SUBLEASE

Sublease Agreement

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SPECTRALINK CORP | Carrier Access Corporation | 2545 CENTRAL, LLC

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Title: SUBLEASE
Governing Law: Colorado Date: 3/11/2004
Industry: Communications Equipment Law Firm: Hutchinson Black and Cook, LLC Sector: Technology

SUBLEASE, Parties: spectralink corp , carrier access corporation , 2545 central llc

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Exhibit C to Sublease, Assumption and Consent Agreement

Confidential

SUBLEASE

1. PARTIES

This Sublease is entered into by and between Carrier Access Corporation, Tenant,

SpectraLink Corporation, Subtenant, as a Sublease under the Master Lease dated

December 13, 1999, as amended, entered into by 2545 Central, LLC, as Landlord,

and the Tenant (the "Master Lease"). A copy of the Master Lease is attached

hereto as Exhibit A.

2. PROVISIONS CONSTITUTING SUBLEASE

(a) This Sublease is subject to all of the terms and conditions of

the Master Lease in Exhibit A and Subtenant shall assume and perform the

obligations of Tenant in said Master Lease, to the extent said terms and

conditions are applicable to the premises subleased pursuant to this Sublease

(the "Subleased Premises"). Subtenant shall not knowingly or willfully commit or

permit to be committed on the Subleased Premises any act or omission that shall

violate any term or condition of the Master Lease. In the event of the

termination of Tenant's interest as Tenant under the Master Lease for any

reason, then this Sublease shall terminate coincidentally therewith without any

liability of Tenant to Subtenant.

(b) Except as otherwise stated in the Sublease, all of the terms

and conditions contained in the Exhibit A Master Lease are incorporated herein

as terms and conditions of this Sublease (with each reference therein to

Landlord and Tenant to be deemed to refer to Tenant and Subtenant, respectively)

and, along with all of the following Sections set out in this Sublease, shall be

the complete terms and conditions of this Sublease.

3. PREMISES

Tenant leases to Subtenant and Subtenant hires from Tenant the following

described Subleased Premises together with the appurtenances, situated in the

City of Boulder, County of Boulder, State of Colorado, approximately 7,483

rentable square feet located at 5766 Central Avenue, Second Floor, Boulder, CO

80301, as shown on Exhibit B attached hereto.

4. RENTAL

Subtenant shall pay to Tenant as rent ("Base Rent") for the Subleased Premises

in advance on the first day of each calendar month of the term of this Sublease

without deduction, offset, prior notice or demand, in lawful money of the United

States, as follows:

October 1, 2003 through $9.00 per rentable square foot per

September 30,2004 annum, or $5,612.25 per month,

plus triple net adjustment

October 1, 2004 through $9.27 per rentable square foot per

September 30, 2005 annum, or $5,780.62 per month,

plus triple net adjustment

October 1, 2005 through $9.55 per rentable square foot per

September 30, 2006 annum, or $5,955.22 per month,

plus triple net adjustment

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October 1, 2006 through $9.84 per rentable square foot per

June 30, 2007 annum, or $6,136.06 per month,

plus triple net adjustment

Landlord may at any time give Subtenant written notice to make payments directly

to Landlord, and in such event, Subtenant shall thereafter make all payments due

hereunder directly to Landlord and shall provide Tenant with copies evidencing

each such payment and, in such event, no further payments will be due hereunder

from Subtenant to Tenant. Triple net adjustment shall be calculated and adjusted

from time to time by the Landlord per the terms of the Master Lease. First year

triple net expenses are currently $4.49 per square foot per year

($2797.00/month). Utilities and janitorial shall be contracted for and paid by

Subtenant separately. If the commencement date is not the first day of the

month, or if the Sublease termination date is not the last day of the month, a

prorated monthly installment shall be paid at the then current rate for the

fractional month during which the Sublease commences and/or terminates. Receipt

of $8,409.25 is hereby acknowledged for rental for the first month, and the

additional amount of $5,612.25 as non-interest bearing security for performance

under this Sublease. In the event Subtenant has performed all of the terms and

conditions of this Sublease throughout the term, upon Subtenant vacating the

Subleased Premises, the amount paid as a security deposit shall be returned

within 30 days to Subtenant after first deducting any unpaid amounts which

Subtenant owes to Tenant hereunder.

5. TERM

(a) The term of this Sublease shall be for a period of forty-five

(45) months commencing on October 1, 2003 and ending on June 29, 2007.

(b) In the event Tenant is unable to deliver possession of the

Subleased Premises at the commencement of the Sublease term, Tenant shall not be

liable for any damage caused thereby, nor shall this Sublease be void or

voidable, but Subtenant shall not be liable for rent until such time as Tenant

offers to deliver possession of the Subleased Premises to Subtenant, but the

term hereof shall not be extended by such delay. If Subtenant, with Tenant's

consent, takes possession prior to the commencement of the term, Subtenant shall

do so subject to all of the covenants and conditions hereof and shall pay rent

for the period ending with the commencement of the term at the same rental as

that prescribed for the first month of the term, prorated at the rate of l/30

th thereof per day.

6. USE

Subtenant shall use the Premises for communications hardware and software

research and development, engineering laboratory, and any accessory

administrative office uses and for no other purpose without the prior written

consent of Tenant and Landlord. Subtenant's business shall be established and

conducted throughout the term hereof in a first class manner. Subtenant shall

not use the Subleased Premises for, or carry on, or permit to be carried on, any

offensive, noisy or dangerous trade, business, manufacture or occupation nor

permit any auction sale to be held or conducted on or about the Subleased

Premises. Subtenant shall not do or suffer anything to be done upon the

Subleased Premises that will cause structural injury to the Subleased Premises

or the building of which the Subleased Premises form a part. The Subleased

Premises shall not be overloaded and no machinery, apparatus or other appliance

shall be used or operated in or upon the Subleased Premises that will in any

manner injure, vibrate or shake the Subleased Premises or the building of which

they are a part. No use shall be made of the Subleased Premises that will in any

way impair the efficient operation of the sprinkler system (if any) within the

building containing the Subleased Premises. Subtenant shall not leave the

Subleased Premises unoccupied or vacant during the term. Subtenant shall not

knowingly or willfully use or permit the use of the Subleased Premises or any

part thereof for any purpose that will increase the existing rate of insurance

upon the building in which the Subleased Premises are located, or cause a

cancellation of any insurance policy covering the building or any

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part thereof. If any act on the part of Subtenant or use of the Subleased

Premises by Subtenant shall cause directly or indirectly, any increase of

Tenant's insurance expense, said additional expense shall be paid by Subtenant

to Tenant upon demand. No such payment by Subtenant shall limit Tenant in the

exercise of any other rights or remedies, or constitute a waiver of Tenant's

right to require Subtenant to discontinue such act or use.

