NORTHPOINT CENTRE OFFICE LEASE AGREEMENT

This Reference Data summarizes basic lease information. It is not part of the Lease.

THIS LEASE AGREEMENT (“Lease”) is made and entered into as of the date indicated below by and between Connecticut General Life Insurance Company, a Connecticut corporation, on behalf of its Separate Account R (“Landlord”); Wintegra, Inc., a Delaware Corporation (“Tenant”). Subject to and upon the terms, provisions, and conditions set forth in this Lease, and each in consideration of the duties, covenants, and obligations of the other hereunder, Landlord does lease, demise, and let the Leased Premises (defined below) to Tenant, and Tenant does lease, demise, and take the Leased Premises from Landlord.

Unless otherwise clearly indicated by the context, the following terms shall have the meanings specified below when they are used in the Lease:

The term “Land” shall mean the real property described in Exhibit “A” which is attached to this Lease and incorporated by reference.

The term “Building” shall mean the Land and all improvements located on the Land, including the office and retail building and the parking Parking Areas now located on the Land.

The term “Leased Premises” shall mean the following described office space located within the Building:

Approximately 5,449 square feet of Net Rentable Area (defined below) being Suite 215, located on the 2 ^nd . floor of the Building, as reflected on the floor plan(s) attached to and made a part of this Lease as Exhibit “B” .

The term “Net Rentable Area,” as used herein, shall mean: (i) in the case of a floor leased to a single tenant, all floor area measured from the inside surface of the outer glass line of the Building to the inside surface of the opposite outer glass line, excluding only Service Areas and General Common Areas (defined below), plus an allocation of the square footage of the General Common Areas; and (ii) in the case of a floor leased to more than one tenant, all floor areas within the inside surface of the outer glass line of the Building enclosing the Leased Premises and measured to the midpoint of demising walls {i.e., walls separating the Leased Premises from areas leased to or held for lease to other tenants, from On-Floor Common Areas (defined below) and from General Common Areas}, excluding only Service Areas, plus an allocation of the square footage of the General Common Areas and an allocation of the square footage of the On-Floor Common Areas. No deductions from Net Rentable Area shall be made for columns or projections necessary to the Building. The Net Rentable Area has been calculated based on BOMA standards.

“Service Areas” shall mean the areas within (and measured from the midpoint of the walls enclosing) the Building’s stairs, fire towers, elevator shafts, flues, vents, stacks, pipe shafts and vertical ducts. Areas for the specific use of Tenant and installed at the request of Tenant, such as special stairs or elevators, are not included within the definition of Service Areas.

“General Common Areas” shall mean those areas within (and measured from the midpoint of the walls enclosing) the Building’s elevator machine rooms, main mechanical and electrical rooms, public lobbies, management office and other areas not leased or held for lease within the Building but which are necessary or desirable for the proper utilization of the Building or to provide customary services to the Building. The allocation of the square footage of the General Common Areas shall be equal to the total General Common Areas within the Building multiplied by a fraction, the numerator of which is the Net Rentable Area of the Leased Premises (excluding only the allocation of the General Common Areas) and the denominator of which is the Net Rentable Area (excluding only the General Common Areas) of all office space leased or held for lease in the Building.

“On-Floor Common Areas” shall mean all areas within (and measured from the midpoint of the walls enclosing) public corridors, elevator foyers, restrooms, mechanical rooms, janitor closets, telephone and equipment rooms, and other similar facilities for use of all tenants on the floor on which the Leased Premises are located. In the case of a floor leased to more than one tenant, the allocation of the square footage of the On-Floor Common Areas on said floor shall be equal to the total On-Floor Common Areas on said floor multiplied by a fraction, the numerator of which is the Net Rentable Area of the portion of the Leased Premises (excluding the allocation of the General Common Areas and excluding the allocation of the On-Floor Common Areas) and the denominator of which is the Net Rentable Area (excluding the allocation of the General Common Areas and excluding the allocation of the On-Floor Common Areas) of all office space leased or held for lease on said floor.

The Net Rentable Area of the Leased Premises has been calculated on the basis of the foregoing definition and a multi-tenant floor add-on factor of 15% and is stipulated to be 5,449 square feet.

1.3       Base Operating Cost . The term “Base Operating Cost” shall mean the aggregate of all expenditures incurred by Landlord to maintain and operate the Building in a first class manner. All such expenses shall be determined in accordance with generally accepted accounting principles which shall be consistently applied. Base Operating Cost, as used in this Lease, shall mean all expenses, costs, and disbursements of every kind and nature which Landlord shall pay or become obligated to pay because of or in connection with the ownership and operation of the Building and the Parking Areas, including but not limited to, the following:

(a)   Wages, salaries and any ancillary expenses of all employees actually engaged in operation and maintenance of the Building and the Parking Areas, including taxes, insurance and benefits relating thereto.

