INDUSTRIAL WAREHOUSE LEASE AGREEMENT

EXHIBIT 10.48

INDUSTRIAL WAREHOUSE

LEASE AGREEMENT

between

CENTERPOINT II LLC,

a Michigan limited liability company,

as Landlord,

and

BARE ESCENTUALS BEAUTY, INC.,

a Delaware corporation,

as Tenant

i

ii

iii

THIS INDUSTRIAL WAREHOUSE LEASE AGREEMENT , dated as of January 31, 2007 (this “ Lease ”), is made between CENTERPOINT II LLC, a Michigan limited liability company (“ Landlord ”), and BARE ESCENTUALS BEAUTY, INC., a Delaware corporation (“ Tenant ”).

ARTICLE I - FUNDAMENTAL LEASE PROVISIONS

Section 1.01         Fundamental Lease Provisions.    This lease contains the following fundamental provisions and definitions:

or such other address as may from time to time be designated by Landlord in writing.

or such other address as may from time to time be designated by Tenant in writing.

(c)           PREMISES:  Approximately 301,180 square feet, as depicted on Exhibit “A” attached hereto, of the total 512,133 square feet of the Building commonly known as Centerpoint Building #2.

(d)           BUILDING:  The Building in which the Premises is located, the common address of which is 5271 Centerpoint Parkway, Obetz, Ohio 43125, and which is generally

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known as Centerpoint Building #2. The legal description of the parcel on which the Building is situated is set forth on Exhibit “B” attached hereto.

(e)           PROPERTY:  The land, improvements and appurtenances, of which the Premises and Building are a part, generally known as Centerpoint Business Park.

(f)            TERM:  The period of time consisting of ten (10) years, commencing June 1, 2007 (the “Commencement Date”) and expiring May 31, 2017, plus the period of time between April 1, 2007 (the “Delivery Date”) and the Commencement Date, unless extended or sooner terminated as set forth elsewhere herein.

(g)           RENEWAL TERM OPTIONS:  Provided Tenant shall not be in default hereunder beyond any applicable notice and cure period, Tenant shall have the right to extend the Term of this Lease by two (2) consecutive five (5) year periods.

(h)           RENT:  All sums, moneys or payments required to be paid by Tenant to Landlord pursuant to this Lease, including, without limitation, Base Rent and Additional Rent.

(i)            BASE RENT:  Tenant shall pay to Landlord as Base Rent under this Lease the Annual Base Rent set forth below, which shall be payable in equal monthly installments in the amounts set forth below, in advance, without notice, demand, setoff or deduction.

Term:

*Base rent for the initial year of the Term is based upon square footage of 250,000.

(j)            ADDITIONAL RENT:  Tenant’s Proportionate Share of Landlord’s expenses related to owning and operating the Property, all as more fully described in ARTICLE V.

(k)           RENT COMMENCEMENT DATE:  June 1, 2007.

(l)            SECURITY DEPOSIT:  None.

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(m)          FINANCIAL STATEMENTS: Upon Landlord’s written request therefore and upon Landlord’s execution of any reasonable confidentiality agreement required by Tenant, Tenant shall provide Landlord with a copy of Tenant’s then current audited financial statements; provided, however, that if Tenant or its parent entity is a publicly traded company, the provisions of this Section 1.01(m) shall not apply.

(n)           TENANT’S PROPORTIONATE SHARE:  58.8%

(o)           PERMITTED USES:  Warehousing/Distribution/Office

(p)           BROKERS:  Landlord and Tenant represent that Colliers Turley Martin Tucker is the only broker representing the parties hereto. Landlord shall be responsible for all commissions due such broker hereunder.

(q)           GUARANTOR:  Bare Escentuals, Inc., a Delaware corporation, pursuant the terms of the form of Guaranty attached hereto as Exhibit “K” and incorporated herein by reference.

(s)           PARKING SPACES:  The Premises shall include one hundred ninety-five (195) automobile parking spaces and approximately fifty-six (56) trailer parking spaces adjacent to the Premises, as depicted on Exhibit “A” hereto; provided, that twenty (20) of such trailer parking shall be contained in a fenced-in area, as depicted on Exhibit “A” hereto.

(t)            LANDLORD’S WORK:  The work to be performed by Landlord pursuant to and in accordance with Exhibit H to prepare the Premises for occupancy by Tenant.

Each reference in this Lease to any of the basic terms and definitions contained in this Section 1.01 shall be construed to incorporate into such reference all of the terms and definitions set forth above.

ARTICLE II - PREMISES

Section 2.01         Grant.   In consideration of the rents, covenants, agreements and conditions hereinafter provided to be paid, kept, performed and observed, Landlord leases to Tenant and Tenant hereby leases from Landlord the Premises described in Section 1.01(c). Tenant shall have

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and hold the Premises for and during the Term described in Section 1.01(f), subject to the payment of the Rent and to the full and timely performance by Tenant of the covenants and conditions hereinafter set forth; provided, that if Landlord fails to complete the Tenant Improvements, as hereinafter defined, in accordance with Article XXI hereof and deliver the Premises by the Delivery Date, Tenant’s responsibility to pay Base Rent shall abate on a day for day basis beginning on the date Tenant opens for business in the Premises; provided, further, that in the event Landlord fails to deliver the Premises on or before October 1, 2007, Tenant shall have the right to terminate this lease by delivering written notice of such election to Landlord within five (5) business days of such date. Notwithstanding the foregoing, if Landlord’s delivery of the Premises is delayed, hindered or prevented by reason of governmental restrictions, strikes, fire or any other reason beyond its control other than such as can be satisfied by substitution of materials or payment of money, its performance under this Section 2.01 and the delivery of the Premises shall be excused for the period of delay, and the period for Landlord’s delivery of the Premises shall be extended on a day for day basis after the end of the period of such delay.

Section 2.02         Early Occupancy.   Landlord consents to and grants Tenant’s occupancy of the Premises at no cost to Tenant as of the day immediately following the granting of the Approval, as defined in Article XXIV hereof, for the purposes of setting up, racking, material handling equipment and performing other improvements to the Premises required by Tenant; provided, that Tenant shall be bound by all terms of this Lease during such early occupancy except for the payment of Base Rent which shall not commence until the Rent Commencement Date; and provided, further, that such early occupancy by Tenant shall in no way interfere with or impede Landlord’s Work.

ARTICLE III - TERM

Section 3.01         Term.   The provisions of this Lease shall be effective as of the date of this Lease. However, Tenant’s (a) right to the use and occupancy of the Premises shall begin on the Commencement Date and shall continue for the remainder of the Term, and (b) obligation to pay Rent shall begin on the Rent Commencement Date, as set forth in Section 1.01(k), and shall continue for the remainder of the Term. Promptly upon determination of the Commencement Date by Landlord, Landlord and Tenant shall execute a memorandum setting forth the commencement and expiration dates of this Lease in the form and substance attached hereto as Exhibit “D”.

