Common use of Additional Space Clause in Contracts

Additional Space. Commencing on May 1, 2001, Sublessor herein grants unto the Sublessee a Right of First Refusal on any space that shall be and/or becomes available in the building during the remaining Term of this Sublease. Prior to May 1, 2001 and thereafter prior to the first day of May of any calendar year during the remaining Term hereof, Sublessor shall notify Sublessee by written notice of the availability of any such space in the building. Should Sublessee desire to exercise its Right of First Refusal and sublease such available space, Sublessee must notify Sublessor in writing of its desire to sublease the available space within seven (7) calendar days of Sublessee's receipt of Landlord's notice of availability. Within thirty (30) days of the receipt of Sublessee's notice exercising the right to sublease such available space, Sublessee and Sublessor shall enter into an amendment of this agreement setting forth the terms under which the additional space is subleased to Sublessee. The Base Rental shall be at a rental mutually agreed between Sublessee and Sublessor. Failure by Sublessee to exercise its Right of First Refusal within said seven (7) calendar day period, or if exercised, failure to enter into an amendment of this agreement within thirty (30) days of Sublessor's receipt of Sublessee's notice, shall be deemed a waiver of such right and Sublessor shall thereafter be free of any obligation under this Article 2.04 for a period of 12 months. Any exercise by Sublessee of this Right of First Refusal shall be for a minimum of 5,000 rental square feet.

Additional Space. Commencing on May 1(a) Sublandlord currently leases additional space ("Additional Space") in the Building from the Master Landlord. It is understood and agreed that, 2001to the extent it is not a violation under the Master Lease, Sublessor herein grants unto in the Sublessee event Sublandlord intends to extend or accept an offer for sublease or assignment (to an entity other than a Right business division or affiliate of First Refusal on Sublandlord, or pursuant to a sale, merger or change in ownership or control of Sublandlord) any space that Additional Space during the Sublease Term, Subtenant shall be and/or becomes available in entitled to a right of first offer or refusal, as the building during case may be, as follows: (i) In the remaining Term case of this Sublease. Prior to May 1the right of first offer, 2001 and thereafter prior to the first day of May of any calendar year during the remaining Term hereofSublandlord shall, Sublessor shall notify Sublessee by written notice ("ROFO Notice"), notify Subtenant of the availability location and amount of square feet of Additional Space being offered and the amount of net rent (i.e. taking into account any construction allowance, rent abatement and other financial terms) for such space in the buildingAdditional Space. Should Sublessee desire to exercise its Right of First Refusal and sublease such available space, Sublessee must notify Sublessor in writing of its desire to sublease the available space within seven (7) calendar days of Sublessee's receipt of Landlord's notice of availability. Within Subtenant shall have thirty (30) days from the date of receipt of the receipt of Sublessee's notice exercising ROFO Notice to notify Sublandlord, in writing (the right "ROFO Acceptance"), if Subtenant desires to sublease such available spacethe entire Additional Space offered at the net rent amount set forth in the ROFO Notice. In the event Subtenant does not timely provide Sublandlord with the ROFO Acceptance, Sublessee or Sublandlord and Sublessor shall Subtenant, after good faith efforts, do not enter into an amendment of this agreement setting forth the terms under which the additional space is subleased to Sublessee. The Base Rental shall be at a rental mutually agreed between Sublessee and Sublessor. Failure by Sublessee to exercise its Right of First Refusal within said seven (7) calendar day period, sublease or if exercised, failure to enter into an amendment of this assignment agreement within thirty (30) days from the date of Sublessor's the ROFO Acceptance, Sublandlord shall have no further obligations to Subtenant with respect to such Additional Space, except that in the event Sublandlord enters into negotiations with a third party for such Additional Space at a net rent amount equal to less than ninety percent (90%) of the net rent stated in the ROFO Notice, Sublandlord shall provide Subtenant with a second ROFO Notice setting forth the new net rent amount. Subtenant shall then have five business days from the date of receipt of Sublessee's noticethe second ROFO Notice to provide Sublandlord with the second ROFO Acceptance. In the event Subtenant does not timely provide Sublandlord with the second ROFO Acceptance, or Sublandlord and Subtenant, after good faith efforts, do not enter into a sublease or assignment agreement within ten (10) days from the date of the second ROFO Acceptance, Sublandlord shall have no further obligations whatsoever to Subtenant with respect to such Additional Space. (ii) In the case of the right of first refusal, Sublandlord shall, by written notice ("ROFR Notice"), notify Subtenant of the location and the amount of square feet of Additional Space being solicited by a third party and the amount of the net rent for such Additional Space. Subtenant shall have fifteen (15) days from the date of receipt of the ROFR Notice to notify Sublandlord, in writing (the "ROFR Acceptance"), if Subtenant desires to sublease the entire Additional Space solicited at the net rent amount set forth in the ROFR Notice. In the event Subtenant does not timely provide Sublandlord with the ROFR Acceptance, or Sublandlord and Subtenant, after good faith efforts, do not enter into a sublease or assignment agreement within thirty (30) days from the date of the ROFR Acceptance, Sublandlord shall have no further obligations to Subtenant with respect to such Additional Space. (b) The parties agree that the negotiated sublease for the Additional Space, whether pursuant to the right of first offer or the right of first refusal, will be in substantially the same form as this Sublease except for financial matters. Notwithstanding the foregoing, nothing contained herein shall be deemed a waiver of such right and Sublessor shall thereafter be free of construed as Sublandlord making any obligation under this Article 2.04 for a period of 12 months. Any exercise by Sublessee of this Right of First Refusal shall be for a minimum of 5,000 rental square feetwarranty or representation that it will or intends to sublease or assign any Additional Space during the Sublease Term.

Additional Space. Commencing In the event that (a) Tenant requires space in addition to the Leased Premises and (c) the 1050 East Arques building and/or the remaining portion of the 1070/1080 East Arques building are vacant or will become vacant within one (1) year of the Lease Commencement Date, Tenant shall have the right to lease such vacant space in its entirety as additional space at market value not to exceed $1.25 per square foot per month and otherwise on May 1the same terms of this Lease, 2001, Sublessor herein grants unto modified only as provided in this Paragraph 15.1 and in Paragraph 15.2 below. Landlord will notify Tenant promptly upon receiving notification of any vacancy or pending vacancy of such other space. Tenant may exercise the Sublessee a Right right of First Refusal on any first refusal to lease additional space that shall be and/or becomes available in the building pursuant to this Paragraph 15.1 by notifying Landlord at anytime during the remaining Term of this Sublease. Prior to May 1first twelve (12) months following the Lease Commencement Date; provided, 2001 and thereafter however, that if, prior to Tenant’s exercise of such right, Landlord enters into negotiations for the first day lease of May such other space with a party not currently a tenant within the Sunnyvale Research Center, Landlord will notify Tenant of any calendar year during the remaining Term hereof, Sublessor shall such negotiations and Tenant will have ten (10) days following receipt of such notice to notify Sublessee by written notice Landlord of the availability of any such space in the building. Should Sublessee desire its intent to exercise its Right right of First Refusal first refusal for that particular other space. In any event, unless the parties otherwise agree, the Lease Commencement Date for any additional space Leased by Tenant would be the date on which Landlord delivers such additional space to Tenant, and sublease such available space, Sublessee must notify Sublessor in writing of its desire the Lease Term for any additional space leased by Tenant would be set to sublease expire on the available space within seven (7) calendar days of Sublessee's receipt of Landlord's notice of availabilityLease Expiration Date. Within thirty (30) days of the receipt of Sublessee's notice exercising If Tenant does not timely exercise the right to sublease such available spaceof first refusal under this Paragraph 15.1, Sublessee and Sublessor shall enter into an amendment of this agreement setting forth the terms under which the additional space is subleased to Sublessee. The Base Rental shall be at a rental mutually agreed between Sublessee and Sublessor. Failure by Sublessee to exercise its Right of First Refusal within said seven (7) calendar day period, or if exercised, failure to enter into an amendment of this agreement within thirty (30) days of Sublessor's receipt of Sublessee's notice, shall be deemed a waiver of then such right shall automatically be void and Sublessor shall thereafter be free of any obligation under this Article 2.04 for a period of 12 months. Any exercise by Sublessee of this Right of First Refusal shall be for a minimum of 5,000 rental square feetno further force or effect.