(b)   All supplies and materials used in operation and maintenance of the Building and the Parking Areas.

(c)   Cost of all utilities for the Building and Parking Areas, including, but not limited to, electric, gas, water, heating lighting, air conditioning and ventilating the Building as provided pursuant to Article 5.2, below.

(d)   Cost of all maintenance, service, and operating agreements for the Building and Parking Areas and the equipment therein, including, but not limited to security service, window cleaning, elevator maintenance, landscaping, janitorial service and Parking Area operation.

(e)   The gross cost of casualty and liability insurance applicable to the Building and Parking Areas and Landlord’s personal property used in connection therewith as provided in Article VI below.

(f)   All taxes and assessments and governmental charges whether federal, state, county or municipal, and whether they be by taxing districts or authorities presently taxing the Leased Premises or by others, subsequently created or otherwise, and any other taxes and assessments attributable to the Building and Parking Areas or their operation, excluding, however, federal and state taxes on income.

(g)   Cost of repairs and general maintenance undertaken by Landlord in its sole discretion on or of the Building and Parking Areas (excluding only: (i) repairs and general maintenance to the structure, foundation, and exterior walls of the Building and Parking Areas; (ii) repairs and general maintenance paid by proceeds of insurance or by Tenant or other third parties; and (iii) alterations attributable solely to tenants of the Building other than Tenant).

(h)   Amortization of the cost of installation of capital investment items which are installed for the purpose of reducing operating expenses or which may be required by governmental authority. All such costs shall be amortized over the reasonable life of the capital investment item, together with interest at the rate of ten percent (10%) per annum on the unamortized balance, with the reasonable life and amortization schedule being determined in accordance with generally accepted accounting principles and in no event to extend beyond the reasonable life of the Building or Parking Areas. In the case of installations for the purpose of reducing operating expenses, Landlord at Tenant’s request shall provide cost justifications showing that the anticipated reduction in operating expenses is greater than the annual amortization amount related to the capital investment item.

(i)   All commercially reasonable management fees incurred by Landlord for the management of the Building and Parking Areas.

(j)   Landlord’s central accounting costs applicable to the Land, the Building and the Parking Areas, together with any costs incurred by Landlord to prepare any audit required pursuant to the terms of this Lease.

(k)   Any costs incurred by Landlord to furnish any specific service or repair required by Section 5.2 of this Lease.

(l)   Any and all other expenses paid in connection with the operation of the Building and the Parking Areas which are properly chargeable against the income therefrom.

Tenant, at Tenant’s option and expense, may audit Landlord’s accounts to substantiate any costs claimed.

If any of the factors included in “Base Operating Cost” are not payable, billed, or otherwise due so as to allow an accurate calculation of said factors annually (e.g., ad valorem taxes and long-term contracts), Landlord, in its sole discretion, may estimate and prorate said factors on an annual basis, and said factors shall be properly adjusted by Landlord when they actually become due and payable.

Notwithstanding any other provision in this Lease to the contrary, it is agreed that in the event the Building is not fully occupied during any calendar year or in the event the entire Building is not provided with Building standard services during any calendar year, an adjustment shall be made in computing such component of the Base Operating Cost for such year so that the actual operating expenses shall be computed for such year as though the Building had been fully occupied during such year and as though the entire Building had been provided with Building standard services during such year.

Notwithstanding anything to the contrary in this Section 1.3, Base Operating Cost shall not include any costs incurred in the replacement of capital investment items except those made for the purposes of reducing operating expenses, nor Landlord’s home office expense nor specific costs specially billed to specific tenants nor commissions paid for the leasing or renting of space in the Building.

1.4       Proportionate Share . Tenant’s “Proportionate Share” of the Base Operating Cost or other charges to be borne by Tenant in accordance with the terms hereof shall be the amount obtained by multiplying the total sum of such Base Operating Cost or other charges by the percentage obtained by dividing the Net Rentable Area in the Leased Premises (5,449) by the total number of square feet of Net Rentable Area in all office space leased or held for lease in the Building (149,894) (such percentage being referred to as Tenant’s “Pro Rata Share”). Tenant’s Pro Rata Share is stipulated to be 3.6%.

1.5       Hazardous Materials . The term “Hazardous Materials” shall mean any substance, materials and wastes that are or become regulated, restricted or prohibited as hazardous, toxic or polluting substances under any applicable federal, state or local law, regulation, ordinance or order.

