OFFICE LEASE AGREEMENT

Exhibit 10.12

OFFICE LEASE AGREEMENT

Between

Landlord: MILLBROOK IV LLC,
an Illinois limited liability company

and

Tenant: ALMA LASERS, INC.,
a Delaware corporation

Dated: December 7, 2006

TABLE OF CONTENTS

LEASE AGREEMENT

						Page
A.				PREMISES/TERM/POSSESSION		1
		1.		P remises		1
		2.		L ease T erm		1
		3.		L andlord’s F ailure to G ive P ossession		1
		4.		Q uiet E njoyment		1
B.				RENT/PAYMENT/SECURITY DEPOSIT		2
		5.		N et R ent		2
		6.		R ent P ayment ; F ree N et R ent P eriod		2
		7.		O perating E xpenses /T axes		3
		8.		L ate C harge		6
		9.		P artial P ayment		7
		10.		S ecurity D eposit /L etter of C redit		7
C.				USE/LAWS/RULES		9
		11.		U se of P remises		9
		12.		C ompliance with L aws		10
		13.		W aste D isposal		11
		14.		R ules and R egulations		11
D.				SERVICES/TENANT BUILDOUT		11
		15.		S ervices		11
		16.		T elephone and D ata E quipment		13
		17.		S igns		14
		18.		P arking		14
		19.		[I ntentionally O mitted ]		14
		20.		T enant C onstruction		15
		21.		F orce M ajeure		15
E.				REPAIRS/ALTERATIONS/CASUALTY/CONDEMNATION		15
		22.		R epairs B y L andlord		15
		23.		R epairs B y T enant		16
		24.		A lterations and I mprovements /L iens		16
		25.		D estruction or D amage		17
		26.		E minent D omain		18
		27.		D amage or T heft of P ersonal P roperty		19
F.				INSURANCE/INDEMNITIES/WAIVER/ESTOPPEL		19
		28.		I nsurance; W aivers		19
		29.		I ndemnities		21
		30.		A cceptance and W aiver		22
		31.		E stoppel		22
G.				DEFAULT/REMEDIES/SURRENDER/HOLDING OVER		22
		32.		N otices		22
		33.		A bandonment of P remises		23
		34.		D efault		23
		35.		L andlord’s R emedies		23
		36.		S ervice of N otice		24

						Page
		37.		A dvertising		24
		38.		S urrender of P remises		25
		39.		[I ntentionally O mitted ]		25
		40.		R emoval of F ixtures		25
		41.		H olding O ver		25
		42.		A ttorney’s F ees		26
		43.		M ortgagee’s Rights		26
H.				LANDLORD ENTRY/RELOCATION/ASSIGNMENT AND SUBLETTING		27
		44.		Entering Premises		27
		45.		Relocation		27
		46.		Assignment and Subletting		28
I.				SALE OF BUILDING; LIMITATION OF LIABILITY		30
		47.		Sale		30
		48.		Limitation of Liability		30
J.				BROKERS/CONSTRUCTION/AUTHORITY		30
		49.		Broker Disclosure		30
		50.		Definitions		30
		51.		Construction of this Agreement		30
		52.		No Estate I n Land		31
		53.		Paragraph Titles; Severability		31
		54.		Cumulative Rights		31
		55.		Waiver of Jury Trial		31
		56.		Entire Agreement		31
		57.		Submission of Agreement		31
		58.		Authority		31
		59.		Guaranty		32
K.				SPECIAL STIPULATIONS		32
		60.		Special Stipulations		32
		61.		OFAC and Anti-Money Laundering Compliance Certifications		32
				LIST OF EXHIBITS
A				Plan of Premises
B				Work Letter
C				Substantial Completion/Acceptance Letter
D				Rules and Regulations
E				HVAC Specifications
F				Special Stipulations (if applicable)
G				Reserved Spaces
H				Plan of ROFO Space
I				Existing Furniture
J				Form of Letter of Credit

BASIC LEASE PROVISIONS

     The following sets forth some of the Basic Provisions of the Lease. In the event of any conflict between the terms of these Basic Lease Provisions and the referenced Sections of the Lease, the referenced Sections of the Lease shall control. In addition to the following Basic Lease Provisions, all of the other terms and conditions and sections of the Office Lease Agreement hereinafter set forth are hereby incorporated as an integral part of this Summary.

1.		Building (See Section 1):		485 Half Day Road
				Buffalo Grove, Illinois 60089
2.		Premises (See Section 1):
		Suite:		Suites 100 and 102
		Floor:		First (1st) floor
		Rentable Square Feet:		Approximately 12,579 rentable square feet
3.		Term (See Section 2):		One hundred twenty (120) full calendar months
4.		Net Rent (See Section 5):

		Rate Per		Annual		Monthly
Period		Sq. Ft.		Net Rent		Installment
Lease Year 1 *		$14.50		$182,395.50		$15,199.63
Lease Year 2		$14.94		$187,930.26		$15,660.86
Lease Year 3		$15.38		$193,465.02		$16,122.09
Lease Year 4		$15.84		$199,251.36		$16,604.28
Lease Year 5		$16.32		$205,289.28		$17,107.44
Lease Year 6		$16.81		$211,452.99		$17,621.08
Lease Year 7		$17.31		$217,742.49		$18,145.21
Lease Year 8		$17.83		$224,283.57		$18,690.30
Lease Year 9		$18.37		$231,076.23		$19,256.35
Lease Year 10		$18.92		$237,994.68		$19,832.89

5.		Rent Payment Address (See Section 5):
		Millbrook IV LLC
		c/o Millbrook Properties LLC
		485 Half Day Road, Suite 220
		Buffalo Grove, Illinois 60089
6.		Tenant’s Share (See Section 7):		9.36 % (based on 134,430 rentable square feet in the Building)
7.		Security Deposit/Letter of Credit
		(See Section 10):		$50,316.01 Security Deposit, plus $125,000.00 Letter of Credit, subject in each case to Section 10 hereof
8.		Parking Spaces (See Section 18):		Six (6) covered reserved spaces
9.		Tenant Improvement Allowance
		(See Section 20):		N/A
10.		Tenant’s Liability Insurance
		(See Section 28):		$3,000,000.00 umbrella coverage
11.		Tenant’s Broker (See Section 49):		J.F. McKinney & Associates, Ltd.
12.		Notice Address (See Section 32):

Landlord:		Tenant:
Millbrook IV LLC		Alma Lasers, Inc.
c/o Millbrook Properties LLC		485 Half Day Road
485 Half Day Road, Suite 220		Suites 100 and 102
Buffalo Grove, Illinois 60089		Buffalo Grove, Illinois 60089
Attn: Property Manager		Attn: Office Manager
With a copy to:		With a copy to:
Quarles & Brady LLP		Foley & Lardner LLP
500 West Madison Street		777 East Wisconsin Avenue
Suite 3700		Milwaukee, Wisconsin 53202
Chicago, Illinois 60661		Attn: Sarah O. Jelencic, Esq.
Attn: Mark J. Home, Esq.

		Prior to Commencement Date:
		Alma Lasers, Inc.
		6555 Northwest 9th Avenue
		Suite 303
		Ft. Lauderdale, Florida 33309
		Attn: Miriam Freyer

13.            Guarantor (See Section 59):            N/A

[SIGNATURE PAGE TO FOLLOW]

     IN WITNESS WHEREOF, Landlord and Tenant have executed this instrument as of the date set forth on the first page hereof.

LANDLORD:

MILLBROOK IV LLC, an
Illinois limited liability company

By:		Millbrook Properties LLC, Inc., an Illinois limited liability company, its Managing Agent
		By: Name:		/s/ Harvey L. Miller   Harvey L. Miller
		Title:		Managing Partner

TENANT:

ALMA LASERS, INC., a
Delaware corporation

By: Name:		/s/ Howard V. Kelly   Howard V. Kelly
Title:		ALMA LASERS LTD

OFFICE LEASE AGREEMENT

     THIS OFFICE LEASE AGREEMENT (hereinafter called the “ Lease ”) is made and entered into as of the date appearing on the first page hereof by and between the Landlord and Tenant identified above.