Additional Space. Commencing (a) If during the initial term of the letting hereunder, any single block of space contiguous to the Lessee's then current premises, either on May 1the same floor as the Lessee's then current premises or directly above or directly below the Lessee's then current premises, 2001, Sublessor herein grants unto the Sublessee a Right of First Refusal on any space that shall be and/or becomes available for leasing, (such block of space being referred to herein as "Additional Space") and provided that this Agreement is then in full force and effect and the building during the remaining Term Lessee is not in default under any term, provision or covenant of this Sublease. Prior to May 1Agreement after notice and the expiration of any applicable cure periods, 2001 and thereafter then the Port Authority prior to entering into an agreement with a third party covering the first day letting of May of any calendar year during such space, will notify the remaining Term hereof, Sublessor shall notify Sublessee by written notice Lessee in writing of the availability for leasing of such space (the "Port Authority Notification"), such Port Authority Notification to state the date it expects such space to become available or ready for occupancy, the location of such space, the number of rentable square feet contained therein and shall set forth the annual basic rental rate. The letting of the Additional Space shall be with no rental concession and on an "as is" basis with no finishing allowance or reimbursement amount to be provided by the Port Authority. Payment of basic rental and additional basic rental for any Additional Space will commence on the commencement date of the letting of same. The Lessee shall have the right, by notice to the Port Authority subscribed by an authorized officer of the Lessee and delivered to the Port Authority within thirty (30) days after receipt of the Port Authority Notification: (i) to accept unconditionally such space in its entirety for the building. Should Sublessee desire balance of the term of the letting hereunder, at the annual basic rental rate set forth in the Port Authority Notification; or (ii) to exercise accept unconditionally such space in its Right entirety for the balance of First Refusal and sublease the term of the letting hereunder but to advise the Port Authority that the Lessee has concluded that the Port Authority's annual basic rental therefor is greater than the fair market rental value for such available space, Sublessee must notify Sublessor in writing which event, and if the Port Authority and the Lessee are unable within thirty (30) days thereafter to reach agreement on the annual basic rental for such Additional Space, to withdraw its notification or to accept the fair market rental value for the Additional Space as shall be determined by arbitration in accordance with the provisions of its desire to sublease the available space within seven paragraph (7c) calendar days of Sublessee's receipt of Landlord's notice of availabilitythis Section 44. Within thirty (30) days after the later of the receipt date that the Lessee notifies the Port Authority pursuant to subdivision (i) above of Sublessee's notice exercising the right to sublease this paragraph (a) that it unconditionally accepts such available space, Sublessee or the date the Port Authority and Sublessor shall enter into an amendment the Lessee reach agreement within the aforesaid thirty (30) day period on the annual basic rental, or, in the event that the rental for such space is determined by arbitration pursuant to subdivision (ii) above of this paragraph (a), the date that the arbitrators render their determination of the fair market rental value, the Port Authority will prepare and submit to the Lessee for its execution an appropriate Credit Suisse 042799 agreement setting forth supplementing this Agreement and providing for the letting of such Additional Space. Any such supplemental agreement prepared by the Port Authority pursuant to the provisions of this paragraph (a) shall provide for the letting of the Additional Space upon all the terms under and conditions set forth in this Agreement except as modified by the provisions of this paragraph (a) and paragraph (b) of this Section 44. Commencing with the commencement date of the letting of any such Additional Space, such additional space shall be deemed incorporated in the premises and the Lessee, commencing as of such commencement date, shall pay basic rental and shall pay additional basic rental for any such Additional Space in accordance with the provisions of Schedule A attached hereto provided that the base period for purposes of determining additional basic rental with respect to payments in lieu of taxes pursuant to Schedule A of this Agreement shall be the tax year commencing on the July 1st immediately preceding the commencement date of the letting of any such Additional Space and the base period for determining additional basic rental payable pursuant to paragraph 3 of Schedule A shall be the calendar year in which the additional space is subleased to Sublesseecommencement date of the letting of the particular Additional Space shall occur. The Base Rental shall be at a rental mutually agreed between Sublessee Provided that the terms and Sublessor. Failure conditions of the supplemental agreement submitted by Sublessee to exercise its Right of First Refusal within said seven (7) calendar day period, or if exercised, failure to enter into an amendment the Port Authority are in accordance with the provisions of this paragraph (a), the Lessee shall execute such agreement and return it to the Port Authority within thirty (30) days of Sublessor's after its receipt of Sublessee's notice, shall be deemed a waiver thereof In the event the Lessee fails to indicate its acceptance of such right and Sublessor Additional Space described in the Port Authority Notification within the time period prescribed in this paragraph (a) or in the event that the Lessee shall thereafter be free of any obligation under fail to execute such agreement prepared by the Port Authority with respect to such space within the time set forth in this Article 2.04 paragraph (a), then the Lessee shall thereupon have no further rights or interest in or to such space pursuant to this paragraph (a) for a period of 12 months. Any exercise by Sublessee one (1) year from expiration of the applicable aforesaid time period, the Port Authority shall have no further obligation under this paragraph (a) to offer such space to the Lessee within such one (1) year period, the Port Authority shall have the right to lease such space, or any portion thereof, to others on terms and conditions (including but not limited to rental, term, space finishing and use provisions) different from those which would have governed the letting to the Lessee of such space and on more or less favorable terms and conditions all as the Port Authority may at its discretion determine and during the term of such lease to such third party, including any renewal or extension thereof, such space shall be deemed not to be available for letting for purposes of this Right paragraph (a). The Lessee expressly understands and agrees that the provisions of First Refusal this paragraph (a) are subject to the then existing availability for leasing of space. Additional Space shall be deemed available for leasing for the purposes of this paragraph (a) if(x) it is then unoccupied and not covered under the terms of an existing agreement of lease or other valid agreement granting present or future rights of occupancy or, if occupied pursuant to the terms of an existing agreement of lease, the letting under such lease is scheduled to expire not less than one hundred eighty (180) days and not more than three hundred sixty-five (365) days following the date of the Lessee's notice to the Port Authority with respect to such Additional Space and (y) the Port Authority has not granted any right or option to any third party with respect to the letting or occupancy of such space, including but not limited to rights to renew or extend any existing tenancy in such space, which in either case are then in force and effect. Further, nothing in this paragraph (a) shall be construed to obligate the Port Authority in any way to terminate the letting or otherwise end the occupancy of a minimum tenant currently in possession of 5,000 any space, whether contiguous to the Lessee's then existing premises or otherwise, prior to the scheduled expiration date of such letting. Attached hereto as Schedule O is a description of all third party option rights (hereinafter collectively called "Option Rights") that exist on the date of this Agreement to lease space or to renew the term of the letting of space which is contiguous to the initially let premises. Such Schedule O was prepared to the best of the Port Authority's knowledge and it is agreed that the Port Authority shall have no liability for errors and omissions in such Schedule O, provided that the Port Authority made a good faith effort to provide the information therein fully and correctly. The Port Authority agrees that subsequent to the date of this Agreement it will not grant third parties any new Option Rights with respect to space superior to the Lessee's rights with respect to such space as set forth in this paragraph (a). Credit Suisse 042799 (b) In the event the Lessee concludes that the annual basic rental square feetfor any Additional Space specified in the Port Authority Notification pursuant to paragraph (a) of this Section 44 is greater than the fair market rental value for such Additional Space, the Lessee shall so advise the Port Authority and shall request arbitration with respect thereto. Such arbitration shall be by three arbitrators, one to be appointed by the Port Authority, one to be appointed by the Lessee and the third to be appointed by the arbitrators so appointed. The arbitration shall be pursuant to the then rules of the American Arbitration Association or any successor organization and the question to be answered by the arbitrators shall be: "Is the annual basic rental established by the Port Authority greater than the fair market rental value (as such term is defined in paragraph (c) of this Section 44) for such Additional Space for the balance of the term of the letting under the Lease?" If the arbitrators' decision is in the negative (or if the Lessee does not contest the rental rate after specification thereof by the Port Authority) then from and after the commencement date of the term of the letting of such Additional Space, the Lessee shall pay to the Port Authority such annual basic rental in advance in equal monthly installments throughout the balance of the term of the letting under this Agreement. If the decision of the arbitrators is that the annual basic rental specified by the Port Authority is greater than the fair market rental value for such Additional Space, the arbitrators shall thereupon determine the fair market rental value for the applicable space, and in such event from and after the commencement date of the letting of such Additional Space, the Lessee shall pay to the Port Authority in advance in equal monthly installments an annual basic rental equal to the fair rental value as determined by the arbitrators. The Port Authority and the Lessee shall each bear the cost of the arbitrator appointed by them. All other costs of such arbitration, including but not limited to the cost of the third arbitrator, shall be borne equally by the Port Authority and the Lessee. (c) For the purposes of this Section, the term "fair market rental value" shall mean rent at the rate that a willing bona fide tenant would pay and a willing bona fide landlord would accept for comparable space in the World Trade Center taking into account all appropriate factors presented by the parties to the arbitrators, including without limitation thereto:

Additional Space. Commencing During the term of this Lease, provided that Tenant has not been in default of this Lease, in the event that any leased space in the Building located on May 1, 2001, Sublessor herein grants unto the Sublessee a Right of First Refusal on any space that shall be and/or first or second floor becomes available in due to a tenant moving out (the building during the remaining Term of this Sublease. Prior to May 1"Available Space"), 2001 and thereafter prior to the first day of May of any calendar year during the remaining Term hereof, Sublessor Landlord shall notify Sublessee by provide Tenant with written notice of the availability of any such space same and Tenant shall have the first opportunity to lease the Available Space in the buildingits "as is" condition. Should Sublessee desire Tenant shall have two (2) weeks in which to exercise this option by delivering written notice to Landlord failing which this option to expand for the Available Space which was offered shall automatically terminate. In the event that Tenant timely exercises its Right of First Refusal option to lease the Available Space, the Base Rent for the Available Space shall be the base rent on a per square foot basis as will then be due by Tenant for the Premises and sublease such available space, Sublessee must notify Sublessor in writing of its desire to sublease the available space within seven (7) calendar days of Sublessee's receipt of Landlord's notice of availability. Within thirty (30) days of the receipt of Sublessee's notice exercising the right to sublease such available space, Sublessee and Sublessor parties shall enter into an amendment of this execute a lease modification agreement setting forth the terms under which addition of the additional space Available Space to the Premises and the new amount of Base Rent. Notwithstanding anything herein to the contrary, Tenant shall not be allowed to exercise the rights contained in this Section if Tenant is subleased in the last year of the primary term of this Lease unless Tenant exercises its option to Sublessee. The Base Rental renew; and provided further, if Tenant has exercised its option to renew and is in the sixth (6th) year of this Lease, Tenant shall be required to extend the term of this Lease at then prevailing market rates as a rental mutually agreed between Sublessee and Sublessorcondition of exercising the rights contained in this Section. Failure by Sublessee to In the event that Tenant does not exercise its Right of First Refusal within said seven (7) calendar day periodoption to expand for the Available Space which was offered, or if exercised, failure to enter into an amendment of this agreement within thirty (30) days of Sublessor's receipt of Sublessee's notice, shall be deemed a waiver of such right and Sublessor Landlord shall thereafter be free of any obligation under this Article 2.04 for a period of 12 months. Any exercise by Sublessee of this Right of First Refusal shall be for a minimum of 5,000 rental square feetable to lease the offered Available Space on terms acceptable to Landlord in Landlord's sole and absolute discretion.

Additional Space. Commencing on May 1Provided that Tenant is not then in default under the terms of the Lease, 2001Landlord shall notify Tenant if Suite 375 of the Building (the “Additional Space”) is to become available for lease. If the Additional Space is to become available for lease, Sublessor herein grants unto (i) the Sublessee a Right of First Refusal on any space that Base Rent for the Additional Space shall be and/or becomes available at the Fair Market Rent (as calculated consistent with the determination of Fair Market Rent in Exhibit B attached hereto), (ii) the building during lease term of the remaining Term Additional Space shall be co-terminus with the Termination Date of this Subleasethe Lease (as set forth in Xxxxxxxxx 0 xxxxx), (xxx) the Additional Space will be leased in its “AS-IS” condition, without any obligation of Landlord to provide for tenant improvements or allowances and (iv) the lease of the Additional Space shall otherwise be on the same terms and conditions of the Lease (“Offer Terms”). Prior to May 1, 2001 and thereafter prior to the first day of May of any calendar year during the remaining Term hereof, Sublessor Tenant shall notify Sublessee have a one time option exercisable by written notice of the availability of any such space in the building. Should Sublessee desire to exercise its Right of First Refusal and sublease such available space, Sublessee must notify Sublessor in writing of its desire to sublease the available space Landlord within seven five (75) calendar days of Sublessee's after receipt of Landlord's ’s notice of availabilitytogether with the Offer Terms, to lease the Additional Space upon the Offer Terms. Within thirty (30) days of the receipt of Sublessee's If Tenant fails to deliver such notice exercising the right option within such five (5) day period, this option shall become null and void. Rent in respect of the Additional Space shall commence to sublease such available spacebe due and payable on the date Landlord delivers the Additional Space to Tenant free of other tenants and occupants and otherwise in accordance with the Offer Terms. Promptly after Tenant exercises this option, Sublessee Landlord and Sublessor Tenant shall enter into an amendment of this agreement to the Lease setting forth the terms under and conditions upon which Tenant shall lease the additional space is subleased Additional Space and incorporating the Additional Space as part of the Premises. Notwithstanding anything to Sublessee. The Base Rental the contrary contained in this Xxxxxxxxx 00, Xxxxxxxx shall only be at a rental mutually agreed between Sublessee obligated to offer the Additional Space to Tenant if the lease for the Additional Space has expired (after all renewal periods) or been terminated and Sublessor. Failure by Sublessee to exercise its Right of First Refusal within said seven (7) calendar day period, or if exercised, failure to enter into an amendment of this agreement within thirty (30) days of Sublessor's receipt of Sublessee's notice, shall be deemed a waiver of such right and Sublessor shall thereafter be free of any obligation under this Article 2.04 for a period of 12 months. Any exercise by Sublessee of this Right of First Refusal shall be for a minimum of 5,000 rental square feetthe tenant has vacated the Additional Space.