2.1   Lease Term . Subject to and upon the terms and conditions set forth in this Lease, or in any exhibit attached hereto, the primary term of this Lease shall commence on the “Commencement Date” as defined below, and shall terminate on the Last days of the 36 month of the Lease Term. The “Lease Term” of this Lease shall be the primary term specified in this Section 2.1, unless renewed or otherwise extended or earlier terminated pursuant to the terms and provisions of this Lease. The Commencement Date of this Lease shall be the date the Leased Premises are deemed to be ready for occupancy by Tenant upon the first to occur of (i) the date that there is delivered to Tenant a certificate of substantial completion of the improvements in and to the Leased Premises from Landlord’s architect, which certificate shall be binding and conclusive upon Tenant; or (ii) the date on which Tenant, or anyone claiming by, through or under Tenant, occupies any portion of the Leased Premises. Within five (5) days after the Commencement Date, Tenant will, at the request of Landlord, execute a Commencement Date Declaration in substantially the form attached hereto as Exhibit “F” .

(a)   Commencing on the Commencement Date and continuing thereafter throughout the Lease Term, Tenant agrees to the Base Rental as described in Section 3.2, plus Tenant’s Forecast Additional Rental and Tenant’s Additional Rental as described in Section 3.3. The Base Rental together with Tenant’s Forecast Additional Rental shall be due and payable in equal monthly installments, in advance, on the first day of each calendar month during the Lease Term. Tenant agrees to pay such rent to Landlord at Landlord’s address for notice as provided herein (or such other address as may be designated by Landlord from time to time). If the term of the Lease is deemed to have commenced on a date other than the first date of a calendar month, the expiration date of the primary term shall be extended so as to give effect to the full term specified in 2.1 above in addition to the remainder of the calendar month during which the Lease is deemed to have commenced.

(b)   If the Lease Term as described above commences on other than the first day of a calendar month or terminates on other than the last day of a calendar month, then the installments of Base Rental and Tenant’s Forecast Additional Rental for such month or months shall be prorated and the installment or installments so prorated shall be paid in advance. The payment for such prorated month shall be calculated by multiplying the monthly installment by a fraction, the numerator of which shall be the number of days of the Lease Term occurring during said commencement or termination month, as the case may be, and the denominator of which shall be the total number of days occurring in said commencement or termination month. Also, if the Lease Term commences or terminates on other than the first day of a calendar year, Tenant’s Additional Rental (defined below) shall be prorated for such commencement or termination year, as the case may be, by multiplying each by a fraction, the numerator of which shall be the number of days of the Lease Term during the commencement or termination year, as the case may be, and the denominator of which shall be 365, and the calculation described in Section 3.3(c) below shall be made as soon as possible after the termination of this Lease. Landlord and Tenant agree that the provisions relating to said calculation shall survive the termination of this Lease.

(c)   Tenant shall pay all rent and other sums of money as same shall become due from and payable by Tenant to Landlord under this Lease at the times and in the manner provided in this Lease, without demand, set-off or counterclaim.

(d)   Tenant shall pay all applicable bank charges incurred by Landlord plus Twenty-five and No/100 Dollars ($25.00) for each returned check. Tenant’s right to possession and all of Landlord’s obligations under this Lease are expressly contingent on the prompt payment of rent, and the use of the Leased Premises is obtained only on the condition that rent is paid on time. Payment of rent by Tenant shall be an independent covenant. In the event Tenant has not timely paid rent or other sums due on two or more occasions, or in the event a check is returned for insufficient funds or no account, Landlord may thereafter require that all rent and other sums due be paid by cashier’s check, certified check, or money order, without further notice.

(e)   In the event that Tenant fails to pay any installment of Base Rental, or any Additional Rental or other sums of whatever nature owed by Tenant to Landlord under this Lease within ten (10) days of the date such amount is due, there shall be added to such unpaid amount a late charge of ten percent (10%) of the past due amount in order to compensate Landlord for the extra administrative expenses associated with the collection of such late payment. Tenant agrees to pay Landlord interest on any past due amount owed under this Lease at the maximum lawful rate allowed by applicable law from the date due until paid.

3.2       Base Rental . Throughout the Lease Term, Tenant shall pay to Landlord a base annual rental (“Base Rental”) in an amount of $9.10 Net Average per square foot of Net Rentable Area within the Leased Premises per year, or an amount as outlined below per calendar month commencing on the Commencement Date:

3.3       Additional Rental .

(a)   Commencing with the Lease Year in which the Commencement Date occurs and continuing thereafter for each Lease Year during the Lease Term, Landlord shall present to Tenant prior to the beginning of said Lease Year (or for the first Lease Year, prior to the commencement of said term) a statement of Tenant’s Forecast Additional Rental (defined below). In Landlord’s best estimate as of the date of this Lease, Tenant’s Forecast Additional Rental for the first Lease Year is estimated to be $8.90 per square foot of Net Rentable Area in the Leased Premises per year , which shall not be increased during the calendar year of 2004. Tenant Agrees to pay Tenant’s Forecast Additional Rental according to the terms of Section 3.1 (that is, in equal monthly installments in advance). “Tenant’s Forecast Additional Rental” shall mean Landlord’s reasonable estimate of Tenant’s Additional Rental (defined below).

