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Exhibit 10.38

MISSION PARK

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by and between

KOLL/INTEREAL BAY AREA,
a California general partnership

(“Landlord”)

and

BROOKS AUTOMATION, INC.,
a Delaware corporation

(“Tenant”)

For the 12,342 SF Premises at
4051 Burton Drive, Santa Clara, CA 95054

LEASE SUMMARY

     (This Lease Summary is for information only and is not part of the Lease. The Lease will control in case of any conflicts or inconsistencies.)

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Table of Contents

TABLE OF EXHIBITS

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      1. PARTIES. This Lease (“Lease”), dated for reference purposes only August 8, 2008, is entered into by and between KOLL/INTEREAL BAY AREA, a California general partnership (“Landlord”), whose address is c/o Pacific Realty Associates, L.P., 2000 Wyatt Drive, Suite 7, Santa Clara, California 95054 and BROOKS AUTOMATION, INC., a Delaware corporation (“Tenant”), whose address is 15 Elizabeth Drive, Chelmsford, MA 01824.

      2. PREMISES. Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the premises, consisting of approximately twelve thousand three hundred forty-two (12,342) square feet, shown in EXHIBIT A (“Premises”), in the building commonly known as 4001 - 4051 Burton Drive (“Building”), as further defined in Paragraph 3.B., in the City of Santa Clara (“City”), County of Santa Clara (“County”), California, together with a right in common with other tenants of the Project to use the Outside Area, as defined in Paragraph 3.I. The Premises are commonly known as 4051 Burton Drive, Santa Clara, California.

      3. DEFINITIONS. The following terms shall have the following meanings in this Lease:

           A.  Alterations . Any alterations, additions or improvements made in, on or about the Building or the Premises after the making of the Tenant Improvements, including, but not limited to, lighting, heating, ventilating, air conditioning, electrical, partitioning, drapery and carpentry installations. Alterations shall not include the Tenant Improvements.

           B.  Building . The building described in Paragraph 2 consisting of approximately twenty-eight thousand eight hundred thirty-seven (28,837) square feet.

           C.  CC&Rs . Those certain covenants, conditions and restrictions recorded in Book E671, Page 414, Official Records of Santa Clara County, on July 26, 1979, as amended.

           D.  Commencement Date . Commencement Date shall have the definition given it in Paragraph 4.A.(i).

           E.  HVAC . Heating, ventilating and air conditioning.

           F.  Interest Rate . Twelve percent (12%) per annum, however, in no event to exceed the maximum rate of interest permitted by law.

           G.  Landlord’s Agents . Landlord’s authorized agents, partners, subsidiaries, directors, officers, and employees.

           H.  Monthly Rent . The rent payable pursuant to Paragraph 5.A., as adjusted from time to time pursuant to the terms of this Lease.

           I.  Outside Area . All areas and facilities within the Project, exclusive of the interior of the Building, provided and designated by Landlord for the general use and convenience of Tenant and other tenants and occupants of the Project, including perimeter roads, sidewalks, landscaped areas, service areas, and trash disposal facilities, subject to the reasonable rules and regulations and changes therein from time to time promulgated by Landlord governing the use of the Outside Area.

           J.  Project . The real property shown on EXHIBIT B within which is located the Building. Landlord reserves the right to construct additional buildings within the Project, in which event the area of such buildings shall be added to the area of the existing buildings to determine the total building area of the Project. Landlord further reserves the right to incorporate into the Project any real property adjacent to the Project and on which one or more buildings have been constructed.

           K.  Real Property Taxes . Any form of assessment, license, fee, rent tax, levy, penalty (if a result of Tenant’s delinquency), or tax (other than net income, estate, succession, inheritance transfer or franchise taxes), imposed by any authority having the direct or indirect power to tax, or by any city, county, state or federal government or any improvement or other district or division thereof, whether such tax is: (i) determined by the area of the Project or any part thereof or the rent and other sums payable hereunder by Tenant or by other tenants, including, but not limited to, any gross income or excise tax levied by any of the foregoing authorities with respect to receipt of such rent or other sums due under this Lease; (ii) imposed upon any legal or equitable interest of Landlord in the Project or the Premises or any part thereof; (iii) imposed upon this transaction or any document to which Tenant is a party creating or transferring any interest in the Project; (iv) levied or assessed in lieu of, in substitution for, or in addition to, existing or additional taxes against the Project whether or not now customary or within the contemplation of the parties; (v) imposed as a special assessment for such purposes as fire protection, street, sidewalk, road, utility construction and maintenance, refuse removal and for other governmental services; or (vi) imposed as a result of any transfer of any interest in the Project by Landlord, or the construction of any improvements thereon or thereto.

           L.  Rent . Monthly Rent plus the Additional Rent defined in Paragraph 5.B.

           M.  Security Deposit . That amount paid by Tenant pursuant to Paragraph 7.

           N.  Sublet . Any transfer, sublet, assignment, license or concession agreement, or change of ownership of this Lease or the Tenant’s interest in the Lease or in and to all or a portion of the Premises.

           O.  Subrent . Any consideration of any kind received, or to be received, by Tenant from a subtenant if such sums are related to Tenant’s interest in this Lease or in the Premises.

