Common use of Construction of Tenant Improvements Clause in Contracts

Construction of Tenant Improvements. Tenant shall install the Tenant Improvements (as described in Paragraph 2(a) below) in accordance with the terms and conditions of this Work Letter. The quantities, character and manner of installation of all of the work related to the Tenant Improvements shall be subject to the limitations imposed by any applicable governmental regulations, laws, ordinances, codes and rules. Notwithstanding the foregoing, Landlord may at Landlord’s sole election itself (with Landlord’s contractor) construct the portion of the Tenant Improvements that consist of the restrooms and related improvements that will service Building 2 (the “Restroom Improvements”), at Tenant’s cost up to a maximum amount of $322,764 (subject to Section 9(b) below), provided that (a) Landlord notifies Tenant in writing of such election prior to Tenant’s commencement of construction of the Tenant Improvements, and (b) Landlord shall use commercially reasonable efforts to not unreasonably interfere with or delay Tenant’s installation of the Tenant Improvements. If a certificate of occupancy or equivalent permit sign-off for the Premises is delayed beyond the Building 2 Scheduled Commencement Date solely as a result of Landlord’s failure to substantially complete the Restroom Improvements prior to such date, which failure does not result from Tenant Delays (as defined below) or Force Majeure, then the Building 2 Commencement Date shall be extended day for day by the number of days after the Building 2 Scheduled Commencement Date until the issuance of a certificate of occupancy or equivalent permit sign-off (but in no event shall the Building 2 Commencement Date be delayed beyond the date Tenant commences business in the Premises), provided, however, that Tenant delivers written notice to Landlord at such time as Tenant becomes aware that Landlord is in danger of causing such delay. “Tenant Delays” shall mean (i) Tenant’s delay in submittal of Tenant’s Plans and/or responses to Landlord’s comments to Tenant’s Plans beyond the time periods provided in this Work Letter, (ii) Tenant’s delay in any submittals for permits or other governmental approvals with respect to the Tenant Improvements (including without limitation the Restroom Improvements), (iii) changes in Tenant’s Plans as they relate to the Restroom Improvements after they have been submitted to governmental authorities for permits, (iv) delay in obtaining materials for reasons outside Landlord’s reasonable control, and (v) Tenant’s failure to provide reasonable access to the Premises to Landlord’s contractors to install the Restroom Improvements, or unreasonable interference with such installation by Tenant or its contractors or agents.

Construction of Tenant Improvements. Tenant Lessee understands and agrees that Lessor is currently in the process of constructing the improvements which shall install comprise the Tenant Improvements Premises. In the course of such construction, Lessor hereby agrees to construct the tenant improvements set forth in the plans and specifications attached hereto as Exhibit "B". Such plans and specifications are hereby clarified as follows: SEE EXHIBIT. Lessee has reviewed and approved all such plans and specifications. Any changes or additions made by Lessee to such plans and specifications shall be at Lessee's sole cost and expense, including a ten percent (10%) administrative payment to Lessor. Such additional payments shall be paid by Lessee to Lessor as described in Paragraph 2(afollows: (i) belowfifty percent (50%) in accordance with the terms upon approval of such change by Lessor; and conditions of this Work Letter. The quantities, character and manner of installation of all (ii) fifty percent (50%) prior to occupancy of the work related to the Tenant Improvements Premises by Lessee. All tenant improvements shall be subject to deemed substantially completed when the limitations imposed by any applicable governmental regulations, laws, ordinances, codes and rulesCity of Carpinteria issues a Certificate of Occupancy for the Premises. Notwithstanding the foregoingissuance of such Certificate, Landlord may at Landlord’s sole election itself (Lessee shall be provided with Landlord’s contractor) construct a punch list of such tenant improvements prior to the portion commencement of the Tenant Improvements that consist of the restrooms and related improvements that will service Building 2 (the “Restroom Improvements”), at Tenant’s cost up to a maximum amount of $322,764 (subject to Section 9(b) below), provided that (a) Landlord notifies Tenant in writing of such election prior to Tenant’s commencement of construction of the Tenant Improvementslease term, and (b) Landlord shall use commercially reasonable efforts to not unreasonably interfere with or delay Tenant’s installation of the Tenant Improvements. If a certificate of occupancy or equivalent permit sign-off for inspect the Premises is delayed beyond the Building 2 Scheduled Commencement Date solely as a result of Landlord’s failure to substantially complete the Restroom Improvements prior to such date, after their substantial completion. Lessee shall set forth any manner in which failure does not result from Tenant Delays (as defined below) or Force Majeure, then the Building 2 Commencement Date shall be extended day for day by the number of days after the Building 2 Scheduled Commencement Date until the issuance of a certificate of occupancy or equivalent permit sign-off (but in no event shall the Building 2 Commencement Date be delayed beyond the date Tenant commences business in the Premises), provided, however, Lessee claims that Tenant delivers written notice to Landlord at such time as Tenant becomes aware that Landlord is in danger of causing such delay. “Tenant Delays” shall mean (i) Tenant’s delay in submittal of Tenant’s Plans and/or responses to Landlord’s comments to Tenant’s Plans beyond the time periods provided in this Work Letter, (ii) Tenant’s delay in any submittals for permits or other governmental approvals with respect to the Tenant Improvements (including without limitation the Restroom Improvements), (iii) changes in Tenant’s Plans as they relate to the Restroom Improvements after they have been submitted to governmental authorities for permits, (iv) delay in obtaining materials for reasons outside Landlord’s reasonable control, and (v) Tenant’s failure to provide reasonable access to the Premises to Landlord’s contractors do not conform to install the Restroom Improvementsplans and specifications attached hereto as Exhibit "B", or unreasonable interference with as reasonably measured by the standards of finished, comparably priced industrial space in the Santa Xxxxxxx area (hereinafter the "discrepancy"). Lessor shall cure such installation by Tenant or its contractors or agentsdiscrepancies to the extent Lessor deems such discrepancies to be reasonably claimed, within thirty (30) days following commencement of the lease term. Provided however, if any such discrepancy is incapable of cure within such thirty (30)-day period, and Lessor has commenced the cure of such discrepancy within such thirty (30)-day period, this provision shall be satisfied.

Construction of Tenant Improvements. Tenant Lessee understands and agrees that Lessor is currently in the process of constructing the improvements which shall install comprise the Tenant Improvements Premises. In the course of such construction, Lessor hereby agrees to construct the tenant improvements set forth in the plans and specifications attached hereto as Exhibit "B". Such plans and specifications are hereby clarified as follows: SEE EXHIBIT "B". Lessee has reviewed and approved all such plans and specifications. Any changes or additions made by Lessee to such plans and specifications shall be at Lessee's sole cost and expense, including a ten percent (10%) administrative payment to Lessor. Such additional payments shall be paid by Lessee to Lessor as described in Paragraph 2(afollows: (i) belowfifty percent (50%) in accordance with the terms upon approval of such change by Lessor; and conditions of this Work Letter. The quantities, character and manner of installation of all (ii) fifty percent (50%) prior to occupancy of the work related to the Tenant Improvements Premises by Lessee. All tenant improvements shall be subject to deemed substantially completed when the limitations imposed by any applicable governmental regulations, laws, ordinances, codes and rulesCity of Carpinteria issues a Certificate of Occupancy for the Premises. Notwithstanding the foregoingissuance of such Certificate, Landlord may at Landlord’s sole election itself (Lessee shall be provided with Landlord’s contractor) construct a punch list of such tenant improvements prior to the portion commencement of the Tenant Improvements that consist of the restrooms and related improvements that will service Building 2 (the “Restroom Improvements”), at Tenant’s cost up to a maximum amount of $322,764 (subject to Section 9(b) below), provided that (a) Landlord notifies Tenant in writing of such election prior to Tenant’s commencement of construction of the Tenant Improvementslease term, and (b) Landlord shall use commercially reasonable efforts to not unreasonably interfere with or delay Tenant’s installation of the Tenant Improvements. If a certificate of occupancy or equivalent permit sign-off for inspect the Premises is delayed beyond the Building 2 Scheduled Commencement Date solely as a result of Landlord’s failure to substantially complete the Restroom Improvements prior to such date, after their substantial completion. Lessee shall set forth any manner in which failure does not result from Tenant Delays (as defined below) or Force Majeure, then the Building 2 Commencement Date shall be extended day for day by the number of days after the Building 2 Scheduled Commencement Date until the issuance of a certificate of occupancy or equivalent permit sign-off (but in no event shall the Building 2 Commencement Date be delayed beyond the date Tenant commences business in the Premises), provided, however, Lessee claims that Tenant delivers written notice to Landlord at such time as Tenant becomes aware that Landlord is in danger of causing such delay. “Tenant Delays” shall mean (i) Tenant’s delay in submittal of Tenant’s Plans and/or responses to Landlord’s comments to Tenant’s Plans beyond the time periods provided in this Work Letter, (ii) Tenant’s delay in any submittals for permits or other governmental approvals with respect to the Tenant Improvements (including without limitation the Restroom Improvements), (iii) changes in Tenant’s Plans as they relate to the Restroom Improvements after they have been submitted to governmental authorities for permits, (iv) delay in obtaining materials for reasons outside Landlord’s reasonable control, and (v) Tenant’s failure to provide reasonable access to the Premises to Landlord’s contractors do not conform to install the Restroom Improvementsplans and specifications attached hereto as Exhibit "B", or unreasonable interference with as reasonably measured by the standards of finished, comparably priced industrial space in the Santa Xxxxxxx area (hereinafter the "discrepancy"). Lessor shall cure such installation by Tenant or its contractors or agentsdiscrepancies to the extent Lessor deems such discrepancies to be reasonably claimed, within thirty (30) days following commencement of the lease term. Provided however, if any such discrepancy is incapable of cure within such thirty (30)-day period, and Lessor has commenced the cure of such discrepancy within such thirty (30)-day period, this provision shall be satisfied.

Construction of Tenant Improvements. All improvements not included within the scope of the Building Shell shall be deemed “Tenant Improvements.” Lessor, using the General Contractor, shall install construct the Tenant Improvements (as described and shall contribute the Tenant Improvement Allowance towards the payment of same and Lessee shall pay all costs associated with same in Paragraph 2(a) below) in accordance with the terms and conditions of this Work Letter. The quantities, character and manner of installation of all excess of the work related to the Tenant Improvements shall be subject to the limitations imposed by any applicable governmental regulations, laws, ordinances, codes and rulesImprovement Allowance. Notwithstanding the foregoing, Landlord Lessee may at Landlordselect a general contractor other than Lessor’s sole election itself (with Landlord’s contractor) General Contractor to construct the portion Tenant Improvements by giving written notice to Lessor on or before April 1, 2000, provided that (i) such general contractor has sufficient financial strength and experience in constructing first class quality improvements of the type to be constructed in the Premises to reasonably satisfy Lessor and any lender whose loan is secured by the Project or any part thereof and, (ii) Lessee agrees in such notice that the Tenant Improvements identified on Exhibit N hereto as “Early Construction Improvements” shall be constructed by Lessor’s General Contractor to facilitate construction of the balance of the Tenant Improvements by the Lessee selected general contractor (that consist the Early Construction Improvements shall retain concurrent status as Tenant Improvements, the cost of which is to be charged to the restrooms and related improvements that will service Building 2 (the “Restroom Improvements”Tenant Improvement Allowance), at Tenantand (iii) such general contractor is ready, willing and able and agrees to construct the Tenant Improvements in accordance with Lessor’s cost up General Contractor’s construction schedule, and (iv) any failure by such Lessee selected general contractor to a maximum amount of $322,764 (subject to Section 9(b) below), provided that (a) Landlord notifies construct the Tenant Improvements in writing of such election prior to Tenantaccordance with Lessor’s commencement of General Contractor’s construction of schedule shall be Lessee Delay. If Lessor’s General Contractor constructs the Tenant Improvements, and (b) Landlord or if Lessee selects a general contractor other than Lessor’s General Contractor, but Lessor’s General Contractor nonetheless contracts with Lessor to construct the “Early Construction Improvements,” in each case the contract shall use commercially reasonable efforts be a guaranteed maximum price contract based upon the successful bids of subcontractors and/or negotiated prices as provided in Section 2.04(f). The total compensation to the General Contractor under such contract shall be equal to a contractor’s fee not unreasonably interfere with or delay Tenant’s installation to exceed an amount equal to 2.5% of the Tenant Improvements. If contract (provided that a certificate of occupancy or equivalent permit sign-off contractor’s fee shall not be payable for the Premises is delayed beyond the Building 2 Scheduled Commencement Date solely as a result of Landlord’s failure change orders required due to substantially complete the Restroom Improvements prior to such date, which failure does not result from Tenant Delays (as defined below) or Force Majeure, then the Building 2 Commencement Date shall be extended day for day coordination errors caused by the number General Contractor or any of days after its subcontractors) and an amount not to exceed an amount equal to 2 1/2% of the Building 2 Scheduled Commencement Date until contract for general conditions plus an amount equal to .75% of the issuance of a certificate of occupancy or equivalent permit sign-off (but in no event shall the Building 2 Commencement Date be delayed beyond the date Tenant commences business in the Premises), provided, however, that Tenant delivers written notice to Landlord at such time as Tenant becomes aware that Landlord is in danger of causing such delay. “Tenant Delays” shall mean (i) Tenant’s delay in submittal of Tenant’s Plans and/or responses to Landlord’s comments to Tenant’s Plans beyond the time periods provided in this Work Letter, (ii) Tenant’s delay in any submittals contract for permits or other governmental approvals with respect to the Tenant Improvements (including without limitation the Restroom Improvements), (iii) changes in Tenant’s Plans as they relate to the Restroom Improvements after they have been submitted to governmental authorities for permits, (iv) delay in obtaining materials for reasons outside Landlord’s reasonable control, and (v) Tenant’s failure to provide reasonable access to the Premises to Landlord’s contractors to install the Restroom Improvements, or unreasonable interference with such installation by Tenant or its contractors or agentsinsurance.

Construction of Tenant Improvements. (a) Except as otherwise set forth herein, Landlord shall have no responsibility with respect to delivery of the Leased Premises except to (i) construct at Landlord's sole cost and expense (except as agreed to by Tenant shall install in any Change Order Memorandum of Agreement (as hereinafter defined)) in a good and workmanlike manner the Tenant Improvements in the Space Plan attached hereto as Exhibit B (as described in Paragraph 2(athe "Tenant Improvements") below) free of defects and using materials and equipment of good quality, and in accordance with all applicable laws and the terms Scope of Work and conditions preliminary plans dated October 15, 2002, incorporated herein as Exhibit B-1 ("Scope of this Work Letter. The quantitiesWork"), character and manner of installation of with the approved Plans and Specifications (as defined below) as prepared by Alliance Architecture, subject to events and delays due to causes beyond its reasonable control, (ii) deliver the Leased Premises in good, vacant, broom clean condition, with all building systems in good working order and in compliance with all laws and (ii) obtain any and all approvals and permits from the appropriate governmental authorities required for the legal occupancy of the work related to Leased Premises and the Tenant Improvements shall be subject to the limitations imposed by any applicable governmental regulations, laws, ordinances, codes and rules. Notwithstanding the foregoing, Landlord may at Landlord’s sole election itself (with Landlord’s contractor) construct the portion construction of the Tenant Improvements that consist in accordance with applicable law. Notwithstanding anything herein to the contrary, Tenant's acceptance of the restrooms Leased Premises or submission to Landlord of a written "punch list" shall not be deemed a waiver of Tenant's right to have defects in the Tenant Improvements or the Leased Premises repaired at no cost to Tenant within one year from the Commencement Date. At anytime within one year from the Commencement Date, Tenant shall give notice to Landlord whenever any such defect becomes reasonably apparent, and related improvements that will service Building 2 Landlord shall repair such defect as soon as practicable. On or before October 28, 2002, (i) Landlord shall prepare and submit to Tenant a set of plans and specifications and/or construction drawings (the “Restroom "Plans and Specifications") covering all work to be performed by Landlord in constructing and installing the Tenant Improvements”), at Tenant’s cost up to a maximum amount which shall be based on and be consistent with the Space Plan and Scope of $322,764 Work attached hereto as Exhibit B-1 and (subject to Section 9(b) below), provided that (aii) Landlord notifies shall provide Tenant in writing of such election prior to Tenant’s commencement of with a xxxx chart detailing the daily construction schedule for the construction of the Tenant Improvements, and . Tenant shall have five (b5) Landlord shall use commercially reasonable efforts to not unreasonably interfere with or delay Tenant’s installation business days after receipt of the Tenant Improvements. If a certificate of occupancy or equivalent permit sign-off for Plans and Specifications in which to review the Premises is delayed beyond the Building 2 Scheduled Commencement Date solely as a result of Landlord’s failure to substantially complete the Restroom Improvements prior to such date, which failure does not result from Tenant Delays (as defined below) or Force Majeure, then the Building 2 Commencement Date shall be extended day for day by the number of days after the Building 2 Scheduled Commencement Date until the issuance of a certificate of occupancy or equivalent permit sign-off (but in no event shall the Building 2 Commencement Date be delayed beyond the date Tenant commences business in the Premises), provided, however, that Tenant delivers written notice to Landlord at such time as Tenant becomes aware that Landlord is in danger of causing such delay. “Tenant Delays” shall mean (i) Tenant’s delay in submittal of Tenant’s Plans and/or responses to Landlord’s comments to Tenant’s Plans beyond the time periods provided in this Work Letter, (ii) Tenant’s delay in any submittals for permits or other governmental approvals with respect to the Tenant Improvements (including without limitation the Restroom Improvements), (iii) changes in Tenant’s Plans as they relate to the Restroom Improvements after they have been submitted to governmental authorities for permits, (iv) delay in obtaining materials for reasons outside Landlord’s reasonable control, and (v) Tenant’s failure to provide reasonable access to the Premises to Landlord’s contractors to install the Restroom Improvements, or unreasonable interference with such installation by Tenant or its contractors or agents.and

Construction of Tenant Improvements. Tenant 6.1 Landlord shall install cause the Tenant Improvements (as described in Paragraph 2(a) below) to be substantially completed sufficient for the issuance of a temporary certificate of occupancy for the Premises on or before the Commencement Date of the Lease in accordance with the terms and conditions of provisions set forth in this Work Letter. Landlord shall supervise the completion of such work and shall use diligent efforts to secure substantial completion of the work in accordance with the Work Schedule. The quantitiescost of such work shall be paid as provided in Section 7. 6.2 In connection with the construction of the Tenant Improvements, character Landlord and manner Tenant shall arrange for Tenant to have access to the Premises commencing approximately 75 days prior to the estimated date for substantial completion shown on the Work Schedule, in order to allow Tenant to install telephone lines and telephone systems, fiber optics, computer cabling, and related similar matters, and, on a "space ready" basis only, to commence installation of Tenant's trade fixtures. Tenant shall schedule installation of such items with Landlord and the Tenant Improvements contractor so as not to unreasonably impede, interfere with or delay the progress of construction of the Tenant Improvements; and Tenant shall perform such installation in accordance with any guidelines provided by the Tenant Improvements contractor. Delay, interference or damage arising out of Tenant's installation of such items shall constitute a Tenant Delay under Section 8. Any and all costs of installation of all of the work related to the Tenant Improvements such items shall be subject to the limitations imposed by any applicable governmental regulations, laws, ordinances, codes and rules. Notwithstanding the foregoing, Landlord may at Landlord’s sole election itself (with Landlord’s contractor) construct the portion of the Tenant Improvements that consist of the restrooms and related improvements that will service Building 2 (the “Restroom Improvements”), at Tenant’s 's sole cost up to a maximum amount of $322,764 (subject to Section 9(b) below), provided that (a) Landlord notifies Tenant in writing of such election prior to Tenant’s commencement and expense. 6.3 During the period of construction of the Tenant Improvements, and (b) Landlord shall use commercially consult with Tenant from time to time as necessary to achieve approval of certain matters and installations related to the Tenant Improvements. Such approvals shall be forthcoming from Tenant within a reasonable efforts time period as requested by Landlord, which time period shall enable Landlord to not unreasonably interfere with or delay Tenant’s installation maintain the schedule for substantial completion of the Tenant Improvements stated in the Work Schedule. Failure of Tenant to respond within such requested time period shall constitute a Tenant Delay. 6.4 During the period of construction of the Tenant Improvements, Landlord and Tenant shall meet at regular meetings occurring at least once monthly regarding the status of the construction and occurring at least once weekly during the final month of construction. If a certificate of occupancy or equivalent permit sign-off for the Premises is delayed beyond the Building 2 Scheduled Commencement Date solely as a result of Landlord’s failure to substantially complete the Restroom Improvements prior to timely, matters requiring Tenant's approval may be determined at such date, which failure does not result from Tenant Delays (as defined below) or Force Majeure, then the Building 2 Commencement Date meetings and decisions shall be extended day for day by the number of days after the Building 2 Scheduled Commencement Date until the issuance of a certificate of occupancy or equivalent permit sign-off (but in no event shall the Building 2 Commencement Date be delayed beyond the date Tenant commences business reflected in the Premises), provided, however, that Tenant delivers written notice to Landlord at minutes of such time as Tenant becomes aware that Landlord is in danger of causing such delay. “Tenant Delays” shall mean (i) Tenant’s delay in submittal of Tenant’s Plans and/or responses to Landlord’s comments to Tenant’s Plans beyond the time periods provided in this Work Letter, (ii) Tenant’s delay in any submittals for permits or other governmental approvals with respect to the Tenant Improvements (including without limitation the Restroom Improvements), (iii) changes in Tenant’s Plans as they relate to the Restroom Improvements after they have been submitted to governmental authorities for permits, (iv) delay in obtaining materials for reasons outside Landlord’s reasonable control, and (v) Tenant’s failure to provide reasonable access to the Premises to Landlord’s contractors to install the Restroom Improvements, or unreasonable interference with such installation by Tenant or its contractors or agentsmeetings.

