Common use of COMPLETION AND RENTAL COMMENCEMENT DATE Clause in Contracts

COMPLETION AND RENTAL COMMENCEMENT DATE. The Term of the Lease applicable to the Additional Premises, and Tenant’s obligation for the payment of rent for the Additional Premises under the Amendment, shall commence on the “Additional Premises Commencement Date”, which shall be the earlier of: (i) the date on which the Tenant first conducts any business from all or part of the Additional Premises; or (ii) the date on which the Tenant Improvements have been substantially completed as determined by a certificate from Landlord’s architect (the earlier of which dates shall be deemed to be the date on which Landlord has tendered possession of the Additional Premises to Tenant under the Amendment); provided that, if there shall be a delay in substantial completion of the Tenant Improvements as a result of: (a) Tenant’s failure to approve any item or perform any other obligation in accordance with and by the date specified in the Work Schedule; (b) Tenant’s request for materials, finishes or installations other than those readily available, whether or not approved by Landlord or reflected in the Tenant Improvement Plans; (c) Tenant’s changes in the Tenant Improvement Plans after Tenant approves the Tenant Improvement Plans; (d) Tenant’s request to deviate from the Standards for the Building; or (e) Tenant’s failure to timely make any payment due from Tenant under this Work Letter Agreement or the Lease; then, as provided for in the Lease, the commencement of the Term shall be accelerated by the number of days of such delay. The Tenant Improvements shall be deemed substantially complete notwithstanding the fact that minor items of the Tenant Improvements (such as construction, mechanical adjustments, or decorations) which do not materially interfere with Tenant’s use of the Additional Premises remain to be performed (items normally referred to as “punch list” items), which items Landlord shall promptly complete or correct. This FIRST AMENDMENT TO AMENDED AND RESTATED OFFICE LEASE (this “Amendment”), dated as of April 20, 2005, is by and between AC-CATALINA LANDING LLC, a Delaware limited liability company (“Landlord”), and OMP, INC., a Delaware corporation, as successor-in-interest to Obagi Medical Products, Inc. (“Tenant”).

COMPLETION AND RENTAL COMMENCEMENT DATE. The Term commencement of the term of Lease applicable to the Additional Premises, and Tenant’s 's obligation for the payment of rent for the Additional Premises rental under the Amendment, Lease shall not commence on the “Additional Premises Commencement Date”, which shall be the earlier of: (i) the date on which until substantial completion of construction of the Tenant first conducts any business from all or part of the Additional Premises; or (ii) the date on which the Tenant Improvements have been substantially completed as determined by a certificate from Landlord’s architect (the earlier of which dates shall be deemed to be the date on which Landlord has tendered possession of the Additional Premises to Tenant under the Amendment); provided thatImprovements. However, if there shall be a delay in substantial completion of the Tenant Improvements as a result of: (ai) Tenant’s 's failure to approve any item or perform any other obligation in accordance with and by the date specified in the Work Schedule; (bii) Tenant’s 's request for materials, finishes or installations other than those readily available, whether or not approved by Landlord or reflected in the Tenant Improvement Plans;; or (ciii) Tenant’s 's changes in the Tenant Improvement Plans after Tenant approves the Tenant Improvement Plans; (d) their approval by Tenant’s request to deviate from the Standards for the Building; or (e) Tenant’s failure to timely make any payment due from Tenant under this Work Letter Agreement or the Lease; then, as provided for in the Lease, Then the commencement of the Term term of the Lease and the rental commencement date shall be accelerated by the number of days of such delay. The Please Initial: DAP/DH NOTICE OF LEASE TERM DATES To: Date: Re: Lease dated _______________ , 19 ____ between _______________, Tenant, concerning Suite ____ located at ____________________. Gentlemen: In accordance with the subject Lease, we wish to advise and/or confirm as follows: 1. That the Premises have been accepted herewith by the Tenant Improvements as being substantially complete in accordance with the subject Lease, and that there is no deficiency in construction. 2. That the Tenant has possession of the subject Premises and acknowledges that under the provisions of the subject Lease, the term of said Lease shall commence as of _______________ for a term of ___________, ending on _______________. 3. That in accordance with the subject Lease, rental commenced to accrue on _____________________________________________. 4. If the commencement date of the subject Lease is other than the first day of the month, the first billing will contain a pro rata adjustment. Each billing thereafter, with the exception of the final billing, shall be deemed substantially complete notwithstanding for the fact that minor items full amount of the monthly installment as provided for in said Lease. 5. Rent is due and payable in advance on the first day of each and every month during the term of said Lease. Your rent checks should be made payable to __________________________ ______________ at ________________________________________. AGREED AND ACCEPTED TENANT: LANDLORD: ____________________________________ By ____________________________________ Print Name ____________________________________ Its ____________________________________ By ____________________________________ Print Name ____________________________________ Its ____________________________________ 54 EXHIBIT E TENANT ESTOPPEL CERTIFICATE The undersigned, ______________________ ("Landlord"), with a mailing address c/o _________ _____________________, ________________________, and _____________ ("Tenant"), hereby certify to _________________________, a _____________________ _____________________________ as follows: 1. Attached hereto is a true, correct and complete copy of that certain lease dated ______________, 19__ between Landlord and Tenant Improvements (such as construction, mechanical adjustments, or decorations) which do not materially interfere with Tenant’s use of the Additional Premises remain to be performed (items normally referred to as “punch list” items"Lease"), which items Landlord demises promises which are located at _____________________________________. The Lease is now in full force and effect and has not been amended, modified or supplemented, except as set forth in Paragraph 4 below. 2. The term of the Lease commenced on _______________, 19____. 3. The term of the Lease shall promptly complete expire on_______________, 19____ . 4. The Lease has: (Initial one) ( ) not been amended, modified, supplemented, extended, renewed or correct. This FIRST AMENDMENT TO AMENDED AND RESTATED OFFICE LEASE (this “Amendment”), dated as of April 20, 2005, is by and between AC-CATALINA LANDING LLC, a Delaware limited liability company (“Landlord”), and OMP, INCassigned., a Delaware corporation, as successor-in-interest to Obagi Medical Products, Inc. (“Tenant”).

COMPLETION AND RENTAL COMMENCEMENT DATE. The Term Commencement Date of the --------------------------------------- term of the Lease applicable to the Additional PremisesAmendment shall be November 1, and Tenant’s obligation for the payment 1993. The commencement of rent for the 4,038 rentable square feet of the Third Additional Premises under of the Amendment, shall commence on the “Additional Premises Commencement Date”, which 23rd floor shall be the earlier ofof the following two dates: (i) the date on upon which the Tenant first conducts any business from all or part takes possession of the Additional Premises; 23rd floor space: or (ii) the date on upon which the 23rd floor space is ready for occupancy, i.e., the Tenant Improvements have been substantially completed as evidenced by the final inspection performed by the Building Department of the City and County of Denver, or as determined by a certificate from Landlord’s 's architect (the earlier of which dates shall be deemed to be the date on which Landlord has tendered possession of the Additional Premises to Tenant under the Amendment)or representative; provided that, that if there shall be a delay in substantial completion of the Tenant Improvements beyond November 1, 1993 as a result of: (a) Tenant’s 's failure to approve any item or perform any other obligation in accordance with and by the date specified in the Work Schedule; (b) Tenant’s 's request for materials, finishes or installations installation other than those readily available, whether or not approved by Landlord or reflected in the Tenant Improvement Plans; (c) Tenant’s 's changes in the Tenant Improvement Plans after Tenant approves the Tenant Improvement Plansapproval by Tenant; (d) Tenant’s 's request to deviate from the Standards for Tenant Improvements; then the Building; or (e) Tenant’s failure rental commencement date for the 23rd floor space shall be November 1, 1993. In the event either Tenant takes possession of the 23rd floor space prior to timely make any payment due from Tenant under this Work Letter Agreement November 1, 1993, or the Lease; then23rd floor space is ready for occupancy prior to November 1, as provided for in the Lease1993, then Tenant shall pay to Landlord $137,10 per day until November 1, 1993, the commencement Commencement Date. This period between the date the 23rd floor space is ready for occupancy and the Commencement Date of the Term term shall be accelerated deemed to be the Interim Lease term and Tenant shall hold the 23rd floor space during the Interim Lease term under all of the other terms and conditions of the Amended Lease. If Landlord is unable to cause the 23rd floor space to be ready for occupancy by November 1, 1993, for reasons other than those set out in section (a) through (d) above, then Landlord shall xxxxx daily rental of $137.10 from the number rent indicated in Paragraph 3 of days of the Lease Amendment until such delayspace is ready for occupancy. The Tenant Improvements shall be deemed substantially complete notwithstanding the fact that minor items details of the Tenant Improvements (such as construction, mechanical adjustments, adjustments or decorations) decorations which do not no materially interfere with Tenant’s 's use and enjoyment of the Additional Premises remain to be performed (items normally referred to as “"punch list” " items), which items Landlord shall promptly complete or correct. This FIRST AMENDMENT TO AMENDED AND RESTATED OFFICE LEASE (this “Amendment”), dated as of April 20, 2005, is by and between AC-CATALINA LANDING LLC, a Delaware limited liability company (“Landlord”), and OMP, INC., a Delaware corporation, as successor-in-interest to Obagi Medical Products, Inc. (“Tenant”).

COMPLETION AND RENTAL COMMENCEMENT DATE. The Term of 7.1 Tenant's obligation to pay Rent under the Lease applicable to the Additional Premises, and Tenant’s obligation for the payment of rent for the Additional Premises under the Amendment, shall commence on the “Additional Premises Scheduled Term Commencement Date”, which Date and the Scheduled Term Commencement Date shall be the earlier of: (i) Term Commencement Date notwithstanding anything to the date on which the Tenant first conducts any business from all or part contrary contained in Paragraph 3 of the Additional Premises; or Lease. However, Landlord Delays (iias defined below) shall extend the date on which Term Commencement Date, but only in the Tenant Improvements have been substantially completed as determined by a certificate from Landlord’s architect (the earlier of which dates shall be deemed to be the date on which Landlord has tendered possession of the Additional Premises to Tenant under the Amendment); provided that, if there shall be a delay in event that substantial completion of the Tenant Improvements as is delayed despite Tenant's reasonable efforts to adapt and compensate for such delays. In addition, no Landlord Delays shall be deemed to have occurred unless Tenant has provided notice, in compliance with the Lease, to Landlord specifying that a result of: (a) Tenant’s failure delay shall be deemed to approve any item have occurred because of actions, inactions or perform any other obligation in accordance with and by the date circumstances specified in the Work Schedule; (b) Tenant’s request for materialsnotice in reasonable detail. If such actions, finishes inactions or installations other than those readily available, whether or circumstances are not approved cured by Landlord or reflected in the Tenant Improvement Plans; within one (c1) Tenant’s changes in the Tenant Improvement Plans business day after Tenant approves the Tenant Improvement Plans; (d) Tenant’s request to deviate from the Standards for the Building; or (e) Tenant’s failure to timely make any payment due from Tenant under this Work Letter Agreement or the Lease; then, as provided for in the Lease, the commencement of the Term shall be accelerated by the number of days receipt of such delay. The Tenant Improvements notice ("COUNT DATE"), and if such actions, inaction or circumstances otherwise qualify as a Landlord Delay, then a Landlord Delay shall be deemed substantially complete notwithstanding to have occurred commencing as of the fact Count Date. The Term Commencement Date shall be extended by one day for each day from the Count Date that minor items a Landlord Delay has occurred, as calculated as provided above. The term "Landlord Delays," as such term may be used in this Improvement Agreement, shall mean any delays in the completion of the Tenant Improvements which are due to any act or omission of Landlord, its agents or contractors. Landlord Delays shall include, but shall not be limited to: (i) delays in the giving of authorizations or approvals by Landlord, (ii) delays due to the acts or failures to act, of Landlord, its agents or contractors, where such as constructionacts or failures to act delay the completion of the Tenant Improvements, mechanical adjustmentsprovided that Tenant acts in a commercially reasonable manner to mitigate any such delay, (iii) delays due to the interference of Landlord, its agents or decorations) which do not materially interfere contractors with the completion of the Tenant Improvements or the failure or refusal of any party to permit Tenant’s , its agents and contractors, access to and use of the Additional Building or any Building facilities or services, including elevators and loading docks, which access and use are necessary to complete the Tenant Improvements, and (iv) delays due to Landlord's failure to allow Tenant sufficient access to the Building and/or the Premises remain during Tenant's move into the Premises. 7.2 Within ten (10) days after completion of construction of the Tenant Improvements, Tenant shall cause a Notice of Completion to be performed recorded in the office of the Recorder of the county in which the Building is located in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and shall furnish a copy thereof to Landlord upon such recordation. If Tenant fails to do so, Landlord may execute and file the same on behalf of Tenant as Tenant's agent for such purpose, at Tenant's sole cost and expense. At the conclusion of construction, (items normally referred i) Tenant shall cause the Space Planner and the contractor (i) to update the approved working drawings as “punch list” items)necessary to reflect all changes made to the approved working drawings during the course of construction, (ii) to certify to the best of their knowledge that the "record-set" of as-built drawings are true and correct, which items Landlord certification shall promptly complete survive the expiration or correct. This FIRST AMENDMENT TO AMENDED AND RESTATED OFFICE LEASE (this “Amendment”), dated as termination of April 20, 2005, is by and between AC-CATALINA LANDING LLC, a Delaware limited liability company (“Landlord”)the Lease, and OMP(c) to deliver to Landlord two (2) sets of copies of such record set of drawings within ninety (90) days following issuance of a certificate of occupancy for the Premises, INCand (iii) Tenant shall deliver to Landlord a copy of all warranties, guarantees, and operating manuals and information relating to the improvements, equipment, and systems in the Premises. 7.3 A default under this Improvement Agreement shall constitute a default under the Lease, and the parties shall be entitled to all rights and remedies under the Lease in the event of a Delaware corporation, as successor-in-interest to Obagi Medical Products, Inc. default hereunder by the other party (“Tenant”notwithstanding that the Term thereof has not commenced).

