LEASE

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                                                                   EXHIBIT 10.26

                                      LEASE

      THIS LEASE (the "Lease") is executed this _____ day of
_______________________, 2007, by and between FirstCal Industrial 2 Acquisition,
LLC, a Delaware limited liability company ("Landlord"), and Universal
Electronics Inc., a Delaware corporation ("Tenant").

                          ARTICLE 1 - LEASE OF PREMISES

      Section 1.01. Basic Lease Provisions and Definitions.

      (a)    Leased Premises (shown in EXHIBIT A hereto): 1864 Enterprise
Parkway, Twinsburg, Ohio (the "Building").

      (b)    Rentable Area: approximately 21,509 square feet.

      (c)    Tenant's Proportionate Share: 32.54%.

      (d)    Minimum Annual Rent:

            Year 1                     $107,554.96
            Year 2                     $112,922.28
            Year 3                     $118,299.48
            Year 4                     $123,676.80

      (e)    Monthly Rental Installments:

            Months    1 - 12            $ 8,962.08
            Months    13 - 24           $ 9,410.19
            Months    25 - 36           $ 9,858.29
            Months    37 - 48           $10,306.40

      (f)    Intentionally Omitted

      (g)    Target Commencement Date: March 1, 2007.

      (h)    Lease Term: four (4) years.

      (i)    Security Deposit: $8,962.08, of which $3,138.96 is currently held by
            Landlord and $5,823.12 ("Additional Security Deposit") due from
            Tenant.

       (j)    Broker(s): Grubb and Ellis representing Landlord.

      (k)    Permitted Use: General office and related purposes, together with a
call center including product storage, servicing and fulfillment.

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      (l)    Address for notices and payments are as follows:

            Landlord:             First Industrial Realty Trust, Inc.
                                 4742 Creek Road
                                 Cincinnati, OH 45242
            With
            Payments to:          FirstCal Industrial 2 Acquisition, LLC
                                 PO Box 809137
                                 Chicago, IL 60680

            Tenant:               Universal Electronics Inc.
                                 1864 Enterprise Parkway
                                  Twinsburg, OH 44087

            With a copy to:       Universal Electronics Inc.
                                 8190 Carrington Place
                                 Bainbridge Township, OH   44023
                                 ATTN:   Sr. Vice President and General Counsel

    EXHIBITS
    Exhibit A - Leased Premises
    Exhibit A-1 - The Downsize Portion
    Exhibit A-2 - Leased Premises After The Downsize Date
    Exhibit B - Tenant Improvements
    Exhibit B-1 - Construction Drawing
    Exhibit C - Letter of Understanding
    Exhibit D - Intentionally Omitted
    Exhibit E - Rules and Regulations
    Exhibit F - Tenant Operations Inquiry Form
    Lease Addendum A - Downsize Option
    Lease Addendum B - Renewal Option

       Section 1.02. Lease of Premises. Landlord hereby leases to Tenant and
Tenant hereby leases from Landlord the Leased Premises, under the terms and
conditions herein, together with a non-exclusive right, in common with others,
to use the following (collectively, the "Common Areas"): the areas of the
Building and the underlying land and improvements thereto that are designed for
use in common by all tenants of the Building and their respective employees,
agents, customers, invitees and others.

                          ARTICLE 2 - TERM AND POSSESSION

Section 2.01. Term. The Lease Term shall commence as of the date (the
"Commencement Date") that Substantial Completion (as defined in EXHIBIT B
hereto) of the Tenant Improvements (as defined in Section 2.02 below) occurs.

      Section 2.02. Construction of Tenant Improvements. Landlord shall
construct and install all leasehold improvements to the Leased Premises
(collectively, the "Tenant Improvements") in accordance with EXHIBIT B attached
hereto and made a part hereof.