Construction of Tenant Improvements. Following Landlord’s approval of the Final Plans, and once construction has commenced, Tenant’s contractor (selected as provided in Section 8(n)) will commence and diligently proceed with the construction of the Tenant Improvements. Tenant shall install use diligent efforts to cause its contractor to complete the Tenant Improvements in a good and workmanlike manner in accordance with the Final Plans. Landlord shall have the right to enter upon the Premises to inspect Tenant’s construction activities following reasonable advance notice Tenant. In the event of a Landlord Delay (as described hereinafter defined) which causes Tenant to be delayed in Paragraph 2(aits ability to substantially complete the Tenant Improvements and use the Premises (or portion thereof) belowfor normal business operations, and provided Tenant does not actually use the Premises (or portion thereof) as a result of such Landlord Delay, then Tenant shall be entitled to a per day rent credit for each day of a Landlord Delay equal to: (i) the rentable square footage of the effected portion of the Premises, multiplied by (ii) the Annual Rental Rate per rentable square foot, and with such product then divided by 365. Notwithstanding the foregoing, Tenant hereby acknowledges that the Tenant Improvements will be conducted in the Premises while Tenant is in occupancy thereof and paying rent under the Lease. Tenant further acknowledges that some interruptions and/or interference with Tenant’s business may occur during the course of Tenant’s completion of the Tenant Improvements, but agrees that no interruptions or inconveniences to Tenant or its business suffered as a result of Tenant’s own completion of the Tenant Improvements shall constitute an eviction of Tenant from the Premises, whether constructive or otherwise, and Tenant shall in no event be excused from paying the rent that it is scheduled to pay pursuant to the terms of the Lease, except in accordance with the terms and conditions of this Work Letter. The quantities, character and manner of installation of all of the work related to the Tenant Improvements shall be subject to the limitations imposed by any applicable governmental regulations, laws, ordinances, codes and rules. Notwithstanding the foregoing, Landlord may at Landlord’s sole election itself (with Landlord’s contractor) construct the portion of the Tenant Improvements that consist of the restrooms and related improvements that will service Building 2 (the “Restroom Improvements”), at Tenant’s cost up to a maximum amount of $322,764 (subject to Section 9(b) below), provided that (a) Landlord notifies Tenant in writing of such election prior to Tenant’s commencement of construction of the Tenant Improvements, and (b) Landlord shall use commercially reasonable efforts to not unreasonably interfere with or delay Tenant’s installation of the Tenant Improvements. If a certificate of occupancy or equivalent permit sign-off for the Premises is delayed beyond the Building 2 Scheduled Commencement Date solely as a result of Landlord’s failure to substantially complete the Restroom Improvements prior to such date, which failure does not result from Tenant Delays (as defined below) or Force Majeure, then the Building 2 Commencement Date shall be extended day for day by the number of days after the Building 2 Scheduled Commencement Date until the issuance of a certificate of occupancy or equivalent permit sign-off (but in no event shall the Building 2 Commencement Date be delayed beyond the date Tenant commences business in the Premises), provided, however, that Tenant delivers written notice to Landlord at such time as Tenant becomes aware that Landlord is in danger of causing such delay. “Tenant Delays” shall mean (i) Tenant’s delay in submittal of Tenant’s Plans and/or responses to Landlord’s comments to Tenant’s Plans beyond the time periods provided in this Work Letter, (ii) Tenant’s delay in any submittals for permits or other governmental approvals with respect to the Tenant Improvements (including without limitation the Restroom Improvements), (iii) changes in Tenant’s Plans as they relate to the Restroom Improvements after they have been submitted to governmental authorities for permits, (iv) delay in obtaining materials for reasons outside Landlord’s reasonable control, and (v) Tenant’s failure to provide reasonable access to the Premises to Landlord’s contractors to install the Restroom Improvements, or unreasonable interference with such installation by Tenant or its contractors or agentsimmediately preceding sentence.

Construction of Tenant Improvements. At Lessor's sole cost and expense, Lessor shall construct the improvements ("Tenant shall install the Tenant Improvements (as Improvements") described in Paragraph 2(a) below) in accordance with the terms that certain letter from Xxxxx X. Xxxxx & Sons, Inc. to VidaMed Inc., dated July 13, 1994, attached hereto as Exhibit "B" and conditions of this Work Letterincorporated by reference herein. The quantities, character and manner of installation of all of the work related to the Tenant Improvements shall be subject constructed in accordance with such attached plans and specifications, in a good and workmanlike manner, free of defects and using new materials and equipment of good quality and in compliance with all Applicable Law (including, without limitation, the Americans with Disabilities Act of 1990). Within thirty (30) days after the Commencement Date, Lessee shall have the right to submit a written "punchlist" to Lessor, setting forth any defective items to be corrected. Notwithstanding anything to the limitations imposed by any applicable governmental regulations, laws, ordinances, codes and rules. Notwithstanding contrary contained in this Lease or in the foregoing, Landlord may at Landlord’s sole election itself (with Landlord’s contractor) construct Lessee's acceptance of the portion Premises or submission of a "punchlist" shall not be deemed a waiver of Lessee's right to have defects in the Tenant Improvements that consist of or the restrooms and related improvements that will service Building 2 (the “Restroom Improvements”), Premises repaired at Tenant’s cost up Lessor's sole expense. Lessee shall give notice to a maximum amount of $322,764 (subject to Section 9(b) below), provided that (a) Landlord notifies Tenant in writing of Lessor whenever any such election prior to Tenant’s commencement of construction of the Tenant Improvementsdefect becomes reasonably apparent, and (b) Landlord Lessor shall use commercially reasonable efforts repair such defect as soon as practicable. Lessor also hereby assigns to not unreasonably interfere with or delay Tenant’s installation of the Tenant Improvements. If a certificate of occupancy or equivalent permit sign-off for the Premises is delayed beyond the Building 2 Scheduled Commencement Date solely as a result of Landlord’s failure to substantially complete the Restroom Improvements prior to such date, which failure does not result from Tenant Delays (as defined below) or Force Majeure, then the Building 2 Commencement Date shall be extended day for day by the number of days after the Building 2 Scheduled Commencement Date until the issuance of a certificate of occupancy or equivalent permit sign-off (but in no event shall the Building 2 Commencement Date be delayed beyond the date Tenant commences business in the Premises), provided, however, that Tenant delivers written notice to Landlord at such time as Tenant becomes aware that Landlord is in danger of causing such delay. “Tenant Delays” shall mean (i) Tenant’s delay in submittal of Tenant’s Plans and/or responses to Landlord’s comments to Tenant’s Plans beyond the time periods provided in this Work Letter, (ii) Tenant’s delay in any submittals for permits or other governmental approvals Lessee all warranties with respect to the Tenant Improvements Improvements, including, without limitation, warranties which would reduce Lessee's maintenance obligations hereunder, and shall cooperate with Lessee to enforce such warranties. LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND PROVISION CONTAINED HEREIN, AND BY THE EXECUTION OF THIS LEASE SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE PREMISES. IF THIS LEASE HAS BEEN FILLED IN, IT HAS BEEN PREPARED FOR SUBMISSION TO YOUR ATTORNEY FOR HIS APPROVAL. FURTHER, EXPERTS SHOULD BE CONSULTED TO EVALUATE THE CONDITION OF THE PROPERTY AS TO THE POSSIBLE PRESENCE OF ASBESTOS, STORAGE TANKS OR HAZARDOUS SUBSTANCES. NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION OR BY THE REAL ESTATE BROKERS(S) OR THEIR AGENTS OR EMPLOYEES AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS LEASE OR THE TRANSACTION TO WHICH IT RELATES; THE PARTIES SHALL RELAY SOLELY UPON THE ADVICE OF THEIR OWN COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE, IF THE SUBJECT PROPERTY IS LOCATED IN A STATE OTHER THAN CALIFORNIA, AN ATTORNEY FROM THE STATE WHERE THE PROPERTY IS LOCATED SHOULD BY CONSULTED. The parties hereto have executed this Lease at the place on the dates specified above to their respective signatures. Executed at_________________________ Executed at__________________________ On__________________________________ On___________________________________ By: LESSOR By: LESSEE The Xxxxx Mountain View Joint Venture ZoMed International ------------------------------------- ------------------------------------- By:_________________________________ By:__________________________________ Name Printed: Xxxxx Xxxxx Name Printed: Xxxx X. Xxxxxxx ---------------------- ----------------------- Title: Managing Joint Venturer Title: Executive Vice President ----------------------------- ------------------------------ Address: 0000 Xxxx Xxxxxxxxx Address: 000 X. Xxxxxxxxx Xxxxxxxxx --------------------------- ---------------------------- Xxxx Xxxx, XX 00000 Xxxxxxxx Xxxx, XX 00000 --------------------------- ---------------------------- Phone: (including without limitation 000) 000-0000 Phone: (000) 000-0000 --------------------------- ---------------------------- -41- EXHIBIT A --------- VidaMed, Inc., Scionex Corporation and ZoMed International do not use hazardous materials as of the Restroom Improvementssigning of the attached lease. XXXX MEDICAL SYSTEMS, INC. June 22, 1999 Xxxx Xxxxxxxx Cohesive Technology Solutions, Inc. 000 X. Xxxxxxxxx Xxxx. Xxxxx X Xxxxxxxx Xxxx, XX 00000 Subject: Extension of sublease of 000 Xxxxx Xxxxxxxxx Xxxxxxxxx, Xxxxxxxx Xxxx, XX 00000 Dear Alex, This letter shall serve as the formal agreement to extend the sublease between XXXX Medical Systems, Inc. ("Sublessor") and Computer LANscapes, Inc. (now Cohesive Technology Solutions, Inc.) ("Sublessee"), (iii) changes said sublease dated 13 January 1997. Reference is made, also, to Addendum One dated as of 13 January 1997 and Addendum Number Two, dated 19 February 1999. The standard sublease agreement as amended by Addendum One and Addendum Two and further described in Tenant’s Plans this letter shall be referred to as they relate to the Restroom Improvements after they have been submitted to governmental authorities for permits, (iv) delay "Sublease Agreement". All capitalized terms are defined in obtaining materials for reasons outside Landlord’s reasonable control, and (v) Tenant’s failure to provide reasonable access to the Premises to Landlord’s contractors to install the Restroom Improvements, or unreasonable interference with such installation by Tenant or its contractors or agentssublease.

Construction of Tenant Improvements. Tenant (a) Lessor shall install construct at its sole cost and expense the Building, in accordance with Exhibit B annexed hereto. Lessor shall also --------- construct in the Building at its sole cost and expense except as specifically provided herein, the Tenant Improvements (as described in Paragraph 2(a) below) in accordance with the terms plans and conditions of specifications described in Exhibit D annexed hereto, as the same may be --------- modified in accordance with this Work LetterParagraph 3.1 (the "Plans and Specifications"), which Plans and Specifications have been approved by Lessor and Lessee. The quantities, character and manner of installation of all (Such construction of the work related to Building and the Tenant Improvements is hereinafter referred to as the "Work".) (b) Lessor shall file the Plans and Specifications with the appropriate governmental authorities and shall take whatever action shall be subject necessary (including paying all filing fees and other costs, and cooperating with Lessee in making any required modifications of the Plans and Specifications) to obtain and maintain all governmental permits and authorizations which may be required in connection with the limitations imposed by any applicable governmental regulationsWork. (c) Lessor shall, lawswith all due diligence, ordinancesperform and complete the Work in a good and workmanlike manner, codes with only new materials, and rulesfree of all mechanics', materialmen's and other liens or claims. Notwithstanding the foregoing, Landlord may at Landlord’s sole election itself (with Landlord’s contractor) Lessor shall construct the portion of the Tenant Improvements that consist of according to Plans and Specifications approved by Lessee. (d) In the restrooms and related improvements that will service Building 2 (the “Restroom Improvements”), at Tenant’s cost up to a maximum amount of $322,764 (subject to Section 9(b) below), provided that (a) Landlord notifies Tenant in writing of such election prior to Tenant’s commencement of construction performance of the Tenant Improvements, and (b) Landlord Lessor shall use commercially all reasonable efforts to not unreasonably interfere conform with or delay Tenant’s installation the preliminary budget of $560,000.00 for the Tenant Improvements. If a certificate the final cost of occupancy the Tenant Improvements, including all necessary permits and design fees, exceeds the total allowance of $400,000.00, the additional cost shall be paid by Lessee to Lessor, prior to the Commencement of the term of this Lease. (e) For the purposes of this Lease, the term "Tenant Improvements" shall be deemed to include only the items identified in Exhibit D --------- annexed hereto. All other improvements necessary for or equivalent permit sign-off for related to the Premises is delayed beyond shall be deemed to be "Building" improvements as generally depicted in Exhibit B --------- annexed hereto. (f) Tenant Improvement construction cost shall be deemed to mean only the aggregate of the following costs incurred by Owner in connection with the Work: (i) Payments made to the general contractor, subcontractors, materialmen, and suppliers; (ii) All fees, and all permits, licenses and inspection costs paid to governmental entities exercising jurisdiction over the Work; (iii) Fees for engineers, architects and other reasonably required professional consultants; (iv) Utility connection fees; (v) Signage, for interior and as required by code. 3.2 Lessor will permit Lessee and Lessee's agents, suppliers, contractors and workmen to enter the Building 2 Scheduled prior to the Commencement Date solely to enable Lessee, at Lessee's sole expense, to install telephones, computers, alarm systems and certain other fixtures and equipment as a result of Landlord’s failure may be required by Lessee to substantially complete the Restroom Improvements prior to such date, which failure does not result from Tenant Delays (as defined below) or Force Majeure, then make the Building 2 Commencement Date ready for Lessee's occupancy, provided that Lessee and its agents, contractors, workmen and suppliers shall be extended day for day by exercise commercially reasonable efforts not to materially interfere with or delay the number completion of days after construction of the Building 2 Scheduled Commencement Date until or the issuance Tenant Improvements to be done by Lessor, and to avoid material interference with any other activities of Lessor on the Land. If Lessor shall reasonably determine that any such material interference or delay has been or may be caused, Lessor shall notify Lessee in writing thereof, whereupon Lessee shall exercise commercially reasonable efforts to cause a certificate termination or modification of occupancy the activities which have caused, or equivalent permit sign-off (but in no event may cause, any such material interference or delay for as long as and to the extent as shall reasonably be necessary. If Lessee shall fail to cause a termination or modification of such activities, Lessor shall have the Building 2 Commencement Date be delayed beyond the date Tenant commences business in the Premises)right, provided, however, that Tenant delivers on written notice to Landlord at Lessee, to cause Lessee or such time as Tenant becomes aware that Landlord is in danger of agent, contractor, xxxxxxx or supplier causing such material interference or delay to leave the Building for as long as and to the extent reasonably necessary to bring about a termination or modification of those activities which have caused, or may cause, any such material interference or delay. “Tenant Delays” Lessee agrees that any such entry into the Building shall mean be at risk and Lessor shall not be liable in any way for any injury, loss or damage which may occur to any of Lessee's property or Lessee's installations made in the Building, unless such injury, loss or damage shall have been proximately caused by the negligence, gross negligence or intentional misconduct of Lessor or any agent, employee, contractor, subcontractor, licensee or invitee of Lessor. Subject to the conduct of Lessor referenced immediately above, Lessee agrees to indemnify, defend and hold Lessor harmless from and against all liabilities, costs, damages, fees and expenses arising out of the activities of Lessee or its agents, contractors, suppliers or workmen in or about the Building prior to the Commencement Date. In addition, prior to the initial entry to the Building by Lessee and by each agent, contractor, supplier or xxxxxxx of Lessee pursuant to this Paragraph 3.2, Lessee shall furnish Lessor with certificates evidencing policies of insurance covering Lessor as an insured party with the following coverages and in the following amounts: (i) Tenant’s delay Combined Single Limit, Bodily Injury and Premises Damage Insurance in submittal of Tenant’s Plans and/or responses to Landlord’s comments to Tenant’s Plans beyond the time periods provided in this Work Letter, an amount not less than $1,000,000.00 per occurrence and $2,000.000.00 general aggregate; and (ii) Tenant’s delay Workers' Compensation Insurance in any submittals for permits or other governmental approvals the amount of the statutory maximum with respect to the Tenant Improvements (including without limitation the Restroom Improvements), (iii) changes in Tenant’s Plans as they relate to the Restroom Improvements after they have been submitted to governmental authorities for permits, (iv) delay in obtaining materials for reasons outside Landlord’s reasonable control, and (v) Tenant’s failure to provide reasonable access to the Premises to Landlord’s contractors to install the Restroom Improvements, or unreasonable interference with such installation by Tenant or its contractors or agentsan employees liability coverage of at least $1,000,000.00.

Construction of Tenant Improvements. Tenant (a) Construction of the Sublessee Improvements pursuant to this Sublease Work Letter Agreement shall install be performed by such contractor as Sublessor shall reasonably select, under Sublessor's supervision. Construction shall commence promptly following final approval of the Tenant Working Drawings and acceptance of final pricing by Sublessee (but not before the date on which this Sublease is signed), and shall be diligently prosecuted to completion thereafter. (b) Sublessor reserves the right to use pre-stocked materials in constructing the Sublessee Improvements, including drywall and studs, lighting fixtures and air handling boxes. Sublessor represents that all such pre-stocked items were acquired at the best price available in order to save cost and delay in constructing the Sublessee Improvements in the Project. (as described in Paragraph 2(ac) below) in accordance Sublessee shall be permitted, during the course of construction, upon reasonably notice to Sublessor, and without unreasonably interfering with the terms and conditions conduct of this Work Letter. The quantitiessuch construction, character and manner of installation of all to inspect the progress of the work related and, upon written notice to the Tenant Improvements shall Sublessor, to cause any material defects or deficiencies to be subject to the limitations imposed by any applicable governmental regulations, laws, ordinances, codes and rules. Notwithstanding the foregoing, Landlord may at Landlord’s sole election itself repaired. (with Landlord’s contractord) construct the portion of the Tenant Improvements that consist of the restrooms and related improvements that will service Building 2 (the “Restroom Improvements”), at Tenant’s cost up to a maximum amount of $322,764 (subject to Section 9(b) below), provided that (a) Landlord notifies Tenant in writing of such election prior to Tenant’s commencement Upon completion of construction of the Tenant Sublessee Improvements, and (b) Landlord Sublessor shall use commercially reasonable efforts to not unreasonably interfere with or delay Tenant’s installation of the Tenant Improvements. If a certificate of occupancy or equivalent permit sign-off for the Premises is delayed beyond the Building 2 Scheduled Commencement Date solely as a result of Landlord’s failure to substantially complete the Restroom Improvements prior to such date, which failure does not result from Tenant Delays (as defined below) or Force Majeure, then the Building 2 Commencement Date shall be extended day for day by the number of days after the Building 2 Scheduled Commencement Date until the issuance of a certificate of occupancy or equivalent permit sign-off (but in no event shall the Building 2 Commencement Date be delayed beyond the date Tenant commences business in the Premises), provided, however, that Tenant delivers written notice to Landlord at such time as Tenant becomes aware that Landlord is in danger of causing such delay. “Tenant Delays” shall mean (i) Tenant’s delay in submittal of Tenant’s Plans and/or responses to Landlord’s comments to Tenant’s Plans beyond the time periods provided in this Work Letter, (ii) Tenant’s delay in any submittals for permits or other governmental approvals with respect to the Tenant Improvements (including without limitation the Restroom Improvements), (iii) changes in Tenant’s Plans as they relate to the Restroom Improvements after they have been submitted to governmental authorities for permits, (iv) delay in obtaining materials for reasons outside Landlord’s reasonable control, and (v) Tenant’s failure to provide reasonable access to cause the Premises to Landlord’s contractors be thoroughly cleaned prior to install Sublessee's occupancy of the Restroom Premises. (e) Sublessor shall repair or replace as soon as reasonably possible all incomplete or defective items identified in any "pick-up list" or "punchlist" delivered by Sublessee to Sublessor. Sublessee shall deliver such "pick-up list" or "punchlist" to Sublessor within fifteen (15) days after commencement of Sublessee's actual occupancy of the Premises. (f) Following completion of the Sublessee Improvements, or unreasonable interference with such installation by Tenant or its contractors or agentsSublessor will cause to be prepared a set of as-built plans and specifications of the Sublessee Improvements, the cost of which plans and specifications shall be included in the cost of the Sublessee Improvements to which the Sublessee Improvement Allowance applies, pursuant to Paragraph 4 of this Sublease Work Letter Agreement.

Construction of Tenant Improvements. Tenant Upon Landlord's approval of ----------------------------------- Tenant's plans, Landlord shall install enter into a construction contract with Xxxx Xxxxxx Xxxxx ("GLY") for the construction of the Tenant Improvements (as described Improvements. Landlord will guaranty the delivery dates for the Premises, on a floor by floor basis, set forth in Paragraph 2(aSection 1(e) below) in accordance with the terms above, and conditions of this Work Letter. The quantities, character and manner of installation of all of the work related to the Tenant Improvements shall be subject to the limitations imposed penalties set forth in Section 40 for failure to so deliver the Premises, if Tenant complies with the following dates regarding delivery of items necessary for construction of the Tenant Improvements: (1) March 15, 2000: begin preparation of design and drawings for the Tenant Improvements; (2) June 1, 2000: submit the plans for Tenant Improvements to the City of Bellevue for a preliminary permit; (3) July 1, 2000: finalize construction drawings for the Tenant Improvements; and (4) August 10, 2000: approval of bid price for construction of the Tenant Improvements by Landlord and Tenant, which approval shall not be unreasonably withheld. If Tenant does not comply with the dates set forth above, then the dates for delivery of the Premises set forth in Section 1(e) above shall, on a floor-by-floor basis, be moved back one day for each day that Tenant fails to meet its delivery date for any item. The construction of all improvements to be made on the Premises shall be performed in a first-class, workmanlike manner, in conformity with all applicable governmental regulations, laws, ordinances, codes rules, orders, regulations and rulesother requirements, and in substantial accordance with plans and specifications. Notwithstanding Tenant or Tenant's agents shall have the foregoing, Landlord may at Landlord’s sole election itself (with Landlord’s contractor) construct right to inspect the portion construction of the Tenant Improvements that consist of during the restrooms and related improvements that will service Building 2 (the “Restroom Improvements”), progress thereof at Tenant’s 's sole cost up to a maximum amount of $322,764 (subject to Section 9(b) below)and expense and at times coordinated with Landlord and GLY. If, provided that (a) Landlord notifies Tenant in writing of such election prior to Tenant’s commencement during the progress of construction of the Tenant Improvements, Tenant desires to have any changes made to the approved plans and (b) specifications, then Landlord shall use commercially reasonable efforts cause GLY to not unreasonably interfere with or delay prepare and deliver to Tenant’s installation 's designated representative a change order showing the cost therefor and the additional time necessary for substantial completion of the Tenant Improvements, if any. If a certificate Tenant shall promptly inform Landlord and GLY whether such change order has been approved by Tenant. The dates for delivery of occupancy or equivalent permit sign-off for the Premises is delayed beyond the Building 2 Scheduled Commencement Date solely as set forth in Section 1(e) above shall, on a result of Landlord’s failure to substantially complete the Restroom Improvements prior to such datefloor-by-floor basis, which failure does not result from Tenant Delays (as defined below) or Force Majeure, then the Building 2 Commencement Date shall be extended moved back one day for each additional day by the number of days after the Building 2 Scheduled Commencement Date until the issuance of that a certificate of occupancy or equivalent permit sign-off (but in no event shall the Building 2 Commencement Date be delayed beyond the date Tenant commences business in the Premises), provided, however, that Tenant delivers written notice to Landlord at such time as Tenant becomes aware that Landlord is in danger of causing such delay. “Tenant Delays” shall mean (i) Tenant’s delay in submittal of Tenant’s Plans and/or responses to Landlord’s comments to Tenant’s Plans beyond the time periods provided in this Work Letter, (ii) Tenant’s delay in any submittals for permits or other governmental approvals with respect to the Tenant Improvements (including without limitation the Restroom Improvements), (iii) changes in Tenant’s Plans as they relate to the Restroom Improvements after they have been submitted to governmental authorities for permits, (iv) delay in obtaining materials for reasons outside Landlord’s reasonable control, and (v) Tenant’s failure to provide reasonable access to the Premises to Landlord’s contractors to install the Restroom Improvements, or unreasonable interference with such installation change order approved by Tenant or its contractors or agentswill require.