COMPLETION AND RENTAL COMMENCEMENT DATE. The Term Each of the Lease applicable to the Additional Premises, and Tenant’s obligation for the payment of rent for the Additional Premises under the Amendment, shall commence on the “Additional Premises Commencement Date”, which shall be the earlier of: (i) the date on which the Tenant first conducts any business from all or part of the Additional Premises; or (ii) the date on which the Tenant Improvements have been substantially completed as determined by a certificate from Landlord’s architect (the earlier of which dates following shall be deemed a Tenant delay to be the date on which Landlord has tendered possession extent that actual delays are caused thereby, for the purposes of establishing the Commencement Date of the Additional Premises to Tenant under the Amendment); provided that, if there shall be a delay in substantial completion of the Tenant Improvements as a result ofLease: (a) Tenant’s 's failure to approve any item timely supply information necessary to complete the Tenant Working Drawings (or perform any other obligation in accordance with and by the date specified in the Work Schedule;revisions to such drawings); or (b) Tenant’s request 's failure to timely pay for materials, finishes or installations other than those readily available, whether or not approved by Landlord or reflected in the Tenant Improvement Plans;any Above-Allowance Work; or (c) Tenant’s material modifications, revisions and changes in to the Tenant Improvement Plans after Space Plan or Tenant approves the Tenant Improvement Plans;Working Drawings requested by or on behalf of Tenant; or (d) changes in the work requested by or on behalf of Tenant or orders to halt or delay the work given by or on behalf of Tenant’s request to deviate from the Standards for the Building; or (e) Tenant’s failure to timely make any payment due from Tenant under this Work Letter Agreement or the Lease; then, as provided for delay in the Lease, the commencement completion of the Term work caused by Tenant's contractors or material suppliers; or (f) any other delay of any kind or nature caused by Tenant or its contractors, architects, space planners or other agents or employees. Landlord using its commercially reasonable efforts, agrees to provide Tenant with written notice ("Delay Notice") of any delay described by this Section within three (3) business days following the occurrence thereof. The failure by Landlord to deliver the Delay Notice within ten (10) business days following such delay shall be accelerated by deemed Landlord's waiver of the number of days effect of such delay. The , provided however, Landlord may subsequently deliver a Delay Notice with regard to such Tenant Improvements delay and any subsequent continuing delay shall be deemed substantially complete notwithstanding recognized as a Tenant delay. Notwithstanding the fact preceding sentence, to the extent that minor items of the Tenant Improvements such delay relates to (such as construction, mechanical adjustments, or decorationsi) which do not materially interfere with Tenant’s use of the Additional Premises remain any action required to be performed by Tenant pursuant to the express provisions of this Lease within a specified time period, and/or (items normally referred ii) Landlord and Tenant have previously acknowledged, in writing, that Tenant's actions and/or inaction are resulting in a delay. Landlord's failure to as “punch list” items), which items Landlord deliver a Delay Notice shall promptly complete or correct. This FIRST AMENDMENT TO AMENDED AND RESTATED OFFICE LEASE (this “Amendment”), dated as not be deemed a waiver of April 20, 2005, is by and between AC-CATALINA LANDING LLC, a Delaware limited liability company (“Landlord”), and OMP, INCsuch delay., a Delaware corporation, as successor-in-interest to Obagi Medical Products, Inc. (“Tenant”).

COMPLETION AND RENTAL COMMENCEMENT DATE. The Term of the Lease applicable 7.1 Subtenant's obligation to the Additional Premises, and Tenant’s obligation for the payment of rent for the Additional Premises pay Rent under the Amendment, Sublease shall commence on the “Additional Premises Scheduled Term Commencement Date”, which Date and the Scheduled Term Commencement Date shall be the earlier of: Term Commencement Date notwithstanding anything to the contrary contained in the Sublease. However, Landlord and Sublandlord Delays (ias defined below) shall extend the date on which Term Commencement Date, but only in the Tenant first conducts any business from all or part of the Additional Premises; or (ii) the date on which the Tenant Improvements have been substantially completed as determined by a certificate from Landlord’s architect (the earlier of which dates shall be deemed to be the date on which Landlord has tendered possession of the Additional Premises to Tenant under the Amendment); provided that, if there shall be a delay in event that substantial completion of the Tenant Improvements is delayed despite Subtenant's commercially reasonable efforts to adapt and compensate for such delays. In addition, no Landlord or Sublandlord Delays shall be deemed to have occurred unless Subtenant has provided notice, in compliance with the Sublease, to Landlord and Sublandlord specifying that a delay shall be deemed to have occurred because of actions, inactions or circumstances specified in the notice in reasonable detail. If such actions, inactions or circumstances are not cured by Landlord or Sublandlord within one (1) business day after receipt of such notice ("COUNT DATE"), and if such actions, inaction or circumstances otherwise qualify as a result of: Landlord or Sublandlord Delay, then a Landlord or Sublandlord Delay shall be deemed to have occurred commencing as of the Count Date. The Term Commencement Date shall be extended by one day for each day from the Count Date that a Landlord or Sublandlord Delay has occurred, as calculated as provided above. The term "Landlord or Sublandlord Delays," as such term may be used in this Work Letter, shall mean any delays in the completion of the Tenant Improvements which are due to any act or omission of Landlord or Sublandlord, its agents or contractors. Landlord or Sublandlord Delays shall include, but shall not be limited to: (ai) Tenant’s delays in the giving of authorizations or approvals by Landlord or Sublandlord, (ii) delays due to the acts or failures to act, of Landlord or Sublandlord, its agents or contractors, where such acts or failures to act delay the completion of the Tenant Improvements, provided that Subtenant acts in a commercially reasonable manner to mitigate any such delay, (iii) delays due to the interference of Landlord or Sublandlord, its agents or contractors with the completion of the Tenant Improvements or the failure or refusal of any party to permit Subtenant, its agents and contractors, access to and use of the Building or any Building facilities or services, including elevators and loading docks, which access and use are necessary to complete the Tenant Improvements, and (iv) delays due to Landlord's or Sublandlord's failure to approve any item or perform any other obligation allow Subtenant sufficient access to the Building and/or the Premises during Subtenant's move into the Premises. 7.2 Within ten (10) days after completion of construction of the Tenant Improvements, Subtenant shall cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Building is located in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and by shall furnish a copy thereof to Landlord upon such recordation. If Subtenant fails to do so, Landlord may execute and file the date specified in same on behalf of Subtenant as Subtenant's agent for such purpose, at Subtenant's sole cost and expense. At the Work Schedule; conclusion of construction, (bi) Tenant’s request for materialsSubtenant shall cause the Space Planner and the contractor (i) to update the approved working drawings as necessary to reflect all changes made to the approved working drawings during the course of construction, finishes (ii) to certify to the best of their knowledge that the "record-set" of as-built drawings are true and correct, which certification shall survive the expiration or installations other than those readily availabletermination of the Lease, whether or not approved by Landlord or reflected in the Tenant Improvement Plans; and (c) Tenant’s changes to deliver to Landlord two (2) sets of copies of such record set of drawings within ninety (90) days following issuance of a certificate of occupancy for the Premises, and (iii) Subtenant shall deliver to Landlord a copy of all warranties, guarantees, and operating manuals and information relating to the improvements, equipment, and systems in the Tenant Improvement Plans after Tenant approves the Tenant Improvement Plans;Premises. (d) Tenant’s request to deviate from the Standards for the Building; or (e) Tenant’s failure to timely make any payment due from Tenant 7.3 A default under this Work Letter Agreement or shall constitute a default under the Lease; thenSublease, as provided for and the parties shall be entitled to all rights and remedies under the Sublease in the Lease, event of a default hereunder by the commencement other party (notwithstanding that the Term thereof has not commenced). 7.4 Subject to the provisions of the Term shall be accelerated by the number of days of such delay. The Tenant Improvements shall be deemed substantially complete notwithstanding the fact that minor items of Sublease, except for the Tenant Improvements (such as constructionImprovements, mechanical adjustmentsif any, or decorations) which do not materially interfere with Tenant’s use of the Additional Premises remain to be performed constructed by Landlord pursuant to this Improvement Agreement, Subtenant accepts the Premises in its "as-is" condition and acknowledges that it has had an opportunity to inspect the Premises prior to signing the Sublease. SCHEDULE 1 TO EXHIBIT D BASE BUILDING WORK Completed according to the plans and specifications prepared by Pacific Cornerstone Architects consisting of sheets TS-1 to L-7 and dated June 1, 1998. Landlord and Subtenant hereby acknowledge that Landlord has provided CAD drawings of said plans to Howaxx Xxxxx Xxxerior Architecture. SCHEDULE 2 TO EXHIBIT D BUILDING STANDARDS The following constitutes the Building Standard tenant improvements (items normally referred to as “punch list” items), which items Landlord shall promptly complete or correct"STANDARDS") in the quantities specified: 1. This FIRST AMENDMENT TO AMENDED AND RESTATED OFFICE LEASE CEILING TILES Armsxxxxx xxxond look tegular ceiling tiles (this “Amendment”), dated as of April 20, 2005, is by and between AC-CATALINA LANDING LLC, a Delaware limited liability company (“Landlord”), and OMP, INC., a Delaware corporation, as successor-in-interest to Obagi Medical Products, Inc. (“Tenant”2' x 4'). 2. CEILING GRID White to match tile. 3. LIGHT FIXTURES Parabolic 2' x 4' light fixtures. 4. HVAC SYSTEMS All new VAV's/equipment to be compatible with the existing Honeywell Control System. 5. INTERIOR DOORS Provide 3'0" - x 8'0" x 1-3/4" solid core mahogany skin wood doors with prefabricated metal frames. (20 min. assemblies at rated corridors).