Section 3.02         Renewal Options.   Provided Tenant has paid Landlord all Rent and other amounts owed under this Lease and is not otherwise in default of any obligation of Tenant hereunder, Tenant shall have the Renewal Options set forth in Section 1.01(g) (the periods set forth therein being referred to as “Renewal Term(s)”). Each Renewal Option shall be exercised, if at all, by Tenant giving written notice thereof to Landlord not less than one hundred eighty (180) days prior to the end of the Term or then current Renewal Term (e.g., the First Renewal Option shall be exercised by Tenant delivering notice to Landlord on or before November 1, 2016 and the Second Renewal Option shall be exercised by Tenant delivering notice to Landlord on or before November 1, 2021). In the event Tenant fails to deliver a notice of renewal by such date(s), Tenant’s right to renew for each Renewal Term shall continue for a period of ten (10) business days after Tenant’s receipt of written notice from Landlord advising Tenant of its failure to exercise the then applicable Renewal Option. In the event Tenant continues to fail to

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exercise such Renewal Option within the additional time period, such Renewal Option and all successive Renewal Options, if any, shall terminate and be of no further force or effect.

In the event Tenant exercises either or both of its Renewal Options, the respective duties of Landlord and Tenant shall be the same as provided in this lease for the initial Term, except that Base Rent during the Renewal Term(s) shall be as provided in Section 1.01(i), and nothing contained in this Lease shall be construed as providing Tenant with any additional Renewal Options beyond the periods provided for herein. In the event Tenant exercises either or both of its Renewal Options, the definition of “Term” shall automatically be amended to include such Renewal Terms. Tenant’s failure to exercise any Renewal Option shall cause all successive Renewal Options, if any, to be forfeited. Further, it is expressly acknowledged and agreed that all Renewal Options granted under this Lease are personal to the person or entity named as Tenant hereunder and that such Renewal Options shall terminate upon any assignment or subletting of Tenant’s interest hereunder and shall not inure to the benefit of any successor, assignee or subtenant of Tenant, except those approved in writing by Landlord and those expressly permitted pursuant to Section 9.01 below. In the event Tenant exercises the First Renewal Option, Tenant shall be entitled to a renovation allowance of $2.00 per square foot for Landlord-approved improvements to the Premises made in the first two (2) years of the First Renewal Term; provided, that such renovation allowance shall be taken into consideration when the Fair Market Rent determination is made with such amortized over the length of the First Renewal Term and passed through to Tenant on a yearly basis in the same amount that is capitalized or amortized in such year by Landlord.

Landlord shall provide notice to Tenant of its determination of the Fair Market Rental within sixty (60) days after Tenant exercises its right to extend the Term. Within ten (10) days after receiving such determination (“Tenant’s Review Period”), Tenant shall irrevocably elect, in writing, to do one of the following: (i) accept Landlord’s determination, or (ii) object to Landlord’s determination and with such objection set forth Tenant’s determination of the Fair Market Rental. If Tenant so objects, Landlord and Tenant shall use good faith to agree upon such Fair Market Rental.

A.             If Landlord and Tenant are unable to agree on the Annual Base Rent for the Renewal Term and Tenant requests arbitration, then within ten (10) days thereafter, each of Landlord and Tenant shall designate an independent real estate broker duly licensed in the state in which the Premises are located and having not less than ten (10) years experience leasing commercial properties in the market area (i.e., within a radius of five (5) miles of the Premises) and shall notify each other in writing of such designation. Within the next ten (10) days, such brokers shall designate a third independent real estate broker with the same credentials and reasonably acceptable to both Landlord and Tenant and shall notify Landlord and Tenant of such designation. After their appointment, all three such brokers shall be directed to determine, independently, the Fair Market Rent in accordance with this Section. Within sixty (60) days after the designation of the third broker, each of the three brokers shall submit its written determination of the Fair Market Rent in accordance with this Section to both Landlord and Tenant. If the

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Annual Base Rent determined by any two or all three of such brokers is identical, then the Annual Base Rent for purposes of this Renewal Term shall be such identical amount; provided, that in no event shall Annual Base Rent be less than that which was due under the final year of the immediately preceding Term; and provided, further, that in no event shall Annual Base Rent for any Renewal Term increase by more than ten percent (10%) over the Base Rent due under the final year of the immediately preceding Term. If the Annual Base Rent as determined by each such broker is different from the others, but two of such determinations are within five percent (5%) of each other, then the Annual Base Rent shall be the arithmetic mean of such two amounts; provided, that in no event shall Annual Base Rent be less than that which was due under the final year of the immediately preceding Term. In all other cases, the highest and lowest of such determination shall be disregarded and the Annual Rent shall be equal to the middle, or remaining, determination; provided, that in no event shall Annual Base Rent be less than that which was due under the final year of the immediately preceding Term; and provided, further, that in no event shall Annual Base Rent for any Renewal Term increase by more than ten percent (10%) over the Base Rent due under the final year of the immediately preceding Term.

B.             Except if the Annual Base Rent so determined is within five percent (5%) of the Annual Base Rent determined by Landlord as provided above (the “Threshold Amount”), Landlord shall pay all costs associated with the broker designated by Landlord, and Tenant shall be all costs associated with the broker designated by Tenant. Landlord and Tenant shall share equally all costs associated with the third broker. In the event the Annual Base Rent determined by the immediately preceding paragraph does not vary from the Annual Base Rent established by Landlord by more than the Threshold Amount, then Tenant shall pay all costs associated with all three brokers or salespersons.

As used herein the term “ Fair Market Rent” shall mean the annual rental rate, or rates, per square foot of rentable area of the Premises for the leasing of comparable space in the market (i.e., within a radius of five (5) miles of the Premises) to comparable tenants, taking into consideration, among other things, the following:  (a) the then total amount of space leased under this Lease; (b) the length of the Renewal Term; (c) the location of the Premises; (d) the credit standing of Tenant; (e) the finish, quality and condition of the Premises; (f) leasing commissions, (g) all economic incentives and concessions then being offered by landlords in connection with leases of such comparable space, (h) the commencement date of the Renewal Term and (i) all periodic adjustments (e.g., a CPI adjustment).