(b)   “Tenant’s Additional Rental,” as used herein, shall mean for each Lease Year or partial Lease Years during the Lease Term, Tenant’s Pro Rata Share of the Base Operating Cost.

(c)   Within one hundred fifty (150) days after the end of the first Lease Year in which the Commencement Date occurs and of each Lease Year thereafter during the Lease Term, or as soon as possible thereafter, Landlord shall provide Tenant a statement showing the Base Operating Cost for said Lease Year and a statement prepared by Landlord comparing Tenant’s Forecast Additional Rental with Tenant’s Additional Rental for said Lease Year. In the event that Tenant’s Forecast Additional Rental exceeds Tenant’s Additional Rental for said Lease Year, Landlord shall pay Tenant (in the form of a credit against rentals next due) an amount equal to such excess. In the event that Tenant’s Additional Rental exceeds Tenant’s Forecast Additional Rental for said Lease Year, Tenant shall pay Landlord, within ten (30) days of receipt of the statement, an amount equal to such difference.

3.4   First Month’s Rent and Security Deposit . At the time of execution of this Lease, Tenant shall pay in advance the first monthly installment of Base Rental and Tenant’s Forecast Additional Rental. On the same date, Tenant shall deposit with Landlord, an amount equal to $8,173.00 (the “Security Deposit”) as security for Tenant’s faithful performance of Tenant’s obligations herein contained. If Tenant defaults in any manner in the performance of Tenant’s obligations contained in this Lease, Landlord may use, apply or retain all or any portion of the Security Deposit for the payment of any rent, or other sum in default or for the payment of any other sum or expense to which Landlord may become obligated by reason of such default, or to compensate Landlord for any loss or damage which Landlord may suffer thereby. Landlord shall not be required to separately account for the Security Deposit nor to maintain an escrow or separate account therefor. If Tenant performs all of Tenant’s obligations under this Lease, the Security Deposit, or so much thereof as has not been applied by Landlord, shall be returned, without payment of interest or other increment for its use, to Tenant (or, at Tenant’s option, the last assignee, if any, of Tenant’s interest hereunder) within sixty (60) days after the expiration of the Lease Term, and after Tenant has vacated the Leased Premises. Landlord’s right to so apply the Security Deposit shall in no manner limit, impair or otherwise affect any of Landlord’s remedies set forth in this Lease.

4.1       Use .

(a)   The Leased Premises are to be used and occupied by Tenant (and its permitted assignees and subtenants) solely for the purpose of general office use and for no other purpose.

(b)   Tenant agrees not to commit or suffer to be committed on the Leased Premises any nuisance or other act or thing against public policy or which violates any law or governmental regulation or which is disreputable or which may disturb the quiet enjoyment of any other tenant of the Building or Parking Areas of which the Leased Premises are a part.

(c)   Tenant will not use, occupy, or permit the use or occupancy of the Leased Premises for any unlawful, disreputable, immoral, or hazardous purpose; or maintain or permit the maintenance of any public or private nuisance; or do or permit any act or thing which may disturb the quiet enjoyment of any other tenant of the Building; or keep any substance or carry on or permit any operation which might emit offensive odors into other portions of the Building; or permit anything to be done which would increase the fire and extended insurance rate of the Building or contents or terminate the fire and extended insurance coverage. The Leased Premises shall not be used for any purpose which would tend to lower the first-class character of the Building, or create unreasonable elevator loads or otherwise interfere with standard Building operations, and Tenant shall not engage in any activity which is not in keeping with the standards of the Building.

(d)   Tenant shall not place, install, or operate on the Leased Premises or in any part of the Building any engine, refrigerating, heating, or air conditioning apparatus, stove, or machinery, or conduct mechanical operations, or place or use in or about the Leased Premises any inflammable, explosive, hazardous, toxic or odorous solvents or materials without the prior written consent of Landlord. No portion of the Leased Premises shall at any time be used for cooking, sleeping or lodging quarters.