7. DEFAULT

"Default" shall be defined as any one of the following events:

i. If Subtenant shall fail to make due and punctual payment of

rent or any other amounts payable under this Sublease and such

failure shall continue for ten (10) days;

ii. If Subtenant shall abandon the Subleased Premises or remove

leasehold improvements or fixtures constituting property of

Tenant or Landlord;

iii. If this Sublease shall be transferred to or shall pass to or

devolve upon any person or party other than Subtenant, except

pursuant to the written consent of Tenant and Landlord;

iv. If Subtenant shall fail to perform any of the other

agreements, terms, covenants or conditions of this Sublease or

the Master Lease (except as modified by this Sublease) and

such non-performance shall continue for a period of fifteen

(15) days after written notice by Tenant or Landlord to

Subtenant, or if such performance cannot be reasonably had

within the fifteen (15) day period, Subtenant shall not in

good faith have commenced such performance within the

fifteen-day period and does not thereafter diligently proceed

to cure the breach.

(a) In addition to and separate from any rights and remedies described in

the Master Lease, the following remedies shall apply to Default by Subtenant: If

any one or more events of Default shall happen, then Tenant and Landlord shall

have the right, then or any time thereafter, without demand or notice to

re-enter and take possession of the Subleased Premises and expel Subtenant and

remove its possessions without being deemed guilty of any manner of trespass and

without prejudice to any remedies for arrearages of rent or other breaches of

this Sublease. The exercise or beginning of the exercise by Tenant or Landlord

of any one or more of the rights or remedies provided for in this Sublease, or

in the Master Lease, or now or hereafter existing at law or in equity shall not

preclude the simultaneous or later exercise by Tenant or Landlord of any other

available right or remedy. In the event of any litigation between Subtenant and

Tenant or Landlord, arising out of or related to this Sublease or the Master

Lease, the prevailing party shall be entitled to recover its reasonable

attorney's fees, arbitration fees, court costs and any other expenses.

8. NOTICES

All notices or demands of any kind required or desired to be given by Tenant or

Subtenant hereunder shall be in writing and shall be deemed delivered

forty-eight (48) hours after depositing the notice or demand in the United

States mail, certified or registered, postage prepaid, addressed to the Tenant

or Subtenant respectively at the addresses set forth after their signatures at

the end of this Sublease. All rent and other payments due under this Sublease or

the Master Lease shall be made by Subtenant to Tenant at the same address or as

otherwise instructed by Tenant or Landlord pursuant to Section 4 above. A copy

of any notice given by Tenant or Subtenant hereunder shall be sent at the same

time and in the same manner to the Landlord at c/o Flatiron Park Company, 5540

Central Avenue, Boulder, CO 80301.

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9. CONDITIONS OF PREMISES

Subtenant has inspected the Subleased Premises and accepts the Subleased

Premises in their present state and condition.

10. ADDITIONAL PROVISIONS

(a) This Sublease is contingent upon Tenant receiving written

approval from the Landlord in the form of the Sublease, Assumption and Consent

Agreement to which this Sublease Agreement is an attachment.

(b) Any improvements required by Subtenant shall be paid for by

Subtenant.

be paid by Tenant.

(d) Tenant is not and has not been in violation of Article 9 of

the Master Lease and has no knowledge of any activities conducted on the

Premises during its tenancy that could be considered a violation of Article 9.

(e) Base rent shall be increased annually by the amount and at the

time specified in Section 4, above.

(f) Buyout of Master Lease. Subtenant understands that Tenant is

interested in the possibility of negotiating a buyout of the Master Lease with

Landlord. Tenant agrees to participate and cooperate in an assignment of the

Sublease to the Landlord in the event that any such buyout is negotiated during

the term of the Sublease, provided that the terms of the Sublease remain

unchanged and that there is no detriment to Subtenant. Except as provided

herein, the terms of any such buyout of the Master Lease are within the sole

discretion of Tenant and Landlord.

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DATED: September 30, 2003

TENANT: Carrier Access Corporation SUBTENANT: SpectraLink Corporation

By: TIMOTHY R AMBER By: NANCY K HAMILTON

------------------------- ------------------------------

Title: CFO Title: CFO

Address: 5395 Pearl Parkway, Boulder, Address: 5755 Central Avenue,

CO 80301 Boulder, CO 80301

FAX (303) 218-5567 FAX (303) 440-5330

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Exhibit B to Sublease, Assumption and Consent Agreement

[FLOOR PLAN]

5766 CENTRAL AVENUE 2ND FLOOR

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Exhibit A to Sublease, Assumption and Consent Agreement

And to Sublease

LEASE

Between

2545 Central LLC

and

Carrier Access Corporation

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SUMMARY OF BASIC LEASE TERMS

1. Tenant: Carrier Access Corporation

(a) Tenant's entity and jurisdiction: Delaware corporation

(b) Tenant's federal taxpayer identification number: 84-1208770

2. Building Address: 5766 Central Avenue

Boulder, CO 80301

Type: Single User

3. Demised Premises:

(a) Approx. Total Rentable Square Footage: 14,966

(b) Suite Number: 100

4. Initial Lease Term:

(a) Period: 7 years

(b) Commencement Date: July 1, 2000

5. Basic Rent:

Rent Schedule:

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July 1, 2000 to June 30, 2001 $18,708.00 per month

July 1, 2001 to June 30, 2002 $19,643.00 per month

July 1, 2002 to June 30, 2003 $20,625.00 per month

July 1, 2003 to June 30, 2004 $21,656.00 per month

July 1, 2004 to June 30, 2005 $22,739.00 per month

July 1, 2005 to June 30, 2006 $23,876.00 per month

July 1, 2006 to June 30, 2007 $25,070.00 per month

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6. Additional Rent

Tenant's Pro Rata Share (for Additional Rent): 100%

7. Security Deposit Amount: $18,708.00

Landlord Initials RLH

Tenant Initials WW

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8. Place for Payments:

2545 Central LLC

c/o Flatiron Park Company

5540 Central Avenue

Boulder, CO 80301

9. Place for Notices:

2545 Central, LLC. with a copy to: Hutchinson Black and Cook, LLC

c/o Flatiron Park Company 1215 Spruce Street

5540 Central Avenue P.O. Box 1170

Boulder, CO 80301 Boulder, CO 80306

Attn: David M. Packard and

Bruce D. Dierking

Carrier Access Corporation

5395 Pearl Parkway

Boulder, CO 80301

10. Permitted Use(s) by Tenant: Communication hardware and software

research and development, engineering laboratory, and accessory

administrative office uses to include customer support, training, sales

and general administration.

11. Broker(s): None

12. Utilities: Direct to Tenant

Landlord Initials RLH

Tenant Initials WW

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TABLE OF CONTENTS

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ARTICLE 1 GENERAL........................................................ 1