If Tenant objects to Landlord’s determination of Fair Market Rental in accordance with the above, during any period of the extension period that the Fair Market Rental is being determined as per the above, Tenant shall pay annual Base Rent equal to 125% of the annual Base Rent at the highest rate during the preceding Term and, after the Fair Market Rental is determined, if

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Tenant has underpaid Rent for said period, Tenant shall pay Landlord the amount due within thirty (30) days after demand, and if Tenant overpaid Rent, a credit shall be given Tenant against the next Rent coming due under the Lease.

ARTICLE IV - USE AND OCCUPANCY

Section 4.01         Use.

The Premises shall be used by Tenant only for the purposes set forth in Section 1.01(o) above or for any other lawful purpose to which Landlord consents. Tenant shall not use or permit the use of the Premises in any manner that will tend to create waste or a nuisance. Tenant shall keep all its mechanical apparatus free of noise and vibration which may be transmitted beyond the confines of the Property and shall not cause or permit objectionable odors to emanate or be dispelled from the Property. Tenant shall have access to the Premises 24 hours per day, 7 days per week.

Landlord recognizes that Tenant’s use of the Premises will be for the warehousing, repackaging and distribution of skin care products and that any adverse odor can be deleterious to the marketability of the products and the ultimate user. Landlord shall strictly enforce the use of the adjoining space in the Building of which the Premises are a part to not lease any portion thereof to a tenant whose use would permit objectionable odors to emanate either directly or indirectly therefrom. To that end, Tenant will respond to an inquiry by Landlord, if given, at Landlord’s sole option, within five (5) business days as to whether or not a proposed user’s use of the adjoining facility would have the potential of creating a materially adverse situation for Tenant’s use. At the time of such request, if any, Landlord will provide Tenant with a detailed description of the proposed user and the products proposed by the user to be present within the Building. In the event Landlord elects to proceed after being advised of material concerns by Tenant, Landlord shall assume the risk of actual damages that Tenant may incur as the proximate result thereof, and the indemnification provisions of this Lease shall specifically be applicable to the provisions of this paragraph. Landlord further covenants that it will strictly enforce the terms of this section against any adjoining space within the Building.

Section 4.02         Rules and Regulations.

Tenant shall observe and comply, and shall cause its subtenants, assignees, invitees, employees, contractors, and agents to observe and comply, with all rules and regulations and other restrictive covenants set forth in the Declaration of Covenants, Conditions and Restrictions for Centerpoint Business Park, a copy of which is attached hereto as Exhibit “C” (the “Rules and Regulations”), including, without limitation, the obligation to pay assessments, as set forth therein, and with such reasonable modifications and additions thereto as Landlord may make from time to time, Landlord shall not be liable for failure of any person to obey the Rules and Regulations. Landlord shall enforce the Rules and Regulations uniformly against all tenants of the Building, but the failure of Landlord to enforce any such Rules and Regulations shall not constitute a waiver thereof or relieve Tenant from compliance therewith, provided, however, that

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Landlord shall not enforce such Rules and Regulations in a manner which unreasonably interferes with Tenant’s use of the Premises.

Section 4.03         Taxes and Assessments.    Tenant shall pay, prior to delinquency, Tenant’s Proportionate Share, as further provided in Article V of this Lease, of the following:  (i) all taxes, assessments, levies, fees, water and sewer rents and charges and all other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, which are, at any time prior to or during the Initial Term or any Renewal Term hereof imposed or levied upon or assessed against or which arise with respect to (A) the Property, (B) the Building and/or Premises, (C) any Base Rent, additional rent or other sums payable hereunder, (D) this Lease or the leasehold estate hereby created or (E) the operation, possession or use of the Premises; (ii) all gross receipts or similar taxes (i.e., taxes based upon gross income which fail to take into account deductions with respect to depreciation, interest, taxes or ordinary and necessary business expenses, in each case relating to the Premises) imposed or levied upon, assessed against or measured by any Base Rent, additional rent or other sums payable hereunder; (iii) all sales, value added, ad valorem, use and similar taxes at any time levied, assessed or payable on account of the acquisition, ownership, leasing, operation, possession or use of the Premises; and (iv) all charges of utilities, communications and similar services serving the Premises. Tenant shall not be required to pay any franchise, estate, inheritance, transfer, income, capital gains or similar tax of Landlord unless such tax is imposed, levied or assessed in substitution for any other tax, assessment, charge or levy which Tenant is required to pay pursuant to this Section 4.03; provided , however , that if, at any time during the Lease Term, the method of taxation shall be such that there shall be assessed, levied, charged or imposed on Landlord a capital levy or other tax directly on the rents received therefrom, or upon the value of the Premises or any present or future improvement or improvements on the Premises, then all such levies and taxes or the part thereof so measured or based shall be payable by Tenant, and Tenant shall pay and discharge the same as herein provided. Tenant will furnish to Landlord, promptly after demand therefor, proof of payment of all items referred to above which are payable by Tenant. If any such assessment may legally be paid in installments, Tenant may pay such assessment in installments; in such event, Tenant shall be liable only for installments which become due and payable with respect to any tax period occurring in whole or in part during the Lease Term hereof; provided, however , that all amounts referred to in this Section 4.03 for the fiscal or tax year in which the Lease Term shall expire shall be apportioned so that Tenant shall pay those portions thereof which correspond with the portion of such year as are within the Lease Term hereby demised. Taxes shall not include any special assessments which are not general with respect to the Building or any special assessments which benefit either solely the Landlord or the Building.

Any special assessments shall be amortized over the maximum period of time permitted by law and Tenant shall pay Tenant’s Share of any special assessment’s as a component of Tenant’s Share of Taxes through the lesser of (i) the full amortized period of the special assessment or (ii) the end of the lease Term. In the event that any special assessment is not payable in installments and there remains less than five (5) years in the Term, any such special assessment shall be apportioned between Landlord and Tenant as if such assessments were payable over a five (5) year period with Tenant only responsible to pay that portion then deemed due within the remaining Term hereof.

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Landlord and Tenant hereby acknowledge that Property is falls within an area of land that has been designated by the Village of Obetz, Ohio (“Obetz”), as a Community Reinvestment Area pursuant to Ohio Revised Code Sections 3735.65 through 3735.70, which designation gives Obetz the authority to grant certain tax incentives to any property within such area. In order to grant such incentives to the Property, Obetz and Center Point Capital, LLC, an affiliate of Landlord (“Center Point”), entered into that certain Toy Road Community Reinvestment Areas Agreement dated December 15, 2003, a copy of which has been provided to Tenant (the “CRA Agreement”). The CRA Agreement provides that all improvements constructed upon the Property shall be entitled a 100% tax exemption for a period of fifteen (15) years after any such improvements are constructed (the “Tax Abatement Term”). Consequently, the Building and the Premises shall be exempted from taxes during the Tax Abatement Term. The Property on which the Building and Premises are situated, however, will remain taxable during the Tax Abatement Term, and Tenant shall be responsible for Tenant’s Proportionate Share thereof during the Term of this Lease.