4.2       Repairs, Maintenance, and Cleaning . Tenant shall, at all times during the Lease Term and at Tenant’s sole cost and expense, keep the Leased Premises and every part thereof in a clean, attractive condition and in good repair. Tenant will not damage the Leased Premises or any other portions of the Building. Without limitation on any of the foregoing, Tenant hereby recognizes that the Building is a first-class office building and as a further inducement to Landlord to enter into this Lease, Tenant hereby covenants and agrees as follows:

Landlord shall retain the right to monitor the performance of any such obligations. If Landlord determines that Tenant is in default of any of Tenant’s obligations under this Section 4.2 and if Tenant fails to cure such default within forty-eight (48) hours after Landlord has provided a written notice of such default to Tenant, then Landlord shall have the right to cause the same to be cured at Tenant’s expense, and Tenant shall reimburse Landlord for all costs incurred to cure such default plus a charge of fifteen percent (15%) within ten (10) days of Tenant’s receipt of Landlord’s statement for such costs. Tenant shall also be responsible for any damage or injury to any portion of the building which is caused by Tenant, Tenant’s agents, contractors, employees, invitees, or visitors, but such damage or injury shall be repaired or replaced only by Landlord, and Tenant shall repay to Landlord on demand the cost thereof (plus a charge of fifteen percent (15%). Upon the termination of this Lease, Tenant will surrender and deliver the Leased Premises in good order and repair and in the same condition as upon the commencement of this Lease, normal wear and tear and insured casualty loss excepted. Upon termination of this Lease, Landlord shall have the right to reenter and resume possession of the Leased Premises.

4.3   Compliance with Laws; Americans With Disabilities Act . Tenant will comply with and shall cause its visitors, employees, contractors, agents and invitees to comply with all Federal, state, municipal and other laws, ordinances, rules, and regulations applicable to the Leased Premises and the business conducted therein by Tenant. Tenant shall forward to Landlord within five (5) days of their receipt copies of any notices received from any governmental authorities with respect to Tenant’s compliance or non-compliance with any such laws or rules. Tenant shall also comply with the requirements of any board of fire underwriters or other similar body now or hereafter constituted, with any occupancy certificate issued pursuant to any law by any public officer or officers, as well as the provisions of all recorded documents affecting the Leased Premises, insofar as any thereof relate to or affect the condition, use or occupancy of the Leased Premises. Notwithstanding any other provision in this Lease to the contrary, Landlord agrees to be responsible for the requirements effective as of this date under the Americans with Disabilities Act of 1990 (the “Act”) as it relates to (i) the initial build-out of the Leased Premises pursuant to this Lease, (ii) the Common Areas, (iii) the Parking Areas and (iv) structural Building items that Landlord is required to maintain under the terms of this Lease, but only to the extent that such requirements are “readily achievable” (as defined in the Act) and would apply to, and be imposed equally on, any use of the Leased Premises by a typical office space tenant in the Building, as opposed to being attributable to Tenant’s unique use occupancy, or layout of the Leased Premises, including, without limitation, the positioning of Tenant’s furnishings within such Leased Premises. Tenant, at Tenant’s sole cost and expense, shall be responsible for compliance with the Act within the Leased Premises. Landlord and Tenant agree to cooperate fully with each other to enable timely compliance with the provisions of this Section. Tenant will immediately forward to Landlord any notice Tenant receives regarding complaints, inquiries, or claims by any parties under the Act.

4.4       Assignment and Subletting .

(a)   Tenant shall not assign this Lease or sublet these Leased Premises or any part thereof, or mortgage, pledge or hypothecate its leasehold interest without the prior express written permission of Landlord, which permission shall not be unreasonably withheld, conditioned or delayed, and any attempt to do any of the foregoing without the prior express written permission of Landlord shall be void and of no effect. This Section 4.4 shall apply to the hypothecation of any of Tenant’s interest in the leasehold estate, including, but not limited to, sale of more than 50% of stock in a non-publicly traded corporate tenant and sale of more than 50% of a partnership interest in a partnership tenant. In the event Tenant should desire to assign this Lease or sublet the Leased Premises or any part thereof, Tenant shall give Landlord written notice (which shall specify all of the terms of said proposed sublease or assignment as well as the name and address of each proposed assignee or subtenant, and current and complete financial statements [including a balance sheet, income statement and copies of Federal tax returns for the previous three (3) years] of each proposed assignee or subtenant) of such desire at least sixty (60) days in advance of the date on which Tenant desires to make such assignment or sublease. Landlord shall then have a period of thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects: (1) to terminate this Lease as to the space so affected as of the date so specified by Tenant in its notice, in which event Tenant will be relieved of all obligations hereunder as to such space; (2) to permit Tenant to assign this Lease or sublet such space for the duration specified by Tenant in its notice; or (3) to reject the proposed assignment or sublease, for reasonable cause, explained to Tenant. If Landlord should fail to notify Tenant in writing of such election within the thirty (30) day period, Landlord shall be deemed to have elected option (3) above. In addition, no space shall be listed or offered to any broker for listing or advertisement, nor shall Tenant advertise for subletting without prior written approval of Landlord.