1.1 Consideration.................................................. 1

1.2 Exhibits and Addenda to Lease.................................. 1

ARTICLE 2 DEFINITIONS; DEMISE OF PREMISES................................ 1

2.1 Demise......................................................... 1

2.2 Demised Premises............................................... 1

2.3 Square Footage and Address..................................... 1

2.4 Land........................................................... 1

2.5 Building....................................................... 1

2.6 Improvements................................................... 2

2.7 Property....................................................... 2

2.8 Common Facilities.............................................. 2

2.9 Parking Area................................................... 2

2.10 Use of Common Facilities and Parking Area...................... 2

2.11 Covenant of Quiet Enjoyment.................................... 2

2.12 Condition of Demised Premises.................................. 2

ARTICLE 3 TERM OF LEASE.................................................. 3

3.1 Lease Term..................................................... 3

3.2 Commencement Date.............................................. 3

3.3 Early Occupancy or Entry....................................... 3

ARTICLE 4 RENT AND OTHER AMOUNTS PAYABLE................................. 3

4.1 Basic Rent..................................................... 3

4.2 Monthly Rent................................................... 3

4.3 Place of Payments.............................................. 3

4.4 Lease a Net Lease and Rent Absolute............................ 3

4.5 Additional Rent................................................ 3

4.6 Tenant's Pro Rate Share........................................ 4

4.7 Monthly Deposits for Taxes, Insurance, and

Common Facilities Charges...................................... 4

4.8 Security Deposit............................................... 4

4.9 General Provisions as to Monthly Deposits and Security Deposit. 4

4.10 Rent Regulations............................................... 5

ARTICLE 5 TAXES AND ASSESSMENTS.......................................... 5

5.1 Covenant to Pay Taxes and Assessments.......................... 5

5.2 Proration at Commencement and Expiration of Term............... 5

5.3 Special Assessments............................................ 5

5.4 New or Additional Taxes........................................ 5

5.5 Landlord's Sole Right to Contest Taxes......................... 6

ARTICLE 6 INSURANCE...................................................... 6

6.1 Casually Insurance............................................. 6

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6.2 Liability Insurance............................................ 6

6.3 Other Insurance................................................ 6

6.4 General Provisions Respecting Insurance........................ 6

6.5 Cooperation in the Event of Loss............................... 7

ARTICLE 7 UTILITY, OPERATING, MAINTENANCE AND REPAIR EXPENSES............ 7

7.1 Utility Charges................................................ 7

7.2 Common Facilities Charges...................................... 7

7.3 Tenant's Maintenance Obligation................................ 7

7.4 Landlord's Maintenance Obligation.............................. 7

ARTICLE 8 OTHER COVENANTS OF TENANT...................................... 8

8.1 Limitation on Use by Tenant.................................... 8

8.2 Compliance with Laws........................................... 8

8.3 Compliance with Insurance Requirements......................... 8

8.4 No Waste or Impairment of Value................................ 8

8.5 No Overloading................................................. 8

8.6 No Nuisance, Noxious or Offensive Activity..................... 8

8.7 No Annoying Lights, Sounds or Odors............................ 8

8.8 No Unsightliness............................................... 8

8.9 No Animals..................................................... 9

8.10 Restriction on Signs and Exterior Lighting..................... 9

8.11 No Violation of Covenants...................................... 9

8.12 Restriction on Changes and Alterations......................... 9

8.13 No Mechanic's Liens............................................ 9

8.14 No Other Encumbrances.......................................... 10

8.15 Subordination to Landlord Mortgages............................ 10

8.16 Assignment or Subletting....................................... 10

8.17 Annual Financial Statements... ................................ 11

8.18 Payment of Income and Other Taxes.............................. 11

8.19 Estoppel Certificates.......................................... 11

8.20 Landlord Right to Inspect and Show Premises and to Install

"For Sale" Signs............................................... 12

8.21 Landlord Right to Renovate, Expand or Modify Building.......... 12

8.23 Landlord Title to Fixtures, Improvements and Equipment......... 12

8.24 Removal of Tenants Equipment................................... 12

8.25 Tenant Indemnification of Landlord............................. 13

8.26 Liability of Landlord.......................................... 13

8.27 Release upon Transfer by Landlord.............................. 13

8.28 Rules and Regulations.......................................... 13

8.29 Monitoring Equipment........................................... 13

ARTICLE 9 ENVIRONMENTAL MATTERS.......................................... 14

9.1 Definitions.................................................... 14

9.1.1 Hazardous Material....................................... 14

9.1.2 Environmental Requirements............................... 14

9.1.3 Environmental Damages.................................... 14

9.2 Tenant's Obligation to Indemnify, Defend and Hold Harmless..... 14

9.3 Tenant's Obligation to Remediate............................... 15

9.4 Notification................................................... 15

9.5 Negative Covenants............................................. 15

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9.5.1 No Hazardous Material on Demised Premises............. 15

9.5.2 No Violations of Environmental Requirements........... 16

9.6 Landlord's Right to Inspect and to Audit Tenant's Records.... 16

9.7 Landlord's Right to Remediate................................ 16

9.8 Survival of Environmental Obligations........................ 16

ARTICLE 10 DAMAGE OR DESTRUCTION........................................ 16

10.1 Damage to Demised Premises................................... 16

10.2 Options to Terminate if Damage to Demised Premises is

Substantial.................................................. 16

10.3 Damage to Building........................................... 17

10.4 Obligations to Repair and Restore............................ 17

10.5 Application of Insurance Proceeds........................... 17

ARTICLE 11 CONDEMNATION................................................. 17

11.1 Taking - Substantial Taking - Insubstantial Taking........... 17

11.2 Termination on Substantial Taking............................ 17

11.3 Restoration on Insubstantial Taking.......................... 17

11.4 Right to Award............................................... 18

ARTICLE 12 DEFAULTS BY TENANT........................................... 18

12.1 Defaults Generally........................................... 18

12.2 Failure to Pay Rent or Other Amounts......................... 18

12.3 Violation of Lease Terms..................................... 18

12.4 Nonoccupancy of Demised Premises............................. 18

12.5 Transfer of Interest Without Consent......................... 18

12.6 Execution and Attachment Against............................. 18

12.7 Bankruptcy or Related Proceedings............................ 18

ARTICLE 13 LANDLORD'S REMEDIES.......................................... 19

13.1 Remedies Generally........................................... 19

13.2 Cure by Landlord............................................. 19

13.3 Termination of Lease and Damages............................. 19

13.4 Repossession and Reletting................................... 19

13.5 Security Interest............................................ 20

13.6 Suits by Landlord............................................ 20

13.7 Recovery of Landlord Enforcement Costs....................... 20

13.8 Administrative Late Charge................................... 20

13.9 Interest on Past-Due Payments and Advances................... 20

13.10 Landlord's Bankruptcy........................................ 20

13.11 Remedies Cumulative.......................................... 21

ARTICLE 14 SURRENDER AND HOLDING OVER................................... 21

14.1 Surrender upon Lease......................................... 21

14.2 Holding Over................................................. 21

ARTICLE 15 MISCELLANEOUS................................................ 21

15.1 No Implied Waiver............................................ 21

15.2 Survival of Provisions....................................... 21

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15.3 Covenants Independent........................................ 21

15.4 Covenants as Conditions...................................... 21

15.5 Tenant's Remedies............................................ 21

15.6 Binding Effect............................................... 22

15.7 Short Form Lease............................................. 22

15.8 Notices and Demands.......................................... 22

15.9 Force Majeure................................................ 22

15.10 Time of the Essence.......................................... 22

15.11 Captions for Convenience..................................... 22

15.12 Severability................................................. 22

15.13 Governing Law and Venue...................................... 22

15.14 Entire Agreement/Further Assurances.......................... 22

15.15 No Oral Amendment or Modifications........................... 23

15.16 Real Estate Brokers.......................................... 23

15.17 Relationship of Landlord and Tenant.......................... 23

15.18 Authority of Tenant.......................................... 23

</TABLE>

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LEASE

This Lease is made this 13 day of December, 1999, between 2545 Central

LLC, a Colorado limited liability company, ("Landlord), whose address is c/o

Flatiron Park Company, 5540 Central Avenue, Boulder, Colorado 80301, and Carrier

Access Corporation, a Delaware corporation, ("Tenant"), whose address is 5766

Central Avenue, Boulder, CO 80301.

