease\nrequires, the words \"Landlord\" and \"Tenant\" shall include the plural as well as\nthe singular, and words used in neuter, masculine or feminine genders shall\ninclude the others.\n\n     SECTION 20.2   HEADINGS. The captions and headings of the articles and\nsections of this Lease are for convenience only, are not a part of this Lease\nand shall have no effect upon its construction or interpretation.\n\n     SECTION 20.3   JOINT AND SEVERAL LIABILITY. If more than one person or\nentity is named as Tenant, the obligations imposed upon each shall be joint and\nseveral and the act of or notice from, or notice or refund to, or the signature\nof, any one or more of them shall be binding on all of them with respect to the\ntenancy of this Lease, including, but not limited to, any renewal, extension,\ntermination or modification of this Lease.\n\n     SECTION 20.4   SUCCESSORS. Subject to Articles IX and XIX, all rights and\nliabilities given to or imposed upon Landlord and Tenant shall extend to and\nbind their respective heirs, executors, administrators, successors and assigns.\nNothing contained in this Section is intended, or shall be construed, to grant\nto any person other than Landlord and Tenant and their successors and assigns\nany rights or remedies under this Lease.\n\n     SECTION 20.5   TIME OF ESSENCE. Time is of the essence with respect to the\nperformance of every provision of this Lease.\n\n     SECTION 20.6   CONTROLLING LAW. This Lease shall be governed by and\ninterpreted in accordance with the laws of the State of California.\n\n     SECTION 20.7   SEVERABILITY. If any term or provision of this Lease, the\ndeletion of which would not adversely affect the receipt of any material benefit\nby either party or the deletion of which is consented to by the party adversely\naffected, shall be held invalid or unenforceable to any extent, the remainder of\nthis Lease shall not be affected and each term and provision of this Lease shall\nbe valid and enforceable to the fullest extent permitted by law.\n\n     SECTION 20.8   WAIVER AND CUMULATIVE REMEDIES. One or more waivers by\nLandlord or Tenant of any breach of any term, covenant or condition contained in\nthis Lease shall not be a waiver of any subsequent breach of the same or any\nother term, covenant or condition. Consent to any act by one of the parties\nshall not be deemed to render unnecessary the obtaining of that party's consent\nto any subsequent act. No breach by Tenant of this Lease shall be deemed to have\nbeen waived by Landlord unless the waiver is in a writing signed by Landlord.\nThe rights and remedies of Landlord under this Lease shall be cumulative and in\naddition to any and all other rights and remedies which Landlord may have.\n\n     SECTION 20.9   INABILITY TO PERFORM. In the event that either party shall\nbe delayed or hindered in or prevented from the performance of any work or in\nperforming any act required under this Lease by reason of any cause beyond the\nreasonable control of that party, then the performance of the work or the doing\nof the act shall be excused for the period of the delay and the time for\nperformance shall be extended for a period equivalent to the period of the\ndelay. The provisions of this Section shall not operate to excuse Tenant from\nthe prompt payment of rent. Further, the provisions of this Section 20.9 shall\nnot operate to extend the time at which Tenant is entitled to an abatement of\nrent as provided by the express terms of this Lease, nor to extend by more than\nninety (90) days in the aggregate Tenant's right to terminate this Lease as\nprovided by the express terms of Articles XI and XII of this Lease.\n\n                                      -27-\n\n \n     SECTION 20.10  ENTIRE AGREEMENT. This Lease and its exhibits and other\nattachments cover in full each and every agreement of every kind between the\nparties concerning the Premises, the Building, and the Project, and all\npreliminary negotiations, oral agreements, understandings and\/or practices,\nexcept those contained in this Lease, are superseded and of no further effect.\nTenant waives its rights to rely on any representations or promises made by\nLandlord or others which are not contained in this Lease. No verbal agreement or\nimplied covenant shall be held to modify the provisions of this Lease, any\nstatute, law, or custom to the contrary notwithstanding.\n\n     SECTION 20.11  QUIET ENJOYMENT. Upon the observance and performance of all\nthe covenants, terms and conditions on Tenant's part to be observed and\nperformed, and subject to the other provisions of this Lease, Tenant shall\npeaceably and quietly hold and enjoy the Premises for the Term without hindrance\nor interruption by Landlord or any other person claiming by or through Landlord.\n\n     SECTION 20.12  SURVIVAL. All covenants of Landlord or Tenant which\nreasonably would be intended to survive the expiration or sooner termination of\nthis Lease, including without limitation any warranty or indemnity hereunder,\nshall so survive and continue to be binding upon and inure to the benefit of the\nrespective parties and their successors and assigns.\n\n                     ARTICLE XXI. EXECUTION AND RECORDING\n\n     SECTION 21.1   COUNTERPARTS. This Lease may be executed in one or more\ncounterparts, each of which shall constitute an original and all of which shall\nbe one and the same agreement.\n\n     SECTION 21.2   CORPORATE AND PARTNERSHIP AUTHORITY. If Tenant is a\ncorporation or partnership, each individual executing this Lease on behalf of\nthe corporation or partnership represents and warrants that he is duly\nauthorized to execute and deliver this Lease on behalf of the corporation or\npartnership, and that this Lease is binding upon the corporation or partnership\nin accordance with its terms. Tenant shall, at Landlord's request, deliver a\ncertified copy of its board of directors' resolution or partnership agreement or\ncertificate authorizing or evidencing the execution of this Lease.\n\n     SECTION 21.3   EXECUTION OF LEASE; NO OPTION OR OFFER. The submission of\nthis Lease to Tenant shall be for examination purposes only, and shall not\nconstitute an offer to or option for Tenant to lease the Premises. Execution of\nthis Lease by Tenant and its return to Landlord shall not be binding upon\nLandlord, notwithstanding any time interval, until Landlord has in fact executed\nand delivered this Lease to Tenant, it being intended that this Lease shall only\nbecome effective upon execution by Landlord and delivery of a fully executed\ncounterpart to Tenant.\n\n     SECTION 21.4   RECORDING. Tenant shall not record this Lease without the\nprior written consent of Landlord. Tenant, upon the request of Landlord, shall\nexecute and acknowledge a \"short form\" memorandum of this Lease for recording\npurposes.\n\n     SECTION 21.5   AMENDMENTS. No amendment or termination of this Lease shall\nbe effective unless in writing signed by authorized signatories of Tenant and\nLandlord, or by their respective successors in interest. No actions, policies,\noral or informal arrangements, business dealings or other course of conduct by\nor between the parties shall be deemed to modify this Lease in any respect.\n\n     SECTION 21.6   EXECUTED COPY. Any fully executed photocopy or similar\nreproduction of this Lease shall be deemed an original for all purposes.\n\n     SECTION 21.7   ATTACHMENTS. All exhibits, amendments, riders and addenda\nattached to this Lease are hereby incorporated into and made a part of this\nLease.\n\n                          ARTICLE XXII. MISCELLANEOUS\n\n     SECTION 22.1   NONDISCLOSURE OF LEASE TERMS. Tenant acknowledges and agrees\nthat the terms of this Lease are confidential and constitute proprietary\ninformation of Landlord. Disclosure of the terms could adversely affect the\nability of Landlord to negotiate other leases and impair Landlord's relationship\nwith other tenants. Accordingly, Tenant agrees that it, and its partners,\nofficers, directors, employees and attorneys, shall not intentionally and\nvoluntarily disclose the terms and conditions of this Lease to any other tenant\nor apparent prospective tenant of the Building or Project, either directly or\nindirectly, without the prior written consent of Landlord, provided, however,\nthat Tenant may disclose the terms to prospective subtenants or assignees under\nthis Lease, and as required for any security filings, financings or sales,\nreorganizations or consolidations of Tenant's business.\n\n                                      -28-\n\n \n     SECTION 22.2   GUARANTY. As a condition to the execution of this Lease by\nLandlord, the obligations, covenants and performance of the Tenant as herein\nprovided shall be guaranteed in writing by the Guarantor(s) listed in Item 7 of\nthe Basic Lease Provisions, if any, on a form of guaranty provided by Landlord.\n\n     SECTION 22.3   CHANGES REQUESTED BY LENDER. If, in connection with\nobtaining financing for the Project, the lender shall request reasonable\nmodifications in this Lease as a condition to the financing, Tenant will not\nunreasonably withhold or delay its consent, provided that the modifications do\nnot materially increase the obligations of Tenant or materially and adversely\naffect the leasehold interest created by this Lease.\n\n     SECTION 22.4   MORTGAGEE PROTECTION. No act or failure to act on the part\nof Landlord which would otherwise entitle Tenant to be relieved of its\nobligations hereunder or to terminate this Lease shall result in such a release\nor termination unless (a) Tenant has given notice by registered or certified\nmail to any beneficiary of a deed of trust or mortgage covering the Building\nwhose address has been furnished to Tenant in writing and (b) such beneficiary\nis afforded a reasonable opportunity to cure the default by Landlord (which in\nno event shall be less than sixty (60) days), including, if necessary to effect\nthe cure, time to obtain possession of the Building by power of sale or judicial\nforeclosure provided that such foreclosure remedy is diligently pursued. Tenant\nagrees that each beneficiary of a deed of trust or mortgage covering the\nBuilding is an express third party beneficiary hereof, Tenant shall have no\nright or claim for the collection of any deposit from such beneficiary or from\nany purchaser at a foreclosure sale unless such beneficiary or purchaser shall\nhave actually received and not refunded the deposit, and Tenant shall comply\nwith any written directions by any beneficiary to pay rent due hereunder\ndirectly to such beneficiary without determining whether an event of default\nexists under such beneficiary's deed of trust.\n\n     SECTION 22.5   [INTENTIONALLY DELETED]\n\n     SECTION 22.6   SECURITY MEASURES. Tenant hereby acknowledges that Landlord\nshall have no obligation whatsoever to provide guard service or other security\nmeasures for the benefit of the Premises or the Project. Tenant assumes all\nresponsibility for the protection of Tenant, its agents, invitees and property\nfrom acts of third parties. Nothing herein contained shall prevent Landlord, at\nits sole option, from providing security protection for the Project or any part\nthereof, in which event the cost thereof shall be included within the definition\nof Project Costs.\n\n     SECTION 22.7   JAMS. Should a dispute arise between the parties regarding\nany matter which is expressly authorized by a provision hereof to submit to\narbitration, then either party may cause the dispute to be submitted to\nJams\/Endispute or its successor (\"JAMS\") in Orange County, California for\nbinding arbitration before a single arbitrator. However, each party reserves the\nright to seek any equitable remedy by judicial action. No arbitration election\nby either party pursuant to this subsection shall be effective if made later\nthan thirty (30) days following service of a judicial summons and complaint by\nor upon such party concerning the dispute. The arbitration shall be conducted in\naccordance with the rules of practice and procedure of JAMS and otherwise\npursuant to the California Arbitration Act (Code of Civil Procedure Sections\n1280 et seq.). Notwithstanding the foregoing, the arbitrator is specifically\ndirected to limit discovery to that which is essential to the effective\nprosecution or defense of the action, and in no event shall such discovery by\neither parry include more than one non-expert witness deposition unless both\nparties otherwise agree. The arbitrator shall apportion the costs of the\narbitration, together with the attorneys fees of the parties, in the manner\ndeemed equitable by the arbitrator, it being the intention of the parties that\nthe prevailing party ordinarily be entitled to recover its reasonable costs and\nfees. Judgment upon any award rendered by the arbitrator may be entered by any\ncourt having jurisdiction.\n\n     SECTION 22.8   APPROVALS. Subject to Landlord's rights to consent or\napprove in its \"discretion\" or \"sole discretion\" as provided in this Lease,\nwhenever the Lease requires an approval, consent, designation, determination,\ndiscretion or judgment by either Landlord or Tenant, such approval, consent,\ndesignation, determination, discretion or judgment (including, without limiting\nthe generality of the foregoing, those required in connection with assignment\nand subletting) shall not be unreasonable or unreasonably withheld or delayed\nand in exercising any right or remedy hereunder, each party shall at all times\nact reasonably and in good faith.\n\n\n                        [Signatures on following page.]\n\n                                      -29-\n\n \nLANDLORD:                                            TENANT:\n\nTHE IRVINE COMPANY                                   E-MACHINE, INC.\n                                                     A Delaware corporation\n\n\n\nBy: \/s\/ Clarence W. Barker                           By: \/s\/ Stephen Dukker\n   ---------------------------------------              -----------------------\n   Clarence W. Barker,                                  Name: Stephen Dukker\n                                                              -----------------\n   President, Irvine Industrial Company,                Title: CEO\n                                                              ----------------- \n   a division of The Irvine Company\n\n\n\nBy: \/s\/ Gary A. Vaccaro                              By: \/s\/ John Hahm\n   ---------------------------------------              -----------------------\n   Gary A. Vaccaro,                                     Name: John Hahm\n                                                             ------------------\n   Assistant Secretary                                  Title: Vice President\n                                                              -----------------\n\n                                      -30-\n\n \n                                   EXHIBIT A\n\n                    MANUFACTURING - BLDG. 1 - FLOOR PLAN\n\n                                   [GRAPH]\n\n \n                                   EXHIBIT B\n                                   ---------\n \n                THE IRVINE COMPANY - INVESTMENT PROPERTIES GROUP\n\n                         HAZARDOUS MATERIAL SURVEY FORM\n\n         The purpose of this form is to obtain information regarding the use of\nhazardous substances on Investment Properties Group (\"IPG\") property.