Construction of Tenant Improvements. Upon approval by Landlord and Tenant of Tenant’s Final Plans, Landlord shall install enter into a construction contract with the Contractor, which contract shall be either a fixed price contract or a contract for the cost of the work plus a fee. The Contractor shall proceed with reasonable diligence to cause the Tenant Improvements (to be Substantially Completed on or prior to the Commencement Date or the Must Take Commencement Date, as described in Paragraph 2(a) below) in accordance with the terms and conditions of this Work Letterapplicable. The quantitiesTenant Improvements shall be deemed to be “Substantially Completed” when: (a) the Tenant Improvements in the Premises are completed in compliance with Tenant’s Final Plans, character except for (i) furnishing details, (ii) minor omissions, defects or mistakes, (iii) decorations, (iv) mechanical adjustments and manner of installation of all (v) other matters of the work related type typically included on “punch lists”; and (b) Tenant has received temporary inspection approvals relating to the Tenant Improvements in the Premises from the local building department having jurisdiction over the Tenant Improvements. The terms “Substantial Completion” and “Substantially Complete” shall be subject refer to and include the limitations imposed by any applicable governmental regulations, laws, ordinances, codes and rulesdefinition of Substantially Completed as set forth above. Notwithstanding the foregoing, Landlord may at Landlord’s sole election itself (with Landlord’s contractor) construct the portion Following Substantial Completion of the Tenant Improvements that consist and before Tenant takes possession of the restrooms Premises (or as soon thereafter as may be reasonably practicable and related improvements that will service Building 2 (the “Restroom Improvements”in any event within 30 days after Substantial Completion), at Tenant’s cost up to a maximum amount of $322,764 (subject to Section 9(b) below)Landlord, provided that (a) Landlord notifies Tenant in writing of such election prior to Tenant’s commencement of construction of and the Tenant Improvements, and (b) Landlord Contractor shall use commercially reasonable efforts to not unreasonably interfere with or delay Tenant’s installation of the Tenant Improvements. If a certificate of occupancy or equivalent permit sign-off for inspect the Premises is delayed beyond the Building 2 Scheduled Commencement Date solely as and collectively prepare a result “punch list” of Landlord’s failure agreed items remaining to substantially be completed. The Contractor shall complete the Restroom Improvements prior to such date, which failure does not result from Tenant Delays (as defined below) or Force Majeure, then the Building 2 Commencement Date shall be extended day for day by the number of days after the Building 2 Scheduled Commencement Date until the issuance of a certificate of occupancy or equivalent permit sign-off (but in no event shall the Building 2 Commencement Date be delayed beyond the date Tenant commences business items set forth in the Premises), provided, however, that punch list as soon as reasonably possible. Tenant delivers written notice to shall cooperate with and accommodate Landlord at such time as Tenant becomes aware that Landlord is and the Contractor in danger of causing such delay. “Tenant Delays” shall mean (i) Tenant’s delay in submittal of Tenant’s Plans and/or responses to Landlord’s comments to Tenant’s Plans beyond completing the time periods provided in this Work Letter, (ii) Tenant’s delay in any submittals for permits or other governmental approvals with respect to items on the Tenant Improvements (including without limitation the Restroom Improvements), (iii) changes in Tenant’s Plans as they relate to the Restroom Improvements after they have been submitted to governmental authorities for permits, (iv) delay in obtaining materials for reasons outside Landlord’s reasonable control, and (v) Tenant’s failure to provide reasonable access to the Premises to Landlord’s contractors to install the Restroom Improvements, or unreasonable interference with such installation by Tenant or its contractors or agentspunch list.

Construction of Tenant Improvements. Upon Final Approval of the Working Drawings, Landlord agrees promptly to bid the construction of the Expansion Improvements to the following four (4) mutually approved general contractors: (i) Xxxxx & Xxxx, (ii) Resource Commercial, (iii) ICI Construction, Inc., and (iv) Xxxxxx Construction, and to immediately provide a copy of such bids to Tenant shall install the Tenant Improvements (as described in Paragraph 2(a) below) in accordance for Tenant's consideration. The costs associated with the terms and conditions construction of the Expansion Improvements shall be paid as set forth in Section 5 of this Work Letter. The quantitiesLandlord shall see that the construction complies with all applicable building, character fire, plumbing, electrical, health, and manner of installation of all of the work related to the Tenant Improvements shall be subject to the limitations imposed by any applicable governmental sanitary codes, regulations, laws, ordinances, codes rules and rules. Notwithstanding regulations of any applicable governmental authority, the foregoing, Landlord may at Landlord’s sole election itself (with Landlord’s contractor) construct the portion satisfaction of the Tenant Improvements that consist of the restrooms and related improvements that will service Building 2 (the “Restroom Improvements”), at Tenant’s cost up to a maximum amount of $322,764 (subject to Section 9(b) below), provided that (a) Landlord notifies Tenant in writing of such election prior to Tenant’s commencement of construction of the Tenant Improvements, and (b) Landlord which shall use commercially reasonable efforts to not unreasonably interfere with or delay Tenant’s installation of the Tenant Improvements. If be evidenced by a certificate of occupancy or equivalent permit sign-off for the Premises Expansion Space if the same is delayed beyond required to be issued; provided that in the Building 2 Scheduled Commencement Date solely as a result of Landlord’s failure to substantially complete event the Restroom Improvements prior to Working Drawings do not comply with such datecodes and regulations, which failure does not result all costs resulting from Tenant Delays (as defined below) or Force Majeure, then the Building 2 Commencement Date such non-compliance shall be extended day for day paid by Tenant. Further, Landlord shall see that the number construction complies with any and all restrictive covenants and/or deed restrictions applicable to the Expansion Space. Landlord shall recommend the selection of the Contractor to Tenant ten (10) business days after Final Approval of the Building 2 Scheduled Commencement Date until Working Drawings; and upon Tenant's approval of the issuance of selection, Landlord shall promptly enter into a certificate of occupancy or equivalent permit sign-off construction contract (but in no event shall the Building 2 Commencement Date be delayed beyond the date Tenant commences business in the Premises"Construction Contract"), providedsubject to Tenant's reasonable approval (which shall be not unreasonably withheld or delayed) with the general contractor approved by Tenant (which approval shall not be unreasonably withheld) (the "Contractor"). Landlord shall cause the construction of the Expansion Improvements to be carried out in substantial conformance with the Working Drawings in a good and xxxxxxx like manner using first-class materials. The Construction Contract shall, howeverat a minimum, that Tenant delivers written notice to Landlord at such time as Tenant becomes aware that Landlord is in danger of causing such delay. “Tenant Delays” shall mean call for (i) the construction of the Expansion Improvements for a stipulated sum contract, based on the Working Drawings; (ii) contractor warranties as described in AIA form A201 1997 Edition; (iii) Tenant’s delay 's right to review and approve all Contractor pay applications (which approval shall not be unreasonably withheld or delayed by Tenant); and (iv) the Contractor to furnish evidence of the insurance set forth in submittal Schedule 1 attached to Exhibit D of Tenant’s Plans and/or responses the Lease and any other insurance required by Landlord, and naming Landlord and Tenant as an additional insured on all liability insurance policies. Such Construction Contract price shall be subject to Landlord’s comments adjustment based on any changes to Tenant’s Plans beyond the time periods provided Working Drawings required by Tenant in accordance with this Work Letter. The Construction Contract may not be amended nor the Construction Contract price increased by change order or otherwise, (ii) without Tenant’s delay in any submittals for permits 's prior written approval, which approval shall not be unreasonably withheld or other governmental approvals with respect to the Tenant Improvements (including without limitation the Restroom Improvements), (iii) changes in Tenant’s Plans as they relate to the Restroom Improvements after they have been submitted to governmental authorities for permits, (iv) delay in obtaining materials for reasons outside Landlord’s reasonable control, and (v) Tenant’s failure to provide reasonable access to the Premises to Landlord’s contractors to install the Restroom Improvements, or unreasonable interference with such installation by Tenant or its contractors or agentsdelayed.

Construction of Tenant Improvements. Until Tenant shall install selects the Standard ----------------------------------- colors and styles for the Preliminary Tenant Improvements Improvement Work, approves the Preliminary Work Cost Statement and pays Landlord the amount by which the Preliminary Work Cost Statement exceeds the Preliminary Allowance, if any, Landlord will be under no obligation to cause the construction of any of the Preliminary Tenant Improvements. Following Tenant's approval of the Preliminary Work Cost Statement described in Subparagraph 3(b) above and upon Tenant's payment of the total amount by which such Preliminary Work Cost Statement exceeds the Preliminary Allowance, if any, Landlord's contractor will commence and diligently proceed with the construction of the Preliminary Tenant Improvements, subject to Tenant Delays (as described in Paragraph 2(a) 8 below) and Force Majeure Delays (as described in accordance with Paragraph 9 below). Promptly upon the terms and conditions of this Work Letter. The quantities, character and manner of installation of all commencement of the work related to the Preliminary Tenant Improvements shall be subject to the limitations imposed by any applicable governmental regulations, laws, ordinances, codes and rules. Notwithstanding the foregoingImprovement Work, Landlord will furnish Tenant with a construction schedule letter setting forth the projected completion dates therefor and showing the deadlines for any actions required to be taken by Tenant during such construction, and Landlord may at Landlord’s sole election itself (with Landlord’s contractor) construct the portion of the Tenant Improvements that consist of the restrooms and related improvements that will service Building 2 (the “Restroom Improvements”), at Tenant’s cost up from time to a maximum amount of $322,764 (subject to Section 9(b) below), provided that (a) Landlord notifies Tenant in writing of such election prior to Tenant’s commencement of time during construction of the Tenant Improvements, and (b) Landlord shall use commercially reasonable efforts to not unreasonably interfere with or delay Tenant’s installation of the Tenant Improvements. If a certificate of occupancy or equivalent permit sign-off for the Premises is delayed beyond the Building 2 Scheduled Commencement Date solely as a result of Landlord’s failure to substantially complete the Restroom Improvements prior to such date, which failure does not result from Tenant Delays (as defined below) or Force Majeure, then the Building 2 Commencement Date shall be extended day for day by the number of days after the Building 2 Scheduled Commencement Date until the issuance of a certificate of occupancy or equivalent permit sign-off (but in no event shall the Building 2 Commencement Date be delayed beyond the date Tenant commences business in the Premises), provided, however, that Tenant delivers written notice to Landlord at such time as Tenant becomes aware that Landlord is in danger of causing such delay. “Tenant Delays” shall mean (i) Tenant’s delay in submittal of Tenant’s Plans and/or responses to Landlord’s comments to Tenant’s Plans beyond the time periods provided in this Work Letter, (ii) Tenant’s delay in any submittals for permits or other governmental approvals with respect to the Preliminary Tenant Improvements (including without limitation the Restroom Improvements), (iii) changes in Tenant’s Plans as they relate to the Restroom Improvements after they have been submitted to governmental authorities for permits, (iv) delay in obtaining materials for reasons outside Landlord’s reasonable control, and (v) Tenant’s failure to provide reasonable access to the Premises to Landlord’s contractors to install the Restroom Improvements, or unreasonable interference with modify such installation by Tenant or its contractors or agentsschedule.

Construction of Tenant Improvements. Tenant shall install substantially complete ------------------------------------ any and all alterations of, or improvements to, the Premises (the "Tenant Improvements (as described in Paragraph 2(a) below) Improvements"), in accordance with the terms Final Plans (as defined below) submitted to and conditions approved by Landlord in its reasonable discretion. The Tenant Improvements shall be made and performed in a safe and workmanlike manner, using only first-class materials, in compliance with the minimum Building Standard specification for interior tenant improvements developed by Landlord for uniform application in the Building, and in accordance with the provisions of the following provisions of this Work Letter. The quantities, character and manner of installation of all of the Exhibit: (a) No work related with respect to the Tenant Improvements shall proceed without landlord's prior written approval, which shall not be subject unreasonably withheld or delayed, of: (1) Tenant's contractor(s) and subcontractor(s); (2) certificates of insurance furnished to Landlord from a company or companies approved by landlord in its reasonable discretion; (A) by Tenant's general contractor, evidencing comprehensive general liability insurance (with contractual liability and products and completed operation coverage's) with a minimum combined single limit for bodily injury and property damage in an amount not less than Two Million Five Hundred Thousand Dollars ($2,500,000) per occurrence, endorsed to show a waiver of subrogation by the limitations imposed insurer to any claims the insurer may have against the Landlord, (B) by any applicable governmental regulationsand all subcontractors, laws, ordinances, codes and rules. Notwithstanding the foregoing, Landlord may at Landlord’s sole election itself evidencing comprehensive general liability insurance (with contractual liability and products and completed operations coverages) with a minimum combined single limit for bodily injury and property damage in an amount not less than One Million Dollars ($1,000,000) per occurrence, endorsed to show Landlord as an additional insured and endorsed to show waiver of subrogation by the insurer to any claims the insurer may have against the Landlord’s contractor, and (C) construct the portion of the by Tenant Improvements that consist of the restrooms and related improvements that will service Building 2 (the “Restroom Improvements”), at Tenant’s cost up evidencing builder's risk insurance with respect to a maximum amount of $322,764 (subject to Section 9(b) below), provided that (a) Landlord notifies Tenant in writing of such election prior to Tenant’s commencement of construction of the Tenant Improvements, in such amounts as are deemed reasonable by landlord in its reasonable discretion, and workers' compensation insurance, as required by law; and (3) detailed plans and specifications for such work, prepared by a licensed architect approved in writing by Landlord in Landlord's reasonable discretion (the "Tenant's Architect"), which indicate that such work will not exceed the design load capacities and performance criteria of the Building, including , without limitation, its electrical HVAC and weight capacities, and construction means and methods. (b) Except as otherwise expressly provided in paragraph 3 below, the Tenant Improvements shall be undertaken at Tenant's sole cost and expense and in strict conformance with any applicable laws, regulations, building codes and the requirements of any building permit and any other applicable permits or licenses issued with respect to such work. Tenant shall be solely responsible for obtaining any such permits and licenses from the appropriate governmental authorities, and any delay in obtaining such permits or licenses shall not be deemed to extend the commencement date of the expiration date of the term of the Lease or to waive or toll Tenant's and other obligations with respect to the Premises. Copies of all permits and licenses shall be furnished to Landlord before any work is commenced, and any work not acceptable to any governmental authority or agency having or exercising jurisdiction over such work, or not reasonably satisfactory to landlord, shall be promptly replaced and corrected at Tenant's expense. (c) [Intentionally Deleted] (d) Any work by Tenant shall be scheduled through Landlord and shall be diligently and continuously pursued from the date of its commencement through its completion. Landlord hereby agrees to use commercially its reasonable efforts to facilitate such work and to ensure access by Tenant to and availability to Tenant of all freight elevators and any such similar facilities necessary to facilitate such work, subject, however, to the rules and regulations established by Landlord for construction work in the Building. All work shall be conducted in a manner that maintains harmonious labor relations and does not unreasonably interfere with or delay Tenant’s installation any other work or activities being carried out by Landlord in the Building. Landlord or Landlord's agent shall have the right, upon prior telephonic or other notice to Tenant (in accordance with and subject to the limitations set forth in paragraph 18 of the Lease), to enter the Premises and inspect the Premises and the Tenant Improvements at any reasonable times during the construction of the Tenant Improvements. If a certificate of occupancy or equivalent permit sign-off . (e) Tenant shall cause the Tenant's Architect to prepare and submit to Landlord for its approval complete architectural plans, drawings and specifications for all Tenant Improvements, including, without limitation, complete engineered mechanical and electrical working drawings for the Premises is delayed beyond Premises, showing the Building 2 Scheduled Commencement Date solely subdivision, layout, finish and decoration work desired by Tenant therefor, and any internal or external communications or special utility facilities which will require installation of conduits or other improvement within common areas, all in such form and in such detail as a result may be reasonably required by Landlord. Such complete plans, drawings and specifications are referred to herein as "Final Plans." Tenant, at its cost, agrees to use only contractors listed on the attached list of Landlord’s failure approved contractors (the "Approved List") to substantially complete the Restroom Improvements prior to such date, which failure does not result from Tenant Delays (as defined below) or Force Majeure, then the Building 2 Commencement Date shall be extended day for day by the number of days after the Building 2 Scheduled Commencement Date until the issuance of a certificate of occupancy or equivalent permit sign-off (but in no event shall the Building 2 Commencement Date be delayed beyond the date Tenant commences business in the Premises), provided, however, that Tenant delivers written notice to Landlord at such time as Tenant becomes aware that Landlord is in danger of causing such delay. “Tenant Delays” shall mean (i) Tenant’s delay in submittal prepare the design and preparation of Tenant’s Plans and/or responses to Landlord’s comments to Tenant’s Plans beyond mechanical drawings for the time periods provided in this Work Lettermechanical systems serving the Premises, (ii) prepare the design and preparation of electrical drawings for the electrical systems serving the Premises, and (iii) prepare the design and preparation of sprinkler drawings for the sprinkler systems serving the Premises. Tenant shall submit the Final Plans for the approval of Landlord, which approval shall not be unreasonably withheld or delayed. Within five (5) business days after Landlord receives the Final Plans for approval, Landlord shall give its written approval of the Final Plans, or provide Tenant with specific written objections to the Final Plans. If Landlord objects to the Final Plans, Landlord shall make itself available to meet with Tenant and the Tenant’s 's Architect within three (3) business days after said objection to resolve the objections and to deliver to the Tenant's Architect such information as may be necessary to enable the Tenant's Architect to cause the Final Plans to be revised consistent with Landlord's objections. No delay in any submittals for permits the scheduling of completion of the Tenant Improvements resulting from Landlord's review, revision and approval of the Final Plans shall be deemed to extend the commencement date or other governmental approvals expiration date of the term of the Lease or waive or toll Tenant's rental obligations with respect to the Premises. In the event that Tenant and/or its contractors and subcontractors desire to change the Final Plans subsequent to approval by Landlord, Tenant shall provide notice of such proposed change to Landlord for Landlord's written approval which approval shall be required prior to the implementation of such proposed change and which shall not be unreasonably withheld or delayed. Landlord shall approve or disapprove the proposed change within three (3) business days after Landlord's receipt of any final plans and specifications therefor or within such time period after such three (3) business day period which is reasonably practical. At the conclusion of construction, Tenant shall cause the Tenant's Architect to provide two (2) complete sets of record drawings of the Tenant Improvements, as constructed, which shall not materially deviate from the Final Plans, and Tenant shall also cause to be provided a project close-out package, including, without limitation, a punchlist sign-off, project team list, permit card, contractor's payroll certification, unconditional lien releases and final construction costs itemized by trade. (f) Landlord shall approve the list of bidding general contractors, which shall include, without limitation, Xxxxxx Construction. Landlord's approval of such bidding general contractors shall not be unreasonably withheld or delayed. Tenant, with the prior written consent of Landlord, shall enter into a contract (the "General Contract") with one of the Bidding Contractors ("Tenant's Contractor",) for the construction of the Tenant Improvements. (g) Tenant shall cause Tenant's Contractor to enter into a sub contract with one of the contractors listed on the Approved List for the sprinkler system work required under the General Contract. With respect to all mechanical systems work required under the General Contract, Tenant shall cause Tenant's Contractor to enter into a subcontract with one of the contractors listed on the Approved List. With respect to all electrical systems work required under the Gerneral Contract, Tenant shall cause Tenant's Contractor to enter into a subcontract with one of the contractors listed on the Approved List for the electrical systems work. To the extent Tenant's Contractor desires to subcontract other work required under the General Contract, Tenant shall cause Tenant's Contractor to solicit bids for such proposed subcontract (the "Other Work Bidders"), at least one (1) of which, if Landlord so elects, shall be subcontractor designated by Landlord, and, with the prior written consent of Landlord (which consent shall not be unreasonably withheld or delayed), to enter into such subcontract with one of the Other Work Bidders. Tenant's Contractor may engage such laborers and suppliers as it deems appropriate, subject to the provisions of subparagraph (d) above. (h) All payments by Tenant for work done by a subcontractor in connection with the Tenant Improvements shall be made by joint check issued to Tenant's Contractor and such subcontractor and shall be conditioned upon Tenant's and landlords receipt of (including without limitation 1) conditional lien waivers and releases upon progress payments, executed by Tenant's Contractor and such subcontractor, covering the Restroom Improvements), (iii) changes in Tenant’s Plans as they relate to full amount disbursed through the Restroom Improvements after they have been submitted to governmental authorities for permits, (iv) delay in obtaining materials for reasons outside Landlord’s reasonable controldate of the disbursement, and (v2) a conditional lien waiver and release upon final payment covering the final payment amount, executed by Tenant’s failure 's Contractor and such subcontractor. (i) Although landlord has the right to provide reasonable access review, request revisions to and approve the Premises Final Plans, Landlord's sole interest in doing so is to protect the Building and Landlord’s contractors 's interest in the Building. Accordingly, Tenant shall not rely upon Landlord's approval for any purpose other than for the purpose of acknowledging the consent of Landlord to install proceed with the Restroom Improvementsrequested action, or unreasonable interference with and Landlord shall incur no liability of any kind by reason of the granting of such installation by Tenant or its contractors or agentsapprovals.

Construction of Tenant Improvements. (a) PRELIMINARY PLANS/WORKING PLANS. Landlord has retained Donaxx X. Xxxxxxx, X.I.A. to prepare preliminary space plans ("Preliminary Plans") to be utilized in the preparation of final working drawings and specifications for tenant improvements to the Premises ("Tenant Improvements"). The Preliminary Plans have been completed and delivered to Landlord and are attached hereto as "Exhibit C." Within five (5) days after execution of the Lease, Landlord shall return same to Tenant marked and accompanied by comments and such required revisions as are reasonable under the circumstances. Within five (5) days thereafter, Tenant shall install submit two (2) sets of revised Preliminary Plans, revised to reflect review and approval. Promptly following Landlord's approval of the Preliminary Plans, Landlord shall cause its architect to prepare and submit two (2) copies of working drawings and specifications ("Working Plans") to Tenant for its review and approval. Tenant shall advise Landlord within five (5) days of Tenant's receipt of the Working Plans of any requested revisions. Immediately upon receipt of said comments, Landlord shall make all approved revisions to the Working Plans and submit two (2) copies thereof to Tenant for its final review and approval. Concurrently with the above review and approval process, Landlord shall submit all plans and specifications to the City and other applicable governmental agencies in an attempt to expedite City approval and issuance of all necessary permits and licenses to construct the Tenant Improvements (as described in Paragraph 2(a) below) in accordance with shown on the terms and conditions of this Work Letter. The quantities, character and manner of installation of all of the work related to the Tenant Improvements shall be subject to the limitations imposed by any applicable governmental regulations, laws, ordinances, codes and rules. Notwithstanding the foregoing, Landlord may at Landlord’s sole election itself (with Landlord’s contractor) construct the portion of the Tenant Improvements that consist of the restrooms and related improvements that will service Building 2 (the “Restroom Improvements”), at Tenant’s cost up to a maximum amount of $322,764 (subject to Section 9(b) below), provided that (a) Landlord notifies Tenant in writing of such election prior to Tenant’s commencement of construction of the Tenant Improvements, and (b) Landlord shall use commercially reasonable efforts to not unreasonably interfere with or delay Tenant’s installation of the Tenant Improvements. If a certificate of occupancy or equivalent permit sign-off for the Premises is delayed beyond the Building 2 Scheduled Commencement Date solely as a result of Landlord’s failure to substantially complete the Restroom Improvements prior to such date, which failure does not result from Tenant Delays (as defined below) or Force Majeure, then the Building 2 Commencement Date shall be extended day for day by the number of days after the Building 2 Scheduled Commencement Date until the issuance of a certificate of occupancy or equivalent permit sign-off (but in no event shall the Building 2 Commencement Date be delayed beyond the date Tenant commences business in the Premises), provided, however, that Tenant delivers written notice to Landlord at such time as Tenant becomes aware that Landlord is in danger of causing such delay. “Tenant Delays” shall mean (i) Tenant’s delay in submittal of Tenant’s Plans and/or responses to Landlord’s comments to Tenant’s Plans beyond the time periods provided in this Work Letter, (ii) Tenant’s delay in any submittals for permits or other governmental approvals with respect to the Tenant Improvements (including without limitation the Restroom Improvements), (iii) changes in Tenant’s Plans as they relate to the Restroom Improvements after they have been submitted to governmental authorities for permits, (iv) delay in obtaining materials for reasons outside Landlord’s reasonable control, and (v) Tenant’s failure to provide reasonable access to the Premises to Landlord’s contractors to install the Restroom Improvements, or unreasonable interference with such installation by Tenant or its contractors or agentsWorking Plans.