ARTICLE 1

GENERAL

1.1 Consideration. Landlord enters into this Lease in

consideration of the payment by Tenant of the Rents herein reserved and the

keeping, observance and performance by Tenant of the covenants and agreements of

Tenant herein contained.

1.2 Exhibits and Addenda to Lease. The Exhibits and Addenda listed

below shall be attached to this Lease and be deemed incorporated in this Lease

by this reference. In the event of any inconsistency or conflict between such

Exhibits and Addenda and the terms and provisions of this Lease, the terms and

provisions of the Exhibits and Addenda shall control. The Attachments, Exhibits

and Addenda to this Lease are:

Summary of Basic Lease Terms

Exhibit A Legal Description of Land

Exhibit B Location of Demised Premises within Building

Exhibit C Notice of Non-Liability for Mechanics' Liens

Exhibit D Form of Subordination, Non-Disturbance and

Attornment Agreement

Exhibit E Form of Sublease, Assumption and Consent Agreement

Exhibit F Form of Assignment, Assumption and Consent Agreement

Exhibit G Form of Estoppel Certificate

Exhibit H Declaration of Protective Covenants

ARTICLE 2

DEFINITIONS: DEMISE OF PREMISES

2.1 Demise. Subject to the provisions, covenants and agreements

herein contained, Landlord hereby leases and demises to Tenant, and Tenant

hereby leases from Landlord, the Demised Premises as hereinafter defined, for

the Lease Term as hereinafter defined, subject to existing covenants,

conditions, restrictions, easements and encumbrances affecting the same.

2.2 Demised Premises. The "Demised Premises" shall mean the space

to be occupied by Tenant as depicted on Exhibit B attached hereto. The Demised

Premises are within the Building which is located on the Land, as the terms

"Building" and "Land" are hereinafter defined.

2.3 Square Footage and Address. The Demised Premises contains

approximately the rentable floor area set forth in the Summary of Basic Lease

Terms. The address of the Demised Premises is the address set forth in the

Summary of Basic Lease Terms.

2.4 Land. "Land" shall mean the parcel of real property more

particularly described in Exhibit A attached hereto, as the same may be

replatted, resubdivided or adjusted from time to time by Landlord in its sole

discretion; PROVIDED, HOWEVER, THAT NO SUCH REPLAT OR RESUBDIVISION SHALL HAVE

ANY MATERIAL ADVERSE IMPACT ON TENANT'S USE AND ENJOYMENT OF THE DEMISED

PREMISES, INCLUDING THE PARKING AREA.

2.5 Building "Building" shall mean the building or buildings

constructed on the Land, as the same may be expanded, remodeled, reconstructed

or otherwise modified from time to time by Landlord in its sole

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discretion, currently containing approximately the number of square feet of

interior floor area set forth on the Summary of Basic Lease Terms. If there is

more than one building constructed on the Land, the term "Building" shall mean

collectively all buildings constructed upon the Land; PROVIDED, HOWEVER, THAT NO

SUCH CONSTRUCTION SHALL HAVE ANY MATERIAL ADVERSE IMPACT ON TENANT'S USE AND

ENJOYMENT OF THE DEMISED PREMISES, INCLUDING THE PARKING AREA.

2.6 Improvements. "Improvements" shall mean the Building, the

Parking Area as hereinafter defined, and all other fixtures and improvements on

the land, including landscaping thereon.

2.7 Property. "Property" shall mean the Land, the Building and the

Improvements and any fixtures and personal property used in operation and

maintenance of the Land, Building and Improvements other than fixtures and

personal property of Tenant and other users of space in the Building.

2.8 Common Facilities. "Common Facilities" shall mean all of the

Property except (a) the Demised Premises and (b) the other premises in the

Building leased or held for lease to other tenants that is intended to be used

in common by Tenant and other tenants. Common Facilities shall include, without

limitation, the Parking Area and any walks, driveways, and, if applicable, lobby

areas, halls, stairs, elevators, restrooms, utility rooms, and janitorial

closets designed for common use of Tenant and other users of space in the

Building.

2.9 Parking Area. "Parking Area" shall mean that portion of the

Land which is or is to be paved and otherwise improved or designated unimproved

land for the parking of motor vehicles.

2.10 Use of Common Facilities and Parking Area. Tenant is hereby

granted the non-exclusive right and license to use, in common with others

entitled to such use, the Common Facilities, as they from time to time exist,

subject to the rights of Landlord reserved herein. Tenant shall not interfere,

at any time, with the rights of Landlord and others entitled to use any part of

the Common Facilities, and shall not store, either permanently or temporarily,

any materials, supplies or equipment on the Common Facilities. Landlord shall

have the right, at any time, to change, reduce or otherwise alter the Common

Facilities, in its sole discretion and without compensation to Tenant; provided,

however, Landlord shall provide reasonable parking in the Parking Areas, loading

areas and access to the Demised Premises to Tenant. LANDLORD SHALL NOT

MATERIALLY REDUCE THE PARKING AREA WITHOUT TENANT'S PRIOR WRITTEN CONSENT.

Tenant covenants and agrees not to make excessive use of the Parking Area.

Landlord shall have the right at any time to assign spaces in the Parking Area

to individual tenants, in its sole discretion, provided that Landlord shall

provide a reasonable number of spaces for Tenant. Landlord shall not be

responsible for any injuries to any person nor any damage to any automobile,

vehicle or other property which occurs in or about the Parking Area. Tenant

shall not park nor permit the parking of any vehicles in the Parking Area

overnight without Landlord's prior, written permission; PROVIDED, HOWEVER, THAT

TENANT SHALL NOT BE REQUIRED TO OBTAIN LANDLORD'S PERMISSION FOR OVERNIGHT

PARKING OF OPERATIONAL VEHICLES BELONGING TO EMPLOYEES WHO ARE TRAVELING OR FOR

OTHER OCCASIONS WHEN VEHICLES ARE PARKED OVERNIGHT FOR SHORT PERIODS FOR A BONA

FIDE BUSINESS PURPOSE.

2.11 Covenant of Quiet Enjoyment. Landlord covenants and agrees

that, provided Tenant is not in default and keeps, observes and performs the

covenants and agreements of Tenant contained in this Lease, Tenant shall have

quiet and peaceable possession of the Demised Premises and such possession shall

not be disturbed or interfered with by Landlord or by any person claiming by,

through or under Landlord.

2.12 Condition of Demised Premises. Except as may be provided on an

Addendum hereto, Tenant covenants and agrees that, upon taking possession of the

Demised Premises, Tenant shall be deemed to have accepted the Demised Premises

"as is" and Tenant shall be deemed to have waived any warranty of condition or

habitability, suitability for occupancy, use or habitation, fitness for a

particular purpose or merchantability, express or implied, relating to the

Demised Premises.

ARTICLE 3

<PAGE>

TERM OF LEASE

3.1 Lease Term. "Lease Term" shall mean the period of time

specified in the Summary of Basic Lease Terms commencing at midnight on the

Commencement Date as defined below and expiring at midnight on the Expiration

Date, as specified in the Summary of Basic Lease Terms.