\nProspective tenants and contractors should answer the questions in light of\ntheir proposed activities on the premises. Existing tenants and contractors\nshould answer the questions as they relate to ongoing activities on the premises\nand should update any information previously submitted.\n\n         If additional space is needed to answer the questions, you may attach\nseparate sheets of paper to this form. When completed, the form should be sent\nto the following address:\n\n                         INSIGNIA COMMERCIAL GROUP, INC.\n                                1 Ada, Suite 270\n                                Irvine, CA 92618\n\n         Your cooperation in this matter is appreciated. If you have any\nquestions, please call your property manager at (714) 753-4744 for assistance.\n\n1.       GENERAL INFORMATION\n         -------------------\n\n         Name of Responding Company:_________________________________________\n         Check all that apply:            Tenant        ( )   Contractor   ( )\n                                          Prospective   ( )   Existing     ( )\n\n         Mailing Address:____________________________________________________\n\n         Contact Person &amp; Title:_____________________________________________\n\n         Telephone Number: (    ) ___________-______\n\n         Current TIC Tenant(s):\n         ---------------------\n\n         Address of Lease Premises:__________________________________________\n\n         Length of Lease or Contract Term:___________________________________\n\n         Prospective TIC Tenant(s):\n         -------------------------\n\n         Address of Proposed Lease Premises:_________________________________\n\n         Address of Current Operations:______________________________________\n\n         Describe the proposed operations to take place on the property,\n         including principal products manufactured or services to be conducted.\n         Existing tenants and contractors should describe any proposed changes\n         to ongoing operations. ______________________________________________\n         _____________________________________________________________________\n\n\n2.       HAZARDOUS MATERIALS. For the purposes of this Survey Form, the term\n         -------------------\n         \"hazardous material\" means any raw material, product or agent\n         considered hazardous under any state or federal law. The term does not\n         include wastes which are intended to be discarded.\n\n         2.1      Will any hazardous materials be used or stored on site?\n\n                  Chemical Products        Yes       (    )   No        (    )\n                  Biological Hazards\/\n                  Infectious Wastes        Yes       (    )   No        (    )\n                  Radioactive Materials    Yes       (    )   No        (    )\n                  Petroleum Products       Yes       (    )   No        (    )\n\n         2.2      List any hazardous materials to be used or stored, the\n                  quantities that will be on-site at any given time, and the\n                  location and method of storage (e.g., bottles in storage\n                  closet on the premises).\n\n \n                                           Location and Method      \n                                           -------------------\n                  Hazardous Materials           of Storage         Quantity\n                  -------------------           ----------         --------\n\n                  ___________________      ___________________    _____________\n\n                  ___________________      ___________________    _____________\n\n                  ___________________      ___________________    _____________\n\n                  ___________________      ___________________    _____________ \n\n         2.3      Is any underground  storage of hazardous materials proposed or\n                  currently conducted on the premises? Yes ( ) No ( )\n\n                  If yes, describe the materials to be stored, and the size and\n                  construction of the tank. Attach copies of any permits\n                  obtained for the underground storage of such substances. ____\n                  _____________________________________________________________\n\n3.        HAZARDOUSWASTE. For the purposes of this Survey Form, the term\n          --------------           \n          \"hazardous waste\" means any waste (including biological, infectious or\n          radioactive waste) considered hazardous under any state or federal\n          law, and which is intended to be discarded.\n\n          3.1     List any hazardous waste generated or to be generated on the\n                  premises, and indicate the quantity generated on a monthly\n                  basis.\n\n                                           Location and Method     \n                                           -------------------\n                                           of Storage Prior to \n                                           -------------------\n                  Hazardous Waste               Disposal           Quantity \n                  ---------------               --------           --------\n\n                 ___________________      ___________________    _____________\n                 \n                 ___________________      ___________________    _____________\n                 \n                 ___________________      ___________________    _____________\n\n                 ___________________      ___________________    _____________ \n\n\n          3.2     Describe the method(s) of disposal (including recycling) for\n                  each waste. Indicate where and how often disposal will take\n                  place.\n\n                                        Location of Disposal   \n                                        --------------------\n                  Hazardous Materials           Site            Disposal Method\n                  -------------------           ----            ---------------\n                  \n                  ___________________      ___________________    _____________\n                  \n                  ___________________      ___________________    _____________\n                  \n                  ___________________      ___________________    _____________\n                  \n                  ___________________      ___________________    _____________ \n\n\n\n         3.3      Is any treatment or processing of hazardous, infections or\n                  radioactive wastes currently conducted or proposed to be\n                  conducted on the premise? Yes ( ) No ( )\n\n\n                  If yes, please describe any existing or proposed treatment\n                  methods. __________________________________________________\n                  ___________________________________________________________\n         \n         3.4      Attach copies of any hazardous waste permits or licenses\n                  issued to your company with respect to its operations on the\n                  premises.\n\n4.       SPILLS\n         ------\n\n         4.1      During the past year, have any spills or releases of hazardous\n                  materials occurred on the premises? Yes ( ) No ( )\n\n                  If so, please describe the spill and attach the results of any\n                  testing conducted to determine the extent of such spills.\n                  _________________________________________________________\n                  _________________________________________________________\n\n         4.2      Were any agencies notified in connection with such spills? Yes\n                  ( ) No ( )\n\n                  If so, attach copies of any spill reports or other\n                  correspondence with regulatory agencies.\n\n         4.3      Were any clean-up actions undertaken in connection with the\n                  spills? Yes ( ) No ( )\n\n                                      -2-\n\n \n               If so, briefly describe the actions taken. Attach copies of any\n               clearance letters obtained from any regulatory agencies involved\n               and the results of any final soil or groundwater sampling done\n               upon completion of the clean-up work.__________________________\n               _______________________________________________________________\n\n5.        WASTEWATER TREATMENT\/DISCHARGE\n          ------------------------------\n  \n          5.1  Do you discharge industrial wastewater to:\n\n               _____storm drain?                  _____sewer?\n               _____surface water?                _____no industrial discharge\n\n          5.2  Is your industrial wastewater treated before discharge? Yes ( )\n               No( )\n\n               If yes, describe the type of treatment conducted. ___________\n               _____________________________________________________________ \n\n          5.2  Attach copies of any wastewater discharge permits issued to your\n               company with respect to its operations on the premises.\n\n6.        AIR DISCHARGES\n          -------------- \n\n          6.1  Do you have any air filtration systems or stacks that discharge\n               into the air? Yes ( ) No ( )\n\n          6.2  Do you operate any equipment that require air emissions permits?\n               Yes ( ) No ( )\n\n          6.3  Attach copies of any air discharge permits pertaining to these\n               operations.\n\n7.        HAZARDOUS MATERIALS DISCLOSURES\n          -------------------------------\n\n          7.1  Does your company handle an aggregate of at least 500 pounds, 55\n               gallons or 200 cubic feet of hazardous material at any given\n               time? Yes ( ) No ( )\n\n          7.2  Has your company prepared a Hazardous Materials Disclosure -\n               Chemical Inventory and Business Emergency Plan or similar\n               disclosure document pursuant to state or county requirements?\n               Yes ( ) No ( )\n\n               If so, attach a copy.\n\n          7.3  Are any of the chemicals used in your operations regulated under\n               Proposition 65?\n\n               If so, describe the procedures followed to comply with these\n               requirements. __________________________________________________\n               ________________________________________________________________ \n\n          7.4  Is your company subject to OSHA Hazard Communication Standard\n               Requirements? Yes ( ) No ( )\n\n               If so, describe the procedures followed to comply with these\n               requirements. ___________________________________________________\n               _________________________________________________________________\n\n8.        ANIMAL TESTING\n\n          8.1. Does your company bring or intend to bring live animals onto the\n               premises for research or development purposes? Yes ( ) No ( )\n\n               If so, describe the activity. __________________________________\n               ________________________________________________________________ \n\n          8.2  Does your company bring or intend to bring animal body parts or\n               bodily fluids onto the premises for research or development\n               purposes? Yes ( ) No ( )\n\n               If so, describe the activity. __________________________________\n               ________________________________________________________________\n\n                                      -3-\n\n \n9.   ENFORCEMENT ACTIONS, COMPLAINTS\n     -------------------------------\n\n     9.1  Has your company ever been subject to any agency enforcement actions,\n          administrative orders, lawsuits, or consent orders\/decrees regarding\n          environmental compliance or health and safety? Yes ( ) No ( )\n\n          If so, describe the actions and any continuing obligations imposed as\n          a result of these actions. __________________________________________\n          _____________________________________________________________________\n\n     9.2  Has your company ever received any request for information, notice of\n          violation or demand letter, complaint, or inquiry regarding\n          environmental compliance or health and safety? Yes ( ) No ( )\n\n     9.3  Has an environmental audit ever been conducted which concerned\n          operations or activities on premises occupied by you? Yes ( ) No ( )\n\n     9.3  If you answered \"yes\" to any questions in this section, describe the\n          environmental action or complaint and any continuing compliance\n          obligation imposed as a result of the same. __________________________\n          ______________________________________________________________________\n\n\n                                                   ____________________________\n                                                   ____________________________\n                                                   \n                                                   By:_________________________\n                                                       Name:___________________\n                                                       Title:__________________\n\n                                                       Date:___________________\n\n                                      -4-\n\n \n                                   EXHIBIT C\n                                   ---------\n\n                        HAZARDOUS MATERIALS DISCLOSURE\n\n                               Tustin Annex Area\n                               -----------------\n         Byran Avenue, Tustin Ranch Road, El Camino Real, Myford, Road\n                              Tustin, California\n\n                                  March, 1997\n\nWithin an approximate one mile radius of the Premises, The Irvine Company is\naware of the following properties which have experienced a Hazardous Materials\ncontamination problem. These are identified and discussed below:\n\nTustin Marine Corps Air Station\n-------------------------------\nTustin, California\n\nThe Tustin Air Station is identified in regulatory agency files as having\nexperienced a variety of contamination problems including underground storage\ntank leaks. The full extent of contamination in soils and groundwater has not\nyet been fully defined. Assessment and remediation activities are currently\nbeing conducted under regulatory agency oversight. Additional information\nconcerning the status of this site may be obtained from regulatory agencies.