Additional Space. Commencing on May 1, 2001, Sublessor herein grants unto the Sublessee a Right of First Refusal on (a) If: (i) any space that shall be and/or office lettable area becomes available in the building during known as Building A 00-00 Xxxxxxxxxx Xxxx, Xxxxxxx Forest (the remaining Term “Adjoining Building”); and (ii) Pharmaxis Ltd is the Tenant in physical occupation of the Premises under this Lease; and (iii) no other tenants in the Adjoining Building have rights to occupy such areas under a lease or other occupancy arrangements in place at the date of this Sublease. Prior to May 1Lease; and (iv) the Landlord is at the relevant time the owner of the Adjoining Buildings, 2001 and thereafter prior to then, provided that the first day Tenant is not at the time in breach of May of any calendar year during its obligations under this Lease, the remaining Term hereofLandlord must, Sublessor shall notify Sublessee by written as soon as reasonably practicable provide the Tenant with notice of the availability office space (the “Space”) becoming available in Adjoining Building: (v) no more than 9 months in advance or less than 6 months of any such the space becoming available; (vi) offering the Tenant a Lease of the Space on the reasonable terms contained in the building. Should Sublessee desire Landlord’s standard lease used in respect of lettings in the Adjoining Building; and (vii) for a term equal to exercise its Right of First Refusal and sublease such available space, Sublessee must notify Sublessor in writing of its desire to sublease the available space within seven (7) calendar days of Sublessee's receipt of Landlord's notice of availability. Within thirty (30) days balance of the receipt of Sublessee's notice exercising the right to sublease such available space, Sublessee and Sublessor shall enter into an amendment term of this agreement setting forth Lease plus option terms or such other term as may be agreed between the terms under which Landlord and the additional space is subleased Tenant; and (viii) at a rent agreed between the Landlord and Tenant and if the Landlord and Tenant are unable to Sublessee. The Base Rental agree the rent within 10 Business Days of the Landlord notifying the Tenant that the Space will become available in the Adjoining Building in accordance with this clause then the rent shall be at a rental mutually agreed between Sublessee and Sublessor. Failure by Sublessee to exercise its Right of First Refusal within said seven (7) calendar day period, or if exercised, failure to enter into an amendment determined in accordance with clause 4.6 of this agreement Lease. (i) The Tenant shall within thirty 20 business days after service of the notice under clause 23(a) provide written notice to the Landlord either accepting or rejecting the lease of the Space. A notice purporting to accept a lease of part of the Space is not a valid notice for the purposes of this clause 23(b)(i) and is of no effect. (30ii) days of Sublessor's receipt of Sublessee's notice, If the Tenant serves a notice in accordance with clause 23(b)(i) accepting the Landlord’s offer there shall be deemed to be a waiver binding lease on the terms contained in clause 23(a) between the Landlord and the Tenant in respect of such right and Sublessor the Space the subject of the Landlord’s notice. That Lease commences on the date that the Space becomes available. (iii) If the Tenant serves a notice under clause 23(b)(i) advising the Landlord that the Tenant rejects the Landlord’s offer or if the Tenant fails to serve any notice at all in accordance with clause 23(b)(i), the Tenant agrees that the Landlord shall thereafter be free of any obligation to lease or licence the Space to another party and the Tenant shall have no further rights under this Article 2.04 for clause 23(a) to lease the Space. (c) If the Landlord sells or otherwise transfers its interest in the Adjoining Building, the Landlord the Tenant and the purchaser or transferee (the New Owner), at the Landlord’s cost, must enter into a period of 12 months. Any exercise deed with (and the Landlord must procure the entry into that deed) by Sublessee the New Owner pursuant to which the New Owner agrees to be bound by the terms of this Right of First Refusal shall be for a minimum of 5,000 rental square feetclause 23.

Additional Space. Commencing on May 1There is hereby added to the Existing Demised Premises, 2001and Lessor does hereby lease to Lessee, Sublessor herein grants unto and Lessee does hereby lease from Lessor, the Sublessee a Right Additional Space, subject to and upon all of First Refusal on any space the terms and conditions of the Lease, as amended hereby, to the end that the Demised Premises under the Lease shall be and/or becomes available in approximately 21,820 square feet of rentable area on the building during fourth (4th) floor of the remaining Term of this Sublease. Prior to May 1Building, 2001 as outlined on the floor plan attached hereto and thereafter prior made a part hereof as Exhibit A. (A) The Additional Space shall be added to the first Existing Demised Premises on the Addition Date, which shall be the 1st day of May October, 1998 (the "Anticipated Addition Date") , or such later date as may be established pursuant to the provisions below in this Section 2. The term of the Lease as to the Additional Space shall expire on the same date as the term of the Lease as to the Existing Demised Premises so as to be coterminous for all purposes with the term of the Lease as to the Existing Demised Premises. (B) It is understood and agreed that the obligations of Lessor and Lessee under this Addendum are contingent upon the existing tenant of the Additional Space vacating and surrendering full possession of the same on or about July 31, 1998. In the event Lessor is unable to deliver possession of the Additional Space on the Anticipated Addition Date, because the existing tenant has failed to so vacate, Lessor shall not be liable or responsible for any calendar year during claims, damages or liability arising in connection therewith or by reason thereof, nor shall Lessee be excused or released from the remaining Term hereofLease, Sublessor as amended hereby, because of Lessor's inability to deliver possession of the Additional Space on that date. The Addition Date, however, shall notify Sublessee be extended to the earlier of (i) the date the Additional Space is occupied by Lessee or (ii) the date which is ten (10) days after the date Lessor has notified Lessee in writing that the existing tenant has vacated the Additional Space and possession thereof is available to Lessee; provided, however, that if the existing tenant fails to vacate and surrender full possession of the Additional Space on or before September 30, 1998, then either Lessor or Lessee shall have the right to cancel and terminate this Addendum without further liability by giving written notice of such cancellation and termination to the availability other on or before October 15, 1998, and this Addendum shall be null and void and of any no further force or effect upon the delivery of such space in notice. Lessor shall endeavor to keep Lessee informed as to the building. Should Sublessee desire to exercise its Right of First Refusal and sublease such available space, Sublessee must notify Sublessor in writing status of its desire efforts to sublease the available space within seven (7) calendar days of Sublessee's receipt of Landlord's notice of availability. Within thirty (30) days recapture possession of the receipt Additional Space from the existing tenant. When Lessee accepts possession of Sublessee's notice exercising the right Additional Space, Lessor and Lessee shall execute the "Declaration as to sublease such available spaceDate of Delivery and Acceptance of Possession of Premises," attached hereto as Exhibit B, Sublessee and Sublessor which shall enter into an amendment of this agreement setting forth specify the terms under which the additional space is subleased to Sublessee. The Base Rental shall be at a rental mutually agreed between Sublessee and Sublessor. Failure by Sublessee to exercise its Right of First Refusal within said seven (7) calendar day period, or if exercised, failure to enter into an amendment of this agreement within thirty (30) days of Sublessor's receipt of Sublessee's notice, shall be deemed a waiver of such right and Sublessor shall thereafter be free of any obligation under this Article 2.04 for a period of 12 months. Any exercise by Sublessee of this Right of First Refusal shall be for a minimum of 5,000 rental square feetAddition Date.

Additional Space. Commencing Section 38.01. So long as this Lease is then in full force and effect and Tenant is not then in default in performing any of the monetary conditions of this Lease on May 1its part to be performed, 2001both at the time of Landlord's Availability Notice (as hereinafter defined) and on the Effective Date (as hereinafter defined) for the Additional Space (as hereinafter defined), Sublessor herein grants unto at the Sublessee a Right of First Refusal on any space that shall be and/or becomes available in the building time during the remaining Term term of this SubleaseLease that Landlord becomes aware, after the initial leasing thereof, of the potential availability of not less than 13,000 rentable square feet on the 35th floor of the Building (the "Additional Space"), which Landlord anticipates will become available for lease and future occupancy by Tenant during the term of this Lease, Landlord shall then give Tenant notice thereof (the "Availability Notice"). Prior Such notice shall also state the rentable square feet of the Additional Space, which for the purposes of this Article 38 is agreed to May 1be 26,000 rentable square feet for the entire 35th floor, 2001 and thereafter prior Landlord's reasonable estimation of the date when such Additional Space will be available for Tenant"s occupancy (the "Occupancy Date"). If the same is subject to the first day of May of any calendar year during the remaining Term hereof, Sublessor shall notify Sublessee by written notice prior right of the availability then tenant thereof to renew the term thereof (the "Prior Right"), Landlord shall include in its Availability Notice the existence of any such space in Prior Right and the buildingdate by which the same must be exercised by the existing tenant having such Prior Right. Should Sublessee desire Concurrently with giving the Availability Notice to Tenant, Landlord shall give to the existing tenant notice to exercise its Right of First Refusal and sublease such available space, Sublessee must Prior Right. Landlord thereafter shall notify Sublessor in writing of its desire to sublease the available space within seven (7) calendar days of Sublessee's receipt of Landlord's notice of availability. Within thirty (30) days Tenant of the receipt exercise or non-exercise of Sublessee's notice exercising such Prior Right. Landlord represents that there is no existing Prior Rights as of the date hereof, and Landlord agrees that it shall not grant any such rights other than to a tenant occupying the Additional Space or any Further Additional Space (as hereinafter defined). Tenant shall have the one time right to sublease such available space, Sublessee and Sublessor shall enter into an amendment of this agreement setting forth the terms under which the additional space is subleased to Sublessee. The Base Rental shall be at a rental mutually agreed between Sublessee and Sublessor. Failure by Sublessee to exercise its Right option to lease such Additional Space by giving Landlord notice of First Refusal within said seven its election to do so (7) calendar day periodthe "Exercise Notice"), or if exercised, failure to enter into an amendment of this agreement within thirty (30) days from the date of Sublessor's its receipt of Sublessee's noticethe Availability Notice, shall be deemed with TIME OF THE ESSENCE. However, if such Additional Space is subject to a waiver Prior Right, Tenant may exercise its option by giving the Exercise Notice within thirty (30) days from the date of its receipt of notice from Landlord of the non-exercise of such Prior Right, with TIME OF ESSENCE. Provided Tenant has given its Exercise Notice to Landlord for the aforesaid Additional Space and the same has become part of the Demised Premises, then at any future time during the term of this Lease, excluding the last four (4) years of the term hereof, that Landlord becomes aware of the potential availability of all or any part of the remaining space on the 35th floor of the Building adjoining the Additional Space (the "Further Additional Space") which Landlord anticipates will become available for lease and future occupancy by Tenant at any time prior to the last four (4) years of the term hereof, Landlord shall give Tenant the Availability Notice which shall contain the same information for the Further Additional Space as required for the Additional Space. Tenant shall have the one time right to exercise its option to lease any Further Additional Space set forth in the Availability Notice by delivering its Exercise Notice in the same manner and Sublessor subject to the same conditions set forth above with respect to the Additional Space. If Landlord does not receive the Exercise Notice with respect to the Additional Space or any Further Additional Space, as the case may be, within the applicable thirty (30) day period, then Tenant shall thereafter be free of have no further rights with respect to the Additional Space or any obligation Further Additional Space, as the case may be, set forth in the Availability Notice under this Article 2.04 38, and Landlord may lease such Additional Space 62 or any Further Additional Space, as the case may be, set forth in the Availability Notice to any other party upon such terms and conditions as Landlord may deem desirable. Section 38.02. Tenant shall take possession of the Additional Space and Landlord shall deliver possession thereof to Tenant on the later of the Occupancy Date and the actual date on which Landlord shall have delivered such Additional Space or any Further Additional Space, as the case may be, to Tenant vacant and free of the possessions of any prior tenant, but in no event later than thirty (30) days after the then tenant occupying such space has vacated (the "Effective Date"), and from and after the Effective Date such Additional Space or any Further Additional Space, as the case may be, shall automatically be deemed added to and made part of the Demised Premises upon all of the terms, covenants and conditions as are contained in this Lease (except those which by their terms are no longer applicable), except as follows: (a) Tenant agrees to accept possession of the Additional Space or any Further Additional Space, as the case may be, in its then "As Is" condition and Landlord shall not be required to do any work therein to prepare the same for Tenant's occupancy, except that (i) Landlord, at Landlord's expense, shall install a submeter in the Additional Space or Further Additional Space if the Additional Space or Further Additional Space is not equipped with a submeter measuring only electrical consumption in the Additional Space or Further Additional Space, and (ii) if there is any asbestos located in the Additional Space or Further Additional Space, except for any asbestos in the adhesive material securing any existing floor covering, Landlord, at its expense, shall remove same in accordance with all Governmental Requirements. (b) The amount of the minimum rent provided in Section 3.01 (a) shall be increased by the amount equal to the fair market annual rental value ("Rental Value") of the Additional Space or any Further Additional Space, as the case may be, as of the Effective Date, but not less than at the aggregate rate per square foot payable for minimum rent under Article 3 of this Lease and additional rent payable under Article 22 of this Lease immediately prior to the Effective Date. In the event the parties fail to agree on such Rental Value within ninety (90) days prior to the Effective Date, such Rental Value shall be determined by arbitration in the manner as hereinafter provided in Article 40; and the determination of such arbitration shall be conclusive and binding on the parties. If for any reason such Rental Value shall not be determined prior to the commencement of the Effective Date, Tenant, in the meantime shall pay the monthly installments of minimum rent at the rate per square foot payable for minimum rent and said additional rent pursuant to this Lease immediately prior to the Effective Date. If the Rental Value shall be greater than the amount paid by Tenant for the Additional Space or any Further Additional Space, as the case may be, following the Effective Date, Tenant forthwith after the arbitrators' decision, shall pay to Landlord the difference between the monthly installments actually paid and the monthly installments which should have been paid from the commencement of the Effective Date, and thereafter Tenant shall pay the monthly installments of the new minimum rent. In determining Rental Value, the arbitrators shall take into consideration all relevant factors, including, but not limited to a cash contribution, free rent, and any Landlord's work then being offered in the open market for a period similar lease, and the term of 12 months. Any exercise by Sublessee of this Right of First Refusal the lease for the Additional Space or Further Additional Space. (c) Notwithstanding subdivision (b) above, in Section 22.01(a), with respect to the Additional Space or Further Additional Space only, in subdivision (i) the "Tax Base Factor" shall mean the July 1 - June 30 fiscal year in which the Effective Date occurs; in subdivision (iii) the "comparative tax year" shall mean the July 1 - June 30 fiscal year immediately following the Tax Base Factor; and in subdivision (v) the "Percentage" shall be for a minimum the percentage that the rentable square feet of 5,000 rental the Additional Space or Further Additional Space bears to the rentable square feetfeet of the office space in the Building.