3.2 Commencement Date. The term "Commencement Date" shall mean the

later of the Commencement Date set forth in the Summary of Basic Lease Terms or

the date that possession of the Demised Premises is tendered by Landlord to

Tenant as ready for occupancy when circumstances beyond the reasonable control

of Landlord have caused a delay in the Demised Premises being ready for

occupancy by Tenant. In the event of such a delay, this Lease shall not be void

or voidable by Tenant, and Landlord shall not be liable to Tenant for any loss

or damage resulting from such delay.

Notwithstanding anything to the contrary herein, if Landlord has not tendered

possession of the Demised Premises to Tenant within thirty (30) days after the

Commencement Date set forth in the summary of basic lease terms, Tenant shall

have the right to terminate this lease by written notice to Landlord. Landlord

shall give written notice to Tenant as soon as practicable should Landlord have

reason to believe it will not be able to tender possession to Tenant on the

Commencement Date.

Should Landlord not tender possession of the Demised Premises to Tenant

within 30 days after the commencement Date, Landlord will return the

Security Deposit with Interest based on the Prime Rate.

RLH

3.3 Early Occupancy or Entry. In the event Landlord permits Tenant

or its agents or contractors to occupy or enter the Demised Premises for any

reason prior to the Commencement Date, Tenant shall be subject to all terms and

provisions hereof.

ARTICLE 4

RENT AND OTHER AMOUNTS PAYABLE

4.1 Basic Rent. Tenant covenants and agrees to pay to Landlord,

without offset, deduction or abatement, basic rent for the full Lease Term in

the amount specified as Basic Rent in the Summary of Basic Lease Terms ("Basic

Rent").

4.2 Monthly Rent. Basic Rent shall be payable monthly in advance,

without notice, in equal installments, together with installments of Additional

Rent, in the amount of monthly rent specified in the Summary of Basic Lease

Terms ("Monthly Rent"). One such monthly installment shall be due and payable on

the date hereof and a like monthly installment shall be due and payable on or

before the first day of each calendar month succeeding the commencement date

recited in the Summary of Basic Lease Terms during the hereby demised term,

except that the rental payment for any fractional calendar month at the

commencement or end of the Lease Term shall be prorated based on a thirty (30)

day month.

4.3 Place of Payments. Basic Rent and all other sums payable by

Tenant to Landlord under this Lease shall be paid to Landlord at the place for

payments specified in the Summary of Basic Lease Terms, or such other place as

Landlord may, from time to time, designate in writing.

4.4 Lease a Net Lease and Rent Absolute. It is the intent of the

parties that the Basic Rent provided in this Lease shall be a net payment to

Landlord; that, except as otherwise expressly provided herein, the Lease shall

continue for the full Lease Term notwithstanding any occurrence preventing or

restricting use and occupancy of the Demised Premises, including any damage or

destruction affecting the Demised Premises, and any action by governmental

authority relating to or affecting the Demised Premises; that the Basic Rent

shall be absolutely payable without offset, reduction or abatement for any cause

except as otherwise specifically provided in this Lease; that Landlord shall not

bear any costs or expenses relating to the Demised Premises or provide any

services or do any act in connection with the Demised Premises except as

otherwise specifically provided in this Lease; and that Tenant shall pay, in

addition to Basic Rent, Additional Rent to cover costs and expenses relating to

the Demised Premises, the Common Facilities, and the Property, all as

hereinafter provided.

4.5 Additional Rent. Tenant covenants and agrees to pay, as

Additional Rent, all costs and expenses relating to the Demised Premises

including utilities, maintenance and repair thereof AS PROVIDED IN ARTICLE 7

BELOW; Tenant's Pro Rata Share of all costs and expenses relating to the Common

facilities, including but not limited to the repair and maintenance thereto

described in Section 7.2 hereof; Tenant's Pro Rata Share of all Taxes and

Assessments and costs and expenses of Casualty Insurance; all costs and expenses

of Liability Insurance and Other Insurance; and all other costs and expenses

which Tenant is obligated to pay under this Lease.

<PAGE>

4.6 Tenant's Pro Rata Share. "Tenant's Pro Rata Share" shall mean

the percentage set forth in the Summary of Basic Lease Terms as Tenant's Pro

Rata Share which is the percentage derived by dividing the approximate rentable

floor area of the Demised Premises, as set forth in the Summary of Basic Lease

Terms, by the approximate rentable floor area within the Building, as set forth

in the Summary of Basic Lease Terms. The percentage set forth in the Summary of

Basic Lease Terms shall be conclusive and not subject to adjustment for

remeasurement of the area of the Demised Premises or the Building. Landlord may

modify Tenant's Pro Rata Share from time to time based upon any increase or

reduction in the rentable floor area of the Building or of the Demised Premises.

4.7 Monthly Deposits for Taxes, Insurance, and Common Facilities

Charges. Tenant will pay to Landlord, monthly in advance, without notice, on

each day that payment of Monthly Rental is due, amounts, as hereinafter

specified, for payment of Tenant's Pro Rata Share of Taxes and Assessments

(defined in Section 5.1), "Casualty Insurance" (defined in Section 6.1),

Landlord liability insurance, if applicable, (defined in Section 6.2), "Common

Facilities Charges" (defined in Section 7.2), and any other charges payable with

respect to the Property hereunder as Additional Rent (collectively "Monthly

Deposits") and, if the Monthly Deposits are insufficient to pay Tenant's Pro

Rata Share of the actual cost of such items, to pay to Landlord, within ten (10)

days after demand by Landlord, such amounts as are necessary to provide Landlord

with sufficient funds to pay Tenant's Pro Rata Share of the same. The Monthly

Deposits shall each be equal to Tenant's Pro Rata Share of 1/12 of the amounts,

as reasonably estimated and re-estimated from time to time by Landlord, of the

annual Taxes and Assessments, annual Casualty Insurance premiums, annual

Landlord liability insurance premiums, and annual Common Facilities Charges

payable with respect to the Property. The initial Monthly Deposit shall be

subject to adjustment as herein provided. To the extent the Monthly Deposits

exceed Tenant's Pro Rata Share of the actual cost of such items, the excess

amount shall, at Landlord's option, except as may be otherwise provided by law,

either be paid to Tenant or credited against future Monthly Deposits or against

Basic Rent, Additional Rent or other amounts payable by Tenant under this Lease.

If Tenant so requests in writing within thirty (30) days after the date of

Landlord's annual reconciliation of Monthly Deposits, Landlord shall furnish

Tenant with a copy of invoices or receipts for Taxes, Insurance, and Common

Facilities Charges. The amounts of such taxes, insurance premiums and expenses

payable by Tenant for the years in which the Lease Term commences and expires

shall be subject to the provisions hereinafter contained in this Lease for

proration of such amounts in such years. Prior to the dates on which payment is

due for such items, Landlord shall make payment of the same, to the extent funds

from Monthly Deposits available therefor. Except for Landlord's obligation to

make payments out of funds available from Monthly Deposits, the making of

Monthly Deposits by Tenant shall not limit or alter Tenant's obligation to pay

taxes and assessments and to maintain insurance as elsewhere provided in this

Lease.