      Section 2.03. Surrender of the Premises. Upon the expiration or earlier
termination of this Lease, Tenant shall, at its sole cost and expense,
immediately (a) surrender the Leased Premises to Landlord in

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broom-clean condition and in good order, condition and repair, (b) remove from
the Leased Premises (i) Tenant's Property (as defined in Section 8.01 below),
and (ii) any alterations required to be removed pursuant to Section 7.03 below,
and (c) repair any damage caused by any such removal and restore the Leased
Premises to the condition existing upon the Commencement Date, reasonable wear
and tear excepted. All of Tenant's Property that is not removed within ten (10)
days following Landlord's written demand therefor shall be conclusively deemed
to have been abandoned and Landlord shall be entitled to dispose of such
property at Tenant's cost without incurring any liability to Tenant. This
Section 2.03 shall survive the expiration or any earlier termination of this
Lease.

      Section 2.04. Holding Over. If Tenant retains possession of the Leased
Premises after the expiration or earlier termination of this Lease, Tenant shall
be a tenant at sufferance at one hundred fifty percent (150%) of the Monthly
Rental Installments for the Leased Premises in effect upon the date of such
expiration or earlier termination, and otherwise upon the terms, covenants and
conditions herein specified, so far as applicable. Acceptance by Landlord of
rent after such expiration or earlier termination shall not result in a renewal
of this Lease, nor shall such acceptance create a month-to-month tenancy. In the
event a month-to-month tenancy is created by operation of law, either party
shall have the right to terminate such month-to-month tenancy upon thirty (30)
days' prior written notice to the other, whether or not said notice is given on
the rent paying date. This Section 2.04 shall in no way constitute a consent by
Landlord to any holding over by Tenant upon the expiration or earlier
termination of this Lease, nor limit Landlord's remedies in such event.

                                ARTICLE 3 - RENT

      Section 3.01. Base Rent. Tenant shall pay to Landlord the Minimum Annual
Rent in the Monthly Rental Installments in advance, without demand, deduction or
offset, or the Commencement Date and on or before the first day of each and
every calendar month thereafter during the Lease Term. The Monthly Rental
Installments for partial calendar months shall be prorated. Tenant shall be
responsible for delivering the Monthly Rental Installments to the payment
address set forth in Section 1.01(l) above in accordance with this Section 3.01.

      Section 3.02. Annual Rental Adjustment Definitions.

      (a) "Annual Rental Adjustment" shall mean the amount of Tenant's
Proportionate Share of Operating Expenses for a particular calendar year.

      (b) "Operating Expenses" shall mean the amount of all of Landlord's costs
and expenses paid or incurred in operating, repairing, replacing and maintaining
the Building and the Common Areas in good condition and repair for a particular
calendar year, including by way of illustration and not limitation, the
following: all Real Estate Taxes (as hereinafter defined), insurance premiums
and deductibles; water, sewer, electrical and other utility charges other than
the separately billed electrical and other charges paid by Tenant as provided in
this Lease (or other tenants in the Building); painting; stormwater discharge
fees; tools and supplies; repair costs; landscape maintenance costs; access
patrols; license, permit and inspection fees; management fees; administrative
fees; supplies, costs, wages and related employee benefits payable for the
management, maintenance and operation of the Building; maintenance, repair and
replacement of the driveways, parking areas, curbs and sidewalk areas (including
snow and ice removal), landscaped areas, drainage strips, sewer lines, exterior
walls, foundation, structural frame, roof, gutters and lighting; and maintenance
and repair costs, dues, fees and assessments incurred under any covenants or
charged by any owners association. The cost of any Operating Expenses that are
capital in nature shall be amortized over the useful life of the improvement (as
reasonably determined by Landlord), and only the amortized portion shall be
included in Operating Expenses.

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Operating Costs shall not include the following: (i) tenant improvements,
leasing commissions, and advertising and marketing costs for leasing of space,
(ii) depreciation, and principal and interest on mortgages or other debt, (iii)
legal expenses incurred in enforcing the terms of any other lease; (iv) interest
or amortization payments of any Mortgage; (v) any costs, fines, or penalties
incurred due to violations by Landlord of any applicable governmental rule,
regulation, code or law; (vi) costs attributable to repairing items that are
recovered by Landlord through enforcement of warranties; and (vii) any cost or
expense of any nature whatsoever, other than Operating Expenses, which Landlord
shall incur in connection with the management, operation, or maintenance of the
Building or Common Areas which is specifically reimbursed to Landlord from any
source, or charged directly to the tenant on whose behalf it was incurred
(whether or not the same shall finally be paid by such tenant), or for which
Landlord is otherwise compensated or recoups such expense by way of setoff,
reductions or recovery allowed, or otherwise.