\n\nTreasure Farms Main Yard\n------------------------\nJamboree Road \/ Irvine Blvd.\nIrvine, California\n\nDischarges from former underground fuel tanks have impacted soils and\ngroundwater at this property. The site is currently in assessment \/ remediation\nunder regulatory agency oversight.\n\nAdditional Study\n\nOther properties in the area may have been impacted by hazardous substances\ncontamination. It is recommended that the Tenant satisfy itself as to the effect\nof the above-described sites (or any other sites) on the condition of the\nPremises.\n\n \n                                   EXHIBIT D\n                                   ---------\n\n                              TENANT'S INSURANCE\n\n     The following standards for Tenant's insurance shall be in effect at the\nBuilding. Landlord reserves the right to adopt reasonable nondiscriminatory\nmodifications and additions to those standards. Tenant agrees to obtain and\npresent evidence to Landlord that it has fully complied with the insurance\nrequirements.\n\n     1.   Tenant shall, at its sole cost and expense, commencing on the date\nTenant is given access to the Premises for any purpose and during the entire\nTerm, procure, pay for and keep in full force and effect: (i) commercial general\nliability insurance with respect to the Premises and the operations of or on\nbehalf of Tenant in, on or about the Premises, including but not limited to\npersonal injury, owned and nonowned automobile, blanket contractual, independent\ncontractors, broad form property damage (with an exception to any pollution\nexclusion with respect to damage arising out of heat, smoke or fumes from a\nhostile fire), fire and water legal liability, products liability (if a product\nis sold from the Premises), liquor law liability (if alcoholic beverages are\nsold, served or consumed within the Premises), and severability of interest,\nwhich policy(ies) shall be written on an \"occurrence\" basis and for not less\nthan the amount set forth in Item 13 of the Basic Lease Provisions, with a\ncombined single limit (with a $50,000 minimum limit on fire legal liability) per\noccurrence for bodily injury, death, and property damage liability, or the\ncurrent limit of liability carried by Tenant, whichever is greater, and subject\nto such increases in amounts as Landlord may determine from time to time; (ii)\nworkers' compensation insurance coverage as required by law, together with\nemployers' liability insurance; (iii) with respect to improvements, alterations,\nand the like required or permitted to be made by Tenant under this Lease,\nbuilder's all-risk insurance, in an amount equal to the replacement cost of the\nwork; (iv) insurance against fire, vandalism, malicious mischief and such other\nadditional perils as may be included in a standard \"all risk\" form in general\nuse in the county in which the Premises are situated, insuring Tenant's\nleasehold improvements, trade fixtures, furnishings, equipment and items of\npersonal property of Tenant located in the Premises, in an amount equal to not\nless than ninety percent (90%) of their actual replacement cost (with\nreplacement cost endorsement); and (v) business interruption insurance in\namounts satisfactory to cover one (1) year of loss. In no event shall the limits\nof any policy be considered as limiting the liability of Tenant under this\nLease.\n\n     2.   In the event Landlord consents to Tenant's use, generation or storage\nof Hazardous Materials on, under or about the Premises pursuant to Section 5.3\nof this Lease, Landlord shall have the continuing right to require Tenant, at\nTenant's sole cost and expense (provided the same is available for purchase upon\ncommercially reasonable terms), to purchase insurance specified and approved by\nLandlord, with coverage not less than Five Million Dollars ($5,000,000.00),\ninsuring (i) any Hazardous Materials shall be removed from the Premises, (ii)\nthe Premises shall be restored to a clean, healthy, safe and sanitary condition,\nand (iii) any liability of Tenant, Landlord and Landlord's officers, directors,\nshareholders, agents, employees and representatives, arising from such Hazardous\nMaterials.\n\n     3.   All policies of insurance required to be carried by Tenant pursuant to\nthis Exhibit D containing a deductible exceeding Five Thousand Dollars\n     ---------\n($5,000.00) per occurrence must be approved in writing by Landlord prior to the\nissuance of such policy. Tenant shall be solely responsible for the payment of\nall deductibles.\n\n     4.   All policies of insurance required to be carried by Tenant pursuant to\nthis Exhibit D shall be written by responsible insurance companies authorized to\n     ---------\ndo business in the State of California and with a Best's rating of not less than\n\"A\" subject to final acceptance and approval by Landlord. Any insurance required\nof Tenant may be furnished by Tenant under any blanket policy carried by it or\nunder a separate policy, so long as (i) the Premises are specifically covered\n(by rider, endorsement or otherwise), (ii) the limits of the policy are\napplicable on a \"per location\" basis to the Premises and provide for restoration\nof the aggregate limits, and (iii) the policy otherwise complies with the\nprovisions of this Exhibit D. A true and exact copy of each paid up policy\n                   ---------\nevidencing the insurance (appropriately authenticated by the insurer) or a\ncertificate of insurance, certifying that the policy has been issued, provides\nthe coverage required by this Exhibit D and contains the required provisions,\n                              ---------\nshall be delivered to Landlord prior to the date Tenant is given the right of\npossession of the Premises. Proper evidence of the renewal of any insurance\ncoverage shall also be delivered to Landlord not less than thirty (30) days\nprior to the expiration of the coverage. Landlord may at any time, and from time\nto time, inspect and\/or copy any and all insurance policies required by this\nLease.\n\n     5.   Each policy evidencing insurance required to be carried by Tenant\npursuant to this Exhibit D shall contain the following provisions and\/or clauses\n                 ---------\nsatisfactory to Landlord: (i) a provision that the policy and the coverage\nprovided shall be primary and that any coverage carried by Landlord shall be\nnoncontributory with respect to any policies carried by Tenant except as to\nworkers' compensation insurance; (ii) a provision including Landlord, the\nAdditional Insureds identified in Item 11 of the Basic Lease\n\n \nProvisions, and any other parties in interest designated by Landlord as an\nadditional insured, except as to workers' compensation insurance; (iii) a waiver\nby the insurer of any right to subrogation against Landlord, its agents,\nemployees, contractors and representatives which arises or might arise by reason\nof any payment under the policy or by reason of any act or omission of Landlord,\nits agents, employees, contractors or representatives; and (iv) a provision that\nthe insurer will not cancel or change the coverage provided by the policy\nwithout first giving Landlord thirty (30) days prior written notice.\n\n     6.   In the event that Tenant fails to procure, maintain and\/or pay for, at\nthe times and for the durations specified in this Exhibit D, any insurance\n                                                  ---------\nrequired by this Exhibit D, or fails to carry insurance required by any\n                 ---------\ngovernmental authority, Landlord may at its election procure that insurance and\npay the premiums, in which event Tenant shall repay Landlord all sums paid by\nLandlord, together with interest at the maximum rate permitted by law and any\nrelated costs or expenses incurred by Landlord, within ten (10) days following\nLandlord's written demand to Tenant.\n\n                                      -2-\n\n \n                                   EXHIBIT E\n                                   ---------\n\n                             RULES AND REGULATIONS\n\n     This Exhibit sets forth the rules and regulations governing Tenant's use of\nthe Premises leased to Tenant pursuant to the terms, covenants and conditions of\nthe Lease to which this Exhibit is attached and therein made part thereof. In\nthe event of any conflict or inconsistency between this Exhibit and the Lease,\nthe Lease shall control.\n\n     1.   Tenant shall not place anything or allow anything to be placed near\nthe glass of any window, door, partition or wall which may appear unsightly from\noutside the Premises.\n\n     2.   The walls, walkways, sidewalks, entrance passages, courts and\nvestibules shall not be obstructed or used for any purpose other than ingress\nand egress of pedestrian travel to and from the Premises, and shall not be used\nfor loitering or gathering, or to display, store or place any merchandise,\nequipment or devices, or for any other purpose. The walkways, entrance\npassageways, courts, vestibules and roof are not for the use of the general\npublic and Landlord shall in all cases retain the right to control and prevent\naccess thereto by all persons whose presence in the judgment of the Landlord\nshall be prejudicial to the safety, character, reputation and interests of the\nBuilding and its tenants, provided that nothing herein contained shall be\nconstrued to prevent such access to persons with whom Tenant normally deals in\nthe ordinary course of Tenant's business unless such persons are engaged in\nillegal activities. No tenant or employee or invitee of any tenant shall be\npermitted upon the roof of the Building.\n\n     3.   No awnings or other projection shall be attached to the outside walls\nof the Building. No security bars or gates, curtains, blinds, shades or screens\nshall be attached to or hung in, or used in connection with, any window or door\nof the Premises without the prior written consent of Landlord. Neither the\ninterior nor exterior of any windows shall be coated or otherwise sunscreened\nwithout the express written consent of Landlord.\n\n     4.   Tenant shall not mark, nail, paint, drill into, or in any way deface\nany part of the Premises or the Building. Tenant shall not lay linoleum, tile,\ncarpet or other similar floor covering so that the same shall be affixed to the\nfloor of the Premises in any manner except as approved by the Landlord in\nwriting. The expense of repairing any damage resulting from a violation of this\nrule or removal of any floor covering shall be borne by Tenant.\n\n     5.   The toilet rooms, urinals, wash bowls and other plumbing apparatus\nshall not be used for any purpose other than that for which they were\nconstructed and no foreign substance of any kind whatsoever shall be thrown\ntherein. The expense of any breakage, stoppage or damage resulting from the\nviolation of this rule shall be borne by the tenant who, or whose employees or\ninvitees, caused it.\n\n     6.   Landlord shall direct electricians as to the manner and location of\nany future telephone wiring. No boring or cutting for wires will be allowed\nwithout the prior consent of Landlord. The locations of the telephones, call\nboxes and other office equipment affixed to the Premises shall be subject to the\nprior written approval of Landlord.\n\n     7.   The Premises shall not be used for manufacturing or for the storage of\nmerchandise except as such storage may be incidental to the permitted use of the\nPremises. No exterior storage shall be allowed at any time without the prior\nwritten approval of Landlord. The Premises shall not be used for cooking or\nwashing clothes without the prior written consent of Landlord, or for lodging or\nsleeping or for any immoral or illegal purposes.\n\n     8.   Tenant shall not make, or permit to be made, any unseemly or\ndisturbing noises or disturb or interfere with occupants of this or neighboring\nbuildings or premises or those having business with them, whether by the use of\nany musical instrument, radio, phonograph, noise, or otherwise. Tenant shall not\nuse, keep or permit to be used, or kept, any foul or obnoxious gas or substance\nin the Premises or permit or suffer the Premises to be used or occupied in any\nmanner offensive or objectionable to Landlord or other occupants of this or\nneighboring buildings or premises by reason of any odors, fumes or gases.\n\n     9.   No animals shall be permitted at any time within the Premises.\n\n     10.  Tenant shall not use the name of the Building or the Project in\nconnection with or in promoting or advertising the business of Tenant, except as\nTenant's address, without the written consent of Landlord. Landlord shall have\nthe right to prohibit any advertising by any Tenant which, in Landlord's\nreasonable opinion, tends to impair the reputation of the Project or its\ndesirability for its intended uses, and upon written notice from Landlord any\nTenant shall refrain from or discontinue such advertising.\n\n \n     11.  Canvassing, soliciting, peddling, parading, picketing, demonstrating\nor otherwise engaging in any conduct that unreasonably impairs the value or use\nof the Premises or the Project are prohibited and each Tenant shall cooperate to\nprevent the same.\n\n     12.  No equipment of any type shall be placed on the Premises which in\nLandlord's opinion exceeds the load limits of the floor or otherwise threatens\nthe soundness of the structure or improvements of the Building.\n\n     13.  No air conditioning unit or other similar apparatus shall be installed\nor used by any Tenant without the prior written consent of Landlord.\n\n     14.  No aerial antenna shall be erected on the roof or exterior walls of\nthe Premises, or on the grounds, without in each instance, the prior written\nconsent of Landlord. Any aerial or antenna so installed without such written\nconsent shall be subject to removal by Landlord at any time without prior notice\nat the expense of the Tenant, and Tenant shall upon Landlord's demand pay a\nremoval fee to Landlord of not less than $200.00.\n\n     15.  