           P.  Subtenant . The person or entity with whom a Sublet agreement is proposed to be or is made.

           Q.  Tenant Improvements . The improvements to the Premises to be constructed by Tenant pursuant to EXHIBIT C.

           R.  Tenant Improvement Allowance . The cost allowance provided by Landlord for the construction of the Tenant Improvements as further described in EXHIBIT C .

           S.  Tenant’s Percentage . The percentage of the area of the Premises to the area of the Building. Tenant’s Percentage is agreed to be forty-two and eighty one-hundredths percent (42.80%) for the purpose of this Lease, until such time as additional buildings are made a part of the Project and such percentage is adjusted.

           T.  Tenant’s Personal Property . Tenant’s trade fixtures, furniture, equipment and other personal property in the Premises.

           U.  Term . The term of this Lease set forth in Paragraph 4.A., as it may be extended by written agreement between Landlord and Tenant.

      4. LEASE TERM.

           A.  Term .

               (i)  Term; Commencement Date . The Term of this Lease shall commence on the Commencement Date (hereafter defined in this Paragraph 4.A.(i)), and shall expire on the last day of the calendar month which is sixty-two (62) months after the Commencement Date, unless sooner terminated, subject to extension as provided in Paragraph 4.C. below. The term “Commencement Date” shall mean the earlier of the following dates: (a) the date on which Landlord completes the Electrical Upgrade Work (hereafter defined in Paragraph 10), or (b) October 1, 2008, provided, however, that such October 1, 2008 date shall be subject to being extended one day for every day of delay in the completion of the Electrical Upgrade Work beyond October 1, 2008.

               (ii)  Commencement Date Memorandum . When the actual Commencement Date is determined, the parties shall execute a Commencement Date Memorandum setting forth such date in the form shown in EXHIBIT D .

           B.  Intentionally Omitted .

           C.  Option to Extend Term .

               (i)  Option . Provided that Tenant is not in default under this Lease at the time of exercise of its Extension Option (hereafter defined in this Paragraph 4.C.(i)) and at commencement of the Extension Term (hereafter defined in this Paragraph 4.C.(i)), Tenant shall have the option (the “Extension Option”) to extend the initial sixty-two (62) month term of this Lease (the “Initial Term”) for one (1) period of sixty (60) consecutive months (the “Extension Term”), commencing at the expiration of the Initial Term. If Tenant exercises the Extension Option, Tenant shall give unconditional written notice (the “Exercise Notice”) of its exercise to Landlord not earlier than two hundred seventy (270) days and not later than one hundred eighty

(180) days prior to the expiration of the Initial Term. Tenant’s failure to give the Exercise Notice in a timely manner shall be deemed a waiver of Tenant’s Extension Option. The terms, covenants and conditions applicable to the Extension Term shall be the same terms, covenants and conditions of this Lease applicable during the Initial Term, except that: (a) Tenant shall not be entitled to any further option(s) to extend the Term of this Lease beyond the Extension Term; and (b) the Monthly Rent for the Premises shall be the greater of (i) the Fair Market Rental Value (hereafter defined in Paragraph 4.C.(ii)) of the Premises, or (ii) the highest Monthly Rent payable by the Tenant during the Initial Term.

               (ii)  Definition of Fair Market Rental Value . For purposes of this Paragraph 4.C., “Fair Market Rental Value” of the Premises shall be the rental rate at which tenants lease comparable space to the Premises as of the commencement of the Extension Term. For this purpose, “comparable space” shall be space that is: (a) not subleased; (b) not subject to another tenant’s expansion rights; (c) comparable in age, size, location, and quality to the Premises; (d) leased for a term comparable to the Extension Term; and (e) located in a building comparable to the Building. In determining the rental rate of comparable space, the parties shall take into consideration periodic rent escalations and also take into consideration the following concessions: (a) rental abatement concessions, if any, being granted to tenants in connection with the comparable space; and (b) tenant improvements or allowances provided or to be provided for the comparable space, taking into account the value of the existing improvements in the Premises, based on the age, quality, and layout of the improvements. Notwithstanding anything to the contrary herein, the Fair Market Rental Value of the Premises as determined pursuant to this Paragraph 4.C. shall include annual escalations during the Extension Term.

               (iii)  Agreement Regarding Fair Market Rental Value . Landlord and Tenant shall have thirty (30) days after Landlord receives the Exercise Notice in which to attempt in good faith to agree on the Fair Market Rental Value of the Premises for the Extension Term. If Landlord and Tenant agree on the Fair Market Rental Value of the Premises for the Extension Term during such thirty (30)-day period, they shall immediately execute an amendment to this Lease stating the Monthly Rent for the Extension Term.