      (c) "Tenant's Proportionate Share of Operating Expenses" shall mean an
amount equal to the product of Tenant's Proportionate Share times the Operating
Expenses.

      (d) "Real Estate Taxes" shall mean any form of real estate tax or
assessment or service payments in lieu thereof, and any license fee, commercial
rental tax, improvement bond or other similar charge or tax (other than
inheritance, personal income or estate taxes) imposed upon the Building or
Common Areas, or against Landlord's business of leasing the Building, by any
authority having the power to so charge or tax, together with costs and expenses
of contesting the validity or amount of the Real Estate Taxes.

      Section 3.03. Payment of Additional Rent.

      (a) Any amount required to be paid by Tenant hereunder (in addition to
Minimum Annual Rent) and any charges or expenses incurred by Landlord on behalf
of Tenant under the terms of this Lease shall be considered "Additional Rent"
payable in the same manner and upon the same terms and conditions as the Minimum
Annual Rent reserved hereunder, except as set forth herein to the contrary. Any
failure on the part of Tenant to pay such Additional Rent when and as the same
shall become due shall entitle Landlord to the remedies available to it for
non-payment of Minimum Annual Rent.

      (b) In addition to the Minimum Annual Rent specified in this Lease,
commencing as of the Commencement Date, Tenant shall pay to Landlord as
Additional Rent for the Leased Premises, in each calendar year or partial
calendar year during the Lease Term, an amount equal to the Annual Rental
Adjustment for such calendar year. Landlord shall estimate the Annual Rental
Adjustment annually, and written notice thereof shall be given to Tenant prior
to the beginning of each calendar year. Tenant shall pay to Landlord each month,
at the same time the Monthly Rental Installment is due, an amount equal to
one-twelfth (1/12) of the estimated Annual Rental Adjustment to the payment
address set forth in Section 1.01(l) above in accordance with this Section 3.03.
If Operating Expenses increase during a calendar year, Landlord may increase the
estimated Annual Rental Adjustment during such year by giving Tenant thirty (30)
days written notice to that effect, together with documentation prepared by
Landlord in the ordinary course of its business in support of such increase, and
thereafter Tenant shall pay to Landlord, in each of the remaining months of such
year, an amount equal to the amount of such increase in the estimated Annual
Rental Adjustment divided by the number of months remaining in such year. Within
a reasonable time after the end of each calendar year, Landlord shall prepare
and deliver to Tenant a statement showing the actual Annual Rental Adjustment,
together with documentation prepared by Landlord in the ordinary course of its
business in support of such costs. Within thirty (30) days after receipt of the
aforementioned statement, Tenant shall pay to Landlord, or Landlord shall credit
against the next rent payment or payments due from Tenant (or reimburse Tenant
if for the last year of the Lease