4.8 Security Deposit. Upon execution of this Lease by Tenant,

Tenant shall deposit with Landlord, the amount specified as a security deposit

in the Summary of Basic Lease Terms ("Security Deposit"). The Security Deposit

shall be retained by Landlord and may be applied by Landlord, to the extent

necessary, to pay and cover any loss, cost, damage or expense, including

attorneys' fees, sustained by Landlord by reason of the failure of Tenant to

comply with any provisions, covenant or agreement of Tenant contained in this

Lease. To the extent not necessary to cover such loss, cost, damage or expense,

the Security Deposit, without any interest thereon, shall be returned to Tenant

within sixty (60) days after expiration of the Lease Term or as may be otherwise

provided by law; provided, however, that Landlord may also deduct any amount

from the Security Deposit Landlord estimates may be required to cover any

shortfall in Additional Rent deposits made by Tenant in the final year of the

Lease until such time as Landlord has completed its annual Additional Rent

reconciliation for such year. The Security Deposit shall not be considered as an

advance payment of rent or as a measure of the loss, cost, damage or expense

which is or may be sustained by Landlord. In the event all or any portion of the

Security Deposit is applied by Landlord to pay any such loss, cost, damage or

expense, Tenant shall, from time to time, promptly upon demand, deposit with

Landlord such amounts as may be necessary to replenish the Security Deposit to

its original amount.

4.9 General Provisions as to Monthly Deposits and Security

Deposit. Landlord shall not be required to hold the Security Deposit in an

escrow or trust deposit account, and Landlord may commingle the Monthly Deposits

with Landlord's own funds. Landlord shall not be obligated to pay interest to

Tenant on account of the

<PAGE>

Monthly Deposits and Security Deposit. In the event of a transfer by Landlord of

Landlord's interest in the Demised Premises, Landlord or the property manager of

Landlord may deliver the Monthly Deposits and Security Deposit to the transferee

of Landlord's interest and Landlord and such property manager shall thereupon be

discharged from any further liability to Tenant with respect to such Monthly

Deposits and Security Deposit. In the event of a transfer by Tenant of Tenant's

interest in the Demised Premises, Landlord shall be entitled to return the

Monthly Deposits and Security Deposit to Tenant's successor in interest and

Landlord shall thereupon be discharged from any further liability with respect

to the Monthly Deposits and Security Deposit.

4.10 Rent Regulations. If the Basic Rent, Additional Rent, or any

other amounts to be paid by the Tenant to the Landlord hereunder is or becomes

at any time subject to regulation by law, then the rent or other amounts to be

so paid shall be the maximum rental or other amounts permitted by said laws, but

in no event in excess of the rent or other amounts provided for or determined in

accordance with the applicable provisions of this Lease.

ARTICLE 5

TAXES AND ASSESSMENTS

5.1 Covenant to Pay Taxes and Assessments. Tenant covenants and

agrees to pay, as Additional Rent, Tenant's Pro Rata Share of Taxes and

Assessments, as hereinafter defined, which accrue during or are attributable to

the Lease Term. "Taxes and Assessments" shall mean all taxes, assessments or

other impositions, general or special, ordinary or extraordinary, or every kind

or nature, which may be levied, assessed or imposed upon or with respect to the

Property or any part thereof, or upon any building, improvements or personal

property at any time situated thereon. "TAXES AND ASSESSMENTS" SHALL NOT INCLUDE

ANY PENALTIES, INTEREST, OR OTHER CHARGES INCURRED BY LANDLORD AS A RESULT OF

FAILING TO PAY ANY TAX OR ASSESSMENT WHEN DUE, PROVIDED THAT TENANT HAS NOT

FAILED TO PAY MATERIAL AMOUNTS OF ADDITIONAL RENT WHEN DUE HEREUNDER.

5.2 Proration at Commencement and Expiration of Term. Taxes and

Assessments shall be prorated between Landlord and Tenant for the year in which

the Lease Term commences and for the year in which the Lease Term expires as of,

respectively, the date of commencement of the Lease Term and the date of

expiration of the Lease Term, except as herein provided. Additionally, for the

year in which the Lease Term expires, Tenant shall be liable without proration

for the full amount of Taxes and Assessments relating to any improvements,

fixtures, equipment or personal property which Tenant is required to remove or

in fact removes as of the expiration of the Lease Term. Proration of Taxes and

Assessments shall be made on the basis of actual Taxes and Assessments. Tenant's

Pro Rata Share of Taxes and Assessments for the years in which the Lease Term

commences and expires shall be paid and deposited with the Landlord through

Monthly Deposits as hereinabove provided, but, in the event actual Taxes and

Assessments for either year are greater or less than as estimated for purposes

of Monthly Deposits, appropriate adjustment and payment shall be made between

the parties, at the time the actual Taxes and are known, as may be necessary to

accomplish proration, as hereinafter provided, and such obligation shall survive

the termination or expiration of this Lease.

5.3 Special Assessments. If any Taxes or Assessments are payable

in installments over a period of years, Tenant shall be responsible only for

installments for periods during the Lease Term with proration, as above

provided, of any installment payable prior to or after expiration of the Lease

Term.

5.4 New or Additional Taxes. Tenant's obligation to pay Tenant's

Pro Rata Share of Taxes and Assessments shall include any Taxes and Assessments

of a nature not presently in effect but which may hereafter be levied, assessed

or imposed upon Landlord or upon the Property if such tax shall be based upon or

arise out of the ownership, use or operation of or the rents received from the

Property, other than income taxes or estate taxes of Landlord. For the purposes

of computing Tenant's liability for such new type of tax or assessment, the

Property shall be deemed the only Property of Landlord.

<PAGE>

5.5 Landlord's Sole Right to Contest Taxes. Landlord shall have

the sole right to contest any Taxes or Assessments. Landlord shall pay to or

credit Tenant with Tenant's Pro Rata Share of any abatement, reduction or

recovery of any Taxes and Assessments attributable to the Lease Term less

Tenant's Pro Rata Share of all costs and expenses incurred by Landlord,

including attorneys' fees, in connection with such abatement, reduction or

recovery.

ARTICLE 6

INSURANCE

6.1 Casualty Insurance. Landlord covenants and agrees to obtain

and keep in full force and effect during the Lease Term, Casualty Insurance as

hereinafter defined. "Casualty Insurance' shall mean property insurance

including "all risk" coverage with respect to the Property, in an amount equal

to the full replacement cost thereof, with coinsurance clauses of no less than

ninety percent (90%), and with coverage, at Landlord's option, by endorsement or

otherwise, for all risks, vandalism and malicious mischief, sprinkler leakage,

boilers, and rental loss and with a deductible in the amount for each occurrence

as Landlord, in its sole discretion, may determine from time to time. Casualty

Insurance obtained by Landlord need not name Tenant as an insured party and may,

at Landlord's option, may name any mortgagee or holder of a deed of trust as an

insured party as its interest may appear. Tenant covenants and agrees to pay, as

Additional Rent, its Pro Rata Share of the cost of Casualty Insurance obtained

by Landlord, and to pay, as Additional Rent, its Pro Rata Share of the cost of

any deductible under such Casualty Insurance. Tenant shall be responsible for

obtaining, at Tenant's option, cost and expense, insurance coverage for personal

property and leasehold improvements of Tenant and for business interruption of

Tenant.