               (iv)  Failure of Agreement on Fair Market Rental Value- Arbitration . If Landlord and Tenant are unable to agree on the Monthly Rent for the Extension Term within the thirty (30)-day period described in Paragraph 4.C.(iii) above, then within ten (10) days after the expiration of said thirty (30)-day period, either Landlord or Tenant may refer the matter to arbitration as provided for in this Paragraph 4.C.(iv). The determination of the arbitrator(s) shall be limited to the sole issue of whether Landlord’s or Tenant’s submitted Fair Market Rental Value is the closest to the actual Fair Market Rental Value as determined by the arbitrator(s). The arbitrator(s) must be a licensed real estate broker(s) who has/have been active in the leasing of commercial properties in the Santa Clara, California area over the five (5) year period ending on the date of his/her/their appointment as arbitrator(s). Within thirty (30) days after the date either Landlord or Tenant has referred to arbitration the determination of Fair Market Rental Value of the Premises (the “Arbitration Referral Date”), Landlord and Tenant shall each (a) appoint one arbitrator and notify the other party of the arbitrator’s name and business address, and (b) notify the other party of their determination of Fair Market Rental Value. Each of Landlord’s and Tenant’s determination of Fair Market Rental Value shall include annual escalations during the Extension Term. If each party timely appoints an arbitrator, the two (2) arbitrators shall, within

fifteen (15) days after the appointment of the second arbitrator, agree on and appoint a third arbitrator (who shall be qualified under the same criteria set forth above for qualification of the initial two (2) arbitrators) and provide notice to Landlord and Tenant of the arbitrator’s name and business address. Within thirty (30) days after the appointment of the third arbitrator, the three (3) arbitrators shall decide whether the parties will use Landlord’s or Tenant’s submitted Fair Market Rental Value and shall notify Landlord and Tenant of their decision. The decision of the majority of the three (3) arbitrators shall be binding on Landlord and Tenant. If either Landlord or Tenant fails to appoint an arbitrator within thirty (30) days after the Arbitration Referral Date, the arbitrator timely appointed by one of them shall reach a decision and notify Landlord and Tenant of that decision within thirty (30) days after the arbitrator’s appointment. The arbitrator’s decision shall be binding on Landlord and Tenant. If each party appoints an arbitrator in a timely manner, but the two (2) arbitrators fail to agree on and appoint a third arbitrator within the required period, the arbitrators shall be dismissed without delay and the issue of Fair Market Rental Value shall be submitted to binding arbitration under the commercial arbitration rules of the American Arbitration Association; provided, however, that in the event of any inconsistency between such arbitration rules and the terms and conditions of this Paragraph 4.C.(iv), the terms and conditions of this Paragraph 4.C.(iv) shall govern. If Landlord and Tenant each fail to appoint an arbitrator in a timely manner, the matter to be decided shall be submitted without delay to binding arbitration under the commercial arbitration rules of the American Arbitration Association, subject to the provisions of this Paragraph 4.C.(iv). If only one of the parties has given notice of its determination of Fair Market Rental Value within thirty (30) days after the Arbitration Referral Date, then such determination shall be the Fair Market Rental Value for the Premises for the Extension Term. If Landlord and Tenant both fail to give notice of their determination of Fair Market Rental value within thirty (30) days after the Arbitration Referral Date, the determination of Fair Market Rental Value shall be submitted without delay to binding arbitration under the commercial arbitration rules of the American Arbitration Association, subject to the provisions of this Paragraph 4.C.(iv). The cost of the arbitration as provided for in this Paragraph 4.C.(iv) shall be paid by the losing party. After the Monthly Rent for the Extension Term has been set as provided in this Paragraph 4.C.(iv), the arbitrator(s) shall immediately notify Landlord and Tenant, and Landlord and Tenant shall immediately execute an amendment to this Lease stating the Monthly Rent for the Extension Term.

      5. RENT.

           A.  Monthly Rent . Tenant shall pay to Landlord, in lawful money of the United States, for each calendar month of the Term, net monthly rent (“Monthly Rent”) as shown below, in advance, on the first day of each calendar month, without abatement, deduction, claim, offset, prior notice or demand:

           B.  Additional Rent . Additionally, Tenant shall pay, as and with the net Monthly Rent, Tenant’s Percentage of the estimated monthly Operating Expenses, as adjusted from time to time, and as more specifically set forth in Paragraph 17.C. Tenant shall deposit with Landlord upon execution of this Lease the following amounts to be applied toward Rent due for the third (3 ^rd ) month of the Term:

All monies (except Monthly Rent) required to be paid by Tenant under this Lease, including, without limitation, Operating Expenses, shall be deemed Additional Rent.

           C.  Prorations . If the Commencement Date is not the first (1st) day of a month, or if the expiration date of this Lease is not the last day of a month, a prorated installment of Rent based on a thirty (30) day month shall be paid for the fractional month during which the Lease commences or expires.

      6. LATE PAYMENT CHARGES. Tenant acknowledges that late payment by Tenant to Landlord of Rent and other charges provided for under this Lease will cause Landlord to incur costs not contemplated by this Lease, the exact amount of such costs being extremely difficult or impracticable to fix. Therefore, if any installment of Rent or any other charge due from Tenant is not received by Landlord within five (5) days of when due, Tenant shall pay to Landlord an additional sum equal to five percent (5%) of the amount overdue as a late charge for every month or portion thereof that the Rent or other charges remain unpaid. The parties agree that this late charge represents a fair and reasonable estimate of the costs that Landlord will incur by reason of the late payment by Tenant.