Additional Space. Commencing on May 1Provided that no Event of Default has occurred within the immediately preceding twelve (12) months, 2001that Tenant is not then in default of this Lease and that there then exists no event that with the giving of notice and/or the passage of time would constitute a default, Sublessor herein grants unto and that Tenant is the Sublessee sole occupant of the Premises, Tenant shall have the right of first offer to lease additional available space within the Building that is within Landlord's control and not subject to any other right of first offer or right of first refusal (the "Additional Space"), subject to the following: (a) If Tenant desires to lease Additional Space within the Building, Tenant shall notify Landlord of such desire in writing. Thereafter, for a Right period of First Refusal on any space that twelve (12) months after Landlord's receipt of such notice, Landlord shall be and/or notify Tenant if and when Additional Space becomes available for rental by any party other than the tenant then in occupancy of the building during the remaining Term of this SubleaseAdditional Space. Prior Landlord shall have no obligation to May 1, 2001 and thereafter prior to the first day of May of any calendar year during the remaining Term hereof, Sublessor shall notify Sublessee by written notice Tenant of the availability of any such space in Additional Space after the building. Should Sublessee desire to exercise its Right expiration of First Refusal and sublease such available space, Sublessee must notify Sublessor the aforementioned twelve (12) month period unless Tenant again notifies Landlord in writing of its desire to sublease lease Additional Space, in which case the available space within seven provision of the immediately preceding sentence shall begin again. Tenant shall have ten (710) calendar days of Sublessee's Business Days following receipt of Landlord's notice of availability. Within thirty (30) days within which to notify Landlord in writing that Tenant is interested in negotiating terms for leasing such Additional Space and to have its offer considered by Landlord prior to the leasing by Landlord of the Additional Space to a third party. If Tenant notifies Landlord within such time period that Tenant is so interested, then Landlord and Tenant shall have 30 days following Landlord’s receipt of Sublessee's such notice exercising from Tenant within which to negotiate in good faith mutually satisfactory terms for the leasing of the Additional Space by Tenant and to execute an amendment to this Lease incorporating such terms or a new lease for the Additional Space. (b) If Tenant does not notify Landlord within such ten (10) Business Days of its interest in leasing the Additional Space or if Tenant does not execute such amendment or lease within such 30 days, if applicable, then this right of first offer to lease the Additional Space in question will lapse and be of no further force or effect and Landlord shall have the right to sublease such available space, Sublessee and Sublessor shall enter into an amendment of this agreement setting forth the terms under which the additional space is subleased to Sublessee. The Base Rental shall be at a rental mutually agreed between Sublessee and Sublessor. Failure by Sublessee to exercise its Right of First Refusal within said seven (7) calendar day period, lease all or if exercised, failure to enter into an amendment of this agreement within thirty (30) days of Sublessor's receipt of Sublessee's notice, shall be deemed a waiver part of such Additional Space to any other party at any time on any terms and conditions acceptable to Landlord. (c) This right of first offer to lease the Additional Space is personal to the tenant named in the Preamble to this Lease and Sublessor shall thereafter be free is non-transferable to any assignee, sublessee or other party, other than an Affiliate of Tenant, regardless of whether any obligation under this Article 2.04 for a period of 12 months. Any exercise by Sublessee of this Right of First Refusal shall be for a minimum of 5,000 rental square feetsuch assignment or sublease was made with or without Landlord’s consent.

Additional Space. Commencing In the event the space presently occupied by Xxxxxxxxxx & Co., Inc. on May the first floor of the Building ("Additional Space") becomes vacant or there is an immediate prospect of it becoming vacant before July 1, 20011998, and Sublessor herein grants unto decides not to use any of the Sublessee a Right of First Refusal on any space that shall be and/or becomes available Additional Space for its own use, then in the building during the remaining Term of this Sublease. Prior to May 1, 2001 and thereafter prior to the first day of May of any calendar year during the remaining Term hereofsuch event, Sublessor shall notify Sublessee by written give notice thereof to Subtenant. Within fifteen (15) days after Sublessor gives such notice to Subtenant, Subtenant shall have the option to add all of the availability Additional Space to the Subleased Premises for a term expiring on the Expiration Date of any such space in the building. Should Sublessee desire to exercise its Right of First Refusal and sublease such available space, Sublessee must notify Original Term by notifying Sublessor in writing of its desire decision to sublease exercise its option within said fifteen (15) day period. Subtenant may only exercise its option to add the available space within seven Additional Space if: (7i) calendar days at the time of Sublessee's receipt the exercise of Landlordsuch option and the commencement of the term for the Additional Space, an uncured Event of Default shall not exist; and (ii) at the time of the exercise of such option and the commencement of the term for the Additional space, the Subtenant named herein shall be in actual occupancy of all of the Subleased Premises. Time shall be of the essence in connection with said option and Subtenant's notice of availabilityits election to exercise said option, and in the event Subtenant fails to so do as provided herein, Subtenant's option shall conclusively be deemed abandoned. Within thirty If, pursuant to the provisions of this Section 46, the Additional Space shall be added to the Subleased Premises, the following shall apply: (30a) days All of the receipt of Sublessee's notice exercising the right to sublease such available spaceterms, Sublessee provisions, covenants and Sublessor shall enter into an amendment conditions of this agreement setting forth Sublease shall apply to the terms under which Additional Space, except (1) the additional space is subleased Fixed Rent payable by Subtenant to Sublessee. The Base Rental Sublessor for the Additional Space shall be at a the then current, market rental mutually agreed between Sublessee and Sublessor. Failure by Sublessee to exercise its Right of First Refusal within said seven (7) calendar day period, or if exercised, failure to enter into an amendment of this agreement within thirty (30) days of Sublessor's receipt of Sublessee's notice, value as shall be deemed a waiver reasonably determined by Sublessor but in no event less than the then current rate of such right Fixed Rent for the Subleased Premises; and Sublessor shall thereafter be free of any obligation under this Article 2.04 for a period of 12 months. Any exercise (2) the sums payable by Sublessee of this Right of First Refusal Subtenant pursuant to Section 5 other than Fixed Rent and Section 44 shall be computed as if the Additional Space were a part of the Subleased Premises at the Commencent Date of the Original Term; and (3) such other appropriate adjustments for Additional Rent as may be required as a minimum result of 5,000 rental square feetadding the Additional Space to the Subleased Premises.

Additional Space. Commencing Section 40.01. So long as this Lease is then in full force and effect and Tenant is not then in default in performing any of the conditions of this Lease on May 1its part to be performed, 2001both at the time of Landlord's Availability Notice (as hereinafter defined) and on the Effective Date (as hereinafter defined) for the Additional Space (as hereinafter defined), Sublessor herein grants unto at the Sublessee a Right time during the term of First Refusal on any space this Lease that shall be Landlord becomes aware of the potential availability, after the first leasing thereof, of the entire 7/th/ and/or becomes available the entire 9/th/ floor in the building Building (each such floor hereunder called the "Additional Space"), which Landlord anticipates will become available for lease and future occupancy by Tenant during the remaining Term term of this SubleaseLease, Landlord shall then give Tenant notice thereof (the "Availability Notice"). Prior Such notice shall also state the rentable square feet of the Additional Space (which for the purpose of this Article is agreed to May 1, 2001 be 30,000) and thereafter prior Landlord's reasonable estimation of the date when such Additional Space will be available for Tenant"s occupancy (the "Occupancy Date"). If the same is subject to the first day of May of any calendar year during the remaining Term hereof, Sublessor shall notify Sublessee by written notice prior right of the availability then tenant thereof to renew the term thereof or of any another existing tenant to lease the same (collectively, the "Prior Right"), Landlord shall include in its Availability Notice the existence of such space in Prior Right and the buildingdate by which the same must be exercised by the existing tenant having such Prior Right. Should Sublessee desire Concurrently with giving the Availability Notice to Tenant, Landlord shall give to the existing tenant notice to exercise its Right of First Refusal and sublease such available space, Sublessee must Prior Right. Landlord thereafter shall notify Sublessor in writing of its desire to sublease the available space within seven (7) calendar days of Sublessee's receipt of Landlord's notice of availability. Within thirty (30) days Tenant of the receipt exercise or non-exercise of Sublessee's notice exercising such Prior Right. Tenant shall have the one time right to sublease such available space, Sublessee and Sublessor shall enter into an amendment of this agreement setting forth the terms under which the additional space is subleased to Sublessee. The Base Rental shall be at a rental mutually agreed between Sublessee and Sublessor. Failure by Sublessee to exercise its Right option to lease such Additional Space by giving Landlord notice of First Refusal within said seven its election to do so (7) calendar day periodthe "Exercise Notice"), or if exercised, failure to enter into an amendment of this agreement within thirty (30) days from the date of Sublessor's its receipt of Sublessee's noticethe Availability Notice, shall be deemed with TIME OF THE ESSENCE. However, if such Additional Space is subject to a waiver Prior Right, Tenant may exercise its option by giving the Exercise Notice within thirty (30) days from the date of its receipt of notice from Landlord of the non-exercise of such right and Sublessor Prior Right, with TIME OF ESSENCE. If Landlord does not receive the Exercise Notice within the applicable thirty (30) day period, then Tenant shall thereafter be free of any obligation have no further rights under this Article 2.04 40 with respect to the Additional Space set forth in the Availability Notice, and Landlord may lease such Additional Space to any other party upon such terms and conditions as Landlord may deem desirable. Section 40.02. Tenant shall take possession of the Additional Space and Landlord shall deliver possession thereof to Tenant on the later of the Occupancy Date and the actual date on which Landlord shall have delivered such Additional Space to Tenant vacant (the "Effective Date"), and from and after the Effective Date such Additional Space shall automatically be deemed added to and made part of the Demised Premises upon all of the terms, covenants and conditions as are contained in this Lease (except those which by their terms are no longer applicable), except as follows: (a) Tenant agrees to accept possession of the Additional Space in its then "As Is" condition and Landlord shall not be required to do any work therein to prepare the same for a period Tenant"s occupancy. (b) The amounts of 12 months. Any exercise the minimum rent provided in Section 3.01 (a) shall be increased by Sublessee the amount equal to the fair market annual rental value ("Rental Value") of the Additional Space as of the Effective Date, but not less than at the aggregate rate per square foot payable for minimum rent and additional rent payable under Article 22 of this Right of First Refusal Lease immediately prior to the Effective Date. In the event the parties fail to agree on such Rental Value within ninety (90) days prior to the Effective Date, such Rental Value shall be determined by arbitration in the manner as hereinafter provided in Article 42; and the determination of such arbitration shall be conclusive and binding on the parties. If for a any reason such Rental Value shall not be determined prior to the commencement of the Effective Date, Tenant, in the meantime shall pay the monthly installments of minimum rent at the rate per square foot payable for minimum rent and said additional rent immediately prior to the Effective Date. If the Rental Value shall be greater than the amount paid by Tenant for the Additional Space following the Effective Date, Tenant forthwith after the arbitrators' decision, shall pay to Landlord the difference between the monthly installments actually paid and the monthly installments which should have been paid from the commencement of 5,000 rental square feetthe Effective Date, and thereafter Tenant shall pay the monthly installments of the new minimum rent. (c) In Section 22.01(a), with respect to the Additional Space only, in subdivision (i) the "Tax Base Factor" shall mean the July 1 - June 30 fiscal year in which the Effective Date occurs; in subdivision (iii) the "Comparative Tax Year" shall mean the July 1 - June 30 fiscal year immediately following the Tax Base Factor; and in subdivision (v) the "Percentage" shall mean 3.429%.