Construction of Tenant Improvements. Tenant shall install the Tenant Improvements (as described in Paragraph 2(a) below) in accordance with the terms and conditions of this Work Letter. The quantities, character and manner of installation of all of the work related to the Tenant Improvements shall be subject to the limitations imposed by any applicable governmental regulations, laws, ordinances, codes and rules. Notwithstanding the foregoing, Landlord may at Landlord’s sole election itself (with Landlord’s contractor) construct the portion of the Tenant Improvements that consist of the restrooms and related improvements that will service Building 2 (the “Restroom Improvements”), at Tenant’s cost up to a maximum amount of $322,764 (subject to Section 9(b) below), provided that (a) After the Lease Commencement Date, and provided that Landlord notifies has commenced construction of its first office building on the Adjacent Tract, Tenant in writing shall mobilize or cause to be mobilized the contractors, subcontractors, suppliers and materialmen to commence construction of the Hotel. If such election prior to Tenant’s commencement of construction of the Tenant Improvements, and (b) Landlord shall use commercially reasonable efforts to not unreasonably interfere with or delay Tenant’s installation of the Tenant Improvements. If a certificate of occupancy or equivalent permit sign-off for the Premises is delayed beyond the Building 2 Scheduled Commencement Date solely as a result of Landlord’s failure due to substantially complete the Restroom Improvements prior to such date, which failure does not result from Tenant Delays Unavoidable Delay for more than one hundred twenty (as defined below120) or Force Majeure, then the Building 2 Commencement Date shall be extended day for day by the number of days after the Building 2 Scheduled Commencement Date until the issuance of a certificate the building permit and such delays will cause Tenant's original estimate of occupancy or equivalent permit sign-off the Hotel Development Costs to be exceeded, Tenant shall have the right to terminate the Lease by giving Landlord written notice to such effect within such one hundred twenty (but in no event shall the Building 2 Commencement Date be delayed beyond the date Tenant commences business in the Premises), 120) days; provided, however, that Tenant delivers written shall pay Landlord as liquidated damages and not as a penalty the sum of Two Hundred Thousand Dollars ($200,000). Tenant's failure to give Landlord such notice shall be deemed a waiver by Tenant of its rights to Landlord at such time as terminate the Lease for the reasons specified in this Section. (b) After Tenant becomes aware has commenced construction of the Hotel and provided that Landlord is proceeding with all due diligence to construct and complete its first office building and the Common Area in danger accordance with Section 2.l0(b)(i), Tenant agrees that it shall substantially complete the Hotel and all attendant improvements on the Leased Premises in accordance with the Hotel Construction Documents and all applicable laws, codes and ordinances, and shall install its Trade Equipment therein and shall open the Hotel for business within eighteen (18) months from the commencement of causing such delay. “Tenant Delays” shall mean (i) Tenant’s delay in submittal of Tenant’s Plans and/or responses to Landlord’s comments to Tenant’s Plans beyond the time periods provided in this Work Letterconstruction, (ii) Tenant’s delay in any submittals for permits or other governmental approvals with respect subject to the Tenant Improvements (including without limitation the Restroom Improvements)occurrence of Unavoidable Delays. The Hotel will, (iii) changes in Tenant’s Plans as they relate to the Restroom Improvements after they have been submitted to governmental authorities for permitswhen completed, (iv) delay in obtaining materials for reasons outside Landlord’s reasonable controlcomply with all applicable laws and regulations, federal, state and municipal, and (v) upon such completion Tenant will obtain and deliver to Landlord a photocopy of each temporary certificate of occupancy and of the final certificate of occupancy before the Hotel shall be occupied by Tenant’s failure to provide reasonable access to , except that if a temporary certificate of occupancy shall be issued, Tenant may occupy the Leased Premises to Landlord’s contractors to install under the Restroom Improvementsprovisions of such certificate and except further that if a certificate for any part of the Hotel shall be issued, or unreasonable interference with Tenant may occupy the part so certified under the provisions of such installation by Tenant or its contractors or agentscertificate.

Construction of Tenant Improvements. Section 2.02 of the Lease is hereby amended by adding the following language to the end of the section: “Notwithstanding the foregoing, with respect to the Additional Space, the following shall apply: Tenant has personally inspected the Additional Space and accepts the same “AS IS” without representation or warranty by Landlord of any kind. Tenant may make tenant finish improvements and equipment installations in the Additional Space (collectively, the “Additional Space Improvements”). The Additional Space Improvements shall comply with the provisions of Section 7.03 of the Lease. Landlord agrees to reimburse Tenant in an amount not to exceed Twelve Thousand Three Hundred Seventy-five Dollars ($12,375.00) (the “Additional Space Allowance”) for the costs incurred by Tenant for the Additional Space Improvements. Landlord shall pay the Additional Space Allowance to Tenant within thirty (30) days after receipt of paid invoices from Tenant (all such paid invoices shall be submitted to Landlord on or before the date which is six (6) months immediately after the Improvement Completion Date [as defined below]) and Landlord’s inspection of the completed work, if applicable, to the Additional Space. All plans and specifications for the Additional Space Improvements to be made by Tenant shall be subject to Landlord’s reasonable approval (which approval shall not be unreasonably withheld or delayed). Landlord, or its affiliate, shall be permitted to bid on the construction of the Additional Space Improvements. Tenant shall consider Landlord’s bid in good faith and in the event that another contractor’s bid is lower than the bid submitted by Landlord or one of its affiliates, Landlord or its affiliate shall have the right to revise its bid to match the other contractor’s bid by providing Tenant with written notice of its desire to match the bid, which notice shall contain a revised written bid containing the matching offer, within five (5) business days of notification by Tenant that the other contractor’s bid was lower than the bid of Landlord or its affiliate (“Notice”) and Landlord’s bid, if revised to match the other contractor’s bid within the 5-day period after receipt of Notice and given to Tenant in writing in the manner described in this sentence, shall be accepted by Tenant. In the event that a contractor other than Landlord or one of its affiliates performs the Additional Space Improvements, Tenant shall pay Landlord a fee for its supervision of the project equal to five percent (5%) of the cost of the Additional Space Improvements (the “Fee”). Tenant shall be responsible for all costs of the Additional Space Improvements in excess of the Additional Space Allowance. At Landlord’s option, the Fee shall either be (i) applied against the Additional Space Allowance, or (ii) billed to Tenant after substantial completion of the Additional Space Improvements (in which event Tenant shall pay the Fee to Landlord within thirty (30) days following Landlord’s delivery of an invoice to Tenant). If a contractor other than Landlord or one of its affiliates is selected to construct the Additional Space Improvements, Tenant and its personnel and the contractor, its subcontractors and their respective personnel shall have the right to enter the Additional Space in order to install the Additional Space Improvements. If and to the extent permitted by applicable laws, rules and ordinances and after the execution of this Amendment by the parties, Tenant Improvements shall have the right to enter the Additional Space in order to install fixtures (such as described in Paragraph 2(aracking) belowand otherwise prepare the Additional Space for occupancy, which right shall expressly exclude making any structural modifications. During any entry prior to the Additional Space Commencement Date (a) in accordance Tenant shall comply with all terms and conditions of the Lease other than the obligation to pay rent on the Additional Space, and (b) Tenant shall not interfere with Landlord’s completion of the Additional Space Improvements. Tenant acknowledges that Tenant shall be responsible for obtaining all applicable permits and inspections relating to any such entry by Tenant. Tenant shall cause its personnel and the personnel of the contractors and subcontractors to comply with the terms and conditions of this Work LetterLandlord’s rules of conduct (which Landlord agrees to furnish to Tenant upon request), and Tenant shall not begin operation of its business in the Additional Space unless and until Tenant delivers to Landlord an original certificate of occupancy, if applicable, for the Additional Space. The quantities, character Tenant acknowledges that Tenant shall be responsible for obtaining all applicable permits and manner of installation of all inspections relating to Tenant’s occupancy of the work Additional Space. If Landlord or one of its affiliates is selected to construct the Additional Space Improvements, Landlord or its affiliate shall receive reasonable and competitive compensation for its services, but shall in no event be entitled to receive any amounts in excess of the amount set forth in the bid accepted by Tenant unless the variance is in compliance with the definitive agreement between the parties related to the Tenant Improvements Additional Space Improvements, which fee(s) shall be subject applied against the Additional Space Allowance. Any costs of said work performed by Landlord or its affiliates in excess of the Additional Space Allowance shall be borne by Tenant and reimbursed to Landlord or paid to Landlord’s designee within thirty (30) days of receipt of an itemized statement therefor. Landlord and Tenant shall in good faith cooperate to cause the Additional Space Improvements to be completed at the earliest reasonably practical date. Tenant shall be entitled to the limitations imposed by any applicable governmental regulations, laws, ordinances, codes Additional Space Allowance only if the Additional Space Improvements are substantially complete on or before the Improvement Completion Date and rules. Notwithstanding the foregoing, Tenant submits paid invoices to Landlord may at Landlord’s sole election itself (with Landlord’s contractor) construct the portion seeking reimbursement of the Tenant Improvements that consist of Additional Space Allowance on or before the restrooms and related improvements that will service Building 2 date which is three (3) months immediately after February 29, 2008 (the “Restroom ImprovementsImprovement Completion Date”), at . The foregoing limitation on Tenant’s cost up right to a maximum amount of $322,764 (subject to Section 9(b) below), provided that (a) Landlord notifies Tenant in writing of such election prior to Tenant’s commencement of construction of receive the Tenant Improvements, and (b) Landlord Additional Space Allowance shall use commercially reasonable efforts to not unreasonably interfere with or delay Tenant’s installation of apply if the Tenant Improvements. If a certificate of occupancy or equivalent permit sign-off for the Premises is delayed beyond the Building 2 Scheduled Commencement Date solely as a result of Landlord’s failure to substantially complete the Restroom Additional Space Improvements prior to such date, which failure does not result from Tenant Delays (as defined below) or Force Majeure, then the Building 2 Commencement Date shall be extended day for day by the number Improvement Completion Date arises from the negligence or willful misconduct of days after the Building 2 Scheduled Commencement Date until the issuance of a certificate of occupancy or equivalent permit sign-off (but in no event shall the Building 2 Commencement Date be delayed beyond the date Tenant commences business in the Premises), provided, however, that Tenant delivers written notice to Landlord at such time as Tenant becomes aware that Landlord is in danger of causing such delay. “Tenant Delays” shall mean (i) Tenant’s delay in submittal of Tenant’s Plans and/or responses to Landlord’s comments to Tenant’s Plans beyond the time periods provided in this Work Letter, (ii) Tenant’s delay in any submittals for permits or other governmental approvals with respect to the Tenant Improvements (including without limitation the Restroom Improvements), (iii) changes in Tenant’s Plans as they relate to the Restroom Improvements after they have been submitted to governmental authorities for permits, (iv) delay in obtaining materials for reasons outside Landlord’s reasonable control, and (v) Tenant’s failure to provide reasonable access to the Premises to Landlord’s contractors to install the Restroom Improvements, or unreasonable interference with such installation by Tenant or its contractors or agentsaffiliates.”

Construction of Tenant Improvements. At Lessor's sole cost and expense, Lessor shall construct the improvements ("Tenant shall install the Tenant Improvements (as Improvements") described in Paragraph 2(a) below) in accordance with the terms that certain letter from Xxxxx X. Xxxxx & Sons, Inc. to VidaMed Inc., dated July 13, 1994, attached hereto as Exhibit "B" and conditions of this Work Letterincorporated by reference herein. The quantities, character and manner of installation of all of the work related to the Tenant Improvements shall be subject constructed in accordance with such attached plans and specifications, in a good and workmanlike manner, free of defects and using new materials and equipment of good quality and in compliance with all Applicable Law (including, without limitation, the Americans with Disabilities Act of 1990). Within thirty (30) days after the Commencement Date, Lessee shall have the right to submit a written "punchlist" to Lessor, setting forth any defective items to be corrected. Notwithstanding anything to the limitations imposed by any applicable governmental regulations, laws, ordinances, codes and rules. Notwithstanding contrary contained in this Lease or in the foregoing, Landlord may at Landlord’s sole election itself (with Landlord’s contractor) construct Lessee's acceptance of the portion Premises or submission of a "punchlist" shall not be deemed a waiver of Lessee's right to have defects in the Tenant Improvements that consist of or the restrooms and related improvements that will service Building 2 (the “Restroom Improvements”), Premises repaired at Tenant’s cost up Lessor's sole expense. Lessee shall give notice to a maximum amount of $322,764 (subject to Section 9(b) below), provided that (a) Landlord notifies Tenant in writing of Lessor whenever any such election prior to Tenant’s commencement of construction of the Tenant Improvementsdefect becomes reasonably apparent, and (b) Landlord Lessor shall use commercially reasonable efforts repair such defect as soon as practicable. Lessor also hereby assigns to not unreasonably interfere with or delay Tenant’s installation of the Tenant Improvements. If a certificate of occupancy or equivalent permit sign-off for the Premises is delayed beyond the Building 2 Scheduled Commencement Date solely as a result of Landlord’s failure to substantially complete the Restroom Improvements prior to such date, which failure does not result from Tenant Delays (as defined below) or Force Majeure, then the Building 2 Commencement Date shall be extended day for day by the number of days after the Building 2 Scheduled Commencement Date until the issuance of a certificate of occupancy or equivalent permit sign-off (but in no event shall the Building 2 Commencement Date be delayed beyond the date Tenant commences business in the Premises), provided, however, that Tenant delivers written notice to Landlord at such time as Tenant becomes aware that Landlord is in danger of causing such delay. “Tenant Delays” shall mean (i) Tenant’s delay in submittal of Tenant’s Plans and/or responses to Landlord’s comments to Tenant’s Plans beyond the time periods provided in this Work Letter, (ii) Tenant’s delay in any submittals for permits or other governmental approvals Lessee all warranties with respect to the Tenant Improvements (including Improvements, including, without limitation the Restroom Improvements)limitation, (iii) changes in Tenant’s Plans as they relate to the Restroom Improvements after they have been submitted to governmental authorities for permits, (iv) delay in obtaining materials for reasons outside Landlord’s reasonable controlwarranties which would reduce Lessee's maintenance obligations hereunder, and shall cooperate with Lessee to enforce such warranties. LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND PROVISION CONTAINED HEREIN, AND BY THE EXECUTION OF THIS LEASE SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE PREMISES. IF THIS LEASE HAS BEEN FILLED IN, IT HAS BEEN PREPARED FOR SUBMISSION TO YOUR ATTORNEY FOR HIS APPROVAL. FURTHER, EXPERTS SHOULD BE CONSULTED TO EVALUATE THE CONDITION OF THE PROPERTY AS TO THE POSSIBLE PRESENCE OF ASBESTOS, STORAGE TANKS OR HAZARDOUS SUBSTANCES. NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION OR BY THE REAL ESTATE BROKERS(S) OR THEIR AGENTS OR EMPLOYEES AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS LEASE OR THE TRANSACTION TO WHICH IT RELATES; THE PARTIES SHALL RELAY SOLELY UPON THE ADVICE OF THEIR OWN COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE, IF THE SUBJECT PROPERTY IS LOCATED IN A STATE OTHER THAN CALIFORNIA, AN ATTORNEY FROM THE STATE WHERE THE PROPERTY IS LOCATED SHOULD BY CONSULTED. The parties hereto have executed this Lease at the place on the dates specified above to their respective signatures. Executed at Palo Alto, CA Executed at Zomed/Mountain View, CA ----------------------------- ---------------------------- On February 13, 1995 On February 13, 1995 ----------------------------------- ---------------------------------- By: LESSOR By: LESSEE The Xxxxx Mountain View Joint Venture ZoMed International ------------------------------------- ------------------------------------ By: /s/: Xxxxx Xxxxx By: /s/: Xxxx X. Xxxxxxx ---------------------------------- --------------------------------- -32- Name Printed: Xxxxx Xxxxx Name Printed: Xxxx X. Xxxxxxx Title: Managing Joint Venturer Title: Executive Vice President Address: 0000 Xxxx Xxxxxxxxx Address: 000 X. Xxxxxxxxx Xxxxxxxxx Palo XXxx.XX 94304 Xxxxxxxx Xxxx, XX 00000 Phone: (v4l5) Tenant’s failure 000-0000 Xhone: (000) 000-0000 EXHIBIT "B" Xxxxx X. Xxxxx & Sons, Inc. General Contractors 0000 Xxxx Xxxxxxxxx Xxxx Xxxx, Xxxxxxxxxx 00000 (415) 321-8432 July 13, 1994 VIDAMED 0000 Xxxxxx Xxxx Xxxxx Xxxx, XX 00000 RE: Preliminary Cost Estimate Qualifications All work is based on Zomed/Scionex floor plan, 1 sheet dated 7/1/94 1. Demolition: ---------- Remove approximately 9000 SF of carpet; remove approximately 10 lineal feet of wall; remove one sink and cabinet for relocation to provide reasonable access to the Premises to Landlord’s contractors to install the Restroom Improvements, or unreasonable interference with such installation by Tenant or its contractors or agentskitchen/dining room.

Construction of Tenant Improvements. Section 2.02 of the Lease is hereby amended by incorporating the following: "Tenant hereby acknowledges that the leasehold improvements to the Third Additional Space designated as Landlord's obligation in Exhibit B-8 have been completed in a satisfactory manner. In addition, Tenant has personally inspected the Fourth Additional Space and accepts the same "AS IS" without representation or warranty by Landlord of any kind. Promptly following December 1, 2013, Tenant shall install execute Landlord's Letter of Understanding in substantially the form attached hereto as Exhibit D-2 and made a part hereof, acknowledging (a) the Fourth Additional Space commencement date, and (b) that Tenant Improvements (as has accepted the Fourth Additional Space. Such letter of understanding shall become a part of this Lease. If Tenant takes possession of and occupies the Fourth Additional Space, Tenant shall be deemed to have accepted the Fourth Additional Space in the manner described in Paragraph 2(athis paragraph, even though the letter of understanding provided for herein may not have been executed by Tenant. Tenant shall have the right to enter the Fourth Additional Space on July 1, 2013 in order to install fixtures, furniture, audio visual equipment, computers, cabling, kitchen equipment and art work and otherwise prepare the Fourth Additional Space for occupancy, which right shall expressly exclude making any structural modifications. During any entry prior to December 1, 2013 (a) belowTenant shall comply with all terms and conditions of this Lease other than the obligation to pay rent with respect to the Fourth Additional Space, (b) in accordance Tenant shall cause its personnel and contractors to comply with the terms and conditions of this Work Letter. The quantities, character and manner Landlord's rules of installation of all of the work related conduct (which Landlord agrees to the furnish to Tenant Improvements shall be subject to the limitations imposed by any applicable governmental regulations, laws, ordinances, codes and rules. Notwithstanding the foregoing, Landlord may at Landlord’s sole election itself (with Landlord’s contractor) construct the portion of the Tenant Improvements that consist of the restrooms and related improvements that will service Building 2 (the “Restroom Improvements”upon request), at Tenant’s cost up to a maximum amount of $322,764 (subject to Section 9(b) below), provided that (a) Landlord notifies Tenant in writing of such election prior to Tenant’s commencement of construction of the Tenant Improvements, and (bc) Landlord Tenant shall use commercially reasonable efforts to not unreasonably interfere with or delay Tenant’s installation begin operation of the Tenant Improvements. If a certificate of occupancy or equivalent permit sign-off for the Premises is delayed beyond the Building 2 Scheduled Commencement Date solely as a result of Landlord’s failure to substantially complete the Restroom Improvements prior to such date, which failure does not result from Tenant Delays (as defined below) or Force Majeure, then the Building 2 Commencement Date shall be extended day for day by the number of days after the Building 2 Scheduled Commencement Date until the issuance of a certificate of occupancy or equivalent permit sign-off (but in no event shall the Building 2 Commencement Date be delayed beyond the date Tenant commences its business in the Premises), provided, however, Fourth Additional Space.Tenant acknowledges that Tenant delivers written notice shall be responsible for obtaining all applicable permits and inspections relating to Landlord at any such time as Tenant becomes aware that Landlord is in danger of causing such delay. “Tenant Delays” shall mean (i) entry by Tenant’s delay in submittal of Tenant’s Plans and/or responses to Landlord’s comments to Tenant’s Plans beyond the time periods provided in this Work Letter, (ii) Tenant’s delay in any submittals for permits or other governmental approvals with respect to the Tenant Improvements (including without limitation the Restroom Improvements), (iii) changes in Tenant’s Plans as they relate to the Restroom Improvements after they have been submitted to governmental authorities for permits, (iv) delay in obtaining materials for reasons outside Landlord’s reasonable control, and (v) Tenant’s failure to provide reasonable access to the Premises to Landlord’s contractors to install the Restroom Improvements, or unreasonable interference with such installation by Tenant or its contractors or agents."

Construction of Tenant Improvements. Ninety (90) days prior to the Commencement Date, Landlord will deliver possession to Tenant shall install the Tenant Improvements (as described in Paragraph 2(a) below) in accordance with the terms and conditions of this Work Letter. The quantities, character and manner of installation of all of the work related to the Tenant Improvements shall be subject to the limitations imposed by any applicable governmental regulations, laws, ordinances, codes and rules. Notwithstanding the foregoing, Landlord may at Landlord’s sole election itself (with Landlord’s contractor) construct the portion Premises for construction of the Tenant Improvements that consist as provided herein in its current “as is” and “where is” condition. Delivery of the restrooms Premises to Tenant by Landlord shall be with all structural systems, roof systems, plumbing systems, window systems, window coverings, new ceiling grid, tiles (unless removed by Landlord pursuant to Section 14 hereof), elevator systems, restrooms, the base Building HVAC mechanical systems, the base Building electrical systems and related improvements that will service the fire and life safety systems (“Base Building 2 (the “Restroom ImprovementsPremises”), at Tenant’s cost up free from latent defects and structural defects, in good and proper working order and in full compliance with all Laws, applicable building codes and ordinances which govern the use and occupancy of office buildings in Denver, Colorado to allow Tenant to construct the Tenant Improvements. Upon such delivery date, Tenant shall have a maximum amount of $322,764 (subject license thereafter to Section 9(b) below), provided that (a) Landlord notifies Tenant in writing of such election prior to Tenant’s commencement of perform construction of the Tenant Improvements, as further provided in this Exhibit C, such license to be upon all of the terms of this Lease, except that no Monthly Base Rent or Tenant’s Percentage of Operating Expenses, Taxes, Insurance Costs and (b) Utilities Costs shall be due and payable. The Landlord shall use commercially reasonable efforts to not unreasonably interfere with or delay Tenant’s installation provide all utilities (electrical, HVAC and lighting) during the construction of the Tenant ImprovementsImprovements at no cost to Tenant. If a certificate Taking of occupancy or equivalent permit sign-off for possession by Tenant shall establish that the Premises is delayed beyond are in good and satisfactory condition when possession was so taken, subject to latent defects that could not reasonably have been discovered upon diligent inspection upon taking possession and that are identified by Tenant to Landlord in writing within six (6) months after the Building 2 Scheduled Commencement Date solely date of possession by Tenant. Tenant acknowledges that no representations as a result to the condition of the Premises have been made by Landlord, unless such are expressly set forth in this Lease. Tenant shall make no changes to the Plans and Specifications or the work reflected in the Plans and Specifications without the consent of Landlord’s failure to substantially complete the Restroom Improvements prior to such date, which failure does consent shall not result from Tenant Delays (as defined below) be unreasonably withheld, conditioned or Force Majeure, then the Building 2 Commencement Date shall be extended day for day by the number of days after the Building 2 Scheduled Commencement Date until the issuance of a certificate of occupancy or equivalent permit sign-off (but in no event shall the Building 2 Commencement Date be delayed beyond the date Tenant commences business in the Premises), provided, however, that Tenant delivers written notice to Landlord at such time as Tenant becomes aware that Landlord is in danger of causing such delay. “Tenant Delays” shall mean (i) Tenant’s delay in submittal of Tenant’s Plans and/or responses to Landlord’s comments to Tenant’s Plans beyond the time periods provided in this Work Letter, (ii) Tenant’s delay in any submittals for permits or other governmental approvals with respect to the Tenant Improvements (including without limitation the Restroom Improvements), (iii) changes in Tenant’s Plans as they relate to the Restroom Improvements after they have been submitted to governmental authorities for permits, (iv) delay in obtaining materials for reasons outside Landlord’s reasonable control, and (v) Tenant’s failure to provide reasonable access to the Premises to Landlord’s contractors to install the Restroom Improvements, or unreasonable interference with such installation by Tenant or its contractors or agentsdelayed.

