Common use of Exercise of Option Clause in Contracts

Exercise of Option. (a) The OPTION GRANTOR Option may be exercised by OPTION HOLDER, in whole or in part, at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR of the Exercise Notice and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn.

Exercise of Option. In order to exercise the Option, the Option Holder shall submit to the Company an instrument in writing signed by the Option Holder, specifying the whole number of Option Shares in respect of which the Option is being exercised, accompanied by payment, in a manner acceptable to the Company (awhich shall include a broker assisted exercise arrangement), of the Option Price for the Option Shares for which the Option is being exercised. Payment to the Company in cash or Shares already owned by the Option Holder (provided that the Option Holder has owned such Shares for a minimum period of six months or has purchased such Shares on the open market) and having a total Fair Market Value (as defined below) equal to the exercise price, or in a combination of cash and such Shares, shall be deemed acceptable for purposes hereof. Option Shares will be issued accordingly by the Company, and a share certificate dispatched to the Option Holder within 30 days. The OPTION GRANTOR Company shall not be required to issue fractional Shares upon the exercise of the Option. If any fractional interest in a Share would be deliverable upon the exercise of the Option may be exercised by OPTION HOLDER, in whole or in partpart but for the provisions of this paragraph, the Company, in lieu of delivering any such fractional share therefor, shall pay a cash adjustment therefor in an amount equal to their Fair Market Value (or if any Shares are not publicly traded, an amount equal to the book value per share at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) end of the Merger Agreement (provided that most recent fiscal quarter) multiplied by the events specified in Section 10.3(a)(ii)(A) fraction of the Merger Agreement shall fractional share which would otherwise have occurredbeen issued hereunder. Anything to the contrary herein notwithstanding, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR Company shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR of the Exercise Notice and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation obligated to issue any Option Shares hereunder if the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration issuance of such 180 day period, Option Shares would violate the OPTION GRANTOR Option cannot be exercised by reason provision of any applicable judgmentlaw, decreein which event the Company shall, orderas soon as practicable, law or regulationtake whatever action it reasonably can so that such Option Shares may be issued without resulting in such violations of law. For purposes hereof, ten business days after such impediment to exercise Fair Market Value shall have been removed or shall have become final mean the mean between the high and low selling prices per Share on the immediately preceding date (or, if the Shares were not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. (d) Notwithstanding the foregoingtraded on that day, the OPTION GRANTOR Option may not be exercised if (inext preceding day that the Shares were traded) OPTION HOLDER is in material breach of any of its representations or warrantieson the principal exchange on which the Shares are traded, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawnas such prices are officially quoted on such exchange.

Exercise of Option. (a) The OPTION GRANTOR Option may be exercised by OPTION HOLDER, in whole If either (i) a Termination Fee has been paid or in part, at any time or from time is payable pursuant to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) 10.3 of the Merger Agreement Agreement, (provided that the events specified in Section 10.3(a)(ii)(Aii) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated as a result of the failure to satisfy the Minimum Condition (as defined in the Merger Agreement) to the Offer and at or whether there occurs prior to the time of such termination it has become publicly known that a closing Takeover Proposal has been made or (iii) if a Subsequent Amendment (as defined in the Merger Agreement) is received by the Company or becomes publicly known, then each of any Business Combination involving the Options shall become exercisable by Parent for a Target Party or a closing by period (the "Option Exercise Period") commencing on the earlier of the date on which a Target Party Subsequent Amendment is received by Company or becomes a Subsidiary), any such event by publicly known and the date on which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a is terminated and ending at 11:59 p.m. (New York time) on the 30th day following the date on which the Merger Agreement is terminated (the day on which the Option Exercise Period ends, the "Trigger EventOption Termination Date"). The Options shall be exercisable in whole but not in part, and in no event shall Parent be permitted to exercise an Option with respect to the Shares unless Parent concurrently exercises all Options to purchase the shares of Common Stock subject to each Transaction Support Agreement from all stockholders who have executed a Transaction Support Agreement. (ib) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER If Parent wishes to exercise the OPTION GRANTOR OptionOptions during the Option Exercise Period, OPTION HOLDER Parent shall deliver to OPTION GRANTOR send a written notice (an the "Exercise Notice") to the Stockholder of its intention to exercise the Stockholder's Option, specifying the total number of OPTION GRANTOR Shares it wishes to purchase. place, and, if then known, the time and the date (iiithe "Closing Date") Upon the giving by OPTION HOLDER to OPTION GRANTOR of the Exercise Notice and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a such purchase of OPTION GRANTOR Shares (a the "Closing"). The Closing Date shall, subject to satisfaction of the conditions in paragraph (d), occur on the later of (i) shall occur at a place, the third Business Day after the date on a date, and at a time designated by OPTION HOLDER in an which such Exercise Notice is delivered at least two business days prior and (ii) one Business Day following the expiration or termination of the waiting period under the HSR Act applicable to the date consummation of the Closingpurchase and sale of the Shares hereunder. (c) At the Closing, (i) the Stockholder shall deliver to Parent (or its designee) the Shares by delivery of a certificate or certificates evidencing such Shares duly endorsed to Parent or accompanied by stock powers duly executed in favor of Parent, with all necessary stock transfer stamps affixed, and (ii) Parent shall pay for the Shares in accordance with Section 3.02. (d) The OPTION GRANTOR Option Closing shall terminate upon be subject to the earliest to occur ofsatisfaction or, in the case of clause (iii) below, waiver by the Stockholder of each of the following conditions: (i) no Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law that is then in effect and no order of any Governmental Authority shall have been entered or be in effect, in either case that has the Effective Time effect of making the acquisition of the Merger;Shares by Parent illegal or otherwise restricting, preventing or prohibiting consummation of the purchase and sale of the Shares pursuant to the exercise of the Options; and (ii) any waiting period under the termination HSR Act applicable to the consummation of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination purchase and sale of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise Shares hereunder shall have expired or been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDERterminated. (de) Notwithstanding At the foregoingClosing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach the Stockholder will deliver good and valid title to the Shares free and clear of any Liens and, upon delivery to Parent of its representations or warrantiessuch Shares and payment for the Purchase Price therefor as contemplated herein, or in material breach Parent will receive good, valid and marketable title to the Shares free and clear of any of its covenants or agreementsLiens, contained in this Agreement or in the Merger Agreement, or and (ii) a Trigger Payment has been paid pursuant Parent shall deliver to Section 5 of this Agreement or demand therefor has been made and not withdrawnthe Stockholder the Purchase Price.

Exercise of Option. (a) The OPTION GRANTOR If not in material breach of the Merger Agreement or the Oryx Stock Option Agreement, Grantee may be exercised by OPTION HOLDERexercise the Option, in whole or in part, at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of following the occurrence of any Trigger Eventa Purchase Event (as defined below); provided that, it being understood that except as otherwise provided herein, the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR of the Exercise Notice and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate and be of no further force and effect upon the earliest to occur of: of (i) the Effective Time of the Merger; , (ii) 12 months after the first occurrence of a Purchase Event or (iii) termination of the Merger Agreement prior to the occurrence of a Purchase Event (unless such termination itself constitutes a Purchase Event). Notwithstanding the termination of the Option, Grantee shall be entitled to purchase those Option Shares with respect to which it has exercised the Option pursuant to this Section 2(a) in accordance with the terms hereof prior to the termination of the Option. The termination of the Option shall not affect any rights hereunder which by their terms extend beyond the date of such termination. (b) As used herein, a "Purchase Event" means the termination of the Merger Agreement under any circumstance which would entitle Grantee to receive any fee from the Issuer pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii7.2(b) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDERAgreement. (dc) Notwithstanding In the foregoingevent Grantee wishes to exercise the Option, it shall send to Issuer a written notice (the OPTION GRANTOR Option may not be exercised if date of which being herein referred to as the "Notice Date") specifying (i) OPTION HOLDER is in material breach the total number of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or Option Shares it intends to purchase pursuant to such exercise and (ii) a Trigger Payment has place and date not earlier than three business days nor later than 20 business days from such Notice Date for the closing of such purchase (a "Closing"; and the date of such Closing, a "Closing Date"); provided that such Closing shall be held only if (A) such purchase would not otherwise violate or cause the violation of applicable law (including the HSR Act) and (B) no law, rule or regulation shall have been paid pursuant adopted or promulgated, and no temporary restraining order, preliminary or permanent injunction or other order, decree or ruling issued by a court or other Governmental Entity of competent jurisdiction shall be in effect, which prohibits delivery of such Option Shares (and the parties hereto shall use their reasonable best efforts to have any such order, injunction, decree or ruling vacated or reversed). If such Closing cannot be consummated by reason of a restriction set forth in clause (A) or (B) above, notwithstanding the provisions of Section 5 2(a), such Closing Date shall be within 20 business days following the elimination of this Agreement or demand therefor has been made and not withdrawnsuch restriction.

Exercise of Option. MAXIMUM PROCEEDS ------------------------------------ (a) The OPTION GRANTOR Option may be exercised by OPTION HOLDERFor all purposes of this Agreement, an "EXERCISE EVENT" shall have occurred (i) immediately prior to the earlier of (x) the consummation of, or (y) the record date, if any, for a meeting of Acquiror's stockholders with regard to, an Acquisition Proposal with respect to Acquiror with any party other than Target (or an affiliate of Target) if the Board of Directors of Acquiror shall have withheld, withdrawn or modified in whole or a manner adverse to Target its recommendation in part, at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) favor of adoption and approval of the Merger Agreement and approval of the Merger (provided and at that time there shall not have occurred a Material Adverse Effect on Target) after receipt of and in connection with an Acquisition Proposal with respect to Acquiror, (ii) immediately prior to the consummation of a tender or exchange offer for 25% or more of any class of Acquiror's capital stock, or (iii) immediately prior to the time at which all of the events specified in Section 10.3(a)(ii)(A7.3(c)(ii)(x), Section 7.3(c)(ii)(y) and either Section 7.3(c)(ii)(z)(i) or Section 7.3(c)(ii)(z)(ii) of the Merger Agreement shall have occurred. (b) Target may deliver to Acquiror a written notice (an "EXERCISE NOTICE") specifying that it wishes to exercise and close a purchase of Option Shares upon the occurrence of an Exercise Event and specifying the total number of Option Shares it wishes to acquire and the form of consideration to be paid (i) at any time following such time as the Board of Directors of Acquiror shall have withheld, although withdrawn or modified in a manner adverse to Target its recommendation in favor of adoption and approval of the Merger Agreement and approval of the Merger (and at that time there shall not have occurred a Material Adverse Effect on Target) after receipt of and in connection with an Acquisition Proposal with respect to Acquiror, (ii) upon the commencement of a tender or exchange offer for 25% or more of any class of Acquiror's capital stock (and/or during any time which such a tender or exchange offer remains open or has been consummated) or (iii) at any time following the occurrence of each of the events specified in Section 10.3(a)(ii)(B7.3(c)(ii)(x) thereof need not have occurred), or Section 10.3(band 7.3(c)(ii)(y) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiaryevents specified in clauses (i), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER (ii) or (iii) of this sentence being referred to herein as a "Trigger EventCONDITIONAL EXERCISE EVENTS"). (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing . At any time after delivery of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR of the , unless such Exercise Notice and is withdrawn by Target, the tender of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Option Shares (a "ClosingCLOSING") specified in such Exercise Notice shall occur take place at a place, on a date, and at a time designated by OPTION HOLDER in the principal offices of Acquiror upon the occurrence of an Exercise Notice delivered Event or at least two business days such later date prior to the date termination of the ClosingOption as may be designated by Target in writing. In the event that no Exercise Event shall occur prior to termination of the Option, such Exercise Notice shall be void and of no further force and effect. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: of (i) the Effective Time of the Merger; Time, (ii) 12 months following the termination of the Merger Agreement pursuant to Section 10.1 thereofArticle VII thereof if a Conditional Exercise Event shall have occurred on or prior to the date of such termination, other than under circumstances which also constitute a Trigger Event under this Agreement; and (iii) 180 days following any termination of the date on which the Merger Agreement upon is terminated if no Conditional Exercise Event shall have occurred on or during prior to such date of termination; provided, however, that if the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option is -------- ------- exercisable but cannot be exercised by reason of any applicable judgmentgovernment order or because the waiting period related to the issuance of the Option Shares under the HSR Act shall not have expired or been terminated, decree, order, law or regulation, ten then the Option shall not terminate until the tenth business days day after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. (d) . Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is Target shall have breached in any material breach of any of its representations or warranties, or in material breach of respect any of its covenants or agreements, agreements contained in this Agreement or in the Merger Agreement, Agreement or (ii) a Trigger Payment has the representations and warranties of Target contained in the Merger Agreement shall not have been paid true and correct in all material respects on and as of the date when made. (d) If Target receives in the aggregate pursuant to Section 5 7.3(c) of this the Merger Agreement together with proceeds in connection with any sales or demand therefor has been made other dispositions of Option Shares and not withdrawnany dividends received by Target declared on Option Shares, more than the sum of (x) $21,000,000 plus (y) the Exercise Price multiplied by the number of Acquiror Shares purchased by Target pursuant to the Option, then all proceeds to Target in excess of such sum shall be remitted by Target to Acquiror.

Exercise of Option. (a) The OPTION GRANTOR Subject to the conditions set forth in Section 1.5 hereof, the Option may be exercised by OPTION HOLDERBuyer, in whole or in part, at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER date hereof and prior to a the 30th business day after the termination fee under Section 10.3(a) of the Merger Agreement (provided that in accordance with the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (ii) terms thereof. In the event OPTION HOLDER Buyer wishes to exercise the OPTION GRANTOR OptionOption for all or some of the Stockholder Shares other than pursuant to the Offer (as defined in the Merger Agreement), OPTION HOLDER Buyer shall deliver to OPTION GRANTOR send a written notice (an the "Exercise Notice") to the Stockholders specifying the total number of OPTION GRANTOR Stockholder Shares it wishes to purchase. purchase pursuant to such exercise (iiiand the corresponding number of each such Stockholder's Shares) Upon and the giving by OPTION HOLDER to OPTION GRANTOR place, the date (not less than one nor more than 20 business days from the date of the Exercise Notice Notice) and the tender time for the closing of the applicable aggregate Exercise Pricesuch purchase, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that such date and time may be earlier than one day after the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Exercise Notice if reasonably practicable. Each closing of a purchase of OPTION GRANTOR Stockholder Shares pursuant to this Section 1.2(a) (a "Closing") shall occur take place at a the place, on a date, the date and at a the time designated by OPTION HOLDER Buyer in an its Exercise Notice delivered Notice, provided that if, at least two business days prior to the date of the ClosingClosing herein provided for, the conditions set forth in Section 1.5 shall not have been satisfied (or waived), Buyer may postpone the Closing until a date within five business days after such conditions are satisfied. (b) Except to the extent otherwise provided in Section 1.2(c) below, Buyer shall not be under any obligation to deliver any Exercise Notice and may allow the Option to terminate without purchasing any Stockholder Shares hereunder; provided however that once Buyer has delivered to the Stockholders an Exercise Notice, subject to the terms and conditions of this Agreement, Buyer shall be bound to effect the purchase as described in such Exercise Notice. (c) The OPTION GRANTOR Option Buyer agrees that, if Buyer shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement have accepted Shares for payment and purchased Shares pursuant to Section 10.1 thereofthe Offer, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or ifBuyer shall, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, within ten business days after of such impediment to purchase, exercise shall have been removed the Option in its entirety (or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR any remaining portion of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDEROption). (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn.