     1.  Premises . Landlord does hereby rent and lease to Tenant and Tenant does hereby rent and lease from Landlord, for general office purposes of a type customary for first-class office buildings, the Premises located in the Building identified in the Basic Lease Provisions, situated on the real property described therein (the “ Property ”), which Premises are further shown and depicted on Exhibit A-1 attached hereto and made a part hereof. The Premises shall be prepared for Tenant’s occupancy in the manner and subject to the provisions of Exhibit B attached hereto and made a part hereof. As used in this Lease, “rentable square feet” shall be determined in accordance with the ANSI/BOMA Z65.1-1996 standard promulgated by the Building Owners and Managers Association. Landlord and Tenant agree that the number of rentable square feet described in Paragraph 2 of the Basic Lease Provisions has been confirmed and conclusively agreed upon by the parties. No easement for light, air or view is granted hereunder or included within or appurtenant to the Premises.

     2.  Lease Term . Tenant shall have and hold the Premises for the term (“ Term ”) identified in the Basic Lease Provisions commencing on the date (the “ Commencement Date ”) which is the earlier of (i) five (5) days after the date on which Landlord notifies Tenant that the Premises are substantially complete (or would have been substantially complete but for any delays caused by Tenant, its agents and employees), or (ii) the date Tenant first occupies all or any portion of the Premises for the conduct of its business, and shall terminate at midnight on the last day of the one hundred twentieth (120th) full calendar month following the Commencement Date (the “ Expiration Date ”), unless sooner terminated or extended as hereinafter provided. Promptly following the Commencement Date, Landlord and Tenant shall enter into a letter agreement in the form attached hereto as Exhibit C , specifying and/or confirming the Commencement Date and the Expiration Date (and the number of rentable square feet contained within the Premises and the amount of Net Rent payable hereunder for each Lease Year (as defined in Section 5 below), if such numbers as finally determined differ from those set forth in the Basic Lease Provisions).

     3.  Landlord’s Failure to Give Possession . Landlord shall not be liable for damages to Tenant for failure to deliver possession of the Premises to Tenant if such failure is due to any previous tenant’s failure to vacate the Premises, except that the commencement of the Term shall be delayed until Landlord delivers possession of the Premises to Tenant (so long as Tenant is not responsible for such failure or delay). Landlord will use all commercially reasonable efforts to deliver possession of the Premises to Tenant by the Commencement Date of the Term.

     4.  Quiet Enjoyment . So long as Tenant is not then in default beyond any applicable notice and cure period hereunder, Tenant shall peaceably and quietly have, hold and enjoy the Premises during the Term hereof as against Landlord and anyone claiming by, through,

or under Landlord, subject in all events to the terms and provisions of this Lease. Landlord shall not be responsible for the acts or omissions of any other tenant (provided, upon written notice from Tenant, Landlord shall use commercially reasonable efforts to cause any other tenant of the Building who is materially and adversely interfering with Tenant’s use and enjoyment of the Premises to cease such interference), Tenant, or third party not within Landlord’s control that may interfere with Tenant’s use and enjoyment of the Premises.

B. Rent/Payment / Security Deposit.

     5.  Net Rent . Tenant shall pay to Landlord, at the address stated in the Basic Lease Provisions or at such other place as Landlord shall designate in writing to Tenant, annual net rent (“ Net Rent ”) in the amounts set forth in the Basic Lease Provisions. The term “ Lease Year ”, as used in the Basic Lease Provisions and throughout this Lease, shall mean each and every consecutive twelve (12) month period during the Term of this Lease, with the first such twelve (12) month period commencing on the Commencement Date; provided, however, if the Commencement Date occurs other than on the first day of a calendar month, the first Lease Year shall be that partial month plus the first full twelve (12) months thereafter.

     6.  Rent Payment; Free Net Rent Period .

          (a) The Net Rent for each Lease Year shall be payable in equal monthly installments, due on the first day of each calendar month, in advance, in legal tender of the United States of America, without abatement, demand, deduction or offset whatsoever, except as may be expressly provided in this Lease. One full monthly installment of Net Rent shall be due and payable on the date of execution of this Lease by Tenant and shall be applied to the first monthly installment of Net Rent coming due and payable following expiration of the Free Rent Period, and a like monthly installment of Net Rent shall be due and payable on or before the first day of each calendar month thereafter during the Term hereof (provided, that if the Free Rent Period should end on a day other than the first day of a calendar month, the monthly Net Rent installment paid on the date of execution of this Lease by Tenant shall be prorated to that partial calendar month, and the excess shall be applied as a credit against the next monthly Net Rent installment). Tenant shall pay, as Additional Rent (as hereinafter defined), all other sums due from Tenant under this Lease (the term “ Rent ”, as used herein, means all Net Rent, Additional Rent and all other amounts payable hereunder from Tenant to Landlord).

          (b) Notwithstanding anything to the contrary contained herein and solely as a concession to enter into this Lease, Tenant’s obligations for Net Rent only (and specifically excluding Tenant’s obligations for Additional Rent and other sums due and payable hereunder) shall be abated in full for the period commencing on the Commencement Date and ending on the three hundred sixty-fifth (365th) day thereafter (the “ Free Net Rent Period ”); provided, if Tenant shall be in default beyond any applicable notice and cure period under any of the terms or provisions of this Lease at any time during the Free Net Rent Period, Tenant shall not be entitled to that portion of the Free Net Rent Period accruing from and after the date of such default, and Tenant shall thereafter become obligated to pay all Net Rent which would otherwise have been abated hereunder as and when the same becomes due and payable under this Lease.

     7.  Operating Expenses / Taxes .

          (a) Tenant agrees to reimburse Landlord throughout the Term, as additional rent (the “ Additional Rent ”) hereunder, for Tenant’s Share (as defined below) of: (i) the annual Operating Expenses (as defined below); and (ii) the annual Taxes (as defined below). The term “ Tenant‘s Share ” as used in this Lease shall mean the percentage determined by dividing the rentable square footage of the Premises by the rentable square footage of the Building. Landlord and Tenant hereby agree that Tenant ‘s Share with respect to the Premises initially demised by this Lease is the percentage amount set forth in the Basic Lease Provisions. Tenant’s Share of Operating Expenses and Taxes for any calendar year shall be appropriately prorated for any partial year occurring during the Term.

          (b) “ Operating Expenses ” shall mean all of those expenses of operating, servicing, managing, maintaining and repairing the Property, Building, and all parking areas and all related common areas. Operating Expenses shall include, without limitation, the following: (1) insurance premiums and deductible amounts, including, without limitation, for commercial general liability, “all risks” property, rent loss and other coverages carried by Landlord on the Building and Property; (2) all costs related to the providing of water, heating, lighting, ventilation, sanitary sewer, air conditioning and other utilities in the Building, but specifically excluding those utility charges actually paid separately by Tenant or any other tenants of the Building; (3) janitorial and maintenance expenses, including: (a) janitorial services and janitorial supplies and other materials used in the operation and maintenance of the Building; and (b) the cost of maintenance and service agreements on equipment, window cleaning, grounds maintenance, pest control, access control services, trash and snow removal, and other similar services or agreements; (4) management fees (or a charge equal to fair market management fees if Landlord provides its own management services), which management fees shall not exceed four percent (4%) of gross rentals attributable to the Building, and the market rental value of a reasonably-sized management office; (5) the costs, including interest, amortized over the applicable useful life, of any capital improvement made to the Building by or on behalf of Landlord which is required under any governmental law or regulation (or any judicial interpretation thereof) that was not applicable to the Building as of the date of this Lease, and of the acquisition and installation of any device or equipment designed to improve the operating efficiency of any system within the Building which is reasonably intended to reduce Operating Expenses or which is acquired to improve the safety of the Building or Property; (6) all services, supplies, repairs, replacements or other expenses directly and reasonably associated with servicing, maintaining, managing and operating the Building, including, but not limited to the lobby, vehicular and pedestrian traffic areas and other common use areas; (7) wages and salaries of Landlord’s employees attributable to the Building or the Property (not above the level of Building or Property Manager or whatever title represents the on-site management representative primarily responsible for management of the Building) engaged in the maintenance, operation, repair and services of the Building, including taxes, insurance and customary fringe benefits; (8) legal and accounting costs (but not including legal costs incurred in collecting delinquent rent from any occupants of the Property); (9) costs to maintain and repair the Building and Property (except for those maintenance and repair obligations which are the express obligation of tenants of the Building or the Property under such tenant’s respective leases); (10) landscaping and security costs attributable to the Building or the Property unless Landlord hires a third party to provide such services pursuant to a service contract and the cost of that service contract is

already included in Operating Expenses as described above; (11) if the Building is part of a multi-building project, the Building’s allocated share (as reasonably determined by Landlord) of those expenses incurred on a project-wide basis benefiting the Building and/or Property including, without limitation, costs in connection with (i) landscaping, (ii) utility and road repairs, (iii) security, and (iv) signage installation, replacement and repair; (12) business park dues and assessments paid to Millbrook Business Center Association (the “ Association ”); and (13) costs and expenses relating to the food service and cafeteria operations at the Property in effect from time to time.