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Term), as the case may be, the difference between the actual Annual Rental
Adjustment for the preceding calendar year and the estimated amount paid by
Tenant during such year. As soon as is reasonably practical after each calendar
year during the Lease Term (each such year, an "OPERATING YEAR"), Landlord shall
provide Tenant with a statement (a "STATEMENT") setting forth the actual
ultimate Annual Rental Adjustment for the subject Operating Year. If Tenant
disputes the amount set forth in a given Statement, Tenant shall have the right,
at Tenant's sole expense, to cause Landlord's books and records with respect to
the particular Operating Year that is the subject of that particular Statement
to be audited (the "AUDIT") by a certified public accountant or firm of
certified public accountants mutually acceptable to Landlord and Tenant (the
"ACCOUNTANT"), provided Tenant (i) has not defaulted under this Lease and failed
to cure such default on a timely basis and (ii) delivers written notice (an
"AUDIT NOTICE") to Landlord on or prior to the date that is forty-five (45) days
after Landlord delivers the Statement in question to Tenant (such 30-day period,
the "RESPONSE PERIOD"). If Tenant fails to timely deliver an Audit Notice with
respect to a given Statement, then Tenant's right to undertake an Audit with
respect to that Statement and the Operating Year to which that particular
Statement relates shall automatically and irrevocably be waived and such
Statement shall be final and binding upon Tenant and shall, as between the
parties, be conclusively deemed correct. If Tenant timely delivers an Audit
Notice, Tenant must commence such Audit within thirty (30) days after the Audit
Notice is delivered to Landlord, and the Audit must be completed within thirty
(30) days of the date on which it is begun. If Tenant fails, for any reason, to
commence and complete the Audit within such periods, the Statement that Tenant
elected to Audit shall be deemed final and binding upon Tenant and shall, as
between the parties, be conclusively deemed correct. The Audit shall take place
at the offices of Landlord where its books and records are located, at a
mutually convenient time during Landlord's regular business hours. Before
conducting the Audit, Tenant must pay the full amount of the Annual Rental
Adjustment billed under the Statement then in question. Tenant hereby covenants
and agrees that the Accountant engaged by Tenant to conduct the Audit shall be
compensated on an hourly or flat-fee basis and shall not be compensated based
upon a percentage of overcharges it discovers. If an Audit is conducted in a
timely manner, such Audit shall be deemed final and binding upon Landlord and
Tenant and shall, as between the parties, be conclusively deemed correct. If the
results of the Audit reveal that the actual ultimate Annual Rental Adjustment
does not equal the aggregate amount of the Annual Rental Adjustment actually
paid by Tenant to Landlord for the Operating Year that is the subject of the
Audit, the appropriate adjustment shall be made between Landlord and Tenant, and
any payment required to be made by Landlord or Tenant to the other shall be made
within thirty (30) days after the Accountant's determination. In no event shall
this Lease be terminable nor shall Landlord be liable for damages based upon any
disagreement regarding an adjustment of the Annual Rental Adjustment. Tenant
agrees that the results of any Audit shall be kept strictly confidential by
Tenant and shall not be disclosed to any other person or entity.

      Section 3.04. Late Charges. Tenant acknowledges that Landlord shall incur
certain additional unanticipated administrative and legal costs and expenses if
Tenant fails to pay timely any payment required hereunder. Therefore, in
addition to the other remedies available to Landlord hereunder, if Tenant fails
to pay to Landlord any sum due under this Lease on a timely basis, then if such
payment is not made within the cure period provided in SECTION 13.01, then from
and after the expiration of such cure period, the delinquent payment shall bear
interest from the due date thereof to the date of payment at the "prime" rate of
interest, as reported in the Wall Street Journal (the "Prime Rate") plus six
percent (6%) per annum ("DEFAULT INTEREST RATE").

                          ARTICLE 4 - SECURITY DEPOSIT

      Upon execution and delivery of this Lease by Tenant, Tenant shall deposit
the Additional Security Deposit with Landlord as security for the performance by
Tenant of all of Tenant's obligations contained in this Lease. In the event of a
default by Tenant, Landlord may apply all or any part of the

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Security Deposit to cure all or any part of such default; provided, however,
that any such application by Landlord shall not be or be deemed to be an
election of remedies by Landlord or considered or deemed to be liquidated
damages. Tenant agrees promptly, upon demand, to deposit such additional sum
with Landlord as may be required to maintain the full amount of the Security
Deposit. All sums held by Landlord pursuant to this Article 4 shall be without
interest and may be commingled by Landlord. At the end of the Lease Term,
provided that there is then no uncured default or any repairs required to be
made by Tenant pursuant to Section 2.03 above or Section 7.03 below, Landlord
shall return the Security Deposit to Tenant.

                           ARTICLE 5 - OCCUPANCY AND USE

      Section 5.01. Use. Tenant shall use the Leased Premises for the Permitted
Use and for no other purpose without the prior written consent of Landlord.

      Section 5.02. Covenants of Tenant Regarding Use.

      (a) Tenant shall (i) use and maintain the Leased Premises and conduct its
business thereon in a safe, careful, reputable and lawful manner, (ii) comply
with all covenants that encumber the Building and all laws, rules, regulations,
orders, ordinances, directions and requirements of any governmental authority or
agency, now in force or which may hereafter be in force, including, without
limitation, those which shall impose upon Landlord or Tenant any duty with
respect to or triggered by a change in the use or occupation of, or any
improvement or alteration to, the Leased Premises, and (iii) comply with and
obey all reasonable directions, rules and regulations of Landlord, including the
Building Rules and Regulations attached hereto as EXHIBIT E and made a part
hereof, as may be modified from time to time by Landlord on reasonable notice to
Tenant.