The entire Premises, including vestibules, entrances, doors, fixtures,\nwindows and plate glass, shall at all times be maintained in a safe, neat and\nclean condition by Tenant. All trash, refuse and waste materials shall be\nregularly removed from the Premises by Tenant and placed in the containers at\nthe locations designated by Landlord for refuse collection. All cardboard boxes\nmust be \"broken down\" prior to being placed in the trash container. All\nstyrofoam chips must be bagged or otherwise contained prior to placement in the\ntrash container, so as not to constitute a nuisance. Pallets may not be disposed\nof in the trash container or enclosures. The burning of trash, refuse or waste\nmaterials is prohibited.\n\n     16.  Tenant shall use at Tenant' s cost such pest extermination contractor\nas Landlord may direct and at such intervals as Landlord may require.\n\n     17.  All keys for the Premises shall be provided to Tenant by Landlord and\nTenant shall return to Landlord any of such keys so provided upon the\ntermination of the Lease. Tenant shall not change locks or install other locks\non doors of the Premises, without the prior written consent of Landlord. In the\nevent of loss of any keys furnished by Landlord for Tenant, Tenant shall pay to\nLandlord the costs thereof.\n\n     18.  No person shall enter or remain within the Project while intoxicated\nor under the influence of liquor or drugs. Landlord shall have the right to\nexclude or expel from the Project any person who, in the absolute discretion of\nLandlord, is under the influence of liquor or drugs.\n\n          Landlord reserves the right to amend or supplement the foregoing Rules\nand Regulations and to adopt and promulgate additional rules and regulations\napplicable to the Premises. Notice of such rules and regulations and amendments\nand supplements thereto, if any, shall be given to the Tenant.\n\n                                      -2-\n\n \n                                   EXHIBIT X\n                                   ---------\n \n                            INDUSTRIAL WORK LETTER\n\n                               DOLLAR ALLOWANCE\n\nThe Tenant Improvement work (herein \"Tenant Improvements\") shall consist of any\nwork, including work in place as of the date hereof, required to complete the\nPremises pursuant to the approved Working Drawings and Specifications (as\nhereinafter defined). The Tenant Improvements shall not include the \"Shell\nBuilding Work\" (as defined in Article III below). All of the Tenant Improvement\nwork shall be performed by the \"Selected Contractor\" (as hereinafter defined)\nand in accordance with the procedures and requirements set forth below.\n\n1.   ARCHITECTURAL AND CONSTRUCTION PROCEDURES.\n\n     A.   Tenant and Landlord have approved prior to the execution of this\n          Lease, both (i) a detailed space plan for the Premises dated November\n          20, 1998 and consisting of Sheets PP1, PP2 and PP3, prepared by\n          Landlord's architect, Ware &amp; Malcolm Architects, Inc. (\"Preliminary\n          Plan\"), and (ii) an estimate dated November 24, 1998, prepared by\n          Landlord's contractor, Insignia\/ESG of California, Inc., of the cost\n          for which Landlord will complete or cause to be completed the Tenant\n          Improvements (\"Preliminary Cost Estimate\").\n\n     B.   Prior to the execution of this Lease, Tenant has provided in writing\n          to Landlord or Landlord's architect all specifications and information\n          requested by Landlord for the preparation of final construction\n          documents and costing, including without limitation Tenant's final\n          selection of wall and floor finishes, complete specifications and\n          locations (including load and HVAC requirements) of Tenant's\n          equipment, and details of all \"Non-Standard Improvements\" (as defined\n          below) to be installed in the Premises (collectively, \"Programming\n          Information\"). Tenant understands that final construction documents\n          for the Tenant Improvements shall be predicated on the Programming\n          Information, and accordingly agrees that such information provided to\n          Landlord is accurate and complete.\n\n     C.   Except as specified in the Preliminary Plan, the Tenant Improvements\n          shall incorporate Landlord's building standard materials and\n          specifications (\"Standards\") described with particularity in the\n          Section entitled \"Tenant Improvements\" of that certain Outline\n          Specifications and Project Description dated September 22, 1997 (the\n          \"Outline Specifications\"). A copy of the Outline Specifications is\n          attached as Exhibit X-1 hereto. No deviations from the Standards shall\n          be permitted, provided that Landlord may, in its reasonable\n          discretion, authorize in writing one or more of such deviations if\n          requested by Tenant. Subject to the express provisions of Article II.A\n          below, any excess cost of such deviations shall be part of \"Tenant's\n          Contribution\" (as hereinafter defined). Notwithstanding anything to\n          the contrary contained in the foregoing, Landlord shall in no event be\n          required to approve any deviations from the Standards (\"Non-Standard\n          Improvements\") if Landlord determines that such improvement (i) is of\n          a lesser quality than the corresponding Standard, (ii) fails to\n          conform to applicable governmental requirements, (iii) requires\n          building services beyond the level normally provided to other tenants,\n          (iv) would delay construction of the Tenant Improvements beyond the\n          Estimated Commencement Date and Tenant declines to accept such delay\n          in writing as a Tenant Delay, or (v) would have an adverse aesthetic\n          impact from the exterior of the Premises.\n\n     D.   Landlord's architect and engineers shall prepare and deliver to Tenant\n          working drawings and specifications (\"Working Drawings and\n          Specifications\") for the Tenant Improvements based on the Preliminary\n          Plan not later than twenty (20) days following the execution and\n          delivery of this Lease by both Landlord and Tenant. Tenant shall have\n          three (3) business days from the receipt thereof to approve or\n          disapprove the Working Drawings and Specifications. Tenant shall not\n          unreasonably withhold or delay its approval, and any disapproval or\n          requested modification shall be limited to items not contained in the\n          approved Preliminary Plan or Preliminary Cost Estimate. Should Tenant\n          disapprove the Working Drawings and Specifications, such disapproval\n          shall be accompanied by a detailed list of revisions. Any revision\n          requested by Tenant and reasonably accepted by Landlord shall be\n          incorporated into a revised set of Working Drawings and\n          Specifications, and Tenant shall approve same in writing within three\n          (3) business days of receipt without further revision (provided said\n          revised set of Working Drawings and Specifications complies with the\n          applicable revision requested by Tenant and reasonably accepted by\n          Landlord). Tenant's failure to comply in a timely manner with any of\n          the requirements of this paragraph shall constitute a Tenant Delay.\n          \n\n \n          Without limiting the rights of Landlord for Tenant Delays as set forth\n          herein, in the event Tenant has not approved the Working Drawings and\n          Specifications within sixty (60) days following the date of this Lease\n          for any reason other than the failure by Landlord to abide by the\n          terms and conditions of this Work Letter, then Landlord may, at its\n          option, elect to terminate this Lease by written notice to Tenant. In\n          the event Landlord elects to effect such a termination, Tenant shall,\n          within ten (10) days following demand by Landlord, pay to Landlord any\n          costs incurred by Landlord in connection with the preparation or\n          review of plans, construction estimates, price quotations, drawings or\n          specifications under this Work Letter and for all costs incurred in\n          the preparation and execution of this Lease, including any leasing\n          commissions.\n\n     E.   Upon Tenant's approval of the Working Drawings and Specifications,\n          Landlord shall submit same both to the City of Irvine for plan check\n          approval and to Turelk Construction Co. (the \"Selected Contractor\").\n          The Selected Contractor shall competitively bid each of the major\n          subtrades of the Tenant Improvement work with at least three (3)\n          licensed and qualified subcontractors. Landlord shall also\n          competitively bid the general contractor's fee and general conditions\n          of the Tenant Improvements work with at least two (2) other licensed\n          and qualified general contractors. Such bidding process shall be\n          completed within ten (10) days following the request for bids, and\n          Landlord shall notify Tenant of the Selected Contractor's final bid\n          amount for the Tenant Improvements work (the \"Bid Amount\"). If the Bid\n          Amount exceeds the Preliminary Cost Estimate, Landlord and Tenant\n          shall cooperate in good faith, within three (3) business days\n          thereafter, to \"value engineer\" the Tenant Improvements work to reduce\n          the cost thereof. Upon completion of such process, Landlord shall\n          execute a \"fixed price\" or \"lump sum\" construction contract with the\n          Selected Contractor for the Bid Amount, as adjusted by any such \"value\n          engineering\". Landlord shall cause the Tenant Improvements to be\n          constructed in a good and workmanlike manner and substantially in\n          accordance with the approved Working Drawings and Specifications (as\n          modified by Changes approved by Landlord and Tenant). All materials\n          and equipment furnished shall conform to such approved Working\n          Drawings and Specifications and shall be of good quality. Landlord\n          shall, promptly following notice from Tenant, rectify any\n          noncompliance with the foregoing obligations at its sole cost and\n          expense.\n\n     F.   In the event that Tenant requests in writing a revision in the\n          approved Working Drawings and Specifications (\"Change\"), Landlord\n          shall advise Tenant by written change order as soon as is practical of\n          any increase in the Completion Cost and\/or any Tenant Delay such\n          Change would cause. Tenant shall approve or disapprove such change\n          order in writing within three (3) business days following its receipt\n          from Landlord. Subject to the provisions for application of up to\n          Ninety Thousand Dollars ($90,000.00) for Non-Standards contained in\n          Article II.A below, if such Change either involves a Non-Standard\n          Improvement acceptable to Landlord, or if such Change would result in\n          the Completion Cost exceeding the Landlord's Contribution, then\n          Tenant's approval of such Change shall be accompanied by Tenant's\n          payment of any such increase in the Completion Cost. Landlord shall\n          have the right to decline Tenant's request for a Change for any of the\n          reasons set forth in Article I.C above for Landlord's disapproval of a\n          Non-Standard Improvement. It is understood that Landlord shall have no\n          obligation to interrupt or modify the Tenant Improvement work pending\n          Tenant's approval of a change order.\n\n     G.   Notwithstanding any provision in the Lease to the contrary, if Tenant\n          fails to comply with any of the time periods specified in this Work\n          Letter, fails otherwise to approve or reasonably disapprove any\n          submittal within three (3) business days, fails to approve or\n          disapprove in writing the Working Drawings and Specifications or the\n          Final Cost Estimate within the time provided herein, requests any\n          Changes, furnishes inaccurate or erroneous specifications or other\n          information, or specifies materials that are not readily available\n          (provided that Tenant was made aware by Landlord of the delay\n          associated, or anticipated to be associated, with such Change or\n          specification at the time of Tenant's request for such Change or\n          materials) (any of the foregoing being referred to in this Lease as a\n          \"Tenant Delay\"), then Tenant shall bear any resulting additional\n          construction cost or other expenses, and the Commencement Date of this\n          Lease shall be deemed to have occurred for all purposes, including\n          Tenant's obligation to pay rent, as of the date Landlord reasonably\n          determines that it would have been able to deliver the Premises to\n          Tenant but for the collective Tenant Delays. In no event, however,\n          shall such date be earlier than the Estimated Commencement Date set\n          forth in the Basic Lease Provisions. Should Landlord determine that\n          the Commencement Date should be advanced in accordance with the\n          foregoing, it shall so notify Tenant in writing. Landlord's\n          determination shall be conclusive unless Tenant notifies Landlord in\n          writing, within five (5) days thereafter, of Tenant's election to\n          contest same by arbitration with JAMS pursuant to\n\n                                      -2-\n\n \n          Section 22.7 of the Lease. Pending the outcome of such arbitration\n          proceedings, Tenant shall make timely payment of all rent due under\n          this Lease based upon the Commencement Date set forth in the aforesaid\n          notice from Landlord.\n\n     H.   