Additional Space. Commencing on May 1, 2001, Sublessor herein grants unto If and when any of the Sublessee a Right spaces located in the Building which are not part of First Refusal on any space that the Premises (each of which shall be and/or an "Additional Space") first becomes available in the building for rental during the remaining Term term of this Sublease. Prior lease and provided that Landlord has not given Tenant notice of default more than two (2) times during the immediately preceding twelve (12) months, that there then exists no event of default by Tenant under this lease nor any event that with the giving of notice and/or the passage of time would constitute a default, and that Tenant is the sole occupant of the Premises, Tenant shall have the right of first offer to May 1lease all of the Additional Space, 2001 and thereafter prior subject to the first day of May of any calendar year during the remaining Term hereof, Sublessor following: a. Landlord shall notify Sublessee Tenant when the Additional Space first becomes available for rental by written notice any party other than the tenant then in occupancy of the availability of any such space in the building. Should Sublessee desire to exercise its Right of First Refusal Additional Space and sublease such available space, Sublessee must notify Sublessor in writing of its desire to sublease the available space within Tenant shall have seven (7) calendar days following receipt of Sublesseesuch notice within which to notify Landlord in writing that Tenant is interested in negotiating terms for leasing such Additional Space and to have its offer considered by Landlord prior to the leasing by Landlord of the Additional Space to a third party. If Tenant notifies Landlord within such time period that Tenant is so interested, then Landlord and Tenant shall have 30 days following Landlord's receipt of Landlord's such notice of availability. Within thirty (30) days from Tenant within which to negotiate mutually satisfactory terms for the leasing of the receipt of Sublessee's notice exercising the right Additional Space by Tenant and to sublease such available space, Sublessee and Sublessor shall enter into execute an amendment of to this agreement setting forth the terms under which the additional space is subleased to Sublessee. The Base Rental shall be at a rental mutually agreed between Sublessee and Sublessor. Failure by Sublessee to exercise its Right of First Refusal lease incorporating such terms. b. If Tenant does not notify Landlord within said such seven (7) calendar day period, days of its interest in leasing the Additional Space or if exercisedTenant does not execute such amendment or lease within such 30 days, failure if applicable, then this right of first offer to lease the Additional Space will lapse and be of no further force or effect, and Landlord shall have the right to lease all or part of the Additional Space to any other party at any time on any terms and conditions acceptable to Landlord. c. This right of first offer to lease the Additional Space is a one-time right if and when each Additional Space first becomes available, is personal to Tenant and is non-transferable to any assignee or sublessee (regardless of whether any such assignment or sublease was made with or without Landlord's consent) or other party. d. This right of first offer on behalf of Tenant shall be not be exercisable by Tenant if Tenant has exercised its special right of early termination pursuant to Section 43 above. Furthermore, unless Tenant has first waived its right of early termination pursuant to Section 43 above, in a written notice to Landlord, Tenant shall have no right to receive notice that an Additional Space will be coming available or to lease such Additional Space after August 31, 2004. e. Tenant's rights under this Section shall be subject subordinate to any rights previously given to another tenant of the Building with regard to the leasing of additional areas of the Building. Furthermore, Landlord shall have the right to enter into an amendment agreement with any tenant of this agreement within thirty (30) days space in the Building to extend such tenant's term of Sublessor's receipt of Sublessee's noticeoccupancy, shall be deemed a waiver of whether or not such tenant has the right and Sublessor option to extend the term of its lease, and, any such agreement between Landlord and a tenant of the Building shall thereafter not be free considered a violation of any obligation Tenant's rights under this Article 2.04 for a period of 12 months. Any exercise by Sublessee of this Right of First Refusal shall be for a minimum of 5,000 rental square feetSection.

Additional Space. Commencing There is hereby added to the Existing Demised Premises, and Lessor does hereby lease to Lessee, and Lessee does hereby lease from Lessor, the Additional Space, on May 1a month-to-month basis and otherwise subject to and upon all of the terms and conditions of the Lease, 2001as amended hereby, Sublessor herein grants unto to the Sublessee a Right of First Refusal on any space end that the Demised Premises under the Lease shall be and/or becomes available in the building during said approximately 21,820 square feet of rentable area on the remaining Term fourth (4th) floor of this Sublease. Prior to May 1the Building, 2001 as well as 2,201 square feet of rentable area on the eighth (8th) floor of the Building, as such eighth (8th) floor space is outlined on the floor plan attached hereto and thereafter prior made a part hereof as Exhibit A. (A) The Additional Space shall be added to the first Existing Demised Premises on the Addition Date, which shall be the 24th day of May of any calendar year during July, 1998 (the remaining Term hereof"Anticipated Addition Date"), Sublessor shall notify Sublessee by written notice or such later date as may be established pursuant to the provisions below in this Section 2, and the term of the availability Lease as to the Additional Space only shall thereafter continue on a month-to-month basis. It is expressly understood and agreed that the term of any such space in the buildingLease as to the Existing Demised Premises shall remain unaffected. Should Sublessee desire Lessee shall give to exercise its Right of First Refusal and sublease such available space, Sublessee must notify Sublessor in writing of its desire to sublease the available space within seven (7) calendar days of Sublessee's receipt of Landlord's notice of availability. Within Lessor at least thirty (30) days days' written notice of its intention to quit the receipt of Sublessee's notice exercising the right to sublease such available spaceAdditional Space, Sublessee and Sublessor shall enter into an amendment of this agreement setting forth the terms under which the additional space is subleased to Sublessee. The Base Rental Lessee shall be entitled to at a rental mutually agreed between Sublessee and Sublessor. Failure by Sublessee to exercise its Right of First Refusal within said seven (7) calendar day period, or if exercised, failure to enter into an amendment of this agreement within least thirty (30) days days' written notice from Lessor to quit the Additional Space, unless Lessee is in default under the Lease, as hereby amended, in which event Lessee shall not be entitled to any notice to quit, the usual thirty (30) days' notice to quit being hereby expressly waived, From and after the Addition Date and continuing for so long as the month-to-month tenancy on the Additional Space shall continue, the Additional Space shall be deemed to be part of Sublessorthe premises demised under the Lease for all purposes, and the term "Demised Premises" as used throughout the Lease shall be construed to include both the Existing Premises and the Additional Space. (B) It is understood and agreed that the obligations of Lessor and Lessee under this Addendum are contingent upon the existing tenant of the Additional Space vacating and surrendering full possession of the same on or about July 15, 1998. In the event Lessor is unable to deliver possession of the Additional Space on the Anticipated Addition Date, because the existing tenant has failed to so vacate, Lessor shall not be liable or responsible for any claims, damages or liability arising in connection therewith or by reason thereof, nor shall Lessee be excused or released from the Lease, as amended hereby, because of Lessor's receipt inability to deliver possession of Sublessee's noticethe Additional Space on that date. The Addition Date, however, shall be deemed a waiver extended to the earlier of (i) the date the Additional Space is occupied by Lessee or (ii) the date which is ten (10) days after the date Lessor has notified Lessee in writing that the existing tenant has vacated the Additional Space and possession thereof is available to Lessee; provided. however, that if the existing tenant fails to vacate and surrender full possession of the Additional Space on or before August 31, 1998, then either Lessor or Lessee shall have the right to cancel and terminate this Addendum without further liability by giving written notice of such right cancellation and Sublessor shall thereafter be free of any obligation under termination to the other on or before September 15, 1998, and this Article 2.04 for a period of 12 months. Any exercise by Sublessee of this Right of First Refusal Addendum shall be for a minimum null and void and of 5,000 rental square feetno further force or effect upon the delivery of such notice. Lessor shall endeavor to keep Lessee informed as to the status of its efforts to recapture possession of the Additional Space from the existing tenant. When Lessee accepts possession of the Additional Space, Lessor and Lessee shall execute the "Declaration as to Date of Delivery and Acceptance of Possession of Premises," attached hereto as Exhibit B, which shall specify the Addition Date.