      (b) Tenant shall not do or permit anything to be done in or about the
Leased Premises that will in any way cause a nuisance, obstruct or interfere
with the rights of other tenants or occupants of the Building or injure or annoy
them. Landlord shall not be responsible to Tenant for the non-performance by any
other tenant or occupant of the Building of any of Landlord's directions, rules
and regulations, but agrees that any enforcement thereof shall be done
uniformly. Tenant shall not overload the floors of the Leased Premises. All
damage to the floor structure or foundation of the Building due to improper
positioning or storage of items or materials shall be repaired by Landlord at
the sole expense of Tenant, who shall reimburse Landlord immediately therefor
upon demand. Tenant shall not use the Leased Premises, nor allow the Leased
Premises to be used, for any purpose or in any manner that would (i) invalidate
any policy of insurance now or hereafter carried by Landlord on the Building, or
(ii) increase the rate of premiums payable on any such insurance policy unless
Tenant reimburses Landlord for any increase in premium charged.

      Section 5.03. Landlord's Rights Regarding Use. Without limiting any of
Landlord's rights specified elsewhere in this Lease (a) Landlord shall have the
right at any time, without notice to Tenant, to control, change or otherwise
alter the Common Areas in such manner as it deems necessary or proper, and (b)
Landlord, its agents, employees and contractors and any mortgagee of the
Building shall have the right to enter any part of the Leased Premises at
reasonable times upon reasonable notice (except in the event of an emergency
where no notice shall be required provided that Landlord use reasonable efforts
under the circumstances to provide such notice to Tenant) for the purposes of
examining or inspecting the same (including, without limitation, testing to
confirm Tenant's compliance with this Lease), showing the same to prospective
purchasers, mortgagees or tenants, and making such repairs, alterations or
improvements to the Leased Premises or the Building as Landlord may deem
necessary or desirable. Landlord shall incur no liability to Tenant for such
entry, nor shall such entry constitute an eviction of

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Tenant or a termination of this Lease, or entitle Tenant to any abatement of
rent therefor. Notwithstanding the foregoing, Landlord shall not unreasonably
interfere with Tenant's use of and operation from the Leased Premises in
exercising the foregoing rights.

      Section 5.04. Tenant Operations Inquiry Form. On or prior to the date
hereof, Tenant has completed and delivered for the benefit of Landlord a "Tenant
Operations Inquiry Form" in the form attached hereto as EXHIBIT F describing the
nature of Tenant's proposed business operations at the Premises, which form is
intended to, and shall be, relied upon by Landlord. From time to time during the
Lease Term (but no more often than once in any twelve month period unless Tenant
is in default hereunder or unless Tenant assigns this Lease or subleases all or
any portion of the Leased Premises, whether or not in accordance with SECTION
11), Tenant shall provide an updated and current Tenant Operations Inquiry Form
upon Landlord's request.

                              ARTICLE 6 - UTILITIES

Tenant shall obtain in its own name and pay directly to the appropriate supplier
the cost of all utilities and services serving the Leased Premises. However, if
any services or utilities are jointly metered with other property, Landlord
shall make a reasonable determination of Tenant's proportionate share of the
cost of such utilities and services (at rates that would have been payable if
such utilities and services had been directly billed by the utilities or
services providers) and Tenant shall pay such share to Landlord within thirty
(30) days after receipt of Landlord's written statement. Landlord shall not be
liable in damages or otherwise for any failure or interruption of any utility or
other Building service and no such failure or interruption shall entitle Tenant
to terminate this Lease or withhold sums due hereunder unless due to the
negligence or intentional acts or omissions of Landlord or its employees,
contractors, or agents in which event rent shall abate for the period of time
that Tenant is unable to use or operate from the Leased Premises.
Notwithstanding the foregoing, the electrical and gas utilities are separately
metered as of the Commencement Date of this Lease.

