LEASE

1.   Lease Terms

1.01   The Premises is Suite 200 located within the Building whose address is 15725 SW Greystone Court, Beaverton, Oregon 97006.  The Premises contains approximately 11,984 rentable square feet and is shown on Exhibit “A-1.”  The Building contains approximately 48,555 rentable square feet and is part of the Project.  The Project is depicted on Exhibit “A-2” and contains approximately 193,983 rentable square feet.  The Project is part of the Woodside Corporate Park (the “Property”).

1.02   Lessee’s Notice Address:                                                      Merix Corporation

with a copy to:                                                      Perkins Coie, LLP

1120 N.W. Couch Street, Tenth Floor

Portland, OR 97209-4128

Attn:  Christopher T. Matthews

1.03   Lessor’s Notice Address:                                                      Robert Munson

1.04   Lessee’s Permitted Use:  Lessee shall use the Premises only for the following purpose(s) and for no other purpose whatsoever:  general administrative office use.

1.05   Lease Term:  The Lease Term commences on April 16, 2007 (the “Estimated Commencement Date”) or such other date as is determined by the provisions of this Lease (the “Commencement Date”) and ends on the final day of the eighty-eighth (88 th ) full calendar month thereafter (the “Expiration Date”).

1.06   Base Rent:  Base Rent shall be paid monthly in the amounts specified below, calculated at an initial rate of Twenty and 50/100 Dollars ($20.50) per rentable square foot then escalated at three percent (3%) each twelve (12) months.  If the Commencement Date is other than the first day of a calendar month, then Base Rent for the partial month occurring after the four (4) month abated Base Rent period and before the first (1 st ) day of month five (5) shall be paid at the month five (5) rate.

1.07   Security Deposit:  $25,178.80.

1.08   Base Year:                      2007.

1.09   Proportionate Share:  Lessee’s Proportionate Share of the Project, which represents the approximate proportionate share of the Premises to the Project is a percentage derived by taking the rentable square footage of the Premises and making that figure the numerator, and the rentable square footage of the Project and making that figure the denominator, and dividing the numerator by the denominator.  Lessee's Proportionate Share of the Project is currently calculated at 6.178%.  Lessee’s Proportionate Share of the Building within which the Premises is located, which represents the approximate proportionate share of the Premises to the Building, is a percentage derived by taking the rentable square footage of the Premises and making that figure the numerator, and the rentable square footage of the Building and making that figure the denominator, and dividing the numerator by the denominator. Lessee's Proportionate Share of the Building is currently calculated at 24.681%.  Lessee's Proportionate Share of the Project and Lessee's Proportionate Share of the Building shall be adjusted during the Lease Term to reflect any change in the respective fractions, if the size of the Project, the Building or the Premises changes.

1.10   Brokers: Grubb & Ellis (Lessor) and Colliers International (Lessee).

2.   Lease of Premises

2.01   Lessor leases to Lessee, and Lessee leases from Lessor, the Premises, upon the terms of this Lease.  The Premises are leased “AS IS” except only for Lessor’s obligations under Exhibit “B.”  The improvements to be constructed by Lessor pursuant to Exhibit “B” are herein referred to as “Lessor’s Work.”  Lessee acknowledges that neither Lessor nor any agent of Lessor has made any representation or warranty regarding the Premises except as expressly set forth herein.  The square footages set forth in this Lease are approximate and based on BOMA standards; if the square footage is certified by the project architect, at Lessee’s expense based upon a request made by Lessee on or before the Commencement Date, then such certified square footage shall be used for all purposes hereunder.  Lessor will deliver the Premises to Lessee with existing plumbing, electrical, fire sprinkler, lighting, air conditioning, heating and mechanical systems located in the Premises, if any, in good working condition.

2.02   Lessor’s Work shall be installed by Lessor in compliance with all codes, laws, ordinances and other legal requirements.  Lessee, at its sole expense, agrees to comply with all laws, codes, ordinances and other legal requirements (including covenants and restrictions) applicable to the Premises (herein “Laws”).  Lessee agrees to cause the Premises to comply with all Laws, including by making any changes to the Premises necessitated by any Lessee activity, including but not limited to changes required by (a) any Lessee Alterations (as defined below), or (b) any use of the Premises or Property by Lessee; provided, Lessor reserves the right to accomplish such changes itself at the expense of Lessee; provided, this provision does not obligate Lessee to correct any violation of law that exists prior to the Commencement Date or that is unrelated to Lessee’s use.  If any activity of Lessee necessitates changes to the Project other than the Premises, then Lessor may elect to accomplish the same at the reasonable expense of Lessee or to require Lessee accomplish the same at its own expense.