Landlord shall permit Tenant and its agents to enter the Premises\n          prior to the Commencement Date of the Lease in order that Tenant may\n          perform any work to be performed by Tenant hereunder through its own\n          contractors, subject to Landlord's prior written approval, and in a\n          manner and upon terms and conditions and at times satisfactory to\n          Landlord's representative. The foregoing license to enter the Premises\n          prior to the Commencement Date is, however, conditioned upon Tenant's\n          contractors and their subcontractors and employees working in harmony\n          and not interfering with the work being performed by Landlord. If at\n          any time that entry shall cause disharmony or interfere with the work\n          being performed by Landlord, this license may be withdrawn by Landlord\n          upon twenty-four (24) hours written notice to Tenant. That license is\n          further conditioned upon the compliance by Tenant's contractors with\n          all requirements imposed by Landlord on third party contractors,\n          including without limitation the maintenance by Tenant and its\n          contractors and subcontractors of workers' compensation and public\n          liability and property damage insurance in amounts and with companies\n          and on forms satisfactory to Landlord, with certificates of such\n          insurance being furnished to Landlord prior to proceeding with any\n          such entry. The entry shall be deemed to be under all of the\n          provisions of the Lease except as to the covenants to pay rent. Except\n          to the extent of the active negligence or willful misconduct of\n          Landlord, or its authorized agents, contractors or employees, Landlord\n          shall not be liable in any way for any injury, loss or damage which\n          may occur to any such work being performed by Tenant, the same being\n          solely at Tenant's risk. In no event shall the failure of Tenant's\n          contractors to complete any work in the Premises extend the\n          Commencement Date of this Lease beyond the date that Landlord has\n          completed its Tenant Improvement work and tendered the Premises to\n          Tenant.\n\n     I.   Tenant hereby designates John Ham, Telephone No. (510) 770-8787, as\n          its representative, agent and attorney in-fact for the purpose of\n          receiving notices, approving submittals and issuing requests for\n          Changes, and Landlord shall be entitled to rely upon authorizations\n          and directives of such person(s) as if given directly by Tenant.\n          Tenant may amend the designation of its construction representative(s)\n          at any time upon delivery of written notice to Landlord.\n\nII.  COST OF TENANT IMPROVEMENTS.\n     ---------------------------\n\n     A.   Landlord shall complete, or cause to be completed, the Tenant\n          Improvements, at the construction cost shown in the Bid Amount\n          (subject to the provisions of this Work Letter), in accordance with\n          final Working Drawings and Specifications approved by both Landlord\n          and Tenant. Landlord shall pay towards the \"Completion Cost\" (as\n          hereinafter defined) as incurred a maximum of One Million Ninety\n          Thousand Dollars ($1,090,000.00) (\"Landlord's Contribution\"), based on\n          $7.408 per square foot of the Premises, provided that in the event\n          that Standards (or Non-Standards approved by Landlord) incorporated\n          into the Tenant Improvement work shall increase the Completion Cost,\n          such increase (not to exceed Two Hundred Thousand Dollars\n          [$200,000.00] in the aggregate) shall be amortized at an interest\n          factor of twelve percent (12%) per annum over the initial forty-eight\n          (48) months of the Term, Tenant's Basic Rent shall be so increased by\n          said amortized amount for the initial forty-eight (48) months of the\n          Term (and Landlord and Tenant shall execute a memorandum prepared by\n          Landlord and reasonably acceptable to Tenant confirming said increase\n          in the Basic Rent), and the Landlord's Contribution shall be deemed to\n          include any such increase. Tenant shall be fully responsible for the\n          remainder of the Completion Cost (\"Tenant's Contribution\"). Landlord's\n          Contribution shall only be used for construction and installation of\n          Standards incorporated into the approved Working Drawings and\n          Specifications, except that: (i) Tenant shall have the right to apply\n          up to, but not exceeding, Ninety Thousand Dollars ($90,000.00) of the\n          Landlord's Contribution towards the cost of overtime payments to the\n          Selected Contractor and for the costs of Changes for any Non-Standards\n          Improvements approved by Landlord and incorporated in the Tenant\n          Improvement work. In the event the Completion Cost is less than the\n          Landlord's Contribution, Tenant may apply such difference towards the\n          cost of any alterations to the Premises, conforming to Landlord's\n          Standards and approved by Landlord pursuant to Section 7.3, which\n          alterations shall be constructed by Tenant within six (6) months\n          following the Commencement Date.\n\n     B.   The Completion Cost shall mean the following: (i) payments made to\n          architects, engineers and other third party consultants in connection\n          with the preparation of the Preliminary Plan and Working Drawings and\n          Specifications, (ii) permit fees and other sums paid to\n\n                                      -3-\n\n \n          governmental agencies, and (iii) costs of all labor and materials for\n          construction of the Tenant Improvement work in accordance with the\n          approved Working Drawings and Specifications. The Completion Cost\n          shall also include an administrative\/supervision fee to be paid to\n          Landlord or to Landlord's management agent in the amount of five\n          percent (5%) of all such costs. Landlord, at its sole cost and\n          expense, shall be responsible for and the Completion Cost shall not\n          include (and Tenant shall have no responsibility for and Landlord's\n          Contribution shall not be used for) the following: (a) costs\n          attributable to the \"Building Shell Work\" defined below; (b) costs\n          incurred to remove Hazardous Materials from the Premises or the\n          Project; (c) attorneys' fees incurred in connection with negotiation\n          of construction contracts, and attorneys' fees, experts' fees and\n          other costs in connection with disputes with third parties; (d)\n          interest and other costs of financing construction costs; (e) costs\n          incurred as a consequence of delay (unless the delay is a \"Tenant\n          Delay\" as herein defined), construction defects or default by the\n          Selected Contractor; (f) costs recoverable by Landlord upon account of\n          warranties and insurance; (g) restoration costs in excess of insurance\n          proceeds as a consequence of casualties; (h) penalties and late\n          charges attributable to Landlord's failure to pay construction costs;\n          and (i) costs for which Landlord is responsible as provided in Section\n          2.4 of the Lease.\n\n     C.   Tenant shall pay to Landlord the amount of the Tenant's Contribution\n          estimated by Landlord (\"Landlord's Final Estimate\") following the\n          final bidding of the Tenant Improvement work and the execution of the\n          construction contract with the Selected Contractor, as follows: (i)\n          fifty percent (50%) of the Tenant's Contribution prior to the start of\n          construction, and (ii) fifty percent (50%) within ten (10) days\n          following notice from Landlord that the Tenant Improvements work has\n          been substantially completed. If the actual Completion Cost of the\n          Tenant Improvements is greater than the Landlord's Final Estimate\n          because of Changes, or because of Tenant Delays, then Tenant shall be\n          responsible for all such additional costs; otherwise, Landlord shall\n          be responsible for such additional costs. The balance of any sums not\n          otherwise paid by Tenant shall be due and payable on or before the\n          Commencement Date of this Lease. If Tenant defaults in the payment of\n          any sums due under this Work Letter, Landlord shall (in addition to\n          all other remedies) have the same rights as in the case of Tenant's\n          failure to pay rent under the Lease.\n\nIII. SHELL BUILDING WORK.\n     -------------------\n\n     Landlord shall complete, or cause to be completed at its sole cost and\n     expense, the shell Building work as described with particularity in those\n     Sections entitled \"Site Work\" and \"Building Shell\" in the Outline\n     Specifications attached as Exhibit X-1 hereto, and the lobby and core\n                                -----------\n     improvements as described with particularity in the Section entitled\n     \"Lobby\/Core Improvements\" in the Outline Specifications attached as Exhibit\n                                                                         -------\n     X-1 hereto for the lobby and core to be constructed in the northeast corner\n     ---\n     of the Building (collectively, the \"Building Shell Work\"). The Building\n     Shell Work shall be constructed in a good and workmanlike manner. All\n     materials and equipment furnished shall conform to the Outline\n     Specifications (except to the extent that Landlord shall otherwise\n     reasonably determine), and shall be of good quality. Landlord shall,\n     promptly following notice from Tenant, rectify any noncompliance with the\n     foregoing obligations at its sole cost and expense.\n\n                                      -4-\n\n \n                 OUTLINE SPECIFICATION AND PROJECT DESCRIPTION\n\n                            MANUFACTURING BUILDINGS\n                           JAMBOREE BUSINESS CENTER\n\n                              THE IRVINE COMPANY\n\n                              September 22, 1997\n\nIn addition to the Project Data and information provided on the attached\ndrawings sheets, the following should be considered:\n\n                                   Site Work\n                                   ---------\nUtilities\n---------\n\n         a)    Underground storm drain system including catch basins, man holes,\n               and connections.\n         b)    Interior roof drains at front of building, sheet metal downspouts\n               at rear of building.\n         c)    Connect sewer from building to street. Include clean outs.\n         d)    Install electrical transformer on pad and connect underground\n               conduits to building.\n         e)    Provide for telephone connection to the street with underground\n               conduits between buildings.\n         f)    Provide for underground natural gas to face of building.\n         g)    Provide metered domestic building water connection to the street.\n               Include separate metered water connection for on-site landscape\n               irrigation.\n         h)    Provide underground fire line\/fire sprinkler water system\n               including detector check assembly, fire hose connections, post\n               indicator valves, fire hydrants, and main service into the site\n               per local fire authority requirements.\n\nSite Concrete\n-------------\n\n         a)    Provide concrete curbs, gutters and swales, in accordance with\n               standards of the local municipality.\n         b)    Provide handicapped access curb ramps with 12\" wide grooved\n               warning strips, non slip surface and slopes, crossfall and side\n               slopes per code.\n         c)    Construct new driveway entrances per city standards including off\n               site work to patch as required.\n         d)    Construct 6\" reinforced concrete trucking pad as shown with\n               sealed expansion joints at approximately 24' on center and\n               intermediate sawcut control joints. Broom finish. Reinforcement\n               as recommended by Geotechnical report.\n         e)    Construct 6\" reinforced truck ramps and ramp walls. Ramp walls\n               may be tilt-up construction. Provide expansion joints, control\n               joints, broom finish. Paint walls to match building.\n         f)    Construct exit stairs as shown of tilt-up construction and\n               reinforced concrete steps. Paint walls.\n\nSite Lighting\n-------------\n\n         a)    Provide high  pressure  sodium shoe box wall  mounted  cut-off\n               light fixtures  mounted on the building to meet City of Irvine\n               and Irvine Spectrum lighting foot-candle requirements.\n         b)    Provide  additional  pole mounted high pressure sodium cut-off\n               light  fixtures  around the site to achieve  minimum  lighting\n               levels per city security  ordinance  throughout site. Mount on\n               2' height concrete footing base.\n\nHardscape\n---------\n\n         a)    Construct building entry plaza and lunch patio with textured\n               concrete finish on 4\" concrete slab. Provide 1\/2\" sealed\n               expansion joints spaced apart as recommended by Geotechnical\n               report.\n         b)    Construct 4\" concrete walks over sand base with score line and\n               expansion joints spaced apart as recommenced by Geotechnical\n               report, slab to be finished with medium salt or accent finish.\n\nAC Paving\n---------\n\n         a)    Provide standard paving over base at parking stalls and drive\n               aisles to be used only by cars as recommended by Geotechnical\n               report.\n\n \n         b)    Provide heavier duty paving over base at drive aisles which will\n               be used by trucks as recommended by Geotechnical report.\n         c)    Paving to be finished smooth with no sealer.\n\nStriping &amp; Signage\n------------------\n\n         a)    Provide city standard parking lot striping double striped with\n               compact and carpool stall identification.\n         b)    Stripe handicapped stalls with loading zone stripes and\n               handicapped symbol per code.\n         c)    Provide other site signage for handicapped and accessibility\n               directions as required, as well as other required surface\n               markings and curb painting.\n\n                                Building Shell\n                                --------------\nConcrete Slab\n-------------\n\n         a)    Warehouse slab shall be 6\" thick reinforced with wire mesh or re-\n               bars over gravel base for 3,000 psi strength. Reinforcement and\n               base as recommended by Geotechnical report. Provide control\n               joints throughout. Control joints may be sawcut if completed\n               within twenty four hours of the pour.\n         b)    Office area slab shall be 6\" thick reinforced over base and sand\n               with visqueen vapor barrier centered in sand. Reinforcement, base\n               and sand thickness as recommended by Geotechnical report.\n\nColumns\/Structural Frames\n-------------------------\n\n         a)    Standard section tube, pipe, or H steel roof and mezzanine\n               columns full height with welded plates and connectors to accept\n               floor and\/or roof framing structure.