Exercise of Option. MAXIMUM PROCEEDS ------------------------------------ (a) The OPTION GRANTOR Option may be exercised by OPTION HOLDERFor all purposes of this Agreement, an "EXERCISE EVENT" shall have occurred (i) immediately prior to the earlier of (x) the consummation of, or (y) the record date, if any, for a meeting of Target's stockholders with regard to, an Acquisition Proposal with respect to Target with any party other than Acquiror (or an affiliate of Acquiror) if the Board of Directors of Target shall have withheld, withdrawn or modified in whole or a manner adverse to Acquiror its recommendation in part, at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) favor of adoption and approval of the Merger Agreement and approval of the Merger (provided and at that time there shall not have occurred a Material Adverse Effect on Acquiror) after receipt of and in connection with an Acquisition Proposal with respect to Target, (ii) immediately prior to the consummation of a tender or exchange offer for 25% or more of any class of Target's capital stock, or (iii) immediately prior to the time at which all of the events specified in Section 10.3(a)(ii)(A7.3(b)(ii)(x), Section 7.3(b)(ii)(y) and either Section 7.3(b)(ii)(z)(i) or Section 7.3(b)(ii)(z)(ii) of the Merger Agreement shall have occurred. (b) Acquiror may deliver to Target a written notice (an "EXERCISE NOTICE") specifying that it wishes to exercise and close a purchase of Option Shares upon the occurrence of an Exercise Event and specifying the total number of Option Shares it wishes to acquire and the form of consideration to be paid (i) at any time following such time as the Board of Directors of Target shall have withheld, although withdrawn or modified in a manner adverse to Acquiror its recommendation in favor of adoption and approval of the Merger Agreement and approval of the Merger (and at that time there shall not have occurred a Material Adverse Effect on Acquiror) after receipt of and in connection with an Acquisition Proposal with respect to Target, (ii) upon the commencement of a tender or exchange offer for 25% or more of any class of Target's capital stock (and/or during any time which such a tender or exchange offer remains open or has been consummated) or (iii) at any time following the occurrence of each of the events specified in Section 10.3(a)(ii)(B7.3(b)(ii)(x) thereof need not have occurred), or Section 10.3(band 7.3(b)(ii)(y) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiaryevents specified in clauses (i), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER (ii) or (iii) of this sentence being referred to herein as a "Trigger EventCONDITIONAL EXERCISE EVENTS"). (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing . At any time after delivery of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR of the , unless such Exercise Notice and is withdrawn by Acquiror, the tender of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Option Shares (a "ClosingCLOSING") specified in such Exercise Notice shall occur take place at a place, on a date, and at a time designated by OPTION HOLDER in the principal offices of Target upon the occurrence of an Exercise Notice delivered Event or at least two business days such later date prior to the date termination of the ClosingOption as may be designated by Acquiror in writing. In the event that no Exercise Event shall occur prior to termination of the Option, such Exercise Notice shall be void and of no further force and effect. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: of (i) the Effective Time of the Merger; Time, (ii) 12 months following the termination of the Merger Agreement pursuant to Section 10.1 thereofArticle VII thereof if a Conditional Exercise Event shall have occurred on or prior to the date of such termination, other than under circumstances which also constitute a Trigger Event under this Agreement; and (iii) 180 days following any termination of the date on which the Merger Agreement upon is terminated if no Conditional Exercise Event shall have occurred on or during prior to such date of termination; provided, however, that if the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option is -------- ------- exercisable but cannot be exercised by reason of any applicable judgmentgovernment order or because the waiting period related to the issuance of the Option Shares under the HSR Act shall not have expired or been terminated, decree, order, law or regulation, ten then the Option shall not terminate until the tenth business days day after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. (d) . Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is Acquiror shall have breached in any material breach of any of its representations or warranties, or in material breach of respect any of its covenants or agreements, agreements contained in this Agreement or in the Merger Agreement, Agreement or (ii) a Trigger Payment has the representations and warranties of Acquiror contained in the Merger Agreement shall not have been paid true and correct in all material respects on and as of the date when made. (d) If Acquiror receives in the aggregate pursuant to Section 5 7.3(b) of this the Merger Agreement together with proceeds in connection with any sales or demand therefor has been made other dispositions of Option Shares and not withdrawnany dividends received by Acquiror declared on Option Shares, more than the sum of (x) $21,000,000 plus (y) the Exercise Price multiplied by the number of Target Shares purchased by Acquiror pursuant to the Option, then all proceeds to Acquiror in excess of such sum shall be remitted by Acquiror to Target.

Exercise of Option. (a) The OPTION GRANTOR Optionee may exercise only vested portions of this Option may be exercised by OPTION HOLDER, and only in whole or in part, at any time or from the following manner. From time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR of the Exercise Notice and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest earlier to occur of: of (i) the Effective Time of termination hereof in accordance with the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 provisions of this Agreement to OPTION HOLDER. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger AgreementOption, or (ii) the Expiration Date (as set forth in Paragraph 5 herein) with respect to a Trigger Payment has been paid given portion of this Option, the Optionee may give written notice to the Company of his or her election to purchase some or all of the Option Shares for which this Option may be exercised at the time of such notice. Said notice shall specify the number of Option Shares to be purchased and shall be accompanied (i) by payment therefor in cash and (ii) by such agreement, statement or other evidence as the Company may require in order to satisfy itself that the issuance of the Option Shares being purchased pursuant to Section 5 such exercise and any subsequent resale thereof will be in compliance with applicable laws and regulations, including without limitation all applicable federal and state securities laws and regulations. This Option shall not be exercisable for any fractional share. a Certificates for the Option Shares so purchased will be issued to the Optionee upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such issuance, including without limitation, if said Option Shares have not been registered under the Securities Act of 1933, as amended (the "Act"), receipt of a representation from the Optionee upon each exercise of this Agreement Option that the Optionee is purchasing the Option Shares for his or demand therefor has been made her own account and not withdrawnwith a view to any resale or distribution thereof, the legending of any certificate representing said Option Shares, and the imposition of a stop transfer order with respect thereto, to prevent a resale or distribution in violation of federal or state securities laws. Until the Optionee shall have complied with the requirements hereof and of the Plan, the Company shall be under no obligation to issue the Option Shares subject to this Option, and the determination of the MRC (as defined in the Plan) as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed for any purpose to be the owner of any Option Shares subject to this Option until such Option Shares shall have been issued in accordance with the foregoing provisions. b Notwithstanding any other provision hereof or of the Plan, no portion of this Option shall be exercisable (i) after its termination in accordance with the provisions hereof, (ii) after the Expiration Date applicable thereto (as set forth in Paragraph 5 herein), or (iii) at any time unless all necessary regulatory or other approvals have been received. c To the extent that this Option is not exercised in full, it will be deemed to have been exercised first for any remaining Option Shares in the Installment (as defined in Paragraph 5 herein) which would otherwise expire on the next succeeding Expiration Date, then for any remaining Option Shares in the Installment which would otherwise expire on the second succeeding Expiration Date and so on, thereby reducing the number of Option Shares with respect to which this Option will expire on such Expiration Dates.

Exercise of Option. (a) The OPTION GRANTOR Optionee may exercise only vested portions of this Option and only in the following manner. From time to time prior to the earlier to occur of (i) the termination hereof in accordance with the provisions of this Option, or (ii) the Expiration Date (as set forth in Paragraph 3 herein) with respect to a given portion of this Option, Optionee may give written notice to the Company of his or her election to purchase some or all of the Option Shares for which this Option may be exercised at the time of such notice. Said notice shall specify the number of Option Shares to be purchased and shall be accompanied (i) by OPTION HOLDERpayment therefor in cash and (ii) by such agreement, statement or other evidence as the Company may require in whole or in part, at any time or from time order to time after satisfy itself that the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) issuance of the Merger Agreement (provided that the events specified Option Shares being purchased pursuant to such exercise and any subsequent resale thereof will be in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurredcompliance with applicable laws and regulations, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event")including without limitation all applicable federal and state securities laws and regulations. (ib) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing Certificates for the Option Shares so purchased will be issued to Optionee upon compliance to the satisfaction of the occurrence Company with all requirements under applicable laws or regulations in connection with such issuance, including without limitation, if said Option Shares have not been registered under the Securities Act of 1933, as amended (the "Act"), receipt of a representation from Optionee upon each exercise of this Option that Optionee is purchasing the Option Shares for his or her own account and not with a view to any resale or distribution thereof, the legending of any Trigger Eventcertificate representing said Option Shares, it being understood that and the giving imposition of such notice by OPTION GRANTOR a stop transfer order with respect thereto, to prevent a resale or distribution in violation of federal or state securities laws. Until Optionee shall not be a condition to have complied with the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR requirements hereof and of the Exercise Notice and Plan, the tender of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's Company shall be under no obligation to issue the OPTION GRANTOR Option Shares subject to OPTION HOLDER hereunder set forth this Option, and the determination of the Option Committee (as defined in Section 3 have been satisfied or waived, the Plan) as to such compliance shall be final and binding on Optionee. Optionee shall not be deemed for any purpose to be the holder owner of record of the OPTION GRANTOR any Option Shares issuable upon subject to this Option until such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Option Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER have been issued in an Exercise Notice delivered at least two business days prior to accordance with the date of the Closingforegoing provisions. (c) The OPTION GRANTOR Notwithstanding any other provision hereof or of the Plan, no portion of this Option shall terminate upon the earliest to occur of: be exercisable (i) after its termination in accordance with the Effective Time of the Merger; provisions hereof, (ii) after the termination of the Merger Agreement pursuant to Section 10.1 thereofExpiration Date applicable thereto (as set forth in Paragraph 3 herein), other than under circumstances which also constitute a Trigger Event under this Agreement; or (iii) 180 days following at any termination of the Merger Agreement upon time unless all necessary regulatory or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall other approvals have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDERreceived. (d) Notwithstanding To the foregoingextent that this Option is exercised for a number of Option Shares which is less than the full number of Option Shares for which this Option is then exercisable, it shall be deemed to have been exercised first with respect to the OPTION GRANTOR maximum number of First-Year Option may Shares for which this Option has not be been previously exercised, then the maximum number of Second-Year Option Shares for which this Option has not been previously exercised, then the maximum number of Third-Year Option Shares for which this Option has not been previously exercised if (i) OPTION HOLDER is and then the maximum number of Fourth-Year Option Shares for which this Option has not been previously exercised, including for purposes of determining which Option Shares hereunder have expired in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawnaccordance with Paragraph 3 herein.

Exercise of Option. (a) The OPTION GRANTOR Option may only be exercised by OPTION HOLDERParametric, in whole or in part, at any time or from time to time time, after the Merger Acquisition Agreement becomes terminable by OPTION HOLDER under circumstances which could would entitle OPTION HOLDER Parametric to a termination fee payment under Section 10.3(a7.3(d) of the Merger Acquisition Agreement upon its termination, regardless of whether the Acquisition Agreement is terminated pursuant to such provisions or whether an Alternative Transaction is consummated (provided that any of the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER this sentence being referred to herein as a an "Trigger Exercise Event"). (i) OPTION GRANTOR . Computervision shall notify OPTION HOLDER Parametric promptly in writing of the occurrence of any Trigger Exercise Event, it being understood that the giving of such notice by OPTION GRANTOR Computervision shall not be a condition to the right of OPTION HOLDER Parametric to exercise the OPTION GRANTOR Option. (ii) . In the event OPTION HOLDER Parametric wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER Parametric shall deliver to OPTION GRANTOR Computervision a written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Option Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR of the Exercise Notice and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) acquire. Each closing of a purchase of OPTION GRANTOR Option Shares (a "Closing") shall occur at a place, on a date, date and at a time designated by OPTION HOLDER Parametric in an Exercise Notice delivered at least two business days prior to the date of such Closing, which Closing shall be held at the Closingoffices of counsel to Parametric. Upon the giving by Parametric to Computervision of the Exercise Notice and the tender of the applicable aggregate Exercise Price and provided that the conditions to Computervision's obligation to issue the Option Shares to Parametric hereunder set forth in Section 3 have been satisfied or waived, Parametric shall be deemed to be the holder of record of the Option Shares issuable upon such exercise, notwithstanding that the stock transfer book of Computervision shall then be closed or that certificates representing such Option Shares shall not then be actually delivered to Parametric. (cb) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: of (i) the Effective Time of the Merger; Date, (ii) 180 days following the termination of the Merger Acquisition Agreement pursuant to Section 10.1 Article VII thereof, other than under circumstances which also constitute a Trigger if an Exercise Event under this Agreement; shall have occurred on or prior to the date of such termination, and (iii) 180 days following any termination the date on which the Acquisition Agreement is terminated pursuant to Article VII thereof if an Exercise Event shall not have occurred on or prior to such date; provided, however, with respect to the preceding clause (ii) of this sentence, that (x) if the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgmentgovernment order or because the waiting period related to the issuance of the Option Shares under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, decreeas amended (the "HSR Act"), orderif applicable, law shall not have expired or regulationbeen terminated, ten then the Option shall not terminate until the tenth business days day after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause appeal and (y) if Sections 7.3(d)(ii) or (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Acquisition Agreement to OPTION HOLDER. (d) Notwithstanding the foregoingare applicable, the OPTION GRANTOR Option may shall not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in terminate until 30 days after the Merger Agreement, or (ii) event entitling Parametric to a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawnpayment thereunder.