2.03   If for any reason Lessor cannot deliver possession of the Premises on the Estimated Commencement Date of the Lease Term, Lessor will not be subject to any liability nor will the validity of this Lease be affected in any manner except as provided herein.  In that event, the Commencement Date shall be delayed until delivery of possession in which event the Expiration Date of the Lease Term shall be extended to include the same number of full calendar months as set forth in Paragraph 1 above (plus any partial first month); provided, in the event delivery of possession is delayed by any act, omission or request of Lessee, then the Premises shall be deemed to have been delivered (and the Commencement Date shall occur) on the earlier of the actual date of delivery or the date delivery would have occurred absent the number of days of such delay attributable to Lessee (but not days  of delay attributable to Lessor) and the term shall then be for such number of full calendar months (plus any partial first month). If for any reason possession of the Premises is not delivered within ninety (90) days of scheduled Commencement Date set forth in Paragraph 1 above, Lessee may terminate this Lease by written notice given after such ninety (90) day period but prior to delivery of possession; provided, such ninety (90) day period shall be extended by (a) the number of days of delays attributable to Lessee (including but not limited to delays in approvals of plans or cost estimates, delays related to changes in plans requested by Lessee whether or not approved by Lessor, delays caused by early entry by Lessee, and/or other delays directly attributable to Lessee), plus (b)  the number of days of delays caused by events beyond the reasonable control of Lessor (including but not limited to fire, earthquake, other casualty, inclement weather, acts of God, shortages of labor or material, excessive lead times on timely ordered items, strike, acts or omissions of government, and/or delays in governmental permits, inspections or approvals timely requested by Lessor).  Any such termination shall be without liability of Lessor to Lessee.  Any such termination by Lessee shall be Lessee’s sole remedy for delay in delivery of possession.

2.04   Upon expiration or termination of this Lease, Lessee agrees to return the Premises to Lessor in the same condition as received by Lessee, reasonable wear and tear and casualty excepted, with all removal, repair, and restoration duties of Lessee set forth herein being fully performed; Lessee is not obligated to remove “Lessor’s Work”, all of which shall be deemed realty and part of the Premises.

2.05   Upon request made by Lessor following the Commencement Date, Lessee shall execute and deliver an agreement setting forth the Commencement Date, the date upon which the Lease Term shall expire, and such other matters regarding the commencement of this Lease as Lessor shall request; the initial form of such document is attached as Exhibit “F.”  If Lessee, with Lessor’s prior written consent, occupies the Premises prior to the Commencement Date, Lessee’s occupancy of the Premises shall be subject to all the provisions of the Lease. Early occupancy of the Premises shall not advance the Expiration Date of the Lease. Lessee shall pay Base Rent during the early occupancy period and all other charges shall begin to accrue on the date of such early occupancy.

2.06   Lessee shall have the following renewal right.

(a)   Grant of Option.  Lessor hereby grants to Lessee the option to renew this Lease for an additional term (the “Renewal Term”) of sixty (60) months commencing on the first day after the Expiration Date of the initial Term.  If the option is exercised, references elsewhere herein to Term shall include the Renewal Term.

(b)   Exercise.  Lessee must exercise the option to renew, if at all, by giving Lessor written notice of such exercise not less than three hundred sixty (360) days prior to the Expiration Date of the initial Lease Term.  Upon exercise of the option to renew, the Lease Term shall be extended through the Expiration Date of the Renewal Term on the same terms and conditions as contained herein, except that (i) there shall be no further right to renew the Lease Term beyond the Renewal Term, and (ii) Base Rent during the Renewal Term shall be determined pursuant to this Section 2.06.

(c)   Base Rent.  Base Rent for the first twelve (12) months of the Renewal Term shall be the greater of (i) the Base Rent scheduled for the final month of the initial Lease Term, or (ii) the fair market base rental value of the Premises; Base Rent shall increase by three percent (3%) each twelve (12) months.  As used herein, the fair market base rental value of the Premises is defined as the amount of base monthly rental, which a willing and fully informed lessee would pay and which a willing and fully informed lessor would accept for minimum rental of the Premises on the terms set forth in this Lease for a sixty (60) month term as of the first day of the Renewal Term.  In determining the fair market base rental value, reference may be made to other recent leases in the Building and/or in other buildings owned or managed by Lessor.