      7. SECURITY DEPOSIT. Tenant shall deposit with Landlord upon execution of this Lease Twenty-Five Thousand and 00/100ths Dollars ($25,000.00) as security for the full and faithful performance of every provision of this Lease to be performed by Tenant (the “Security Deposit”). If Tenant defaults with respect to any provision of this Lease, Landlord may apply all or any part of the Security Deposit for the payment of any Rent or other sum in default, the repair of such damage to the Premises or the payment of any other amount which Landlord may spend

or become obligated to spend by reason of Tenant’s default or to compensate Landlord for any other loss or damage which Landlord may suffer by reason of Tenant’s default to the full extent permitted by law. If any portion of the Security Deposit is so applied, Tenant shall, within ten (10) days after written demand therefor, deposit cash with Landlord in an amount sufficient to restore the Security Deposit to its original amount. If Tenant is not otherwise in default, the Security Deposit or any balance thereof shall be returned to Tenant within thirty (30) days after the expiration of the Term.

      8. HOLDING OVER. If Tenant remains in possession of all or any part of the Premises after the expiration of the Term, with the express or implied consent of Landlord, such tenancy shall be month-to-month only and shall not constitute a renewal or extension for any further term. Such month-to-month tenancy shall be terminable by either Landlord or Tenant upon thirty (30) days’ prior written notice by one to the other. If Tenant remains in possession either with or without Landlord’s consent, Monthly Rent shall be increased to an amount equal to one hundred fifty percent (150%) of the Monthly Rent payable during the last month of the Term, unless otherwise agreed to by Landlord and Tenant and any other sums due under this Lease shall be payable in the amount and at the times specified in this Lease. Such month-to-month tenancy shall be subject to every other term, condition, and covenant contained herein. If Tenant remains in possession without Landlord’s consent, Tenant shall indemnify, defend and hold Landlord harmless from all claims, costs and liabilities including attorneys’ fees and costs, arising from or in connection with Tenant remaining in possession.

      9. TENANT IMPROVEMENTS. Tenant shall construct the Tenant Improvements pursuant to the terms of EXHIBIT C .

      10. CONDITION OF PREMISES. Tenant shall take possession of the Premises in its “AS IS” condition on the Effective Date (hereafter defined), subject to all applicable laws, codes and ordinances. Landlord represents that it has not received any written notice from any governmental authorities having jurisdiction over the Project that the Premises are not in compliance with Title III of the Americans with Disabilities Act of 1990, 42 U.S.C. 12101 et seq., or California Title 24. Tenant acknowledges that neither Landlord nor Landlord’s Agents have made any representations or warranties as to the suitability or fitness of the Premises for the conduct of Tenant’s business, nor has Landlord or Landlord’s Agents agreed to undertake any alterations, additions or improvements to the Premises. Notwithstanding the foregoing to the contrary, Landlord shall, at its sole cost and expense, upgrade the existing electrical systems of the Premises and deliver 800amp/480 volt service via a meter that reflects only Tenant’s use of power to an electrical distribution panel located inside the Premises, all as more fully set out in the electrical engineering drawings prepared by RK Electric and attached as EXHIBIT G hereto (“Electrical Upgrade Work”), which drawings are hereby approved by Tenant; (the drawings attached as EXHIBIT G hereto being referred to as the “Electrical Upgrade Work Drawings”); provided, however, if Landlord uses the existing electrical power supply for the Building to increase the existing electrical power service to the Premises to the required 800 amp/480 volt electrical service, then Landlord may make such changes or other modifications to the Electrical Upgrade Work Drawings as Landlord determines reasonably necessary to reflect such use of the existing electrical power supply for the Building. Electrical power pursuant to the Electrical Upgrade Work shall be provided to the current electrical distribution panel located in what is depicted as “Electrical Room 121” in the Premises as shown on EXHIBIT G hereto (“Electrical

Room 121”). Tenant shall be responsible for the temporary hook-up to the HDB Panel within Electrical Room 121, and Landlord, as part of the Electrical Upgrade Work, shall be responsible for the permanent hook-up to the HDB Panel within Electrical Room 121 upon the completion of the Electrical Upgrade Work. Subject to Paragraph 38.N, the Electrical Upgrade Work shall be completed by October 1, 2008. Subject to reasonable temporary interruption, Landlord will maintain the existing electrical service to the Premises which the Electrical Upgrade Work is being performed.

      11. USE OF THE PREMISES.

           A.  Tenant’s Use . Tenant shall use the Premises solely for (i) light manufacturing, sales and storage of electronic and semiconductor equipment, and (ii) training and office uses associated with the uses described in the foregoing clause (i), and shall not use the Premises for any other purpose without obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld. Tenant agrees that the Project is subject and this Lease is subordinate to the CC&Rs. Tenant acknowledges receipt of a copy of the CC&Rs and further acknowledges that it has read the CC&Rs and knows the contents thereof. From and after the Effective Date and throughout the Term, Tenant shall faithfully and timely perform and comply with the CC&Rs and any modification or amendments thereof, provided such modifications or amendments do not materially increase Tenant’s obligations or decrease Tenant’s rights under this Lease.