COMPLETION AND RENTAL COMMENCEMENT DATE. The Term of 4.1. Tenant's obligation to pay Rent under the Lease applicable to the Additional Premises, and Tenant’s obligation for the payment of rent for the Additional Premises under the Amendment, shall commence on the “Additional applicable date described in Paragraph 2 of the Lease. However: (a) If Tenant delays in approving any matter requiring Tenant's approval within the time limits specified herein; or (b) If the construction period is extended because Tenant requests any changes in construction or modifies the Plans or if the same do not comply with applicable Regulations; or (c) If Landlord is otherwise delayed in the construction of the Expansion Premises Commencement Date”Tenant Improvements for any act or omission of or breach by Tenant or anyone performing services on behalf of Tenant or on account of any work performed on the Expansion Premises by Tenant or Tenant's contractors or agents, which shall be the earlier of: (i) then the date on which the Tenant first conducts any business from all or part described in Paragraph 2 of the Additional Premises; or (ii) the date on which the Tenant Improvements have been substantially completed as determined by a certificate from Landlord’s architect (the earlier of which dates Lease shall be deemed to be accelerated by the date on which Landlord has tendered possession total number of days of Tenant delays described in (a) through (c) above (each, a "TENANT DELAY"), calculated in accordance with the provisions of Paragraph 4.2 below. 4.2. If the Term of the Additional Premises Lease has not already commenced pursuant to Tenant under the Amendment); provided that, if there shall be a delay in provisions of Paragraph 2 of the Lease and substantial completion of the Expansion Premises Tenant Improvements has been delayed on account of any Tenant Delays, then upon actual substantial completion of the Expansion Premises Tenant Improvements (as a result of: (a) Tenant’s failure to approve any item or perform any other obligation defined in accordance with and by Paragraph 2 of the Lease), Landlord shall notify Tenant in writing of the date specified in substantial completion of the Work Schedule; (b) Tenant’s request Expansion Premises Tenant Improvements would have occurred but for materialssuch Tenant Delays, finishes or installations other than those readily available, whether or not approved by Landlord or reflected in and such date shall thereafter be deemed to be the Tenant Improvement Plans; (c) Tenant’s changes in the Tenant Improvement Plans after Tenant approves the Tenant Improvement Plans; (d) Tenant’s request to deviate from the Standards Term Commencement Date for the Building; or (e) Tenant’s failure to timely make any payment due from Tenant all purposes under this Work Letter Agreement or the Lease; then. Tenant shall pay to Landlord, as provided for in the Leasewithin three (3) business days after receipt of such written notice (which notice shall include a summary of Tenant Delays), the commencement of the Term shall be accelerated by per diem Base Rent times the number of days of such delay. The Tenant Improvements shall be deemed substantially complete notwithstanding between the fact that minor items of date the Term Commencement Date would have otherwise occurred but for the Tenant Improvements Delays (such as construction, mechanical adjustments, or decorations) which do not materially interfere with Tenant’s use of the Additional Premises remain to be performed (items normally referred to as “punch list” items), which items Landlord shall promptly complete or correct. This FIRST AMENDMENT TO AMENDED AND RESTATED OFFICE LEASE (this “Amendment”), dated as of April 20, 2005, is determined by and between AC-CATALINA LANDING LLC, a Delaware limited liability company (“Landlord”'s contractor), and OMPthe date of actual substantial completion of the Expansion Premises Tenant Improvements. 4.3. Promptly after substantial completion of the Expansion Premises Tenant Improvements, INCLandlord shall give notice to Tenant and Tenant shall conduct an inspection of the Expansion Premises with a representative of Landlord and develop with such representative of Landlord a punchlist of items, if any, of the Expansion Premises Tenant Improvements that are not complete or that require correction. Upon receipt of such punchlist, Landlord shall proceed diligently to remedy such items at Landlord's cost and expense provided such items are part of the Expansion Premises Tenant Improvements to be constructed by Landlord hereunder and are otherwise consistent with Landlord's obligations under this Expansion Premises Improvement Agreement (with any dispute between Landlord and Tenant pertaining thereto to be resolved by Landlord's architect or general contractor). Substantial completion shall occur notwithstanding delivery of any such punchlist. 4.4. A default under this Expansion Premises Improvement Agreement shall constitute a default under the Lease, and the parties shall be entitled to all rights and remedies under the Lease in the event of a Delaware corporation, as successor-in-interest to Obagi Medical Products, Inc. default hereunder by the other party (“Tenant”notwithstanding that the Term thereof has not commenced).

COMPLETION AND RENTAL COMMENCEMENT DATE. The Term of A. Tenant's obligation to pay Rent under the Lease applicable to the Additional Premises, and Tenant’s obligation for the payment of rent for the Additional Premises under the Amendment, shall commence on the “Additional Premises Commencement Date”, which shall be the earlier of: (i) the applicable date on which the Tenant first conducts any business from all or part described in Paragraph 2 of the Additional Premises; Lease, however: (1) If Tenant delays in preparing or (ii) approving the date on which Space Plans or the Plans, or fails to approve the estimate of the cost of the Tenant Improvements have been substantially completed as determined or any other matter requiring Tenant's approval, or to pay the excess cost of Tenant Improvements, in each case within the time limits specified herein; or (2) If the construction period is extended because Tenant requests any changes in construction, or modifies the approved Plans or if the same do not comply with applicable Regulations; or (3) If Landlord is otherwise delayed in the construction of the Tenant Improvements for any act or omission of or breach by a certificate from Landlord’s architect (Tenant or anyone performing services on behalf of Tenant or on account of any work performed on the earlier Premises by Tenant or Tenant's contractors or agents, then the date described in Paragraph 2 of which dates the Lease shall be deemed to be accelerated by the date on which Landlord has tendered possession total number of days of Tenant delays described in (a) through (c) above (each, a "TENANT DELAY"), calculated in accordance with the provisions of Paragraph 6.B below. B. If the Term of the Additional Premises Lease has not already commenced pursuant to Tenant under the Amendment); provided that, if there shall be a delay in provisions of Paragraph 2 of the Lease and substantial completion of the Tenant Improvements has been delayed on account of any Tenant Delays, then upon actual substantial completion of the Tenant Improvements (as a result of: (a) Tenant’s failure to approve any item or perform any other obligation defined in accordance with and by Paragraph 2 of the Lease), Landlord shall notify Tenant in writing of the date specified in the Work Schedule; (b) Tenant’s request for materials, finishes or installations other than those readily available, whether or not approved by Landlord or reflected in substantial completion of the Tenant Improvement Plans; (c) Tenant’s changes in Improvements would have occurred but for such Tenant Delays, and such date shall thereafter be deemed to be the Tenant Improvement Plans after Tenant approves the Tenant Improvement Plans; (d) Tenant’s request to deviate from the Standards Term Commencement Date for the Building; or (e) Tenant’s failure to timely make any payment due from Tenant all purposes under this Work Letter Agreement or the Lease; then. Tenant shall pay to Landlord, as provided for in the Leasewithin ) five (5) business days after receipt of such written notice (which notice shall include a summary of Tenant Delays), the commencement of the Term shall be accelerated by per diem Base Rent times the number of days between the date the Term Commencement Date would have otherwise occurred but for the Tenant Delays (as determined by Landlord's written documentation describing Tenant Delays), and the date of actual substantial completion of the Tenant Improvements. C. Promptly after substantial completion of the Tenant Improvements, Landlord shall give notice to Tenant and Tenant shall conduct an inspection of the Premises with a representative of Landlord and develop with such delay. The Tenant Improvements shall be deemed substantially complete notwithstanding the fact that minor representative of Landlord a punchlist of items of the Tenant Improvements (that are not complete or that require corrections. Upon receipt of such as constructionpunchlist, mechanical adjustments, or decorations) which do not materially interfere with Tenant’s use Landlord shall proceed diligently to remedy such items at Landlord's cost and expense provided such items are part of the Additional Premises remain Tenant Improvements to be performed constructed by Landlord hereunder and are otherwise consistent with Landlord's obligations under this Improvement Agreement and provided Tenant has fully paid Landlord for the cost of the Tenant Improvements exceeding the Tenant Improvement Allowance (items normally referred with any dispute between Landlord and Tenant pertaining thereto to as “punch list” itemsbe resolved by submitting to binding arbitration conducted and determined in San Diego County according to the prevailing rules of the American Arbitration Association for arbitration of commercial disputes), which items Landlord . Substantial completion shall promptly complete or correct. This FIRST AMENDMENT TO AMENDED AND RESTATED OFFICE LEASE (not be delayed notwithstanding delivery of any such punchlist. D. A default under this “Amendment”), dated as of April 20, 2005, is by and between AC-CATALINA LANDING LLC, Improvement Agreement shall constitute a Delaware limited liability company (“Landlord”)default under the Lease, and OMP, INC., the parties shall be entitled to all rights and remedies under the Lease in the event of a Delaware corporation, as successor-in-interest to Obagi Medical Products, Inc. default hereunder by the other party (“Tenant”notwithstanding that the Term thereof has not commenced).

COMPLETION AND RENTAL COMMENCEMENT DATE. The Term of the Lease applicable to the Additional Premises, and 6.1. Tenant’s obligation for the payment of rent for the Additional Premises to pay Rent under the Amendment, Lease shall commence on the “Additional Premises Commencement Date”, which shall be the earlier of: (i) the applicable date on which the Tenant first conducts any business from all or part described in Paragraph 4 of the Additional Premises; Lease. However: (a) If Tenant delays in preparing or (ii) approving the date on which Space Plans or the Plans, or fails to approve the estimate of the cost of the Tenant Improvements have been substantially completed as determined or any other matter requiring Tenant’s approval, or to pay the excess cost of Tenant Improvements, in each case within the time limits specified herein; or (b) If the construction period is extended because Tenant requests any changes in construction, or modifies the approved Plans or if the same do not comply with applicable Regulations; or (c) If Landlord is otherwise delayed in the construction of the Tenant Improvements for any act or omission of or breach by a certificate from LandlordTenant or anyone performing services on behalf of Tenant or on account of any work performed on the Premises by Tenant or Tenant’s architect (contractors or agents, then the earlier December 1, 2004 delivery date described in Paragraph 4 of which dates the Lease shall be deemed to be postponed by the date on total number of days of Tenant delays described in (a) through (c) above (each, a “Tenant Delay”), calculated in accordance with the provisions of Paragraph 6.2 below. Notwithstanding the foregoing, no Tenant Delay shall be deemed to have occurred unless and until Landlord has provided notice to Tenant (the “Delay Notice”), specifying the action or inaction by Tenant which Landlord has tendered possession contends constitutes the Tenant Delay. If such action or inaction is not cured by Tenant within three (3) business days of receipt of such Delay Notice (the “Grace Period”), then a Tenant Delay, as set forth in such Delay Notice, shall be deemed to have occurred commencing as of the Additional Premises to expiration of the Grace Period. The remedy set forth in this Section 6 for a Tenant under the Amendment); provided that, if there Delay shall be a delay in substantial completion the sole remedy of Landlord for such Tenant Delay. 6.2. If the Term of the Lease has not already commenced pursuant to the provisions of Paragraph 4 of the Lease and Substantial Completion of the Tenant Improvements as a result of: (a) Tenant’s failure to approve has been delayed on account of any item or perform any other obligation in accordance with and by the date specified in the Work Schedule; (b) Tenant’s request for materialsTenant Delays, finishes or installations other than those readily available, whether or not approved by Landlord or reflected in the Tenant Improvement Plans; (c) Tenant’s changes in the Tenant Improvement Plans after Tenant approves the Tenant Improvement Plans; (d) Tenant’s request to deviate from the Standards for the Building; or (e) Tenant’s failure to timely make any payment due from Tenant under this Work Letter Agreement or the Lease; then, as provided for in the Lease, the commencement of the Term shall be accelerated by the number of days of such delay. The Tenant Improvements shall be deemed substantially complete notwithstanding the fact that minor items then upon actual Substantial Completion of the Tenant Improvements (such as construction, mechanical adjustments, or decorations) which do not materially interfere with Tenant’s use defined in Paragraph 4 of the Additional Premises remain Lease), Landlord shall notify Tenant in writing of the date Substantial Completion of the Tenant Improvements would have occurred but for such Tenant Delays, and such date shall thereafter be deemed to be performed the Commencement Date for all purposes under the Lease. Tenant shall pay to Landlord, within three (items normally referred to as “punch list” items3) business days after receipt of such written notice (which notice shall include a summary of Tenant Delays), which items Landlord shall promptly complete the per diem Base Rent times the number of days between the date the Commencement Date would have otherwise occurred but for the Tenant Delays (as determined by the Space Planner or correct. This FIRST AMENDMENT TO AMENDED AND RESTATED OFFICE LEASE (this “Amendment”), dated as of April 20, 2005, is by and between AC-CATALINA LANDING LLC, a Delaware limited liability company (“Landlord”’s contractor), and OMP, INCthe date of actual Substantial Completion of the Tenant Improvements., a Delaware corporation, as successor-in-interest to Obagi Medical Products, Inc. (“Tenant”).