(d)   Nature of Option.  The right to exercise the option to renew shall be suspended during any event of Default hereunder by Lessee and also shall terminate on the termination of this Lease or of Lessee's right of possession; provided, if the option to renew shall have been exercised prior to the termination for Default, then the calculation of damages upon such termination shall include damages with respect to the Renewal Term.

(e)   Amendment to Lease.  If Lessee exercises the option to renew this Lease, Lessor and Lessee shall execute and deliver an amendment to this Lease setting forth such fact and the amount of Base Rent for the Renewal Term.  At that time, Lessee shall also pay to Lessor any additional sum necessary to increase any security deposit held hereunder to equal the then projected last month's Base Rent.

2.07   Lessee shall have the following first refusal right.

(a)   The "Additional Space" is the leasable area of the Building which is outlined on Exhibit E attached hereto.  At any time during the Lease Term that Lessor receives a bona fide third party offer to lease the Additional Space or any portion of it (other than to an existing Lessee who is renewing or extending its lease), Lessor shall communicate to Lessee, in writing, the financial consideration and other terms of such offer.  Lessor's communication shall constitute an offer to Lessee to lease the Additional Space or applicable portion thereof on the terms set forth in such communication and otherwise on the terms set forth in Lease.  Lessee specifically acknowledges that a third party may be willing to lease the Additional Space for a term which is longer than the unexpired balance of the Lease Term, or as part of a larger space.  Therefore, Lessor may offer the Additional Space or the applicable portion thereof to Lessee on terms which require Lessee (i) to extend the balance of the Lease Term (at a rent acceptable to Lessor) to coincide with the length of the term being considered with respect to the third party, (ii) to lease the entirety of the larger space, and/or (iii) to agree to other conditions designed to protect Lessor's interest.

(b)   Lessee shall have until 5:00 p.m. on the tenth (10 th ) day following receipt of Lessor's communication to execute a lease or an addendum hereto with Lessor for the space offered by Lessor's communication, on the terms set forth in this Lease and in Lessor's communication.  Should Lessee fail to execute such a lease or addendum, or otherwise indicate rejection of such communication, Lessor may negotiate with the intended third party and execute a lease with such third party on any terms negotiated, whether similar or dissimilar to those originally communicated to Lessee, so long as Lessor's communication to Lessee was made in good faith; provided, if the Base Rent or improvement allowance, if any, offered to the third party is changed in favor of the third party by more than ten percent (10%), then a new offer must be made to Lessee pursuant to this provision.  If a lease with the third party is signed, this shall terminate Lessee's rights hereunder as to the Additional Space.  If a lease with the third party is not signed, the Additional Space shall again be subject to this right of First Refusal.

(c)   The rights of Lessee under this Section shall be suspended during any event of Default and shall terminate upon any termination of this Lease or of Lessee's right of possession hereunder; provided, however, in the event Lessee shall have exercised an expansion right pursuant to this Section and Lessor subsequently terminates this Lease or Lessee's right of possession hereunder for Default, the damages to which Lessor shall be entitled shall include damages with respect to the leasing of the expansion space.

(d)   At such time as Lessee rejects a communication by Lessor or otherwise has no rights (or less rights) with respect to Additional Space or any portion thereof, Lessee shall execute and deliver to Lessor a certificate setting forth the status of the remaining rights, if any, which Lessee enjoys with respect to the Additional Space, the compliance of Lessor with the process set forth in this Section, and such other matters as Lessor may recently request.

2.08   Lessee shall have the following early expiration right.  Lessee shall have the right to cause the Lease Term to expire on the final day of the sixty-fourth (64 th ) full calendar month of the Lease Term (herein the “Revised Expiration Date”), upon and subject to the following provisions.

(a)   Expiration Notice.  This right shall be exercised, if at all, by written notice (the “Expiration Notice”) given by Lessee to Lessor no later than two hundred seventy (270) days prior to the Revised Expiration Date.  Such Expiration Notice shall be valid only if (i) at the time the Expiration Notice is given, Lessee shall not be in Default and no act, event, condition, or omission has occurred which, alone or together with notice and/or the passage of time, would constitute a Default under the terms of this Lease, and (ii) such Expiration Notice is accompanied by the payment required by paragraph (c) below.  The parties agree that such payment is paid to compensate Lessor for economic loss which Lessor would suffer by reason of the early expiration of this Lease and that the amount of such compensation has been negotiated by the parties and is agreed to be reasonable.  Lessee understands that Lessor does not typically grant early expiration rights and that Lessor would be unwilling to grant such a right in this Lease absent this agreement to be reasonably compensated.