           B.  Compliance with Laws . Tenant shall not use the Premises or suffer or permit anything to be done in or about the Premises or the Project which will in any way conflict with any law, statute, zoning restriction, ordinance or governmental law, rule, regulation or requirement of public authorities now in force or which may hereafter be in force, relating to or affecting the condition, use or occupancy of the Premises or the Project. Tenant shall not commit any public or private nuisance or any other act or thing which might or would disturb the quiet enjoyment of any other tenant of the Project or any occupant of nearby property. Tenant shall place no loads upon the floors, walls or ceilings in excess of the maximum designed load determined by Landlord or which endanger the structure; nor place any harmful liquids in the drainage systems; nor dump or store waste materials or refuse or allow such to remain outside the Building proper, except in the enclosed trash areas provided. Tenant shall not store or permit to be stored or otherwise placed any other material of any nature whatsoever outside the Building; provided, however, Tenant shall be permitted to have and use an exterior, enclosed storage area that is constructed as part of the Tenant Improvements and that has been approved by Landlord as part of the Tenant Improvements pursuant to the terms of EXHIBIT C hereto.

           C.  Emissions . From and after the Effective Date and throughout the Term of this Lease:

               (i) Permit any vehicle on the Project to emit exhaust which is in violation of any governmental law, rule, regulation or requirement;

               (ii) Discharge, emit or permit to be discharged or emitted, any liquid, solid or gaseous matter, or any combination thereof, into the atmosphere, the ground or any body of water, which matter, as reasonably determined by Landlord or any governmental entity with

jurisdiction, does or may pollute or contaminate the same, or is or may become radioactive, or may adversely affect (1) the health or safety of persons, whether on the Premises, the Project, or elsewhere, (2) the condition, use or enjoyment of the Premises or the Project or any other real or personal property located on the Project or elsewhere, or (3) the Project or any of the improvements constructed thereon, including buildings, foundations, pipes, utility lines, landscaping or parking areas;

               (iii) Produce, or permit to be produced, any intense glare, light or heat except within an enclosed or screened area, and then only in such manner that the glare, light or heat shall not be discernible from outside the Premises;

               (iv) Create, or permit to be created, any sound pressure level which will interfere with the quiet enjoyment of any real property outside the Project, or which will create a nuisance or violate any governmental law, rule, regulation or requirement;

               (v) Create or permit to be created any ground vibration that is discernible outside the Premises; or

               (vi) Transmit, receive or permit to be transmitted or received, any electromagnetic, microwave or other radiation which is harmful or hazardous to any person or property in, on or about the Project or elsewhere.

           D.  Hazardous Materials .

               (i) Tenant agrees to complete prior to Lease execution the questionnaire attached to the Lease as EXHIBIT E (the “Hazardous Materials Questionnaire”). Tenant represents and warrants that the information completed by Tenant in the Hazardous Materials Questionnaire is true and complete. Tenant agrees to immediately inform Landlord in writing if any of the information contained in the Hazardous Materials Questionnaire becomes untrue, inaccurate or incomplete.

               (ii) Tenant shall not cause or permit any Hazardous Materials, to be generated, brought onto, used, stored, or disposed of in or about the Premises, the Building or any other portion of the Project, by Tenant or its agents, employees, contractors, subtenants, or invitees (collectively, “Tenant’s Agents”), except for standard office supplies and standard janitorial supplies which may be Hazardous Materials but only to the extent that such supplies (and the quantities thereof) are normally used in connection with general office uses. Any handling, transportation, storage, treatment, disposal or use of Hazardous Materials by Tenant and Tenant’s Agents in or about the Premises, shall strictly comply with all applicable Hazardous Materials Laws. Tenant shall indemnify, defend upon demand with counsel reasonably acceptable to Landlord, and hold harmless Landlord and Landlord’s partners, agents, employees, contractors, and invitees from and against any and all liabilities, losses, claims, damages, lost profits, consequential damages, interest, penalties, fines, monetary sanctions, attorneys’ fees, experts’ fees, court costs, remediation costs, investigation costs, and other expenses which result from or arise in any manner whatsoever out of the use, storage, treatment, transportation, release, or disposal of Hazardous Materials on or about the Premises or the Project by Tenant or Tenant’s Agents.

               (iii) If the presence of Hazardous Materials in, on, or about the Premises or the Project caused or permitted by Tenant or Tenant’s Agents results in contamination or deterioration of water or soil resulting in a level of contamination greater than the levels established as acceptable by any governmental agency having jurisdiction over such contamination, then Tenant shall promptly take any and all action necessary to investigate and remediate such contamination if required by Law or as a condition to the issuance or continuing effectiveness of any governmental approval which relates to the use of the Premises or any part thereof. Tenant shall further be solely responsible for, and shall defend, indemnify, and hold Landlord and Landlord’s agents, partners, subsidiaries, directors, officers, employees, contractors, and invitees harmless from and against, all claims, costs and liabilities, including attorney’s fees and costs, arising out of or in connection with any investigation and remediation required hereunder to return the Premises to its condition existing prior to the appearance of such Hazardous Materials.