COMPLETION AND RENTAL COMMENCEMENT DATE. The Term of A. Tenant's obligation to pay Rent under the Lease applicable to the Additional Premises, and Tenant’s obligation for the payment of rent for the Additional Premises under the Amendment, shall commence on the “Additional Premises Commencement Date”, which shall be applicable date described in Paragraph 2 of the earlier of: (Lease. However: i) If Tenant delays in preparing or approving the date on which Space Plans or the Tenant first conducts any business from all Plans, or part fails to approve the estimate of the Additional Premises; or (ii) the date on which cost of the Tenant Improvements have been substantially completed as determined or any other matter requiring Tenant's approval, or to pay the excess cost of Tenant Improvements, in each case within the time limits specified herein; or ii) If the construction period is extended because Tenant requests any changes in construction, or modifies the approved Plans or if the same do not comply with applicable Regulations; or iii) If Landlord is otherwise delayed in the construction of the Tenant Improvements for any act or omission of or breach by a certificate from Landlord’s architect (Tenant or anyone performing services on behalf of Tenant or on account of any work performed on the earlier Premises by Tenant or Tenant's contractors or agents, then the date described in Paragraph 2 of which dates the Lease shall be deemed to be accelerated by the date on which Landlord has tendered possession total number of days of Tenant delays described in (a) through (c) above (each, a "Tenant Delay"), calculated in accordance with the provisions of Paragraph 6.B. below. B. If the Term of the Additional Premises Lease has not already commenced pursuant to Tenant under the Amendment); provided that, if there shall be a delay in provisions of Paragraph 2 of the Lease and substantial completion of the Tenant Improvements has been delayed on account of any Tenant Delays, then upon actual substantial completion of the Tenant Improvements (as a result of: (a) Tenant’s failure to approve any item or perform any other obligation defined in accordance with and by Paragraph 2 of the Lease), Landlord shall notify Tenant in writing of the date specified in the Work Schedule; (b) Tenant’s request for materials, finishes or installations other than those readily available, whether or not approved by Landlord or reflected in substantial completion of the Tenant Improvement Plans; (c) Tenant’s changes in Improvements would have occurred but for such Tenant Delays, and such date shall thereafter be deemed to be the Tenant Improvement Plans after Tenant approves the Tenant Improvement Plans; (d) Tenant’s request to deviate from the Standards Term Commencement Date for the Building; or (e) Tenant’s failure to timely make any payment due from Tenant all purposes under this Work Letter Agreement or the Lease; then. Tenant shall pay to Landlord, as provided for in the Leasewithin three (3) business days after receipt of such written notice (which notice shall include a summary of Tenant Delays), the commencement of the Term shall be accelerated by per diem Base Rent times the number of days between the date the Term Commencement Date would have otherwise occurred but for the Tenant Delays (as determined by the Space Planner or Landlord's contractor), and the date of actual substantial completion of the Tenant Improvements. C. Promptly after substantial completion of the Tenant Improvements, Landlord shall give notice to Tenant and Tenant shall conduct an inspection of the Premises with a representative of Landlord and develop with such delay. The Tenant Improvements shall be deemed substantially complete notwithstanding the fact that minor representative of Landlord a punchlist of items of the Tenant Improvements (that are not complete or that require corrections. Upon receipt of such as constructionpunchlist, mechanical adjustments, or decorations) which do not materially interfere with Tenant’s use Landlord shall proceed diligently to remedy such items at Landlord's cost and expense provided such items are part of the Additional Premises remain Tenant Improvements to be performed constructed by Landlord hereunder and are otherwise consistent with Landlord's obligations under this Improvement Agreement and provided Tenant has fully paid Landlord for the cost of the Tenant Improvements exceeding the Tenant Improvement Allowance (items normally referred with any dispute between Landlord and Tenant pertaining thereto to as “punch list” itemsbe resolved by the Space Planner or Landlord's general contractor), which items Landlord . Substantial completion shall promptly complete or correct. This FIRST AMENDMENT TO AMENDED AND RESTATED OFFICE LEASE (not be delayed notwithstanding delivery of any such punchlist. D. A default under this “Amendment”), dated as of April 20, 2005, is by and between AC-CATALINA LANDING LLC, Improvement Agreement shall constitute a Delaware limited liability company (“Landlord”)default under the Lease, and OMP, INC., the parties shall be entitled to all rights and remedies under the Lease in the event of a Delaware corporation, as successor-in-interest to Obagi Medical Products, Inc. default hereunder by the other party (“Tenant”notwithstanding that the Term thereof has not commenced).

COMPLETION AND RENTAL COMMENCEMENT DATE. The commencement of the Term of the Lease applicable to the Additional Premises, and Tenant’s 's obligation for the payment of rent for the Additional Premises Fixed Rent under the Amendment, Lease shall commence on the “Additional Premises dates specified in the Lease. At any time after the Commencement Date”, which the Tenant Allowance shall be paid by Landlord (x) to Tenant to reimburse Tenant for amounts theretofore paid to Tenant's vendors, suppliers or contractors upon receipt of paid invoices, or (y) directly to Tenant's vendors, suppliers or contractors, promptly upon Landlord's receipt of invoices for the earlier of: cost of the work delivered by Tenant to Landlord for payment to such vendors, suppliers or contractors together with a letter (a "Direction of Payment Letter") authorizing and directing Landlord to pay such invoices, and, provided that whether Landlord shall reimburse Tenant pursuant to clause (x) or shall pay Tenant's vendors, suppliers or contractors pursuant to clause (y), Landlord shall have received (a) a certificate signed by Tenant and Tenant's Architect setting forth (i) that the date sum then requested was paid or is owed by Tenant and was or is due to contractors, subcontractors, materialmen, engineers and other persons who have rendered services or furnished materials in connection with work on which the Tenant first conducts any business from Work, (ii) a complete description of such services and materials and the amounts paid or to be paid to each of such persons in respect thereof, (iii) that the work described in the certificate has been completed substantially in accordance with the Tenant Work Plans and (iv) the amount of all or previous payments made by Landlord hereunder with respect to Tenant Work and that no part of the Additional Premises; sums being requested were part of a prior request for which payment was made, (b) paid receipts or such other proof of payment as Landlord shall reasonably require for all such work completed (iiother than that which is the subject of the then pending disbursement in the event Landlord is paying Tenant's vendors, suppliers or contractors directly) and (c) lien waivers satisfactory to Landlord executed by any contractors or subcontractors furnishing labor or supplying materials in connection with such work with respect to all portions thereof previously completed (other than that which is the date subject of the then pending disbursement in the event Landlord is paying Tenant's vendors, suppliers or contractors directly). Landlord shall reimburse Tenant or pay such invoices on which behalf of Tenant within thirty (30) days after Landlord's receipt of a written request for reimbursement from Tenant or Direction of Payment Letter and shall debit the Tenant Improvements have been substantially completed as determined by Allowance therefor, provided further, however, that (x) Tenant shall not submit a certificate from Landlord’s architect request for reimbursement or a Direction of Payment Letter more than once per calendar month, (the earlier of which dates shall be deemed y) an amount equal to be the date on which Landlord has tendered possession of the Additional Premises to Tenant under the Amendment); provided that, if there shall be a delay in substantial completion 10% of the Tenant Improvements as a result of: (a) Tenant’s failure to approve any item or perform any other obligation in accordance with and by the date specified in the Work Schedule; (b) Tenant’s request for materials, finishes or installations other than those readily available, whether or not approved Allowance shall be held back by Landlord or reflected in the until Tenant Improvement Plans; (c) Tenant’s changes in the Tenant Improvement Plans after Tenant approves the Tenant Improvement Plans; (d) Tenant’s request to deviate from the Standards for the Building; or (e) Tenant’s failure to timely make any payment due from Tenant under this Work Letter Agreement or the Lease; then, as provided for in the Lease, the commencement has complied with all of the Term shall be accelerated by the number of days of such delay. The Tenant Improvements shall be deemed substantially complete notwithstanding the fact that minor items of the Tenant Improvements (such as construction, mechanical adjustments, or decorations) which do not materially interfere with Tenant’s use of the Additional Premises remain to be performed (items normally referred to as “punch list” items), which items Landlord shall promptly complete or correct. This FIRST AMENDMENT TO AMENDED AND RESTATED OFFICE LEASE (this “Amendment”), dated as of April 20, 2005, is by and between AC-CATALINA LANDING LLC, a Delaware limited liability company (“Landlord”), and OMP, INCits obligations., a Delaware corporation, as successor-in-interest to Obagi Medical Products, Inc. (“Tenant”).

COMPLETION AND RENTAL COMMENCEMENT DATE. The Term of A. Tenant's obligation to pay Rent under the Lease applicable to the Additional Premises, and Tenant’s obligation for the payment of rent for the Additional Premises under the Amendment, shall commence on the “Additional Premises Commencement Date”, which shall be the earlier of: (i) the date on which the Tenant first conducts any business from all or part applicable described in Paragraph 2 of the Additional Premises; Lease, however: (1) If Tenant delays in preparing or (ii) approving the date on which Space Plans or the Plans, or fails to approve the estimate of the cost of the Tenant Improvements have been substantially completed as determined or any other matter requiring Tenant's approval, or to pay the excess cost of Tenant Improvements, in each case within the time limits specified herein; or (2) If the construction period is extended because Tenant requests any changes in construction, or modifies the approved Plans or if the same do not comply with applicable Regulations; or (3) If Landlord is otherwise delayed in the construction of the Tenant Improvements for any act or omission of or breach by a certificate from Landlord’s architect (Tenant or anyone performing services on behalf of Tenant or on account of any work performed on the earlier Premises by Tenant or Tenant's contractors or agents, then the date described in Paragraph 2 of which dates the Lease shall be deemed to be accelerated by the date on which Landlord has tendered possession total number of days of Tenant delays described in (a) through (c) above (each, a "Tenant Delay"), calculated in accordance with the provisions of Paragraph 6. B below. B. If the Term of the Additional Premises Lease has not already commenced pursuant to Tenant under the Amendment); provided that, if there shall be a delay in provisions of Paragraph 2 of the Lease and substantial completion of the Tenant Improvements has been delayed on account of any Tenant Delays, then upon actual substantial completion of the Tenant Improvements (as a result of: (a) Tenant’s failure to approve any item or perform any other obligation defined in accordance with and by Paragraph 2 of the Lease), Landlord shall notify Tenant in writing of the date specified in the Work Schedule; (b) Tenant’s request for materials, finishes or installations other than those readily available, whether or not approved by Landlord or reflected in substantial completion of the Tenant Improvement Plans; (c) Tenant’s changes in Improvements would have occurred by for such Tenant Delays, and such date shall thereafter be deemed to be the Tenant Improvement Plans after Tenant approves the Tenant Improvement Plans; (d) Tenant’s request to deviate from the Standards Term Commencement Date for the Building; or (e) Tenant’s failure to timely make any payment due from Tenant all purposes under this Work Letter Agreement or the Lease; then. Tenant shall pay to Landlord, as provided for in the Leasewithin five (5) business days after receipt of such written notice (which notice shall include a summary of Tenant Delays), the commencement of the Term shall be accelerated by per diem Base Rent times the number of days between the date the Term Commencement Date would have otherwise occurred but for the Tenant Delays (as determined by Landlord's written documentating describing Tenant Delays), and the date of actual substantial completion of the Tenant Improvements. C. Promptly after substantial completion of the Tenant Improvements, Landlord shall give notice to Tenant and Tenant shall conduct an inspection of the Premises with a representative of Landlord and develop with such delay. The Tenant Improvements shall be deemed substantially complete notwithstanding the fact that minor representative of Landlord a punchlist of items of the Tenant Improvements (that are not complete or that require corrections. Upon receipt of such as construction, mechanical adjustments, or decorations) which do not materially interfere with Tenant’s use punchlist. Landlord shall proceed diligently to remedy such items at Landlord's cost and expense provided such items are part of the Additional Premises remain Tenant Improvements to be performed constructed by the Landlord hereunder and are otherwise consistent with Landlord's obligations under this Improvement Agreement and provided Tenant has fully paid Landlord for the cost of the Tenant Improvements exceeding the Tenant Improvement Allowance (items normally referred with any dispute between Landlord and Tenant pertaining thereto to as “punch list” itemsbe resolved by the Space Planner or Landlord's general contracts submitting to binding arbitration conducted and determined in San Diego County according to the prevailing rules of the American Arbitration Association for arbitration of commercial disputes), which items Landlord . Substantial completion shall promptly complete or correct. This FIRST AMENDMENT TO AMENDED AND RESTATED OFFICE LEASE (not be delayed notwithstanding delivery of any such punchlist. D. A default under this “Amendment”), dated as of April 20, 2005, is by and between AC-CATALINA LANDING LLC, Improvement Agreement shall constitute a Delaware limited liability company (“Landlord”)default under the Lease, and OMP, INC., the parties shall be entitled to all rights and remedies under the Lease in the event of a Delaware corporation, as successor-in-interest to Obagi Medical Products, Inc. default hereunder by the other party (“Tenant”notwithstanding that the Term thereof has not commenced).