\n         b)    Standard section tube or H steel braced \"K\" frames as needed for\n               lateral resistance.\n\nRoof Structure\n--------------\n\n         a)    Steel carrying girders with continuous connectors and shear\n               straps as needed. 30' clear height.\n         b)    Steel trusses at 8' o.c. with steel connectors, straps and       \n               bracing.\n         c)    Panelized roof with 2 x 4 sub purlins at 24\" o.c. and 1\/2\"\n               structural grade OSB sheathing over Warehouse areas and 2 x 6\n               purlins over office areas.\n         d)    Provide supports and blockouts for roof mounted equipment,\n               skylights, roof access hatch and roof drains per structural\n               engineer's recommendation.\n\nRoof Finish\n-----------\n\n         a)    4-ply built up fiberglass roof system (10 year warranty) complete\n               with fiber cants, cap sheet, walking pads, and base flashing.\n\nSmokehatch Skylights\n--------------------\n\n         a)    Provide 4' x 8' vented skylight smoke hatches with integral curb\n               by Bristolite or equal 2% coverage of warehouse area.\n         b)    Smokehatch skylight units shall have acrylic domes, and shall be\n               double domed burglar resistant or outfitted with security\n               bars, as required by local municipality.\n\nWarehouse Curtains\n------------------\n\n         a)    Provide separations to 50,000 SF.\n         b)    6' deep measured from underside of roof sheathing. Smoke curtains\n               made of 1\/2\" gyp. board on drywall frame or corrugated sheet\n               metal with top and bottom angle stiffener. Seal all penetrations.\n\nWalls\n-----\n\n         a)    7 1\/2\" thick concrete tilt-up full height and extended 18\" below\n               finish floor. Walls to be 5' below finished floor at trucking pad\n               and elsewhere as indicated on grading and structural plans. Walls\n               may be thicker at panels with openings and at shear wall panels,\n               or may be thicker per structural engineer's requirements.\n         b)    Add reinforcing steel for future expansion knock-outs as\n               indicated.\n \n                                      -2-\n\n \n         c)    Include 3\/4\" deep integral reveals and feature recessed wall\n               panel areas at exterior side.\n         d)    The exterior side of wall panels shall be sacked and patched as\n               necessary to result in a smooth, uniform painted surface.\n               Patching and sacking will also be performed on the edges and\n               interior surfaces of door and window openings, and any accents or\n               reveals to provide the same smooth, uniform painted surface as\n               the exterior walls.\n         e)    Interior shell walls to be 3 5\/8\" wide 25 gauge or 6\" wide \/ 16\n               gauge steel studs as required at 24\" o.c. or 2 x wood studs at\n               16\" o.c. where indicated.\n\nFire Sprinkler\n--------------\n\n         a)    Provide separate zoned system as best suited for this size and\n               type of building.\n         b)    Provide .45 \/ 3,000 SF density system throughout entire warehouse\n               area. (ESFR Ready).\n         c)    Sprinkler spacing in warehouse designed for future ESFR.\n         d)    Provision on site for future ESFR pump location.\n         e)    Ceiling drops into lobbies or care restrooms shall be fitted with\n               adjustable nipples to allow for future adjustment.\n         f)    Ceiling drops into tenant improved areas by tenant.\n\nFootings\n--------\n\n         a)    Perimeter walls and interior shear walls to be supported by\n               continuous type concrete footings. Step as necessary to conform\n               with exterior finish grades.\n         b)    Interior columns to be supported on concrete spread pad footings.\n         c)    Dry pack under all walls and base plates.\n\nMisc. Steel\n-----------\n\n         a)    Provide channel or double angle truck door jambs to 4' height and\n               angle sill edge at all truck doors.\n         b)    Trellis to have structural steel perimeter members and perforated\n               metal panel in-fill, painted finish.\n         c)    Provide roof access ladder and roof hatch.\n\nWindows\n-------\n\n         a)    Provide 2\" x 4 1\/2\" aluminum store front mullion system, front\n               glazed with wallboard adapters at perimeter walls; Kynar or\n               Duranar finish.\n         b)    Glazing to be 1\/4\" Tinted Reflective Glass by Spectrum, Guardian,\n               PPG or equal.\n         c)    Tempered glass at entry doors and elsewhere per code. Provide\n               spandrel glazing at shear wall and between floor space, where\n               occurs.\n\nMan Doors\n---------\n\n         a)    Provide 3' x 7' 18 ga. hollow metal doors and frames at all\n               warehouse perimeter doors. Provide drip at top exterior. Paint\n               finish.\n         b)    Hardware to include 3 ball bearing hinges, lever action exit from\n               interior, key only from exterior, door stop, self closure,\n               threshold and seals.\n\nTruck Doors\n-----------\n\n         a)    Grade level truck doors to be 2 part vertical lift type with\n               painted finish. Designed for 20 lb. wind load. Manually operated.\n               Provide minimum air infiltration seals and locks.\n         b)    Dock high truck doors to be overhead sectional lift type with\n               painted finish. Designed for 20 lb. wind load. Manually operated.\n               Provide minimum air infiltration seals and locks.\n\nEntry Doors\n-----------\n\n         a)    Pair 3' x 9' narrow stile aluminum entrance doors with 1\/4\"\n               tempered glass.\n         b)    Provide door hardware including recessed floor closer, panic\n               hardware, key entry, threshold, and pulls.\n\nGlass Exit Doors\n----------------\n\n         a)    3' x 9' narrow stile aluminum entrance door with l\/4\" tempered\n               reflective glass.\n         b)    Provide door hardware including overhead closer, panic hardware,\n               threshold, seals, and key entry.\n\n                                      -3-\n\n \nMezzanine Floor\n---------------\n\n         a)    Steel wide flange support beams with 3x wood plates.\n         b)    Wood TJI solid web trusses maximum 20\" deep with end hangers and\n               cross bracing.\n         c)    3\/4\" structural plywood subfloor.\n         d)    1\" thick gypsum concrete floor fill.\n         e)    Provide all anchors, ties, straps, and block outs for ducts as\n               needed.\n         f)    Design load of floor to be 80 lb. reduced live load plus 20 1b.\n               partition load.\n\nStairs\n------\n\n         a)    Wood framed stair construction with 2 x 16 cut stringers at 12\"\n               o.c. and 3\/4\" plywood over treads and risers. Treads \/ risers\n               shall be glued and nailed to each stringer. Platform framed\n               landings.\n         b)    Enclosure walls to be wood studs of 1-hour rated construction to\n               roof with Type \"X\" gyp. board finish each side.\n\nElectrical \/ Communications\n---------------------------\n\n         a)    Service to building will be 277\/480 volt, three phase, four wire.\n         b)    1200 amp 480 volt 3 phase 4 wire future service provided for,\n               with additional conduit stubs for future upgrades. (Switchgear\n               and tenant panels installed as part of the tenant improvement\n               scope of work).\n         c)    Transformer on grade with bus duct per electric utility purveyor.\n         d)    House meter installed to separately meter common interior and\n               exterior electrical usage.\n         e)    PacBell service conduits provided to telephone backboard in main\n               electrical room at each building. Fiber optic service available\n               to site.\n         f)    2 - 2\" conduits provided to each building for future third party\n               telephone service use.\n         g)    1 - 4\" conduit between buildings for future inter-building\n               communications.\n\nDock Equipment\n--------------\n\n         a)    Provide a pair of rubber dock bumpers 10\" x 11\" x 6\" thick at\n               each dock high door.\n\n                           Lobby \/ Core Improvements\n                           -------------------------\nWall Framing\n------------\n\n         a)    25 gauge steel studs at 24\" o.c. with top and bottom tracks and\n               screw connections. 3-5\/8\" throughout except 6\" at some plumbing\n               walls. Provide wood studs at stairwell walls.\n         b)    Use 2 1\/2\" furring at all improved area concrete exterior walls\n               and all improved area columns to 6\" above finish ceiling height.\n         c)    Provide R-11 Fiberglass Batt insulation at exterior concrete\n               walls within furring space; full height in improved areas and\n               restroom walls where indicated.\n\nCeiling\n-------\n\n         a)    Use light gauge steel studs or steel channels at solid drywall\n               ceilings in lobby\/core and restrooms, etc., 6\" deep at 24\" o.c.\n               or as needed per span. Provide bracing. Gypsum board ceilings at\n               lobby\/core and restrooms to be painted per finish schedule, with\n               color to match standard wall color.\n\nInsulation\n----------\n\n         a)    Provide R-19 fiberglass batt insulation above ceiling or at the\n               underside of roof structure directly over improved areas, and as\n               required per acoustical analysis recommendations.\n\nDrywall\n-------\n\n         a)    5\/8\" drywall throughout all interior walls and over furring at\n               improved area exterior walls.\n         b)    Type \"X\" drywall all corridor walls, lobby walls, columns at\n               lobby and corridors.\n         c)    Type \"X\" drywall at 1-hour rated roof\/ceiling at lobby, stair\n               wells and 1-hour rated floor\/ceiling at lobby balconies.\n         d)    Use 5\/8\" greenboard at restrooms and janitor rooms.\n\n                                      -4-\n\n \n         e)    All drywall at lobbies to receive painted finish of one standard\n               color. Color options:\n                    a.   Benjamin Moore #960\n                    b.   Frazee #484.\n\nCarpet\n------\n\n         b)    Provide Bentley Mills \"Pebble Point\" textured loop carpeting at\n               building entry lobbies. Color options:\n                    a.   PB32B-6624 Bone\n                    b.   PB32B-6636 Kestrel\n                    c.   PB32B-6622 Ash Green\n                    d.   PB32B-6632 Graywood\n\nTile\n----\n         a)    Provide 2\" x 2\" ceramic tile on thin set at all rest room floors;\n               slope to floor drain. Color: Daltile \"Almond\" DK-35.\n         b)    Provide 4\" x 4\" full height glazed ceramic tile at all wet walls\n               in restroom - Daltile Almond.\n\nDoors\n-----\n\n         a)    Provide solid core 1-3\/4\", 3' x 9' plastic laminate, Formica \n               #757-58 Golden Oak - Matte finish. Timely steel frame, CC404\n               Nickel finish.\n         b)    Provide 20 minute rating for all corridor doors.\n\nFinish Hardware\n---------------\n\n         a)    Schlage \"L\" series dull chrome finish hardware throughout.\n               Provide 3 ball bearing hinges, hardware stops, silencers, and\n               concealed auto flush bolts for pairs.\n         b)    Provide panic hardware at all rated doors to corridors, etc.\n         c)    Provide kick plates, push pulls and handicapped signage at\n               restrooms.\n\nToilet Compartments\n-------------------\n\n         a)    Standard height floor mounted overhead braced metal toilet\n               partitions throughout all restrooms by Global Steel Products\n               Corporation Spectra 21 or equal. Baked enamel color to be Glogard\n               #2103 Almond.\n\nToilet Rooms\n------------\n\n         a)    Standard accessories for toilet paper, trash, seat covers,\n               feminine napkins, soap, mirrors, etc. by Bobrick or equal for all\n               restrooms. Recessed and semi-recessed.\n         b)    Plastic laminate lavatory top with self-rimming porcelain sink\n               (s) - Nevamar MR-7-1T.\n         c)    Vision quality mirrors above lavatories, full width and height to\n               ceiling, one mirror per toilet room.\n\nCabinets\n--------\n\n         a)    All restrooms to have lavatory counters\/splashes with angle\n               supports and laminated plastic finish.\n         b)    Plastic laminate finish options:\n                    a.   Nevamar. Spa White, Textured #S-7-48T\n                    b.   Nevamar, Smoky White, Textured #S-7-27T\n\nPaint\n-----\n         a)    All surfaces shall be painted unless noted to be finished\n               otherwise.\n         b)    A standard spec. for paint such as by Frazee or Benjamin Moore\n               shall be followed for all types of surfaces and conditions.\n\nHVAC\n----\n         a)    Rooftop package units as required for lobby\/core and restroom\n               areas. Units shall be mounted on factory supplied steel curbs, or\n               shall be mounted on curbs constructed per structural engineer's\n               recommendation, and a full sheet metal cap. All sides of curbs\n               shall be provided with fiber cant strips prior to roofing or re-\n               roofing.\n\n                                      -5-\n\n \n         b)    Thermostats set points 55(degree)F, control heating no more than\n               70(degree)F and cooling not less than 78(degree)F.\n         c)    Ceiling supply and return diffusers, perforated face in 2x4\n               ceiling grid.\n         d)    Exhaust fans provided at all restrooms and mechanical rooms,\n               controlled by timer in electrical room.\n         e)    Roof loading criteria 1,600 lbs. at first 1\/3 of truss spans. No\n               more than one unit at every other truss at each end of truss.\n\nLighting\n--------\n         a)    Double switch per Title 24, paired in double gang box, white\n               plastic cover, 42\" AFF. to switch centerline. 2x4 fluorescent\n               fixture with prismatic lens. Provide parabolic lens at lobby\/core\n               fixtures.\n         b)    Exit signs to be internally illuminated, brushed stainless steel\n               face.\n\nOutlets\n-------\n         a)    Power: 15 amps 125 volt specification grade duplex receptacle\n               mounted vertically. 