                ARTICLE 7 - REPAIRS, MAINTENANCE AND ALTERATIONS

      Section 7.01. Repair and Maintenance of Building. Landlord shall make all
necessary repairs, replacements and maintenance to the roof, sprinkler systems,
exterior walls, foundation, structural frame of the Building and the parking and
landscaped areas and other Common Areas. The cost of such repairs, replacements
and maintenance shall be included in Operating Expenses to the extent provided
in Section 3.02; provided however, to the extent any such repairs, replacements
or maintenance are required because of the negligence, misuse or default of
Tenant, its employees, agents, contractors, customers or invitees, Landlord
shall make such repairs at Tenant's sole expense, subject to the terms and
conditions of Section 8.06.

      Section 7.02. Repair and Maintenance of Leased Premises. Tenant shall, at
its own cost and expense, maintain the Leased Premises in good condition,
regularly servicing and promptly making all repairs and replacements thereto,
including but not limited to the electrical systems, heating and air
conditioning systems, plate glass, floors, windows and doors, and plumbing
systems which service the Leased Premises. Tenant shall obtain a preventive
maintenance contract on the heating, ventilating and air-conditioning systems
which service the Leased Premises and provide Landlord with a copy thereof. The
preventive maintenance contract shall meet or exceed Landlord's standard
maintenance criteria, and shall provide for the inspection and maintenance of
the heating, ventilating and air conditioning system on at least a semi-annual
basis.

      Section 7.03. Alterations. Tenant shall not permit alterations in or to
the Leased Premises unless and until Landlord has approved the plans therefor in
writing. As a condition of such approval, Landlord

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may require Tenant to remove the alterations and restore the Leased Premises
upon termination of this Lease; otherwise, all such alterations shall at
Landlord's option become a part of the realty and the property of Landlord, and
shall not be removed by Tenant. Tenant shall ensure that all alterations shall
be made in accordance with all applicable laws, regulations and building codes,
in a good and workmanlike manner and of quality equal to or better than the
original construction of the Building. No person shall be entitled to any lien
derived through or under Tenant for any labor or material furnished to the
Leased Premises, and nothing in this Lease shall be construed to constitute
Landlord's consent to the creation of any lien. If any lien is filed against the
Leased Premises for work claimed to have been done for or material claimed to
have been furnished to Tenant (other than work performed by or at the direction
of Landlord), Tenant shall cause such lien to be discharged of record within
thirty (30) days after filing. Tenant shall indemnify Landlord from all costs,
losses, expenses and attorneys' fees in connection with any construction or
alteration and any related lien.

                       ARTICLE 8 - INDEMNITY AND INSURANCE

      Section 8.01. Release. All of Tenant's trade fixtures, merchandise,
inventory and all other personal property in or about the Leased Premises, the
Building or the Common Areas, which is deemed to include the trade fixtures,
merchandise, inventory and personal property of others located in or about the
Leased Premises or Common Areas at the invitation, direction or acquiescence
(express or implied) of Tenant (all of which property shall be referred to
herein, collectively, as "Tenant's Property"), shall be and remain at Tenant's
sole risk. Landlord shall not be liable to Tenant or to any other person for,
and Tenant hereby releases Landlord from (a) any and all liability for theft or
damage to Tenant's Property, and (b) any and all liability for any injury to
Tenant or its employees, agents, contractors, guests and invitees in or about
the Leased Premises, the Building or the Common Areas, except to the extent of
personal injury (but not property loss or damage) caused directly by the
negligence or willful misconduct of Landlord, its agents, employees or
contractors. Nothing contained in this Section 8.01 shall limit (or be deemed to
limit) the waivers contained in Section 8.06 below. In the event of any conflict
between the provisions of Section 8.06 below and this Section 8.01, the
provisions of Section 8.06 shall prevail. This Section 8.01 shall survive the
expiration or earlier termination of this Lease.