               (iv) Landlord and Tenant shall each give written notice to the other as soon as reasonably practicable of (i) any Hazardous Materials which relates to the Premises, and (ii) any contamination of the Premises or the Project by Hazardous Materials which constitutes a violation of any Hazardous Materials Law. Tenant and Tenant’s Agents shall not bring Hazardous Materials of types or quantities differing from those set forth in the Hazardous Materials Questionnaire without first obtaining the written permission of the Landlord. At any time during the Lease term, Tenant shall, within five (5) days after written request therefor received from Landlord, disclose in writing all Hazardous Materials that are being used by Tenant or Tenant’s Agents on the Premises, the nature of such use, and the manner of storage and disposal.

               (v) Landlord may cause testing wells to be installed on or about the Outside Area of the Project, and may cause the ground water to be tested to detect the presence of Hazardous Materials by the use of such tests as are then customarily used for such purposes, provided that Landlord shall use diligent efforts to minimize any inconvenience or disruption to Tenant’s business in connection with such installation. If Tenant so requests, Landlord shall supply Tenant with copies of such test results. The cost of such tests and of the installation, maintenance, repair and replacement of such wells shall be paid by Tenant if such tests disclose the existence of facts which give rise to liability of Tenant pursuant to its indemnity given in Paragraph 11.D(ii) or (iii).

               (vi) As used herein, the term “Hazardous Material,” means any hazardous or toxic substance, material or waste which is or becomes regulated by any local governmental authority, the State of California or the United States Government. The term “Hazardous Material,” includes, without limitation, petroleum products, asbestos, PCB’s, and any material or substance which is (i) defined as hazardous or extremely hazardous pursuant to Section 66160 of Title 26 of the California Code of Regulations, Division 22, (ii) defined as a “hazardous waste” pursuant to Section 1004 of the Federal Resource Conservation and Recovery Act, 42 U.S.C., Section 6901 et seq. (42 U.S.C. Section 6903), or (iii) defined as a “hazardous substance” pursuant to Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C., Section 9601 et seq. (42 U.S.C. 6901). As used herein the term “Hazardous Material Law” shall mean any statute, law, ordinance, or regulation of any governmental body or agency (including the U.S. Environmental Protection Agency, the

California Regional Water Quality Control Board, and the California Department of Health Services) which regulates the use, storage, release or disposal of any Hazardous Material.

               (vii) The obligations of Landlord and Tenant under this Paragraph 11.D shall survive the expiration or earlier termination of the Lease term. The rights and obligations of Landlord and Tenant with respect to issues relating to Hazardous Materials are exclusively established by this Paragraph 11.D. In the event of any inconsistency between any other part of the Lease and this Paragraph 11.D, the terms of this Paragraph 11.D shall control.

      12. QUIET ENJOYMENT. Landlord covenants that Tenant, upon performing the terms, conditions and covenants of this Lease, shall have quiet and peaceful possession of the Premises as against any person claiming the same by, through or under Landlord.

      13. ALTERATIONS. Tenant shall not make or permit any Alterations in, on or about the Premises, except for nonstructural Alterations not exceeding Five Thousand Dollars ($5,000.00) in cost per calendar year, without the prior written consent of Landlord, and according to plans and specifications approved in writing by Landlord, which consent shall not be unreasonably withheld. With regard to Alterations not requiring Landlord’s consent, Tenant shall provide Landlord copies of all plans and specifications therefor prior to the construction thereof. Notwithstanding the foregoing Tenant shall not, without the prior written consent of Landlord, make any: (i) Alterations to the structure or exterior of the Building; (ii) Alterations to and penetrations of the roof of the Building; and (iii) Alterations visible from outside the Premises, to which Landlord may withhold Landlord’s consent on wholly aesthetic grounds. All Alterations shall be installed at Tenant’s sole expense, in compliance with all applicable laws and the CC&Rs, by a licensed contractor, shall be done in a good and workmanlike manner conforming in quality and design with the Premises existing as of the Commencement Date, and shall not diminish the value of either the Building or the Premises. All Alterations made by Tenant shall be and become the property of Landlord upon installation and shall not be deemed Tenant’s Personal Property. Notwithstanding any other provision of this Lease, Tenant shall be solely responsible for the maintenance and repair of any and all Alterations made by it to the Premises. Tenant shall give Landlord written notice of Tenant’s intention to perform work on the Premises, whether or not Landlord’s consent is required, at least twenty (20) days prior to the commencement of such work to enable Landlord to post and record a Notice of Nonresponsibility or other notice deemed proper before the commencement of any such work. Landlord, at Landlord’s option exercisable at the time of giving its consent to any Alterations if such consent is required, or exercisable at any time prior to the expiration or earlier termination of the Term if no consent by Landlord is required, may require Tenant to remove some or all of any Alterations made by Tenant. If Landlord requires removal of some or all of the Alterations made by Tenant, then Tenant, at Tenant’s sole cost and expense and prior to the expiration or earlier termination of the Term, shall so remove such Alterations.