Construction of Tenant Improvements. Tenant Landlord’s contractor shall install commence and diligently proceed (using commercially reasonable efforts) with the construction of the Initial Tenant Improvements promptly following mutual execution and delivery of this Lease and receipt of permits, and shall endeavor (using commercially reasonable efforts) to substantially complete the Initial Tenant Improvements by the Estimated Initial Premises Delivery Date, subject to Tenant Delays (as described in Paragraph 2(a) Section 4 below) and Force Majeure Delays (as described in accordance Section 5 below). Landlord’s contractor shall commence and diligently proceed (using commercially reasonable efforts) with the terms and conditions of this Work Letter. The quantities, character and manner of installation of all of the work related to the Tenant Improvements shall be subject to the limitations imposed by any applicable governmental regulations, laws, ordinances, codes and rules. Notwithstanding the foregoing, Landlord may at Landlord’s sole election itself (with Landlord’s contractor) construct the portion of the Tenant Improvements that consist of the restrooms and related improvements that will service Building 2 (the “Restroom Improvements”), at Tenant’s cost up to a maximum amount of $322,764 (subject to Section 9(b) below), provided that (a) Landlord notifies Tenant in writing of such election prior to Tenant’s commencement of construction of the Must Take Tenant Improvements, and shall endeavor (busing commercially reasonably efforts) Landlord shall use commercially reasonable efforts to not unreasonably interfere with or delay Tenant’s installation of the Tenant Improvements. If a certificate of occupancy or equivalent permit sign-off for the Premises is delayed beyond the Building 2 Scheduled Commencement Date solely as a result of Landlord’s failure to substantially complete the Restroom Must Take Tenant Improvements prior by the Estimated Must Take Premises Delivery Date, subject to such date, which failure does not result from Tenant Delays (as defined described in Section 4 below) or and Force Majeure, then the Building 2 Commencement Date shall be extended day for day by the number of days after the Building 2 Scheduled Commencement Date until the issuance of a certificate of occupancy or equivalent permit sign-off Majeure Delays (but as described in no event shall the Building 2 Commencement Date be delayed beyond the date Tenant commences business in the PremisesSection 5 below), ; provided, however, that Tenant delivers written notice in no event shall Landlord be obligated to Landlord at such time as Tenant becomes aware that Landlord is in danger commence construction for the Must Take Premises prior to the date upon which the current tenant of causing such delay. “Tenant Delays” shall mean (i) Tenant’s delay in submittal of Tenant’s Plans and/or responses to Landlord’s comments the Must Take Premises fully vacates the Must Take Premises, but subject to Tenant’s Plans beyond rights set forth in Section 1.1 of the time periods provided in this Work Letter, (ii) Tenant’s delay in any submittals for permits or other governmental approvals with respect to the Tenant Improvements (including without limitation the Restroom Improvements), (iii) changes in Tenant’s Plans as they relate to the Restroom Improvements after they have been submitted to governmental authorities for permits, (iv) delay in obtaining materials for reasons outside Lease arising from Landlord’s reasonable control, and (v) Tenant’s failure to provide reasonable access to complete construction of the Premises to Landlord’s contractors to install Must Take Tenant Improvements by the Restroom outside delivery date set forth therein. Promptly upon the commencement of the applicable Tenant Improvements, or unreasonable interference Landlord shall furnish Tenant with such installation a construction schedule letter setting forth the projected completion dates therefor and showing the deadlines for any actions required to be taken by Tenant or its contractors or agentsduring such construction, and Landlord may from time to time during construction of such Tenant Improvements modify such schedule.

Construction of Tenant Improvements. Tenant shall install construct but ----------------------------------- Landlord will own (and to the extent set forth in this Section 7.1 will pay for) certain improvements (the "Tenant Improvements") in the Premises. The Tenant Improvements (as described in Paragraph 2(a) below) for the Premises shall be designed and completed in accordance with this Article 7 and Article 31 below, the terms and conditions cost to Landlord of this Work Letter. The quantitieswhich shall not exceed Four Hundred Three Thousand Six Hundred Dollars ($403,600) (i.e., character and manner of installation of all $20 per rentable square foot of the work related to the Tenant Improvements shall be subject to the limitations imposed by any applicable governmental regulations, laws, ordinances, codes and rulesPremises) ("T. I. Allowance"). Notwithstanding the foregoing, Landlord may at Landlord’s sole election itself (with Landlord’s contractor) construct the portion of the Tenant Improvements that consist of the restrooms and related improvements that will service Building 2 (the “Restroom Improvements”), at Tenant’s cost up to a maximum amount of $322,764 (subject to Section 9(b) below), provided that (a) Landlord notifies Tenant in writing of such election prior to Tenant’s commencement of construction As part of the Tenant Improvements, and (b) Landlord Tenant shall use commercially reasonable efforts the T. I. Allowance to pay for twenty-five percent (25%) of the costs of the initial upgrade by Landlord of the Building's electrical power system, such that the Premises will be served with 1400 amps of 277/480V 3 phase power in accordance with Section 19.1 below, however, in no case shall such amount paid by Tenant exceed Fifty-five Thousand Dollars ($55,000). Any costs to construct the Tenant Improvements (including any demolition of current improvements) in excess of the T. I. Allowance shall be paid for by Tenant. The Tenant Improvements shall consist of all interior demolition and improvements constructed in the Premises which are not unreasonably interfere part of the Building's structure or shell and shall include by way of illustration, floor coverings, interior partitions, doors, ceilings, lighting fixtures, wall coverings, electrical and telephone outlets. The Tenant Improvements shall be constructed in accordance with or delay plans and specifications prepared by Tenant’s 's architect and approved by both Landlord and Tenant pursuant to Article 31 of this Lease. Except as otherwise provided herein, the T. I. Allowance shall be available towards the costs of the actual, incurred costs of the Tenant Improvements, including the cost of all labor and materials for the construction and installation of the Tenant Improvements; the cost of demolition work; the cost of all permits, licenses, and fees; all amounts paid to Tenant's contractors under and pursuant to contracts for the construction and installation of the Tenant Improvements; all architectural, engineering, space planning, and other consultant's fees; all amounts paid for mechanical drawings, plans, specifications, shop drawings, designs, and layouts; and reasonable incidental costs related to the foregoing. If The foregoing notwithstanding, Landlord shall cause to be constructed, at Landlord's cost, a certificate of occupancy or equivalent permit sign-off demising wall for the Premises is delayed beyond as shown on Exhibit A attached hereto (the Building 2 Scheduled Commencement Date solely as "Demising Wall"), on or before October 15, 1999. Tenant acknowledges that Landlord has already provided, at Landlord's cost, a result of Landlord’s failure to substantially complete the Restroom Improvements prior to such date, which failure does not result from Tenant Delays (as defined below) or Force Majeure, then the Building 2 Commencement Date shall be extended day primary lobby and entry door for day by the number of days after the Building 2 Scheduled Commencement Date until the issuance of a certificate of occupancy or equivalent permit sign-off (but in no event shall the Building 2 Commencement Date be delayed beyond the date Tenant commences business in the Premises), provided, however, that Tenant delivers written notice to Landlord at such time as Tenant becomes aware that Landlord is in danger of causing such delay. “Tenant Delays” shall mean (i) Tenant’s delay in submittal of Tenant’s Plans and/or responses to Landlord’s comments to Tenant’s Plans beyond the time periods provided in this Work Letter, (ii) Tenant’s delay in any submittals for permits or other governmental approvals with respect to the Tenant Improvements (including without limitation the Restroom Improvements), (iii) changes in Tenant’s Plans as they relate to the Restroom Improvements after they have been submitted to governmental authorities for permits, (iv) delay in obtaining materials for reasons outside Landlord’s reasonable control, and (v) Tenant’s failure to provide reasonable access to the Premises to Landlord’s contractors to install the Restroom Improvements, or unreasonable interference with such installation by Tenant or its contractors or agents.

Construction of Tenant Improvements. Tenant has personally inspected the Leased Premises and accepts the same "as is" without representation or warranty by Landlord of any kind and with the understanding that Landlord shall install have no responsibility with respect thereto except to construct in a good and workmanlike manner the Tenant Improvements (as described improvements in Paragraph 2(a) below) the Leased Premises in accordance with Tenant's plans and specifications which shall be mutually agreed upon by both Landlord and Tenant and attached hereto as Exhibit B in an amount not to exceed Twenty-seven Thousand Three Hundred Forty-six Dollars ($27,346.00) (-Landlord's Allowance') and except as provided in Section 2.01. Tenant hereby acknowledges and agrees that all costs in excess of Landlord's Allowance will be (i) paid by Tenant to Landlord within thirty (30) days of Tenant's receipt of Landlord's invoice therefor; or (ii) amortized at an interest rate of eleven percent (11%) per annum and paid by Tenant as Additional Rent over the terms and conditions of this Work LetterLease Term. The quantities, character and manner of installation of all of the work related Notwithstanding anything contained herein to the Tenant Improvements shall be subject to the limitations imposed by any applicable governmental regulations, laws, ordinances, codes and rules. Notwithstanding the foregoingcontrary, Landlord may agrees that, at Landlord’s 's sole election itself cost and expense (with and without deduction from Landlord’s contractor) construct 's Allowance), Landlord shall repair the portion of existing defect in floor elevation rise within the Leased Premises. In addition, Landlord and Tenant Improvements hereby agree that consist of Landlord will not be responsible for removing the restrooms and related improvements that will service Building 2 existing scissor xxxx lift in the Leased Premises (the “Restroom Improvements”)`Lift') and Tenant shall have the right, at Tenant’s 's sole cost up and expense, to a maximum amount of $322,764 (subject to Section 9(b) below)remove the Lift, provided that (a) Landlord notifies Tenant in writing of promptly repairs any damage caused by such election removal and restores the Leased Premises to its prior condition. In the event Tenant elects not to Tenant’s commencement of construction remove the Lift, Tenant shall have no liability or responsibility to ensure that the Lift is operational at the end of the Lease Term. Landlord hereby agrees that the tenant finish improvements to be constructed pursuant to Exhibit B shall be submitted to four (4) contractors for bids, including one (1) contractor selected by Tenant. Landlord and Tenant Improvementsshall thereafter work together in good faith and in a reasonable manner to select the contractor to perform such work, based on price, quality, delivery and (b) other reasonable factors. Landlord shall use commercially keep Tenant involved in the selection process, but Landlord shall have the ultimate right to select the contractor based on its reasonable efforts to not unreasonably interfere with or delay Tenant’s installation evaluation of the Tenant Improvementsfactors set forth above. If a certificate of occupancy or equivalent permit sign-off for the Premises is delayed beyond the Building 2 Scheduled Commencement Date solely as a result of Landlord’s failure to substantially complete the Restroom Improvements prior to such date, which failure does not result from Tenant Delays (as defined below) or Force Majeure, then the Building 2 Commencement Date There shall be extended day d presumption that the lowest bid will be selected, unless outweighed by other factors. Landlord agrees to warrant all work performed on the tenant finish improvements within the Leased Premises pursuant to EXHIBIT B for day by a period of one (1) year from the number of days after the Building 2 Scheduled Commencement Date until the issuance of a certificate of occupancy or equivalent permit sign-off (but in no event shall the Building 2 Commencement Date be delayed beyond the date Tenant commences business in the Premises), provided, however, that Tenant delivers written notice to Landlord at such time as Tenant becomes aware that Landlord is in danger of causing such delay. “Tenant Delays” shall mean (i) Tenant’s delay in submittal of Tenant’s Plans and/or responses to Landlord’s comments to Tenant’s Plans beyond the time periods provided in this Work Letter, (ii) Tenant’s delay in any submittals for permits or other governmental approvals with respect to the Tenant Improvements (including without limitation the Restroom Improvements), (iii) changes in Tenant’s Plans as they relate to the Restroom Improvements after they have been submitted to governmental authorities for permits, (iv) delay in obtaining materials for reasons outside Landlord’s reasonable control, and (v) Tenant’s failure to provide reasonable access to the Premises to Landlord’s contractors to install the Restroom Improvements, or unreasonable interference with such installation by Tenant or its contractors or agentsDate.

Construction of Tenant Improvements. Landlord shall construct the initial Tenant improvements prior to Tenant's occupancy, and such construction shall commence following Tenant's approval of the final Schematic Floor Plan and its incorporation into this Lease as Exhibit B and the Construction Outline Specifications and their incorporation CIENA into this Lease as Exhibits C-l and C-2 ("Tenant's Approval"). Once commenced, construction shall be prosecuted with due diligence until completion. Tenant shall install direct all communication concerning the Schematic Floor Plan, the Construction Outline Specifications or the actual construction solely to Landlord's Representative. 7.1 The Schematic Floor Plan and Construction Outline Specifications may be modified by the parties provided they mutually agree to (a) the modifications to be made; (b) the manner in which any additional cost shall be paid or reflected in the Total Basic Rent; and (c) modifications of the schedule for the construction of Tenant improvements and of the Estimated Commencement Date. To the extent that such modifications result in increased expenses, such expenses will be paid by Tenant at the time of such modification, and decreases in expenses resulting from such modifications shall be credited to Tenant. 7.2 All improvements now or hereafter constructed, except movable furniture and trade fixtures and those improvements described on Exhibit C-1 (the "Initial Tenant Improvements") put in at the expense of Tenant, shall be the property of Landlord and shall remain with the Premises at the termination of this Lease without molestation or injury; provided, however, that Landlord may elect, at the time it approves the plans therefor, to require Tenant to remove all or any part of said Tenant improvements (other than the Initial Tenant Improvements (except as described in Paragraph 2(ahereinafter provided) below) in accordance with at the terms and conditions expiration of this Work LetterLease, in which event such removal shall be done at Tenant's sole cost and expense. Tenant shall, at its sole cost and expense, repair any damage to the Premises and/or the Building caused by the removal of its personalty. The quantities, character and manner of installation of all of the work related to the Initial Tenant Improvements shall be subject deemed to be owned during the Term by Tenant but shall not be removed or altered by Tenant without Landlord's prior approval, to the limitations imposed by any applicable governmental regulationsextent required under this Lease, laws, ordinances, codes and rulesshall remain with the Premises at the termination of this Lease. Notwithstanding the foregoing, Landlord may at Landlord’s sole election itself (with Landlord’s contractor) construct the portion of the Tenant shall remove all Initial Tenant Improvements that consist of from the restrooms area crosshatched on Exhibit B and related improvements that will service Building 2 (shall restore such area to its condition prior to such removal. 7.3 Provided this Lease and all Exhibits are fully executed on or before noon on October 1, 1995, Tenant shall have access to the “Restroom Improvements”)Premises beginning on or about November 6, at Tenant’s cost up to a maximum amount of $322,764 (subject to Section 9(b) below), 1995 for cabling and computer installation; provided that (ai) Tenant shall give advance verbal notice to Landlord notifies of at least one working day but not more than ten days of its intention to seek such access; (ii) neither Tenant in writing of such election prior to nor Tenant’s commencement of 's employees, contractors, agents, or representatives shall interfere with Landlord's construction of the Tenant Improvementsimprovements (and if such interference occurs and the Completion Date is delayed as a result, and (b) Landlord the Completion Date shall use commercially reasonable efforts be deemed to not unreasonably interfere with or delay Tenant’s installation have occurred one day earlier than it actually occurs for each day the construction of the Tenant Improvements. If a certificate of occupancy or equivalent permit sign-off for the Premises improvements is delayed beyond due to such interference); (iii) all cabling and installation of fixtures shall be approved in advance by Landlord and shall be done under the Building 2 Scheduled Commencement Date solely general supervision of Landlord; and (iv) all terms of this Lease shall be deemed to be in effect as of the first day hereunder except for Sections 3.1, 3.5 and 4.1. Tenant agrees to indemnify and hold harmless CIENA Landlord for any damage or personal injury which may occur as a result of Landlord’s failure to substantially complete Tenant s entry into the Restroom Improvements Premises prior to the Commencement Date. Tenant shall deliver to Landlord evidence of the insurance required to be maintained by Tenant pursuant to Section 19 of this Lease prior to Tenant's entry into the Premises. 7.4 Upon substantial completion of the Tenant improvements such datethat the Premises are in a condition suitable to permit installation of Tenant's manufacturing equipment, Landlord shall notify Tenant that the Premises are ready for occupancy. Landlord shall then arrange a joint inspection of the Premises during which failure does not Landlord and Tenant shall develop a mutually agreeable list of any items to be completed (the "Punchlist"). Agreement to and completion of those items on the Punchlist which materially interfere with Tenant's use or occupancy of the Premises, if any, shall establish the "Completion Date" which is estimated to be on December 4, 1995. If the Completion Date occurs later than December 4, 1995, other than as a result from Tenant Delays (as defined below) or Force Majeureof Tenant's fault, then the Building 2 Commencement Date shall be extended deferred one (1) day for day every two (2) days between December 4, 1995 and the actual Completion Date. The occurrence of the Completion Date, with the exception of those remaining minor items contained in the Punchlist, conclusively shall establish that as of the Commencement Date the Premises (a) are in good and satisfactory condition, subject to Landlord's Warranty set forth in Exhibit C-2; (b) have been accepted by the number of days after Tenant; (c) have been completed in accordance with the Building 2 Scheduled Schematic Floor Plan and Construction Outline Specifications; and (d) in such event, shall establish the Commencement Date until the issuance of this Lease. If any remaining minor Punchlist item is not completed by Landlord within a certificate reasonable period of occupancy or equivalent permit sign-off (but in no event shall the Building 2 Commencement Date be delayed beyond the date time after notice thereof from Tenant, Tenant commences business in the Premises), provided, however, that Tenant delivers written notice to Landlord at such time may complete same and offset any cost incurred as Tenant becomes aware that Landlord is in danger of causing such delay. “Tenant Delays” shall mean (i) a result thereof against Tenant’s delay in submittal of Tenant’s Plans and/or responses 's remaining construction payment obligations to Landlord’s comments to Tenant’s Plans beyond the time periods provided in this Work Letter, (ii) Tenant’s delay in any submittals for permits or other governmental approvals with respect to the Tenant Improvements (including without limitation the Restroom Improvements), (iii) changes in Tenant’s Plans as they relate to the Restroom Improvements after they have been submitted to governmental authorities for permits, (iv) delay in obtaining materials for reasons outside Landlord’s reasonable control, and (v) Tenant’s failure to provide reasonable access to the Premises to Landlord’s contractors to install the Restroom Improvements, or unreasonable interference with such installation by Tenant or its contractors or agents.

Construction of Tenant Improvements. Landlord shall provide an allowance for Tenant Improvements as set forth in this Section 13 as follows: (a) Landlord shall install provide an allowance in a maximum amount of eight dollars ($8.00) per rentable square foot of the Reduced Premises (defined below), unless, prior to the TI Allowance Commencement Date (defined below), Tenant delivers a Commitment Notice to continue to lease the entirety of the currently existing Leased Premises throughout the Extended Lease Term, in which event such allowance shall be based upon the rentable square footage of the entire Leased Premises (the “Allowance”) to be used only for the following purposes: (i) for refurbishment of the Reduced Premises or the Leased Premises, as the case may be, (ii) to reconfigure furniture at the Reduced Premises or the Leased Premises, as the case may be, and (iii) to demise the Reduced Premises from the Relinquished Space or the Additional Space, as the case may be (if applicable); (b) Tenant acknowledges that Landlord has agreed to perform the Tenant Improvements as set forth in the Work Letter attached hereto as Exhibit C (the “Work Letter”). Except as otherwise specifically provided in either or both of this Lease and the Work Letter, Landlord shall not be obligated to make any repairs, replacement or improvements of any kind or nature to the foregoing in connection with, or in consideration of, this Lease, nor shall Landlord be required to expend any monies pursuant to the Work Letter in excess of the Allowance. (c) Landlord shall have no obligation to construct any of the Tenant Improvements unless and until the first to occur of (a) February 1, 2007, being the commencement date of the Extended Lease Term or (b) the date on which Landlord and a third party tenant enter into an AS Lease, as defined below, and (c) the date on which Plan A is implemented (whichever of (a), (b) or (c) is applicable, the “TI Allowance Commencement Date”). (d) All rights of Tenant and obligations of Landlord contained in this Section 13 and the Work Letter shall apply solely if, as of the TI Allowance Commencement Date, this Lease shall be in full force and effect and no act or omission shall occur which, with the giving of notice or the passage of time, or both, shall constitute a breach or default by Tenant under this Lease. (e) Within thirty (30) days following substantial completion of, and payment in full for, the Tenant Improvements (“Substantial Completion and Payment”), and to the extent that unexpended funds remain available in the Allowance, Landlord shall pay to Tenant, as described an allowance for Tenant’s purchase of additional personal property to be utilized for Tenant’s business operations in Paragraph 2(a) below) in accordance the Leased Premises, including, but not limited to, furniture and equipment, and to otherwise provide Tenant with funds to facilitate the terms cleaning and conditions of this Work Letter. The quantities, character and manner of installation of all redecorating of the work related Leased Premises, an amount equal to the Tenant Improvements shall be subject to lesser of (i) the limitations imposed by any applicable governmental regulations, laws, ordinances, codes then-remaining and rules. Notwithstanding the foregoing, Landlord may at Landlord’s sole election itself (with Landlord’s contractor) construct the unexpended portion of the Tenant Improvements that consist of the restrooms Allowance; and related improvements that will service Building 2 (the “Restroom Improvements”), at Tenant’s cost up to a maximum amount of $322,764 (subject to Section 9(b) below), provided that (a) Landlord notifies Tenant in writing of such election prior to Tenant’s commencement of construction of the Tenant Improvements, and (b) Landlord shall use commercially reasonable efforts to not unreasonably interfere with or delay Tenant’s installation of the Tenant Improvements. If a certificate of occupancy or equivalent permit sign-off for the Premises is delayed beyond the Building 2 Scheduled Commencement Date solely as a result of Landlord’s failure to substantially complete the Restroom Improvements prior to such date, which failure does not result from Tenant Delays (as defined below) or Force Majeure, then the Building 2 Commencement Date shall be extended day for day by the number of days after the Building 2 Scheduled Commencement Date until the issuance of a certificate of occupancy or equivalent permit sign-off (but in no event shall the Building 2 Commencement Date be delayed beyond the date Tenant commences business in the Premises), provided, however, that Tenant delivers written notice to Landlord at such time as Tenant becomes aware that Landlord is in danger of causing such delay. “Tenant Delays” shall mean (i) Tenant’s delay in submittal of Tenant’s Plans and/or responses to Landlord’s comments to Tenant’s Plans beyond the time periods provided in this Work Letter, (ii) Tenant’s delay in any submittals for permits or other governmental approvals with respect a sum equal to the Tenant Improvements product of (including without limitation the Restroom Improvements), (iiix) changes in Tenant’s Plans as they relate to the Restroom Improvements after they have been submitted to governmental authorities for permits, (iv) delay in obtaining materials for reasons outside Landlord’s reasonable control, $2.00 and (vy) Tenant’s failure to provide reasonable access to the Premises to Landlord’s contractors to install the Restroom ImprovementsRentable Area as of February 1, or unreasonable interference with such installation by Tenant or its contractors or agents2007.