(b)   If Landlord exercises its right as of the requested effective date of such assignment, sublease or other transaction to cancel and terminate this Lease as set forth in subparagraph (a) above, Landlord shall not be obligated to pay any consideration to effect such cancellation as to the portion of the Leased Premises and the term of Lease with respect to which Landlord has been requested to permit such assignment, sublease, or other transaction; and if Landlord elects to cancel and terminate this Lease as to the aforesaid portion of the Leased Premises and for the term proposed to be assigned or subleased, then the rent and other charges payable hereunder shall thereafter be proportionately reduced. In addition to the right of Landlord to withhold its consent to the assignment or subletting of the Leased Premises by Tenant as described in Section 4.4, Landlord shall be deemed to have reasonably withheld its consent to any assignment or subletting which would involve a different use of the Leased Premises, any material alteration of the Leased Premises or any impairment of Landlord’s security interest.

(c)   In any case where Landlord consents to an assignment or sublease of the leasehold, the undersigned Tenant will remain liable for the performance of all of the covenants, duties, and obligations in this Lease, including, without limitation, the obligation to pay all rent and other sums to be paid, and Landlord shall be permitted to enforce the provisions of this instrument against the undersigned Tenant and/or any assignee or sublessee without demand upon or proceeding in any way against any other person. In addition, if Landlord consents to such an assignment or sublease, Tenant shall enter into a written agreement with Landlord where it is agreed that any profit realized by Tenant as a result of said assignment or sublease (that is, after deducting all of Tenant’s costs associated therewith, including reasonable brokerage fees and the reasonable cost of remodeling or otherwise improving the Leased Premises for said assignee or sublessee) shall be payable to Landlord as it accrues as additional rent hereunder. If Tenant refuses to execute such written agreement, Landlord shall be deemed to have reasonably withheld its consent to the proposed assignment or sublease.

(d)   In any case where Landlord consents to any such assignment, sublease, or other transaction, Landlord requires consent to sublease executed by Landlord, Tenant and Sublessee and may require that Tenant pay to Landlord a reasonable sum as attorney’s fees (attorney fees shall not exceed $750.00) or other fees and costs to change the lobby directory and tenant signage arising incident to such transaction, and that the assignee or subtenant pay Landlord a reasonable sum incurred by Landlord in moving the assignee or subtenant in and out of the Leased Premises should Landlord provide such assistance; however, Landlord shall have no obligation to provide such service.

(e)   Tenant shall give Landlord written notice of the consummation of any assignment or sublease consented to by Landlord; furnish to Landlord copies of all assignments, transfers, subleases and other documents executed in connection with such assignment or sublease; and notify Landlord in writing of the date the assignee or subtenant takes possession of the Leased Premises or a portion thereof.

(f)   Each sublessee or assignee shall fully observe all covenants of this Lease, including, without limitation, the use restrictions of this Lease and provisions of this Lease pertaining to Tenant signage and alteration of the Leased Premises, and no consent by Landlord to an assignment or sublease shall be deemed in any manner to be consent to a use not permitted under this Lease. Any consent by Landlord to a particular assignment or sublease shall not constitute Landlord’s consent to any other or subsequent assignment or sublease, and any proposed assignment or sublease by an assignee or sublessee of Tenant shall be subject to the provisions of this Section 4.4 as if it were a proposed assignment or sublease by Tenant.

(g)   As a condition precedent to any actual or deemed consent of Landlord to any assignment or subletting, Tenant shall cause the assignee or subtenant to take all action necessary to assure that the statutory and contractual Landlord’s liens apply to property of the subtenant or assignee to the same or greater extent, for the same or greater value of property, and with the same or better priority than Tenant’s property which is subject to such landlord’s liens. Tenant shall furnish a current UCC Search of the proposed subtenant or assignee and shall cause the assignee or subtenant to execute financing statements pursuant to the terms of this Lease.

4.5       Rules and Regulations . Tenant shall perform, observe, and comply with the Rules and Regulations of the Building, as attached to and made a part of this Lease as Exhibit “C” and, upon written notice thereof to Tenant, any changes, amendments, or additions as from time to time shall be established and deemed advisable by Landlord for tenants of the Building. Landlord shall not have any liability to Tenant for any failure of any other tenant or tenants of the Building to comply with such Rules and Regulations.