      14. SURRENDER OF THE PREMISES. Upon the expiration or earlier termination of the Term, Tenant shall surrender the Premises to Landlord in its condition existing as of the completion of the Tenant Improvements, normal wear and tear and fire or other casualty excepted and Alterations which Landlord has not required be removed from the Premises upon the expiration or earlier termination of the Term pursuant to Paragraph 13 also excepted, with all interior walls repaired and repainted if marked or damaged, all carpets shampooed and cleaned,

all broken, marred or nonconforming acoustical ceiling tiles replaced, all windows washed, the plumbing and electrical systems and lighting in good order and repair, including replacement of any burned out or broken light bulb or ballasts, and all floors cleaned and waxed, all to the reasonable satisfaction of Landlord. Also prior to the expiration or earlier termination of the Term, Tenant shall, at its sole cost and expense, remove all Tenant’s Personal Property from the Premises. Tenant at its sole cost and expense shall repair any damage and perform any restoration work to the Premises caused by Tenant’s removal of Alterations required to be removed by Tenant and Tenant’s removal of Tenant’s Personal Property. If Tenant fails to remove the Alterations required to be removed by Tenant and/or fails to remove Tenant’s Personal Property, and such failure continues after the expiration or earlier termination of the Term, Landlord may retain such property and all rights of Tenant with respect to it shall cease, or, with respect to Tenant’s Personal Property, Landlord may place all or any portion of Tenant’s Personal Property in public storage for Tenant’s account. Tenant shall be liable to Landlord for costs of removal of any Alterations required to be removed by Tenant which are not removed by Tenant and removal of any of Tenant’s Personal Property which are not removed by Tenant, the storage and transportation costs of same, and the cost of repairing and restoring the Premises, together with interest at the Interest Rate from the date of expenditure by Landlord. If the Premises are not so surrendered at the expiration or earlier termination of the Term, Tenant shall indemnify, defend and hold Landlord and Landlord’s Agents harmless against all claims, costs and liabilities, including attorneys’ fees and costs, resulting from Tenant’s delay in so surrendering the Premises.

      15. PERSONAL PROPERTY TAXES. Tenant shall pay prior to delinquency all taxes assessed or levied against Tenant’s Personal Property in, on or about the Premises or elsewhere. When possible, Tenant shall cause its Personal Property to be assessed and billed separately from the real or personal property of Landlord.

      16. UTILITIES AND SERVICES. Tenant shall be responsible for and shall pay promptly all charges for water, gas, electricity, telephone, refuse pickup, janitorial service and all other utilities, materials and services furnished directly to or used by Tenant in, on or about the Premises from and after the Effective Date and throughout the Term, together with any taxes thereon. If such utilities are not separately metered to the Premises, Landlord shall bill Tenant for Tenant’s pro rata share based on Tenant’s Percentage or other equitable basis as determined by Landlord. Landlord shall not be liable in damages or otherwise for any failure or interruption of any utility service or other service furnished to the Premises, except that resulting from the willful misconduct of Landlord.

      17. REPAIR AND MAINTENANCE.

           A.  Landlord’s Obligations. Landlord shall maintain in good order, condition and repair the foundation and subflooring of the Building, the roof of the Building (including the roof membrane), exterior walls, interior bearing or structural walls of the Building (excluding, however, interior wall surfaces), the fire-sprinkler system for the Building, and the HVAC system for the Building, except for any damage thereto caused by the negligence or willful acts or omissions of Tenant or of Tenant’s agents, employees or invitees, or by reason of the failure of Tenant to perform or comply with any terms of this Lease, or caused by Alterations made by Tenant or by Tenant’s agents, employees or contractors. Landlord also shall maintain the Outside

Area in good order, condition and repair. Landlord shall at all times have exclusive control of the Outside Area, including the right to grant easements or other rights of access to third parties, and may at any time temporarily close any part thereof, exclude and restrain anyone from any part thereof, except the bona fide customers, employees and invitees of Tenant who use the Outside Area in accordance with the rules and regulations as Landlord may from time to time promulgate, and may change the configuration of the Outside Area. In exercising any such rights, Landlord shall make a reasonable effort to minimize any disruption of Tenant’s business. It is an express condition precedent to all obligations of Landlord to repair that Tenant shall have notified Landlord of the need for such repairs. Tenant waives the provisions of Sections 1941 and 1942 of the California Civil Code and any similar or successor law regarding Tenant’s right to make repairs and deduct the expenses of such repairs from the Rent due under this Lease.

           B.  Tenant’s Obligations . Tenant shall at all times and at its own expense clean, keep and maintain in good order, condition and repair every part of the Premises which is not within Landlord’s obligation pursuant to Paragraph 17.A. Tenant’s repair and maintenance obligations shall include all plumbing and sewage facilities within the Premises, fixtures, interior walls and ceiling, floors, windows, doors, entrances, plateglass, showcases, skylights, all electrical facilities and equipment, including lighting fixtures, lamps, fans and any exhaust equipment and systems, any automatic fire extinguisher equipment within the Premises, electrical motors and all other appliances and equipment of every kind and nature located in, upon or about the Premises. Tenant shall also be responsible for all pest control within the Premises.

           C.  Reimbursement by Tenant .

                (i)  Tenant to Pay Operating Expenses . Tenant shall pay Landlord monthly, as Additional Rent, Tenant’s Percentage of Operating Expenses; provided, however, and notwithstanding any provision of this Lease to the contrary, Tenant shall pay Landlord, in accordance with this Paragraph 17.C., the entire amount (and not just Tenant’s Percentage) of any Operating Expenses incurred by Landlord which relate solely to the Premises or which are incurred solely for or on behalf of Tenant.