Additional Space. Commencing on May 1, 2001, Sublessor herein grants unto A. At all times prior to the Sublessee a Right of First Refusal on any Commencement Date (i) Landlord shall keep Tenant informed as to all space that is available for lease and (ii) Tenant may elect to amend this Lease so as to expand the Premises to include any or all of the available space in the Building upon the same terms and conditions as this Lease (the available space that Tenant so elects to include in the Premises being hereinafter referred to as the “Pre-Commencement Expansion Space”), except that the Allowance for any Pre-Commencement Expansion Space shall be and/or becomes available reduced on a pro rata basis if the term for such space is less than ten (10) years and the rental rate for any Lower Level space shall be $20.00 per rentable square foot, full service. Landlord will use commercially reasonable efforts to notify Tenant in the building event that it receives any active interest in the remaining wing on the second (2nd) floor; provided, however, that failure to provide such notice shall not constitute a default by Landlord under this Lease. B. Subject to any renewal rights and expansion rights granted to Xxxxx Xxxx as of the date of execution of this Lease, and provided (i) Tenant is in possession of the Premises and is conducting its business therefrom, and (ii) the Lease is in full force and effect without Default by Tenant, Landlord agrees that at all times after the Commencement Date and during the remaining Term of this Sublease. Prior to May 1, 2001 Lease (and thereafter prior to seeking a third party tenant for any other space of the first day Building (the “Additional Space”)), except with regard to space that is unoccupied as of May the date of any calendar year during the remaining Term hereofthis Lease, Sublessor shall notify Sublessee by Landlord will provide written notice of the availability of any such space in the building. Should Sublessee desire to exercise its Right of First Refusal and sublease such available space, Sublessee must notify Sublessor in writing Tenant of its desire intent to sublease offer the available space within seven (7) calendar days of Sublessee's receipt of Landlord's notice of availability. Within thirty (30) days of the receipt of Sublessee's notice exercising the right Additional Space for lease to sublease such available space, Sublessee third parties and Sublessor shall enter into an amendment of this agreement setting forth the terms under and conditions on which Landlord would agree to lease the additional space is subleased to Sublesseethird parties (“Landlord’s Offer”). The Base Rental If Tenant desires to lease the Additional space from Landlord, Tenant shall be at a rental mutually agreed between Sublessee and Sublessor. Failure by Sublessee provide written notice to exercise Landlord of its Right of First Refusal within said seven (7) calendar day period, or if exercised, failure election to enter into an amendment of this agreement lease the Additional Space within thirty (30) days of Sublessor's receipt Landlord’s Offer (each a “Tenant Expansion Notice”). Any Additional Space that Tenant elects to lease is hereinafter referred to as “Post-Commencement Expansion Space”). (i) Landlord’s Offer shall include the business terms for the proposed expansion of Sublessee's noticethe Premises, which will provide (a) that the Term for the Post-Commencement Expansion Space shall be deemed coterminous with the Term of the Lease (provided, however, that if less than two (2) years remain on the original lease, the term for the Post-Commencement Expansion Space shall be two (2) years and Tenant, at Tenant’s option, may extend the term of the Lease to be coterminous with the Post-Commencement Expansion Space term); (b) a waiver commercially reasonable period of time to plan, permit and construct improvements to the Expansion Space prior to rent commencement for such right space; and Sublessor shall thereafter (iii) rental rate, escalation, base year, allowance, concessions and other terms commensurate with the then-current market terms for new leases for similar buildings and similar leases in the Tyson’s Corner market (“Market Terms”). (ii) Following the due and timely delivery by Tenant to Landlord of a Tenant Expansion Notice, Landlord and Tenant will enter into an amendment to the Lease to include the Post-Commencement Expansion Space identified therein. If for any reason Tenant fails to duly and timely notify Landlord of its intent to lease the Additional Space, or if Tenant properly notifies Landlord of its intent to lease the Additional Space, but thereafter, for any reason (except Landlord’s willful misconduct) does not timely enter into a lease for the Additional Space, Landlord will be free of to lease the Additional Space to another tenant on any obligation under this Article 2.04 for a period of 12 months. Any exercise by Sublessee of this Right of First Refusal shall be for a minimum of 5,000 rental square feetterms and conditions acceptable to Landlord (without regard to the terms and conditions contained in Landlord’s Offer).

Additional Space. Commencing on May 1, 2001, Sublessor herein grants unto 11.1 If the Sublessee Landlord wishes to grant a Right lease of First Refusal on any space that shall be and/or becomes available in surplus accommodation within the building Building (the “Surplus Accommodation") during the remaining Term to a third party (the “Interested Party") the Landlord covenants that it shall once heads of this Sublease. Prior terms have been signed by or on behalf of the Landlord and by or on behalf of the Interested Party offer to May 1, 2001 and thereafter prior enter into a lease with the Tenant on terms no less advantageous to the first day of May of any calendar year during Landlord than those agreed with the remaining Term hereof, Sublessor Interested Party. The Landlord shall notify Sublessee by serve on the Tenant (in duplicate) a written notice of the availability offer (the “Offer Notice") which will contain details of any such space in the building. Should Sublessee desire terms being offered to exercise the Tenant and the Tenant shall use its Right reasonable endeavours to keep the details of First Refusal the Offer Notice confidential. 11.2 The Tenant may accept the Landlord’s offer by signing dating and sublease such available space, Sublessee must notify Sublessor in writing serving the duplicate or another copy of its desire to sublease the available space Offer Notice on the Landlord within seven (7) calendar days 10 Business Days of Sublessee's receipt of Landlord's notice of availability. Within thirty (30) days of the receipt of Sublessee's notice exercising Offer Notice following which the right to sublease such available space, Sublessee and Sublessor Landlord shall enter into a lease of the Surplus Accommodation with the Tenant provided that the Tenant completes the lease within 25 Business Days of service of the signed and dated duplicate or copy Offer Notice on the Landlord. 11.3 In the event that the Landlord accepts the Tenant’s offer to take a Lease of the Surplus Accommodation such lease shall be in a form by reference to this Lease with the necessary changes to reflect the terms agreed between the Landlord and the Tenant. 11.4 If the Tenant does not accept the Offer Notice as stated in clause 11.2 the Landlord shall be permitted to let the accommodation which is the subject to the relevant Offer Notice to the Interested Party within three (3) months after the expiry of the 10 Business Day notice period of the Offer Notice referred to in clause 11.2 without serving an amendment additional Offer Notice on the Tenant provided that the terms of the proposed letting are the same as the terms which were offered to the Tenant pursuant to the relevant Offer Notice and provided further that if the terms of the proposed letting to the Interested Party referred to in clause 10.1 are more advantageous than those which were offered to the Tenant the Landlord shall be obliged to re-serve an Offer Notice on the Tenant in accordance with clause 11.2. 11.5 The Landlord further covenants with the Tenant that it will not at any time accept any offer for the lease of the Surplus Accommodation made by someone other than the Tenant without first offering to let the same to the Tenant in accordance with the provisions of this agreement setting forth the terms under which the additional space is subleased to Sublessee. clause 11.6 The Base Rental shall be at a rental mutually agreed between Sublessee and Sublessor. Failure by Sublessee to exercise its Right of First Refusal within said seven (7) calendar day period, or if exercised, failure to enter into an amendment provisions of this agreement within thirty (30) days of Sublessor's receipt of Sublessee's notice, shall be deemed a waiver of such right clause are personal to Tollgrade UK Limited and Sublessor shall thereafter be free of any obligation under reference in this Article 2.04 for a period of 12 months. Any exercise by Sublessee of this Right of First Refusal shall be for a minimum of 5,000 rental square feet.clause to the Tenant does not include successors and assigns

Additional Space. Commencing During the original Term of this Lease, and provided that (i) Tenant is not in default beyond applicable notice and grace provisions provided herein, and (ii) the Term of this Lease shall have thirty-six (36) or more months remaining (if this Lease shall have a shorter period of time to run on May 1the Term (but Tenant has unexecuted extension options pursuant to Section 2.B), 2001Landlord shall give to Tenant not less than fifteen (15) days prior written notice of Landlord's intention to offer additional space and shall provide to Tenant the right to execute Tenant's option to extend in order to benefit from this Section 32), Sublessor herein grants unto Landlord agrees to give Tenant the Sublessee a Right of First Refusal on any Option for additional space that in the Building as it becomes available. The Tenant shall be and/or becomes available in the building during the remaining Term of this Sublease. Prior to May 1, 2001 and thereafter given prior to the first day of May of any calendar year during the remaining Term hereof, Sublessor shall notify Sublessee by written notice of the availability of any such the additional space which shall be upon the same terms, conditions, covenants and provisions as are contained in this Lease, except for Rent which shall be at the then fair market lease value for additional space in the building"market" as defined herein. Should Sublessee desire to exercise its Right of First Refusal and sublease such available space, Sublessee must notify Sublessor in writing of its desire to sublease the available space within seven (7) calendar days of Sublessee's receipt of Landlord's notice of availability. Within The Tenant shall have an exclusive thirty (30) days of the day period after receipt of Sublessee's said notice exercising (said thirty (30) day period shall include the aforesaid fifteen (15) days if Landlord has notified Tenant that Tenant must exercise its extension right in order to sublease such available benefit from this Section 32) to notify Landlord, in writing, of its intention to lease said space. If Tenant accepts said space, Sublessee and Sublessor shall enter into an amendment of this agreement setting forth but the terms under which parties are unable to agree on the fair market Rent for the additional space is subleased to Sublessee. The Base Rental shall be at a rental mutually agreed between Sublessee and Sublessor. Failure by Sublessee to exercise its Right of First Refusal within said seven (7) calendar day period, or if exercised, failure to enter into an amendment of this agreement within thirty (30) days after Tenant's notice to Landlord of Sublessorits intent to lease said space, then the issue shall be submitted for determination in accordance with the procedure and provisions set forth in Section 2.B and Section 36 hereof. The decision made in accordance with Section 36 shall be final and binding on Landlord and Tenant. The proposed term for the lease of such additional space shall be co-terminous with the balance of the term remaining under this Lease. In the event Tenant leases such additional space as provided in this Section, all other terms of this Lease shall remain in effect, including Tenant's options to extend the term and obligation to pay Additional Rent based on the additional space leased. If Tenant declines said space or fails to notify Landlord of its intention to lease said additional space within the aforementioned thirty (30) day period, then subject to Tenant's "Second Bite" option as herein provided, Landlord may lease said additional space to a third party, but on terms no more favorable (considering all rental payments) than those offered to Tenant. If Landlord desires to lease the additional space to a third party on terms more favorable than those offered to Tenant, then Tenant shall have the right (Tenant shall not have this right if Tenant shall not either (i) have at least thirty-six (36) months remaining on the Term, or (ii) have exercised a renewal option in order to achieve said thirty-six (36) month condition, as provided hereinabove) to accept the terms being offered to such third party and otherwise acceptable to such third party (except, that the term shall be co-terminous with this Lease); and Tenant may exercise such right by providing notice of such exercise to Landlord within fifteen (15) days after Tenant's receipt of Sublesseewritten notice of (i) such third party offer, and (ii) documentation of the third party's notice, willingness to accept such terms. The rights provided in this Section 33 shall be deemed a waiver of such right and Sublessor shall thereafter be free of applicable to any obligation under this Article 2.04 for a period of 12 months. Any exercise by Sublessee of this Right of First Refusal shall be for a minimum of 5,000 rental square feetspace in the Building at any time same becomes vacant.