Exercise of Option. (a) The OPTION GRANTOR Upon receipt of an Option may be exercised by OPTION HOLDERNotice, in whole or in part, at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement Operating Partnership shall have occurred, although the events specified in Section 10.3(a)(ii)(Bninety (90) thereof need not have occurred), or Section 10.3(bdays from receipt of a Stabilization Notice and thirty (30) days from receipt of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party User Sale Notice or a closing by which Liquidation Notice to send written notice to the Fund of its intention to exercise the Option with respect to the ownership interests in any Property Entity owning a Target Party becomes a Subsidiary), Property that is the subject to said notice (any such event notice sent by which the Merger Agreement becomes so terminable by OPTION HOLDER Operating Partnership to the Fund being referred to herein as a "Trigger Event"“Stabilization Option Exercise Notice”, a “User Sale Option Exercise Notice”, or a “Liquidation Option Exercise Notice”, as applicable and each, an “Option Exercise Notice”). (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing , a signed counterpart of the occurrence Purchase and Sale Agreement and a non-refundable xxxxxxx money deposit equal to five percent (5%) of any Trigger Event, it being understood the Option Price (the “Deposit’). The Fund shall deliver a signed counterpart of the Purchase and Sale Agreement to the Operating Partnership upon confirmation from the escrow agent identified in the Purchase and Sale Agreement that the giving Deposit has been received. The parties agree that if the Option Price is not known at the time of such notice by OPTION GRANTOR shall not be delivery of a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (an "Liquidation Option Exercise Notice") specifying , the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon purchase price set forth in the giving by OPTION HOLDER to OPTION GRANTOR Purchase and Sale Agreement shall be the Operating Partnership’s reasonable estimate of the Exercise Notice and the tender fair market value of the applicable aggregate Exercise PriceProperty and the Deposit shall be five percent (5%) of said estimated fair market value, OPTION HOLDERprovided that once the Appraisals for the applicable Properties are received, the parties shall promptly enter into an amendment to the extent permitted by law Purchase and OPTION GRANTOR's organizational documents, and provided Sale Agreement that changes the conditions purchase price to OPTION GRANTOR's obligation an amount equal to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder fair market value of the Properties as set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDERAppraisals. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn.

Exercise of Option. (a) To the extent that the Option has become and remains exercisable it may be exercised by the Optionee delivering to the Corporation a written notice of exercise signed by the Optionee, in substantially the form attached hereto as Exhibit A (a "Notice of Exercise"), together with a check payable to the Corporation in the amount of the total Exercise Price for the Option Shares to be purchased pursuant to the Notice of Exercise. (b) The OPTION GRANTOR Optionee may exercise the Option for less than the full number of Option Shares with respect to which the Option is exercisable (the "Available Option Shares"), but no fractional shares of Common Stock shall be issued. Subject to the other restrictions on exercise set forth herein, the unexercised portion of the exercisable Option may be exercised by OPTION HOLDER, in whole or in part, at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR of the Exercise Notice and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated later date by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the ClosingOptionee. (c) The OPTION GRANTOR Option shall terminate upon Within thirty (30) days after the earliest to occur of: (i) the Effective Time exercise of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day periodOption as herein provided, the OPTION GRANTOR Corporation shall deliver to the Optionee a certificate or certificates for the total Option cannot be exercised Shares being purchased, in such names and denominations as are requested by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDEROptionee. (d) Notwithstanding Neither the foregoingOption nor the Option Shares have been registered under the Securities Act of 1933, as amended (the OPTION GRANTOR "Act"), or under the securities laws of any state. Unless the issuance of shares of Common Stock are covered by an effective registration statement at the time the Option may not be exercised if is exercised, each certificate representing Option Shares issued upon the exercise of the Option shall bear the following legend: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNTIL (i) OPTION HOLDER is in material breach of any of its representations or warrantiesA REGISTRATION STATEMENT UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or OR (ii) a Trigger Payment has been THE CORPORATION HAS RECEIVED AN OPINION OF COUNSEL ACCEPTABLE TO THE CORPORATION THAT REGISTRATION UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED SALE, PLEDGE OR TRANSFER. The Optionee and the Corporation agree to execute such documents and instruments as counsel for the Corporation reasonably deems necessary to ensure that the granting of the Option and the issuance of any shares upon the exercise thereof will be in compliance with applicable federal and state securities laws. (e) The Corporation covenants and agrees that all Option Shares which may be issued upon exercise of the Option shall, upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid pursuant and nonassessable, and free from all liens, claims and encumbrances, except restrictions imposed by applicable securities laws, the Corporation's Articles of Incorporation and/or this Agreement. The Corporation shall at all times reserve and keep available for issuance upon the exercise of the Option such number of authorized but unissued shares of Common Stock as will be sufficient to Section 5 permit the exercise in full of this Agreement or demand therefor has been made and not withdrawnthe Option.

Exercise of Option. (a) The OPTION GRANTOR Shares subject to the Option may be exercised purchased by OPTION HOLDER, in whole or in part, at any time or from time to time after giving the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) Secretary of the Merger Agreement (provided that Company written notice of exercise, on a form prescribed by the events specified in Section 10.3(a)(ii)(A) Company, specifying the number of the Merger Agreement shares to be purchased. The notice of exercise shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event").be accompanied by (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing tender to the Company of cash for the full purchase price of the occurrence of any Trigger Event, it being understood that the giving of shares with respect to which such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option.Option or portion thereof is exercised; or (ii) In the event OPTION HOLDER wishes to exercise unsecured, demand borrowing by the OPTION GRANTOR Option, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (Grantee from the Company on an "Exercise Notice") specifying open account maintained solely for this purpose in the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR amount of the Exercise Notice full exercise price together with the instruction from the Grantee to sell the shares exercised on the open market through a duly registered broker-dealer with which the Company makes an arrangement for the sale of such shares under the Plan. This method is known as the "broker-dealer exercise method" and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, is subject to the extent permitted by law terms and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth herein, in Section 3 have been satisfied or waived, the Plan and in guidelines established by the Committee. The Option shall be deemed to be exercised simultaneously with the holder of record sale of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that shares by the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to broker-dealer. If the date of the Closing. (c) The OPTION GRANTOR Option shall terminate shares purchased upon the earliest to occur of: (i) the Effective Time exercise of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute an Option or a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option portion thereof cannot be exercised sold for a price equal to or greater than the full exercise price plus direct costs of the sales, then there is no exercise of the Option. Election of this method authorizes the Company to deliver shares to the broker-dealer and authorizes the broker-dealer to sell such shares on the open market. The broker-dealer will remit proceeds of the sale to the Company which will remit net proceeds to the Grantee after repayment of the borrowing, deduction of costs, if any, and withholding of taxes. The Grantee's borrowing from the Company on an open account shall be a personal obligation of the Grantee which shall bear interest at the published Applicable Federal Rate ("AFR") for short-term loans and shall be payable upon demand by the Company. Such borrowing may be authorized by telephone or other telecommunications acceptable to the Company. Upon such borrowing and the exercise of the Option or portion thereof, title to the shares shall pass to the Grantee whose election hereunder shall constitute instruction to the Company to register the shares in the name of the broker-dealer or its nominee. The Company reserves the right to discontinue this broker-dealer exercise method at any time for any reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to whatsoever. The Grantee agrees that if this broker-dealer exercise shall have been removed or shall have become final and not subject to appeal, but in no event method under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. (d) Notwithstanding the foregoingparagraph is used, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is Grantee promises unconditionally to pay the Company the full balance in material breach of his open account at any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in time upon demand. Granxxx xxxo agrees to pay interest on the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made account balance at the AFR for short-term loans from and not withdrawnafter demand.

Exercise of Option. (a) The OPTION GRANTOR Option may This option shall be exercised exercisable by OPTION HOLDER, in whole or in part, at any time or from time to time after written notice which shall state the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER election to exercise the OPTION GRANTOR Option. (ii) In option, the event OPTION HOLDER wishes number of shares in respect of which the option is being exercised, and such other representations and agreements as to the holder’s investment intent with respect to such shares of Common Stock as may be required by the Company pursuant to the provisions of the Plan or this Agreement. Such written notice shall be signed by the Optionee or other person entitled to exercise the OPTION GRANTOR Option, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR of the Exercise Notice and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, option pursuant to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 provisions of this Agreement or demand therefor has the Plan and shall be delivered in person or by certified mail to the Secretary of the Company. The written notice shall be accompanied by payment of the purchase price. Payment of the purchase price shall be in cash, currency and/or shares of Common pursuant to the provisions of the Plan. Unless the shares of Common Stock have been made registered under the Securities Act of 1933 pursuant to a registration statement filed on Form S-8 or otherwise, the certificate or certificates for shares of Common Stock as to which the option shall be exercised shall be registered in the name of the Optionee and not withdrawnshall contain the following legend: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO THE DISTRIBUTION THEREOF, AND SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS REGISTERED UNDER SUCH ACT OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT, AND UNLESS SUCH SALE OR TRANSFER IS AUTHORIZED UNDER APPLICABLE STATE LAW.”

Exercise of Option. (a) The OPTION GRANTOR Indiana Option may be exercised by OPTION HOLDERSIGCORP, in whole or in part, at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER SIGCORP under circumstances which could entitle OPTION HOLDER SIGCORP to a termination fee fees under either Section 10.3(a9.3(a) of the Merger Agreement (or Section 9.3(b) of the Merger Agreement, provided that the events specified in Section 10.3(a)(ii)(A9.3(b)(ii) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement occurred (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a an Indiana Target Party or a closing by which a an Indiana Target Party becomes a Subsidiarysubsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER SIGCORP being referred to herein as a "Trigger Event"). (i) OPTION GRANTOR " Indiana shall notify OPTION HOLDER SIGCORP promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR Indiana shall not be a condition to the right of OPTION HOLDER SIGCORP to exercise the OPTION GRANTOR Indiana Option. (ii) . In the event OPTION HOLDER SIGCORP wishes to exercise the OPTION GRANTOR Indiana Option, OPTION HOLDER SIGCORP shall deliver to OPTION GRANTOR Indiana a written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Indiana Shares it wishes to purchase. (iii) Upon . If at the giving by OPTION HOLDER time of issuance of any Indiana Shares pursuant to OPTION GRANTOR an exercise of all or part of the Exercise Notice and the tender of the applicable aggregate Exercise PriceIndiana Option hereunder, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares Indiana shall not have redeemed the Indiana Rights, or shall have issued any similar securities, then be actually delivered each Indiana Share issued pursuant to OPTION HOLDER. (iv) such exercise shall also represent Indiana Rights or new rights with terms substantially the same as and at least as favorable to SIGCORP as are provided under the Indiana Rights Agreement or any similar agreement then in effect. Each closing of a purchase of OPTION GRANTOR Indiana Shares (a "Closing") shall occur at a place, on a date, date and at a time designated by OPTION HOLDER SIGCORP in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) . The OPTION GRANTOR Indiana Option shall terminate upon the earliest to occur earlier of: : (i) the Effective Time of the Merger; Time; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, 9.1 thereof (other than under circumstances which also constitute upon or during the continuance of a Trigger Event under this Agreement; Event); or (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, period the OPTION GRANTOR Indiana Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR the third anniversary of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. (d) date hereof). Notwithstanding the foregoing, the OPTION GRANTOR Indiana Option may not be exercised if (i) OPTION HOLDER SIGCORP is in material breach of any of its material representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement. Upon the giving by SIGCORP to Indiana of the Exercise Notice and the tender of the applicable aggregate Exercise Price, SIGCORP shall be deemed to be the holder of record of the Indiana Shares issuable upon such exercise, notwithstanding that the stock transfer books of Indiana shall then be closed or (ii) a Trigger Payment has been paid pursuant that certificates representing such Indiana Shares shall not then be actually delivered to Section 5 of this Agreement or demand therefor has been made and not withdrawnSIGCORP.

Exercise of Option. (a) The OPTION GRANTOR An Option may to Extend shall be exercised by OPTION HOLDERTenant, if at all, and only in whole or in part, at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). following manner: (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing at Tenant’s election, Tenant may deliver written notice (the “Option Interest Notice”) to Landlord not more than eighteen (18) months nor less than seventeen (17) months prior to the expiration of the occurrence of any Trigger Eventinitial Lease Term or the first (1st) Option Term, it being understood as applicable, stating that the giving of such notice by OPTION GRANTOR shall not be a condition Tenant is interested in exercising its Option to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. Extend; and (ii) In if Tenant delivers the event OPTION HOLDER Option Interest Notice, Landlord shall, within thirty (30) days following Landlord’s receipt of the Option Interest Notice, deliver notice (the “Option Rent Notice”) to Tenant setting forth Landlord’s good faith determination of the Option Rent; and (iii) in any event, if Tenant wishes to exercise such Option to Extend, whether or not Tenant has given the OPTION GRANTOR OptionOption Interest Notice, OPTION HOLDER shall Tenant shall, not earlier than the date that is eighteen (18) months, and not later than the date that is fifteen (15) months, prior to the expiration of the initial Lease Term or the first (1st) Option Term, as applicable, deliver to OPTION GRANTOR written notice thereof (an "the “Option Exercise Notice"”) specifying the total number to Landlord, which notice shall be Tenant’s irrevocable exercise of OPTION GRANTOR Shares it wishes Tenant’s then-applicable Option to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR of the Exercise Notice and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documentsExtend, and provided that upon, and concurrent with, such exercise, Tenant may, at its option, accept or reject the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder Option Rent set forth in Section 3 have been satisfied the Option Rent Notice (if Tenant has previously delivered an Option Interest Notice). If Tenant exercises its Option to Extend but fails to accept or waivedreject the Option Rent set forth in the Option Rent Notice (if Tenant delivered an Option Interest Notice), then Tenant shall be deemed to be have rejected the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment Rent set forth in Section 5 of this Agreement to OPTION HOLDERthe Option Rent Notice. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn.

Exercise of Option. (a) The OPTION GRANTOR An Option may to Extend shall be exercised by OPTION HOLDERTenant, if at all, and only in whole or in part, at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). following manner: (i) OPTION GRANTOR at Tenant’s election, Tenant shall notify OPTION HOLDER promptly in writing deliver written notice (the “Option Interest Notice”) to Landlord not more than eighteen (18) months nor less than seventeen (17) months prior to the expiration of the occurrence of any Trigger Eventinitial Lease Term or the first (1st) Option Term, it being understood as applicable, stating that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. Tenant is interested in exercising its Option Extend; (ii) In if Tenant delivers the event OPTION HOLDER Option Interest Notice, Landlord shall, within thirty (30) days following Landlord’s receipt of the Option Interest Notice, deliver notice (the “Option Rent Notice”) to Tenant setting forth Landlord’s good faith determination of the Option Rent; and (iii) if Tenant wishes to exercise such option, whether or not Tenant has given the OPTION GRANTOR OptionOption Interest Notice, OPTION HOLDER shall Tenant shall, on or before the date which is fifteen (15) months prior to the expiration of the initial Lease Term or the first (1st) Option Term, as applicable, deliver to OPTION GRANTOR written notice (an "Exercise Notice") specifying the total number thereof to Landlord, which notice shall be Tenant’s irrevocable exercise of OPTION GRANTOR Shares it wishes Tenant’s Option to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR of the Exercise Notice and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documentsExtend, and provided that upon, and concurrent with, such exercise, Tenant may, at its option, accept or reject the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder Option Rent set forth in Section 3 have been satisfied the Option Rent Notice (if Tenant has previously delivered an Option Interest Notice). If Tenant exercises its Option to Extend the Lease but fails to accept or waivedreject the Option Rent set forth in the Option Rent Notice (if Tenant delivered an Option Interest Notice), then Tenant shall be deemed to be have rejected the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment Rent set forth in Section 5 of this Agreement to OPTION HOLDERthe Option Rent Notice. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn.