          Operating Expenses shall specifically further exclude, however, the following: (i) costs of alterations of tenant spaces (including all tenant improvements to such spaces); (ii) costs of capital improvements, except as provided in clause (5) of the preceding paragraph; (iii) depreciation, interest and principal payments on mortgages, and other debt costs, if any; (iv) real estate brokers’ leasing commissions or compensation and advertising and other marketing expenses; (v) payments to affiliates of the Landlord for goods and/or services in excess of what would be paid to non-affiliated parties for such goods and/or services in an arm’s length transaction; (vi) costs or other services or work performed for the singular benefit of another tenant or occupant (other than for common areas of the Building); (vii) legal, space planning, construction, and other expenses incurred in procuring tenants for the Building or renewing or amending leases with existing tenants or occupants of the Building; (viii) costs of advertising and public relations and promotional costs and attorneys’ fees associated with the leasing of the Building; (ix) any expense for which Landlord actually receives reimbursement from insurance, condemnation awards, other tenants or any other source; (x) costs incurred in connection with the sale, financing, refinancing, mortgaging, or other change of ownership of the Building; (xi) all expenses in connection with the installation, operation and maintenance of any observatory, broadcasting facilities, athletic or recreation club, or other facility not generally available to all office tenants of the Building, including Tenant; (xii) Taxes; and (xiii) rental under any ground or underlying lease or leases.

          (c) “ Taxes ” shall mean all taxes and assessments of every kind and nature which Landlord shall become obligated to pay with respect to each calendar year of the Term or portion thereof because of or in any way connected with the ownership, leasing, and operation of the Building and the Property, subject to the following: (i) the amount of ad valorem real and personal property taxes against Landlord’s real and personal property to be included in Taxes shall be the amount required to be paid for any calendar year, notwithstanding that such Taxes are assessed for a different calendar year (the amount of any tax refunds received by Landlord during the Term of this Lease shall be deducted from Taxes for the calendar year to which such refunds are attributable); (ii) the amount of special taxes and special assessments to be included shall be limited to the amount of the installments (plus any interest, other than penalty interest, payable thereon) of such special tax or special assessment payable for the calendar year in respect of which Taxes are being determined; (iii) the amount of any tax or excise levied by the State or the City where the Building is located, any political subdivision of either, or any other taxing body, on rents or other income from the Property (or the value of the leases thereon) shall be included, but only to the extent that such tax or excise is in lieu of ad valorem real property taxes and not in lieu of income or other taxes expressly excluded under the subsection (iv) hereof; (iv) there shall be excluded from Taxes all income, excess profit, franchise, capital stock, gross receipts, and inheritance or estate taxes; and (v) Taxes shall also include Landlord’s

reasonable costs and expenses (including reasonable attorneys’ fees) in contesting or attempting to reduce any Taxes assessed for a different calendar year, but only to the extent of any reduction in such Taxes. Landlord agrees to consult with a real estate tax consultant or advisor engaged by it from time to time and in the exercise of reasonable and prudent ownership judgment contest any unreasonable tax assessment to the extent such tax counsel advises Landlord that a reasonable basis exists therefor. For purposes hereof, Taxes for any calendar year shall be the Taxes that are paid in such calendar year, rather than Taxes that are assessed, become a lien, or otherwise accrue during such calendar year, and Landlord shall, to the extent consistent with applicable Law and permitted without penalty or interest, elect to pay all such Taxes by the installment method over the longest period available, and Tenant shall be liable only for those Taxes paid during any Lease Year of the Term hereof.

          (d) Landlord shall, on or before the Commencement Date and as soon as reasonably possible after the commencement of each calendar year thereafter, provide Tenant with a statement of the estimated monthly installments of Tenant’s Share of Operating Expenses and Taxes which will be due for the remainder of the calendar year in which the Commencement Date occurs or for the next ensuing calendar year, as the case may be. Landlord agrees to keep books and records showing the Operating Expenses in accordance with generally accepted accounting principles (as modified for office buildings in a manner comparable to other similar buildings in the commercial area where the Building is located) and practices consistently maintained on a year-to-year basis in compliance with such provisions of this Lease as may affect such accounts for a period of three (3) years, and Landlord shall deliver to Tenant within one hundred twenty (120) days after the close of each calendar year (subject to any delays beyond the reasonable control of Landlord to prevent) (including the calendar year in which this Lease terminates), a statement (“ Landlord’s Statement ”) containing the following: (1) a statement that the books and records covering the operation of the Building have been maintained in accordance with the requirements in this subparagraph (e); (2) the amount of the Operating Expenses for such calendar year; and (3) the amount of the Taxes for such calendar year. Tenant or its representative (so long as such representative is not engaged by Tenant on a contingent fee basis, and so long as both Tenant and such representative execute a confidentiality agreement reasonably satisfactory to Landlord) shall have the right, at Tenant’s sole cost and expense, to examine copies of Landlord’s books and records relative to Operating Expenses and Taxes during normal business hours at any time within one hundred twenty (120) days following the furnishing by Landlord to Tenant of Landlord’s Statement. Unless Tenant shall, by notice to Landlord, take exception to any item in Landlord’s Statement within such 120-day period, such Landlord’s Statement shall be conclusively binding upon Tenant and shall not be contestable by Tenant thereafter, except as expressly provided to the contrary herein. Any amount shown by Landlord’s Statement to be due to Landlord, whether or not written exception is taken thereto, shall be paid by Tenant as provided below, without prejudice to any such written exception. If Tenant timely gives notice of such exception, any charges disclosed by Landlord’s Statement which Landlord agrees are irregular or improper shall be promptly corrected by Landlord and Tenant shall receive a credit (subject, however to Landlord’s right to offset such amount by any Rent then due and owing from Tenant to Landlord under this Lease) for any overpayments made by Tenant as a result of such irregularities or improper charges. To the extent Landlord and Tenant fail to agree, a statement as to the proper amount of Tenant’s Share of Operating Expenses or Taxes (the “ Confirmation ”) shall, as promptly as reasonably possible, be given by such independent certified public accounting firm as is mutually and reasonably satisfactory to Landlord and

Tenant, which Confirmation shall be final, binding, and conclusive upon Landlord and Tenant. Tenant agrees to pay the cost of such Confirmation unless it is determined that Landlord’s original determination of the actual (as distinguished from the estimated) amount of Tenant’s Share of Operating Expenses and Taxes was in error by more than five percent (5%), in which case Landlord shall pay the cost of such Confirmation.

               (i) Tenant shall pay to Landlord, together with its monthly payment of Net Rent as provided in Section 5 above, as Additional Rent hereunder, the estimated monthly installment of Tenant’s Share of the Operating Expenses and Taxes for the calendar year in question. At the end of any calendar year, if Tenant has paid to Landlord an amount in excess of Tenant’s Share of Operating Expenses and Taxes for such calendar year, Landlord shall reimburse to Tenant any such excess amount (or shall apply any such excess amount to any Rent then due and owing to Landlord hereunder, if any, at the option of Landlord). At the end of any calendar year if Tenant has paid to Landlord less than Tenant’s Share of Operating Expenses and Taxes for such calendar year, Tenant shall pay to Landlord any such deficiency within thirty (30) days after Tenant receives the annual statement.