Additional Space. Commencing (a) It is understood that there are presently 1,334 square feet of unleased space on May 1the sixth (6th) floor of Four Westxxxxx Xxxporate Center, 2001shown as "Additional Space" on Exhibit A. Landlord agrees that Landlord will keep Tenant apprised of Landlord's leasing activity with respect thereto and will, Sublessor herein grants unto at Tenant's request, advise Tenant in writing of the Sublessee terms and conditions upon which Landlord is willing to lease said space. Landlord agrees that if Landlord has been requested to provide a Right revised proposal or space plan to a prospective third-party tenant, Landlord shall give written notice thereof to Tenant. Unless Tenant requests that Landlord advise Tenant of First Refusal the terms and conditions upon which Landlord is willing to lease said space and reaches agreement with Landlord as to terms and conditions for a lease for said space on any or before seven (7) business days after receipt of such notice from Landlord, Landlord shall have the right to conclude its negotiations with and lease said space that shall be and/or becomes available in the building during the remaining Term to such third-party. Tenant's rights under this subsection are subject to prior rights of this Sublease. Prior to May 1Lawsxx Xxxociates, 2001 and thereafter prior Inc. (b) In addition to the first day rights of May of any calendar year during Tenant under Section R-16(a), Tenant shall have the remaining Term hereoffollowing rights regarding further Additional Space: Tenant may, Sublessor shall notify Sublessee by from time to time, give Landlord written notice of the availability of any such space in the building. Should Sublessee desire to exercise its Right of First Refusal and sublease such available need for additional space, Sublessee must notify Sublessor in writing which notice shall specify the amount of its desire to sublease space then needed and when the available space is required. Landlord shall, within seven (7) calendar business days of Sublessee's after receipt of LandlordTenant's notice of availability. Within thirty (30) days said notice, advise Tenant in writing of the receipt of Sublessee's notice exercising spaces which are available in the Building. Tenant shall have the right to sublease such available space, Sublessee and Sublessor shall enter into an amendment request that Landlord advise Tenant in writing of this agreement setting forth the terms under and conditions upon which the additional Landlord is willing to lease any of said designated space is subleased as selected by Tenant. Landlord agrees that if Landlord has been requested to Sublessee. The Base Rental shall be at a rental mutually agreed between Sublessee and Sublessor. Failure by Sublessee to exercise its Right of First Refusal within said seven (7) calendar day period, or if exercised, failure to enter into an amendment of this agreement within thirty (30) days of Sublessor's receipt of Sublessee's notice, shall be deemed a waiver of such right and Sublessor shall thereafter be free of any obligation under this Article 2.04 for a period of 12 months. Any exercise by Sublessee of this Right of First Refusal shall be for a minimum of 5,000 rental square feet.provide a

Additional Space. Commencing on May 1, 2001, Sublessor herein grants unto the agrees that Sublessee a Right of First Refusal on any space that shall be and/or becomes available have an option to lease up to an additional Thirty Thousand (30,000) square feet in the building during Building (“Sublessee’s Option”). If Sublessor has a potential tenant for the Building who will sublease the remaining Term of this Sublease. Prior to May 1, 2001 and thereafter prior to space in the first day of May of any calendar year during the remaining Term hereofBuilding, Sublessor shall notify Sublessee by provide written notice of the availability of any such space in the building. Should to Sublessee desire to exercise its Right of First Refusal and sublease such available spaceat 000 Xxxxxx Xxx, Sublessee must notify Xxxxxx, Xxxxxxxxxx that Sublessor in writing of its desire is negotiating to sublease the available space within remainder of the Building (“Notice of Sublease”). Sublessee shall have seven (7) calendar business days of Sublessee's receipt of Landlord's notice of availability. Within thirty (30) days of from the receipt of the Notice of Sublease from Sublessor or its agent to exercise Sublessee's notice exercising ’s Option and to notify the right Sublessor in writing that Sublessee is going to sublease such available spaceexercise Sublessee’s Option, including stating the number of square feet, up to Thirty Thousand (30,000) that Sublessee will be subleasing under Sublessee’s Option. Sublessee shall fully execute a SECOND ADDENDUM TO SUBLEASE DATED , 200 BETWEEN SB PRODUCTS, INC., AS SUBLESSOR, AND KEYSTONE AUTOMOTIVE OPERATIONS, INC., AS SUBLESSEE, FOR THE PREMISES AT 000 XXXXXX XXX, XXXXXX, XXXXXXXXXX (“Second Addendum”) before the close of business at 5:00 p.m. Pacific time on the Seventh (7th) business day after Sublessee receives the Notice of Sublease from Sublessor or its agent. Further, Sublessee’s Option shall be conditioned upon the terms and Sublessor shall enter into an amendment conditions of this agreement setting forth Sublease and this FIRST ADDENDUM specifically applying to the Sublessee’s Option with no further negotiations as to this Sublease, the First Addendum or Second Addendum’s terms under which and conditions, except as to the additional space is subleased to Sublessee. The Base Rental number of square feet Sublessee shall be at a rental mutually agreed between subleasing. However, in no way shall Sublessee’s Option prevent Sublessor from subleasing the remaining space in the Building, which is approximately One Hundred and Eight Thousand and Eighty Square Feet (108,080 Sq.’) if and when such tenant is negotiating with Sublessor for said One Hundred and Eight Thousand and Eighty Square Feet and Sublessee and Sublessor. Failure by Sublessee to does not timely exercise its Right of First Refusal within said seven (7) calendar day period, or if exercised, failure to enter into an amendment of this agreement within thirty (30) days of Sublessor's receipt of Sublessee's notice, shall be deemed a waiver of such right and Sublessor shall thereafter be free of any obligation under this Article 2.04 for a period of 12 months. Any exercise by Sublessee of this Right of First Refusal shall be for a minimum of 5,000 rental square feet.’s

Additional Space. Commencing on May During the period commencing January 1, 20011996 and terminating December 31, Sublessor 1996, Tenant shall have the right, but not the obligation, to lease the entirety of either or both of Sections 2.1 and 2.8 of the Building (such sections are herein grants unto together referred to as the Sublessee "Sections" or separately referred to as a Right of First Refusal "Section" and the space within the Sections is herein referred to as the "Additional Space") as depicted on any space Exhibit A attached hereto and made a part hereof, on an "as needed" basis on the same terms and conditions as provided in the Lease, as herein modified, except that the monthly Base Rent for each Section leased by Tenant shall be and/or becomes available in $2,071.80 and that Tenant's Share of Operating Expenses shall be 5.80% for each Section. Notwith-standing the building fact that Tenant shall be required to pay monthly Base Rent and Additional Rent on the Additional Space only during the remaining Term such periods of this Sublease. Prior to May Tenant's use thereof (with monthly Base Rent and Additional Rent being prorated on a per diem basis for any partial month's use by Tenant), Tenant shall pay Landlord (i) commencing March 1, 2001 1996 and thereafter prior to on the first day of May each and every month thereafter through and including December, 1996, Tenant's Share of any calendar year Operating Expenses on both Sections, and (ii) no less than six (6) full months of Base Rent on both Sections during the remaining Term hereofperiod commencing January 1, Sublessor shall notify Sublessee by written notice 1996 and terminating December 31, 1996, with a reconciliation and payment of such minimum Base Rent obligation occurring no later than December 1, 1996. In addition, if at any time during the availability period of any such Tenant's use or proposed use of Section 2.8, the mezzanine office space in the building. Should Sublessee desire Building or any portion thereof has been leased to exercise its Right or is occupied by a third party tenant, Landlord and Tenant shall confer with each other to attempt to agree upon the measures to be taken by Tenant to mitigate the noise and vibration of First Refusal and sublease such available space, Sublessee must notify Sublessor use so as to minimize any interference with or disruption or annoyance to the office uses in writing of its desire to sublease the available space within seven (7) calendar days of Sublessee's receipt of Landlord's notice of availability. Within thirty (30) days mezzanine of the receipt Building. Such mitigating measures shall be mutually acceptable to Landlord and Tenant in terms of Sublessee's notice exercising the both cost and effectiveness. If Landlord and Tenant are unable to agree upon such mitigating measures, (i) Tenant shall have no right to sublease use or lease Section 2.8, (ii) Tenant shall have no further obligation to pay any Operating Expenses or Base Rent for Section 2.8, and (iii) Landlord shall promptly refund to Tenant any amounts theretofore paid by Tenant on account of Operating Expenses or Base Rent for Section 2.8 except to the extent that such available spaceamounts have been earned by virtue of Tenant's use or occupancy of Section 2.8 or any portion thereof. After December 31, Sublessee 1996, Tenant shall allow access through the Leased Premises to the Additional Space by Landlord and Sublessor any third party tenant of the Additional Space if Tenant shall enter into an amendment not lease or continue to lease all of this agreement setting forth the Additional Space pursuant to such terms under which the additional space is subleased to Sublessee. The Base Rental as shall be at a rental mutually agreed between Sublessee upon by Landlord and Sublessor. Failure by Sublessee to exercise its Right of First Refusal within said seven (7) calendar day period, or if exercised, failure to enter into an amendment of this agreement within thirty (30) days of Sublessor's receipt of Sublessee's notice, shall be deemed a waiver of such right and Sublessor shall thereafter be free of any obligation under this Article 2.04 for a period of 12 months. Any exercise by Sublessee of this Right of First Refusal shall be for a minimum of 5,000 rental square feetTenant.

Additional Space. Commencing Section 38.01. So long as this Lease is then in full force and effect and Tenant is not then in default in performing any of the conditions of this Lease on May 1its part to be performed, 2001both at the time of Landlord's Availability Notice (as hereinafter defined) and on the Effective Date (as hereinafter defined) for the Additional Space (as hereinafter defined), Sublessor herein grants unto after the Sublessee a Right initial leasing of First Refusal such Additional Space, Landlord shall thereafter give Tenant notice (the "Availability Notice") of the potential availability of additional space on any space that the 17th floor contiguous with the Demised Premises (the "Additional Space"), which Landlord anticipates will become available for lease and future occupancy by Tenant during the term of this Lease. Such notice shall be and/or becomes given at least three (3) months, but not more than nine (9) months, before the time when such Additional Space will become so available (except that in the building during the remaining Term event of this Sublease. Prior to May 1, 2001 and thereafter a termination of a lease prior to the first day of May of any calendar year during the remaining Term hereof, Sublessor shall notify Sublessee by written notice scheduled expiration of the availability of any such space in term thereof, the building. Should Sublessee desire to exercise its Right of First Refusal and sublease such available space, Sublessee must notify Sublessor in writing of its desire to sublease the available space within seven (7) calendar days of Sublessee's receipt of Landlord's notice of availability. Within Availability Notice shall be given at least thirty (30) days before the anticipated earlier termination date), and shall state Landlord's reasonable estimation of the date when such Additional Space will be available for Tenant's occupancy (the "Occupancy Date"). If such Additional Space is subject to the prior right of the existing tenant thereof to renew the term thereof or of another existing tenant to lease the same (collectively, the "Prior Right"), Landlord shall include in its Availability Notice the existence of such Prior Right and the date by which the same must be exercised by the existing tenant having such Prior Right. Landlord thereafter shall notify Tenant of the exercise or non-exercise of such Prior Right. Tenant may exercise its option to lease such Additional Space by giving Landlord notice of its election to do so (the "Exercise Notice"), within ten (10) days from the date of its receipt of Sublessee's notice exercising the right Availability Notice, with TIME OF THE ESSENCE. However, if such Additional Space is subject to sublease such available spacea Prior Right, Sublessee and Sublessor shall enter into an amendment of this agreement setting forth the terms under which the additional space is subleased to Sublessee. The Base Rental shall be at a rental mutually agreed between Sublessee and Sublessor. Failure by Sublessee to Tenant may exercise its Right option by giving the Exercise Notice within ten (10) days from the date of First Refusal its receipt of notice from Landlord of the non-exercise of such Prior Right, with TIME OF ESSENCE. If Landlord does not receive the Exercise Notice within said seven the applicable ten (710) calendar day period, or if exercised, failure to enter into an amendment of this agreement within thirty (30) days of Sublessor's receipt of Sublessee's notice, then Tenant shall be deemed a waiver of such right and Sublessor shall thereafter be free of any obligation have no further rights under this Article 2.04 38, and Landlord may lease such Available Space to any other party upon such terms and conditions as Landlord may deem desirable. Section 38.02. Tenant shall take possession of the Additional Space and Landlord shall deliver possession thereof to Tenant on the later of the Occupancy Date and the actual date on which Landlord shall have delivered such Additional Space to Tenant vacant (the "Effective Date"), and from and after the Effective Date such Additional Space shall automatically be deemed added to and made part of the Demised Premises upon all of the terms, covenants and conditions as are contained in this Lease (except those which by their terms are no longer applicable), except as follows: (a) Tenant agrees to accept possession of the Additional Space in its then "As Is" condition and Landlord shall not be required to do any work therein to prepare the same for a period Tenant's occupancy. (b) The amount of 12 monthsthe minimum rent provided in Section 3.01 (a) shall be increased by the amount of the fair market annual rental value ("Rental Value") of the Additional Space as of the Effective Date, but not less than at the aggregate rate per square foot payable for minimum rent and for additional rent payable under Articles 22 and 23 immediately prior to the Effective Date. Any exercise In the event the parties fail to agree on such Rental Value within ninety (90) days prior to the Effective Date, such Rental Value shall be determined by Sublessee arbitration in the manner as hereinafter provided in Article 39; and the determination of such arbitration shall be conclusive and building on the parties. If for any reason such Rental Value shall not be determined prior to the commencement of the Effective Date, Tenant, in the meantime shall pay the monthly installments of minimum rent and additional rent under Articles 22 and 23 at the aggregate rate per square foot payable immediately prior to the Effective Date. If the Rental Value shall be greater than the amount paid by Tenant for the Additional Space following the Effective Date, Tenant forthwith after the arbitrators' decision, shall pay to Landlord the difference between the monthly installments actually paid and the monthly installments which should have been paid from the commencement of the Effective Date, and thereafter Tenant shall pay the monthly installments of the new minimum rent. (c) In Section 22.01(a), with respect to the Additional Space only, in subdivision (i) the "Tax Base Factor" shall mean the July 1 - June 30 fiscal tax year in which the Effective Date occurs; in subdivision (iii) the "comparative tax year" shall mean the July 1 - June 30 fiscal tax year immediately following July 1 of the Tax Base Factor; and in subdivision (v) the "Percentage" shall mean the percentage that the rentable square feet of the Additional Space bears to the rentable square feet of the Building (utilizing for the purposes of this Right of First Refusal shall be Section only, 545,000 rentable square feet for a minimum of 5,000 rental square feetthe Building).