(b)   Revision of Expiration Date.  Upon the giving of an effective Expiration Notice and the making of the payment required by this provision, the Expiration Date of the term of this Lease shall be and become the Revised Expiration Date as perfectly as if such Revised Expiration Date had been the Expiration Date originally set forth in this Lease.  Until such Revised Expiration Date, this Lease shall continue in full force and effect without abatement of rent or other diminishment of the obligations of Lessee hereunder.  The expiration of the Lease upon the Revised Expiration Date shall not terminate any previously accrued liabilities or obligations of Lessee, all of which shall survive such expiration.

(c)   Payment.  All commissions paid by Lessor related to this Lease and all costs of Landlord’s Work (including labor, materials, permits, general conditions, and all other hard and soft costs) shall be calculated by Lessor and such calculation shall be delivered to Lessee following request.  Any Expiration Notice, to be effective, must be accompanied by payment of the unamortized portion of such expenses through the Revised Expiration Date with amortization calculated on a straight line eighty-four (84) month basis over the eighty-four (84) Base Rent paying months of the Lease Term, plus (ii) the amount of Base Rent and Operating Expenses that would have been payable hereunder for months sixty-five (65) through seventy (70) of the Lease Term.

(d)   Additional Documents.  Upon request following the giving of an effective Expiration Notice, both parties shall execute an amendment to this Lease setting forth the revision of the Expiration Date; provided, the failure of the parties to execute any such amendment shall not affect their respective rights hereunder.  At any time within ten (10) days of Lessor’s reasonable written request, Lessee shall execute and deliver a statement indicating whether or not an Expiration Notice has been given and such matters with respect to any Expiration Notice which has been given as Lessor may request.

2.09   Lessee has the nonexclusive right to use the common areas in the Building, and the exterior common areas of the Project, in a reasonable manner for their respective intended purposes.  Common areas are areas not separately demised for use by a tenant or owner.  The common areas may be changed from time to time but, except as may be required by law or during temporary construction periods, no such change will materially adversely affect access to or parking for the Premises.

3.   Base Rent

4.   Additional Rent

4.01   Unless otherwise specifically stated in this Lease, any charge payable by Lessee under this Lease other than Base Rent is called “Additional Rent.”  The term “rent” whenever used in this Lease means Base Rent, Additional Rent and/or any other monies payable by Lessee under the terms of this Lease.

4.02   “Operating Expenses” as used herein shall include all costs and expenses related to the ownership, management, operation, maintenance, replacement, improvement and repair of the Premises, Building, Project and/or Property, or any part thereof, incurred by Lessor including but not limited to:  (1) supplies, materials, labor, equipment, and tools; (2) Lessor-incurred Utility and Service Costs (as further described in Paragraph 4.03B below), security, janitorial, trash removal, and all applicable service and maintenance agreements; (3) legal, accounting, and consulting fees, costs and expenses, including but not limited to the cost of contests of Real Property Taxes; (4) Insurance Premiums for all policies deemed necessary by Lessor and/or its lenders, and all deductible amounts under such policies (as further described in Paragraph 4.03C below); (5) costs and expenses of operating, maintaining, and repairing the Project, including but not limited to all interior areas and also driving, parking, loading, and other paved or unpaved areas (including but not limited to, resurfacing and striping and any snow and ice removal Lessor elects to conduct), landscaped areas (including but not limited to, tree trimming), building exteriors (including but not limited to, painting and roof work), signs and directories, and lighting; (6) capital improvements and replacements (including but not limited to, all financing costs and interest charges); (7) compensation (including but not limited to, any payroll taxes, worker’s compensation for employees, and customary employee benefits) of all persons, including independent contractors, who perform duties, or render services on behalf of, or in connection with the Project, or any part thereof, including but not limited to, Project operations, maintenance, repair, and rehabilitation; (8) reasonable property management fees and the cost of providing space used by the property manager; and (9) Real Property Taxes (as further described in Paragraph 4.03A, below).  Operating Expenses may include the portion of such items allocated to the Project, if incurred on a park-wide basis at the Property.