COMPLETION AND RENTAL COMMENCEMENT DATE. The Term of A. Tenant's obligation to pay Rent under the Lease applicable to the Additional Premises, and Tenant’s obligation for the payment of rent for the Additional Premises under the Amendment, shall commence on the “Additional Premises Commencement Date”, which shall be the earlier of: (i) the applicable date on which the Tenant first conducts any business from all or part described in Paragraph 2 of the Additional Premises; Lease, however: (1) If Tenant delays in preparing or (ii) approving the date on which Space Plans or the Plans, or fails to approve the estimate of the cost of the Tenant Improvements have been substantially completed as determined or any other matter requiring Tenant's approval, or to pay the excess cost of Tenant Improvements, in each case within the time limits specified herein; or (2) If the construction period is extended because Tenant requests any changes in construction, or modifies the approved Plans or if the same do not comply with applicable Regulations; or (3) If Landlord is otherwise delayed in the construction of the Tenant Improvements for any act or omission of or breach by a certificate from Landlord’s architect (Tenant or anyone performing services on behalf of Tenant or on account of any work performed on the earlier Premises by Tenant or Tenant's contractors or agents, then the date described in Paragraph 2 of which dates the Lease shall be deemed to be accelerated by the date on which Landlord has tendered possession total number of days of Tenant delays described in (a) through (c) above (each, a "TENANT DELAY"), calculated in accordance with the provisions of Paragraph 6.B below. B. If the Term of the Additional Premises Lease has not already commenced pursuant to Tenant under the Amendment); provided that, if there shall be a delay in provisions of Paragraph 2 of the Lease and substantial completion of the Tenant Improvements as a result of: (a) Tenant’s failure to approve has been delayed on account of any item or perform any other obligation in accordance with and by the date specified in the Work Schedule; (b) Tenant’s request for materialsTenant Delays, finishes or installations other than those readily available, whether or not approved by Landlord or reflected in the Tenant Improvement Plans; (c) Tenant’s changes in the Tenant Improvement Plans after Tenant approves the Tenant Improvement Plans; (d) Tenant’s request to deviate from the Standards for the Building; or (e) Tenant’s failure to timely make any payment due from Tenant under this Work Letter Agreement or the Lease; then, as provided for in the Lease, the commencement of the Term shall be accelerated by the number of days of such delay. The Tenant Improvements shall be deemed substantially complete notwithstanding the fact that minor items then upon actual substantial completion of the Tenant Improvements (such as construction, mechanical adjustments, or decorations) which do not materially interfere with Tenant’s use defined in Paragraph 2 of the Additional Premises remain Lease), Landlord shall notify Tenant in writing of the date substantial completion of the Tenant Improvements would have occurred but for such Tenant Delays, and such date shall thereafter be deemed to be performed the Term Commencement Date for all purposes under the Lease. Tenant shall pay to Landlord, within five (items normally referred to as “punch list” items5) business days after receipt of such written notice (which notice shall include a summary of Tenant Delays), which items Landlord shall promptly complete or correct. This FIRST AMENDMENT TO AMENDED AND RESTATED OFFICE LEASE (this “Amendment”), dated as of April 20, 2005, is by and between AC-CATALINA LANDING LLC, a Delaware limited liability company (“Landlord”), and OMP, INC., a Delaware corporation, as successor-in-interest to Obagi Medical Products, Inc. (“Tenant”).the per diem Base Rent times

COMPLETION AND RENTAL COMMENCEMENT DATE. The Term of the Lease applicable to the Additional PremisesTerm, and Tenant’s 's obligation for the payment of rent for the Additional Premises under the AmendmentLease, shall commence on the “Additional Premises Commencement Date”, which shall be the earlier of: (i) the date on which the Tenant first conducts any business from all or part of the Additional Premises; or (ii) the first (1st) Monday after the date on which the Tenant Improvements have been substantially completed as determined by a certificate from Landlord’s 's architect (the earlier of which dates shall be deemed to be the date on which Landlord has tendered possession of the Additional Premises to Tenant under the AmendmentLease); provided thatthat the Term shall not commence under Clause (ii), above, unless Tenant has been provided with the opportunity to access the Premises during the final fourteen (14) days of construction of the Tenant Improvements in order for Tenant to install its telephone system, data cabling and built-in furniture and provided further that if there shall be a delay in substantial completion of the Tenant Improvements as a result of: (a) Tenant’s 's failure to approve any item or perform any other obligation in accordance with and by the date specified in the Work Schedule; (b) Tenant’s 's request for materials, finishes or installations other than those readily available, whether or not approved by Landlord or reflected in the Tenant Improvement Plans; (c) Tenant’s 's changes in the Tenant Improvement Plans after Tenant approves the Tenant Improvement Plans; (d) Tenant’s 's request to deviate from the Standards for the Building, including any deviation in materials, finishes or installations from the Building Standards, but not including any deviation reflected in the Tenant Improvement Plans; or (e) Tenant’s 's failure to timely make any payment due from Tenant under this Work Letter Agreement or the Lease; then, as provided for in the Lease, the commencement of the Term shall be accelerated by the number of days of such delay. The Tenant Improvements shall be deemed substantially complete notwithstanding the fact that minor items of the Tenant Improvements (such as construction, mechanical adjustments, or decorations) which do not materially interfere with Tenant’s 's use of the Additional Premises remain to be performed (items normally referred to as “"punch list” " items), which items Landlord shall promptly complete or correct. This FIRST AMENDMENT TO AMENDED AND RESTATED OFFICE EXHIBIT "D" NOTICE OF LEASE (this “Amendment”)TERM DATES To: Date: , dated as of April 20, 2005, is by and between AC-CATALINA LANDING LLC, a Delaware limited liability company (“Landlord”), and OMP, INC., a Delaware corporation, as successor-in-interest to Obagi Medical Products, Inc. (“Tenant”).199 ------------------------------ ---------------- -- ------------------------------ ------------------------------

COMPLETION AND RENTAL COMMENCEMENT DATE. The Term of the Lease applicable Notwithstanding anything to the Additional Premises--------------------------------------- contrary contained in the Lease, and Tenant’s 's obligation for the payment of rent for the Base Monthly Rent and Additional Premises Rent under the Amendment, Lease shall commence on the “Additional Premises Commencement Date”, which shall be the earlier of: two (i2) the date on which the weeks after Tenant first conducts any business receives notice from all or part of the Additional Premises; or (ii) the date on which the Tenant Improvements have been Landlord that it has substantially completed the Renovation Improvements, subject only to the completion of punch list items as determined by Landlord and Tenant, and the City of Alameda has issued a certificate from Landlord’s architect (temporary Certificate of Occupancy which permits Tenant to legally occupy that portion of the earlier Premises and to commence the operation of which dates its business thereon. If Landlord shall be deemed to be the date on which Landlord has tendered possession delayed in substantially completing any portion of the Additional Premises to Tenant under the Amendment); provided that, if there shall be a delay in substantial completion of the Tenant Renovation Improvements as a result of: (a) a. Tenant’s 's failure to approve any item or perform any other obligation comply with the schedule set forth in accordance with Paragraph 6 above; b. Tenant's changes to drawings and by specifications after approval thereof pursuant to Paragraph 3(c) above; c. Changes in the date Renovation Improvements at Tenant's request after commencement of construction in the amount of time of delay specified in the Work Schedulechange order approved by Tenant; (b) d. Hindrance or disruption of the work of Landlord's contractor resulting from Tenant’s request for materials, finishes 's Work or installations any other than those readily available, whether or not approved by Landlord or reflected in the Tenant Improvement Plans; (c) reason under-Tenant’s changes in the Tenant Improvement Plans after Tenant approves the Tenant Improvement Plans; (d) Tenant’s request to deviate from the Standards for the Building's control; or (e) e. Cessation or termination of work in the Premises due to Tenant’s 's failure to timely make any payment pay when due from all amounts payable by Tenant under pursuant to this Work Letter Agreement or the LeaseExhibit B; then, as provided for in the Lease, then the commencement date of the Term Tenant's obligation for payment of rental shall be accelerated advanced by the number of days of such delay. The Tenant Improvements Unless otherwise noted, all time periods referred to in this Exhibit B shall be deemed substantially complete notwithstanding computed on a calendar basis with no allowable for holidays or weekends. Notwithstanding anything to the contrary contained above, Tenant's obligation for payment of rental shall not be advanced unless within a reasonable period of time after learning of the occurrence of any delay caused by Tenant or its contractors, Landlord notifies Tenant in writing of the fact that minor items such delay has occurred and the known or anticipated extent of the Tenant Improvements (any such as construction, mechanical adjustments, or decorations) which do not materially interfere with Tenant’s use of the Additional Premises remain to be performed (items normally referred to as “punch list” items), which items Landlord shall promptly complete or correct. This FIRST AMENDMENT TO AMENDED AND RESTATED OFFICE LEASE (this “Amendment”), dated as of April 20, 2005, is by and between AC-CATALINA LANDING LLC, a Delaware limited liability company (“Landlord”), and OMP, INCdelay., a Delaware corporation, as successor-in-interest to Obagi Medical Products, Inc. (“Tenant”).

COMPLETION AND RENTAL COMMENCEMENT DATE. The Term of 6.1 Tenant's obligation to pay Rent under the Lease applicable to the Additional Premises, and Tenant’s obligation for the payment of rent for the Additional Premises under the Amendment, shall commence on the “Additional Premises Scheduled Term Commencement Date”, which Date and the Scheduled Term Commencement Date shall be the earlier of: Term Commencement Date notwithstanding anything to the contrary contained in the Basic Lease Information, provided that Landlord shall have provided Tenant with full access to the premises on such date. However, Landlord Delays (ias defined below) shall extend the date on which Term Commencement Date, but only in the Tenant first conducts any business from all or part of the Additional Premises; or (ii) the date on which the Tenant Improvements have been substantially completed as determined by a certificate from Landlord’s architect (the earlier of which dates shall be deemed to be the date on which Landlord has tendered possession of the Additional Premises to Tenant under the Amendment); provided that, if there shall be a delay in event that substantial completion of the Tenant Improvements as is delayed despite Tenant's reasonable efforts to adapt and compensate for such delays. In addition, no Landlord Delays shall be deemed to have occurred unless Tenant has provided notice, in compliance with the Lease, to Landlord specifying that a result of: (a) Tenant’s failure delay shall be deemed to approve any item have occurred because of actions, inactions or perform any other obligation in accordance with and by the date circumstances specified in the Work Schedule; (b) Tenant’s request for materialsnotice in reasonable detail. If such actions, finishes inactions or installations other than those readily available, whether or circumstances are not approved cured by Landlord or reflected in the Tenant Improvement Plans; within one (c1) Tenant’s changes in the Tenant Improvement Plans business day after Tenant approves the Tenant Improvement Plans; (d) Tenant’s request to deviate from the Standards for the Building; or (e) Tenant’s failure to timely make any payment due from Tenant under this Work Letter Agreement or the Lease; then, as provided for in the Lease, the commencement of the Term shall be accelerated by the number of days receipt of such delay. The Tenant Improvements notice ("COUNT DATE"), and if such actions, inaction or circumstances otherwise qualify as a Landlord Delay, then a Landlord Delay shall be deemed substantially complete notwithstanding to have occurred commencing as of the fact Count Date. The Term Commencement Date shall be extended by one day for each day from the Count Date that minor items a Landlord Delay has occurred, as calculated as provided above. The term "Landlord Delays," as such term may be used in this Improvement Agreement, shall mean any delays in the completion of the Tenant Improvements which are due to any act or omission of Landlord, its agents or contractors. Landlord Delays shall include, but shall not be limited to: (i) delays in the giving of authorizations or approvals by Landlord, (ii) delays due to the acts or failures to act, of Landlord, its agents or contractors, where such as constructionacts or failures to act delay the completion of the Tenant Improvements, mechanical adjustmentsprovided that Tenant acts in a commercially reasonable manner to mitigate any such delay, (iii) delays due to the interference of Landlord, its agents or decorations) which do not materially interfere contractors with the completion of the Tenant Improvements or the failure or refusal of any party to permit Tenant’s , its agents and contractors, access to and use of the Additional Building or any Building facilities or services, including elevators and loading docks, which access and use are necessary to complete the Tenant Improvements, and (iv) delays due to Landlord's failure to allow Tenant sufficient access to the Building and/or the Premises remain during Tenant's move into the Premises. 6.2 Within ten (10) days after completion of construction of the Tenant Improvements, Tenant shall cause a Notice of Completion to be performed recorded in the office of the Recorder of the county in which the Building is located in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and shall furnish a copy thereof to Landlord upon such recordation. If Tenant fails to do so, Landlord may execute and file the same on behalf of Tenant as Tenant's agent for such purpose, at Tenant's sole cost and expense. At the conclusion of construction, (items normally referred i) Tenant shall cause the Space Planner and the contractor (i) to update the approved working drawings as “punch list” items)necessary to reflect all changes made to the approved working drawings during the course of construction, (ii) to certify to the best of their knowledge that the "record-set" of as-built drawings are true and correct, which items Landlord certification shall promptly complete survive the expiration or correct. This FIRST AMENDMENT TO AMENDED AND RESTATED OFFICE LEASE (this “Amendment”), dated as termination of April 20, 2005, is by and between AC-CATALINA LANDING LLC, a Delaware limited liability company (“Landlord”)the Lease, and OMP(c) to deliver to Landlord two (2) sets of copies of such record set of drawings within ninety (90) days following issuance of a certificate of occupancy for the Premises, INC., a Delaware corporation, as successor-in-interest to Obagi Medical Products, Inc. (“Tenant”).and