In lieu of the real property taxes exempted by the CRA Agreement, and pursuant to the terms and provisions of that certain Payments In Lieu of Exempted Tax Agreement (the “In Lieu Agreement”) dated December 30, 2003, by and between Center Point and Groveport-Madison Local School District (the “School District”), Center Point agreed to make annual payments to the School District of $20,000 (the “In Lieu Payments”) during the Tax Abatement Term. Tenant acknowledges and agrees that Tenant shall be responsible for Tenant’s Proportionate Share of the In Lieu Payments during the Term of this Lease in the same manner as all other taxes not exempted by the CRA Agreement, which amount shall equal approximately $1,350 per year during the Tax Abatement Term. The CRA Agreement, In Lieu Agreement and that certain Tax Increment Financing Agreement by and between Obetz and Center Point dated as of December 15, 2003, copies of each of which have been provided to Tenant, are the only agreements currently in place or contemplated regarding real estate taxes applicable to the Premises.

Following the expiration of the Tax Abatement Term, Landlord hereby agrees, upon reasonable request from Tenant, to contest by appropriate legal proceedings the amount, validity or application of any taxes or liens thereof. In the event Landlord reasonably declines to take such action, Landlord hereby authorizes Tenant to act on its behalf. Any reduction in Taxes shall benefit Tenant in the form of a reduction of Tenant’s Proportionate Share of Taxes or refund to Tenant of Taxes paid by it.

Section 4.04         Laws and Ordinances.    Tenant shall, at its own cost, comply with all applicable laws, ordinances, rules and regulations issued by any governmental authority (hereinafter, collectively or individually, “Laws”), and all covenants, conditions and restrictions of record which relate to the condition, use or occupancy of the Premises. Tenant shall have the right to contest, by appropriate legal proceedings, and by counsel acceptable to Landlord, without cost or expense to Landlord, the validity of any such Laws, and if, by the terms of any such Laws, compliance therewith may legally be held in abeyance without subjecting Tenant or Landlord to any liability for failure so to comply therewith, Tenant may postpone compliance therewith until the final determination of any such proceedings, provided that all such proceedings shall be prosecuted with all due diligence and dispatch.

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In addition to any other terms and conditions hereof requiring Tenant to comply with all present and future Laws, Tenant shall, and hereby agrees, to (i) comply with the Americans with Disabilities Act of 1990, as the same may be amended from time to time hereafter and the regulations and guidelines thereof (collectively, the “ADA”), as the same relate to the Premises and the use thereof, and any alterations or improvements to the Premises to be performed by Tenant, and (ii) cause the Premises and any alterations or improvements to the Premises to comply with the ADA. Tenant shall bear all the costs and expenses in connection with such compliance. Any monetary damages and civil penalties imposed and attorney’s fees recovered because of the Tenant’s failure to comply with the ADA as required herein shall be paid for by, and shall be the sole responsibility of Tenant. The failure by Tenant to perform its obligations under this section shall constitute an event of default under the Lease. Under no circumstances shall Landlord be liable to Tenant or any third party for any failure or alleged failure of the Premises to comply in any respect with the ADA. Tenant shall indemnify, defend and hold harmless Landlord from and against any and all claims, costs, expenses (including attorneys fees and litigation expenses) and causes of action arising out of claims for violation of the ADA.

Section 4.05         Environmental Compliance.    Tenant shall comply with all laws relating to the storage, use and disposal of Hazardous Materials (hereinafter defined). No Hazardous Materials shall be disposed of in or on the Premises, Building or Property. “Hazardous Materials” means any hazardous, toxic or dangerous waste, substance or material defined as such in (or for purposes of) the Comprehensive Environmental Response, Compensation, and Liability Act, any so-called “Superfund” or Superlien” law, or any federal, state or local statute, law, ordinance, code, rule, regulation, order or decree regulating, relating to, or imposing liability or standards of conduct concerning any hazardous, toxic or dangerous waste, substance or material, as now or at any time hereafter in effect.

Tenant shall be solely responsible for and shall indemnify, defend and hold Landlord and its subsidiaries, members, directors, officers, employees, servants and agents (collectively “Agents”) harmless from any and all claims, judgments, losses, demands, causes of action, proceedings or hearings (hereinafter collectively referred to as “Claims”) relating to the storage, placement, release or use of Hazardous Materials by Tenant, its agents, employees or invitees on or about the Premises including, without limitation, Claims resulting from the contamination of subterranean water beneath, adjoining or in the vicinity of the Premises. Tenant shall reimburse Landlord for: (i) losses in or reductions to rental income resulting from the use, storage, or disposal of Hazardous Materials by Tenant, its agents, employees or invitees; (ii) all costs of refitting or other alterations to the Premises or Building necessitated by the use, storage, or disposal of Hazardous Materials by Tenant, its agents, employees or invitees, including, without limitation, alterations required to accommodate an alternate use of the Premises or Building; and (iii) any diminution in the fair market value of the Premises or Building caused by the use, storage, release or disposal of Hazardous Materials.

Tenant further agrees to be solely responsible for and to indemnify and hold Landlord and its Agents harmless from and against all Claims, arising out of or related to any removal, clean-up or restoration required by any governmental agency having jurisdiction. Tenant agrees to defend all such Claims on behalf of Landlord with counsel acceptable to Landlord, and to pay all fees, costs, damage or expenses relating to or arising out of any such Claims, including attorneys’ fees and costs.

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From time to time during the Term, Landlord may conduct tests of the Premises to determine the presence of Hazardous Materials. Landlord will provide test results to Tenant upon Tenant’s written request. In the event Tenant is in default under this Section, or such tests indicate the illegal or harmful presence, use or disposal of Hazardous Materials due to the activities of Tenant, its agents, employees or invitees, Tenant shall, in addition to its other obligations hereunder, reimburse Landlord for the cost of such test(s). Furthermore, Tenant shall immediately commence procedures to remove such Hazardous Materials from the Premises.