6.2 Liability Insurance. Tenant covenants and agrees to obtain and

keep in full force and effect during the Lease Term, and to pay the premiums and

costs of, Liability Insurance as herein defined. "Liability Insurance" shall

mean comprehensive general liability insurance covering public liability for

claims for bodily injury, personal injury, and property damage with respect to

the ownership, use and operation of the Demised Premises and the Common

Facilities, with limits of not less than two million dollars ($2,000,000.00)

combined single limit of liability, with endorsements for assumed contractual

liability with respect to the liabilities assumed by Tenant under Sections 8.25

and 9.2 of this Lease, and with no deductible, retention or self-insurance

provision contained therein, unless otherwise approved in writing by Landlord.

Landlord may also obtain and keep in full force and effect during the Lease Term

liability insurance covering public liability with respect to the ownership, use

and operation of the Property. Tenant covenants and agrees to pay Tenant's Pro

Rata Share of the premiums and costs of such liability insurance as Additional

Rent hereunder.

6.3 Other Insurance. Tenant covenants and agrees to obtain and

keep in full force and effect during the Lease Term, and to pay the premiums and

costs of, any other types of insurance relating to the Property or Tenant's

occupancy, use, and operation of the Demised Premises that Landlord or any

mortgagee or holder of a deed of trust on the Property may hereafter, reasonably

require. Tenant shall cause such other insurance to be in effect within thirty

(30) days after receipt of written notice from Landlord.

6.4 General Provisions Respecting Insurance. Except as otherwise

approved in writing by Landlord, all insurance obtained by Tenant shall be on

forms and with insurers selected or approved by Landlord, which approval shall

not be unreasonably withheld; shall name Landlord, Landlord's manager(s) and

agent(s), and the holder of any mortgage or deed of trust encumbering the

Property as insured parties, as their interests may appear; shall contain a

waiver of rights of subrogation as among Tenant, Landlord and the holder of any

such mortgage or deed of trust; shall provide coverage on an occurrence basis;

and shall provide, by certificate of insurance or otherwise, that the insurance

coverage shall not be canceled or altered except upon thirty (30) days' prior

written notice to Landlord and the holder of any such mortgage or deed of trust.

Certificates of insurance obtained by Tenant shall be delivered to Landlord who

may deposit the same with the holder of any such first mortgage or deed of

trust. Upon written request, Tenant agrees to provide Landlord with copies of

all policies of insurance obtained by Tenant hereunder.

<PAGE>

6.5 Cooperation in the Event of Loss. Landlord and Tenant shall

cooperate with each other in the collection of any insurance proceeds which may

be payable in the event of any loss, including the execution and delivery of any

proof of loss or other actions required to effect recovery.

ARTICLE 7

UTILITY, OPERATING, MAINTENANCE AND REPAIR EXPENSES

7.1 Utility Charges. Tenant covenants and agrees to contract in

Tenant's own name and to pay, as Additional Rent, all charges for water, sewage,

disposal, storm drainage fees, gas, electricity, light, heat, power, telephone

or other utility services used, rendered or supplied to or for the Demised

Premises. If any such utility charges are not separately metered or billable to

the Demised Premises, then Landlord shall have the right to apportion utility

charges based upon Landlord's estimation of relative use of such utilities, and

such apportionment shall be final and binding upon Tenant. Tenant shall pay to

Landlord the apportioned amount of such utilities as Additional Rent.

7.2 Common Facilities Charges. Tenant covenants and agrees to pay,

as Additional Rent, Tenant's Pro Rata Share of all costs and expenses of

operating, repairing, maintaining and upkeep of the Common Facilities including,

without limitation, upkeep and replanting of grass, trees, shrubs and

landscaping; removal of dirt, debris, obstructions and litter from Parking

Areas, landscaped areas, sidewalks and driveways; repairs, resurfacing,

resealing, restriping, sweeping and snow removal from the Parking Areas,

sidewalks and driveways; sprinkler systems; building signs; stairways; heating,

ventilation and air conditioning systems; utilities for the Common Facilities;

fire protection systems and sprinkler systems; exterior painting; water and

sewage disposal systems; storm drainage systems; supplies, personnel, and the

cost of any rental of equipment in implementing such services; charges for

professional management of the Property and Common Facilities, including wages,

salaries, benefits and payroll taxes paid by Landlord with respect to its

employees for providing such services; all alterations, additions, improvements

and other changes made to the Improvements in order to conform to changes

subsequent to the date of this Lease in any laws, ordinances, rules, regulations

or orders of any applicable governmental authority, subject to amortization of

such costs at a market rate of interest over the useful life thereof, as

determined by Landlord's accountants; and personal property taxes, licenses and

permits. Landlord may cause any or all of such services to be provided by

employees of Landlord or by independent contractor(s) and subcontractor(s).

Tenant shall pay to Landlord, monthly in advance, without notice, on each day

that payment of Monthly Rental is due, the estimated monthly charge for the

Common Facilities, as determined and redetermined from time to time by Landlord.

The initial monthly charge for Common Facilities is set forth in the Summary of

Basic Lease Terms attached hereto. If the total monthly charges paid by Tenant

are less than the Tenant's Pro Rata Share of the actual charges for Common

Facilities, Tenant shall pay the difference to Landlord within ten (10) days

after demand by Landlord. If Tenant's Pro Rata Share of such actual charges is

less than the total monthly charges paid by Tenant, the difference shall, at

Landlord's option, except as may be otherwise required by law, either be paid to

Tenant or credited against future monthly charges on the next applicable

invoice for Basic Rent, Additional Rent or other amounts payable by Tenant under

this Lease.

7.3 Tenant's Maintenance Obligation. Tenant, at its sole cost and

expense to maintain, will repair, replace and keep the Demised Premises and all

improvements, fixtures and personal property thereon in good, safe and sanitary

condition, order and repair and in accordance with all applicable laws,

ordinances, orders, rules and regulations of governmental authorities having

jurisdiction. Tenant will perform or contract for and promptly pay for trash and

garbage disposal, janitorial and cleaning services, security services, interior

painting, interior window washing, replacement of damaged or broken glass and

other breakable materials, replacement of interior light bulbs and light

fixtures in or serving the Demised Premises. All costs of maintenance and

repairs to be performed by Tenant shall be considered Additional Rent hereunder.

All maintenance and repairs to be performed by Tenant shall be done promptly, in

a good and workmanlike fashion, and without diminishing the original quality of

the Demised Premises or the Property.

7.4 Landlord's Maintenance Obligation. Landlord shall be

responsible for and shall bear the costs and expenses of replacement of, or

extraordinary maintenance and repairs to, roofs, foundations, exterior walls,

structural elements of the Building, and pipes for water and sewer. Landlord

shall maintain and repair the

<PAGE>

Common Facilities, and Tenant shall pay its Pro Rata Share of all costs and

expenses with respect thereto, pursuant to Section 7.2 above.