      Section 8.02. Indemnification by Tenant. Tenant shall protect, defend,
indemnify and hold Landlord, its agents, employees and contractors harmless from
and against any and all claims, damages, demands, penalties, costs, liabilities,
losses, and expenses (including reasonable attorneys' fees and expenses at the
trial and appellate levels) to the extent (a) arising out of or relating to any
act, omission, negligence, or willful misconduct of Tenant or Tenant's agents,
employees, contractors, customers, or invitees in or about the Leased Premises,
the Building or the Common Areas, (b) arising out of or relating to any of
Tenant's Property, or (c) arising out of any other act or occurrence within the
Leased Premises, in all such cases except to the extent of personal injury (but
not property loss or damage) caused directly by the negligence or willful
misconduct of Landlord, its agents, employees or contractors. Nothing contained
in this Section 8.02 shall limit (or be deemed to limit) the waivers contained
in Section 8.06 below. In the event of any conflict between the provisions of
Section 8.06 below and this Section 8.02, the provisions of Section 8.06 shall
prevail. This Section 8.02 shall survive the expiration or earlier termination
of this Lease.

      Section 8.03. Indemnification by Landlord. Landlord shall protect, defend,
indemnify and hold Tenant, its agents, employees and contractors harmless from
and against any and all claims, damages, demands, penalties, costs, liabilities,
losses and expenses (including reasonable attorneys' fees and expenses at the
trial and appellate levels) to the extent arising out of or relating to any act,
omission, negligence or willful misconduct of Landlord or Landlord's agents,
employees, invitees or contractors. Nothing contained in this Section 8.03 shall
limit (or be deemed to limit) the waivers contained in Section

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8.06 below. In the event of any conflict between the provisions of Section 8.06
below and this Section 8.03, the provisions of Section 8.06 shall prevail. This
Section 8.03 shall survive the expiration or earlier termination of this Lease.

      Section 8.04. Tenant's Insurance. Tenant shall purchase, at its own
expense, and keep in force at all times during the Lease Term the policies of
insurance set forth below (collectively, "Tenant's Policies"). All Tenant's
Policies shall (a) be issued by an insurance company with a Best's rating of A
or better and otherwise reasonably acceptable to Landlord and shall be licensed
to do business in the state in which the Leased Premises is located; (b) provide
that said insurance shall not be canceled or materially modified unless 30 days'
prior written notice shall have been given to Landlord; (c) provide for
deductible amounts that are reasonably acceptable to Landlord (and its lender,
if applicable) and (d) otherwise be in such form, and include such coverages, as
Landlord may reasonably require. The Tenant's Policies described in (i) and (ii)
below shall (1) provide coverage on an occurrence basis; (2) name Landlord (and
its lender, if applicable) as additional insured; (3) provide coverage, to the
extent insurable, for the indemnity obligations of Tenant under this Lease; (4)
contain a separation of insured parties provision; (5) be primary, not
contributing with, and not in excess of, coverage that Landlord may carry; and
(6) provide coverage with no exclusion for a pollution incident arising from a
hostile fire. All certificates of insurance for Tenant's Policies shall be
delivered to Landlord prior to the Commencement Date and renewals thereof shall
be delivered to Landlord's corporate and regional notice addresses at least 30
days after renewal of any such Tenant's Policy. In the event that Tenant fails,
at any time or from time to time, to comply with the requirements of the
preceding sentence and such failure continues for 5 business days after notice
from Landlord to Tenant, Landlord may order such insurance and charge the cost
thereof to Tenant, which amount shall be payable by Tenant to Landlord upon
demand, as Additional Rent. Tenant shall give prompt notice to Landlord of any
bodily injury, death, personal injury, advertising injury or property damage
occurring in and about the Property.

      Tenant shall purchase and maintain, throughout the Term, a Tenant's
Policy(ies) of: (i) commercial general or excess liability insurance, including
personal injury and property damage, in the amount of not less than
$2,000,000.00 per occurrence, and $5,000,000.00 annual general aggregate, per
location, (ii) comprehensive automobile liability insurance covering Tenant
against any personal injuries or deaths of persons and property damage based
upon or arising out of the ownership, use, occupancy or maintenance of a motor
vehicle at the Premises and all areas appurtenant thereto in the amount of not
less than $1,000,000, combined single limit; (iii) commercial property insurance
(including reasonable business interruption limits) covering Tenant's Property
(at its full replacement cost); (iv) workers' compensation insurance per the
applicable statutes covering all employees of Tenant; and if Tenant handles,
stores or utilizes Hazardous Substances in its business operations, (v)
pollution legal liability insurance.