Landlord represents and warrants to Tenant that, (i)  to the best of its knowledge as of the date of this Lease, no Hazardous Materials exist on the Premises, except for those matters, if any, disclosed in that certain Phase I Environmental Site Assessment performed on the Property for the Landlord, dated November 13, 2003, a copy of which has been provided to Tenant (the “Existing Environmental Matters”) and (ii) no Hazardous Materials were used, or will be used, in the construction of the improvements on the Premises. In addition, Landlord agrees that during the Lease Term it will not bring upon, store, dispose of or install any Hazardous Materials in or upon the Premises. Landlord shall indemnify, defend and hold Tenant harmless from and against any liability, cost, damage or expense incurred or sustained by Tenant that arise during or after the Term from or in connection with (i) Landlord’s failure to remediate the Existing Environmental Matters, to the extent required by applicable environmental laws; (ii) the presence or suspected presence of any other Hazardous Materials in, on, under or around the Premises in violation of Landlord’s representations and warranties set forth above; or (iii) any violation or non-compliance of environmental laws by Landlord, its agents, contractors or employees, at or relating to the Project; provided, however, this indemnity shall not apply to any claim, damage, fine, judgment, penalty, cost, liability or loss which arises solely as a result of the acts of Tenant, Tenant’s agents, employees, contractors or invitees during the term of the Lease.

This Section shall survive the expiration or sooner termination of this Lease.

Section 4.06         Licenses and Permits.    During the Term, Tenant shall obtain any necessary licenses or permits to conduct or operate its business in and upon the Premises which are required by any applicable governmental body or agency having jurisdiction over the Premises and shall pay the fee or charge imposed for issuance of such license or permit. Tenant shall renew any such licenses or permits in accordance with the rules, codes, statutes or ordinances requiring such licenses or permits. Tenant covenants during the Term to conduct or operate only the business for which it is licensed and, in the event of a change in the nature of its business or operation, to obtain any necessary new or additional licenses or permits. Tenant shall at its sole cost and expense comply with all requirements and perform all necessary action required under such rules, codes, statutes or ordinances for the issuance of such permits or licenses.

Section 4.07         Quiet Enjoyment.   Landlord covenants that Tenant, on paying the Rent herein provided and keeping, performing and observing the covenants, agreements and conditions herein required of Tenant, shall peaceably and quietly hold and enjoy the Premises for the Term aforesaid, subject, however, to the terms of this Lease.

Section 4.08         Prohibitions.    Tenant shall not use any part of the Building exterior to the Premises for outside storage, including the storage of crates, pallets or racks. Tenant shall place all trash and garbage in enclosed metal containers to be located as depicted on Exhibit A. Tenant

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shall cause all automobiles to be parked only in those portions of the parking areas designated for that purpose by Landlord as depicted on Exhibit A, and Tenant shall neither park nor permit parking of automobiles or any other vehicles on any street or driveway without the prior written consent of Landlord.

ARTICLE V - RENT

Section 5.01         Base Rent.    Tenant covenants to pay to Landlord, without notice except as provided herein, deduction, offset or abatement, the Base Rent specified in Section 1.01(i), in lawful money of the United States, in equal consecutive monthly installments in advance on the first day of each month during the Lease Term. Rent for any partial month shall be prorated on a per diem basis. Landlord agrees to give Tenant not less than thirty (30) days prior notice of (1) any unscheduled increase or other unscheduled change in the Base Rent or other regular monthly payment and (2) any payment that is due other than a regularly occurring monthly payment. Rent shall be payable to Landlord at Landlord’s address specified in Section 1.01(a) or at such other place as Landlord may designate from time to time in writing.

Section 5.02         Additional Rent.    During the Term, including any extension or holding over thereof, Tenant shall pay to Landlord, as additional rent (“Additional Rent”), Tenant’s Proportionate Share of Landlord’s operating expenses related to the Property. The services Landlord will perform, or cause to be performed by a property manager appointed in Landlord’s sole discretion, and other items included in operating expenses are set forth on Exhibit “J.”  The charge to Tenant for operating expenses shall be net of rebates, credits and recoveries under insurance, and the components of which shall include, but not be limited to, Tenant’s Proportionate Share of the following:

(a)           Real Estate Taxes . “Real Estate Taxes” which shall mean: (i) all real estate taxes, assessments, levies, impositions or charges on the Building or the Property (adjusted after protest or litigation, if any) for any part of the Term of this Lease, exclusive of penalties, provided, it is understood that real estate taxes on the Building and other improvements on the Property are subject to a 100% exemption from taxes pursuant to the terms of the CRA Agreement, as further set forth in Section 4.03 hereof,  (ii) any taxes which shall be levied in lieu of any such ad valorem real estate taxes, (iii) any special assessments for benefits on or to the Building or the Property paid in annual installments by Landlord, (iv) occupational taxes or excise taxes levied on rentals derived from the operation of the Building or the privilege of leasing property, and (v) the expense of protesting, negotiating or contesting the amount or validity of any such taxes, charges or assessments, such expense to be applicable to the period of the item contested, protested or negotiated;.

If the Term of the Lease shall end during a tax calendar year (“tax calendar year” shall mean each annual period for which real estate taxes are assessed and levied) of which part only is included in the Term hereof, the amount of such Additional Rent shall be prorated on a per diem basis and shall be paid on or before the last day of the Term. If the Term ends in any tax calendar year before the amount to be payable by Tenant has been determined under the provisions of this Section, an amount payable for the portion of the

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Term during the tax calendar year shall be reasonably estimated by Landlord and the estimated amount shall be promptly paid by Tenant.

(b)           The cost of the premium(s) for the fire and extended coverage insurance on the building and all other insurance required to be maintained by Landlord’s Lender or otherwise under this Lease, including, without limitation, commercial general liability insurance, special form property insurance and umbrella liability coverage. Only such insurance as is generally required by similar properties in the Columbus, Ohio, metropolitan area may be charged to Tenant except that Tenant shall not bear any cost for so-called “Terrorism Insurance” .

(c)           Landlord’s costs and expenses for the maintenance and repair of the roof, foundation, exterior walls and Building systems.

(d)           The amount paid for all labor and/or wages and other payments including costs of a management fee, worker’s compensation and disability insurance, payroll taxes, welfare and fringe benefits made to employees, contractors and subcontractors of Landlord or its managing agent involved in the operation and maintenance of the Property.

(e)           The costs of services not separately metered or directly billed to Tenant, including without limitation, the costs of any security monitoring system.

(f)            All other taxes identified in Section 4.03 of this Lease, including, without limitation, the In Lieu Payments.

(g)           The costs of trash and snow removal, landscaping, irrigation and general ground maintenance.

(h)           The costs of membership in the Centerpoint Business Park Owners Association, Inc., an Ohio not-for-profit corporation, and all dues and assessments provided for in the Declaration of Covenants, Conditions and Restrictions for Centerpoint Business Park, a copy of which is attached hereto as Exhibit “C”, all as further provided for in Article XVI hereof.