Exercise of Option. (a) The OPTION GRANTOR Subject to Section 4 above, on or after the vesting of any portion of this Option in accordance with Sections 2 or 9 hereof, and until termination of the right to exercise this Option in accordance with Section 3.1 above, the portion of this Option which has vested may be exercised by OPTION HOLDER, in whole or in partpart by the Optionee (or, after his or her death, by the person designated in Section 6 below) upon delivery of the following to the Company at its principal executive offices: 5.1 a written notice of exercise which identifies this Agreement (including the Grant Number listed in Section 1.1 above) and states the number of Shares then being purchased (but no fractional Shares may be purchased); 5.2 payment of the Exercise Price by: (i) cash; (ii) check; (iii) the surrender of shares of Common Stock owned by Optionee (provided that shares acquired pursuant to the exercise of options granted by the Company must have been held by the Optionee for the requisite period necessary to avoid a charge to the Company’s earnings for financial reporting purposes), which surrendered shares shall be valued at Fair Market Value as of the date of such exercise; (iv) provided that a public market for the Common Stock exists, a “same day sale” commitment from the Optionee and an NASD Dealer whereby the Optionee irrevocably elects to exercise the Option and to sell a portion of the shares so purchased to pay for the Exercise Price and whereby the NASD Dealer irrevocably commits upon receipt of such shares to forward the Exercise Price directly to the Company; (v) provided that a public market for the Common Stock exists, a “margin” commitment from the Optionee and an NASD Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the shares so purchased to the NASD Dealer in a margin account as security for a loan from the NASD Dealer in the amount of the Exercise Price, and whereby the NASD Dealer irrevocably commits upon receipt of such shares to forward the Exercise Price directly to the Company; or (vi) any time combination of the foregoing methods of payment or Such other form of lawful consideration as the Administrator may approve from time to time after under the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under provisions of Section 10.3(a) 5.3 of the Merger Agreement Plan; 5.3 a check or cash in the amount reasonably requested by the Company to satisfy the Company’s withholding obligations under federal, state or other applicable tax laws with respect to the taxable income, if any, recognized by the Optionee in connection with the exercise of this Option (unless the Company and Optionee shall have made other arrangements for deductions or withholding from Optionee’s wages, bonus or other compensation payable to Optionee, or by the withholding of Shares issuable upon exercise of this Option or the delivery of Shares owned by the Optionee in accordance with Section 11.1 of the Plan, provided that such arrangements satisfy the events specified requirements of applicable tax laws); 5.4 a letter, if requested by the Company, in such form and substance as the Company may require, setting forth the investment intent of the Optionee, or person designated in Section 10.3(a)(ii)(A) 6 below, as the case may be; and 5.5 in accordance with Section 10.2 of the Merger Agreement shall have occurredPlan, although certification by the events specified Optionee, if requested by the Company, in Section 10.3(a)(ii)(B) thereof need not have occurred), a manner acceptable to the Company that he or Section 10.3(b) she is in compliance with the terms and conditions of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (ii) Plan and this Agreement. In the event OPTION HOLDER wishes Optionee fails to exercise comply with the OPTION GRANTOR provisions of paragraphs (i)-(vi) of Section 10.1 of the Plan prior to, or during the six (6) months after, any exercise, payment or delivery pursuant to this Option, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR of the Exercise Notice and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that payment or delivery may be rescinded within two (2) years thereafter. In the stock transfer books event of OPTION GRANTOR any such rescission, Optionee shall then pay to the Company the amount of any gain realized or payment received as a result of the exercise, payment or delivery, in such manner and on such terms and conditions as may be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a daterequired, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior the Company shall be entitled to set-off against the amount of any such gain any amount owed to the date of Participant by the ClosingCompany. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn.

Exercise of Option. (a) The OPTION GRANTOR holder or holders of the Option (the "HOLDER") may be exercised by OPTION HOLDERexercise the Option, in whole or in part, at any time or from time if both an Initial Triggering Event (as defined below) and a Subsequent Triggering Event (as defined below) shall have occurred prior to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) occurrence of the Merger Agreement an Exercise Termination Event (provided as defined below), PROVIDED that the events specified Holder shall have sent notice of such exercise (as required by Section 2(f)) within six months following such Subsequent Triggering Event (or such later date as provided in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"10). (ib) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing Each of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR following shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (an "Exercise NoticeEXERCISE TERMINATION EVENT") specifying the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR of the Exercise Notice and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: : (i) consummation of the Merger at the Effective Time of the Merger; ; (ii) the termination of the Plan of Merger Agreement pursuant to Section 10.1 thereofin accordance with the provisions thereof if such termination occurs before the occurrence of an Initial Triggering Event, other than under circumstances which also constitute except a Trigger Event under this Agreement; termination by Grantee on account of a Listed Termination (as defined below); and (iii) 180 days following any the passage of 18 months (or such longer period as provided in Section 10) after termination of the Plan of Merger Agreement upon if such termination follows the occurrence of an Initial Triggering Event or during is a Listed Termination. For purposes of this Agreement, each of the continuance following terminations of the Plan of Merger in accordance with the provisions thereof shall constitute a "LISTED TERMINATION": (i) termination by Grantee if Issuer's board of directors shall have failed to recommend that the Merger be approved by Issuer's shareholders as required by Section 1.1 of the Plan of Merger, withdrawn such recommendation or modified or changed such recommendation in a manner adverse in any respect to the interests of Grantee; and (ii) termination by Grantee resulting from a material breach by Issuer of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR provision of the Trigger Payment set forth in Section 5 Plan of this Agreement Merger (but only if the breach giving rise to OPTION HOLDER. (dthe termination was willful) Notwithstanding anything to the foregoing, contrary in this Agreement: (i) the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of at any of its representations or warranties, or time when Grantee shall be in material breach of any of its covenants or agreements, agreements contained in the Plan of Merger such that Issuer shall be entitled to terminate the Plan of Merger as a result of a material breach; and (ii) this Agreement shall automatically terminate upon the proper termination of the Plan of Merger (x) by Issuer as a result of the material breach by Grantee of its covenants or agreements contained in the Merger AgreementPlan of Merger, or (iiy) a Trigger Payment has by Issuer or Grantee if the approval by any federal or state governmental agency or authority necessary to consummate the Merger and the other transactions contemplated by the Plan of Merger shall have been paid pursuant to Section 5 denied by final nonappealable action of this Agreement such agency or demand therefor has been made and not withdrawnauthority.

Exercise of Option. (a) The OPTION GRANTOR Option Parent may be exercised by OPTION HOLDERexercise the Option, in ------------------ whole or in part, at any time or from time to time during the period (the "Option Period") from and including the date hereof through and including the earlier of (x) the Effective Time and (y) the date that is six months after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances date on which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated pursuant to Sections 8.1(d)(i) or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by 8.1(e)(i) thereof and (z) the date that is 90 days after the date on which the Merger Agreement becomes so terminable is terminated pursuant to Section 8.1(e)(iii) thereof; provided, however, that the Option shall terminate with respect to any Subject -------- ------- Shares that are tendered pursuant to the Offer and purchased by OPTION HOLDER being referred Purchaser thereunder. Notwithstanding anything in this Agreement to herein the contrary, Parent shall be entitled to purchase all Subject Shares in respect of which it shall have exercised the Option in accordance with the terms hereof prior to the expiration of the Option Period, and the expiration of the Option Period shall not affect any rights hereunder which by their terms do not terminate or expire prior to or as a "Trigger Event")of such expiration. (ib) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER If Parent wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER it shall deliver to OPTION GRANTOR Stockholder a written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR of the Exercise Notice and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: effect which specifies (i) the Effective Time number of the Merger; Subject Shares to be purchased from Stockholder and (ii) a date (an "Option Closing Date") not earlier than three business days after the termination date such Exercise Notice is delivered for the consummation of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration purchase and sale of such 180 day period, Subject Shares (an "Option Closing"). If the OPTION GRANTOR Option Closing cannot be exercised effected on the Option Closing Date specified in the Exercise Notice by reason of a preliminary or final injunction or any other applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise or because any applicable waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), shall not have expired or been removed or shall have become final and not subject to appealterminated, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach Stockholder shall promptly take all such actions as may be requested by Parent, and shall otherwise fully cooperate with Parent, to cause the elimination of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in all such impediments to the Merger Agreement, or Option Closing and (ii) a Trigger Payment has been paid pursuant the Option Closing Date specified in the Exercise Notice shall be extended to Section 5 the fifth business day following the elimination of this Agreement or demand therefor has been made all such impediments. The place of the Option Closing shall be at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and not withdrawnthe time of the Option Closing shall be 10:00 a.m. (New York Time) on the Option Closing Date.

Exercise of Option. (a) The OPTION GRANTOR Option Grantee may be exercised by OPTION HOLDERexercise the Option, in whole or in part, at any time or and from time to time on or before the Termination Date following the occurrence of an Exercise Event. If the Grantee exercises the Option with respect to any Option Shares on or before the Termination Date, then, notwithstanding anything to the contrary contained in this Option Agreement, the Grantee shall be entitled to purchase such Option Shares in accordance with the terms of this Option Agreement after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER Termination Date. (b) For purposes of this Option Agreement, an "Exercise Event" shall be deemed to a termination fee under Section 10.3(a) of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event").occurred if: (i) OPTION GRANTOR either the Grantee or the Company shall notify OPTION HOLDER promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition to have the right of OPTION HOLDER to exercise terminate the OPTION GRANTOR Option.Reorganization Agreement pursuant to Section 8.1(d) thereof and an Acquisition Proposal shall have been previously disclosed, announced, commenced, submitted or made; or (ii) In the event OPTION HOLDER wishes Grantee shall have the right to terminate the Reorganization Agreement pursuant to Section 8.1(e) thereof. (c) To exercise the OPTION GRANTOR OptionOption with respect to any Option Shares, OPTION HOLDER the Grantee shall deliver to OPTION GRANTOR the Company a written notice (an "Exercise Notice") specifying specifying: (i) the total number of OPTION GRANTOR Option Shares it wishes the Grantee will purchase; (ii) the place at which such Option Shares are to purchase. be purchased; and (iii) Upon the giving by OPTION HOLDER date on which such Option Shares are to OPTION GRANTOR be purchased, which shall not be sooner than two business days nor later than twenty business days after the date of the delivery of such Exercise Notice to the Company. (The date of delivery of such Exercise Notice to the Company is referred to as the applicable "Notice Date," and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, Option shall be deemed to be have been validly exercised on such Notice Date with respect to the holder of record Option Shares referred to in such Exercise Notice.) The closing of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR such Option Shares (a the applicable "Closing") shall occur take place at a place, on a date, and at a time designated by OPTION HOLDER the place specified in an the Exercise Notice delivered at least two business days prior to and on the date of specified in such Exercise Notice (the Closing. applicable "Closing Date"); provided, however, that: (cA) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of if such 180 day period, the OPTION GRANTOR Option purchase cannot be exercised consummated on such Closing Date by reason of any applicable judgment, decreeLegal Requirement, order, law judgment, decree or regulationother legal impediment, ten business then the Grantee may extend the Closing Date to a date not more than 30 days after the date on which such impediment is removed; and (B) if prior notification to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach approval of any of its representations or warrantiesGovernmental Body is required, or if any waiting period must expire or be terminated, in material breach connection with such purchase, then (1) the Company shall promptly cause to be filed the required notice or application for approval and shall expeditiously process such notice or application, (2) the Company shall cooperate with the Grantee in the filing of any of its covenants such notice or agreements, contained in this Agreement or application required to be filed by the Grantee and in the Merger Agreementobtaining of any such approval required to be obtained by the Grantee, or and (ii3) the Grantee may extend the Closing Date to a Trigger Payment date not more than 30 days after the latest date on which any required notification has been paid pursuant to Section 5 of this Agreement or demand therefor made, any required approval has been made and not withdrawnobtained or any required waiting period has expired or been terminated.

Exercise of Option. (a) The OPTION GRANTOR Subject to the other terms and provisions of this Agreement, the Option may shall be exercised exercisable by OPTION HOLDERwritten notice timely given to the Company by the Optionee (the "EXERCISE NOTICE"), which notice (i) shall state the number of Shares that the Optionee then desires to purchase, and (ii) shall be accompanied by payment in whole or in part, at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) full of the Merger Agreement Option Price for each of such Shares. (provided that the events specified in Section 10.3(a)(ii)(Ab) Payment of the Merger Agreement Option Price shall have occurred, although be made by the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred)following methods, or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event").combination thereof: (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option.cash; (ii) In by delivery of Optionee's secured promissory note in the event OPTION HOLDER wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase.form attached hereto as Attachment I; or (iii) Upon if the giving Shares are Publicly Traded at the time of exercise, by OPTION HOLDER to OPTION GRANTOR surrender of Shares owned by the Exercise Notice and Optionee (the tender "PAYMENT SHARES"), the aggregate Market Price of which shall be credited against the applicable aggregate Exercise Option Price; provided, OPTION HOLDERhowever, that in lieu of actually tendering the Payment Shares, the Optionee may make a constructive exchange 4 of such Payment Shares ("CONSTRUCTIVE EXCHANGE") pursuant to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder procedures set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder subsection (c) of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closingthis Section. (c) The OPTION GRANTOR Optionee shall notify the Company in writing of any election to pay all or a portion of the Option Price using a Constructive Exchange (which notice may be included in the Exercise Notice). Such notice shall terminate upon specify the earliest number of Payment Shares to occur of: be used in the Constructive Exchange and shall include (i) a notarized statement attesting to the number of Payment Shares, if any, that are held by a registered securities broker for the Optionee in "street name", and (ii) the certificate numbers for all Shares, if any, registered in the name of Optionee. Upon receipt of such notice and the required information referred to in the immediately preceding sentence, the Company shall confirm ownership of the Payment Shares by reference to Company records. Upon such confirmation, the Company shall treat the Payment Shares as being constructively exchanged, and accordingly, the Company shall issue to the Optionee a net number of Shares equal to (i) the Effective Time number of Shares subject to the Merger; option exercise for which the Constructive Exchange is being exercised, less (ii) the termination number of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment Payment Shares. The Optionee may elect to exercise shall have been removed or shall have become final and not using a Constructive Exchange any number of times in succession, subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of compliance with the Trigger Payment procedures set forth in Section 5 of this Agreement to OPTION HOLDERherein. (d) Notwithstanding Unless the foregoingCompany and Optionee shall make mutually acceptable alternative arrangements, at the OPTION GRANTOR Option may not time of exercise of the Option, Optionee shall pay to the Company any federal, state and local taxes required by law to be exercised if (i) OPTION HOLDER is paid or withheld in material breach connection with such exercise, which payment shall be made in cash or by delivery of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or Optionee's secured promissory note in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn.form attached hereto as Attachment I.