4.03   A “Real Property Taxes” shall include any fee, license fee, tax, levy, charge, or assessment (hereinafter individually and/or collectively referred to as “Tax”) imposed by any authority having the direct or indirect power to tax and where such Tax is imposed against the Project, or any part thereof, or Lessor in connection with its ownership or operation of the Project, including but not limited to: (1) any Tax on rent or Tax against Lessor’s business of leasing the Project; (2) any Tax by any authority for services or maintenance provided to the Project, or any part thereof, including but not limited to, fire protection, streets, sidewalks, and utilities; (3) any Tax on real estate or personal property levied with respect to the Project, or any part thereof, and any fixtures and equipment and other property used in connection with the Project; (4) any Tax based upon a reassessment of the Project due to a change in ownership or transfer of all or part of Lessor’s interest in the Project; and, (5) any Tax replacing, substituting for, or in addition to any Tax previously included in this definition.  Real Property Taxes do not include Lessor’s federal or state net income taxes.

4.04   Throughout the Lease Term, Lessee will pay as Additional Rent its Proportionate Share (of the Project and/or Building, as designated from time to time by Lessor) of Operating Expenses to the extent the same exceed the level of Operating Expenses incurred in the Base Year.  Estimated payments shall be made monthly on or before the first day of each calendar month each in the amount of Lessor’s then current estimate as outlined below.  Lessee’s Proportionate Share will be prorated for partial months.  All Operating Expenses will be adjusted, at the election of Lessor, to reflect 100% occupancy during any calendar year in which the Project is not fully occupied.

4.05   Lessee’s Proportionate Share of Operating Expenses shall be determined and paid as follows:

4.06   Lessee shall pay each Operating Expense in accordance with Lessee’s Proportionate Share of the Building or Lessee’s Proportionate Share of the Project, whichever is designated by Lessor.  Real Property Taxes for the Building shall be charged based on Lessee’s Proportionate Share of the Building.  Lessor shall have the right to make allocations (“Allocations”) to Lessee of any one or more Operating Expenses on a different basis but only if Lessor has a reasonable basis to do so.  For example, if reasonable, Lessor shall have the right to elect at any time and from time to time (a) to make any Allocation of one or more Operating Expenses based upon Lessee’s Proportionate Share of the Building and to make other Allocations on Lessee’s Proportionate Share of the Project, (b) to make Allocations of certain Operating Expense items among less than all lessees and/or other than based upon the respective square footages of the lessees, (c) to make different Allocations for different Operating Expenses, and/or (d) to alter an Allocation or the method of determining an Allocation from time to time. In no event shall Lessor be liable to Lessee based upon any incorrect or disputed Allocation (although any excess payments shall be applied or refunded) nor shall Lessee have any right to terminate this Lease by reason of any such Allocation.

4.07   Unless Lessee objects to any Operating Statement by written notice to Lessor within thirty (30) days after Lessor provides such Operating Statement to Lessee, such Operating Statement shall be considered final and binding on Lessee.  Should Lessee object in writing to Lessor’s determination of actual annual Operating Expenses within thirty (30) days following delivery of Lessor’s annual Operating Statement, Lessor shall respond to Lessee’s objection within thirty (30) days and the parties shall, during the period thirty (30) days thereafter, negotiate in good faith to reach an agreement with respect to Lessor’s annual Operating Statement and Lessee’s objection thereto and to make any payment or allowance necessary to adjust Lessee’s estimated payments, if any, to Lessee’s Proportionate Share of Operating expenses as shown by the annual Operating Statement.  In the event the parties are unable to so reach an agreement, then Lessor and Lessee will engage an independent certified public accountant with at least five (5) years experience, designated by Lessee from a list of three provided by Lessor, to audit Lessor’s actual Operating Expenses for the period and determine if Lessor charged to Lessee more than the maximum amount as Lessee’s Proportionate Share of Operating Expenses for the period.  The CPA’s determination shall be conclusive and binding on the parties.  If such audit discloses that Lessor overstated the amount of Lessee’s Proportionate Share of Operating Expenses due for such period, Lessor shall refund such excess to Lessee, or at Lessor’s option, such refund will be offset against the next Operating Expenses payment due.  If such audit discloses that Lessor understated the amount of Lessee’s Proportionate Share of Operating Expenses due for such period, Lessee shall pay to Lessor the additional amount that is due as a result of Lessor’s understatement within thirty (30) days of the audit and Lessee shall be solely responsible for the cost and expense of such audit.  Lessee shall promptly pay the cost of such audit unless such audit determines that Lessee was overbilled by more than 5% as its Proportionate Share of Operating Expenses for such year; if the audit shows an overcharge of less than 5%, Lessee shall pay the cost of the audit but Lessor shall reimburse Lessee for one-half of such cost or, if less, an amount equal to the overcharge amount.  Pending resolution of any objection, Lessee shall continue paying Lessee’s Proportionate Share of Operating Expenses in the amounts determined by Lessor.  Objecting to an annual Operating Statement and receiving a refund or credit as provided herein are the sole remedies of Lessee regarding Operating Expense issues and disputes.  In no event whatsoever shall Lessor be liable for damages nor shall Lessee have a right to terminate this Lease by reason of Operating Expense calculations, charges or disputes.