                (ii)  Operating Expenses . As used herein, the term “Operating Expenses” shall mean all costs and expenses of any kind or nature whatsoever incurred by Landlord in connection with the ownership, operation, management, maintenance, and repair of the Outside Area and the Building, or any portions thereof, including, without limitation the following: the cost of annual roof inspections; all charges, costs, expenses, wages, services, benefits, insurance and payroll taxes or fees for all parties (including employees, contractors, or affiliates of Landlord) providing services in connection with the operation, maintenance, repair, supervision and/or security of the Building and or the Outside Area (provided that Landlord, in its sole and absolute discretion, may, but shall not be obligated to, provide any security services for the Building or the Outside Area), including taxes, insurance and benefits relating thereto; the rental cost and overhead of any office and storage space used to provide such services; cost of all supplies, materials and labor used in the operation, repair, replacement and maintenance of the Building and the Outside Area; all cost of repairs and general maintenance of the Building and the Outside Area (excluding repairs and general maintenance paid for by proceeds of insurance or by Tenant or other third parties); all cost of repairs and general maintenance of the HVAC system for the Building, including, without limitation, the cost of preventative maintenance

contracts and other periodic inspections; all cost of resurfacing and restriping of the parking area of the Project; all cost of painting, sweeping, maintenance and repair of sidewalks, fountains, curbs and signs, landscape sprinkler systems, planting and landscaping; all cost of lighting and other utilities; all cost of installing, maintaining, or repairing directional signs and other markers and bumpers; all cost of maintenance and repair of any fire protection systems, lighting systems, storm drainage systems, and any other utility system; all cost of garbage, trash, rubbish and waste removal; all costs with respect to repairs and maintenance of utility facilities (including pipes and conduits) serving more than one tenant; depreciation on maintenance and operating machinery and equipment (if owned) and rental paid for such machinery and equipment (if rented); premiums for commercial liability insurance covering the Project; premiums for all risk or causes of loss-special form insurance and, at Landlord’s option, earthquake insurance on the Building; premiums for insurance against loss of rents for a period of twelve (12) months from the date of the loss; Real Property Taxes; the management fee for the manager of the Building; and all cost of any capital improvements made to the Building or the Outside Area to reduce operating costs, to comply with governmental rules and regulations enacted after completion of the Building, to replace the roof (including the roof membrane) of the Building, to replace the HVAC system for the Building or any portion thereof, or to resurface the parking areas of the Project. The cost of any capital improvements, together with interest thereon, shall be amortized over the useful life of the improvement and only the annual amortized cost of such item shall be included in Operating Expenses annually.

                (iii)  Exclusions from Operating Expenses . Notwithstanding anything to the contrary contained in this Lease, Operating Expenses shall not include the following: (a) costs expended in the original construction of the Building and the Project; (b) costs of alterations or improvements made to the Premises or the premises of other tenants of the Project; (c) depreciation, interest and principal payments on mortgages, ground rents, and other debt costs, if any; (d) expenses resulting from the sole negligence of Landlord or its Agents; (e) legal fees, leasing commissions, advertising expenses and other expenses incurred in connection with the leasing of the Project; (f) costs for which Landlord is reimbursed by insurance; (g) services provided to other tenants in the Building or the Project which are not provided to Tenant; (h) fines, penalties, and interest; (i) costs incurred by Landlord to correct defects in the construction of the Building or the Project; and (j) costs to repair or maintain the structural parts of the Building, which are agreed for purposes of this Lease to be the foundation, the subflooring, the roof structure (but not the roof membrane), the exterior walls, and the interior bearing walls (but not the interior wall surfaces).

                (iv)  Monthly Payments . From and after the Commencement Date, Tenant shall pay to Landlord on the first day of each calendar month of the Term Tenant’s Percentage of the estimated monthly Operating Expenses incurred by Landlord. The foregoing estimated monthly charges may be adjusted by Landlord at the end of any calendar quarter on the basis of Landlord’s experience and reasonably anticipated costs. Any such adjustment shall be effective as of the calendar month next succeeding receipt by Tenant of written notice of such adjustment. Within one hundred twenty (120) days following the end of each calendar year Landlord shall furnish Tenant a statement of such actual expenses (“Actual Expenses”) for the calendar year and the payments made by Tenant with respect to such period. If Tenant’s payments for the Operating Expenses do not equal the amount of the Actual Expenses, Tenant shall pay Landlord the deficiency within thirty (30) days after receipt of such statement. If Tenant’s

payments exceed the Actual Expenses, Landlord shall offset the excess against the Operating Expenses thereafter becoming due to Landlord. There shall be appropriate adjustments of the Operating Expenses as of the Commencement Date and expiration of the Term.

           D.  Compliance with Governmental Regulations . Tenant shall, at its cost, comply with, including the making by Tenant of any Alteration to the Premises, all present and future regulations, rules, laws, ordinances, and requirements of all governmental authorities (including, without limitation, state, municipal, County and federal governments and their departments, bureaus, boards and officials) arising from Tenant’s use or occupancy of the Premises.

      18. LIENS. Tenant shall keep the Building and the Project free from any liens arising out of any work performed, materials furnished or obligations incurred by or on behalf of Tenant and shall indemni