Exercise of Option. (a) The OPTION GRANTOR Subject to the conditions set forth in Section 1.5 hereof, the Option may be exercised by OPTION HOLDERBuyer, in whole or whole, but not in part, at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). date (i) OPTION GRANTOR an Acquisition Proposal or a Superior Acquisition Proposal (as defined in the Merger Agreement) shall notify OPTION HOLDER promptly have received tenders of and paid for in writing excess of 50% of the occurrence of any Trigger Event, it being understood that Fully Diluted Shares (as defined in the giving of such notice by OPTION GRANTOR shall not be Merger Agreement) (a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. "Successful Third-Party Offer") or (ii) a third party has otherwise acquired in excess of 50% of the Fully Diluted Shares. Once Buyer has received notice as set forth herein from any Shareholder that the Option is exercisable, the Option must then be exercised, if at all, within five Business Days. In the event OPTION HOLDER Buyer wishes to exercise the OPTION GRANTOR OptionOption for the Shareholder Shares, OPTION HOLDER Buyer shall deliver to OPTION GRANTOR send a written notice (an the "Exercise Notice") to the Shareholder specifying the total number of OPTION GRANTOR Shares it wishes to purchase. place, the date (iii) Upon not less than one nor more than five Business Days from the giving by OPTION HOLDER to OPTION GRANTOR date of the Exercise Notice (if such date is reasonably practicable for Shareholder performance) and the tender time for the closing of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and such purchase; provided that such date and time may be earlier than one Business Day after the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each Exercise Notice if reasonably practicable. The closing of a purchase of OPTION GRANTOR Shareholder Shares pursuant to this Section 1.2(a) (a the "Closing") shall occur take place at a the place, on a date, the date and at a the time designated by OPTION HOLDER Buyer in an its Exercise Notice delivered Notice, provided that if, at least two business days prior to the date of the ClosingClosing herein provided for, the conditions set forth in Section 1.5 shall not have been satisfied (or waived), Buyer may postpone the Closing until a date within five Business Days after such conditions are satisfied and the term of the Option will be correspondingly extended. (b) Buyer shall not be under any obligation to deliver any Exercise Notice and may allow the Option to terminate without purchasing any Shareholder Shares hereunder; provided however that once Buyer has delivered to the Shareholders an Exercise Notice, subject to the terms and conditions of this Agreement, Buyer shall be bound to effect the purchase as described in such Exercise Notice. (c) The OPTION GRANTOR In the event the Option shall terminate upon is exercised and Buyer or any of its affiliates sells, including by direct disposition, merger or otherwise, the earliest to occur of: (i) the Effective Time Shares so acquired within two years of the Merger; (iidate of such exercise, Buyer shall pay the Shareholders, in respect of each Share acquired thereby, an amount equal to the proceeds received by Buyer or any of its affiliates in respect of such disposition less the Purchase Price. The provisions of this Section 1.2(c) shall be void and of no further force or effect if Buyer acquires 100% of the termination of Company Shares pursuant to the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDERotherwise. (d) Notwithstanding In the foregoingevent the Option is exercised and within two years of the date of exercise of the Option, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of Buyer or any of its representations affiliates acquires (directly or warranties, through a series of transactions) Shares which together with any Shares then owned by Buyer or in material breach of any of its covenants or agreementsaffiliates is in excess of 50% of the Fully Diluted Shares, contained Buyer shall pay each Shareholder an additional sum in this Agreement or respect of each Share acquired by Buyer from the Shareholder equal to the highest tender offer price per share actually paid in the Merger Agreement, or Successful Third-Party Offer less the initial Purchase Price paid to Shareholder at the time the Option was exercised. (iie) a Trigger Payment In the event the Option has been exercised and the consideration per Share to be paid by Buyer pursuant to Section 5 the Offer is increased (the "New Purchase Price"), Buyer shall promptly pay to each Shareholder the product of this Agreement or demand therefor the New Purchase Price multiplied by the number of such Shareholder's Shares as to which the Option has been made and not withdrawnexercised less the initial Purchase Price paid to Shareholder at the time the Option was exercised.

Exercise of Option. (a) The OPTION GRANTOR Option may be exercised by OPTION HOLDERNotice of Exercise: If Purchaser elects to exercise the within option, in whole or in part, Purchaser (at any time or from time to time after during the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(aoption period) shall serve upon Owner written notice of the Merger Agreement (provided that the events exercise thereof by addressing such notice to Owner at his address as specified in Section 10.3(a)(ii)(A) of Exhibit "A" and by depositing such notice, so addressed by certified mail, return receipt requested with postage prepaid, in the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of the occurrence of any Trigger Event, it being understood that the giving United States mail. The deposit of such notice by OPTION GRANTOR in the United States mail as hereinabove specified shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER wishes to exercise the OPTION GRANTOR Optionconstitute service thereof, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR of the Exercise Notice and the tender date of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, such deposit shall be deemed to be the holder date of record service of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDERnotice. (ivb) Each closing of a The purchase of OPTION GRANTOR Shares (a price shall be paid to Owner in accordance with Exhibit "ClosingA.") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option option may be exercised only by notice in writing as aforesaid; no conduct or oral statement by Purchaser or his agents, representatives or employees shall terminate upon the earliest to occur of: (i) the Effective Time constitute an exercise of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDERoption. (d) Notwithstanding Additional Documents: If Purchaser exercises the within option, Owner, without cost to Purchaser (other than the consideration provided for herein or in Exhibit "A") shall execute, acknowledge and deliver to Purchaser, or shall cause the execution, acknowledgment and delivery to Purchaser of, such further instruments as Purchaser may reasonably require in order to confirm unto Purchaser the rights, licenses, privileges and property which are the subject of the within option. If Owner shall fail to execute and deliver or to cause the execution and delivery to Purchaser of any such instruments, Purchaser is hereby irrevocably granted the power coupled with an interest to execute such instruments and to take such other steps and proceedings as may be necessary in connection therewith in the name and on behalf of Owner and as Owner's attorney-in-fact. Owner shall supply all supporting agreements and documentation requested by Purchaser. Without limiting the generality of the foregoing, Owner agrees to execute and deliver to Purchaser concurrently herewith Exhibit "B" (Short Form Option Agreement), which instrument shall become effective immediately and may be recorded by Purchaser with the OPTION GRANTOR Option may not be exercised United States Copyright Office as evidence of the option herein granted to Purchaser, and Owner agrees to cause the publisher or publishers of the Property, if any, and any other person, firm or corporation having or claiming any interest in or to the Property, to execute, acknowledge and deliver to Purchaser promptly upon the execution hereof, quitclaims or assignments in form satisfactory to Purchaser, whereby such publisher or other parties quitclaim to Owner all their right, title and interest (ior acknowledge and agree that they have no such right, title or interest) OPTION HOLDER is in material breach of or to any of its representations or warrantiesthe rights, or in material breach licenses, privileges and property agreed to be granted to Purchaser upon the exercise of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawnoption.

Exercise of Option. (a) The OPTION GRANTOR Option Grantee may be exercised by OPTION HOLDERexercise the Option, in whole or in part, at any time or and from time to time after on or before the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Termination Date following the occurrence of an Exercise Event (as defined in Section 10.3(a) 4(b)). Notwithstanding the occurrence of the Merger Agreement Termination Date, the Grantee shall be entitled to purchase those Option Shares with respect to which it has exercised the Option in accordance with the terms hereof prior to the Termination Date. (provided that the events specified in Section 10.3(a)(ii)(Ab) of the Merger Agreement As used herein, an "Exercise Event" shall be deemed to have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event").occurred if: (i) OPTION GRANTOR either the Grantee or the Company shall notify OPTION HOLDER promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition to have the right of OPTION HOLDER to exercise terminate the OPTION GRANTOR Option.Reorganization Agreement pursuant to Section 8.1(d) thereof and an Acquisition Proposal shall have been previously disclosed, announced, commenced, submitted or made; or (ii) the Grantee shall have the right to terminate the Reorganization Agreement pursuant to Section 8.1(f) thereof. (c) In the event OPTION HOLDER the Grantee wishes to exercise the OPTION GRANTOR OptionOption with respect to any Option Shares, OPTION HOLDER the Grantee shall deliver send to OPTION GRANTOR the Company a written notice (an the date of which being herein referred to as the "Exercise NoticeNotice Date") specifying specifying: (i) the total number of OPTION GRANTOR Option Shares it wishes the Grantee will purchase; (ii) the place at which such Option Shares are to purchase. be purchased; and (iii) Upon the giving by OPTION HOLDER date on which such Option Shares are to OPTION GRANTOR be purchased, which shall not be earlier than two business days nor later than twenty business days after the Notice Date. The closing of the Exercise Notice and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR such Option Shares (a the "Closing") shall occur take place at a place, the place specified in such written notice and on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of specified in such written notice (the Closing. "Closing Date"); PROVIDED, HOWEVER, that: (cA) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of if such 180 day period, the OPTION GRANTOR Option purchase cannot be exercised consummated by reason of any applicable judgmentlaw, decreeregulation, order, law judgment, decree or regulationother legal impediment, ten business the Closing Date may be extended by the Grantee to a date not more than 30 days after the date on which such impediment is removed; and (B) if prior notification to exercise or approval of any governmental authority is required (or if any waiting period must expire or be terminated) in connection with such purchase, the Company shall have promptly cause to be filed the required notice or application for approval and shall expeditiously process the same (and the Company shall cooperate with the Grantee in the filing of any such notice or application required to be filed by the Grantee and the obtaining of any such approval required to be obtained by the Grantee), and the Closing Date may be extended by the Grantee to a date not more than 30 days after the date on which any required notification has been removed made, approval has been obtained or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDERwaiting period has expired or been terminated. (d) Notwithstanding Sections 3 and 4(c), in no event shall any Closing Date be more than 12 months after the foregoingrelated Notice Date, and, if the Closing Date shall not have occurred within 12 months after the related Notice Date, the OPTION GRANTOR exercise of the Option may not effected on the Notice Date shall be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant deemed to Section 5 of this Agreement or demand therefor has been made and not withdrawnhave expired.

Exercise of Option. (a) The OPTION GRANTOR SIGCORP Option may be exercised by OPTION HOLDERIndiana, in whole or in part, at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER Indiana under circumstances which could entitle OPTION HOLDER Indiana to a termination fee fees under either Section 10.3(a9.3(a) of the Merger Agreement (or Section 9.3(b) of the Merger Agreement, provided that the events specified in Section 10.3(a)(ii)(A9.3(b)(ii) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement occurred (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a SIGCORP Target Party or a closing by which a SIGCORP Target Party becomes a Subsidiarysubsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER Indiana being referred to herein as a "Trigger Event"). (i) OPTION GRANTOR " SIGCORP shall notify OPTION HOLDER Indiana promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR SIGCORP shall not be a condition to the right of OPTION HOLDER Indiana to exercise the OPTION GRANTOR SIGCORP Option. (ii) . In the event OPTION HOLDER Indiana wishes to exercise the OPTION GRANTOR SIGCORP Option, OPTION HOLDER Indiana shall deliver to OPTION GRANTOR SIGCORP a written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR SIGCORP Shares it wishes to purchase. (iii) Upon . If at the giving by OPTION HOLDER time of issuance of any SIGCORP Shares pursuant to OPTION GRANTOR an exercise of all or part of the Exercise Notice and the tender of the applicable aggregate Exercise PriceSIGCORP Option hereunder, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares SIGCORP shall not have redeemed the SIGCORP Rights, or shall have issued any similar securities, then be actually delivered each SIGCORP Share issued pursuant to OPTION HOLDER. (iv) such exercise shall also represent SIGCORP Rights or new rights with terms substantially the same as and at least as favorable to Indiana as are provided under the SIGCORP Rights Agreement or any similar agreement then in effect. Each closing of a purchase of OPTION GRANTOR SIGCORP Shares (a "Closing") shall occur at a place, on a date, date and at a time designated by OPTION HOLDER Indiana in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) . The OPTION GRANTOR SIGCORP Option shall terminate upon the earliest to occur earlier of: : (i) the Effective Time of the Merger; Time; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, 9.1 thereof (other than under circumstances which also constitute upon or during the continuance of a Trigger Event under this Agreement; Event); or (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, period the OPTION GRANTOR SIGCORP Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR the third anniversary of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. (d) date hereof). Notwithstanding the foregoing, the OPTION GRANTOR SIGCORP Option may not be exercised if (i) OPTION HOLDER Indiana is in material breach of any of its material representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement. Upon the giving by Indiana to SIGCORP of the Exercise Notice and the tender of the applicable aggregate Exercise Price, Indiana shall be deemed to be the holder of record of the SIGCORP Shares issuable upon such exercise, notwithstanding that the stock transfer books of SIGCORP shall then be closed or (ii) a Trigger Payment has been paid pursuant that certificates representing such SIGCORP Shares shall not then be actually delivered to Section 5 of this Agreement or demand therefor has been made and not withdrawnIndiana.

Exercise of Option. (a) The OPTION GRANTOR Option Grantor option may be exercised by OPTION HOLDERAcquiror, in whole or in part, at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER is terminated and a termination fee is payable under circumstances which could would entitle OPTION HOLDER Acquiror to a the termination fee under Section 10.3(a9.2(b)(i) or 9.2(b)(ii) of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (ii) Agreement. In the event OPTION HOLDER Acquiror wishes to exercise the OPTION GRANTOR Grantor Option, OPTION HOLDER Acquiror shall deliver to OPTION GRANTOR Grantor a written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Grantor Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR of the Exercise Notice and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) . Each closing of a purchase of OPTION GRANTOR Grantor Shares (a "Closing") shall occur at a place, on a date, date and at a time designated by OPTION HOLDER Acquiror in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) . The OPTION GRANTOR Grantor Option shall terminate upon the earliest to occur earlier of: : (i) the Effective Time of the Merger; Time; or (ii) two years following the first event that triggers the obligation of Grantor to pay the termination fee under Section 9.2(b)(i) or 9.2(b)(ii) of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, two year period the OPTION GRANTOR Grantor Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten 10 business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. (d) . Notwithstanding the foregoing, the OPTION GRANTOR Grantor Option may not be exercised if (i) OPTION HOLDER Acquiror is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement. Upon the giving by Acquiror to Grantor of the Exercise Notice and the tender of the applicable aggregate Exercise Price, Acquiror shall be deemed to be the holder of record of the Grantor Shares issuable upon such exercise, notwithstanding that the stock transfer books of Grantor shall then be closed or (ii) a Trigger Payment has been paid pursuant that certificates representing such Grantor Shares shall not then be actually delivered to Section 5 of this Agreement or demand therefor has been made and not withdrawnAcquiror.