               (ii) For the calendar year in which this Lease terminates and is not extended or renewed, the provisions of this Section shall apply, but Tenant’s Share for such calendar year shall be subject to a pro rata adjustment to include only the number of days prior to the expiration of the Term of this Lease. Tenant shall make monthly estimated payments of the pro rata portion of Tenant’s Share for such calendar year (in the manner provided above) until this Lease expires or is otherwise terminated, and when the actual prorated Tenant’s Share for such calendar year is determined, Landlord shall send Landlord’s Statement to Tenant for such year and if such Statement reveals that Tenant’s estimated payments for the prorated Tenant’s Share for such calendar year exceeded the actual prorated Tenant’s Share for such calendar year, Landlord shall include a refund for that amount along with Landlords’ Statement (subject to offset in the event Tenant is in default hereunder). If Landlord’s Statement reveals that Tenant’s estimated payments for the prorated Tenant’s Share for such calendar year were less than the actual prorated Tenant’s Share for such calendar year, Tenant shall pay the shortfall to Landlord within thirty (30) days after the date of receipt of Landlord’s Statement.

               (iii) If the Building is less than ninety-five percent (95%) occupied throughout any calendar year of the Term, then the actual Operating Expenses for the calendar year in question which vary with occupancy levels in the Building shall be increased to the amount of Operating Expenses which Landlord reasonably determines would have been incurred during that calendar year if the Building had been at least 95% occupied throughout such calendar year; provided, in no event shall Landlord collect and retain from tenants of the Building with respect to any calendar year more than one hundred percent (100%) of the actual Operating Expenses attributable to the Building for such calendar year.

     8.  Late Charge . Other remedies for non-payment of Rent notwithstanding, if any monthly installment of Net Rent or Additional Rent is not received by Landlord on or before the date due (or within five (5) days following the due date in the case of the first such failure in any consecutive twelve (12) month period only), or if any payment due Landlord by Tenant which does not have a scheduled due date is not received by Landlord on or before the thirtieth (30th) day following the date Tenant was invoiced, a late charge of five percent (5%) of such past due

amount shall be immediately due and payable as Additional Rent, and interest shall accrue on all delinquent amounts (or within five (5) days following the due date in the case of the first such failure in any consecutive twelve (12) month period only) from the date past due until paid at the lower of (i) twelve percent (12%) per annum, or (ii) the highest rate permitted by applicable law from the date such payment is due until paid.

     9.  Partial Payment . No payment by Tenant or acceptance by Landlord of an amount less than the Rent herein stipulated shall be deemed a waiver of any other Rent due. No partial payment or endorsement on any check or any letter accompanying such payment of Rent shall be deemed an accord and satisfaction, but Landlord may accept such payment without prejudice to Landlord’s right to collect the balance of any Rent due under the terms of this Lease or any late charge assessed against Tenant hereunder.

     10.  Security Deposit/Letter of Credit .

          (a) Tenant has upon execution of this Lease deposited with Landlord security for the full and faithful performance of every term, covenant, and condition of this Lease on the part of Tenant to be observed and performed in the initial amount of Fifty Thousand Three Hundred Sixteen and 01/100 Dollars ($50,316.01) (the “ Security Deposit ”). If Tenant defaults with respect to any provision of this Lease, and such default continues beyond any applicable notice and cure period hereunder, Landlord may use all or any part of this Security Deposit for the payment of any Rent and any other sum due or in default, or for 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 loss or damage which Landlord may suffer by reason of Tenant’s default. If any portion of such Security Deposit is to be used, Tenant shall, within five (5) days after written demand therefor, deposit cash with Landlord in an amount sufficient to restore the Security Deposit to its original amount, and Tenant’s failure to do so shall be a material breach of this Lease. Landlord shall not be required to keep this Security Deposit separate from its general funds and Tenant shall not be entitled to interest on such Security Deposit. Said Security Deposit shall not be deemed an advance payment of Rent or a measure of Landlord’s damages for any default hereunder by Tenant.

          (b) In addition to the Security Deposit, Tenant shall deliver to Landlord upon Tenant’s execution and delivery of this Lease an unconditional irrevocable letter of credit in the initial amount of One Hundred Twenty-Five Thousand and No/100 Dollars ($125,000.00) in favor of Landlord from a bank approved by Landlord, substantially in the form of Exhibit J attached hereto and made a part hereof (the “ Letter of Credit ”), which Letter of Credit shall be held by Landlord as additional security for the full and faithful performance by Tenant of each and every term, covenant, and condition of this Lease on the part of Tenant to be observed and performed; provided, so long as Tenant is not then in default beyond any applicable notice and cure period hereunder, and provided further that Landlord has not theretofore drawn upon all or any portion of such Letter of Credit pursuant to this Section 10, the Letter of Credit shall be subject to reduction as follows: (i) to the sum of One Hundred Twelve Thousand Five Hundred and No/100 Dollars ($112,500.00) during Lease Year 2; (ii) to the sum of One Hundred Thousand and No/100 Dollars ($100,000.00) during Lease Year 3; (iii) to the sum of Eighty-Seven Thousand Five Hundred and No/100 Dollars ($87,500.00) during Lease Year 4; and (iv) to the sum of Seventy-Five Thousand and No/100 Dollars ($75,000.00) during Lease Year 5. So

long as Tenant is not then in default beyond any applicable notice and cure period hereunder, and provided further that Landlord has not theretofore drawn upon all or any portion of such Letter of Credit pursuant to this Section 10, Tenant shall not be required to maintain the Letter of Credit from and after the commencement of Lease Year 6. If, at any time during the Term hereof, Tenant shall default in any of its obligations hereunder, and such default continues beyond any applicable notice and cure period hereunder, then in such event Landlord may (but shall not be obligated to) from time to time, and in addition to Landlord’s rights with respect to the Security Deposit, draw down on the Letter of Credit (without prejudice to any other remedy which Landlord may have on account thereof) in an amount reasonably necessary to cure such Tenant default(s), and in such event Tenant shall restore the Letter of Credit to its original amount within five (5) days following Landlord’s demand therefor. The Letter of Credit may be used by Landlord, at its discretion and without limitation, to apply to any amount owing to Landlord hereunder, or to pay the expenses of repairing any damage to the Premises which exists on the day Tenant vacates the Premises, but this right shall not be construed to limit Landlord’s right to recover additional sums from Tenant for damages to the Premises. If, at any time during the Term hereof, Tenant has filed (or there has been filed against Tenant) a petition for bankruptcy protection or other protection from its creditors under any applicable and available Law which has not been dismissed or discharged, including without limitation a general assignment for the benefit of creditors, then Landlord may at once, and without any notice whatsoever to Tenant, be entitled to draw down on the entire amount of the Letter of Credit then available and apply such resulting sums toward the cure of any default by Tenant under this Lease or toward any damages to which Landlord is entitled to pursuant to the terms of this Lease, and retain the resulting balance, if any, as an additional Security Deposit hereunder.

          (c) The Letter of Credit shall provide for an original expiration date not earlier than the last day of the twelfth (12th) full calendar month following the Commencement Date and shall be automatically extended without amendment for additional successive one (1) year periods from the original expiration date or any future expiration date thereof, unless at least sixty (60) days prior to any such expiration date, the issuer thereof sends to Landlord by U.S. certified/registered mail, return receipt requested, or via nationally-recognized commercial overnight delivery service, written advice that the issuer thereof has elected not to consider the Letter of Credit renewed for any such additional one (1) year period. In the event Landlord is so advised that the Letter of Credit will not be renewed, Landlord shall promptly thereafter notify Tenant thereof in writing, and Tenant shall obtain a substitute Letter of Credit from a bank approved by Landlord meeting all of the terms and conditions described in Section 10(b) hereof (the “ Substitute Letter of Credit ”), which Substitute Letter of Credit shall be delivered to Landlord no later than thirty (30) days prior to the expiration date of the Letter of Credit then in effect. In the event Tenant fails to deliver such Substitute Letter of Credit to Landlord at least thirty (30) days prior to the expiration date of the Letter of Credit then in effect, Landlord shall have the right without further notice to Tenant to immediately draw down on the entire amount of the Letter of Credit then available to Landlord, and in such instance Landlord shall retain such resulting sum as an additional Security Deposit hereunder. Landlord shall have the right to use such additional Security Deposit in accordance with the terms and provisions of this Section 10, and Tenant shall remain obligated to replenish such additional Security Deposit in the same manner as required hereunder.