Landlord hereby represents the following good faith, non-binding estimate of expected 2007 operating expenses as follows:

Landlord warrants that the operating expenses chargeable to Tenant shall not increase by greater than five percent (5%) over the foregoing estimates during the initial calendar year of the Term.

The following costs and expenses shall be specifically excluded from Landlord’s operating expenses and the calculation of Tenant’s Additional Rent obligation:

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1.             costs of alterations of any other tenant’s premises in the Building or the cost of tenant installations and decorations incurred in connection with preparing, altering or improving space for any tenancy or tenant;

2.             any payments for (i) loan principal or interest, together with expenses thereto related in connection with such financing or refinancing during the term of this Lease, (ii) ground lease rent, or (iii) similar payments;

3.             the cost of electrical energy furnished directly to tenants to the Property and paid for by such tenants directly to the provider of such electrical energy;

4.             compensation paid to clerks, attendants or other persons in commercial concessions operated by Landlord, except to the extent receipts from such concessions are credited against Operating Expenses;

5.             salaries or fringe benefits of personnel above the grade of Building Manager;

6.             the cost of any items to the extent to which such cost is or should be reimbursed to Landlord by tenants of the Property (other than by virtue of the pass-throughs of “Operating Expenses” to other tenants of the Building), insurance or condemnation proceeds, warranties or third parties;

7.             depreciation of the Building and its equipment, amortization [except as provided in (2) above] and other non-cash charges;

8.             brokerage commissions, fees and expenses, advertising and promotional expenditures incurred in connection with selling or leasing of the Building or space therein, including, without limitation, court costs, attorneys’ fees and disbursements in connection with any summary proceeding to dispossess any tenant, fees/costs for consulting, legal vacancies, rent concessions, refurbishment or improvement;

9.             costs incurred in connection with the making of repairs which are the obligation of another tenant of the Building or cost of correcting defects in the construction, design or materials of the Building and parking facilities;

10.           the cost of clean up or damage due to the presence or release of any hazardous substance or material, toxic substances, wastes or materials or related environmental hazards, including asbestos, radon and PCB’s except to the extent placed on the Premises by Tenant or Tenant’s employees, agents, customers or invitees;

11.           costs incurred by Landlord as a result of Landlord’s breach of this Lease or any other lease with a tenant of the Property;

12.           costs attributable to enforcing leases against specific tenants in the Building, such as attorneys’ fees, court costs, adverse judgments, and similar expenses;

13.           acquisition costs of land or buildings in the Property, any costs incurred in connection with the construction, reconstruction, development, redevelopment or expansion of the Property;

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14.           any Landlord income, excise or franchise taxes; and

15.           any fines, penalties or additional costs imposed upon Landlord due to violations of Law by Landlord.

Section 5.03         Payment of Additional Rent.    In order to provide for current payments of Additional Rent, Landlord will give Tenant written notice of Tenant’s Proportionate Share of estimated operating expenses for each calendar year. Tenant shall pay to Landlord, as an Additional Rent deposit, in monthly installments, commencing on the first day of the Term of this Lease, and/or the first day of the calendar month following that month in which Landlord notifies Tenant of the estimated Additional Rent, one-twelfth (1/12 ^th ) of the Additional Rent due Landlord for any said calendar year as estimated by Landlord. If at any time it appears to Landlord that the Additional Rent due Landlord for any calendar year will vary from its estimate thereof by more than ten percent (10%), Landlord may, by written notice to Tenant, revise its estimate for such year. Subsequent Additional Rent deposits by Tenant for such year shall be based on the revised estimate. Tenant shall pay Landlord the Additional Rent deposit in the same manner as Base Rent beginning on the first day of the calendar month following that calendar month in which this Lease commences.

Within ninety (90) days of the end of the calendar year for which estimates of Additional Rent were made, actual Additional Rent due for such year shall be calculated and an annual statement thereof provided to Tenant. If Tenant’s Proportionate Share of actual Additional Rent exceeds the amounts paid by Tenant based on Landlord’s estimates, Landlord shall bill Tenant for the excess amount, and Tenant shall pay to Landlord said amount within thirty (30) days of billing. If Tenant’s Proportionate Share of actual Additional Rent is less than the amounts paid by Tenant based on Landlord’s estimate thereof, Tenant shall receive from Landlord a refund of the excess so paid by Tenant. Tenant shall have the right, within thirty (30) days from Tenant’s receipt of the annual statement of Additional Rent contemplated above and at Tenant’s sole cost and expense, to review and inspect Landlord’s books and records of Additional Rent for the periods covered by such annual statement.

If the Term commences on any day other than the first day of January, or if the Term ends on any day other than the last day of December, any Additional Rent due Landlord shall be prorated, based on a 365-day year. Upon expiration or termination of this Lease, Tenant shall pay such prorated amount within thirty (30) days of billing. This covenant shall survive the expiration or termination of this Lease.

Section 5.04         Service Charge and Late Penalty.    Tenant’s failure to make any monetary payment required of Tenant under this Lease within five (5) days of the due date therefor shall result in the imposition of a service charge for such late payment in the amount of ten percent (10%) of the amount due; provided that Landlord shall waive such service charge once per calendar year. In addition, any sum not paid within ten (10) days of the due date therefor shall bear interest at the then current prime rate of interest as published in the Wall Street Journal plus two percent (2%) (or such lesser percentage as may be the maximum amount permitted by law) from the date due until paid.

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Section 5.05         Triple Net Lease.    It is expressly understood and agreed by and between the parties that this Lease is a triple net lease, and the Base Rent, Additional Rent and all other sums payable hereunder to or on behalf of Landlord shall be paid without notice or demand and without setoff, counterclaim, abatement, suspension, deduction or defense.

ARTICLE VI - UTILITIES AND SERVICES

Tenant shall conduct in its own name and timely pay for all charges for electricity, gas, water, fuel, sewer charges, telephone, trash hauling and any other services or utilities used in, servicing or assessed against the Premises, unless otherwise herein expressly provided. Tenant shall pay all costs caused by Tenant introducing excessive pollutants or solids other than ordinary human waste into the sanitary sewer system, including’ the cost of any permits and any other fees and charges levied by any governmental subdivision in connection with any such pollutants or solids. Tenant shall be responsible for the installation and maintenance of any dilution tanks, holding tanks, settling tanks, sewer sampling devices, sand traps, grease traps or similar devices as may be required by any governmental subdivision for Tenant’s use of the sanitary sewer system. Landlord shall not be required to pay for any utility services, supplies or upkeep in connection with the Premises.

ARTICLE VII - MAINTENANCE AND REPAIR; ALTERATIONS

Section 7.01         Maintenance and Repair.