COMPLETION AND RENTAL COMMENCEMENT DATE. The Term If delivery of the Lease applicable to the Additional Premises, and Tenant’s obligation for the payment of rent for the Additional Premises under the Amendment, shall commence on the “Additional Premises Commencement Date”, which shall be the earlier of: (i) the date on which the Tenant first conducts any business from all or part of the Additional Premises; or (ii) the date on which the Tenant Improvements have been substantially completed as determined by a certificate from Landlord’s architect (the earlier of which dates shall be deemed to be the date on which Landlord has tendered possession of the Additional Premises to Tenant under the Amendment); provided that, if there shall be is delayed as a delay result of delays in substantial completion of the Tenant Improvements as a result ofimprovements to the Premises for any of the following reasons: (a) Tenant’s 's failure to approve any item or perform any other obligation furnish the information specified if Paragraph 1 hereof in accordance with and by the date specified in the Work Schedule;a timely fashion; or (b) Tenant’s 's request for substitution or additional improvements or changes in materials, finishes finished or installations other than those readily available, whether non-building standards items requiring long lead time or not approved by Landlord or reflected in the Tenant Improvement Plans;installation; or (c) Tenant’s 's changes in the Tenant Improvement Plans after Tenant approves the Tenant Improvement Plans;final drawings and specifications; or (d) A delay in performance of building standard work as a result of Tenant’s request 's failure to deviate from approve written estimates of the Standards for the Buildingcost of non- building work in accordance with Paragraph 3 hereof; or (e) Tenant’s 's failure to timely make any payment due from Tenant under this Work Letter Agreement or the Lease; payments required to be made by Tenant, pursuant to Paragraph 3 hereof, then, as provided Tenant shall pay to Landlord one day's pro rata Base Rent for each day Tenant causes delay in delivery of possession beyond the Lease, the commencement of the Term shall be accelerated Commencement Date and one day's pro rata Base Rent for each day caused for by the number of days impact of such delay. The Tenant Improvements In no event shall the expiration date of the Lease be excluded. If Landlord shall be deemed substantially complete notwithstanding obstructed or delayed in the fact that minor items commencement of completion of the Tenant Improvements (such as constructionwork by flood or inclement weather, mechanical adjustmentsfire, earthquake, acts of God, war, strike, picketing, boycott or decorations) which do not materially interfere with Tenant’s use lockouts, governmental or legal intervention or other causes beyond the control of Landlord, then the date for delivering possessions and/or for completion of the Additional Premises remain work, as the case may be, shall be extended for that period of time necessary to be performed (items normally referred to as “punch list” items), which items make up for the construction time loss for reason of any or all of the causes aforesaid and Landlord shall promptly complete or correcthave no liability of any kind whatsoever to Tenant as a result of such delay. This FIRST AMENDMENT TO AMENDED AND RESTATED OFFICE LEASE (this “Amendment”)If the foregoing correctly sets forth our understanding, dated as kindly execute and return one of April 20, 2005, is by and between AC-CATALINA LANDING LLC, a Delaware limited liability company (“Landlord”), and OMP, INCthe enclosed copies hereof., a Delaware corporation, as successor-in-interest to Obagi Medical Products, Inc. (“Tenant”).

COMPLETION AND RENTAL COMMENCEMENT DATE. The Term of A. Tenant's obligation to pay Rent under the Lease applicable to the Additional Premises, and Tenant’s obligation for the payment of rent for the Additional Premises under the Amendment, shall commence on the “Additional Premises Commencement Date”, which shall be the earlier of: (i) the applicable date on which the Tenant first conducts any business from all or part described in Paragraph 2 of the Additional Premises; Lease. However: (1) If Tenant delays in preparing or (ii) approving the date on which Space Plans or the Plans, or fails to approve the estimate of the cost of the Tenant Improvements have been substantially completed as determined or any other matter requiring Tenant's approval, or to pay the excess cost of Tenant Improvements, in each case within the time limits specified herein; or (2) If the construction period is extended because Tenant requests any changes in construction, or modifies the approved Plans or if the same do not comply with applicable Regulations; or (3) If Landlord is otherwise delayed in the construction of the Tenant Improvements for any act or omission of or breach by a certificate from Landlord’s architect (Tenant or anyone performing services on behalf of Tenant or on account of any work performed on the earlier Premises by Tenant or Tenant's contractors or agents, then the date described in Paragraph 2 of which dates the Lease shall be deemed to be accelerated by the date on which Landlord has tendered possession total number of days of Tenant delays described in (a) through (c) above (each, a "TENANT DELAY"), calculated in accordance with the provisions of Paragraph 6.2 below. A. If the Term of the Additional Premises Lease has not already commenced pursuant to Tenant under the Amendment); provided that, if there shall be a delay in provisions of Paragraph 2 of the Lease and substantial completion of the Tenant Improvements has been delayed on account of any Tenant Delays, then upon actual substantial completion of the Tenant Improvements (as a result of: (a) Tenant’s failure to approve any item or perform any other obligation defined in accordance with and by Paragraph 2 of the Lease), Landlord shall notify Tenant in writing of the date specified in the Work Schedule; (b) Tenant’s request for materials, finishes or installations other than those readily available, whether or not approved by Landlord or reflected in substantial completion of the Tenant Improvement Plans; (c) Tenant’s changes in Improvements would have occurred but for such Tenant Delays, and such date shall thereafter be deemed to be the Tenant Improvement Plans after Tenant approves the Tenant Improvement Plans; (d) Tenant’s request to deviate from the Standards Term Commencement Date for the Building; or (e) Tenant’s failure to timely make any payment due from Tenant all purposes under this Work Letter Agreement or the Lease; then. Tenant shall pay to Landlord, as provided for in the Leasewithin three (3) business days after receipt of such written notice (which notice shall include a summary of Tenant Delays), the commencement of the Term shall be accelerated by per diem Base Rent times the number of days between the date the Term Commencement Date would have otherwise occurred but for the Tenant Delays (as determined by the Space Planner or Landlord's contractor), and the date of actual substantial completion of the Tenant Improvements. B. Promptly after substantial completion of the Tenant Improvements, Landlord shall give notice to Tenant and Tenant shall conduct an inspection of the Premises with a representative of Landlord and develop with such delay. The Tenant Improvements shall be deemed substantially complete notwithstanding the fact that minor representative of Landlord a punchlist of items of the Tenant Improvements (that are not complete or that require corrections. Upon receipt of such as constructionpunchlist, mechanical adjustments, or decorations) which do not materially interfere with Tenant’s use Landlord shall proceed diligently to remedy such items at Landlord's cost and expense provided such items are part of the Additional Premises remain Tenant Improvements to be performed constructed by Landlord hereunder and are otherwise consistent with Landlord's obligations under this Improvement Agreement and provided Tenant has fully paid Landlord for the cost of the Tenant Improvements exceeding the Tenant Improvement Allowance (items normally referred with any dispute between Landlord and Tenant pertaining thereto to as “punch list” itemsbe resolved by the PROJECT ARCHITECT ), which items Landlord . Substantial completion shall promptly complete or correctnot be delayed notwithstanding delivery of any such punchlist. This FIRST AMENDMENT TENANT MUST PROMPTLY PAY LANDLORD FOR THE FINAX 0% XX THE EXCESS TENANT IMPROVEMENT COSTS UPON COMPLETION OF THE PUNCHLIST TO AMENDED AND RESTATED OFFICE LEASE (THE SATISFACTION OF THE PROJECT ARCHITECT. C. A default under this “Amendment”), dated as of April 20, 2005, is by and between AC-CATALINA LANDING LLC, Improvement Agreement shall constitute a Delaware limited liability company (“Landlord”)default under the Lease, and OMP, INC., the parties shall be entitled to all rights and remedies under the Lease in the event of a Delaware corporation, as successor-in-interest to Obagi Medical Products, Inc. default hereunder by the other party (“Tenant”notwithstanding that the Term thereof has not commenced).

COMPLETION AND RENTAL COMMENCEMENT DATE. The Term of 6.1 Tenant's obligation to pay Rent under the Lease applicable to the Additional Premises, and Tenant’s obligation for the payment of rent for the Additional Premises under the Amendment, shall commence on the “Additional Premises Scheduled Term Commencement Date”, which Date and the Scheduled Term Commencement Date shall be the earlier of: Term Commencement Date notwithstanding anything to the contrary contained in the Basic Lease Information, provided that Landlord shall have provided Tenant with full access to the premises on such date. However, Landlord Delays (ias defined below) shall extend the date on which Term Commencement Date, but only in the Tenant first conducts any business from all or part of the Additional Premises; or (ii) the date on which the Tenant Improvements have been substantially completed as determined by a certificate from Landlord’s architect (the earlier of which dates shall be deemed to be the date on which Landlord has tendered possession of the Additional Premises to Tenant under the Amendment); provided that, if there shall be a delay in event that substantial completion of the Tenant Improvements as is delayed despite Tenant's reasonable efforts to adapt and compensate for such delays. In addition, no Landlord Delays shall be deemed to have occurred unless Tenant has provided notice, in compliance with the Lease, to Landlord specifying that a result of: (a) Tenant’s failure delay shall be deemed to approve any item have occurred because of actions, inactions or perform any other obligation in accordance with and by the date circumstances specified in the Work Schedule; (b) Tenant’s request for materialsnotice in reasonable detail. If such actions, finishes inactions or installations other than those readily available, whether or circumstances are not approved cured by Landlord or reflected in the Tenant Improvement Plans; within one (c1) Tenant’s changes in the Tenant Improvement Plans business day after Tenant approves the Tenant Improvement Plans; (d) Tenant’s request to deviate from the Standards for the Building; or (e) Tenant’s failure to timely make any payment due from Tenant under this Work Letter Agreement or the Lease; then, as provided for in the Lease, the commencement of the Term shall be accelerated by the number of days receipt of such delay. The Tenant Improvements notice ("COUNT DATE"), and if such actions, inaction or circumstances otherwise qualify as a Landlord Delay, then a Landlord Delay shall be deemed substantially complete notwithstanding to have occurred commencing as of the fact Count Date. The Term Commencement Date shall be extended by one day for each day from the Count Date that minor items a Landlord Delay has occurred, as calculated as provided above. The term "Landlord Delays," as such term may be used in this Improvement Agreement, shall mean any delays in the completion of the Tenant Improvements which are due to any act or omission of Landlord, its agents or contractors. Landlord Delays shall include, but shall not be limited to: (i) delays in the giving of authorizations or approvals by Landlord, (ii) delays due to the acts or failures to act, of Landlord, its agents or contractors, where such as constructionacts or failures to act delay the completion of the Tenant Improvements, mechanical adjustmentsprovided that Tenant acts in a commercially reasonable manner to mitigate any such delay, (iii) delays due to the interference of Landlord, its agents or decorations) which do not materially interfere contractors with the completion of the Tenant Improvements or the failure or refusal of any party to permit Tenant’s , its agents and contractors, access to and use of the Additional Building or any Building facilities or services, including elevators and loading docks, which access and use are necessary to complete the Tenant Improvements, and (iv) delays due to Landlord's failure to allow Tenant sufficient access to the Building and/or the Premises remain during Tenant's move into the Premises. 6.2 Within ten (10) days after completion of construction of the Tenant Improvements, Tenant shall cause a Notice of Completion to be performed recorded in the office of the Recorder of the county in which the Building is located in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and shall furnish a copy thereof to Landlord upon such recordation. If Tenant fails to do so, Landlord may execute and file the same on behalf of Tenant as Tenant's agent for such purpose, at Tenant's sole cost and expense. At the conclusion of construction, (items normally referred i) Tenant shall cause the Space Planner and the contractor (i) to update the approved working drawings as “punch list” items)necessary to reflect all changes made to the approved working drawings during the course of construction, (ii) to certify to the best of their knowledge that the "record-set" of as-built drawings are true and correct, which items Landlord certification shall promptly complete survive the expiration or correct. This FIRST AMENDMENT TO AMENDED AND RESTATED OFFICE LEASE (this “Amendment”), dated as termination of April 20, 2005, is by and between AC-CATALINA LANDING LLC, a Delaware limited liability company (“Landlord”)the Lease, and OMP(c) to deliver to Landlord two (2) sets of copies of such record set of drawings within ninety (90) days following issuance of a certificate of occupancy for the Premises, INCand (iii) Tenant shall deliver to Landlord a copy of all warranties, guarantees, and operating manuals and information relating to the improvements, equipment, and systems in the Premises. 6.3 A material default under this Improvement Agreement shall constitute a default under the Lease, and the parties shall be entitled to all rights and remedies under the Lease in the event of a Delaware corporation, as successor-in-interest to Obagi Medical Products, Inc. material default hereunder by the other party (“Tenant”notwithstanding that the Term thereof has not commenced).