5.   Late Charges and Interest

6.   Security Deposit and Financial Reporting

6.01   Upon Lessee’s execution of this Lease, Lessee will deposit with Lessor an initial Security Deposit in the amount specified in Paragraph 1 as security for Lessee’s full and faithful performance of every provision under this Lease.  Lessor will not be required to keep the Security Deposit separate from its general funds and has no obligation or liability for payment of interest thereon (except when required by law).  Lessee hereby grants to Lessor a security interest in the Security Deposit.  Lessee will not have the right to apply any part of the Security Deposit to any amounts payable under the terms of this Lease nor is it a measure or limitation of Lessor’s damages in event of a Default by Lessee.   If Lessee fails to pay any rent due herein, or otherwise is in Default of any provision of this Lease, Lessor may, without waiver of the Default or of any other right or remedy, use, apply or retain all or any portion of the Security Deposit for the payment of any amount due Lessor or to compensate Lessor for any loss or damage suffered by Lessee’s Default.  Within five (5) days after written notification by Lessor, Lessee will restore the Security Deposit to the full amount required under this Lease.

6.02   Within ten (10) days after written request from Lessor, Lessee shall deliver to Lessor such financial statements as Lessor reasonably requests regarding Lessee or any assignee, subtenant, or guarantor of Lessee; if and so long as Lessee is a public reporting company, any such request may be satisfied by directing Lessor to publicly filed financial statements.  Lessee represents and warrants to Lessor that each financial statement is a true and accurate statement.  Lessor shall use such statements only for valid business purposes.  Lessor shall have the right to make such financial statements and the other contents of its files available to law enforcement or other governmental agencies upon request.

7.   Use of Premises

7.01   The Premises will be used and occupied only for Lessee’s Permitted Use.  Lessee will, at its sole expense, comply with all conditions and covenants of this Lease, and all applicable Laws.  Lessee will not use or permit the use of the Premises, the Project or any part thereof, in a manner that is unlawful, diminishes the appearance or aesthetic quality of any part of the Project, creates waste or a nuisance, or causes damage to the Project (ordinary wear and tear excepted).  Lessee shall not permit any objectionable or unpleasant odors, smoke, dust, gas, noise or vibrations to emanate from the Premises nor take or permit any other action in the Premises that would endanger, annoy, or interfere with the operations of, Lessor or any other occupant of the Project.  Lessee shall obtain, at its sole expense, any permit or other governmental authorization required to operate its business from the Premises.  Any animals, excepting guide dogs, on or about the Property or any part thereof are expressly prohibited.

8.   Parking

9.   Utilities and Services

9.01   Subject to the other provisions of this Lease, the following services are provided.

9.02   Lessor will not be liable or deemed in Lessor Default, nor will there be any abatement of rent or right to terminate this Lease, for (a) any interruption or reduction of utilities, utility services or telecommunication services, (b) any telecommunications or other company (whether selected by Lessor or Lessee) failing to provide such utilities or services or providing the same defectively, and/or (c) any utility interruption in the nature of blackouts, brownouts, or rolling interruptions.  Lessee agrees to comply with any energy conservation programs required by law or implemented by Lessor.  Lessee acknowledges that utility and service costs and availability may fluctuate significantly, due to power shortages or other events and factors, and Lessee accepts the risks of such fluctuations.  Lessor reserves the right, in its sole discretion, to designate, at any time, the utility and service providers for Lessee’s use within the Property; no such designation shall impose liability upon Lessor.