          (d) So long as Tenant is not then in default hereunder and provided further that Tenant shall have vacated and surrendered the Premises in the manner and in the condition required under this Lease, Landlord shall return to Tenant the Security Deposit and the Letter of Credit within forty-five (45) days following the expiration or earlier termination of this Lease (except to the extent that Landlord has drawn upon or against any of the same in accordance with Landlord’s rights hereunder). Upon sale or conveyance of the Building, Landlord may transfer or assign the Security Deposit and/or the Letter of Credit to any new owner of the Building, and upon such transfer, and so long as the new owner assumes Landlord’s obligations under this Lease, all liability of Landlord for the Security Deposit and/or the Letter of Credit shall terminate.

     11.  Use of Premises .

          (a) Tenant shall use and occupy the Premises for general office purposes, including the repair, distribution, receipt, and shipment of laser equipment, of a type customary for office buildings of the same type and quality as the Building and for no other purpose; provided, Tenant shall be responsible for confirming, at Tenant’s sole cost, expense, and risk, that the use of the Premises for the repair, distribution, receipt, and shipment of laser equipment complies with applicable Laws (as hereinafter defined), including without limitation applicable zoning and land use restrictions, and Landlord makes no representation or warranty whatsoever, nor does Landlord assume any liability or responsibility, in connection therewith. The Premises shall not be used for any illegal purpose, nor in violation of any valid regulation of any governmental body, nor in any manner to create any nuisance or trespass, nor in any manner which will void the insurance or increase the rate of insurance on the Premises or the Building, nor in any manner inconsistent with the first-class nature of the Building.

          (b) Except as expressly permitted hereunder, Tenant shall not cause or permit the receipt, storage, use, location or handling on the Property (including the Building and Premises) of any product, material or merchandise which is explosive, highly inflammable, or a “hazardous or toxic material,” as that term is hereafter defined. “Hazardous or toxic material” shall include all materials or substances which have been determined to be hazardous to health or the environment and are regulated or subject to all applicable laws, rules and regulations from time to time, including, without limitation hazardous waste (as defined in the Resource Conservation and Recovery Act); hazardous substances (as defined in the Comprehensive Emergency Response, Compensation and Liability Act, as amended by the Superfund Amendments and Reauthorization Act); gasoline or any other petroleum product or by-product or other hydrocarbon derivative; toxic substances, (as defined by the Toxic Substances Control Act); insecticides, fungicides or rodenticide, (as defined in the Federal Insecticide, Fungicide, and Rodenticide Act); asbestos and radon and substances determined to be hazardous under the Occupational Safety and Health Act or regulations promulgated thereunder. Notwithstanding the foregoing, Tenant shall not be in breach of this provision as a result of the presence in the Premises of reasonable quantities of hazardous or toxic materials which are in compliance with all applicable Laws and are customarily present in general office use (e.g., copying machine chemicals and kitchen cleansers) or used in connection with Tenant’s regular business operations.

          (c) Without limiting in any way Tenant’s obligations under any other provision of this Lease, Tenant and its successors and assigns shall indemnify , protect, defend (with counsel reasonably acceptable to Landlord) and hold Landlord , its partners, officers, directors, shareholders , employees, agents, lenders, contractors , and each of their respective successors and assigns , as well as the Association (collectively, the “ Landlord Indemnified Parties ”) harmless from any and all claims, damages, liabilities, losses, costs and expenses of any nature whatsoever, known or unknown, contingent or otherwise (including, without limitation, attorneys’ fees, litigation, arbitration and administrative proceedings costs, expert and consultant fees and laboratory costs, as well as damages arising out of the diminution in the value of the Premises or any portion thereof, damages for the loss of the Premises , damages arising from any adverse impact on the marketing of space in the Premises , and sums paid in settlement of claims), which arise during or after the Term in whole or in part as a result of the presence or suspected presence of any hazardous or toxic materials, in, on, under , from or about the Premises to the extent attributable to Tenant’s acts or omissions on or about the Premises , except to the extent that such claims, damages, liabilities , losses, costs and expenses arise out of or are caused by the negligence or willful misconduct of any of the Landlord Indemnified Parties. Without limiting in any way Landlord’s obligations under any other provision of this Lease, Landlord and its successors and assigns shall indemnify, protect, defend (with counsel reasonably acceptable to Tenant) and hold Tenant, its partners, officers, directors, shareholders , employees, agents, lenders, contractors , and each of their respective successors and assigns (collectively, the “ Tenant Indemnified Parties ” ) harmless from any and all claims, damages, liabilities , losses, costs and expenses of any nature whatsoever, known or unknown, contingent or otherwise (including, without limitation, attorneys’ fees, litigation, arbitration and administrative proceedings costs, expert and consultant fees and laboratory costs, as well as damages arising out of loss of use of the Premises , and sums paid in settlement of claims), which arise during or after the Term in whole or in part as a result of the presence or suspected presence of any hazardous or toxic materials, in, on, under, from or about the Premises to the extent attributable to Landlord’s acts or omissions on or about the Premises, except to the extent that such claims , damages, liabilities, losses, costs and expenses arise out of or are caused by the negligence or willful misconduct of any of the Tenant Indemnified Parties. The indemnities contained herein shall survive the expiration or earlier termination of this Lease.

     12.  Compliance with Laws . Tenant and Landlord shall operate the Premises and Building respectively in compliance with all applicable federal , state, and municipal laws, ordinances and regulations, including, without limitation, the Americans with Disabilities Act (collectively, “ Laws ”), and shall not knowingly, directly or indirectly , make any use of the Premises or Building which is prohibited by any such Laws. Landlord represents to Tenant that Landlord has received no notice from any governmental entity or agency with jurisdiction over the Building that the Premises or the Building are currently in violation of applicable Laws. Tenant shall have no responsibility for correcting violations of applicable Laws existing in the Premises or the Building as of the date of this Lease, except to the extent that any such violations arise from any alterations , improvements , or other work performed by or at the direction of Tenant or Tenant’s officers, agents, employees, or contractors, or otherwise arise from or relate to Tenant’s particular manner of use of, or operations within, the Premises, as opposed to general office use.

     13.  Waste Disposal .

          (a) All normal trash and waste (i.e., waste that does not require special handling pursuant to subparagraph (b) below) shall be disposed of through the janitorial service.

          (b) Tenant shall be responsible for the removal and disposal of any waste placed in the Premises or the Building by the Tenant Indemnified Parties, or any of them, any guest or invitee of Tenant, or any subtenant or occupant of the Premises deemed by any governmental authority having jurisdiction over the matter to be hazardous or infectious waste or waste requiring special handling, such removal and disposal to be in accordance with any and all applicable governmental rules, regulations, codes, orders or requirements. enant agrees to separate and mark appropriately all waste to be removed and disposed of through the janitorial service pursuant to (a) above and hazardous, infectious or special waste to be removed and disposed of by Tenant pursuant to this subparagraph (b). Tenant hereby indemnifies and holds harmless Landlord from and against any loss, claims, demands, damage or injury Landlord may suffer or sustain as a result of Tenant’s failure to comply with the provisions of this subparagraph (b).

     14.  Rules and Regulations . The rules and regulations in regard to the Building, a copy of which is attached hereto as Exhibit D , and all reasonable rules and regulations and modifications thereto which Landlord may hereafter from time to time adopt and promulgate after notice thereof to Tenant (so long as any such future rules and regulations do not materially and adversely interfere with Tenant’s use and occupancy of the Premises for the purposes permitted hereunder), for the government and management of the Building, are hereby made a part of this Lease and shall during the Term be observed and performed by the Tenant Indemnified Parties, any guest or invitee of Tenant, and any subtenant or occupant of the Premises. Landlord agrees to enforce such rules and regulations on a non-discriminatory basis. In the event of a conflict between the Lease and the rules and regulations, the terms of this Lease shall govern and control.