COMPLETION AND RENTAL COMMENCEMENT DATE. The Term of 6.1. Tenant's obligation to pay Rent under the Lease applicable to the Additional Premises, and Tenant’s obligation for the payment of rent for the Additional Premises under the Amendment, shall commence on the “Additional Premises Commencement Date”, which shall be the earlier of: (i) the applicable date on which the Tenant first conducts any business from all or part described in Paragraph 2 of the Additional Premises; Lease. However: (a) If Tenant delays in preparing or (ii) approving the date on which Space Plans or the Plans, or fails to approve the estimate of the cost of the Tenant Improvements have been substantially completed as determined or any other matter requiring Tenant's approval, or to pay the excess cost of Tenant Improvements, in each case within the time limits specified herein; or (b) If the construction period is extended because Tenant requests any changes in construction, or modifies the approved Plans or if the same do not comply with applicable Regulations; or (c) If Landlord is otherwise delayed in the construction of the Tenant Improvements for any act or omission of or breach by a certificate from Landlord’s architect (Tenant or anyone performing services on behalf of Tenant or on account of any work performed on the earlier Premises by Tenant or Tenant's contractors or agents, then the date described in Paragraph 2 of which dates the Lease shall be deemed to be accelerated by the date on which Landlord has tendered possession total number of days of Tenant delays described in (a) through (c) above (each, a "Tenant Delay"), calculated in accordance with the provisions of Paragraph 6.2 below. 6.2. If the Term of the Additional Premises Lease has not already commenced pursuant to Tenant under the Amendment); provided that, if there shall be a delay in provisions of Paragraph 2 of the Lease and substantial completion of the Tenant Improvements has been delayed on account of any Tenant Delays, then upon actual substantial completion of the Tenant Improvements (as a result of: (a) Tenant’s failure to approve any item or perform any other obligation defined in accordance with and by Paragraph 2 of the Lease), Landlord shall notify Tenant in writing of the date specified in the Work Schedule; (b) Tenant’s request for materials, finishes or installations other than those readily available, whether or not approved by Landlord or reflected in substantial completion of the Tenant Improvement Plans; (c) Tenant’s changes in Improvements would have occurred but for such Tenant Delays, and such date shall thereafter be deemed to be the Tenant Improvement Plans after Tenant approves the Tenant Improvement Plans; (d) Tenant’s request to deviate from the Standards Term Commencement Date for the Building; or (e) Tenant’s failure to timely make any payment due from Tenant all purposes under this Work Letter Agreement or the Lease; then. Tenant shall pay to Landlord, as provided for in the Leasewithin three (3) business days after receipt of such written notice (which notice shall include a summary of Tenant Delays), the commencement of the Term shall be accelerated by per diem Base Rent times the number of days between the date the Term Commencement Date would have otherwise occurred but for the Tenant Delays (as determined by the Space Planner or Landlord's contractor), and the date of actual substantial completion of the Tenant Improvements. 6.3. Promptly after substantial completion of the Tenant Improvements, Landlord shall give notice to Tenant and Tenant shall conduct an inspection of the Premises with a representative of Landlord and develop with such delay. The Tenant Improvements shall be deemed substantially complete notwithstanding the fact that minor representative of Landlord a punchlist of items of the Tenant Improvements (that are not complete or that require corrections. Upon receipt of such as constructionpunchlist, mechanical adjustments, or decorations) which do not materially interfere with Tenant’s use Landlord shall proceed diligently to remedy such items at Landlord's cost and expense provided such items are part of the Additional Premises remain Tenant Improvements to be performed constructed by Landlord hereunder and are otherwise consistent with Landlord's obligations under this Improvement Agreement and provided Tenant has fully paid Landlord for the cost of the Tenant Improvements exceeding the Tenant Improvement Allowance (items normally referred with any dispute between Landlord and Tenant pertaining thereto to as “punch list” itemsbe resolved by the Space Planner or Landlord's general contractor), which items Landlord . Substantial completion shall promptly complete or correctnot be delayed notwithstanding delivery of any such punchlist. 6.4. This FIRST AMENDMENT TO AMENDED AND RESTATED OFFICE LEASE (A default under this “Amendment”), dated as of April 20, 2005, is by and between AC-CATALINA LANDING LLC, Improvement Agreement shall constitute a Delaware limited liability company (“Landlord”)default under the Lease, and OMPthe parties shall be entitled to all rights and remedies under the Lease in the event of a default hereunder by the other party (notwithstanding that the Term thereof has not commenced). SCHEDULE 1 TO EXHIBIT C BASE BUILDING WORK Xxxxxxx Properties to provide within the "warm shell" the following: Building Core 1. Lobbies installed with Xxxxxxxxx limestone and slate stone flooring, INCcarpet, maple wood cased columns and doors. Drywall finished, taped, with painted surface and wallcovering. 2. Restrooms (all floors) finished with ceramic tile flooring, a Delaware corporation4" x 4" ceramic tile on walls. 3. Stainless steel sinks with granite vanity, as successorceiling hung stainless steel restroom partitions. Hot and cold water. 4. Two painted and lit emergency exit stairwells. 5. Electrical, telephone, janitorial and mechanical rooms with doors. 6. Water source heat pump HVAC system with central tower provided for full building; distribution to Tenant Improvement and heat pump units are part of Tenant Improvement build-in-interest to Obagi Medical Products, Inc. (“Tenant”)out costs. Xxxxxxx Controls direct digital control energy management system of HVAC and lighting.