      Section 8.05. Landlord's Insurance. During the Lease Term, Landlord shall
maintain the following types of insurance, in the amounts specified below (the
cost of which shall be included in Operating Expenses):

      (a) a commercial property insurance policy covering the Building (at its
full replacement cost), but excluding Tenant's personal property; (b) commercial
general public liability insurance covering Landlord for claims arising out of
liability for bodily injury, death, personal injury, advertising injury and
property damage occurring in and about the Building and otherwise resulting from
any acts and operations of Landlord, its agents and employees; and (c) any other
insurance coverage which is reasonable for similarly situated properties. All of
the coverages described in (a) through (d) shall be determined from time to time
by Landlord, in its sole discretion. All insurance maintained by Landlord shall
be in addition to and not in lieu of the insurance required to be maintained by
the Tenant.

                                      -9-
<PAGE>

      Section 8.06. Waiver of Subrogation. Notwithstanding anything to the
contrary in this Lease, Landlord and Tenant mutually waive their respective
rights of recovery against each other and each other's officers, directors,
constituent partners, members, agents and employees, and Tenant further waives
such rights against (a) each lessor under any ground or underlying lease
encumbering the Building and (b) each lender under any mortgage or deed of trust
or other lien encumbering the Building (or any portion thereof or interest
therein), to the extent any loss is insured against or required to be insured
against under this Lease, including, but not limited to, losses, deductibles or
self-insured retentions covered by Landlord's or Tenant's commercial property,
general liability, automobile liability or workers' compensation policies
described above, This provision is intended to waive, fully and for the benefit
of each party to this Lease, any and all rights and claims that might give rise
to a right of subrogation by any insurance carrier. Each party shall cause its
respective insurance policy(ies) to be endorsed to evidence compliance with such
waiver.

                              ARTICLE 9 - CASUALTY

      In the event of total or partial destruction of the Building or the Leased
Premises by fire or other casualty, Landlord agrees promptly to restore and
repair same; provided, however, Landlord's obligation hereunder with respect to
the Leased Premises shall be limited to the reconstruction of such of the
leasehold improvements as were originally required to be made by Landlord
pursuant to Section 2.02 above, if any. Rent shall proportionately abate during
the time that the Leased Premises or part thereof are unusable because of any
such damage. Notwithstanding the foregoing, if the Leased Premises, Building or
Common Areas are (a) so destroyed that they cannot be repaired or rebuilt within
one hundred eighty (180) days from the casualty date; or (b) destroyed by a
casualty that is not covered by the insurance required hereunder or, if covered,
such insurance proceeds are not released by any mortgagee entitled thereto or
are insufficient to rebuild the Building and the Leased Premises; then, Landlord
shall so notify Tenant within thirty (30) days after the occurrence of the
casualty and, in case of a clause (a) casualty, either Landlord or Tenant may,
or, in the case of a clause (b) casualty, then Landlord may, upon thirty (30)
days' written notice to the other party, terminate this Lease with respect to
matters thereafter accruing. Tenant waives any right under applicable laws
inconsistent with the terms of this paragraph.

                           ARTICLE 10 - EMINENT DOMAIN

      If all or any substantial part of the Building or Common Areas shall be
acquired by the exercise of eminent domain, Landlord may terminate this Lease by
giving written notice to Tenant on or before the date possession thereof is so
taken. If all or any part of the Leased Premises, Building or Common Areas shall
be acquired by the exercise of eminent domain so that the Leased Premises shall
become impractical for Tenant to use for the Permitted Use, Tenant may terminate
this Lease by giving written notice to Landlord as of the date possession
thereof is so taken. All damages awarded shall belong to Landlord; provided,
however, that Tenant may claim dislocation damages if such amount is not
subtracted from Landlord's award.

                      ARTICLE 11 - ASSIGNMENT AND SUBLEASE

      Section 11.01. Assignment and Sublease.

      (a) Tenant shall not assign this Lease or sublet the Leased Premises in
whole or in part without Landlord's prior written consent. In the event of any
permitted assignment or subletting, Tenant shall remain primarily liable
hereunder, and any extension, expansion, rights of first offer, rights of first
refusal or other options gra