D. Services / Tenant Buildout.

     15.  Services.

          (a) The normal business hours of the Building shall be from 7:00 A.M. to 7:00 P.M. on Monday through Friday, 8:00 A.M. to 1:00 P.M. Saturdays, and at such other hours and times as determined by Landlord to be required for the majority of the occupants of the Building, exclusive of Building holidays as reasonably designated by Landlord (“ Building Holidays ”). Initially and until further notice by Landlord to Tenant, the Building Holidays shall be: New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving (and the day after Thanksgiving) and Christmas Day. Landlord shall furnish the following services during the normal business hours of the Building except as noted:

               (i) Elevator service for passenger needs at all times, and for delivery needs during normal business hours;

               (ii) Air conditioning reasonably adequate to cool the Premises and heat reasonably adequate to warm the Premises in accordance with the standards set forth on the

HVAC Specifications shown on Exhibit E attached hereto and made a part hereof, subject to governmental regulations (so long as the occupancy level of the Premises and the heat generated by electrical lighting and fixtures do not exceed the thresholds set forth on Exhibit E ) .

               (iii) Hot and cold running water for all restrooms and lavatories;

               (iv) Soap, paper towels, and toilet tissue for public restrooms;

               (v) Janitorial service Monday through Friday, in keeping with the standards generally maintained in similar office buildings in the city where the Building is located;

               (vi) Electrical and mechanical maintenance services in the common areas of the Building;

               (vii) Electric power for the Premises shall not be furnished by Landlord but shall be furnished by the electric utility serving the Building. Tenant shall make all necessary arrangements with the utility company for securing and paying for electric power furnished by it to Tenant, and Tenant shall pay for all electric power consumed on the Premises during the Term of this Lease. Landlord shall pay the cost of separately metering the Premises as part of the Work pursuant to Exhibit B attached hereto. In the event that Tenant fails to pay any such costs or charges hereunder, Landlord may (but shall not be obligated) to pay such costs or charges, in which event Tenant shall reimburse Landlord for any such sums so paid within ten (10) days following Landlord’s invoice therefor, any all such sums so paid by Landlord shall be deemed Additional Rent hereunder;

               (viii) Replacement of Building standard lamps and ballasts in the common areas of the Building as needed from time to time;

               (ix) Repairs and maintenance as described in Section 22 of this Lease; and

               (x) General Building management, including supervision, inspections, recordkeeping, accounting, leasing and related management functions.

          (b) Tenant shall have no right to any services in excess of those provided herein. If Tenant uses services in an amount or for a period in excess of that provided for herein, then Landlord reserves the right to charge Tenant as Additional Rent hereunder a reasonable sum as reimbursement for the direct cost of such added services, subject to such minimum hours requirements as Landlord may then have in effect, and to charge Tenant, after reasonable prior notice and Tenant’s failure or refusal to discontinue such additional services, for the cost of any additional equipment or facilities or modifications thereto which are necessary to provide the additional services (but only to the extent that such additional equipment or facilities or modifications thereto are necessitated by Tenant’s specific use of, or activities within, the Premises, including, by way of example, heavy concentration of personnel, motors, machines, or equipment, including telephone equipment), and/or to discontinue providing such excess services to Tenant. Landlord shall provide Tenant with a schedule of Landlord’s current rates for

additional services promptly following the full execution and delivery of this Lease by each of Landlord and Tenant.

          (c) Except to the extent caused by the negligence or willful misconduct of the Landlord Indemnified Parties, or any of them, Landlord shall not be liable for any damages directly or indirectly resulting from the interruption in any of the services described above, nor shall any such interruption entitle Tenant to any abatement of Rent or any right to terminate this Lease. Landlord shall use all reasonable efforts to furnish uninterrupted services as required above. Notwithstanding the foregoing, in the event that any interruption or discontinuance of services provided pursuant to this Section 15 was within the reasonable control of Landlord to prevent, or was otherwise caused by the negligence or willful misconduct of the Landlord Indemnified Parties, or any of them, and such interruption or discontinuance continues beyond three (3) business days after written notice to Landlord and materially and adversely affects Tenant’s ability to conduct business in the Premises, or any portion thereof, and on account of such interruption or disturbance Tenant ceases doing business in the Premises, or any portion thereof, Net Rent and Additional Rent shall thereafter abate proportionately for the Premises, or such portion thereof as is so affected, for so long as Tenant remains unable to conduct its business in the Premises or such portion thereof. To the extent within Landlord’s reasonable control, Landlord agrees to use reasonable efforts to restore such interrupted or discontinued service as soon as reasonably practicable.

     16.  Telephone and Data Equipment . Landlord shall have no responsibility for providing to Tenant any telephone equipment, including wiring, within the Premises or for providing telephone service or connections from the utility to the Premises, except as required by law. Tenant shall not alter, modify, add to, or disturb any telephone or data wiring in the Premises or elsewhere in the Building without Landlord’s prior written consent in each instance, which consent (i) shall not be unreasonably withheld with respect to telephone or data wiring located within the Premises, and (ii) may be withheld in Landlord’s sole and absolute discretion with respect to telephone or data wiring located outside of the Premises (but which shall not be unreasonably withheld with respect to telephone or data wiring located outside of the Premises to the extent necessary for the operation of Tenant’s telephone and data systems within the Premises). Tenant shall be liable to Landlord for any damage to the telephone or data wiring in the Building due to the act, negligent or otherwise, of Tenant or any employee, contractor or other agent of Tenant. Tenant shall have no access to the telephone closets within the Building, except in the manner and under procedures reasonably established by Landlord. Tenant shall promptly notify Landlord of any actual or suspected failure of telephone or data service to the Premises. All costs incurred by Landlord for the installation, maintenance, repair and replacement of telephone wiring within the Building shall be an Operating Expense to the extent permitted hereunder, unless Landlord is reimbursed for such costs by other tenants of the Building. Landlord shall not be liable to Tenant and Tenant waives all claims against Landlord whatsoever, whether for personal injury, property damage, loss of use of the Premises, or otherwise, due to the interruption or failure of telephone or data services to the Premises for any reason. Tenant has been advised by Landlord, but has not been required, to obtain loss of rental insurance adequate to cover any damage, loss or expense occasioned by the interruption of telephone or data service.

     17.  Signs . Landlord shall install, at Landlord’s cost, (i) a Building-standard suite entry sign on the door to the Premises, or adjacent to the entry to the Premises, and (ii) a Building standard listing on the Building’s main lobby directory. If adequate space is then available after the fourth (4th) and fifth (5th) floors of the Building have been fully leased, Landlord, at Tenant’s cost, shall install an identification sign on the existing monument sign on the Property showing Tenant’s name and/or logo (the “ Exterior Sign ”). The design, materials, and content of such Exterior Sign shall be designed by Tenant, at Tenant’s cost, and submitted to Landlord for Landlord’s review and approval. Such Exterior Sign shall be of similar quality to other tenant signage located on the existing monument sign and shall otherwise comply with applicable Laws. The Exterior Sign shall be installed by or at the direction of Landlord at Tenant’s sole cost and expense. Upon the expiration or earlier termination of this Lease, the Exterior Sign shall be removed, and the area affected thereby shall be restored, by Landlord at Tenant’s sole cost and expense. Except as expressly permitted hereunder, Tenant shall not paint or place any signs, placards, or other advertisements of any character upon the windows or inside walls of the Premises (except with the prior consent of Landlord, which consent may be withheld by Landlord in its absolute discretion), and Tenant shall place no signs upon the outside walls, common areas or the roof of the Building.

     18.  Parking . No rights to specific parking spaces are granted under this Lease; however, subject to Landlord’s rights pursuant to the last sentence of this Section 18, Tenant shall be entitled to use up to Tenant’s Share of the total number of unreserved surface parking spaces in the parking facilities located on the Property (and the Reserved Spaces, as defined below, shall be included for purposes of determining Tenant’s Share of such parking spaces hereunder). Other than the Reserved Spaces (as hereinafter defined), all parking spaces provided to Tenant shall be unreserved and are to be used by Tenant, its employees and invitees in common with the other tenants of the Building and their employees and invitees. Landlord reserves the right to build improvements upon, reduce the size of, relocate, reconfigure, eliminate, and/or make alterations or additions to such parking facilities at any time; provided such alterations shall not reduce the number of Reserved Spaces provided to Tenant hereunder. In addition to the foregoing, Tenant shall have the right and license during the Term hereof, without additional charge therefor, to use six (6) covered reserved parking spaces (the “ Reserved Spaces ”), which Reserved Spaces shall initially be at the location(s) set forth on Exhibit G attached hereto and made a part hereof, and which Reserved Spaces shall be identified as reserved for Tenant’s exclusive use; provided, Landlord shall be authorized to relocate any of the Reserved Spaces to other covered reserved spaces on the Property from time to time during the Term hereof upon reasonable prior written notice to Tenant. Tenant’s use of any and all parking spaces hereunder shall be subject at all times to Landlord’s standard parking rules and regulations in effect from time to time during the Term hereof. It is acknowledged and agreed that the Reserved Spaces are being provided solely as a concession to Tenant hereunder, and that such Reserved Spaces shall not be made available to any subtenant, assignee, or any other party (other than an Affiliate, as hereinafter defined). Upon written notice from Tenant, Landlord shall use commercially reasonable efforts to police the Reserved Spaces in the event that unauthorized parties are using the same.