Exercise of Option. (a) The OPTION GRANTOR Subject to the satisfaction or waiver of the conditions set forth in Section 9 of this Option Agreement, prior to the termination of this Option Agreement in accordance with its terms, 3Dfx or its designee (which shall be a wholly-owned subsidiary of 3Dfx) may be exercised by OPTION HOLDERexercise the Option, in whole or in part, at any time or from time to time on or after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER public disclosure of, or 3Dfx shall have learned of, the earliest event to a termination fee under Section 10.3(a) occur of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event").following: (i) OPTION GRANTOR any person or group other than 3Dfx or its affiliates shall notify OPTION HOLDER promptly in writing have acquired or become the beneficial owners (within the meaning of Section 13(d)(3) of the occurrence Exchange Act) of more than 20% of the outstanding shares of STB Common Stock, or shall have been granted any Trigger Eventoption or right, conditional or otherwise, to acquire more than 20% of the outstanding shares of STB Common Stock (provided that in the event that such option or right expires unexercised, then to the extent the Option has not already been exercised, it being understood that the giving of such notice by OPTION GRANTOR shall not no longer be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option.exercisable except as otherwise provided in this Option Agreement); (ii) any person other than 3Dfx and its affiliates shall have made a tender offer or exchange offer (or entered into an agreement to make such a tender offer or exchange offer) for at least 20% of the then outstanding shares of STB Common Stock (provided that in the event that such tender offer or exchange offer or other proposal is withdrawn or terminates prior to consummation of such offer or proposal, then to the extent the Option has not already been exercised, it shall no longer be exercisable except as otherwise provided in this Section 2(a)); or (iii) STB shall have entered into a written definitive agreement or written agreement in principle in connection with a liquidation, dissolution, recapitalization, merger, consolidation or acquisition or purchase of all or a material portion of the assets of STB and its subsidiaries, taken as a whole or all or a material portion of the equity interest in STB and its subsidiaries, taken as a whole, or other similar transaction or business combination. (b) In the event OPTION HOLDER 3Dfx wishes to exercise the OPTION GRANTOR OptionOption at such time as the Option is exercisable, OPTION HOLDER 3Dfx shall deliver to OPTION GRANTOR written notice (an the "Exercise Notice") to STB specifying its intention to exercise the Option, the total number of OPTION GRANTOR Option Shares it wishes to purchase. (iii) Upon purchase and a date and time for the giving by OPTION HOLDER to OPTION GRANTOR of the Exercise Notice and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a such purchase of OPTION GRANTOR Shares (a "Closing") not later than thirty (30) business days from the later of (i) the date such Exercise Notice is given and (ii) the expiration or termination of any applicable waiting period under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"). If prior to the Expiration Date (as defined in Section 11 below) any person or group (other than 3Dfx or its affiliates) shall occur at have made a placebona fide proposal that becomes publicly disclosed, on with respect to a datetender offer or exchange offer for 50% or more of the then outstanding shares of STB Common Stock (a "Share Proposal"), a merger, consolidation or other business combination (a "Merger Proposal") or any acquisition of a material portion of the assets of STB (an "Asset Proposal"), or shall have acquired 50% or more of the then outstanding shares of STB Common Stock (a "Share Acquisition"), and this Option is then exercisable then 3Dfx, in lieu of exercising the Option, shall have the right at any time thereafter (for so long as the Option is exercisable under Section 2(a)) to request in writing that STB pay, and promptly (but in any event not more than five (5) business days) after the giving by 3Dfx of such request, STB shall, subject to Section 2(c) below, pay to 3Dfx, in cancellation of the Option, an amount in cash (the "Cancellation Amount") equal to (i) the excess over the Option Price of the greater of (A) the last sale price of a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days share of STB Common Stock as reported on the Nasdaq Stock Market on the last trading day prior to the date of the ClosingExercise Notice, or (B)(1) the highest price per share of STB Common Stock offered to be paid or paid by any such person or group pursuant to or in connection with a Share Proposal, a Share Acquisition or a Merger Proposal or (2) the aggregate consideration offered to be paid or paid in any transaction or proposed transaction in connection with an Asset Proposal, divided by the number of shares of STB Common Stock then outstanding, multiplied by (ii) the number of Option Shares then covered by the Option. If all or a portion of the price per share of STB Common Stock offered paid or payable or the aggregate consideration offered paid or payable for the assets of STB, each as contemplated by the preceding sentence, consists of noncash consideration, such price or aggregate consideration shall be the cash consideration, if any, plus the fair market value of the non-cash consideration as determined by the investment bankers of STB and the investment bankers of 3Dfx. (c) The OPTION GRANTOR Following exercise of the Option shall terminate upon by 3Dfx, in the earliest to occur of: event that 3Dfx sells, pledges or otherwise disposes (including, without limitation, by merger or exchange) any of the Option Shares (a "Sale") then (i) any Breakup Fee due and payable by STB following such time shall be offset by the Effective Time amount received (whether in cash, loan proceeds, securities or otherwise) by 3Dfx in such Sale less the exercise price of such Option Shares sold in the Merger; Sale (the "Offset Amount"), and (ii) if STB has paid to 3Dfx the termination Breakup Fee prior to the Sale, then 3Dfx shall immediately remit to STB the Offset Amount. Further, notwithstanding Section 2(b) above, in the event that 3Dfx receives the Cancellation Amount in lieu of exercising the Option, then (A) any Breakup Fee due and payable by STB following such time shall be reduced by the Cancellation Amount (the "Cancellation Offset Amount"), and (B) if STB has paid to 3Dfx the Breakup Fee prior to 3Dfx's receipt of such Cancellation Amount, then 3Dfx shall only be entitled to receive that portion of the Merger Agreement pursuant to Section 10.1 thereofCancellation Offset Amount that exceeds the Breakup Fee. Notwithstanding the above, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later shall the Offset Amount or the Cancellation Offset Amount be greater than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDERBreakup Fee. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn.

Exercise of Option. (a) The OPTION GRANTOR Option may shall be exercised by OPTION HOLDER, Tenant only in whole or in part, at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). following manner: (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing an Event of Default must not exist on the delivery date of the occurrence of any Trigger Event, it being understood that the giving of such Interest Notice and Tenant’s Acceptance; (ii) Tenant shall deliver written notice by OPTION GRANTOR shall (“Interest Notice”) to Landlord not be a condition more than twelve (12) months nor less than nine (9) months prior to the right expiration of OPTION HOLDER the Term, stating that Tenant is interested in exercising the Option; (iii) within fifteen (15) business days of Landlord’s receipt of Tenant’s written notice, Landlord shall deliver notice (“Option Rent Notice”) to Tenant setting forth the Option Rent; and (iv) if Tenant desires to exercise such Option, Tenant shall provide Landlord written notice within fifteen (15) business days after receipt of the Option Rent Notice (“Tenant’s Acceptance”) and upon, and concurrent with such exercise, Tenant may, at its option, object to the Option Rent contained in the Option Rent Notice. Tenant’s failure to deliver the Interest Notice or Tenant’s Acceptance on or before the dates specified above shall be deemed to constitute Tenant’s election not to exercise the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER wishes to exercise the OPTION GRANTOR . If Tenant timely and properly exercises its Option, OPTION HOLDER the Term shall deliver to OPTION GRANTOR written notice (an "Exercise Notice") specifying be extended for the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR Option Term upon all of the Exercise terms and conditions set forth in this Lease, except that the rent for the Option Term shall be as indicated in the Option Rent Notice unless Tenant, concurrently with Tenant’s Acceptance, objects to the Option Rent contained in the Option Rent Notice, in which case the parties shall follow the procedure and the tender of the applicable aggregate Exercise PriceOption Rent shall be determined, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder as set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER31(d) below. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn.

Exercise of Option. (a) The OPTION GRANTOR Option may option contained in this Section 2.2 shall be exercised by OPTION HOLDERTenant, if at all, only in whole or the manner set forth in part, at any time or from time this Section 2.2.3. Tenant shall deliver notice (the “Intent Notice”) to time after Landlord not more than fifteen (15) months nor less than ten (10) months prior to the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) expiration of the Merger Agreement initial Lease Term or the first (provided 1st) Option Term (as the case may be), stating that the events specified in Section 10.3(a)(ii)(A) Tenant intends to exercise its option. Concurrently with such Intent Notice, Tenant shall deliver to Landlord Tenant’s calculation of the Merger Agreement Market Rent (the “Tenant’s Option Rent Calculation”). Landlord shall have occurred, although deliver notice (the events specified in Section 10.3(a)(ii)(B“Landlord Response Notice”) thereof need not have occurredto Tenant on or before the date which is thirty (30) days after Landlord’s receipt of the Intent Notice and Tenant’s Option Rent Calculation (the “Landlord Response Date”), stating that (A) Landlord is accepting Tenant’s Option Rent Calculation as the Market Rent, or Section 10.3(b(B) rejecting Tenant’s Option Rent Calculation and setting forth Landlord’s calculation of the Merger Agreement Market Rent (regardless the “Landlord’s Option Rent Calculation”). Within ten (10) business days of whether its receipt of the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a SubsidiaryLandlord Response Notice, Tenant shall deliver written notice to Landlord (the “Exercise Notice”), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred shall set forth Tenant’s election to herein as a "Trigger Event"). either (i) OPTION GRANTOR rescind its Intent Notice, in which event the Lease Term shall notify OPTION HOLDER promptly in writing of expire as then-currently scheduled, and the occurrence of any Trigger EventOption shall terminate, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (ii) In affirm the event OPTION HOLDER wishes to exercise Intent Notice and accept the OPTION GRANTOR OptionMarket Rent contained in the Landlord’s Option Rent Calculation, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase. or (iii) Upon affirm the giving by OPTION HOLDER to OPTION GRANTOR of Intent Notice but rejects the Exercise Notice and Market Rent contained in the tender of Landlord’s Option Rent Calculation, in which event the applicable aggregate Exercise Price, OPTION HOLDER, to parties shall follow the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder procedure set forth in Section 3 have been satisfied or waived2.2.4 below, and the Market Rent shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment determined as set forth in Section 5 2.2.4. Tenant’s failure to timely deliver the Exercise Notice shall be conclusively deemed to constitute Tenant’s rescission of this Agreement its Intent Notice pursuant to OPTION HOLDER. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if alternative (i) OPTION HOLDER is in material breach of any of its representations or warranties), or in material breach of any of its covenants or agreements, contained in this Agreement or in from the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawnimmediately preceding sentence.

Exercise of Option. (a) 3.01 The OPTION GRANTOR Director may exercise the Option may be exercised by OPTION HOLDER, in whole or in part, at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER with respect to a termination fee under Section 10.3(a) all or part of the Merger Optioned Shares or Optioned Shares remaining unpurchased. 3.02 The Option will be exercised by the Director or his legal personal representative by delivering to the principal business office of the Company in Vancouver, British Columbia or such other place as is designated by the Company from time to time: (a) a notice stating the number of Optioned Shares being purchased; and (b) a certified check or bank draft in favor of the Company drawn in United States dollars for the product of the number of Optioned Shares being purchased and the Exercise Price. 3.03 On exercise of Option, the Company will forthwith cause its transfer agent to deliver to any of the Director, his legal representative or such other person as the Director may otherwise direct in the notice of exercise of the Option a certificate or certificates in the name of any of the Director, his legal representative or such other person as the Director may otherwise direct in the notice of exercise of the Option representing such number of Shares for which payment has been made. 3.04 Nothing in this Agreement obligates or will obligate the Director to purchase or pay for any Optioned Shares except those Optioned Shares in respect of which the Director has exercised the Option in the manner prescribed. 3.05 If the Optioned Shares have not been registered under the Securities Act, the certificate or certificates representing the Optioned Shares, will be endorsed with a legend as follows: THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (provided THE "ACT"), THE DELAWARE STATE SECURITIES ACT OR ANY OTHER APPLICABLE SECURITES ACT AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND SUCH STATE SECURITIES LAWS, OR (2) AT THE OPTION OF THE COMPANY, UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL FOR THE TRANSFEROR, REASONABLY SATISFACTORY TO COUNSEL FOR THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED. 3.06 The Director acknowledges that the events specified Option and the Optioned Shares, if any, are issued pursuant to the exemption from the registration requirements contained in Section 10.3(a)(ii)(A) Regulation D of Rule 504 of the Merger Agreement shall have occurred, although Securities Act and exemption from the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) prospectus and registration requirements of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event").B.C. Act and that: (ia) OPTION GRANTOR shall notify OPTION HOLDER promptly the Shares and the Optioned Shares have not been registered under the Securities Act or any state or provincial securities laws, and are being offered in writing of reliance on certain exemptions contained in the occurrence of any Trigger EventSecurities Act and such state or provincial securities laws; (b) if the Optioned Shares have not been registered under the Securities Act, it being understood that the giving of such notice by OPTION GRANTOR shall Optioned Shares will not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR of the Exercise Notice and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied sold or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur oftransferred except pursuant to: (i) an effective registration statement under the Effective Time of the MergerSecurities Act and any applicable state securities laws; (ii) Rule 144 promulgated under the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998)Securities Act; and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn.or

Exercise of Option. (a) The OPTION GRANTOR On or after the vesting of any portion of this Option in accordance with Section 2 above, and until termination of this Option in accordance with Section 3 above, the portion of this Option which has vested may be exercised by OPTION HOLDER, in whole or in partpart by the Optionee (or, after Optionee's death, by the successor designated in Section 5 below) upon delivery of the following to the Company at any time its principal executive offices: a. a written notice of exercise which identifies this Agreement and states the number of Shares then being purchased (but no fractional Shares may be purchased); b. a check or cash in the amount of the Exercise Price (or payment of the Exercise Price in such other form of lawful consideration as the Administrator may approve from time to time after (a) cash; (b) check; (c) the Merger Agreement becomes terminable surrender of shares of Common Stock owned by OPTION HOLDER under circumstances the Optionee that have been held by the Optionee for at least six (6) months, which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) surrendered shares shall be valued at Fair Market Value as of the Merger Agreement date of such exercise; (d) the Optionee's promissory note in a form and on terms acceptable to the Administrator; (e) the cancellation of indebtedness of the Company to the Optionee; (f) the waiver of compensation due or accrued to the Optionee for services rendered; (g) provided that a public market for the events specified in Section 10.3(a)(ii)(A) Common Stock exists, a "same day sale" commitment from the Optionee and an NASD Dealer whereby the Optionee irrevocably elects to exercise the Option and to sell a portion of the Merger Agreement shall have occurredshares so purchased to pay for the Exercise Price and whereby the NASD Dealer irrevocably commits upon receipt of such shares to forward the Exercise Price directly to the Company; (h) provided that a public market for the Common Stock exists, although a "margin" commitment from the events specified Optionee and an NASD Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the shares so purchased to the NASD Dealer in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) a margin account as security for a loan from the NASD Dealer in the amount of the Merger Agreement (regardless Exercise Price, and whereby the NASD Dealer irrevocably commits upon receipt of whether such shares to forward the Merger Agreement is actually terminated Exercise Price directly to the Company; or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing any combination of the occurrence foregoing methods of payment or any Trigger Event, it being understood that the giving other consideration or method of such notice by OPTION GRANTOR payment as shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR of the Exercise Notice and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDERapplicable corporate law. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn.