Construction of Tenant Improvements. Tenant Lessee understands and agrees that Lessor is currently in the process of constructing the improvements which shall install comprise the Tenant Improvements Premises. In the course of such construction, Lessor hereby agrees to construct the tenant improvements set forth in the plans and specifications attached hereto as Exhibit “B”. Such plans and specifications are hereby clarified as follows: SEE EXHIBIT “B”. Lessee has reviewed and approved all such plans and specifications. Any changes or additions made by Lessee to such plans and specifications shall be at Lessee’s sole cost and expense, including a ten percent (10%) administrative payment to Lessor. Such additional payments shall be paid by Lessee to Lessor as described in Paragraph 2(afollows: (i) belowfifty percent (50%) in accordance with the terms upon approval of such change by Lessor; and conditions of this Work Letter. The quantities, character and manner of installation of all (ii) fifty percent (50%) prior to occupancy of the work related to the Tenant Improvements Premises by Lessee. All tenant improvements shall be subject to deemed substantially completed when the limitations imposed by any applicable governmental regulations, laws, ordinances, codes and rulesCity of Carpinteria issues a Certificate of Occupancy for the Premises. Notwithstanding the foregoingissuance of such Certificate, Landlord may at Landlord’s sole election itself (Lessee shall be provided with Landlord’s contractor) construct a punch list of such tenant improvements prior to the portion commencement of the Tenant Improvements that consist of the restrooms and related improvements that will service Building 2 (the “Restroom Improvements”), at Tenant’s cost up to a maximum amount of $322,764 (subject to Section 9(b) below), provided that (a) Landlord notifies Tenant in writing of such election prior to Tenant’s commencement of construction of the Tenant Improvementslease term, and (b) Landlord shall use commercially reasonable efforts to not unreasonably interfere with or delay Tenant’s installation of the Tenant Improvements. If a certificate of occupancy or equivalent permit sign-off for inspect the Premises is delayed beyond the Building 2 Scheduled Commencement Date solely as a result of Landlord’s failure to substantially complete the Restroom Improvements prior to such date, after their substantial completion. Lessee shall set forth any manner in which failure does not result from Tenant Delays (as defined below) or Force Majeure, then the Building 2 Commencement Date shall be extended day for day by the number of days after the Building 2 Scheduled Commencement Date until the issuance of a certificate of occupancy or equivalent permit sign-off (but in no event shall the Building 2 Commencement Date be delayed beyond the date Tenant commences business in the Premises), provided, however, Lessee claims that Tenant delivers written notice to Landlord at such time as Tenant becomes aware that Landlord is in danger of causing such delay. “Tenant Delays” shall mean (i) Tenant’s delay in submittal of Tenant’s Plans and/or responses to Landlord’s comments to Tenant’s Plans beyond the time periods provided in this Work Letter, (ii) Tenant’s delay in any submittals for permits or other governmental approvals with respect to the Tenant Improvements (including without limitation the Restroom Improvements), (iii) changes in Tenant’s Plans as they relate to the Restroom Improvements after they have been submitted to governmental authorities for permits, (iv) delay in obtaining materials for reasons outside Landlord’s reasonable control, and (v) Tenant’s failure to provide reasonable access to the Premises to Landlord’s contractors do not conform to install the Restroom Improvementsplans and specifications attached hereto as Exhibit “B”, or unreasonable interference with as reasonably measured by the standards of finished, comparably priced industrial space in the Santa Xxxxxxx area (hereinafter the “discrepancy”). Lessor shall cure such installation by Tenant or its contractors or agentsdiscrepancies to the extent Lessor deems such discrepancies to be reasonably claimed, within thirty (30) days following commencement of the lease term. Provided however, if any such discrepancy is incapable of cure within such thirty (30)-day period, and Lessor has commenced the cure of such discrepancy within such thirty (30)-day period, this provision shall be satisfied.

Construction of Tenant Improvements. Tenant shall install has personally inspected the Tenant Improvements (as described in Paragraph 2(a) below) in accordance Leased Premises and accepts the same “AS IS” without representation or warranty by Landlord of any kind and with the terms understanding that Landlord shall have no responsibility with respect thereto except to construct in a good and conditions workmanlike manner the improvements designated as Landlord’s obligations in the attached Exhibit B. Landlord shall pay the cost of this Work Lettersuch improvements in an amount not to exceed Five Hundred Ninety-four Thousand Dollars ($594,000.00) (“Landlord’s Allowance”). The quantities, character and manner of installation of Tenant hereby agrees that all of the work related to the Tenant Improvements costs for tenant finish improvements which exceed Landlord’s Allowance shall be subject paid by Tenant to the limitations imposed by any applicable governmental regulations, laws, ordinances, codes and rules. Notwithstanding the foregoing, Landlord may at Landlord’s sole election itself within thirty (with Landlord’s contractor30) construct the portion days of the Tenant Improvements that consist of the restrooms and related improvements that will service Building 2 (the “Restroom Improvements”), at Tenant’s cost up to a maximum amount of $322,764 (subject to Section 9(b) below), provided that (a) Landlord notifies Tenant in writing of such election prior to Tenant’s commencement of construction of the Tenant Improvements, and (b) Landlord shall use commercially reasonable efforts to not unreasonably interfere with or delay Tenant’s installation of the Tenant Improvements. If a certificate of occupancy or equivalent permit sign-off for the Premises is delayed beyond the Building 2 Scheduled Commencement Date solely as a result receipt of Landlord’s failure invoice therefor. Notwithstanding anything contained herein to substantially the contrary, Landlord hereby agrees to allow Oakwood Builders (“Oakwood”) to bid on the initial tenant finish improvement work to be performed in the Leased Premises. In the event Oakwood’s bid is more than three percent (3%) lower than Landlord’s estimated cost of such tenant finish improvements, Oakwood shall perform such tenant finish improvements and Landlord shall receive a supervisory fee in an amount not to exceed three percent (3%) of the costs incurred to complete the Restroom Improvements prior tenant finish improvements, together with customary general conditions. In the event Tenant reduces the initial tenant finish improvements to such dateachieve a cost savings; or in the event Oakwood performs the initial tenant finish improvements and the cost thereof plus Landlord’s supervisory fee is less than the Landlord’s Allowance, which failure does not result from Tenant Delays (shall utilize the cost difference between Landlord’s Allowance and the actual costs incurred to complete the initial tenant finish improvements, towards additional tenant finish improvements within the Leased Premises, including wiring and cabling. In the event Landlord is chosen as defined below) or Force Majeurethe general contractor, then all work on the Building 2 Commencement Date initial tenant finish improvements shall be extended day for day performed by Duke Construction Limited Partnership or a subsidiary or affiliate of Landlord (“DCLP”) which shall receive a construction management fee, in an amount not to exceed seven percent (7%) of the number of days after costs incurred to complete the Building 2 Scheduled Commencement Date until the issuance of a certificate of occupancy or equivalent permit sign-off (but in no event shall the Building 2 Commencement Date be delayed beyond the date Tenant commences business in the Premises)tenant finish improvements, providedtogether with customary general conditions, however, that Tenant delivers written notice to Landlord at such time as Tenant becomes aware that Landlord is in danger of causing such delay. “Tenant Delays” shall mean (i) Tenant’s delay in submittal of Tenant’s Plans and/or responses to Landlord’s comments construction manager or general contractor. Any work performed for non-structural tenant finish improvements shall be warranted by Landlord against defects in materials and workmanship for a period of one (1) year from the Commencement Date. Landlord and Tenant agree that all work on any subsequent tenant finish improvements shall be performed by DCLP which shall receive a construction management fee in an amount not to Tenant’s Plans beyond exceed ten percent (10%) of the time periods provided in this Work Lettercosts incurred to complete the tenant finish improvements, (ii) Tenant’s delay in any submittals for permits or other governmental approvals together with respect to the Tenant Improvements (including without limitation the Restroom Improvements)customary general conditions, (iii) changes in Tenant’s Plans as they relate to the Restroom Improvements after they have been submitted to governmental authorities for permits, (iv) delay in obtaining materials for reasons outside Landlord’s reasonable control, and (v) Tenant’s failure to provide reasonable access to the Premises to Landlord’s contractors to install the Restroom Improvements, construction manager or unreasonable interference with such installation by Tenant or its contractors or agentsgeneral contractor.

Construction of Tenant Improvements. Until Tenant shall install approves the Tenant Improvements (as described in Paragraph 2(a) below) in accordance with the terms and conditions of this Work Letter. The quantities, character and manner of installation of all of the work related to the Tenant Improvements shall be subject to the limitations imposed by any applicable governmental regulations, laws, ordinances, codes and rules. Notwithstanding the foregoingFinal Plans, Landlord may at Landlord’s sole election itself (with Landlord’s contractor) construct will be under no obligation to cause the portion construction of any of the Tenant Improvements that consist Improvements. Following Tenant’s approval of the restrooms Final Plans, Landlord’s contractor will commence and related improvements that will service Building 2 (diligently proceed with the “Restroom Improvements”), at Tenant’s cost up to a maximum amount of $322,764 (subject to Section 9(b) below), provided that (a) Landlord notifies Tenant in writing of such election prior to Tenant’s commencement of construction of the Tenant Improvements, and (b) Landlord shall use commercially reasonable efforts subject to not unreasonably interfere with or delay Tenant’s installation of the Tenant Improvements. If a certificate of occupancy or equivalent permit sign-off for the Premises is delayed beyond the Building 2 Scheduled Commencement Date solely as a result of Landlord’s failure to substantially complete the Restroom Improvements prior to such date, which failure does not result from Tenant Delays (as defined in Section 3A of the Lease) and Force Majeure Delays (as described in Section 9 below). Landlord warrants and guarantees all labor, material and services employed and furnished by or to it in performing the Tenant Improvements and agrees promptly to amend and make good, upon demand by Tenant, and at Landlord’s expense, any and all defects due to imperfect workmanship, materials and damages resulting therefrom, to the reasonable approval and acceptance of Tenant, provided such defects and deficiencies are discovered within three (3) years following the Suite 350 Commencement Date. Should Landlord refuse or Force Majeureneglect to proceed at once with the correction of rejected or defective materials or workmanship, after receiving notice to do so, then the Building 2 Commencement Date shall be extended day for day by the number of days Tenant, after the Building 2 Scheduled Commencement Date until the issuance of a certificate of occupancy or equivalent permit sign-off (but in no event shall the Building 2 Commencement Date be delayed beyond the date Tenant commences business in the Premises), provided, however, that Tenant delivers reasonable prior written notice to Landlord and an opportunity to cure, shall have the right and power to have the defects, remedies or changes made at the expense of Landlord, and Landlord agrees to pay Tenant on demand any and all loss or expense paid or incurred by Tenant in remedying such time defects, and making such changes, together with interest on said total sum at the rate of ten percent (10%) per annum until paid, plus all court costs and attorney fees incurred in collection. Furthermore, Landlord agrees to transfer on a non-exclusive basis to Tenant all manufacturer’s product and equipment warranties in so far as Tenant becomes aware that Landlord is in danger of causing such delay. “Tenant Delays” shall mean (i) Tenant’s delay in submittal of Tenant’s Plans and/or responses to Landlord’s comments to Tenant’s Plans beyond the time periods provided in this Work Letter, (ii) Tenant’s delay in any submittals for permits or other governmental approvals with respect same pertain to the Tenant Improvements (including without limitation the Restroom Improvements), (iii) changes in Tenant’s Plans as they relate to the Restroom Improvements after they have been submitted to governmental authorities for permits, (iv) delay in obtaining materials for reasons outside Landlord’s reasonable control, and (v) Tenant’s failure to provide reasonable access to the Premises to Landlord’s contractors to install the Restroom Improvements, or unreasonable interference with such installation by Tenant or its contractors or agentsare assignable.

Construction of Tenant Improvements. a. Lessor shall make arrangements for Reno Contracting, Inc. or such other contractor selected by Lessor ("Contractor") to construct the Phase 1 Tenant shall install Improvements as indicated on the Phase 1 Plans in a good and workmanlike manner as soon as reasonably possible and consistent with industry custom and practice. Although Lessor will enforce the contract with Contractor to have the Tenant Improvements (completed as described soon as reasonably possible, Lessor shall not be liable for delay in Paragraph 2(a) below) in accordance with the terms and conditions of this Work Letter. The quantities, character and manner of installation of all of the work related to the Tenant Improvements shall be subject to the limitations imposed by any applicable governmental regulations, laws, ordinances, codes and rules. Notwithstanding the foregoing, Landlord may at Landlord’s sole election itself (with Landlord’s contractor) construct the portion construction of the Tenant Improvements except to the extent that consist such delay is caused by Lessor's failure to respond to Working Drawings or Plans within three business days of their submission to Lessor and such delay directly causes a delay in the Substantial Completion of the restrooms and related improvements that will service Building 2 proposed Tenant Improvements. b. The construction contract for the Phase 1 Tenant Improvements with Contractor (the “Restroom "Construction Contract") shall be in form and substance acceptable to Lessor and reasonably approved by Lessee and shall include, without limitation, requirements (i) that Contractor carry such insurance as Lessor and Lessee may reasonably require, (ii) that the Contractor provide a commercially reasonable construction warranty, which may be enforced by Lessee, (iii) that the Contractor's fee shall be calculated on a "cost plus a fee" basis where the fee for overhead and profit shall not exceed five percent (5%) of cost and the fee for liability insurance shall not exceed .60% (with the amount charged for general conditions and supervision competitive with the current market for similar tenant improvement projects in the Carlsbad Research Center, and (iv) that Contractor secure independent sealed bids from three (3) subcontractors mutually acceptable to Lessor and Lessee (to the extent that such bids are reasonably available) for each trade (except for roofing and fire safety, which subcontractors Lessor shall select) whose costs are in excess of five percent (5%) of the Work Cost Estimate. Lessee may designate that the lowest bidding subcontractor be selected. Both Lessor and Lessee shall have the full benefit of all contractor warranties in connection with the Phase 1 Tenant Improvements”), at Tenant’s cost up . Lessor shall direct and authorize Contractor to a maximum amount keep Lessee's representative fully informed of $322,764 (subject the construction process for the Phase 1 Tenant Improvements and to Section 9(b) below), provided that (a) Landlord notifies Tenant provide Lessee's representative with access to all documentation and other information in writing of such election prior to Tenant’s commencement of Contractor's possession or control regarding construction of the Tenant Improvements, and (b) Landlord shall use commercially reasonable efforts to not unreasonably interfere with or delay Tenant’s installation of the Phase 1 Tenant Improvements. The Construction Contract shall not require the Contractor to post a completion bond if the premium therefor will be included in the Total Cost without the Lessee's express prior written consent. c. If a certificate of occupancy or equivalent permit sign-off for Lessor and Lessee elect to construct the Premises is delayed beyond the Building 2 Scheduled Commencement Date solely as a result of Landlord’s failure to substantially complete the Restroom Tenant Improvements prior to such date, which failure does not result from Tenant Delays (as defined below) or Force Majeurein two phases, then the Building 2 Commencement Date shall be extended day for day by the number of days after the Building 2 Scheduled Commencement Date until following the issuance of a certificate of occupancy for the Phase 1 Tenant Improvements and Lessee's deposit of the amount by which the Total Cost exceeds the remaining Allowance as described in paragraph 5 below, Lessor shall make arrangements for Contractor to construct the Phase 2 Tenant Improvements. Lessor and Lessee shall cooperate with Contractor and Designer to cause the Phase 2 Tenant Improvements to be completed as soon as reasonably possible after the completion and approval of the Phase 2 Working Drawings as described in Section 3.e above. d. Lessee shall designate a representative who shall attend all planning and construction meetings related to the Tenant Improvements. Lessor shall designate a representative to participate in the Tenant Improvement process. However, Lessor shall not receive a separate fee in connection with Lessor's reviewing the design and construction of the Tenant Improvements for the Premises and supervising Contractor in the construction of the Tenant Improvements. x. Xxxxxx shall complete construction of the Shell within a commercially reasonable period in accordance with the Shell Architectural Drawings. However, if Lessor delays completion of the Shell (other than delays related to the Mezzanine Improvements or equivalent permit sign-off (but other changes requested by Lessee) and such delay causes a corresponding delay in no event shall the Building 2 completion of the Tenant Improvements, then the Commencement Date shall be delayed beyond pushed forward by the date Tenant commences business number of days in delay of the completion of the Shell that caused a corresponding delay in the Premises)completion of the Tenant Improvements. f. Prior to execution of the contracts with the Designer and the Contractor, provided, however, that Tenant delivers written notice to Landlord at such time as Tenant becomes aware that Landlord is in danger Lessor and Lessee shall agree upon a schedule for design and construction of causing such delay. “Tenant Delays” shall mean (i) Tenant’s delay in submittal of Tenant’s Plans and/or responses to Landlord’s comments to Tenant’s Plans beyond the time periods provided in this Work Letter, (ii) Tenant’s delay in any submittals for permits or other governmental approvals with respect to the Tenant Improvements (including without limitation the Restroom Improvements"Completion Schedule"), broken down by number of days to complete certain milestones and attach it to this Agreement as Schedule I. If either Designer or Contractor fall behind more than fourteen (iii14) changes days in Tenant’s Plans the completion of any milestone in the Completion Schedule, then Lessee may provide Lessor with a notice that the Completion Schedule is not being met. Lessor shall use commercially reasonable efforts to cause Designer or Contractor, as they relate the case may be, to remedy the failure to proceed pursuant to the Restroom Improvements Construction Schedule. If within five (5) business days after they have been submitted receipt of such notice Lessor is unable to governmental authorities for permitscause Designer or Contractor, (iv) as the case may be, to provide reasonably acceptable assurances that there will be no further delay in obtaining materials for reasons outside Landlord’s reasonable controlthe identified portion of the Completion Schedule or that the identified delay otherwise will be remedied and the other portions of the Completion Schedule will be met, then Lessee shall have the right to enforce its third party beneficiary rights under the contract with the Designer or Contractor, as applicable, and (v) Tenant’s failure take any action Lessee deems reasonably necessary to provide reasonable access cause completion of the Tenant Improvements as soon as reasonably possibly, including, without limitation, termination of the applicable contract with Designer or Contractor. Notwithstanding the foregoing, any action Lessee may take pursuant to this subparagraph 4.f shall be deemed a Change Order for purposes of this Agreement and Lessee shall comply with the Premises provisions of Paragraph 7 of this Agreement with respect to Landlord’s contractors to install any action that Lessee may take that increases the Restroom cost of completing the Tenant Improvements, or unreasonable interference including, without limitation, the cost of terminating any contracts. Lessor shall have no liability with respect to any delays in completion of the Tenant Improvements in connection with such installation by Tenant or its contractors or agentscircumstances.