     19. [Intentionally Omitted]

     20.  Tenant Construction .

          (a) Landlord will construct the Premises substantially in accordance with the Plans, as defined in the Work Letter attached as Exhibit B hereto and made a part hereof (the “ Work Letter ”). Landlord shall perform the Work (as defined in the Work Letter) at Landlord’s sole cost and expense and in accordance with the Work Letter attached hereto. In the event that Tenant desires any Additional Work (as defined in the Work Letter) be performed by Landlord, such Additional Work shall be at Tenant’s sole cost and expense. Tenant and Landlord agree that all costs of the Additional Work, if any, shall be the sole responsibility of Tenant and shall be paid by Tenant to Landlord in accordance with the provisions of Section 3(b) of the Work Letter. The amount due for each installment shall be set forth in a written invoice from Landlord. Should Tenant fail to pay for any such costs within thirty (30) days following Landlord’s invoice therefor, such amount due shall accrue interest at the rate set forth in Section 8 hereof, and the failure to pay such amount when due shall be a default, subject to the provisions of Section 34 below.

          (b) The Work Letter attached hereto as Exhibit B and executed by Landlord and Tenant, is hereby made a part of this Lease, and its provisions shall control in the event of a conflict with the provisions contained in this Lease.

     21.  Force Majeure. In the event of a strike, lockout, labor trouble, civil commotion, war, acts of terrorism, any act of God, or any other event beyond Landlord’s control (a “ Force Majeure Event ”) which results in Landlord or Tenant being unable to timely perform its obligations hereunder to repair the Premises, provide services, complete Work (as provided in Exhibit B ), or otherwise perform its non-monetary obligations, so long as Landlord or Tenant, as the case may be, diligently proceeds to perform such obligations after the end of such Force Majeure Event, Landlord or Tenant, as the case may be, shall not be in breach hereunder and this Lease shall not terminate; provided, except as expressly provided to the contrary in this Lease, in no event shall Tenant’s obligation to pay any Net Rent, Additional Rent, or any other charges and sums due and payable be excused as a result of any such Force Majeure Event.

     22.  Repairs By Landlord . Tenant, by taking possession of the Premises, shall accept and shall be held to have accepted the Premises as suitable for the use intended by this Lease, subject only to Landlord’s obligations to repair defective Work and to complete punchlist items as described in Exhibit B attached hereto. Except as expressly provided to the contrary in this Lease, in no event shall Tenant be entitled to compensation or any other damages or any other remedy against Landlord in the event the Premises are not deemed suitable for Tenant’s use. Landlord shall not be required, after possession of the Premises has been delivered to Tenant, to make any repairs or improvements to the Premises, except as set forth in this Lease, and subject to Landlord’s obligations to repair defective Work and to complete punchlist items as described in Exhibit B attached hereto. Except for damage caused by casualty and condemnation (which shall be governed by Section 25 and 26 below), and subject to normal wear and tear, Landlord shall maintain in good order and repair and in a neat and clean first-class condition the exterior walls, roof, common areas, foundation, structural portions, base Building mechanical, electrical, plumbing, HVAC, sprinkler, life safety, and security systems, and any other improvements

owned by Landlord on the Property, subject to normal wear and tear and damage by casualty or condemnation, provided such repairs are not occasioned by the negligence or willful misconduct of the Tenant Indemnified Parties, or any of them, any guest or invitee of Tenant, or any subtenant or occupant of the Premises.

     23.  Repairs By Tenant. Except as described in Section 22 above, Tenant shall, at its own cost and expense, maintain the Premises in good order and repair and in a neat and clean first-class condition, including making all necessary repairs and replacements, subject to normal wear and tear and damage by casualty or condemnation. Subject to the waivers set forth in Section 28(e) hereof, Tenant shall further, at its own cost and expense, repair or restore any damage or injury to all or any part of the Building caused by the Tenant Indemnified Parties, or any of them, any guest or invitee of Tenant, or any subtenant or occupant of the Premises, including but not limited to any repairs or replacements necessitated by (i) the construction or installation of improvements to the Premises by or on behalf of Tenant, other than the Work or any other improvements constructed by Landlord, and (ii) the moving of any property into or out of the Premises, except to the extent that any of the same are caused by the negligence or willful misconduct of the Landlord Indemnified Parties, or any of them. If Tenant fails to make such repairs or replacements promptly, Landlord may, at its option, upon prior reasonable notice to Tenant (except in an emergency) make the required repairs and replacements and the reasonable out-of-pocket costs of such repair or replacements shall be charged to Tenant as additional Rent and shall become due and payable by Tenant with the monthly installment of Net Rent next due hereunder.

     24.  Alterations and Improvements/Liens .

          (a) Except for the Work to be constructed by Landlord pursuant to Exhibit B attached hereto, and except for minor, decorative alterations which do not impact the Building structure or systems, are not visible from outside the Premises, and do not cost in excess of $25,000.00 in the aggregate in any consecutive twelve (12) month period, Tenant shall not make or allow to be made any alterations, physical additions or improvements in or to the Premises without first obtaining in writing Landlord’s written consent for such alterations or additions, which consent may be granted or withheld in Landlord’s sole discretion if the alterations will impact the Building structure or systems or will be visible from outside the Premises, but which consent shall not be unreasonably withheld if the alterations will not impact the Building structure or systems and will not be visible from outside the Premises. Upon Landlord’s reasonable request, Tenant will deliver to Landlord plans and specifications for any proposed alterations, additions or improvements and shall reimburse Landlord for Landlord’s reasonable out-of-pocket cost to review such plans. Any alterations, physical additions or improvements shall at once become the property of Landlord; provided, however, that Landlord, at its option, may require Tenant to remove any alterations, additions or improvements in order to restore the Premises to the condition existing on the Commencement Date, subject to normal wear and tear (but only if Landlord notified Tenant at the time of Landlord’s consent to any such alterations, additions or improvements that Landlord would, or expressly reserved the right to, require the removal thereof). All costs of any such alterations, additions or improvements shall be borne by Tenant. All alterations, additions or improvements shall be made in a good, first-class, workmanlike manner and in a manner that does not disturb other tenants (i.e., any loud work must be performed during non-business hours) and Tenant must maintain appropriate liability

and builder’s risk insurance throughout the construction. Except to the extent that such alterations, additions or improvements are performed by Landlord or Landlord’s contractors, Tenant does hereby indemnify and hold Landlord harmless from and against any and all claims for damages or death of persons or damage or destruction of property arising out of or relating to the performance of any such alterations, additions or improvements made by or on behalf of Tenant, except to the extent such claims arise from the negligence or willful misconduct of the Landlord Indemnified Parties, or any of them. Under no circumstances shall Landlord be required to pay, during the Term of this Lease and any extensions or renewals thereof, any ad valorem or Property tax on such alterations, additions or improvements, Tenant hereby covenanting to pay all such taxes when they become due. In the event any alterations, additions, improvements or repairs are to be performed by contractors or workmen other than Landlord’s contractors or workmen, any such contractors or workmen must first be approved, in writing, by Landlord (which approval will not be unreasonably withheld). Landlord agrees to assign to Tenant any rights Landlord may have against the contractor with respect to any work performed by such contractor in connection with improvements made by Landlord at the request of Tenant.