4.6       Alterations by Tenant .

(a)   Tenant shall not make or allow to be made (except as otherwise specifically provided in this Lease) any alterations or physical additions (including fixtures) to be made in or to the Leased Premises, or place safes, vaults or other heavy furniture or equipment within the Leased Premises, without first obtaining the written consent of Landlord. Tenant shall deliver to Landlord a copy of the “as-built” plans and specifications for all alterations or physical additions made with the approval of Landlord in or to the Leased Premises. Tenant agrees specifically that no food, soft drink or other vending machine will be installed within the Leased Premises without the written consent of Landlord. Landlord shall retain the right to monitor the performance of any alterations or additions to the Leased Premises after the plans and specifications for same have been approved by Landlord.

(b)   All alterations, physical additions or improvements in or to the Leased Premises (including fixtures) shall, when made, become the property of Landlord and shall be surrendered to Landlord upon termination of this Lease; provided, however, this clause shall not apply to movable trade fixtures, equipment or furniture owned by Tenant as long as Tenant restores the Leased Premises to its initial improved condition after the removal of any such property by Tenant.

(c)   Tenant shall indemnify and hold harmless Landlord from and against all costs (including attorneys’ fees and costs of suit), losses, liabilities or causes of action arising out of or relating to any alterations, additions or improvements made by Tenant to the Leased Premises, including, but not limited to, any mechanic’s or materialmen’s liens asserted in connection therewith.

(d)   Should any mechanic’s or other lien or liens be filed against any portion of the Building by reason of Tenant’s acts or omissions or because of a claim against Tenant, Tenant shall cause the same to be canceled or discharged of record by bond or otherwise within ten (10) days after notice by Landlord. If Tenant shall fail to cancel or discharge said lien or liens within said ten-day period, Landlord may, at its sole option, cancel or discharge the same and, upon Landlord’s demand, Tenant shall promptly reimburse Landlord for all costs incurred in canceling or discharging such liens.

4.7       Taxes Payable By Tenant . In addition to all other sums to be paid by Tenant under this Lease, Tenant shall pay, before delinquency, any and all taxes levied or assessed during the Lease Term on inventory, equipment, furniture, fixtures and other personal property located in the Leased Premises, and shall reimburse Landlord upon demand for any and all taxes paid or payable by Landlord (other than state and federal personal or corporate income taxes measured by the net income of Landlord from all sources) whether or not now customary or within the contemplation of the parties to this Lease:

(a)   upon or with respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Leased Premises, or any portion thereof;

(b)   upon, measured by or reasonably attributable to the cost or value of Tenant’s equipment, furniture, fixtures, inventory and other personal property located in the Leased Premises or the cost or value of any leasehold improvements within the Leased Premises; and

(c)   upon this transaction or any document to which Tenant is a party creating or transferring an interest or an estate in the Leased Premises.

If it is not lawful for Tenant to reimburse Landlord for any of the foregoing taxes, the rental payable to Landlord under this Lease shall be revised to net to Landlord as would have been payable to Landlord before the imposition of any such tax.

4.8   Condition of Leased Premises . Tenant has full knowledge of all matters pertaining to the Leased Premises, including, but not limited to, the condition of the tenant improvements therein. Accordingly, Tenant hereby acknowledges that it is leasing the Leased Premises on an “AS IS” basis in whatever physical condition the same may be, and Landlord makes no warranties of any kind or nature, express, implied, or otherwise, or any covenants of any kind or nature, in connection therewith. Tenant expressly waives and disclaims all representations, warranties (express or implied) and agreements not expressly set forth in this Lease, including but not limited to any implied warranty of suitability of the Leased Premises for the intended commercial use of Tenant.

4.9       Limits on Hazardous Materials . With respect to Hazardous Materials, Tenant hereby agrees that:

(a)   No activity will be conducted on the Leased Premises that will produce any Hazardous Materials;

(b)   The Leased Premises will not be used for the storage of any Hazardous Materials except for the temporary storage of minimal amounts of such materials that are used in the ordinary course of Tenant’s business, provided that such Hazardous Materials are properly stored in a manner and location meeting all applicable laws concerning Hazardous Materials and approved in advance and in writing by Landlord;

(c)   Tenant will not permit any Hazardous Materials to be brought on to the Leased Premises, except to the extent authorized in item (b) described above.

If at any time during or after the Lease Term the Leased Premises is found to be contaminated by Hazardous Materials, Tenant agrees to indemnify and hold Landlord harmless from all claims, demands, actions, liabilities, costs, expenses, damages and obligations of any nature arising from or as a result of the breach of the provisions of this paragraph by Tenant. The foregoing indemnification shall survive the termination or expiration of this Lease.