15\" AFF. to centerline, white plastic\n               coverplate.\n         b)    Telephone: Single gang box with mud ring and pull string, mounted\n               vertically, 15\" AFF. to centerline, coverplate by telephone\n               company. Conduit to grid.\n\nElevator (Optional)\n-------------------\n\n         a)    Two stop 2,500 lb. Capacity hydraulic passenger elevator with\n               standard finished cab, finished elevator shaft, elevator\n               equipment and necessary mechanical\/electrical devices associated\n               with the installation.\n\nFire Sprinkler \/ Protection\n---------------------------\n\n         a)    Provide standard office type system at lobby\/core areas. Semi-\n               recessed heads, chrome finish. b) Provide fire extinguishers and\n               fire extinguisher cabinets as required by fire department.\n\n                              Tenant Improvements\n                              -------------------  \nWall Framing\n------------\n\n         a)    25 gauge steel studs at 24\" o.c. with top and bottom tracks and\n               screw connections. 3-5\/8\" throughout except 6\" at some plumbing\n               walls. Provide wood studs at stairwell walls.\n         b)    Use 2 1\/2\" furring at all office area concrete exterior walls and\n               all office area columns to 6\" above finish ceiling height.\n         c)    Provide R-11 Fiberglass Batt insulation at exterior concrete\n               walls within furring space; full height in office improved areas\n               and restroom walls where indicated.\n\nCeiling\n-------\n         a)    2' x 4' suspended ceiling grid system in standard white finish by\n               Donn or equal. Include all seismic anchors, compression struts\n               and diagonal wires per code.\n         b)    2' x 4' Armstrong Minaboard Cortega White lay-in tile in 9\/16\" T-\n               bar grid.\n\nInsulation\n----------\n\n         a)    Provide R-19 fiberglass batt insulation above ceiling or at the\n               underside of roof structure directly over improved tenant office\n               areas, and as required per acoustical analysis recommendations.\n\nDrywall\n-------\n\n         a)    5\/8\" drywall throughout all interior walls and over furring at\n               office area exterior walls.\n         b)    Type \"X\" drywall all corridor walls, lunch room walls, and\n               conference room walls.\n         c)    Type \"X\" drywall at 1-hour rated roof\/ceiling at stair wells and\n               conference room, and 1-hour rated floor\/ceiling at conference\n               room.\n         d)    Use 5\/8\" greenboard at restrooms and janitor rooms.\n         e)    All drywall at lobbies to receive painted finish of one standard\n               color. Color options:\n                    a.   Benjamin Moore #960\n                    b.   Frazee #484.\n\n                                      -6-\n\n \nCarpet\n------\n\n         a)    Provide Designweave 971 Tempest Classic - direct glue down carpet\n               at standard office areas, and corridors as indicated on the\n               finish schedule. Color options:\n                    a.   836 \"Graphite\"\n                    b.   226 \"Buckwheat\"\n                    c.   236 \"Sable\"\n                    d.   968 \"Silverwing\"\n                    e.   967 \"Platinum\"\n\nVinyl Flooring &amp; Base\n---------------------\n\n         a)    Provide 12 x 12 VCT Mannington Essentials. Color options:\n                    a.   129 Putty\n                    b.   131 Oyster White\n                    c.   112 Pewter\n                    d.   122 Glacier where indicated in the finish schedule.\n                         Include carpet edge trim.\n         b)    Provide rubber stair treads at exit stair well stairs.\n         c)    Provide 2 1\/2\" Burke rubber base at all walls.  Color options:\n                    a.   \"Pearl\" 137P\n                    b.   \"Bluish White\" 168P. Provide rubber stair base at all\n                         stairs.\n\n         Note: Coordinated Office Tenant Improvement finishes to be per the\nfollowing grid:\n\n<\/pre>\n<table>\n<p>           &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212; &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;- &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<br \/>\n                      Carpet                     a, b or e                       d or e<br \/>\n           &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212; &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;- &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<br \/>\n                        VCT                        a or b                        c or d<br \/>\n           &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212; &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;- &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<br \/>\n                       Paint                         a                             b<br \/>\n           &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212; &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;- &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<br \/>\n                       Base                          a                             b<br \/>\n           &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212; &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;- &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<br \/>\n                     P. Lam.                         a                             b<br \/>\n           &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212; &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;- &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<br \/>\n<\/table>\n<p>Doors<br \/>\n&#8212;&#8211;<br \/>\n         a)    Provide solid core 1-3\/4&#8243;, 3&#8242; x 9&#8242; plastic laminate, Formica<br \/>\n               #757-58 Golden Oak &#8211; Matte finish. Timely steel frame. CC404<br \/>\n               Nickel finish.<br \/>\n         b)    Provide 20 minute rating for all corridor doors.<\/p>\n<p>Finish Hardware<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;<\/p>\n<p>         a)    Schlage &#8220;L&#8221; series dull chrome finish hardware throughout.<br \/>\n               Provide 3 ball bearing hinges, hardware stops, silencers, and<br \/>\n               concealed auto Rush bolts for pairs.<br \/>\n         b)    Provide panic hardware at all rated doors to corridors, etc.<br \/>\n         c)    Provide kick plates, push pulls and handicapped signage at<br \/>\n               restrooms.<\/p>\n<p>Cabinets<br \/>\n&#8212;&#8212;&#8211;<br \/>\n         a)    Coffee bar to have 8 lineal feet of plastic laminate faced upper<br \/>\n               and lower cabinets, flush overlay custom grade design with single<br \/>\n               stainless steel sink and garbage disposal at one location per<br \/>\n               tenant, adjacent to restrooms and \/ or building waste line.<br \/>\n         b)    Plastic laminate finish options:<br \/>\n                    a.   Nevamar, Spa White, Textured #S-7-48T<br \/>\n                    b.   Nevamar, Smoky White, Textured #S-7-27T<\/p>\n<p>Miniblinds<br \/>\n&#8212;&#8212;&#8212;-<\/p>\n<p>         a)    All exterior windows to have standard Meriak Industries PVC<br \/>\n               vertical blinds throughout.<\/p>\n<p>Paint<br \/>\n&#8212;&#8211;<\/p>\n<p>         a)    All surfaces shall be painted unless noted to be finished<br \/>\n               otherwise.<br \/>\n         b)    A standard spec. for paint such as by Frazee or Benjamin Moore<br \/>\n               shall be followed for all types of surfaces and conditions.<br \/>\n         c)    Eggshell wall paint finish at standard offices.<br \/>\n                    a.   Benjamin Moore #960<br \/>\n                    b.   Frazee #484 City Lights<br \/>\n         d)    Semi-gloss at lunch room, restrooms, storage rooms or as<br \/>\n               otherwise noted.<\/p>\n<p>                                      -7-<\/p>\n<p>HVAC<br \/>\n&#8212;-<br \/>\n         a)    Rooftop package units as required for improved areas. Units shall<br \/>\n               be mounted on factory supplied steel curbs, or shall be mounted<br \/>\n               on curbs constructed per structural engineer&#8217;s recommendation,<br \/>\n               and a full sheet metal cap. All sides of curbs shall be provided<br \/>\n               with fiber cant strips prior to roofing or re-roofing.<br \/>\n         b)    Thermostats set points 55(degree)F, control heating no more than<br \/>\n               70(degree)F and cooling not less than 78(degree)F.<br \/>\n         c)    Ceiling supply and return diffusers, perforated face in 2&#215;4<br \/>\n               ceiling grid.<br \/>\n         d)    Exhaust fans provided at all restrooms and mechanical rooms,<br \/>\n               controlled by timer in electrical room.<br \/>\n         e)    Roof loading criteria 1,600 lbs. at first 1\/3 of truss spans. No<br \/>\n               more than one unit at every other truss at each end of truss.<\/p>\n<p>Office Lighting<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;<\/p>\n<p>         a)    Double switch per Title 24, paired in double gang box, white<br \/>\n               plastic cover, 42&#8243; AFF. to switch centerline. 2&#215;4 fluorescent<br \/>\n               fixture with prismatic lens.<br \/>\n         b)    Exit signs to be internally illuminated, brushed stainless steel<br \/>\n               face.<\/p>\n<p>Electrical<br \/>\n&#8212;&#8212;&#8212;-<\/p>\n<p>         a)    Electrical switchgear and tenant panels installed as part of<br \/>\n               tenant improvements.<br \/>\n         b)    Power: 15 amps 125 volt specification grade duplex receptacle<br \/>\n               mounted vertically, 15&#8243; AFF. to centerline, white plastic<br \/>\n               coverplate.<br \/>\n         c)    Telephone: Single gang box with mud ring and pull string, mounted<br \/>\n               vertically. 15&#8243; AFF. to centerline, coverplate by telephone<br \/>\n               company. Conduit to grid.<\/p>\n<p>Fire Sprinkler\/ Protection<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<\/p>\n<p>         a)    Provide standard office type system at office areas. Semi-<br \/>\n               recessed heads, chrome finish. b) Provide fire extinguishers and<br \/>\n               fire extinguisher cabinets as required by fire department.<\/p>\n<p>Warehouse Curtains<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<\/p>\n<p>         a)    Provide separations to 10,000 SF or as required by fire<br \/>\n               department.<br \/>\n         b)    6&#8242; deep measured from underside of roof sheathing. Smoke curtains<br \/>\n               made of l\/2&#8243; gyp. board on drywall frame or corrugated sheet<br \/>\n               metal with top and bottom angle stiffener. Seal all penetrations.<\/p>\n<p>Warehouse Lighting<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<\/p>\n<p>         a)    400 w. metal halide aluminum high bay fixtures for 20 fc general<br \/>\n               warehouse lighting.<br \/>\n         b)    Exit signs to be internally illuminated, brushed stainless steel<br \/>\n               face.<\/p>\n<p>Dock Equipment<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8211;<\/p>\n<p>         a)    Recessed mechanical dock levelers (25,000 lb. capacity) as<br \/>\n               manufactured by Kelley Dock Systems or equal.<\/p>\n<p>Mechanical Screen<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<\/p>\n<p>         a)    Vertical-ribbed corrugated metal siding equipment screen (size as<br \/>\n               indicated) attached to steel angle frames, and braced to roof.<br \/>\n               Paint to match building panels.<\/p>\n<p>Concrete Slab Finishes<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<\/p>\n<p>         a)    Warehouse area slabs to be sealed with &#8220;Cementone&#8221; clear water-<br \/>\n               based concrete sealer as manufactured by L.M. Scofield Company.<br \/>\n         b)    Warehouse floor joints\/sawcuts shall be filled with Chemtron CP-<br \/>\n               2010 joint filler as manufactured by Chemtron Polymers, Inc.,<br \/>\n               Lynnwood, WA.<\/p>\n<p>                                      -8-<\/p>\n<p>                                   EXHIBIT Y<\/p>\n<p>                              [Project Site Plan]<\/p>\n<p>                              GUARANTEE OF LEASE<br \/>\n                              &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;   <\/p>\n<p>ARTICLE I.  PARTIES<\/p>\n<p>     The undersigned, KOREA DATA SYSTEMS (AMERICA), INC., a California<br \/>\ncorporation (hereinafter, &#8220;GUARANTOR&#8221;), whose address is hereinafter set forth,<br \/>\nas a material inducement to and in consideration of THE IRVINE COMPANY, a<br \/>\nDelaware corporation, (hereinafter &#8220;LANDLORD&#8221;) entering into a written lease,<br \/>\n(hereinafter, the &#8220;Lease&#8221;) with E-MACHINE, INC., a California corporation,<br \/>\n(hereinafter &#8220;TENANT&#8221;), of approximately even date herewith, for lease of that<br \/>\ncertain space located at 14350 Myford Road, Irvine, California and more<br \/>\nparticularly described in the Lease, to which this Guarantee of Lease (the<br \/>\n&#8220;Guarantee&#8221;) shall be attached and made a part, pursuant to the provisions of<br \/>\nthis Guarantee unconditionally guarantees and promises to and for the benefit of<br \/>\nLANDLORD full payment and performance of each and all of the terms, covenants<br \/>\nand conditions of the Lease by TENANT, all as more specifically set forth<br \/>\nhereinafter.<\/p>\n<p>ARTICLE II. GUARANTOR&#8217;S DUTIES<\/p>\n<p>     Section 2.1.  Guarantee of TENANT&#8217;s Performance<br \/>\n     &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;  <\/p>\n<p>     GUARANTOR hereby unconditionally guarantees to LANDLORD the full and<br \/>\ncomplete performance of each and all of the terms, covenants and conditions of<br \/>\nthe Lease as required to be performed by TENANT, including, but not limited to,<br \/>\nthe payment of all rental, property taxes, insurance premiums, and any and all<br \/>\nother charges or sums, or any portion thereof, to accrue or become due from<br \/>\nTENANT to LANDLORD pursuant to the terms of the Lease.