          (b) Nothing contained in this Lease shall authorize or empower Tenant to do any act which shall in any way encumber Landlord’s title to the Building, Property, or Premises, nor in any way subject Landlord’s title to any claims by way of lien or encumbrance whether claimed by operation of law or by virtue of any expressed or implied contract of Tenant, and any claim to a lien upon the Building or Premises arising from any act or omission of Tenant shall attach only against Tenant’s interest and shall in all respects be subordinate to Landlord’s title to the Building, Property, and Premises. If Tenant has not removed any such lien or encumbrance or (provided that Tenant is contesting such lien or encumbrance) delivered to Landlord a title indemnity, bond, letter of credit, or other security reasonably satisfactory to Landlord, within forty-five (45) days after written notice to Tenant by Landlord, Landlord may pay the amount necessary to remove such lien or encumbrance, without being responsible for making any investigation as to the validity thereof, and the amount so paid shall be deemed additional Rent reserved under this Lease due and payable forthwith.

     25.  Destruction or Damage .

          (a) If the Building or the Premises are totally destroyed by storm, fire, earthquake, or other casualty, or damaged to the extent that, in Landlord’s reasonable opinion, the damage cannot be restored within one hundred eighty (180) days of the date Landlord provides Tenant written notice of Landlord’s reasonable estimate of the time necessary to restore the damage, or if the damage is not covered by standard “all risks” property insurance, or if the Landlord’s lender requires that the insurance proceeds be applied to its loan, either Landlord or Tenant shall have the right to terminate this Lease effective as of the date of such destruction or damage by written notice delivered to the other party hereto on or before thirty (30) days following Landlord’s notice described in the next sentence and Rent shall be accounted for as between Landlord and Tenant as of the date of such casualty or damage. Landlord shall provide Tenant with written notice no later than sixty (60) days following the date of such damage of the estimated time needed to restore, whether the loss is covered by Landlord’s insurance coverage and whether or not Landlord’s lender requires the insurance proceeds be applied to its loan.

          (b) If the Premises are damaged by any such casualty or casualties but Landlord is not entitled to or does not terminate this Lease as provided in subparagraph (a) above, this Lease shall remain in full force and effect, Landlord shall notify Tenant in writing no later than sixty (60) days after the date of such damage that such damage will be restored (and will include Landlord’s good faith estimate of the date the restoration will be complete), in which case Rent shall abate as to any portion of the Premises which is not usable for the operation of Tenant’s business, as reasonably determined by Tenant (and so long as Tenant in fact ceases operating its business in such portion of the Premises), for the period of such untenantability, and Landlord shall promptly commence to diligently restore the Premises to substantially the same condition as before such damage occurred as soon as practicable, whereupon full Rent shall recommence.

          (c) If such damage occurs within the last twelve (12) months of the Term, either party shall have the right, upon delivery of written notice to the other party within thirty (30) days following such damage, to cancel and terminate this Lease as of the date of such damage, provided, however, that (i) Tenant may not elect to terminate this Lease if such damage was caused by the intentional misconduct of the Tenant Indemnified Parties, or any of them, or any subtenant or occupant of the Premises, and (ii) Landlord may not elect to terminate this Lease if such damage was caused by the intentional misconduct of the Landlord Indemnified Parties, or any of them.

          (d) Tenant agrees that Landlord’s obligation to restore, and the abatement of Rent provided herein, or Tenant’s right to terminate as above set forth in this Section 25, shall be Tenant’s sole recourse as against Landlord or in connection with this Lease in the event of such damage, and waives any other rights Tenant may have under any applicable Law to terminate the Lease by reason of damage to the Premises or Property. If prior to any such election to terminate Tenant has elected to extend the Term pursuant to the provisions of this Lease and such election may not then according to its terms be rescinded or terminated, then for purposes of Section 25(c) hereof the Term shall be deemed to expire on such extended date.

     26.  Eminent Domain . If the whole of the Building or Premises, or such portion thereof as will make the Building or Premises unusable in the reasonable judgment of Landlord (with respect to the Building) or Tenant (with respect to the Premises) for their intended purposes, is condemned or taken by any legally constituted authority for any public use or purpose, then in either of such events, this Lease shall terminate and the Term hereby granted shall cease from that time when possession thereof is taken by the condemning authorities, and Rent shall be accounted for as between Landlord and Tenant as of such date. If a portion of the Building or Premises is so taken, but not such amount as will make the Premises unusable for the operation of Tenant’s business in the reasonable judgment of Tenant for the purposes herein leased, or if this Lease has not terminated, this Lease shall continue in full force and effect and the Rent shall be reduced prorata in proportion to the amount of the Premises so taken. Except as expressly permitted hereunder, Tenant shall have no right or claim to any part of any award made to or received by Landlord for such condemnation or taking, and all awards for such condemnation or taking shall be made solely to Landlord; provided, however, that Tenant shall have the right to pursue any separate award for loss of its equipment and trade fixtures and for moving expenses so long as such action does not reduce the award to which Landlord is entitled.

     27.  Damage or Theft of Personal Property . All personal property brought into the Premises shall be at the risk of the Tenant only and Landlord shall not be liable for theft thereof or any damage thereto occasioned by any acts of co-tenants, or other occupants of the Building, or any other person, except, with respect to damage to the Premises, as may be occasioned by the negligence or willful misconduct of the Landlord Indemnified Parties, or any of them (but subject to the insurance and waiver of subrogation provisions set forth in Section 28 below).

     28.  Insurance; Waivers .

          (a) Tenant covenants and agrees that from and after the date of delivery of the Premises from Landlord to Tenant, Tenant will carry and maintain, at its sole cost and expense, the following types of insurance, in the amounts specified and in the form hereinafter provided for:

               (i) Commercial General Liability (“ CGL ”) Insurance written on an occurrence basis, covering the Premises and all operations of the Tenant in or about the Premises against claims for bodily injury and property damage and to include contractual liability coverage insuring Tenant’s indemnification obligations under this Lease, to be in combined single limits of not less than $1,000,000 each occurrence for bodily injury and $500,000 for property damage, $1,000,000 for personal injury, and to have general aggregate limits of not less than $2,000,000 (per location) and Umbrella Liability Insurance in an amount not less than $3,000,000 for each policy year. The general aggregate limits under the Commercial General Liability insurance policy or policies shall apply separately to the Premises and to Tenant’s use thereof (and not to any other location or use of Tenant) and such policy shall contain an endorsement to that effect. The certificate of insurance evidencing the CGL form of policy shall specify all endorsements required herein and shall specify on the face thereof that the limits of such policy apply separately to the Premises.

               (ii) Insurance covering all of the items included in Tenant’s leasehold improvements, heating, ventilating and air conditioning equipment maintained by Tenant, trade fixtures, merchandise and personal property from time to time in, on or upon the Premises, and alterations, additions or changes made by Tenant pursuant to Section 24, in an amount not less than one hundred percent (100%) of their full replacement value from time to time during the Term, providing protection against perils included within the standard form of “all-risks” fire and casualty insurance policy.

               (iii) Workers’ Compensation and Employer’s Liability insurance affording statutory coverage and containing statutory limits with the Employer’s Liability portion thereof to have minimum limits of $500,000.00.

          (b) All policies of the insurance provided for in Section 28(a) above shall be issued in form acceptable to Landlord by insurance companies with a rating and financial size of not less than A-VIII in the most current available “Best’s Insurance Reports”, and licensed to do business in the state in which the Building is located. Each and every such policy:

               (i) shall name Landlord, Landlord’s property manager and the Association as additional insureds (as well as any mortgagee of Landlord and any other party having an interest in the Property, as designated by Landlord from time to time), except with respect to the insurance described in Section 28(a)(iii) above and insurance relating solely to Tenant’s personal property;

               (ii) shall (and a certificate thereof shall be delivered to Landlord at or prior to the execution of the Lease) be delivered to Landlord, the Association, and any such other parties in interest within thirty (30) days after delivery of possession of the Premises to Tenant and thereafter within five (5) days after the inception (or renewal) of each new policy, and as often as any such policy shall expire or terminate. Renewal or additional policies shall be procured and maintained by Tenant in like manner and to like extent;

               (iii) shall contain a provision that the insurer will give to Landlord, the Association, and such other parties in interest at least thirty (30) days notice in writing (and ten days in the case of non-payment) in advance of any material change, cancellation, termination or lapse, or the effective date of any reduction in the amounts of insurance; and

               (i