5.1       Right of Access by Landlord . Landlord or Landlord’s agents, employees or representatives may enter the Leased Premises during normal business hours, following reasonable notice (except in the case of a bona fide emergency or with Tenant’s consent), to (a) inspect the same, (b) exhibit the same to prospective purchasers, mortgagees or tenants, (c) determine whether Tenant is complying with all its obligations hereunder, (d) supply any service to be provided by Landlord to Tenant hereunder, (e) post “for lease” signs of reasonable size upon the Leased Premises during the last six (6) months of the Lease Term, and (f) make repairs required of Landlord under the terms hereof or repairs and/or improvements to any adjoining space or utility services or make repairs, alterations or additions to any other portion of the Building as Landlord may deem necessary or proper for the safety, improvement, or preservation of the Leased Premises or of the Building, as a first class building. All such work shall be done as promptly as reasonably possible and so as to cause as little interference to Tenant as reasonably possible, but Tenant shall in no event be entitled to any abatement or reduction in rent by reason thereof. Tenant hereby waives any claim for damages for any injury or inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment of the Leased Premises resulting from any such actions by Landlord. Landlord shall at all times have and retain keys with which to unlock all of the doors in, on and above the Leased Premises (excluding Tenant’s vaults, safes and similar areas designated in writing by Tenant in advance) and Landlord shall have the right to use any and all means which Landlord may deem proper to open said doors in an emergency to obtain entry to the Leased Premises, and any entry to the Leased Premises obtained by Landlord by any of said means, or otherwise, shall not under any circumstances be construed or deemed to be a forcible or unlawful entry into or a detainer of the Leased Premises or an eviction, actual or constructive, of Tenant from the Leased Premises, or any portion thereof. Landlord shall also have, at all times, the keys and/or combination necessary to deactivate any on-Premises audible fire or burglary alarm system and Landlord shall have the right to turn off the audible alarm once it has sounded.

5.2       Services to be Provided by Landlord . Subject to the rules and regulations referred to below, Landlord shall furnish Tenant the following services during the Lease Term:

(a)   Air conditioning and heating, at such temperatures in such amounts, and at such times as are considered by Landlord to be standard office conditions for the Building during normal business hours for the Building which are 7:00 a.m. to 6:00 p.m. Monday through Friday, and 8:00 a.m. to 12:00 noon Saturday, but not on Sundays and holidays. Overtime service for same shall be furnished to Tenant only upon the prior request of Tenant and Tenant shall bear the cost $35.00 per hour per zone which is the standard hourly rate charged to other tenants in the Building. Tenant must request additional services 24 hours in advance or before 12:00 noon on the business day before Tenant desires such service, or before 12:00 noon on Fridays for service on Saturdays after 12:00 p.m., Sundays and Holidays.

(b)   Janitorial service in and about the Building and the Leased Premises, five days per week, and window washing, as determined by Landlord to be reasonable; provided, however, if Tenant’s floor coverings or other improvements are other than Building standard, Tenant shall pay the additional cleaning cost, if any attributable thereto, plus fifteen percent (15%) to cover cost of administration.

(c)   Proper facilities to furnish sufficient electrical power for building standard lighting, typewriters, dictating equipment, calculating machines, and other machines of similar low electrical consumption, but not including electricity required for electronic data processing equipment or special lighting in excess of building standard. Tenant shall pay to Landlord, monthly as billed, such charges as may be separately metered or as Landlord’s engineer may compute for any electrical service in excess of that stated above.

(d)   Water for drinking, lavatory, and toilet purposes.

(e)   Replacement of ballasts and fluorescent lamps in building standard ceiling-mounted fixtures installed by Landlord and incandescent bulb replacement in all public areas of the Building.

No interruption, malfunction, diminution or termination of any services listed in Section 5.2, or elsewhere in this Lease, including any such interruption, malfunction, diminution or termination that may occur due to governmental regulations or utility policies, or in the event of Landlord’s decision to improve any space in the Building in general, so as to maintain the Building in a first class manner, shall constitute or be deemed to be a constructive eviction or disturbance of Tenant’s use, possession or commercial suitability of the Leased Premises or Building or a breach by Landlord of any of its obligations hereunder or render Landlord liable for damages (including loss of profits) or entitle Tenant to be relieved from any of its obligations hereunder (including Tenant’s independent obligation to pay rent) or grant Tenant any right of setoff or recoupment. In the event of any such interruption, malfunction, diminution or termination, however, Landlord shall use reasonable diligence to restore such service. In addition to the foregoing, should any of the equipment or machinery break down or for any cause cease to function properly, Tenant shall have no claim for rebate of rent or damages on account of an interruption in service occasioned thereby or resulting therefrom. Nothing in this Lease shall be construed to require Landlord to furnish telephone service of any kind or nature to Tenant.