ARTICLE 8

OTHER COVENANTS OF TENANT

8.1 Limitation on Use by Tenant. Tenant covenants and agrees to

use the Demised Premises only for the use or uses set forth as Permitted Uses by

Tenant in the Summary of Basic Lease Terms and for no other purposes, except

with the prior written consent of Landlord. Landlord has made no investigation

of and makes no representations or warranties whatsoever regarding the

permissibility of Tenant's Permitted Uses under applicable zoning or land use

laws, rules, regulations or approvals.

8.2 Compliance with Laws. Tenant covenants and agrees that at all

times during the Lease Term, Tenant's use of the Demised Premises shall be in

compliance with all zoning, land use, and other applicable laws, rules, and

regulations with respect thereto, and that nothing shall be done or kept on the

Demised Premises in violation of any law, ordinance, order, rule or regulation

of any governmental authority having jurisdiction, and that the Demised Premises

shall be used, kept and maintained in compliance with any such law, ordinance,

order, rule or regulation and with the certificate of occupancy issued for the

Building and/or the Demised Premises.

8.3 Compliance with Insurance Requirements. Tenant covenants and

agrees that nothing shall be done or kept on the Demised Premises which might

impair or increase the cost of insurance maintained with respect to the Demised

Premises or the Property, which might increase the insured risks or which might

result in cancellation of any such insurance.

8.4 No Waste or Impairment of Value. Tenant covenants and agrees

that nothing shall be done or kept on the Demised Premises or the Property which

might impair the value of the Demised Premises or the Property, or which would

constitute excessive wear and tear or waste.

8.5 No Overloading. Tenant covenants and agrees that nothing shall

be done or kept on the Demised Premises or the Building and that no

improvements, changes, alterations, additions, maintenance or repairs shall be

made to the Demised Premises which might impair the structural soundness of the

Building, Improvements, or Parking Area, which might result in an overload of

electrical lines serving the Building or cause excessive tripping of circuit

breakers, which might interfere with any telephone lines or equipment or any

other electric or electronic equipment in the Building or on any adjacent or

nearby property, which might place excessive demands on or exceed the capacity

of the water lines or sewer lines servicing the Building, or which might in any

other way overload any portion of the Property or Improvements or any equipment

or facilities servicing the same. In the event of violations hereof, Tenant

covenants and agrees to immediately remedy the violation at Tenant's expense and

in compliance with all requirements of governmental authorities and insurance

underwriters.

8.6 No Nuisance. Noxious or Offensive Activity. Tenant covenants

and agrees that no noxious or offensive activity shall be carried on upon the

Demised Premises or the Property nor shall anything be done or kept on the

Demised Premises or the Property which may be or become a public or private

nuisance or which may cause embarrassment, disturbance, or annoyance to others

in the Building or on adjacent or nearby property.

8.7 No Annoying Lights, Sounds or Odors. Tenant covenants and

agrees that no light shall be emitted from the Demised Premises which is

unreasonably bright or causes unreasonable glare; no sound shall be emitted from

the Demised Premises which is unreasonably loud or annoying; and no odor shall

be emitted from the Demised Premises which is or might be noxious or offensive

to others in the Building or on adjacent or nearby property.

8.8 No Unsightliness. Tenant covenants and agrees that no

unsightliness shall be permitted on the Demised Premises or the Property which

is visible from any adjacent or nearby property. Without limiting the generality

of the foregoing, all unsightly conditions, equipment, objects and conditions

shall be kept enclosed within the Demised Premises; no refuse, scrap, debris,

garbage, trash, bulk materials or waste shall be kept,

<PAGE>

stored or allowed to accumulate on the Demised Premises or the Property except

as may be enclosed within the Demised Premises; all pipes, wires, poles,

antennas and other facilities for utilities or the transmission or reception of

audio or visual signals or electricity shall be kept and maintained underground

or enclosed within the Demised Premises or appropriately screened from view; and

no temporary structure shall be placed or permitted on the Demised Premises or

the Property without the prior written consent of Landlord.

8.9 No Animals. Tenant covenants and agrees that no animals shall

be permitted or kept on the Demised Premises or the Property; provided, however,

that nothing herein shall be construed as prohibiting qualified service animals

which may not be legally excluded from the Demised Premises or Property pursuant

to the Americans with Disabilities Act or any similar law, rule or regulation

applicable to the Property.

8.10 Restriction on Signs and Exterior Lighting. Tenant covenants

and agrees that no signs or advertising devices of any nature shall be erected

or maintained by Tenant on the Demised Premises or the Property and no exterior

lighting shall be permitted on the Demised Premises or the Property except as

approved in writing by Landlord.

8.11 No Violation of Covenants. Tenant covenants and agrees not to

commit, suffer or permit any violation of any covenant, condition or restriction

affecting the Demised Premises or the Property.

8.12 Restriction on Changes and Alterations. Tenant covenants and

agrees not to improve, change, alter, add to, remove or demolish any

improvements on the Demised Premises, ("Changes"), without the prior written

consent of Landlord which consent shall not be unreasonably withheld, and unless

Tenant complies with all conditions which may be imposed by Landlord, in its

sole discretion, in connection with such consent; and unless Tenant pays to

Landlord the reasonable costs and expenses of Landlord for architectural,

engineering, legal or other consultants which may be reasonably incurred by

Landlord in determining whether to approve any such Changes. Landlord's consent

to any Changes and the conditions imposed in connection therewith shall be

subject to all requirements and restrictions of any holder of a mortgage or deed

of trust encumbering the Property. If such consent is given, no such changes

shall be permitted unless Tenant shall have procured and paid for all necessary

permits and authorizations from any governmental authorities having

jurisdiction; unless such Changes will not reduce the value of the Property, and

will not affect or impair existing insurance on the Property; and unless Tenant,

at Tenant's sole cost and expense, shall maintain or cause to be maintained

workmen's compensation insurance covering all persons employed in connection

with the work and obtains liability insurance covering any loss or damage to

persons or property arising in connection with any such Changes and such other

insurance or bonds as Landlord may reasonably require. Tenant covenants and

agrees that any such Changes approved by Landlord shall be completed with due

diligence and in a good and workmanlike fashion and in compliance with all

conditions imposed by Landlord and all applicable permits, authorizations, laws,

ordinances, orders, rules and regulations of governmental authorities having

jurisdiction and that the costs and expenses with respect to such Changes shall

be paid promptly when due and that the Changes shall be accomplished free of

liens of mechanics and materialmen. Tenant covenants and agrees that all such

Changes shall become the property of the Landlord at the expiration of the Lease

Term or, if Landlord so requests, Tenant shall, at or prior to expiration of the

Lease Term and at its sole cost and expense, remove such Changes and restore the

Demised Premises to their condition prior to such Changes.

8.13 No Mechanic's Liens. Tenant covenants and agrees not to permit

or suffer, and to cause to be removed and released, any mechanic's,

materialmen's or other lien on account of supplies, machinery, tools, equipment,

labor or material furnished or used in connection with the construction,

alteration, improvement, addition to or repair of the Demised Premises by,

through or under Tenant. At least fifteen (15) days prior to any Changes, Tenant

shall provide written notice to Landlord of the date of commencement of any

Changes. Prior to the commencement of any Changes, Tenant shall post in

conspicuous locations and maintain on the Demised Premises and Building Notices

of Owner's Non-Liability in the form attached hereto as Exhibit C or in such

other form as Landlord may from time to time require in writin

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