(a)           Tenant’s Maintenance and Repair .  Tenant shall be responsible for all maintenance and repair to the Premises of whatsoever kind or nature that is not hereinafter set forth specifically as the obligation of Landlord. Tenant shall take good care of the Premises and fixtures, and keep them in good repair and free from filth, overloading, danger of fire or any pest or nuisance, and repair any damage or breakage done by Tenant or its agents, employees or invitees, including damage done to the Building by Tenant’s equipment or installations; provided, however, that Tenant’s maintenance and repair obligations with respect to utility lines shall be limited to those which exclusively serve the Premises from the point of connection with common lines in the Building. Tenant shall be responsible for the repair and replacement of all glass and plate glass on the Premises, as well as all overhead doors, man doors and dock doors. At the end of the Term of this Lease or any extension or renewal thereof, Tenant shall quit and surrender the Premises broom clean in as good condition as when received by Tenant, normal wear and tear, loss or damage by fire or other casualty or act of God or nature excepted. In the event Tenant fails to maintain the Premises as provided for herein, Landlord shall have the right, but not the obligation, to perform such maintenance as is required of Tenant, in which event Tenant shall promptly reimburse Landlord for its costs in providing such maintenance or repairs together with a ten percent (10%) charge for Landlord’s overhead. The provisions of this Section 7.01(a) shall survive the expiration or earlier termination of this Lease.

(b)           Landlord’s Maintenance and Repair .  During the Term, including any extension or renewal thereof, Landlord shall keep and maintain the roof, structural soundness of exterior walls (excluding glass doors, plate glass, overhead doors, man doors and dock

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doors), foundation and other structural components of the Building, the heating, ventilation and air conditioning equipment for periodic inspection, servicing, repair and replacement of such, all in good condition and repair. Landlord shall be under no obligation and shall not be liable for any failure to make repairs that are Landlord’s responsibility herein until and unless Tenant notifies Landlord in writing of the necessity therefor, in which event Landlord shall have a reasonable time thereafter to make such repairs. In the event that Landlord fails to make any repair required of Landlord hereunder within a reasonable time after written notice from Tenant, Tenant shall have the right to perform such repair and to offset the costs thereof against Tenant’s monthly installments of Base Rent up to a maximum aggregate offset amount of $10,000.

Notwithstanding the foregoing, in the event of an emergency which threatens interference with Tenant’s business operations and/or the safety of the Premises or Tenant’s employees, Tenant shall have the right to perform such maintenance and repairs as are necessary to remedy such emergency and to be reimbursed by Landlord for all costs associated therewith; provided, that Tenant notify Landlord of such emergency as promptly as possible. Following performance of any such emergency obligations set forth in the previous sentence, Landlord shall reimburse Tenant for Tenant’s actual, reasonable cost in connection therewith with payment to be made within thirty (30) business days following Landlord’s receipt from Tenant of a written demand for payment together with evidence of Tenant’s payment thereof; provided, however, that the amount being sought by Tenant shall in no event exceed Twenty Five Thousand and No/100 Dollars ($25,000.00) unless Tenant is acting pursuant to a court order. All repairs by Landlord shall be made in a manner that attempts to cause the least interference with Tenant’s business. Landlord reserves the right to the exclusive use of the roof and exterior walls of the Building which Landlord is so obligated to maintain and repair. If any portion of the Premises which Landlord is obligated to maintain or repair is damaged by the negligence of Tenant, its agents, employees or invitees, then the cost of repairs necessitated by such damage shall be paid by Tenant.

Any structural repairs or improvements undertaken by Landlord that are required for tax purposes to be capitalized or amortized by Landlord shall be capitalized or amortized over the remaining useful life of such structural repairs or improvements and passed through and chargeable to Tenant on a yearly basis in an amount corresponding to the amount capitalized or amortized in such calendar year by Landlord; provided that, to the extent such structural repairs and improvements are necessitated by a defect in the construction of the Premises, such costs shall not be passed through to Tenant.

Notwithstanding the foregoing, Tenant shall be permitted, at Tenant’s sole cost and expense, and upon forty-eight (48) hour advance written notice to Landlord, to access the roof of the Building to install Tenant’s communication equipment (“Tenant’s “Communication Equipment”); provided, that Tenant shall:  (a) engage Landlord’s roofing contractor for any installations of Communication Equipment that requires roof penetrations; (b) provide Landlord with a specific list of all Communication Equipment to be installed and written verification from Landlord’s roofing contractor that the installation of such Communication Equipment will not void the roof warranty; and (c) ensure that any such equipment shall be in compliance with all applicable federal, state and local laws and ordinances. Landlord or its agents shall have the

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right to be present during the installation of all Communication Equipment, so long as Landlord complies with Tenant’s work schedule.

Section 7.02         Alterations; Mechanics’ Liens.

(a)           Alterations .  Tenant shall not make any alterations, improvements, or additions to the Premises, including, without limitation, any roof penetrations, without the prior written consent and approval of plans therefor by Landlord. Notwithstanding the foregoing sentence, Tenant may make interior, non-structural alterations and improvements to the Premises that cost less than $50,000 in the aggregate and do not effect the structural integrity of the Building without Landlord’s prior consent; provided that Tenant deliver copies of all final plans for such alterations to Landlord. Landlord agrees that Tenant may install, remove and/or replace freezers, coolers, cool docks, racks, battery chargers and other substantial items, trade equipment and fixtures necessary for the conduct of its business in or to the Premises. Landlord’s consent to any alterations, improvements, or additions, or its approval of any plans and specifications therefor, shall create no responsibility or liability on Landlord’s part for their completeness, design sufficiency or compliance with applicable laws, rules and regulations now or hereafter in effect. Alterations, improvements or additions so made upon the Premises, except moveable furniture and equipment placed in the Premises at the expense of Tenant, shall be and become the property of Landlord and shall remain upon and be surrendered with the Premises as a part thereof at the termination of this Lease, without disturbance, molestation, injury or damage; provided, however, that only with respect to alterations or improvements made after the initial build out of the Premises, Landlord shall have the option to require Tenant to (i) remove such alterations or improvements at Tenant’s sole cost and expense and (ii) restore the Premises to its prior condition, provided that Landlord so notify Tenant of such requirement at the time Landlord grants approval for such alterations and improvements. In the event damage to the Premises or the Building shall be caused by moving said furniture and equipment in or out of the Premises, said damage shall be promptly repaired at the cost of Tenant. The provisions of this Section 7.02(a) shall survive the expiration or earlier termination of this Lease.

Whenever plans for any Tenant work, whether the initial work at the commencement of the Term or for subsequent alteration,  Landlord’s approval must be given within ten (10) business days after receipt, with partial plan submittals as may be appropriate under the circumstances, and Landlord shall provide approval or notes of changes which if made would be deemed approved within the required time. If the Landlord does not respond, plans will be deemed approved.