Exercise of Option. (a) The OPTION GRANTOR Option may option contained in this Section 2.2 shall be exercised by OPTION HOLDERTenant, if at all, only in whole or the manner set forth in part, at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under this Section 10.3(a) of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER 2.2. Tenant shall deliver to OPTION GRANTOR written notice (an the "Exercise Notice") specifying to Landlord not more than eighteen (18) months nor less than fifteen (15) months prior to the total number expiration of OPTION GRANTOR Shares it wishes the initial Lease Term, stating that Tenant is exercising its option. Concurrently with such Exercise Notice, Tenant shall deliver to purchase. Landlord Tenant's calculation of the Option Rent (iiithe "Tenant's Option Rent Calculation"). Landlord shall deliver notice (the "Landlord Response Notice") Upon to Tenant on or before the giving by OPTION HOLDER to OPTION GRANTOR date which is thirty (30) days after Landlord's receipt of the Exercise Notice and Tenant's Option Rent Calculation, stating that (A) Landlord is accepting Tenant's Option Rent Calculation as the tender Option Rent, or (B) rejecting Tenant's Option Rent Calculation and setting forth Landlord's calculation of the applicable aggregate Exercise PriceMarket Rent (the "Landlord's Option Rent Calculation"). Within ten (10) business days of its receipt of the Landlord Response Notice, OPTION HOLDERTenant may, to at its option, accept the extent permitted by law and OPTION GRANTORMarket Rent contained in the Landlord's organizational documentsOption Rent Calculation. If Tenant does not affirmatively accept or Tenant rejects the Option Rent specified in the Landlord's Option Rent Calculation, and provided that the conditions to OPTION GRANTOR's obligation to issue parties shall follow the OPTION GRANTOR Shares to OPTION HOLDER hereunder procedure set forth in Section 3 have been satisfied or waived2.2.5 below, and the Option Rent shall be deemed to be determined in accordance with the holder terms of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. (d) 2.2.5 below. Notwithstanding the foregoing, Tenant shall be permitted to submit a non-binding notice of interest (the OPTION GRANTOR "Interest Notice") to Landlord not less than eighteen (18) months prior to the expiration of the then Lease Term, and following Landlord's receipt of such Interest Notice, Landlord shall deliver to Tenant not less than sixteen (16) months prior to the expiration of the then Lease Term, Landlord's non-binding estimate of the Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawnRent.

Exercise of Option. (a) The OPTION GRANTOR Option Parent may be exercised by OPTION HOLDERexercise the ------------------ Option, in whole or in part, at any time or from time to time during the period (the "Option Period") from and including the date hereof through and including the earlier of (i) the date that is 120 days after the purchase of shares of common stock of the Company pursuant to the Offer, or (ii) the date that is 120 days after the date on which the Merger Agreement becomes terminable is terminated pursuant to Section 8.1 thereof, provided, -------- however, that the Option shall terminate (x) with respect to any Subject Shares ------- that are tendered pursuant to the Offer and purchased by OPTION HOLDER under circumstances which could entitle OPTION HOLDER Purchaser thereunder, (y) if the Merger Agreement is terminated pursuant to a Section 8.1(d)(iv) thereof and at the time of such termination fee under Company is not in breach of the Merger Agreement, and (z) if the Merger Agreement is terminated solely because the condition contained in Section 10.3(a7.1(d) of the Merger Agreement (provided that is incapable of being fulfilled. Notwithstanding anything in this Agreement to the events specified contrary, Parent shall be entitled to purchase all Subject Shares in Section 10.3(a)(ii)(A) respect of which it shall have exercised the Option in accordance with the terms hereof prior to the expiration of the Merger Agreement shall have occurredOption Period, although and the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) expiration of the Merger Agreement (regardless Option Period shall not affect any rights hereunder which by their terms do not terminate or expire prior to or as of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event")expiration. (ib) OPTION GRANTOR Parent shall notify OPTION HOLDER promptly in writing not demand appraisal rights under Section 262 of the occurrence DGCL in respect of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR OptionSubject Shares. (iic) In the event OPTION HOLDER If Parent wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER it shall deliver to OPTION GRANTOR Stockholder a written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR of the Exercise Notice and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: effect which specifies (i) the Effective Time number of the Merger; Subject Shares to be purchased from Stockholder and (ii) a date (an "Option Closing Date") not earlier than three business days after the termination date such Exercise Notice is delivered for the consummation of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration purchase and sale of such 180 day periodSubject Shares (an "Option Closing"). If and to the extent necessary to deliver the number of Shares to be purchased pursuant hereto, Stockholder shall exercise vested stock options promptly upon receipt of an Exercise Notice. If the OPTION GRANTOR Option Closing cannot be exercised effected on the Option Closing Date specified in the Exercise Notice by reason of a preliminary or final injunction or any other applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise or because any applicable waiting period under the HSR Act shall not have expired or been removed or shall have become final and not subject to appealterminated, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach Stockholder shall promptly take all such actions as may be reasonably requested by Parent, and shall otherwise fully cooperate with Parent, to cause the elimination of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in all such impediments to the Merger Agreement, or Option Closing and (ii) a Trigger Payment has been paid pursuant the Option Closing Date specified in the Exercise Notice shall be extended to Section 5 the fifth business day following the elimination of this Agreement or demand therefor has been made all such impediments. The place of the Option Closing shall be at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Four Embarcadero Center, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, and not withdrawnthe time of the Option Closing shall be 10:00 a.m. (New York Time) on the Option Closing Date.

Exercise of Option. (a) The OPTION GRANTOR Option Grantee may be exercised by OPTION HOLDERexercise the Option, in whole or but not in part, at any time or from time to one time after the occurrence of any event as a result of which Grantee is entitled to receive the Termination Fee pursuant to the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER (a "Purchase Event"); provided, however, that except as provided in the last sentence of this Section 2(a), the Option shall terminate and be of no further force and effect upon the earliest to occur of (A) the Effective Time, (B) 18 months after the first occurrence of a Purchase Event, and (C) termination fee under Section 10.3(a) of the Merger Agreement in accordance with its terms prior to the occurrence of a Purchase Event, unless Grantee has the right to receive a Termination Fee following such termination upon the occurrence of certain events, in which case the Option shall not terminate until the later of (provided that x) six 2 months following the events specified in Section 10.3(a)(ii)(Atime such Termination Fee becomes payable and (y) the expiration of the Merger Agreement shall have occurred, although period in which Grantee has such right to receive a Termination Fee. Notwithstanding the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) termination of the Merger Agreement (regardless Option, Grantee shall be entitled to purchase the Option Shares if it has exercised the Option in accordance with the terms hereof prior to the termination of whether the Merger Agreement is actually terminated Option, and the termination of the Option will not affect any rights hereunder which by their terms do not terminate or whether there occurs a closing expire prior to or as of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event")termination. (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (iib) In the event OPTION HOLDER that Grantee wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER shall deliver it will send to OPTION GRANTOR Issuer a written notice (an "Exercise Notice"; the date of which being herein referred to as the "Notice Date") specifying to that effect, which Exercise Notice shall specify the total number of OPTION GRANTOR Shares it Option Shares, if any, Grantee wishes to purchase. (iii) Upon purchase pursuant to this Section 2(b), the giving by OPTION HOLDER to OPTION GRANTOR denominations of the Exercise certificate or certificates evidencing the Option Shares which Grantee wishes to purchase pursuant to this Section 2(b) and a date not earlier than three business days nor later than 20 business days from the Notice and Date for the tender closing of such purchase (an "Option Closing Date"); provided, however, that (i) if a closing of the applicable aggregate Exercise Price, OPTION HOLDER, purchase and sale pursuant to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. Option (iv) Each closing of a purchase of OPTION GRANTOR Shares (a an "Option Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised consummated by reason of any applicable judgment, decree, order, law or regulation, ten business days after the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which such impediment restriction on consummation related to exercise shall have such Option Closing has expired or been removed or shall have become final terminated and not subject to appeal, but in no event under this clause (iiiii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. (d) Notwithstanding without limiting the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach prior notification to or approval of any of its representations regulatory authority is required in connection with any such purchase, Grantee and Issuer shall promptly file the required notice or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or application for approval and shall cooperate in the Merger Agreementexpeditious filing of such notice or application, and the period of time that otherwise would run pursuant to this sentence with respect to any Option Closing, shall run instead from the date on which, as the case may be, (A) any required notification period has expired or been terminated or (iiB) a Trigger Payment any required approval has been paid pursuant obtained, and in either event, any requisite waiting period has expired or been terminated. Any Option Closing will be at an agreed location and time in New York, New York on the applicable Option Closing Date or at such later date as may be necessary so as to Section 5 comply with the provisions of this Agreement or demand therefor has been made and not withdrawnSection 2(b).

Exercise of Option. The option contained in this Section 2.2 shall be exercised by Tenant, if at all, and only in the following manner: (i) Tenant shall deliver written notice (the “Option Interest Notice”) to Landlord not more than fifteen (15) months nor less than fourteen (14) months prior to the expiration of the initial Lease Term, stating that Tenant is interested in exercising its option; (ii) Landlord shall, within thirty (30) days following Landlord’s receipt of the Option Interest Notice, deliver notice (the “Option Rent Notice”) to Tenant setting forth Landlord’s determination of the Option Rent; and (iii) not less than twelve (12) months prior to the expiration of the initial Lease Term (assuming Landlord timely delivered the Option Rent Notice to Tenant) Tenant shall either (a) The OPTION GRANTOR deliver written notice thereof to Landlord electing to exercise such option (the “Option may be exercised by OPTION HOLDERExercise Notice”), in whole or in partand upon, and concurrent with, such delivery of the Option Exercise Notice, Tenant may, at any time its option, accept or from time reject the Option Rent set forth in the Option Rent Notice or (b) deliver written notice thereof to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER Landlord electing to a termination fee under Section 10.3(a) rescind delivery of the Merger Agreement (provided Option Interest Notice; provided, however, that the events specified in Section 10.3(a)(ii)(A) if Tenant fails to rescind delivery of the Merger Agreement Option Interest Notice, such failure shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need be deemed Tenant’s election not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (ii) In option to renew. If Tenant delivers the event OPTION HOLDER wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (an "Option Exercise Notice") specifying , but fails to accept or reject the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR of the Exercise Notice and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder Option Rent set forth in Section 3 have been satisfied or waivedthe Option Rent Notice, then Tenant shall be deemed to be have accepted the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment Rent set forth in Section 5 of this Agreement to OPTION HOLDERthe Option Rent Notice. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn.

Exercise of Option. (a) The OPTION GRANTOR Option may option contained in this Section 4 shall be exercised by OPTION HOLDERTenant, if at all, only in whole or in part, at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). following manner: (i) OPTION GRANTOR Tenant shall notify OPTION HOLDER promptly in writing deliver written notice ("Interest Notice") to Landlord no sooner than nine (9) months and no later than six (6) months prior to the expiration of the occurrence of any Trigger Eventthen current Lease Term, it being understood stating that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. Tenant is interested in exercising its option; (ii) In Landlord, within thirty (30) days after receipt of the event OPTION HOLDER Interest Notice, shall deliver notice (the "Rent Notice") to Tenant setting forth Landlord's determination of the Base Rent; and (iii) if Tenant wishes to exercise such option, Tenant shall, within the OPTION GRANTOR Optionlater to occur of thirty (30) days after Tenant's receipt of the Rent Notice or five (5) months prior to the expiration of the then current Lease Term, OPTION HOLDER shall deliver to OPTION GRANTOR exercise the option by delivering written notice thereof (an the "Exercise Option Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR of the Exercise Notice Landlord and the tender of the applicable aggregate Exercise Priceupon, OPTION HOLDERand concurrent with, such exercise, Tenant may, at its option, object to the extent permitted Base Rent determined by law and OPTION GRANTOR's organizational documentsLandlord. If Tenant exercises the option to extend but objects to the Base Rent contained in the Rent Notice, and provided that then the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder Base Rent shall be determined as set forth in Section 3 have been satisfied 4.4 below. Failure of Tenant to deliver the Interest Notice to Landlord on or waived, before the date specified in (i) above or to deliver the Option Notice to Landlord on or before the date specified in (iii) above shall be deemed to constitute Tenant's failure to exercise its option to extend. If Tenant timely and properly exercises its option to extend, the Lease Term shall, subject to Section 4.4 below, be extended for the holder of record Option Term upon all of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, terms and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment conditions set forth in Section 5 of this Agreement to OPTION HOLDER. (d) Notwithstanding Lease, except that the foregoing, the OPTION GRANTOR Option may not Base Rent shall be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or as indicated in the Merger AgreementRent Notice or as determined in accordance with Section 4.4, or (ii) a Trigger Payment has been paid pursuant as applicable, and all references herein to Section 5 of this Agreement or demand therefor has been made and not withdrawnthe Lease Term shall include the Option Term.