<\/p>\n<p>     Section 2.2. TENANT&#8217;s Failure to Perform<br \/>\n     &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<\/p>\n<p>          2.2.1 Payment of Rental and Other Sums. In the event that TENANT shall<br \/>\n                &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<br \/>\nbe in Default of its obligations under the Lease to pay any rental, property<br \/>\ntaxes, insurance premiums, or any other sums or charges, or any portion thereof,<br \/>\naccrued or due pursuant to the terms of said Lease, then within fifteen (15)<br \/>\ndays following written notice to GUARANTOR by LANDLORD as herein provided,<br \/>\nGUARANTOR shall, by certified or cashier&#8217;s check, or in such other manner as<br \/>\nLANDLORD may demand, pay to LANDLORD or LANDLORD&#8217;s designated agent any and all<br \/>\nsuch amounts as may be due and owing from TENANT to LANDLORD by reason of<br \/>\nTENANT&#8217;s Default.<\/p>\n<p>          2.2.2 Other Provisions. In the event that TENANT shall be in Default<br \/>\n                &#8212;&#8212;&#8212;&#8212;&#8212;-<br \/>\nof its obligations under the Lease to perform any covenants, terms or conditions<br \/>\nof the Lease as required to be performed, other than as provided for in Section<br \/>\n2.2.1 above, then upon written notice to GUARANTOR by LANDLORD, as provided<br \/>\nherein, GUARANTOR shall commence and complete performance of such conditions,<br \/>\ncovenants and terms within fifteen (15) days after the date of LANDLORD&#8217;s notice<br \/>\nto GUARANTOR of such Default by TENANT to so perform, and in the event such<br \/>\nperformance by GUARANTOR cannot be completed within said fifteen (15) days,<br \/>\nGUARANTOR shall commence performance within said time and shall diligently<br \/>\npursue completion thereof within a reasonable time duly set forth hereinafter.<\/p>\n<p>     Section 2.3. Statements of GUARANTOR. GUARANTOR SHALL __________ LANDLORD,<br \/>\n     &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<br \/>\nprior to the execution of this Guarantee and thereafter at any time upon<br \/>\nLandlord&#8217;s request of GUARANTOR&#8217;s current tax returns and financial statements,<br \/>\ncertified true, accurate and complete by the chief financial officer of<br \/>\nGUARANTOR, including a balance sheet and profit and loss statement for the most<br \/>\nrecent prior year (collectively, the &#8220;Statements&#8221;), which Statements shall<br \/>\naccurately and completely reflect the financial condition of GUARANTOR. LANDLORD<br \/>\nagrees that it will keep the Statements confidential, except that LANDLORD shall<br \/>\nhave the right to deliver the same to any proposed purchaser or encumbrancer of<br \/>\nthe premises described in the Lease (provided that LANDLORD shall require that<br \/>\nany such proposed purchaser keep such Statements confidential, and shall request<br \/>\nthat any such encumbrancer keep such Statements confidential).  <\/p>\n<p>ARTICLE III. LANDLORD&#8217;S RIGHTS<\/p>\n<p>     Section 3.1. Enforcement<br \/>\n     &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<\/p>\n<p>     Notwithstanding the provisions of Section 2.2.1 above, LANDLORD reserves<br \/>\nthe right, in the event of any failure of TENANT to pay rental, property taxes,<br \/>\ninsurance premiums and other sums which may become due and owing pursuant to the<br \/>\nterms of the Lease, to proceed against TENANT or GUARANTOR, or both, and to<br \/>\nenforce against GUARANTOR or TENANT, or both, any and all rights that LANDLORD<br \/>\nmay have to said rental, property taxes, insurance premiums and other sums<br \/>\naccrued pursuant to the terms of the Lease, without giving prior notice to<br \/>\nTENANT or GUARANTOR, and without making demands therefor on either of them.<br \/>\nGUARANTOR understands and agrees that its liability under this Guarantee shall<br \/>\nbe primary and that, in any right of action which may accrue to LANDLORD under<br \/>\nthe Lease or this Guarantee, LANDLORD at its option may proceed against<br \/>\nGUARANTOR without having taken any action or obtained any judgment against<br \/>\nTENANT.<\/p>\n<p>     Section 3.2. GUARANTOR&#8217;s Waivers<br \/>\n     &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<\/p>\n<p>     In addition to any other waiver herein and except as otherwise specifically<br \/>\nprovided in this Guarantee, GUARANTOR hereby waives:<\/p>\n<p>          (a)  any and all notices, presentments, notice of nonpayment or<br \/>\nnonperformance;<\/p>\n<p>          (b)  all defenses by reason of any disability of TENANT;<\/p>\n<p>          (c)  any and all rights it may have now or in the future, whether<br \/>\npursuant to Section 2845 of the California Civil Code or otherwise, to require<br \/>\nor demand that LANDLORD pursue any right or remedy LANDLORD may have against<br \/>\nTENANT or any other third party;<\/p>\n<p>          (d)  until such time as all obligations of TENANT under the Lease have<br \/>\nbeen satisfied in full, any and all rights it may have for subrogation against,<br \/>\nor reimbursement from, TENANT with respect to any sums paid hereunder; and<\/p>\n<p>          (e)  any and all right to the benefit of, or to participate in, any<br \/>\nsecurity held by LANDLORD now or in the future, or to require that such security<br \/>\nbe applied by LANDLORD either (i) prior to any action against GUARANTOR<br \/>\nhereunder or (ii) as a credit or offset against sums owing hereunder.<\/p>\n<p>ARTICLE IV. ALTERATION, MODIFICATION, OR ASSIGNMENT<\/p>\n<p>     Section 4.1. Effect of Extension, Modification, or Alteration of Lease<br \/>\n     &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<\/p>\n<p>     GUARANTOR understands and agrees that notwithstanding the provisions of<br \/>\nSection 2819 of the California Civil Code, the obligations of GUARANTOR under<br \/>\nthis Guarantee shall in no way be affected by any extension, modification or<br \/>\nalteration of the Lease, including, but not limited to, TENANT entering into any<br \/>\nsublease thereunder, or TENANT&#8217;s obligations under the Lease and each of its<br \/>\nprovisions, and any such extension, modification or alteration of the Lease,<br \/>\nincluding TENANT entering into any sublease thereunder, shall in no way release<br \/>\nor discharge GUARANTOR from any obligations accruing under this Guarantee. The<br \/>\nterm &#8220;Lease&#8221; shall include all amendments, modifications, alterations and<br \/>\nextensions of the Lease.<\/p>\n<p>     Section 4.2. Assignment<br \/>\n     &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<\/p>\n<p>     GUARANTOR understands and agrees that any assignment of the Lease, or any<br \/>\nrights or obligations accruing thereunder, shall in no way affect GUARANTOR&#8217;s<br \/>\nobligations under this Guarantee.<\/p>\n<p>     Section 4.3. Delay in Enforcement<br \/>\n     &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<\/p>\n<p>     GUARANTOR understands and agrees that any failure or delay of LANDLORD to<br \/>\nenforce any of its rights under the Lease or this Guarantee shall in no way<br \/>\naffect GUARANTOR&#8217;s obligations under this Guarantee.<\/p>\n<p>ARTICLE V. TENANT&#8217;S INSOLVENCY<\/p>\n<p>     Section 5.1. Liability upon TENANT&#8217;s Insolvency<br \/>\n     &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<\/p>\n<p>     GUARANTOR understands and agrees that in the event TENANT shall become<br \/>\ninsolvent or be adjudicated bankrupt, whether by voluntary or involuntary<br \/>\npetition, or shall a petition for organization, <\/p>\n<p>                                      -2-<\/p>\n<p>arrangement, or similar relief be filed against it, or if a receiver of any part<br \/>\nof its property or assets is appointed by any court, GUARANTOR will remain<br \/>\nobligated to pay to LANDLORD the amount of all unpaid rent, property taxes,<br \/>\noperating expenses, and any other sums accrued and thereafter accruing under the<br \/>\nLease.<\/p>\n<p>     Section 5.2. Effect of Operation of Law<br \/>\n     &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<\/p>\n<p>     Any operation of any present or future debtor&#8217;s relief act or similar act<br \/>\nor law, or decision of any court, shall in no way abrogate or otherwise limit<br \/>\nthe obligation of GUARANTOR to perform any of the terms, covenants or conditions<br \/>\nof this Guarantee.<\/p>\n<p>ARTICLE VI. MISCELLANEOUS<\/p>\n<p>     Section 6.1. Notices<br \/>\n     &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<\/p>\n<p>     Any and all notices required under this Guarantee shall be made in writing,<br \/>\nand shall be personally delivered, sent by reputable courier or overnight<br \/>\ndelivery service, or mailed, first-class mail, postage prepaid, to the party who<br \/>\nis designated to receive such notice at the address set forth after their<br \/>\nrespective signatures on this Guarantee, or at such other place as may be<br \/>\ndesignated by said party upon written notice from time to time hereafter.<\/p>\n<p>     Section 6.2. Extent of Obligations<br \/>\n     &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<\/p>\n<p>     Notwithstanding anything to the contrary in this Guarantee, it is<br \/>\nunderstood and agreed that this Guarantee shall extend to any and all<br \/>\nobligations of TENANT and LANDLORD.<\/p>\n<p>     Section 6.3. Assignability<br \/>\n     &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<\/p>\n<p>     This agreement may be assigned in whole or in part by LANDLORD at any time<br \/>\nto any successor to LANDLORD&#8217;s interest in the leased premises and\/or to any<br \/>\nlender of LANDLORD.<\/p>\n<p>     Section 6.4. Successors and Assigns<br \/>\n     &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<\/p>\n<p>     The terms and provisions of this Guarantee shall be binding upon and inure<br \/>\nto the benefit of the successors and assigns of the parties hereto.<\/p>\n<p>     Section 6.5. Modification of Guarantee<br \/>\n     &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<\/p>\n<p>     This Guarantee constitutes the full and complete agreement between the<br \/>\nparties hereto, and it is understood and agreed that the provisions hereof may<br \/>\nonly be modified by a writing executed b y both parties hereto.<\/p>\n<p>     Section 6.6. Number and Gender<br \/>\n     &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<\/p>\n<p>     As used herein the singular shall include the plural, and as used herein<br \/>\nthe masculine shall include the feminine and neuter genders.<\/p>\n<p>     Section 6.7. Captions\/Headings<br \/>\n     &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<\/p>\n<p>     Any captions or headings used in this Guarantee are for reference purposes<br \/>\nonly and are in no way to be construed as part of this Guarantee.<\/p>\n<p>     Section 6.8. Invalidity<br \/>\n     &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<\/p>\n<p>     If any term, provision, covenant or condition of this Guarantee is held to<br \/>\nbe void, invalid, or unenforceable, the remainder of the provisions shall remain<br \/>\nin full force and effect and shall in no way be affected, impaired, or<br \/>\ninvalidated.<\/p>\n<p>     Section 6.9. Jurisdiction<br \/>\n     &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<\/p>\n<p>     The validity of this agreement and of any of its terms or provisions, as<br \/>\nwell as the rights and duties of the parties hereunder, shall be interpreted and<br \/>\nconstrued pursuant to and in accordance with the laws of the State of<br \/>\nCalifornia.<\/p>\n<p>                                      -3-<\/p>\n<p>     Section 6.10. Joint and Several<br \/>\n     &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<\/p>\n<p>     Should more than one party execute this instrument as GUARANTOR, then the<br \/>\nobligations of each such party shall be joint and several.<\/p>\n<p>     Section 6.11. Attorney&#8217;s Fees<br \/>\n     &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<\/p>\n<p>     In the event it becomes necessary to enforce any of the terms and<br \/>\nprovisions of this Guarantee, whether or not suit be instituted, the prevailing<br \/>\nparty shall be entitled to its reasonable costs and expenses incurred with<br \/>\nrespect thereto, including, but not limited to, reasonable attorney&#8217;s fees, and<br \/>\nsuch other costs and expenses as may be allowed by law.<\/p>\n<p>     Section 6.12.  Guarantee of Payment and Performance<br \/>\n     &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<\/p>\n<p>     It is understood and agreed that this Guarantee is unconditional and<br \/>\ncontinuing, and a guarantee of payment and performance and not of collection.<\/p>\n<p>ARTICLE VII. EXECUTION<\/p>\n<p>     IN WITNESS WHEREOF, the undersigned have executed this Guarantee and made<br \/>\nit effective this 24th day of November, 1998.<\/p>\n<p>                                        KOREA DATA SYSTEMS (AMERICA), INC.,<br \/>\n                                        a California corporation<\/p>\n<p>                                        By: \/s\/ John Hui<br \/>\n                                           _____________________________<br \/>\n                                        Name: John Hui<br \/>\n                                             ____________________________<br \/>\n                                        Title: CEO<br \/>\n                                              ___________________________<br \/>\n                                        Address: 12360 Edison Way<br \/>\n                                                 Garden Grove, CA 92891<br \/>\n                                                _________________________<\/p>\n<p>                                        By: \/s\/ Ben Wong<br \/>\n                                           ______________________________<br \/>\n                                        Name: Ben Wong<br \/>\n                                             ____________________________<br \/>\n                                        Title: Secretary<br \/>\n                                              ___________________________<br \/>\n                                        Address: 12360 Edison Way<br \/>\n                                                 Garden Grove, CA 92891<br \/>\n                                                _________________________<\/p>\n<p>                                      -4-<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7918],"corporate_contracts_industries":[9487],"corporate_contracts_types":[9583,9579],"class_list":["post-41925","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-irvine-co","corporate_contracts_industries-real__developers","corporate_contracts_types-land__ca","corporate_contracts_types-land"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41925","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=41925"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41925"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41925"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41925"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}