COMPLETION AND RENTAL COMMENCEMENT DATE. The Term Commencement Date of the Lease applicable to the Additional Premises, and Tenant’s obligation for the payment of rent for the Additional Premises under the Amendment, shall commence on the “Additional Premises Commencement Date”, which shall be the earlier of: (ias set forth in Section 2.01(d) the date on which the Tenant first conducts any business from all or part of the Additional Premises; or (ii) the date on which the Tenant Improvements have been substantially completed as determined Lease shall not be delayed by a certificate from Landlord’s architect (the earlier of which dates shall be deemed to be the date on which Landlord has tendered possession any of the Additional Premises to Tenant under the Amendment); provided that, if there shall be a delay in substantial completion of the Tenant Improvements as a result offollowing: (a) Tenant’s 's failure to approve any item or perform any other obligation furnish space plans and specification in accordance with and by the date specified in the Work Schedule;paragraph one hereof; or (b) Tenant’s 's request for materials, finishes finishes, or installations other than those readily available, whether or not approved by Landlord or reflected in the Tenant Improvement Plans;Building Standard items; or (c) Tenant’s 's changes in said plans and specifications after the Tenant Improvement Plans after Tenant approves the Tenant Improvement Plans;approval or submission thereof to Landlord in accordance with date specified in paragraph 1 hereof; or (d) A delay in performance of Building Standard Work as a result of Tenant’s request 's failure to deviate approve written estimates of the costs of Building Non-Standard Work or materials in accordance with paragraphs 3 or 4 hereof. RULES OF THE BUILDING 1. The sidewalks, entrances, driveways, passages, courts, elevators, vestibules, stairways, corridors or halls shall not be obstructed or encumbered by any tenant or used for any purpose other than for ingress to engress from the Standards Leased Premises and for delivery of merchandise and equipment in a prompt and efficient manner using only elevators and passageways designated for such delivery by Landlord. There shall not be used in any space, or in the public hall of the Building, either by any tenant or by jobbers or others in the delivery or receipt of merchandise, any hand trucks other than those equipped with rubber tires and sideguards. 2. The wash basins, water closets and other plumbing fixtures shall not be used for any purposes other than those for which they were designed or constructed and no sweeping, rubbish, rags, acids or other substances shall be deposited therein, and the expense of any breakage, stoppage, or damage resulting from the violation of this rule shall be borne by the tenant who, or whose agents, employees or visitors, shall have caused it. 3. No tenant shall sweep or throw or permit to be swept or thrown from the Leased Premises any dirt or other substances into any of the corridors, halls, elevators or stairways of the Building, and tenants shall not use, keep or permit to be used or kept any foul or noxious gas or substance in the Leased Premises or permit or suffer the Leased Premises to be occupied or used in a manner offensive or objectionable to Landlord or other occupants of the Building by reason of noise, odors and/or vibrations, or interfere in any way with other tenants or those having business therein, nor shall any animals or birds be kept in or about the Building. Smoking or carrying lighted tobacco products in the elevators of the Building is prohibited. Cooking in the Building is prohibited. Use of any part of the Leased Premises as a residence is prohibited. 4. No sign, advertisement, notice or other lettering shall be exhibited, inscribed, painted or affixed by any tenant on any part of the outside of the Leased Premises of the Building or an the inside of the Leased Premises without the prior consent of Landlord. In the event of the violation of the foregoing by any tenant, Landlord may remove same without any liability, and may charge the expense incurred by such removal to any tenant violating this rule. Interior signs on doors and directory tablet shall be inscribed, printed or affixed for each tenant by Landlord at the expense of such tenant, and shall be of a size, color and style acceptable to Landlord. 5. No tenant shall xxxx, paint, drill into, or in any way deface any part of the Leased Premises of the Building of which they form a part. No boring, cutting or stringing of wires shall be permitted, except with the prior consent of Landlord, and as Landlord may direct. No tenant shall lay linoleum, or other similar floor covering so that the same shall cane in direct contact with the floor of the Leased Premises, and, if linoleum or other similar floor covering is desired to be used, an interlining of builder's deadening felt shall be first affixed to the floor, by a paste or other material, soluble in water, the use of cement or other similar adhesive material being expressly prohibited. 6. Freight, furniture, business equipment, merchandise and bulky matter of any description shall be delivered to and removed from the Leased Premises only on the freight elevator and through the service entrances and corridors, and only during hours and in a manner approved by Landlord. Landlord reserves the right to inspect all freight to be brought into the Building and to exclude from the Building all freight which violates any of these Rules of the Building or the Lease of which these rules are a part. 7. Landlord reserves the right to exclude from the Building between the hours of 6 P. M. and 8 A. M. and at all hours on Saturdays, Sundays and legal holidays all persons who do not present a pass to the Building signed by Landlord. In such event, Landlord will furnish passes to persons for whom any tenant requires same in writing. Each tenant shall be responsible for all persons for whom it requests such pass and shall be liable to Landlord for all acts of such persons. 8. Landlord shall have the right to prohibit any advertising by any tenant which, in Landlord's opinion, tends to impair the reputation of the Building or its desirability as a Building for offices, and upon written notice from Landlord, tenant shall refrain from or discontinue such advertising. 9. Tenant shall not bring or permit to be brought or kept in or on the Leased Premises any inflammable, combustible or explosive fluid, material, chemical or substance, or cause or permit any odors of cooking or other processes, or any unusual or other objectionable odors to permeate in or emanate from the Leased Premises. EXHIBIT C 10. Landlord shall furnish two (2) keys for each corridor door entering the Leased Premises. Additional keys required by tenant shall be obtained from landlord at a charge by Landlord to reimburse it for the Building; or (e) Tenant’s failure cost of making and providing any such keys. All such keys shall remain the property of Landlord. No additional locks shall be permitted on any doors of the Leased Premises without Landlord's prior permission and tenant shall not make, or permit to timely make be made, any payment due from Tenant under this Work Letter Agreement or the Lease; then, as provided for in duplicate keys except those furnished by Landlord. Upon termination of the Lease, tenant shall surrender to Landlord all keys to the commencement Leased Premises and shall give to Landlord the keys to and combination of all locks for safes, safe cabinets and vault doors, if any, remaining in the Leased Premises. 11. Canvassing, peddling, soliciting and distribution of handbills or any other written materials in the Building are prohibited, and each tenant shall cooperate to prevent the same. 12. The requirements of the Term tenants under these rules will be attended to only upon application by telephone or in person at the office of the Building, followed by a written request. Employees of Landlord shall not perform any work or do anything outside of their regular duties at the direction of any tenant unless under special instructions from Landlord. Any request made by Tenants under a Lease shall be accelerated made in accordance with the terms of the Lease. 13. Landlord may waive any one or more of these Rules for the benefit of any particular tenant or tenants, but no such waiver by Landlord shall be construed as a waiver of such Rules in favor of any other tenant or tenants, nor prevent Landlord from thereafter enforcing any such Rules against any or all of the tenants of the Building. 14. These Rules of the Building are in addition to, and shall not be construed to in any way modify or amend, in whole or in part, the terms, covenants, agreements and conditions of any lease of premises in the Building. 15. Landlord reserves the right to make such other reasonable rules and regulations as in its judgment may from time to time be needed for the safety, care and cleanliness of the Building, and for the preservation of good order therein. ESTOPPEL CERTIFICATE BUILDING: Lockerbie Marketplace 000 Xxxxx Xxxxxxx Xxxxxx Xxxxxxxxxxxx, XX PREMISES: Suite 240 LEASE DATED: November 5, 1986 COMMENCEMENT DATE: January 1, 1987 EXPIRATION DATE: December 31, 0000 XXXXXXXX: Xxxxxxx Xxxxxx Associates TENANT COMPUCOM DEVELOPMENT CORPORATION The undersigned, the tenant under the above-referenced lease, certifies to (Mortgagee/Purchaser) of the above Building, that the lease, some of the terms of which are stated above, is unmodified except as indicated at the end of this certificate and is presently in full force and effect as modified; that the term thereof has commenced and full rental is now accruing thereunder; that the undersigned has accepted possession of the premises and that all improvements required by the number terms of the lease to be made by the landlord have been completed to the satisfaction of the undersigned; that rent was last paid on N/A for the period ending N/A and that no rent under the lease has been paid more than thirty (30) days in advance of such delayits due date; that the undersigned, as of this date, has no charge, lien or claim of offset under the lease or otherwise against rents or other charges due or to become due thereunder; and that there are no presently existing defaults on the part of the landlord under the lease. "TENANT" COMPUCOM DEVELOPMENT CORPORATION By: /s/ Xxxx X. Xxxxxxxx ----------------------------------------- Modifications: Signature Amended 12/01/86 _____________________________ Xxxx X. Xxxxxxxx ----------------------------------------- _____________________________ Printed Name and Office Director of Information Services _____________________________ _____________________________ EXHIBIT D [SECOND FLOOR PLAN] EXHIBIT A TENANT ESTOPPEL CERTIFICATE TO: THE AETNA CASUALTY AND SURETY COMPANY and/or its affiliates: 1. The Tenant Improvements shall be deemed substantially complete notwithstanding the fact that minor items of undersigned is the Tenant Improvements (such as constructionunder that certain Amendment of Lease dated May 26, mechanical adjustments, or decorations) which do not materially interfere with Tenant’s use of the Additional Premises remain to be performed (items normally referred to as “punch list” items), which items Landlord shall promptly complete or correct. This FIRST AMENDMENT TO AMENDED AND RESTATED OFFICE LEASE (this “Amendment”), dated as of April 20, 2005, is 1989 by and between AC-CATALINA LANDING LLCVermont Street Associates as Landlord and Compucom Communications Corporation as Tenant, a Delaware limited liability company covering those Leased Premises commonly known and designated as Xxxxx 000, 000 X. Xxxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxx 00000. 2. The Lease has not been modified, changed, altered or amended in any respect (“Landlord”)except as indicated following this sentence) and is the only Lease or agreement between the undersigned and the Landlord affecting said Leased Premises. If none, state "none." Amendments dated May 26, 1989, December 1, 1986, March 31, 1987, and OMPMay 10, INC1987. 3. The undersigned has made no agreements with Landlord or its agents or employees concerning free rent, partial rent, rebate of rental payments or any other type of rental concession (except as indicated following this sentence). If none, state "none." Six month rent abatement pursuant to Section 5.02 of the Amendment of Lease dated May 26 1989. 4. The undersigned has accepted and now occupies the leased premises, and is and has been open for business since N/A. The Lease term began N/A, and the rent for said leased premises has been paid to and including N/A. No rent has been prepaid for more than two (2) months. The fixed minimum rent being paid as above is $10,082.15 per month. The rent will increase commencing October 1, 1989 pursuant to Section 5.02 of the Amendment of Lease dated May 26, 1989. 5. The Lease is not in default and is in full force and effect. As of the date hereof, the undersigned is entitled to no credit, no free rent and no offset or deduction in rent. 6. The undersigned has received or will receive payment or credit for tenant improvement work in the total amount of $ N/A (or if other than cash, describe below). If none, state "none." None 7. The Lease does not contain and the undersigned doesn't have any outstanding options or rights of first refusal to purchase the premises or any part thereof or the real property of which the premises are a Delaware corporationpart. 8. No actions, as successorwhether voluntary or otherwise, are pending against the undersigned under the bankruptcy laws of the United States or any state thereof. 9. The undersigned acknowledges that all the interest of Landlord in and to the above-in-mentioned lease is being duly assigned to THE AETNA CASUALTY AND SURETY COMPANY or one of its affiliates hereinafter "AETNA" and that pursuant to the terms thereof all rental payments under said lease shall continue to be paid to Landlord in accordance with the terms of the lease unless and until you are otherwise notified in writing by AETNA, or its successors or assigns. It is particularly noted: (a) That under the provisions of said assignment said lease cannot be terminated (either directly or by the exercise of any option which could lead to termination) or modified in any of its terms, or consent be given to the release of any party having the liability thereon, without the prior written consent of AETNA, or its successors and assigns, and without such consent no rent may be collected or accepted more than two months in advance. (b) That the interest of the Landlord in said lease has been assigned to Obagi Medical ProductsAETNA, Inc. for the purposes specified in the assignment and AETNA, or its successors and assigns, assumes no duty, liability or obligation whatever under said lease or any extension or renewal thereof. (“Tenant”)c) Any notices sent to THE AETNA CASUALTY AND SURETY COMPANY or one of its affiliates should be sent by Registered Mail and addressed to CityPlace, Xxxxxxxx, Xxxxxxxxxxx 00000, Attention: Aetna Realty Investors, Inc. 10. This certification is made to induce THE AETNA CASUALTY AND SURETY COMPANY or one of its affiliates to make certain fundings, knowing that THE AETNA CASUALTY AND SURETY COMPANY relies upon the truth of this certification in disbursing said funds. 11. Exhibit A attached hereto is hereby incorporated by this reference. Dated this 26th day of May, 1989.

COMPLETION AND RENTAL COMMENCEMENT DATE. The Term of 4.1. Tenant's obligation to pay Rent under the Lease applicable to the Additional Premises, and Tenant’s obligation for the payment of rent for the Additional Premises under the Amendment, shall commence on the “Additional applicable date described in Paragraph 2 of the Lease. However: (a) If Tenant delays in approving any matter requiring Tenant's approval within the time limits specified herein; or (b) If the construction period is extended because Tenant requests any changes in construction or modifies the Plans or if the same do not comply with applicable Regulations; or (c) If Landlord is otherwise delayed in the construction of the Expansion Premises Commencement Date”Tenant Improvements for any act or omission of or breach by Tenant or anyone performing services on behalf of Tenant or on account of any work performed on the Expansion Premises by Tenant or Tenant's contractors or agents, which shall be the earlier of: (i) then the date on which the Tenant first conducts any business from all or part described in Paragraph 2 of the Additional Premises; or (ii) the date on which the Tenant Improvements have been substantially completed as determined by a certificate from Landlord’s architect (the earlier of which dates Lease shall be deemed to be accelerated by the date on which Landlord has tendered possession total number of days of Tenant delays described in (a) through (c) above (each, a "TENANT DELAY"), calculated in accordance with the provisions of Paragraph 4.2 below. 4.2. If the Term of the Additional Premises Lease has not already commenced pursuant to Tenant under the Amendment); provided that, if there shall be a delay in provisions of Paragraph 2 of the Lease and substantial completion of the Expansion Premises Tenant Improvements has been delayed on account of any Tenant Delays, then upon actual substantial completion of the Expansion Premises Tenant Improvements (as a result of: (a) Tenant’s failure to approve any item or perform any other obligation defined in accordance with and by Paragraph 2 of the Lease), Landlord shall notify Tenant in writing of the date specified in substantial completion of the Work Schedule; (b) Tenant’s request Expansion Premises Tenant Improvements would have occurred but for materialssuch Tenant Delays, finishes or installations other than those readily available, whether or not approved by Landlord or reflected in and such date shall thereafter be deemed to be the Tenant Improvement Plans; (c) Tenant’s changes in the Tenant Improvement Plans after Tenant approves the Tenant Improvement Plans; (d) Tenant’s request to deviate from the Standards Term Commencement Date for the Building; or (e) Tenant’s failure to timely make any payment due from Tenant all purposes under this Work Letter Agreement or the Lease; then. Tenant shall pay to Landlord, as provided for in the Leasewithin three (3) business days after receipt of such written notice (which notice shall include a summary of Tenant Delays), the commencement of the Term shall be accelerated by per diem Base Rent times the number of days of such delay. The Tenant Improvements shall be deemed substantially complete notwithstanding between the fact that minor items of date the Term Commencement Date would have otherwise occurred but for the Tenant Improvements Delays (such as construction, mechanical adjustments, or decorations) which do not materially interfere with Tenant’s use of the Additional Premises remain to be performed (items normally referred to as “punch list” items), which items Landlord shall promptly complete or correct. This FIRST AMENDMENT TO AMENDED AND RESTATED OFFICE LEASE (this “Amendment”), dated as of April 20, 2005, is determined by and between AC-CATALINA LANDING LLC, a Delaware limited liability company (“Landlord”'s contractor), and OMPthe date of actual substantial completion of the Expansion Premises Tenant Improvements. 4.3. Promptly after substantial completion of the Expansion Premises Tenant Improvements, INCLandlord shall give notice to Tenant and Tenant shall conduct an inspection of the Expansion Premises with a representative of Landlord and develop with such representative of Landlord a punchlist of items, if any, of the Expansion Premises Tenant Improvements that are not complete or that require correction. Upon receipt of such punchlist, Landlord shall proceed diligently to remedy such items at Landlord's cost and expense provided such items are part of the Expansion Premises Tenant Improvements to be constructed by Landlord hereunder and are otherwise consistent with Landlord's obligations under this Expansion Premises Improvement Agreement (with any dispute between Landlord and Tenant pertaining thereto to be resolved by Landlord's architect or general contractor). Substantial completion shall occur notwithstanding delivery of any such punchlist. 4.4. A default under this Expansion Premises Improvement Agreement shall constitute a default under the Lease, and the parties shall be entitled to all rights and remedies under the Lease in the event of a Delaware corporation, as successor-in-interest to Obagi Medical Products, Inc. default hereunder by the other party (“Tenant”notwithstanding that the Term thereof has not commenced). 4.5. Without limiting the "as-is" provisions of the Lease, except for the Expansion Premises Tenant Improvements to be constructed by Landlord pursuant to this Expansion Premises Improvement Agreement, Tenant accepts the Expansion Premises in its "as-is" condition and acknowledges that it has had an opportunity to inspect the Expansion Premises prior to signing the Lease.