9.03   Lessee has satisfied itself as to the adequacy of any Lessor owned utility equipment and the quantity of telephone lines and other service connections to the Building available for Lessee’s use.

10.   Lessee Alterations and Liens

10.01   [Omitted.]

10.02   The following provisions apply to “Lessee Alterations” which means and includes (a) any alterations or improvements to the Premises undertaken by Lessee (other than nonstructural installation of equipment or trade fixtures), (b) any utility installations at the Premises undertaken by Lessee, and (c) any repair, restoration, replacement, or maintenance work at the Premises undertaken by Lessee whether or not Lessee is required to undertake such work pursuant to this Lease.  Except in the event of an emergency, Lessee shall not commence any Lessee Alteration without first obtaining the prior written consent of Lessor in each instance which consent shall not be unreasonably withheld, delayed or conditioned.  Lessee shall submit such information regarding the intended Lessee Alteration as Lessor may reasonably require, and no request for consent shall be deemed complete until such information is delivered.  The following provisions apply to all Lessee Alterations.

(a)   Lessee shall hire a licensed general contractor who, in turn, shall hire only licensed subcontractors.  All work shall be conducted expeditiously and be completed within a reasonable time.

(b)   Lessee shall obtain all required permits and deliver a copy of the same to Lessor.  Lessee shall install all Lessee Alterations in strict compliance with all permits, any plans approved by Lessor, and all reasonable conditions to Lessor’s approval.

(c)   Unless Lessor elects otherwise in its applicable prior written consent, Lessee shall remove each Lessee Alteration at the end of this Lease or Lessee’s right of possession and restore the Premises to its prior condition, all at Lessee’s expense.

(d)   Lessee shall deliver to Lessor, within ten (10) days following installation of each Lessee Alteration, (w) accurate, reproducible as-built plans, (x) proof of final inspection and approval by all governmental authorities if applicable, (y) complete lien waivers for all costs of the Lessee Alteration, and (z) a copy of a recorded notice of completion.

10.03   Lessor shall have the right to inspect all Lessee Alterations.  Lessee shall pay to Lessor a fee equal to five percent (5%) of total project cost to compensate Lessor for review of plans, inspection of work, and other activities regarding any Lessee Alterations.  Approval of any plans or inspection of any work is for the sole benefit of Lessor and is not a representation by Lessor that any work is suitable or complies with applicable requirements.  Lessor’s approval of any Lessee Alterations and/or Lessor’s approval or designation of any general contractor, subcontractor, supplier or other project participant will not create any liability whatsoever on the part of Lessor.

10.04   Lessee shall pay all costs of Lessee Alterations as and when due.  Lessee shall not allow any lien to be filed.  Lessee shall obtain advance lien waivers and third-party beneficiary agreements from all contractors, subcontractors, suppliers, and others providing equipment, labor, materials, or services, in the form required by Lessor.  If any lien is filed, then, without waiver of any other right or remedy, Lessor shall have the right to cause such lien to be removed by any means allowed by law, including bond, deposit, and/or payment of the underlying claim.  All sums expended by Lessor in connection with such lien and/or its removal, including attorney fees, shall be immediately due from Lessee to Lessor, together with interest at the rate of twelve percent (12%) per annum.

10.05   All Lessee Alterations are part of the realty and belong to Lessor.  Lessee shall be solely responsible to insure all Lessee Alterations and to restore the same following any casualty.  As a condition of Lessor consenting to any Lessee Alterations, Lessor reserves the right, at any time:  (i) to require Lessee to pay an amount determined by Lessor to cover the costs of demolishing part or all of any Lessee Alterations and/or the cost of returning the Premises to their condition before any such work commenced (normal wear and tear excepted); and/or (ii) to elect to make Lessee the owner of all or any specified part of the Lessee Alterations and/or to require Lessee, upon termination of this Lease, to remove none, all, or part of the same at its sole cost and expense.  The provisions of this Paragraph shall survive the termination of this Lease.

10.06   Notwithstanding any other provision of this Lease, Lessee shall remove, at or prior to the expiration or termination of this Lease, at its expense, all wiring and cabling installed at the Premises which shall have been installed by Lessee or which Lessor shall have installed pursuant to this Lease or at the request of Lessee.  Such wiring and cabling shall include but not be limited to (a) wiring and cabling above the ceiling panels, behind or within walls, and under or within floors, (b) wiring and cabling for voice, data, security or other purposes, (c) wiring and cabling installed pursuant to this Paragraph 10, pursuant to Exhibit B, or otherwise, and (d) all related installations, equipment and items whatsoever.