Construction of Tenant Improvements. Paragraph 1.3(b) of the Lease is deleted and replaced as follows. As soon as practicable after the date hereof, and in all events not later than five (5) days after Tenant’s Plans and Specifications have been prepared, Landlord and Tenant mutually shall install establish written objective criteria (“Criteria”) for the selection of a general contractor or construction manager to complete or supervise, or both, construction of Tenant’s Improvements (being the improvements pursuant to Tenant’s Plans and Specifications; all capitalized terms herein, unless otherwise expressly provided, shall have the meaning set forth in the Lease). Such Criteria shall include, without limitation, the date by which the contractor commits to completing the work, the contract price and the contractor’s reputation as a contractor. Bids for construction of the Tenant Improvements (will be solicited by Xxxx and Wentworth as described soon as practicable after completion of Tenant’s Plans and Specifications and establishment of the Criteria, and in Paragraph 2(a) below) all events in time sufficient to receive, review and select a bid by October 15, 2000. Bids will be solicited from Point Construction, Xxxx and Xxxxxxxxx and at least one other contractor mutually selected by the parties. Selection of the contractor will be made by mutual agreement, based on the written Criteria. The parties agree to cooperate and act in good faith, as expeditiously as practicable, in establishing the Criteria, soliciting bids and selecting a contractor. If the contractor selected is Point Construction, Landlord shall enter into a contract with Point Construction in accordance with its bid and the terms Criteria. If the contractor selected is not Point Construction, Tenant will enter into the contract with the contractor in accordance with its bid and conditions the Criteria (referred to hereafter as Tenant’s “Construction Option”), in which case the following provisions shall apply: (a) Paragraph 1.3(a) of the Lease (excluding the portions of Paragraph 1.3 preceding Paragraph 1.3(a)) shall be of no further force and effect. (b) By January 10, 2001 Landlord shall substantially complete (as defined in Section 3(c) hereof) the following base building items (“Landlord’s Initial Base Building Construction”) in order to allow the Tenant Improvement work (which can then be commenced)to proceed without material interference (any one or more of which can be waived in writing by Tenant, in its sole discretion): (i) All structural systems including, but not limited to, structural steel, metal deck and concrete floors shall be complete. (ii) The building roof will be completely watertight and will remain so throughout the completion of the project. (iii) Building heating systems will be fully installed and capable of operation immediately following the installation of Tenant distribution ductwork. If the heating system is not fully capable of operation, it will be the obligation of Landlord to provide, operate, maintain and pay for temporary heating measures in order to maintain a building climate that is adequate to support all construction operations. (iv) The metal studwork at the building perimeter will be entirely installed. (v) Metal framing for all window systems will be entirely installed. (vi) The entire perimeter wall will be watertight and shall remain so until the completion of the project. If (due to the progress of the base building work) Landlord is required to provide this Work Letterenclosure through temporary means (i.e. tarps), it will be solely Landlord’s responsibility to install and maintain such items of temporary protection. Additionally, Landlord will be responsible to remove and reinstall these items of temporary protection to allow material loading. (vii) The building electrical distribution will be fully operational with all systems that are required as a part of base building construction in place. If this system is not operational as of January 10, 2001, temporary power outlets and lighting will be installed by Landlord as required to facilitate the installation of Tenant Improvement work. The quantitiestemporary power will include no less than five (5) quad outlets evenly distributed per floor. The temporary lighting will consist of one (1) one hundred watt lamp every 200 S.F. Removal of the temporary lighting and power wiring and devices will be the responsibility of Landlord. In any event, character the building electrical distribution system will be fully operational with all systems that are required as a part of base building construction by February 22, 2001. (viii) All fire sprinkler risers and manner sprinkler piping mains that are required as a part of base building work will be fully installed. (ix) Access to the site for deliveries will be uninhibited. (x) Landlord will be responsible for all utility charges until all of the glass is installed in the exterior wall. When all glass is installed, costs will be distributed as indicated in Exhibit A to the Lease. (xi) Designated parking areas will be provided for construction personnel involved in the Tenant Improvement work. (xii) Two operational bathrooms will be provided for construction personnel that will be performing the tenant work. If operational bathrooms are not available, the substitution of four (4) portable toilet units will be acceptable. (xiii) All stair shafts, mechanical shafts and elevator shafts will be constructed prior to the commencement of tenant installation work. (c) Landlord shall substantially complete the following work (“Landlord’s Additional Base Building Construction”) (any one or more of which can be waived in writing by Tenant, in its sole discretion). Landlord shall be deemed to have substantially completed a component of the work when all of the work related to comprising such component is completed so that (x) work on Tenant’s Improvements is not delayed beyond the Tenant TI Construction Period (hereafter defined), (y) the cost of completing Tenant’s Improvements is not increased beyond the cost which would be incurred if the component of Landlord’s Additional Base Building Construction were completed and (z) the only incomplete items are minor or insubstantial details of construction. Landlord’s Additional Base Building Construction shall be subject to completed by the limitations imposed following dates: (i) Elevators will be operational, inspected and available for use as of February 10, 2001. If this is not completed and a standby mechanic is required for tool and material loading for Tenant Improvement work, the costs for this mechanic will be the responsibility of Landlord. (ii) The base building fire alarm system will be fully installed and capable of operation immediately following the installation of tenant devices and wiring by any applicable governmental regulationsMarch 8, laws2001. (iii) All glass will be installed in the perimeter wall system by February 10, ordinances2001. (iv) All base building plumbing systems will be fully installed and operational by March 8, codes 2001. (v) The sheetrock and ruleswindowsills at the perimeter walls will be completely installed, spackled and ready for finishes by February 10, 2001. Notwithstanding It is understood and accepted that the foregoing, Landlord may at Landlord’s sole election itself (with Landlord’s contractor) construct installation of this sheetrock will be completed in a sequence that will facilitate the portion installation of the Tenant Improvements Improvement work to the degree that consist this sequencing does not adversely effect the base building construction work. Additionally, it is agreed that Landlord and Tenant or Tenant’s contractor will work in cooperation to allow the installation of wiring and/or outlets in this wall. This includes prior notification to Tenant before installing sheetrock on any of these walls. (vi) The base building fire sprinkler system as shown on the project drawings will be fully in place and capable of operation immediately following the installation of the restrooms branch piping and related improvements sprinkler heads by February 10, 2001 at the latest. (vii) Landlord will apply for the Base Building CO as early as practicable and shall obtain the Base Building CO at least one (1) week before the end of the TI Construction Period (hereafter defined). (d) Tenant acknowledges that will service Building 2 (the “Restroom Improvements”), at when Tenant’s cost up to a maximum amount contractors commence and continue the completion of $322,764 (subject to Section 9(b) below), provided that (a) Landlord notifies Tenant in writing of such election prior to Tenant’s commencement of the construction of the Tenant Improvements, that Landlord’s contractors will be at the Building completing the work which is Landlord’s responsibility under the Lease. Tenant and (bLandlord agree to make diligent and good faith efforts to minimize the amount of interference with the other party’s contractors. Tenant, Landlord and their respective architect(s) Landlord and contractors shall use commercially reasonable diligent, continuous and good faith efforts to cooperate with one another to maximize the likelihood that each party will successfully complete its portion of work to the Leased Premises so that substantial completion of the Leased Premises (as provided in Paragraph 1.4 of the Lease) occurs on or before April 8, 2001. (e) Subject to the subsection 3(d) of this Amendment, Tenant shall have the right (but no obligation) to commence Tenant Improvement work prior to completion of Landlord’s Initial Base Building Construction provided that this work does not unreasonably interfere with or delay Tenantsignificantly impact the progress of the base building construction. (f) Tenant shall have ninety-one (91) days (the “TI Construction Period”) after Landlord’s installation of Initial Base Building Construction is complete to complete the Tenant Improvements. If a certificate of occupancy or equivalent permit sign-off for the Premises is delayed beyond the Building 2 Scheduled Commencement Date solely as a result of Landlord’s failure to substantially complete the Restroom Improvements prior to such date, which failure does not result from Tenant Delays (as defined below) or Force Majeure, then the Building 2 Commencement Date The TI Construction Period shall be extended day for day up to but not more that fifteen (15) days by the number reason of days after the Building 2 Scheduled Commencement Date until the issuance of a certificate of occupancy or equivalent permit sign-off (but in no event shall the Building 2 Commencement Date be delayed beyond the date Tenant commences business in the Premises), provided, however, that Tenant delivers written notice to Landlord at such time Force Majeure as Tenant becomes aware that Landlord is in danger of causing such delay. “Tenant Delays” shall mean (i) Tenant’s delay in submittal of Tenant’s Plans and/or responses to Landlord’s comments to Tenant’s Plans beyond the time periods defined and provided in this Work Letter, (ii) Tenant’s delay in any submittals for permits or other governmental approvals with respect to the Tenant Improvements (including without limitation the Restroom Improvements), (iii) changes in Tenant’s Plans as they relate to the Restroom Improvements after they have been submitted to governmental authorities for permits, (iv) delay in obtaining materials for reasons outside Landlord’s reasonable control, and (v) Tenant’s failure to provide reasonable access to the Premises to Landlord’s contractors to install the Restroom Improvements, or unreasonable interference with such installation by Tenant or its contractors or agents.Paragraph 31.1

Construction of Tenant Improvements. All improvements not included ----------------------------------- within the scope of the Building Shell shall be deemed "Tenant Improvements." Lessor, using the General Contractor, shall install construct the Tenant Improvements (as described and shall contribute the Tenant Improvement Allowance towards the payment of same and Lessee shall pay all costs associated with same in Paragraph 2(a) below) in accordance with the terms and conditions of this Work Letter. The quantities, character and manner of installation of all excess of the work related to the Tenant Improvements shall be subject to the limitations imposed by any applicable governmental regulations, laws, ordinances, codes and rulesImprovement Allowance. Notwithstanding the foregoing, Landlord Lessee may at Landlord’s sole election itself (with Landlord’s contractor) select a general contractor other than Lessor's General Contractor to construct the portion Tenant Improvements by giving written notice to Lessor on or before April 1, 2000, provided that (i) such general contractor has sufficient financial strength and experience in constructing first class quality improvements of the type to be constructed in the Premises to reasonably satisfy Lessor and any lender whose loan is secured by the Project or any part thereof and, (ii) Lessee agrees in such notice that the Tenant Improvements identified on Exhibit N hereto as "Early Construction Improvements" shall be constructed by Lessor's General Contractor to facilitate construction of the balance of the Tenant Improvements by the Lessee selected general contractor (that consist the Early Construction Improvements shall retain concurrent status as Tenant Improvements, the cost of which is to be charged to the restrooms and related improvements that will service Building 2 (the “Restroom Improvements”Tenant Improvement Allowance), at Tenant’s cost up and (iii) such general contractor is ready, willing and able and agrees to a maximum amount of $322,764 construct the Tenant Improvements in accordance with Lessor's General Contractor's construction schedule, and (subject iv) any failure by such Lessee selected general contractor to Section 9(b) below), provided that (a) Landlord notifies construct the Tenant Improvements in writing of such election prior to Tenant’s commencement of accordance with Lessor's General Contractor's construction of schedule shall be Lessee Delay. If Lessor's General Contractor constructs the Tenant Improvements, and (b) Landlord or if Lessee selects a general contractor other than Lessor's General Contractor, but Lessor's General Contractor nonetheless contracts with Lessor to construct the "Early Construction Improvements," in each case the contract shall use commercially reasonable efforts be a guaranteed maximum price contract based upon the successful bids of subcontractors and/or negotiated prices as provided in Section 2.04(f). The total compensation to the General Contractor under such contract shall be equal to a contractor's fee not unreasonably interfere with or delay Tenant’s installation to exceed an amount equal to 2.5% of the Tenant Improvements. If contract (provided that a certificate of occupancy or equivalent permit sign-off contractor's fee shall not be payable for the Premises is delayed beyond the Building 2 Scheduled Commencement Date solely as a result of Landlord’s failure change orders required due to substantially complete the Restroom Improvements prior to such date, which failure does not result from Tenant Delays (as defined below) or Force Majeure, then the Building 2 Commencement Date shall be extended day for day coordination errors caused by the number General Contractor or any of days after its subcontractors) and an amount not to exceed an amount equal to 2 1/2% of the Building 2 Scheduled Commencement Date until contract for general conditions plus an amount equal to .75% of the issuance of a certificate of occupancy or equivalent permit sign-off (but in no event shall the Building 2 Commencement Date be delayed beyond the date Tenant commences business in the Premises), provided, however, that Tenant delivers written notice to Landlord at such time as Tenant becomes aware that Landlord is in danger of causing such delay. “Tenant Delays” shall mean (i) Tenant’s delay in submittal of Tenant’s Plans and/or responses to Landlord’s comments to Tenant’s Plans beyond the time periods provided in this Work Letter, (ii) Tenant’s delay in any submittals contract for permits or other governmental approvals with respect to the Tenant Improvements (including without limitation the Restroom Improvements), (iii) changes in Tenant’s Plans as they relate to the Restroom Improvements after they have been submitted to governmental authorities for permits, (iv) delay in obtaining materials for reasons outside Landlord’s reasonable control, and (v) Tenant’s failure to provide reasonable access to the Premises to Landlord’s contractors to install the Restroom Improvements, or unreasonable interference with such installation by Tenant or its contractors or agentsinsurance.

Construction of Tenant Improvements. Tenant Lessee understands and agrees that Lessor is currently in the process constructing the improvements which shall install comprise the Tenant Improvements Premises. In the course of such construction, Lessor hereby agrees to construct the tenant improvements set forth in the plans and specifications attached hereto as Exhibit “B”. Such plans and specifications are hereby clarified as follows: SEE EXHIBIT “B”. Lessee has reviewed and approved all such plans and specifications. Any changes or additions made by Lessee to such plans and specifications shall be at Lessee’s sole cost and expense, including a ten percent (10%) administrative payment to Lessor. Such additional payments shall be paid by Lessee to Lessor as described in Paragraph 2(afollows: (i) belowfifty percent (50%) in accordance with the terms upon approval of such change by Lessor; and conditions of this Work Letter. The quantities, character and manner of installation of all (ii) fifty percent (50%) prior to occupancy of the work related to Premises by Lessee. All tenant improvements sha11 be deemed substantially completed when the Tenant Improvements shall be subject to City of Carpinteria issues a certificate of Occupancy for the limitations imposed by any applicable governmental regulations, laws, ordinances, codes and rulesPremises. Notwithstanding the foregoingissuance of such Certificate, Landlord may at Landlord’s sole election itself (Lessee shall be provided with Landlord’s contractor) construct a punch list of such tenant improvements prior to the portion commencement of the Tenant Improvements that consist of the restrooms and related improvements that will service Building 2 (the “Restroom Improvements”), at Tenant’s cost up to a maximum amount of $322,764 (subject to Section 9(b) below), provided that (a) Landlord notifies Tenant in writing of such election prior to Tenant’s commencement of construction of the Tenant Improvementslease term, and (b) Landlord shall use commercially reasonable efforts to not unreasonably interfere with or delay Tenant’s installation of the Tenant Improvements. If a certificate of occupancy or equivalent permit sign-off for inspect the Premises is delayed beyond the Building 2 Scheduled Commencement Date solely as a result of Landlord’s failure to substantially complete the Restroom Improvements prior to such date, after their substantial completion. Lessee shall set forth any manner in which failure does not result from Tenant Delays (as defined below) or Force Majeure, then the Building 2 Commencement Date shall be extended day for day by the number of days after the Building 2 Scheduled Commencement Date until the issuance of a certificate of occupancy or equivalent permit sign-off (but in no event shall the Building 2 Commencement Date be delayed beyond the date Tenant commences business in the Premises), provided, however, Lessee claims that Tenant delivers written notice to Landlord at such time as Tenant becomes aware that Landlord is in danger of causing such delay. “Tenant Delays” shall mean (i) Tenant’s delay in submittal of Tenant’s Plans and/or responses to Landlord’s comments to Tenant’s Plans beyond the time periods provided in this Work Letter, (ii) Tenant’s delay in any submittals for permits or other governmental approvals with respect to the Tenant Improvements (including without limitation the Restroom Improvements), (iii) changes in Tenant’s Plans as they relate to the Restroom Improvements after they have been submitted to governmental authorities for permits, (iv) delay in obtaining materials for reasons outside Landlord’s reasonable control, and (v) Tenant’s failure to provide reasonable access to the Premises to Landlord’s contractors do not conform to install the Restroom Improvementsplans and specifications attached hereto as Exhibit “B”, or unreasonable interference with as reasonably measured by the standards of finished, comparably priced industrial space in the Santa Bxxxxxx area (hereinafter the “discrepancy”). Lessor shall cure such installation by Tenant or its contractors or agentsdiscrepancies to the extent Lessor deems such discrepancies to be reasonably claimed, within thirty (30)-days following commencement of the lease term. Provided however, if any such discrepancy is incapable of cure within such thirty (30) day period, and Lessor has commenced the cure of such discrepancy within such thirty (30)-day period, this provision shall be satisfied.

Construction of Tenant Improvements. I. Landlord's Work. ---------------- Tenant shall install has personally inspected the Tenant Improvements (as described in Paragraph 2(a) below) in accordance Leased Premises and accepts the same "AS IS" without representation or warranty by Landlord of any kind and with the terms understanding that Landlord shall have no responsibility with respect thereto except to construct in a good and conditions of this Work Letter. The quantities, character workmanlike manner the improvements described on EXHIBIT B attached hereto and manner of installation of all of made a part hereof (the work related to the "Tenant Improvements shall be subject to the limitations imposed by any applicable governmental regulations, laws, ordinances, codes and rulesImprovements"). Notwithstanding the foregoingforegoing to the contrary, based upon Landlord's inspection of the Building systems servicing the Leased Premises prior to the Commencement Date, Landlord may at Landlord’s sole election itself (with Landlord’s contractor) construct the portion represents that as of the Tenant Improvements that consist Commencement Date the building systems servicing the Leased Premises are in good working order and repair. Within five (5) days of the restrooms and related improvements that will service Building 2 (the “Restroom Improvements”), at Tenant’s cost up to a maximum amount of $322,764 (subject to Section 9(b) below), provided that (a) Landlord notifies Tenant in writing of such election prior to Tenant’s commencement of construction Landlord's Substantial Completion of the Tenant Improvements, Landlord and Tenant shall complete a walk-through of the Leased Premises at which time Tenant shall notify Landlord in writing of any deficiencies in the Tenant Improvements ("Punch List Items"). Landlord shall promptly commence and diligently proceed until the Punch List Items are completed or remedied. Promptly following the Commencement Date, Tenant shall execute Landlord's Letter of Understanding in substantially the form attached hereto as EXHIBIT C and made a part hereof, acknowledging, among other things, that Tenant has accepted the Leased Premises. If Tenant takes possession of and occupies the Leased Premises, then, subject to the foregoing paragraph, Tenant shall be deemed to have accepted the Leased Premises and that the condition of the Leased Premises and the Building was at the time satisfactory and in conformity with the provisions of this Lease in all respects. II. Tenant's Work ------------- In addition to the foregoing, Tenant shall be responsible for the installation of Tenant's fixtures and equipment (the "Tenant's Work") within the Leased Premises. Tenant's proposed architect/engineer, construction contractor, and mechanical, electric and plumbing subcontractors are subject to Landlord's prior written approval, which approval shall not be unreasonably withheld or delayed. Promptly following the selection and approval of the contractor, Tenant shall forward to said contractor (and copy Landlord on the transmittal) Landlord's mechanical and plumbing specifications, all of which have been delivered to Tenant prior to the date of this Lease. Tenant shall cause said contractor. to comply with said specifications. At Landlord's request, Tenant shall coordinate a meeting among Landlord, Tenant and Tenant's contractor to discuss the Building systems and other matters related to the construction of the Tenant's Work. Tenant's Work shall be completed in accordance with plans and specifications which shall be approved in writing by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed; provided, however, such plans and specifications shall not materially alter the exterior appearance or basic nature of the Building, or any Building systems. Tenant, its contractors, and subcontractors, shall maintain in full force and effect during the construction of the Tenant's Work: (i) worker's compensation insurance in an amount no less than the minimum statutory amount; (ii) commercial general liability insurance (which shall not exclude blanket, contractual liability, broad form property damage, personal injury, completed operations, products liability, and fire damage) with a combined single limit of not less than $3,000,000 (which may be satisfied by any combination of primary or excess/umbrella coverage) for both bodily injury and property damage; and (biii) all risk coverage for the full cost of replacement of Tenant's business personal property, including Tenant's Work and betterments. Notwithstanding anything contained in this Lease to the contrary, Tenant and its contractor's and subcontractors' insurance required hereunder shall be the primary policy with respect to any liability, claims, demands or expenses (including reasonable attorneys' fees) for injury (including death) or damages to person or property arising from or in connection with the construction of the Tenant's Work. Tenant shall indemnify and hold harmless Landlord from and against any and all such claims, except for such liability, claim, or demand arising directly out of the sole negligence of Landlord. Tenant further agrees to indemnify, defend and hold harmless Landlord and its agents, directors and employees from all claims and suits of whatever type, including court costs, attorneys' fees, and other expenses, caused by any act or omission of its contractors and subcontractors. Tenant's obligations to indemnify and hold harmless Landlord hereunder shall survive the termination of this Lease. Prior to commencing the construction of the Tenant's Work, Tenant shall deliver to Landlord (i) evidence of insurance (carried by Tenant, its contractors, and any subcontractors) reasonably satisfactory to Landlord, which insurance shall name Landlord as an additional insured and shall be maintained throughout the construction of the Tenant's Work, and (ii) a project schedule in detail reasonably satisfactory to Landlord. Throughout the construction of the Tenant's Work, Tenant shall notify Landlord promptly of any material deviations from such project schedule. Tenant or its contractor shall construct the Tenant's Work in a good, first-class and workmanlike manner and in accordance with the approved plans and specifications and all applicable governmental regulations. If Tenant shall fail to .complete the Tenant's Work by the Commencement Date, Tenant's obligation to pay Minimum Annual Rent in the amount set forth in Sections 1.01(D) and (E) and Additional Rent hereunder shall nevertheless begin on the Commencement Date. Landlord shall use commercially reasonable efforts have the right, from time to not unreasonably interfere with or delay Tenant’s installation time throughout the construction process, to enter upon the Leased Premises to perform periodic inspections of the Tenant's Work. Tenant Improvements. If a certificate of occupancy agrees to respond to and address promptly any reasonable concerns raised by Landlord during or equivalent permit sign-off for the Premises is delayed beyond the Building 2 Scheduled Commencement Date solely as a result of Landlord’s failure such inspections. Upon substantial completion of the Tenant's Work, a representative of Landlord and a representative of Tenant together shall inspect the Leased Premises and generate a punchlist of defective or uncompleted items relating to substantially the completion of construction of the Tenant's Work. Tenant shall, within a reasonable time after such punchlist is prepared and agreed upon by Landlord and Tenant, complete such incomplete work and remedy such defective work as are set forth on the Restroom Improvements prior punchlist. Tenant acknowledges and agrees that Tenant shall have no right to such date, which failure does not result from conduct its business at the Leased Premises unless and until Tenant Delays (as defined below) or Force Majeure, then the Building 2 Commencement Date shall be extended day for day by the number of days after the Building 2 Scheduled Commencement Date until the issuance of a delivers to Landlord an original certificate of occupancy for the Leased Premises. No person shall be entitled to any lien derived through or equivalent permit sign-off (but under Tenant for any labor or material furnished to the Leased Premises, and nothing in no event this Lease shall be construed to constitute a consent by Landlord to the Building 2 Commencement Date be delayed beyond creation of any lien. If any lien is filed against the date Tenant commences business in the Premises), provided, however, that Tenant delivers written notice Leased Premises for work claimed to Landlord at such time as Tenant becomes aware that Landlord is in danger of causing such delay. “Tenant Delays” shall mean (i) Tenant’s delay in submittal of Tenant’s Plans and/or responses have been done for or material claimed to Landlord’s comments have been furnished to Tenant’s Plans beyond the time periods provided , Tenant shall cause such lien to be discharged of record within thirty (30) days after filing. Tenant shall indemnify Landlord from all costs, losses, expenses and attorneys' fees in this Work Letter, (ii) Tenant’s delay in connection with any submittals for permits construction or other governmental approvals with respect to the Tenant Improvements (including without limitation the Restroom Improvements), (iii) changes in Tenant’s Plans as they relate to the Restroom Improvements after they have been submitted to governmental authorities for permits, (iv) delay in obtaining materials for reasons outside Landlord’s reasonable control, alteration and (v) Tenant’s failure to provide reasonable access to the Premises to Landlord’s contractors to install the Restroom Improvements, or unreasonable interference with such installation by Tenant or its contractors or agentsany related lien.