Additional Space. Commencing (a) Sublessee shall have the first right to negotiate for office space contiguous to the Subleased Premises on May 1, 2001, the eleventh (11th) floor of the Building occupied by Sublessor herein grants unto on the Sublessee a Right of First Refusal on any space that shall be and/or Commencement Date and as it becomes available in the building event Sublessor determines to sublease such space during the remaining Term term hereof (such space, as it becomes available, referred to herein as, the "Additional Space"). This right of this Subleasefirst negotiation shall be effective from and after the expiration, without exercise, of the Early Termination Right. Prior to May 1, 2001 and thereafter Sublessor shall not make any Additional Space available for sublease by unrelated third parties prior to expiration of the Early Termination Right and Sublessor's compliance with this Section 18. This right of first day negotiation is personal to the Sublessee and may not be transferred to any assignee or sub-subtenant hereunder (other than a Permitted Transferee) without the prior written approval of May of any calendar year during the remaining Term hereof, Sublessor. Sublessor shall notify provide Sublessee by from time to time with written notice of the availability of any such space Additional Space and the date Sublessor determines, in its sole discretion, that it shall become available for subleasing (the building"Sublessor Additional Space Notice"). Should If Sublessee desire desires to exercise its Right of First Refusal and sublease such available spaceAdditional Space, Sublessee must notify Sublessor in writing of shall provide notice (the "Sublessee Additional Space Notice") to Sublessor, within fifteen (15) days after its desire to sublease the available space within seven (7) calendar days of Sublessee's receipt of Landlord's notice the Sublessor Additional Space Notice and the parties shall thereafter negotiate diligently and in good faith, in an effort to agree upon the terms for the sublease of availabilitythe Additional Space. Within A sublease of Additional Space shall be governed by all of the terms, covenants and conditions set forth in this Sublease, and shall be coterminous herewith, except for the amount of the base rent and additional rent payable by Sublessee, which shall be the prevailing fair market rent for space comparable to the Additional Space in buildings of comparable design, age, tenant mix, and location. The determination of fair market rent shall be made in accordance with the criteria and procedures set forth in Section 4 above for the Term extension option, which shall apply to Additional Space expansion. In the event the parties have not agreed upon the fair market rent for such Additional Space and executed an amendment to this Sublease for such Additional Space within thirty (30) days of the receipt of Sublessee's notice exercising the right to sublease such available space, Sublessee and Sublessor shall enter into an amendment of this agreement setting forth the terms under which the additional space is subleased to Sublessee. The Base Rental shall be at a rental mutually agreed between Sublessee and Sublessor. Failure by Sublessee to exercise its Right of First Refusal within said seven (7) calendar day period, or if exercised, failure to enter into an amendment of this agreement within thirty (30) days date of Sublessor's receipt of Sublessee's noticethe Sublessee Additional Space Notice, and/or in the event Sublessee does not timely deliver to Sublessor the Sublessee Additional Space Notice, the right of first negotiation provided herein shall automatically terminate and expire with respect to such Additional Space and Sublessor may thereafter lease such Additional Space to such parties and upon such terms and conditions as Sublessor may determine in its sole discretion. In the event any Additional Space becomes available, which such Additional Space has been previously offered to Sublessee and Sublessee has not elected to sublease such Additional Space, then in such event Sublessee shall not again have any rights with respect to such Additional Space. Nothing contained herein shall require Sublessor to subdivide any such Additional Space or any portion thereof. (b) The rights granted to Sublessee hereinabove in this Section 18 shall be deemed a waiver void and of no force and effect unless at the time specified in Section 18(a) above for exercising such right and Sublessor of first negotiation all of the following conditions precedent shall thereafter be free of any obligation under have been fully satisfied: (i) this Article 2.04 for a period of 12 months. Any exercise by Sublessee of this Right of First Refusal Sublease shall be for in full force and effect; (ii) there shall be no uncured default hereunder; and (iii) Sublessee must in good faith intend to occupy and use this Additional Space within six (6) months from the date such Additional Space becomes a minimum part of 5,000 rental square feetthe Subleased Premises.

Additional Space. Commencing on May 1Tenant shall have an option, 2001, Sublessor herein grants unto the Sublessee a Right of First Refusal on exercisable by ---------------- written notice to Landlord delivered to and received by Landlord at any space that shall be and/or becomes available in the building during the remaining Term of this Sublease. Prior to May 1, 2001 and thereafter prior to time within the first day of May of any calendar year during the remaining Term hereof, Sublessor shall notify Sublessee by written notice of the availability Initial Term (first five-year, five-month period) of any such the Lease, to lease additional space in the buildingBuilding, consisting of 492 rentable square feet located in the lobby area on the second floor of the I . Should Sublessee desire Building, as more fully depicted on Exhibit E, attached hereto and made a part hereof (the I, "Additional Space"), exclusive of the bathroom facilities that are located adjacent to exercise its Right the lobby, which shall remain as Building Common Areas. (a) The Base Rent for the Additional Space shall be the Base Rent payable hereunder at the time of First Refusal notice to the Landlord, on a pro rata, square footage basis. Base Rent for the Additional Space shall commence on the date Landlord delivers the Additional Space to Tenant free of other tenants and sublease occupants. All tenant improvements to the Additional Space shall be completed at Tenant's sole cost and expense, in accordance with the provisions of paragraph 4 of Exhibit B, as such available space, Sublessee must notify Sublessor in writing of its desire provisions relate to sublease the available space within seven (7) calendar days of Sublessee's receipt of Landlord's notice approval of availabilityplans and specifications for such tenant improvements. Within thirty Tenant improvements constructed and installed in the Additional Space by Tenant shall be subject to the terms and provisions of Article 8 of this Lease. (30b) days of Promptly after Tenant exercises this option, the receipt of Sublessee's notice exercising the right to sublease such available space, Sublessee and Sublessor parties shall enter into an amendment to this Lease that incorporates the Additional Space as part of the Premises and adjusts Tenant's Share to account for the addition of the Additional Space to this agreement setting forth the terms under which the additional space is subleased to SublesseeLease. The Base Rental shall be at a rental mutually agreed between Sublessee and Sublessor. Failure by Sublessee If Tenant fails to exercise its Right option within the period described in this Section, all of First Refusal within said seven (7) calendar day period, or if exercised, failure Tenant's rights to enter into an amendment of this agreement within thirty (30) days of Sublessor's receipt of Sublessee's notice, lease the Additional Space shall be deemed a waiver of such right and Sublessor shall thereafter be free of any obligation under this Article 2.04 for a period of 12 monthsirrevocably terminate. Any exercise by Sublessee of this Right of First Refusal shall be for a minimum of 5,000 rental square feet.{signatures set forth on following page}

Additional Space. Commencing on May 1There is hereby added to the Existing Demised Premises, 2001and Lessor does hereby lease to Lessee, Sublessor herein grants unto and Lessee does hereby lease from Lessor, the Sublessee a Right Additional Space, subject to and upon all of First Refusal on any space the terms and conditions of the Lease, as amended hereby, to the end that the Demised Premises under the Lease shall be and/or becomes available in approximately 16,693 square feet of rentable area on the building during fourth (4th) floor of the remaining Term of this Sublease. Prior to May 1Building, 2001 as outlined on the floor plan attached hereto and thereafter prior made a part hereof as Exhibit A. (A) The Additional Space shall be added to the first Existing Demised Premises on the Addition Date, which shall be the 1st day of April, 1998 (the "Anticipated Addition Date"), or such later date as may be established pursuant to the provisions below in this Section 2. The term of the Lease as to the Additional Space shall expire on the same date as the term of the Lease as to the Existing Demised Premises so as to be coterminous for all purposes with the term of the Lease as to the Existing Demised Premises. (B) It is understood and agreed that the obligations of Lessor and Lessee under this Addendum are contingent upon the existing tenant of the Additional Space vacating and surrendering full possession of the same on or about March 31, 1998. In the event Lessor is unable to deliver possession of the Additional Space on the Anticipated Addition Date, because the existing tenant has failed to so vacate, Lessor shall not be liable or responsible for any claims, damages or liability arising in connection therewith or by reason thereof, nor shall Lessee be excused or released from the Lease, as amended hereby, because of Lessor's inability to deliver possession of the Additional Space on that date. The Addition Date, however, shall be extended to the earlier of (i) the date the Additional Space is occupied by Lessee or (ii) the date which is ten (10) days after the date Lessor has notified Lessee in writing that the existing tenant has vacated the Additional Space and possession thereof is available to Lessee; provided, however, that if the existing tenant fails to vacate and surrender full possession of the Additional Space on or before May of any calendar year during 31, 1998, then either Lessor or Lessee shall have the remaining Term hereof, Sublessor shall notify Sublessee right to cancel and terminate this Addendum without further liability by giving written notice of such cancellation and termination to the availability other on or before June 15, 1998, and this Addendum shall be null and void and of any no further force or effect upon the delivery of such space in notice. Lessor shall endeavor to keep Lessee informed as to the building. Should Sublessee desire to exercise its Right of First Refusal and sublease such available space, Sublessee must notify Sublessor in writing status of its desire efforts to sublease the available space within seven (7) calendar days of Sublessee's receipt of Landlord's notice of availability. Within thirty (30) days recapture possession of the receipt Additional Space from the existing tenant. When Lessee accepts possession of Sublessee's notice exercising the right Additional Space, Lessor and Lessee shall execute the "Declaration as to sublease such available spaceDate of Delivery and Acceptance of Possession of Premises," attached hereto as Exhibit B, Sublessee and Sublessor which shall enter into an amendment of this agreement setting forth specify the terms under which the additional space is subleased to Sublessee. The Base Rental shall be at a rental mutually agreed between Sublessee and Sublessor. Failure by Sublessee to exercise its Right of First Refusal within said seven (7) calendar day period, or if exercised, failure to enter into an amendment of this agreement within thirty (30) days of Sublessor's receipt of Sublessee's notice, shall be deemed a waiver of such right and Sublessor shall thereafter be free of any obligation under this Article 2.04 for a period of 12 months. Any exercise by Sublessee of this Right of First Refusal shall be for a minimum of 5,000 rental square feetAddition Date.