11.   Repairs

11.01   Subject to Paragraph 11.02 below , Lessee shall, at all times and at its sole cost and expense, keep all parts of the Premises (including Lessee Improvements) in good order, and in a neat, clean and safe condition.  If Lessee does not perform required maintenance, Lessor shall have the right, without waiver of Default nor of any other right or remedy, to perform such obligations of Lessee on Lessee’s behalf, and Lessee will reimburse Lessor for any costs incurred immediately upon demand.

11.02   Lessor shall perform or cause to be performed all repairs required in the Premises, Building and common areas of the Project.  All costs incurred by Lessor in making such repairs shall be Operating Expenses; provided, Lessee shall reimburse Lessor for 100% of any such costs incurred by Lessor (a) due to the act or omission of Lessee (including but not limited to clogging of plumbing, stain removal, and repair of damage to the Premises beyond ordinary wear and tear), or (b) for repairs or maintenance in excess of or other than routine Building standard repairs and maintenance as determined by Lessor in its sole discretion (for example, repair, replacement, inspection, servicing or maintenance of any above standard dedicated HVAC unit, repair of built-in appliances, or periodic replacing of above standard light bulbs).

12.   Insurance

12.01   Lessee will not do or permit anything to be done within or about the Premises or the Project which will increase the existing rate of any insurance on any portion of the Project without separately reimbursing Lesser for such increase, and shall not cause the cancellation of any insurance policy covering any portion of the Project.  Lessee will, at its sole cost and expense, comply with any requirements of any insurer of Lessor.

12.02   Lessee agrees to maintain policies of insurance described in this Paragraph.  Lessor reserves the right, from time to time, to require additional coverages if reasonable and if available at commercially reasonable rates (including, for example, flood insurance, if the Premises is located in a flood hazard zone), and/or to require higher amounts of coverages.  No insurance policy of Lessee shall have a deductible greater than $25,000.

(a)           Workers’ Compensation                                                                   Statutory Requirements

Employer’s Liability                                                                           Not less than $1,000,000.00

12.03   Lessee will name Lessor (and, at Lessor’s request, any mortgagee) and Lessor’s agents as additional insureds on all insurance policies required of Lessee under this Lease, other than Worker’s Compensation, Employer’s Liability, Automobile Liability, and Fire and Extended coverage (except on Lessee Alterations to the Premises for which Lessor shall be named an additional insured) insuring Lessor and such other additional insureds regardless of any defenses the insurer may have against Lessee and regardless of whether the subject claim is also made against Lessee.  All insurance policies carried by Lessee will permit the insured, prior to any loss, to agree with a third party to waive any claim it might have against said third party without invalidating the coverage under the insurance policy, and will release Lessor (and Lessor’s affiliates and subsidiaries, and all officers, partners, directors, and employees of Lessor and/or of any such subsidiary or affiliate), from any claims for damage to any person, to the Project of which the Premises are a part, any existing improvements, Lessee Alterations to the Premises, and to any furniture, fixtures, equipment, installations and any other personal property of Lessee caused by or resulting from, risks which are to be insured against by Lessee under this Lease, regardless of cause.

12.04   Lessee will deliver to Lessor (and, at Lessor’s request, to any mortgagee or to any other third party), simultaneously with its execution of this Lease and thereafter at least thirty (30) days prior to expiration, cancellation or change in insurance, certificates of insurance evidencing, at a minimum, the coverage specified in Paragraph 12.02.  All such certificates shall be in form and substance reasonably satisfactory to Lessor, shall affirmatively demonstrate all coverages and requirements set forth in this Lease, shall contain no disclaimers of coverage, and shall include a firm and unconditional obligation to give to Lessor at least ten (10) days’ prior written notice prior to cancellation or change in any coverage.  All insurance required hereunder will be with companies licensed and authorized to do business in the state in which the Property is located and holding a “General Policyholders Rating” of “A VIII” or better, as set forth in the most current Best’s Insurance Guide .

12.05   Lessor will secure and maintain insurance coverage in such limits as Lessor may deem reasonable in its sole judgment to afford Lessor adequate protection.  The premiums for commercia