Construction of Tenant Improvements. Tenant Landlord shall install perform the Tenant Improvements work (as the "Landlord Work") described in Paragraph 2(a) below) EXHIBIT LW attached hereto in accordance with the terms a good and conditions workmanlike manner. The term of this Lease shall commence (the "Commencement Date") fourteen (14) days after the date Landlord shall have substantially completed the Landlord Work Letter. The quantities(that is, character has completed the Landlord Work, except for normal "punch list" items) and manner shall have delivered to Tenant a copy of installation either (i) a permanent Certificate of all Occupancy for the Leased Property from the appropriate building official of the work related to City of Taunton, Massachusetts or (ii) a Temporary Certificate of Occupancy for the Tenant Improvements shall be subject to the limitations imposed by any applicable governmental regulations, laws, ordinances, codes and rules. Notwithstanding the foregoing, Landlord may at Landlord’s sole election itself (with Landlord’s contractor) construct the portion of the Tenant Improvements that consist of the restrooms and related improvements that will service Building 2 (the “Restroom Improvements”), at Tenant’s cost up to a maximum amount of $322,764 (subject to Section 9(b) below)Leased Property from such official, provided that (a) Landlord notifies such Temporary Certificate of Occupancy contains no conditions which would render the Premises unusable by Tenant in writing for the Permitted Use. In the event the Landlord's Work is not completed on or before December 31, 1997, Tenant shall have the right to terminate its obligations under this Lease by giving written notice of such election prior termination to Tenant’s commencement Landlord on or before February 1, 1998; provided, however, that (1) such dates shall be extended for a period equal to the duration of any delays in construction caused by strikes, shortages or materials, acts of God or other matters not reasonably within the Tenant Improvementscontrol of Landlord, and (b2) Landlord shall use commercially reasonable efforts to not unreasonably interfere with or delay Tenant’s installation of in the Tenant Improvements. If a certificate of occupancy or equivalent permit sign-off for event any delays in completing the Premises is delayed beyond the Building 2 Scheduled Commencement Date solely Landlord's Work are as a result of Landlord’s failure to substantially complete the Restroom Improvements prior to such date, which failure does not result from Tenant Delays (as defined below) change orders or Force Majeure, then the Building 2 Commencement Date other delays caused by Tenant. The foregoing dates shall be extended day for day for each such delay caused by Tenant or longer if appropriate to compensate for additional delays which were encountered on account of items enumerated in (1) above that would not otherwise have been encountered but for the number Tenant-caused delays. Tenant's failure to give such notice of termination on or before February 1, 1998 (or such later date as extended pursuant to (1) or (2) above) shall constitute a waiver of such termination right with the result that February 1, 1998 (or such later date as extended pursuant to (1) or (2) above) shall become the Commencement Date. Thirty (30) days after the Building 2 Scheduled Commencement Date until Date, Landlord shall be deemed to have satisfactorily completed the construction of the Landlord Work, and Tenant shall be deemed to have waived all rights and remedies with respect to deficiencies in such construction, except for (a) deficiencies in the HVAC system of which Tenant has informed the Landlord in writing not later than three hundred sixty-five (365) days following the Commencement Date, (b) deficiencies of any other type of which Tenant has informed Landlord, in writing, not later than thirty (30) days following the Commencement Date, and (c) latent defects in the roof or structural integrity of the building constructed as part of the Landlord Work. Further, with respect to any portions of the Landlord's Work for which Landlord has received a guaranty or warranty from the general contractor or subcontractor performing such work, Tenant shall have the full benefit of such warranty or guaranty as long as Tenant gives Landlord written notice of such defect or deficiency in a timely manner so that Landlord is capable of making a timely claim under the guaranty or warranty in question. 26.1 Landlord and Tenant acknowledge that Landlord intends to enter into agreements with the Massachusetts Development Finance Agency ("MDFA") providing for the issuance of industrial revenue bonds in a certificate principal amount of occupancy approximately $4,175,000 (the "Bonds") pursuant to Chapters 23A and 40D of the Massachusetts General Laws. The proceeds from the sale of the Bonds have been or equivalent permit signwill be used to finance the acquisition of the Leased Property and performance of Landlord's construction work referenced in Section 25 and the repayment of the Bonds will be secured by a mortgage of the Leased Property. The Bonds will be issued and sold on the condition that interest due thereon will be excluded from gross income for purposes of Federal income taxation under Section 103 of the Internal Revenue Code of 1986, as amended (the "Code") and exempt from Massachusetts income taxation. 26.2 Landlord and Tenant further acknowledge that Landlord's willingness to enter into this Lease is specifically and expressly condition upon the agreements of Tenant set forth in this Section 26, all of which are necessary to the establishment and preservation of the aforesaid tax-off exempt status. Tenant acknowledges that qualification of the Bonds for tax-exempt status depends upon the continuing qualification under the small issue exemption of Section 144(a) of the Code, and that the Bonds will continue to be treated as a qualified small issue only so long as (but in no event shall a) the Building 2 Commencement Date be delayed beyond the date Tenant commences business in the Premises), provided, however, that Tenant delivers written notice to Landlord at such time as Tenant becomes aware that Landlord is in danger sum of causing such delay. “Tenant Delays” shall mean (i) the authorized amount of the Bonds plus (ii) the aggregate face amount of certain other exempt small issues plus (iii) the aggregate amount of certain capital expenditures does not exceed $10,000,000 and (b) with respect to (i) the Tenant’s delay in submittal of Tenant’s Plans and/or responses to Landlord’s comments to Tenant’s Plans beyond the time periods provided in this Work Letter, (ii) the Landlord, and (iii) each other test-period beneficiary (as defined in Section 144(a)(10)(D) of the Code) of the Leased Property, the sum of the authorized face amount of the Bonds allocable to such test-period beneficiary plus the respective aggregate face amount of all tax-exempt facility related bonds presently outstanding that are allocable to such test-period beneficiary does not exceed $40,000,000. (Except as expressly stated to the contrary, all quoted terms used in this Article 26 shall have the meanings set forth in Sections 103 and 141 through 150 of the Code and in the regulations, rulings and judicial decisions thereunder.) Tenant agrees that each of the following agreements, covenants, obligations and duties of Tenant shall constitute a "Bond Related Obligation" such that the failure of Tenant to perform or observe a Bond Related Obligation shall entitle Landlord to the special remedies set forth in Section 26.4 hereof in addition to any other remedies Landlord may have under this Lease: (a) Tenant covenants and agrees that neither it nor any related person" will make or incur any "capital expenditures" (which term for purposes of this subsection (a) only, shall include both capital expenditures and any exempt small issue industrial revenue bonds (other than the Bonds) for purposes of Section 144(a) of the Code) within the City of Taunton (or with respect to a contiguous or integrated facility within a municipality adjacent to the City of Taunton) such that the total of all such "capital expenditures" from and after the date of this lease exceeds $10,000,000 if the effect thereof is to cause a loss in the tax-exempt status of the Bonds. (b) Tenant covenants and agrees that neither it nor any "related person" will become a principal user" of any facility other than the Leased Property located in the City of Taunton (or of a contiguous or integrated facility within a municipality adjacent to the City of Taunton) if the effect thereof is to cause a loss in the tax-exempt status of the Bonds. (c) Tenant covenants and agrees that neither it nor any "related persons" will acquire the stock or assets of any person or entity in a tax-free exchange or reorganization and will not allow its stock or assets to be acquired by any other person or entity in a tax-free exchange or reorganization, or otherwise merge or combine itself with any other person or entity in a tax-free transaction, in each such case if any such person or entity shall be a "principal user" of a facility located within the City of Taunton (or of a contiguous or integrated facility within a municipality adjacent to the City of Taunton) or shall be a test period beneficiary" of any outstanding tax-exempt industrial development bonds, whenever issued, of a facility, wherever located, if the effect thereof is to cause the loss of the tax-exempt status of the Bonds. (d) Tenant covenants and agrees that neither it nor any "related person" will become a "test period beneficiary" of any outstanding tax-exempt facility related bonds if the sum of the percentage of outstanding principal amount of all tax-exempt facility related bonds, whenever issued, allocable to Tenant and any "related persons", including the Bonds, shall exceed $40,000,000. (e) Any assignee, mortgagee, pledge or sublessee under Section 14 of this Lease will comply with the provisions of this Section 26 in addition to all other provisions of this lease and such assignee, mortgagee, pledge or sublessee must so agree in writing with Landlord. (f) Tenant agrees that Landlord may withhold its consent under Section 14 of this Lease, if, in addition to any other basis for withholding such consent, any requested use of the demised premises will not comply the requirements of the Code with respect to use of facilities financed by the Bonds. 26.3 Tenant hereby represents that within the last six (6) years the total amount of all "capital expenditures" plus all exempt small issue industrial revenue bond financings with respect to any facility located in the City of Taunton (or with respect to a contiguous or integrated facility within a municipality adjacent to the City of Taunton) of which Tenant or any "related person" is a "principal use?' does not exceed $1,000.00, excluding for purposes of making such computation the "capital expenditures" made by Landlord in connection with acquisition of the Leased Property and performance of Landlord's construction work. 26.4 In the event of any failure to observe or perform any of the Bond Related Obligations by Tenant’s delay , which failure has caused the loss of the tax-exempt status of the Bonds, in addition to any submittals other remedy which Landlord may have under this Lease or otherwise, Landlord shall be entitled to recover damages from Tenant in an amount equal to the interest payments, fees, back-taxes, penalties and other amounts required to be paid by Landlord to the holder of the Bonds from the date such loss shall occur until the Bonds are redeemed or retired and that, upon such redemption or retirement, the Base Rent shall be recalculated so as to provide the same debt coverage ratio for permits or other governmental approvals the Leased Property with respect to the Tenant Improvements (including without limitation replacement mortgage financing that existed before redemption or retirement of the Restroom Improvements), (iii) changes Bonds The underwriting standards to be applied in Tenant’s Plans as they relate determining what adjustment to Base Rent is necessary to create the same debt coverage ratio for the Leased Property shall be those underwriting standards which were employed in determining the debt coverage ratio that existed with respect to the Restroom Improvements Leased Property when the Bonds remained in effect Landlord shall give Tenant notice of any claimed loss of tax-exempt status of the Bonds promptly after they have been submitted its receipt of such claim, shall afford Tenant an opportunity to governmental authorities participate in any action contesting such loss and shall permit Tenant to cure (if possible) any default on its part giving rise to such loss It is understood and agreed that Tenant shall not be deemed in default of this Lease nor shall Tenant be responsible for permitsany damages as set forth in this Paragraph 26E4 if the loss of tax-exempt status of the Bonds is caused by Landlord 26.5 In the event that Landlord does not obtain Bond financing for the acquisition of the Leased Property or the Landlord's construction work, as contemplated by Section 261 of this Lease, within four (iv4) delay in obtaining materials for reasons outside Landlord’s reasonable controlyears from the date of execution of this Lease, the provisions of this Section 26 shall be deemed null and (v) Tenant’s failure to provide reasonable access to the Premises to Landlord’s contractors to install the Restroom Improvements, or unreasonable interference with such installation by Tenant or its contractors or agents.void of no further force and effect

Construction of Tenant Improvements. Following Landlord’s approval of the Final Plans, and once construction has commenced, Tenant’s contractor (selected as provided in Section 8(n)) will commence and diligently proceed with the construction of the Tenant Improvements. Tenant shall install use diligent efforts to cause its contractor to complete the Tenant Improvements in a good and workmanlike manner in accordance with the Final Plans. Landlord shall have the right to enter upon the Premises to inspect Tenant’s construction activities following reasonable advance notice Tenant. In the event of a Landlord Delay (as described hereinafter defined) which causes Tenant to be delayed in Paragraph 2(aits ability to substantially complete the Tenant Improvements and use the Premises (or portion thereof) belowfor normal business operations on or before the date that is six (6) months following Landlord’s delivery of the Premises to Tenant with the Tenant Improvements substantially completed, and provided Tenant does not actually use the Premises (or portion thereof) as a result of such Landlord Delay, then Tenant shall be entitled to a per day rent credit for each day of a Landlord Delay equal to: (i) the rentable square footage of the effected portion of the Premises, multiplied by (ii) the Annual Rental Rate per rentable square foot, and with such product then divided by 365. Tenant acknowledges that some interruptions and/or interference with Tenant’s business may occur during the course of Tenant’s completion of the Tenant Improvements, but agrees that no interruptions or inconveniences to Tenant or its business suffered as a result of Tenant’s own completion of the Tenant Improvements shall constitute an eviction of Tenant from the Premises, whether constructive or otherwise, and Tenant shall in no event be excused from paying the rent that it is scheduled to pay pursuant to the terms of the Lease, except in accordance with the terms and conditions of this Work Letter. The quantities, character and manner of installation of all of the work related to the Tenant Improvements shall be subject to the limitations imposed by any applicable governmental regulations, laws, ordinances, codes and rules. Notwithstanding the foregoing, Landlord may at Landlord’s sole election itself (with Landlord’s contractor) construct the portion of the Tenant Improvements that consist of the restrooms and related improvements that will service Building 2 (the “Restroom Improvements”), at Tenant’s cost up to a maximum amount of $322,764 (subject to Section 9(b) below), provided that (a) Landlord notifies Tenant in writing of such election prior to Tenant’s commencement of construction of the Tenant Improvements, and (b) Landlord shall use commercially reasonable efforts to not unreasonably interfere with or delay Tenant’s installation of the Tenant Improvements. If a certificate of occupancy or equivalent permit sign-off for the Premises is delayed beyond the Building 2 Scheduled Commencement Date solely as a result of Landlord’s failure to substantially complete the Restroom Improvements prior to such date, which failure does not result from Tenant Delays (as defined below) or Force Majeure, then the Building 2 Commencement Date shall be extended day for day by the number of days after the Building 2 Scheduled Commencement Date until the issuance of a certificate of occupancy or equivalent permit sign-off (but in no event shall the Building 2 Commencement Date be delayed beyond the date Tenant commences business in the Premises), provided, however, that Tenant delivers written notice to Landlord at such time as Tenant becomes aware that Landlord is in danger of causing such delay. “Tenant Delays” shall mean (i) Tenant’s delay in submittal of Tenant’s Plans and/or responses to Landlord’s comments to Tenant’s Plans beyond the time periods provided in this Work Letter, (ii) Tenant’s delay in any submittals for permits or other governmental approvals with respect to the Tenant Improvements (including without limitation the Restroom Improvements), (iii) changes in Tenant’s Plans as they relate to the Restroom Improvements after they have been submitted to governmental authorities for permits, (iv) delay in obtaining materials for reasons outside Landlord’s reasonable control, and (v) Tenant’s failure to provide reasonable access to the Premises to Landlord’s contractors to install the Restroom Improvements, or unreasonable interference with such installation by Tenant or its contractors or agentsimmediately preceding sentence.

Construction of Tenant Improvements. Tenant shall install have the Tenant Improvements (as described right to place partitions and fixtures and make improvements or other alterations in Paragraph 2(a) below) the Additional Expansion Premises in accordance with the provisions of Paragraph 9 of the Lease. Landlord shall provide Tenant a tenant finish allowance of up to Thirty-Five Thousand, Seven Hundred and Twenty Dollars and No Cents ($35,720.00) to be applied toward the cost of any such tenant-provided improvements as follows: 1. The tenant finish allowance shall be paid in periodic installments, not more frequently than once per month, equal to the total of the contractor's or consultant's invoice amounts for improvements made to the Additional Expansion Premises, excluding any furnishings or business equipment (such as computers, satellite/microwave dish, office equipment, etc.), as submitted by Tenant and verified to Landlord's reasonable satisfaction; provided, however, that such payments will be made only if Tenant is not then in Default under the terms of this Lease and invoices are accompanied by lien waivers in the amount equal to that of the invoices. The tenant finish allowance shall be allocated and distributed subject to the provisions of this Exhibit "B" as follows: September 16, 1997 - September 15, 1998 Up To $35,720.00 2. Upon the earlier of the end date identified in the allocation schedule specified in Paragraph 1 above, or the satisfaction of all obligations associated with the tenant improvements covered under this Article II and receipt of the associated lien waivers for the work, the Tenant shall forfeit any unused portion of the allowance. Any requests for payment received by the Landlord after the above specified end date, will be returned to the Tenant and will be the obligation and sole responsibility of the Tenant. 3. In addition to the provisions set forth in Paragraph 9 of the Lease, Tenant's contractor shall (and its contract shall so provide): (a) conduct its work in such a manner so as not to unreasonably interfere with other tenants in the Building, Building operations, or any other construction occurring on or in the Building or the Premises; (b) execute a set of and comply with all rules and regulations relating to the construction activities in or on the Building as may be reasonably promulgated from time to time by Landlord or its agents; (c) maintain such insurance (such as general liability and xxxxxxx'x compensation) and bonds (such as performance and completion) in force and effect as may be reasonably requested by Landlord or as required by applicable law (but in any event said bonds shall be in amounts equal to the full value or cost of the work being done by the Tenant contractor); XXXXXXX "X" to be made a part of an Eighth Amendment To Lease between LAFP-SF, INC. (Landlord), and DATA TRANSMISSION NETWORK CORPORATION (Tenant), dated 1997. (Page 2 of 2). -------------- (d) be responsible for reaching an agreement with Landlord and its agents as to the terms and conditions for all contractor items relating to the conducting of its work, including but not limited to, those matters relating to hoisting, systems interfacing, use of temporary utilities, storage of materials, placement of dumpsters, access to the Premises and the Building, and the purchase and return of Building standard materials. (e) Upon completion of any tenant improvements, Tenant shall promptly furnish Landlord with sworn owner's and contractors' statements and full and final waivers of lien covering all labor and materials included in such improvements. Tenant shall not permit any mechanic's lien to be filed against the Building, or any part thereof, arising out of any improvement performed, or alleged to have been performed, by or on behalf of Tenant. If any such lien is filed, Tenant shall within ten (10) days thereafter have such lien released of record or deliver to Landlord a bond in form, amount, and issued by a surety satisfactory to Landlord, indemnifying Landlord against all costs and liabilities resulting from such lien and the foreclosure or attempted foreclosure thereof. If Tenant fails to have such lien so released or to deliver such bond to Landlord, Landlord, without investigating the validity of such lien, may pay or discharge the same; and Tenant shall reimburse Landlord upon demand for the amount so paid by Landlord, including Landlord's expenses and attorney's fees. 4. Landlord shall have the right to approve all subcontractors to be used by the Tenant's contractor, which approval shall not be unreasonably withheld as long as such subcontractors satisfy the requirements of this Work LetterArticle II. 5. Tenant shall indemnify and hold harmless Landlord, its agents, contractors (including Building Contractor), and any mortgagee of Landlord, from and against any and all losses, damages, costs (including costs of suit and attorneys' fees), liabilities, or causes of action for injury to or death of any person, for damage to any property, and for mechanic's material men's or other liens or claims arising out of or in connection with the work done by the Tenant's contractor (and Tenant's contractor's subcontractors and sub-subcontractors) under its contract with Tenant. 6. The quantitiesfailure by Tenant, character after receiving written notice, to materially comply with any of the provisions of Article II of this Exhibit shall constitute a Default by Tenant under the terms of the Lease and manner of installation Landlord shall have the benefit of all remedies provided for in the Lease, except Tenant shall have a thirty (30) day right to cure Default upon receipt of the work related to the Tenant Improvements shall be subject to the limitations imposed by any applicable governmental regulations, laws, ordinances, codes and ruleswritten notice . 7. Notwithstanding the foregoing, Landlord may at Landlord’s sole election itself (with Landlord’s contractor) construct the portion of the Tenant Improvements that consist of the restrooms and related improvements that will service Building 2 (the “Restroom Improvements”), at Tenant’s cost up to a maximum amount of $322,764 (subject to Section 9(b) below), provided that (a) Landlord notifies Tenant in writing of such election prior to Tenant’s commencement of construction Upon completion of the Tenant Improvements, and Tenant shall deliver to Landlord two (b2) Landlord shall use commercially reasonable efforts to not unreasonably interfere with or delay Tenant’s installation copies of the Tenant Improvements. If a certificate of occupancy or equivalent permit sign-off "as built" plans and specifications for the Premises is delayed beyond the Building 2 Scheduled Commencement Date solely as a result of Landlord’s failure to substantially complete the Restroom Improvements prior to such date, which failure does not result from Tenant Delays (as defined below) or Force Majeure, then the Building 2 Commencement Date shall be extended day for day by the number of days after the Building 2 Scheduled Commencement Date until the issuance of a certificate of occupancy or equivalent permit sign-off (but in no event shall the Building 2 Commencement Date be delayed beyond the date Tenant commences business in the Premises), provided, however, that Tenant delivers written notice to Landlord at such time as Tenant becomes aware that Landlord is in danger of causing such delay. “Tenant Delays” shall mean (i) Tenant’s delay in submittal of Tenant’s Plans and/or responses to Landlord’s comments to Tenant’s Plans beyond the time periods provided in this Work Letter, (ii) Tenant’s delay in any submittals for permits or other governmental approvals with respect to the Tenant Improvements completed under Article II of this Exhibit within thirty (including without limitation 30) days of completing the Restroom Improvements)same. EXHIBIT "C" TO AN EIGHTH AMENDMENT TO LEASE BETWEEN LAFP-SF, INC., (iiiLANDLORD) changes in Tenant’s Plans as they relate to the Restroom Improvements after they have been submitted to governmental authorities for permitsAND DATA TRANSMISSION NETWORK CORPORATION, (ivTENANT) delay in obtaining materials for reasons outside Landlord’s reasonable controlDATED , 1997 ----------- COMMENCEMENT DATE AGREEMENT --------------------------- This Commencement Date Agreement is entered into by Landlord and (v) Tenant’s failure Tenant pursuant to provide reasonable access to the Premises to Landlord’s contractors to install the Restroom Improvements, or unreasonable interference with such installation by Tenant or its contractors or agentsParagraph 1 of this Amendment.

Construction of Tenant Improvements. Tenant a. Lessor, as soon as this Agreement is executed, shall install make arrangements for Reno Contracting, Inc. (“Contractor”) to construct the Tenant Improvements (as described in Paragraph 2(a) below) in accordance indicated on the Plans as soon as commercially possible and consistent with industry custom and practice. Although Lessor will enforce the terms and conditions of this Work Letter. The quantities, character and manner of installation of all of the work related contract with Contractor to have the Tenant Improvements completed as soon as reasonably possible, Lessor shall not be subject to liable for delay in the limitations imposed by any applicable governmental regulations, laws, ordinances, codes and rules. Notwithstanding the foregoing, Landlord may at Landlord’s sole election itself (with Landlord’s contractor) construct the portion construction of the Tenant Improvements that consist cause the date of the restrooms and related improvements that will service Building 2 Substantial Completion to occur after December 31, 2008 (the “Restroom Improvements”), at Tenantas extended by delays due to Lessee’s cost up breach of its obligations hereunder or due to a maximum amount delay arising from a Change Order requested by Lessee) except to the extent that such delay is caused by (i) Lessor’s failure to respond to Schematic Drawings or Plans within three (3) business days of $322,764 their submission to Lessor, (subject to Section 9(bii) below), provided that (a) Landlord notifies Tenant in writing of such election prior to Tenant’s commencement of construction any willful misconduct by Contractor which actually delays completion of the Tenant Improvements, and (biii) Landlord Lessor’s gross negligence or intentional misconduct. Lessor shall use commercially reasonable efforts direct Contractor to not unreasonably interfere secure independent bids from three (3) subcontractors mutually acceptable to Lessor and Lessee (to the extent that such bids are reasonably available) for each trade (except for HVAC, fire safety, plumbing and electrical, for which the same subcontractors that completed lobby and core work and first floor tenant improvements at the Building will perform the work for such items in the Premises). Unless mutually agreed by Lessor and Lessee, the lowest bidding subcontractor shall be retained by Contractor to perform the work. Lessee shall be provided with the bid packages submitted for bid and, based on the winning bids, a budget of Total Costs (defined below) shall be prepared by Contractor and submitted to Lessor and Lessee for final approval (the “Approved Budget”). In connection with its approval of the Approved Budget, subject to Landlord’s Minimum Standard, Lessee shall have the right to eliminate or modify any elements of the Tenant Improvements and cause the Total Cost estimate to be revised accordingly, however Lessee shall be solely liable for any additional cost or delay Tenantin completion of the Tenant Improvements resulting therefrom. Lessee shall have the benefit of the lowest pricing Contractor provides to Lessor for comparable construction on other properties owned by Lessor or its affiliated companies. x. Xxxxxx shall not be paid a separate fee in connection with Lessor’s installation obligations set forth in this Agreement with respect to reviewing the design and construction of the Tenant Improvements for the Premises and supervising Contractor in the construction of the Tenant Improvements. If a certificate of occupancy or equivalent permit sign-off for the Premises is delayed beyond the Building 2 Scheduled Commencement Date solely as a result of Landlord’s failure to substantially complete the Restroom Improvements prior to such date, which failure does not result from Tenant Delays (as defined below) or Force Majeure, then the Building 2 Commencement Date shall be extended day for day by the number of days after the Building 2 Scheduled Commencement Date until the issuance of a certificate of occupancy or equivalent permit sign-off (but in no event shall the Building 2 Commencement Date be delayed beyond the date Tenant commences business in the Premises), provided, however, that Tenant delivers written notice to Landlord at such time as Tenant becomes aware that Landlord is in danger of causing such delay. “Tenant Delays” shall mean (i) Tenant’s delay in submittal of Tenant’s Plans and/or responses to Landlord’s comments to Tenant’s Plans beyond the time periods provided in this Work Letter, (ii) Tenant’s delay in any submittals for permits or other governmental approvals with respect to the Tenant Improvements (including without limitation the Restroom Improvements), (iii) changes in Tenant’s Plans as they relate to the Restroom Improvements after they have been submitted to governmental authorities for permits, (iv) delay in obtaining materials for reasons outside Landlord’s reasonable control, and (v) Tenant’s failure to provide reasonable access to the Premises to Landlord’s contractors to install the Restroom Improvements, or unreasonable interference with such installation by Tenant or its contractors or agents.