(b)           Mechanics’ Liens .  Tenant shall not cause nor permit any mechanic’s liens or other liens, to be placed upon the Premises, the Building or the Property, and in case of the filing of any such lien or claim therefor, Tenant shall, within fifteen (15) business days of Tenant’s notice of the filing of any such lien or claim, discharge same; provided, however, that Tenant shall have the right to contest the validity or amount of any such

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lien upon its prior posting of security with Landlord, which security, in Landlord’s sole judgment, must be adequate to pay and discharge any such lien in full plus Landlord’s reasonable estimate of its legal fees. Tenant agrees to pay all legal fees and other costs incurred by Landlord because of the placement upon the Property of any mechanic’s or other liens attributable to Tenant. Tenant shall file and post all Notices of Commencement and amendments thereof in the places required under Section 1311.04 of the Ohio Revised Code (“Code”) at any time when it commences any alteration or improvement to the Premises, and when any amendment to any such Notice of Commencement is required by Section 1311.04 of the Code. Landlord and Tenant acknowledge and agree that Tenant shall not be deemed the agent of Landlord for any purpose in connection with any labor or material furnished to the Premises in furtherance of a contract therefor entered by Tenant, including Tenant’s Work.

ARTICLE VIII - SEVERABLE PROPERTY

Section 8.01         Severable Property.   Tenant may, at its expense, install, assemble or place on the Premises and remove and substitute any items of machinery, equipment, furniture, furnishings or other personal property used or useful in Tenant’s business and trade fixtures described in Exhibit “E”, (collectively, the “ Severable Property ”), and title to same shall remain in Tenant.

Section 8.02         Removal.    Tenant shall remove the Severable Property at the expiration or prior termination of this Lease. Any of Tenant’s Severable Property not removed by Tenant prior to the expiration of this Lease or thirty (30) days after an earlier termination this Lease shall be considered abandoned by Tenant and may be appropriated, sold, destroyed or otherwise disposed of by Landlord without obligation to account therefor. Tenant will repair at its expense all damage to the Premises necessarily caused by the removal of Tenant’s Severable Property, whether affected by Tenant or by Landlord. The provisions of this Section 8.02 shall survive the expiration or earlier termination of this Lease.

ARTICLE IX - ASSIGNMENT AND SUBLETTING

Section 9.01         Tenant’s Assignment and Subletting.   Tenant shall not, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, delayed or conditioned:  (i) assign, convey, mortgage or otherwise transfer this Lease or any interest hereunder, or sublease the Premises, or any part thereof, whether voluntarily or by operation of law; or (ii) permit the use of the Premises, or any part thereof, by any person other than Tenant, its affiliates and their employees. Any such transfer, sublease or use described in the preceding sentence (a “Transfer”) occurring without the prior written consent of Landlord shall be void and of no effect. Landlord’s consent to any Transfer shall not constitute a waiver of Landlord’s right to withhold its consent to any future Transfer. Landlord’s consent to any Transfer or acceptance of rent from any party other than Tenant shall not release Tenant from any covenant or obligation under this Lease. Each Transfer with Landlord’s consent shall be expressly made subject to the provisions hereof. No such Transfer shall modify or limit any right or power of Landlord hereunder or affect or reduce any obligation of Tenant hereunder, and all such obligations shall be those of Tenant and shall continue in full effect as obligations of a principal and not of a guarantor or surety, as though no subletting or assignment had been made, such liability of the Tenant named herein to continue notwithstanding any subsequent modifications or amendments

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of this Lease. Except with respect to a general pledge or assignment of all or substantially all of Tenant’s assets, to secure general borrowings or credit arrangements of Tenant, neither this Lease nor the Lease Term hereby demised shall be mortgaged by Tenant, nor shall Tenant mortgage or pledge its interest in any sublease of the Premises. Any sublease or assignment of Tenant’s interest hereunder made otherwise than as expressly permitted by this Section shall be void. Tenant shall, within twenty (20) days after the execution of any Transfer consented to by Landlord, deliver a conformed, fully executed copy thereof to Landlord. In the event that pursuant to any assignment or sublease, Tenant receives or has the right to receive any monies, rental payments or any other consideration in excess of Tenant’s rental obligations hereunder, Tenant guarantees that fifty percent (50%) of all such excess amounts from any sublease or assignments shall, when due or payable, be immediately delivered or paid to the Landlord by Tenant or any such assignee or subtenant. Fifty percent (50%) of all such monies, rental payments or any other consideration shall be the sole and exclusive property of Landlord.

Notwithstanding anything contained herein to the contrary, Tenant may, upon prior written notice to Landlord, sublease to any subsidiary, parent or affiliate of Tenant, provided that (a) such subtenant shall have a tangible net worth at least equal to or greater than Tenant’s tangible net worth as of the date of this Lease, (b) there is no change in the use of the Premises by the subtenant, and the subtenant’s proposed use and occupancy otherwise fully comply with the terms of this Lease, and (c) Tenant shall remain primarily liable for all of the terms, conditions and obligations set forth in this Lease.

Section 9.02         Tenant’s Transfer Rights.   Notwithstanding anything in this Lease to the contrary, (i) a sale of the assets, stock or ownership interests, change of control of Tenant or arrangements with third parties to operate within the premises in the form of a space concession, leased or licensed department, shall not be deemed to be a transfer, assignment or sublease for purposes of this lease and (ii) Tenant shall have the right to effect a “Permitted Transfer”. As used herein the term “Permitted Transfer” shall mean the right (a) to sublet the Premises, or portions thereof, or (b) to assign this Lease in connection with any of the following: (1) sale of any of the stock or ownership interests or assets of Tenant, (2) merger or consolidation of Tenant or (3) an assignment or sublet to an entity which is controlled by, controlling or under common control with Tenant. Tenant shall have the right to effect a Permitted Transfer in each case without Landlord’s consent, Landlord shall have no right to increase the Rent under this Lease, to recapture any or all of the Premises or terminate the Lease or to seek the payment of any costs of the landlord in connection with such Permitted Transfer. No Permitted Transfer will release or discharge Tenant of or from any liability, whether past, present, or future, under this Lease, and Tenant shall continue fully liable thereunder unless such assignee or sublessee, has a net worth equal to or in excess of the net worth of Tenant as of the date hereof. Tenant shall deliver to Landlord promptly after the effective date of any sublease or assignment, an executed copy of each such sublease or assignment.

Section 9.03         Transfer or Pledge by Landlord.    Landlord shall be free to transfer its