Exercise of Option. (a) 4.01 The OPTION GRANTOR Consultant may exercise the Option may be exercised by OPTION HOLDER, in whole or in part, at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER with respect to a termination fee under Section 10.3(a) all or part of the Merger Optioned Shares or Optioned Shares remaining unpurchased. 4.02 The Option will be exercised by the Consultant or her legal personal representative by delivering to the principal business office of the Company in Vancouver, British Columbia or such other place as is designated by the Company from time to time: (a) a notice stating the number of Optioned Shares being purchased; and (b) a certified check or bank draft in favor of the Company drawn in United States dollars for the product of the number of Optioned Shares being purchased and the Exercise Price. 4.03 On exercise of Option, the Company will forthwith cause its transfer agent to deliver to any of the Consultant, his legal representative or such other person as the Consultant may otherwise direct in the notice of exercise of the Option a certificate or certificates in the name of any of the Consultant, his legal representative or such other person as the Consultant may otherwise direct in the notice of exercise of the Option representing such number of Optioned Shares for which payment has been made. 4.04 Nothing in this Agreement obligates or will obligate the Consultant to purchase or pay for any Optioned Shares except those Shares in respect of which the Consultant has exercised the Option in the manner prescribed. 4.05 If the Optioned Shares have not been registered under the Securities Act, the certificate or certificates representing the Optioned Shares, will be endorsed with a legend as follows: THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (provided THE "ACT"), THE DELAWARE STATE SECURITIES ACT OR ANY OTHER APPLICABLE SECURITES ACT AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND SUCH STATE SECURITIES LAWS, OR (2) AT THE OPTION OF THE COMPANY, UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL FOR THE TRANSFEROR, REASONABLY SATISFACTORY TO COUNSEL FOR THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED. 4.06 The Consultant acknowledges that the events specified Option and the Optioned Shares, if any, are issued pursuant to the exemption from the registration requirements contained in Section 10.3(a)(ii)(A) Regulation D of Rule 504 of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event").Securities Act and that: (ia) OPTION GRANTOR shall notify OPTION HOLDER promptly the Shares and the Optioned Shares have not been registered under the Securities Act or any state or provincial securities laws, and are being offered in writing of reliance on certain exemptions contained in the occurrence of any Trigger EventSecurities Act and such state or provincial securities laws; (b) if the Optioned Shares have not been registered under the Securities Act, it being understood that the giving of such notice by OPTION GRANTOR shall Optioned Shares will not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR of the Exercise Notice and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied sold or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur oftransferred except pursuant to: (i) an effective registration statement under the Effective Time of the MergerSecurities Act and any applicable state securities laws; (ii) Rule 144 promulgated under the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998)Securities Act; and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn.or

Exercise of Option. (a) The OPTION GRANTOR Option may be exercised by OPTION HOLDER, in whole or in part, at any time or from time Optionee during the Option Period by delivery to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) Optioner of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). (i) OPTION GRANTOR shall notify OPTION HOLDER promptly a written notice, substantially in writing of the occurrence of any Trigger Eventform attached hereto as Exhibit A (the “Exercise Notice”), it being understood indicating that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER (A) Optionee is electing to exercise the OPTION GRANTOR Option. Option to acquire Option Shares, (B) the number of Option Shares it is then electing to purchase and the aggregate Option Price payable for such number of Option Shares (the “Exercise Price”) and (C) the custodian bank, broker, dealer or other nominee of Optionee and the applicable account number where the Option Shares then being purchased are to be transferred, and (ii) In the event OPTION HOLDER wishes Exercise Price in immediately available funds. Optioner shall immediately notify the Company’s transfer agent or Optioner’s custodian bank, broker, dealer or other nominee holding the Option Shares on behalf of the Optioner, as the case may be (the “Transferring Party”), of the exercise of the Option and instruct the Transferring Party to exercise immediately transfer the OPTION GRANTOR Optionnumber of Option Shares elected by Optionee to the custodian bank, OPTION HOLDER shall deliver broker, dealer or other nominee of Optionee as communicated to OPTION GRANTOR written notice (an "Optioner by Optionee in the Exercise Notice". Optionee shall provide Optioner and the Transferring Party with any other reference information reasonably requested by the Transferring Party to effectuate the exercise of the Option. Optionee shall cause the Transferring Party to notify the Company of the aforesaid transfer as necessary in order to afford the Optionee with all rights afforded to the Option Shares so purchased, including, but not limited to, rights to stock dividends on, and rights to vote, such Option Shares. The Optioner agrees to use its reasonable commercial efforts to cause the transfer of such Option Shares to Optionee as quickly as practicable and in any event within three (3) specifying the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR business days from Optionee’s delivery of the Exercise Notice and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDEROptioner. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn.

Exercise of Option. (a) The OPTION GRANTOR Option may shall be exercised by OPTION HOLDER, Tenant only in whole or in part, at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). following manner: (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of Tenant is the occurrence of any Trigger Event, it being understood original tenant that the giving of such notice by OPTION GRANTOR executed this Lease or a Permitted Transferee; (ii) Tenant shall not be a condition to in default beyond applicable notice and cure periods on the right delivery date of OPTION HOLDER to exercise the OPTION GRANTOR Option. Interest Notice and Tenant’s Acceptance (iias defined below), and shall have not previously been in default beyond applicable notice of cure periods more than twice during the Lease Term; (iii) In the event OPTION HOLDER wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER Tenant shall deliver to OPTION GRANTOR written notice (an "Exercise “Interest Notice"”) specifying to Landlord not more than nine (9) months, nor less than six (6) months prior to the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR expiration of the Exercise Notice and initial Lease Term stating that Tenant is interested in exercising the tender option; (iv) within fifteen (15) business days of Landlord’s receipt of the applicable aggregate Exercise PriceInterest Notice, OPTION HOLDERLandlord shall deliver notice (“Option Rent Notice”) to Tenant setting forth the Option Rent; and (v) if Tenant desires to exercise such Option, Tenant shall provide Landlord written notice within five (5) business days after receipt of the Option Rent Notice (“Tenant’s Acceptance”) and upon, and concurrent with, such exercise, Tenant may, at its option, object to the extent permitted Option Rent determined by law and OPTION GRANTOR's organizational documentsLandlord. If Tenant exercises the option to extend but objects to the Option Rent contained in the Option Rent Notice, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder Option Rent shall be determined as set forth in Section 3 have been satisfied below. Tenant’s failure to deliver the Interest Notice or waived, Tenant’s Acceptance on or before the dates specified above shall be deemed to constitute Tenant’s election not to exercise such Option. If Tenant timely and properly exercises the Option, the initial Lease Term shall be extended for the holder of record Option Term upon all of the OPTION GRANTOR Shares issuable upon such exerciseterms and conditions set forth in this Lease, notwithstanding except that the stock transfer books rent for the Option Term shall be as indicated in the Option Rent Notice or as determined as set forth below, as applicable. In the event Tenant exercises the Option but objects to Landlord’s determination of OPTION GRANTOR the Option Rent concurrently with its exercise of the Option, Landlord and Tenant shall attempt to agree in good faith upon the Option Rent. If Landlord and Tenant fail to reach agreement within twenty-one (21) days following Tenant’s Acceptance (the “Outside Agreement Date”), then each party shall make a separate determination of the Option Rent, within five (5) business days after the Outside Agreement Date, concurrently exchange such determinations and such determinations shall be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered submitted to OPTION HOLDER.arbitration in accordance with the following: (iva) Each closing of Landlord and Tenant shall each appoint one arbitrator who shall by profession be a purchase of OPTION GRANTOR Shares real estate broker or appraiser who shall have been active over the five (a "Closing"5) shall occur at a place, year period ending on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of such appointment in the Closing. leasing (cor appraisal, as the case may be) of commercial high-rise properties in the Del Mar Heights area. The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time determination of the Merger; (ii) arbitrators shall be limited solely to the termination issue area of whether Landlord’s or Tenant’s submitted Option Rent is the Merger Agreement pursuant closest to Section 10.1 thereofthe actual Option Rent, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of as determined by the Merger Agreement upon or during arbitrators, taking into account the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 requirements of this Agreement to OPTION HOLDERSection 2. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn.

Exercise of Option. (a) The OPTION GRANTOR Subject to the two immediately succeeding sentences, the Option may be exercised by OPTION HOLDERAcquisition Co., in whole or in part, at any time or from time to one time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) of Offer Closing Date (as defined in the Merger Agreement Agreement) and until the earlier of (provided that a) immediately following the events specified Closing Date (as defined in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(BAgreement) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement and (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR of the Exercise Notice and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (iib) the termination of the Merger Agreement pursuant in accordance with its terms. The exercise of the Option is conditioned upon Acquisition Co. and the Parent owning in the aggregate, immediately following such exercise, at least ninety percent (90%) of the outstanding shares of Common Stock. The obligation of the Company to Section 10.1 thereofdeliver the Optioned Shares at the Option Closing is subject to the following conditions: (i) any applicable waiting period under the HSR Act relating to the issuance of the Optioned Shares will have expired or been terminated, other than under circumstances which also constitute a Trigger Event under this Agreement; (ii) no provision of any applicable law or regulation and no judgment, injunction or decree shall prohibit the exercise of the Option or the delivery of the Optioned Shares in respect of such exercise and (iii) 180 days following any termination Acquisition Co. shall have accepted for payment pursuant to the Offer shares of Common Stock constituting at least 80% of the Merger Agreement upon or during shares of Common Stock then outstanding. In the continuance event Acquisition Co. wishes to exercise the Option, Acquisition Co. shall give a written notice (the “Notice”) to the Company of its intention to exercise the Option, specifying the number of Optioned Shares to be purchased. Such notice shall be delivered to the Company in accordance with the requirements of Section 7(d), and shall specify a Trigger Event date (or if, which may be the date of such notice) not more than three (3) business days from the date such Notice is given for the purchase of the Optioned Shares. The closing (the “Option Closing”) of the purchase of the Optioned Shares shall take place at the expiration offices of Bxxxxxxx Ixxxxxxxx PC, 300 Xxxxx Xxxxxx, One Oxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxxx, XX 00000, or at such 180 day periodother location as Acquisition Co. shall elect. If any decree, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decreeinjunction, order, law or regulationregulation shall not permit the purchase of the Optioned Shares to be consummated on the date specified in such Notice, ten business days after the date for the Option Closing shall be as soon as practicable following the cessation of such impediment to exercise shall have been removed or shall have become final and not subject to appealrestriction on consummation, but in any event within two (2) business days thereof, and in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of shall such purchase be consummated after the Trigger Payment set forth in Section 5 termination of this Agreement to OPTION HOLDER. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 2. The Notice shall be revocable by Acquisition Co. at any time prior to the exercise of this Agreement or demand therefor has been made and not withdrawnthe Option.

Exercise of Option. The Renewal Option shall be exercised by Tenant, if at all, only in the following manner: (a) The OPTION GRANTOR Option Tenant shall deliver written notice to Landlord (the “Interest Notice”) not more than fifteen (15) months nor less than fourteen (14) months prior to the expiration of the initial Term of the Lease stating that Tenant may be exercised by OPTION HOLDERinterested in exercising the Renewal Option; (b) Landlord, in whole or in partafter receipt of Tenant’s Interest Notice, at any time or from time shall deliver notice (the “Option Rent Notice”) to time after Tenant not less than thirteen (13) months prior to the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) expiration of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) initial Term of the Merger Agreement shall have occurredLease, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) setting forth Landlord’s good-faith determination of the Merger Agreement Fair Market Rental Rate for the Option Term (regardless of whether which determination shall include the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event amount by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred Fair Market Rental Rate may be increased and the timing of any such increases during the Option Term, which increases may not occur more frequently than annually); and (c) if Tenant wishes to herein as a "Trigger Event"). exercise such Renewal Option, Tenant shall, on or before the date (ithe “Exercise Date”) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing which is twelve (12) months prior to the expiration of the occurrence initial Term of any Trigger Eventthe Lease, it being understood exercise the Renewal Option by delivering written notice (“Exercise Notice”) thereof to Landlord, and upon and concurrent with such exercise, Tenant may, at its option, object in a written notice delivered to Landlord (the “Objection Notice”), to the determination by Landlord of the Fair Market Rental Rate contained in the Option Rent Notice, in which case the parties shall follow the procedure and the Fair Market Rental Rate for the Option Term shall be determined as set forth in Section 4 below; provided, however, if Landlord shall have determined in the Option Rent Notice that the giving Fair Market Rental Rate therefor is less than the Option Floor Rent, the Option Rent shall be the Option Floor Rent and the arbitration procedures set forth in Section 4 below shall not apply. If Tenant does not timely object in an Objection Notice to Landlord’s determination of such notice by OPTION GRANTOR the Fair Market Rental Rate for the Option Term, Landlord’s determination shall be conclusive and the arbitration procedures in Section 4 below shall not be a condition applicable with respect thereto. Tenant’s failure to deliver the Exercise Notice on or before the Exercise Date shall be deemed to constitute Tenant’s waiver of its Renewal Option. Notwithstanding the foregoing to the contrary, Tenant shall have the right of OPTION HOLDER to exercise deliver the OPTION GRANTOR Option. Exercise Notice to Landlord without having to deliver the Interest Notice and without regard to the foregoing time frames (ii) In the event OPTION HOLDER wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR which delivery of the Exercise Notice by Tenant without the requirement that Tenant also deliver an Interest Notice may also be made concurrently with Tenant’s delivery of Tenant’s Election Notice as permitted by and the tender pursuant to Section 28.1 of the applicable aggregate Exercise PriceLease), OPTION HOLDER, in which event (i) Landlord shall deliver to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a placeTenant, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days or before the date which is the later of thirteen (13) months prior to the date expiration of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time initial Term of the Merger; Lease or thirty (30) days after Landlord’s receipt of the Exercise Notice, the Option Rent Notice setting forth Landlord’s determination of the Fair Market Rental Rate, and (ii) the termination if Tenant objects to Landlord’s determination of the Merger Agreement pursuant Fair Market Rental Rate for the Option Term, Tenant may only do so by delivering an Objection Notice to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; Landlord within ten (iii10) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after Tenant’s receipt of such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDEROption Rent Notice. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn.

Exercise of Option. (a) The OPTION GRANTOR Option may option contained in this Section 2.2 shall be exercised by OPTION HOLDERTenant, if at all, only in whole or in part, at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). following manner: (i) OPTION GRANTOR Tenant shall notify OPTION HOLDER promptly in writing deliver written notice (“Interest Notice”) to Landlord on or before the date which is twelve (12) months prior to the expiration of the occurrence of any Trigger Eventinitial Lease Term, it being understood stating that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. Tenant is interested in exercising its option; (ii) In Landlord, after receipt of Tenant’s notice, shall deliver notice (the event OPTION HOLDER “Option Rent Notice”) to Tenant not less than nine (9) months prior to the expiration of the initial Lease Term, setting forth the Option Rent; and (iii) if Tenant wishes to exercise such option, Tenant shall, on or before the OPTION GRANTOR Optionearlier of (A) the date occurring six (6) months prior to the expiration of the initial Lease Term, OPTION HOLDER shall and (B) the date occurring thirty (30) days after Tenant’s receipt of the Option Rent Notice, exercise the option by delivering the Option Notice to Landlord and upon, and concurrent with, such exercise, Tenant may, at its option, object to the Option Rent determined by Landlord. Failure of Tenant to deliver the Interest Notice to OPTION GRANTOR written notice Landlord on or before the date specified in (an "Exercise Notice"i) specifying above or to deliver the total number of OPTION GRANTOR Shares it wishes Option Notice to purchase. Landlord on or before the date specified in (iii) Upon above shall be deemed to constitute Tenant’s failure to exercise its option to extend. If Tenant timely and properly exercises its option to extend, the giving by OPTION HOLDER to OPTION GRANTOR Lease Term shall be extended for the Option Term upon all of the Exercise terms and conditions set forth in this Lease, except that the Rent shall be as indicated in the Option Rent Notice and the tender of the applicable aggregate Exercise Priceunless Tenant, OPTION HOLDERconcurrently with its exercise, objects to the extent permitted by law and OPTION GRANTOR's organizational documentsOption Rent contained in the Option Rent Notice, and provided that in which case the conditions to OPTION GRANTOR's obligation to issue parties shall follow the OPTION GRANTOR Shares to OPTION HOLDER hereunder procedure as set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER2.2.3 below. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn.

Exercise of Option. (a) The OPTION GRANTOR Option may option contained in this Section 9 shall be ------------------ exercised by OPTION HOLDERTenant, if at all, only in whole or in part, at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). following manner: (i) OPTION GRANTOR Tenant shall notify OPTION HOLDER promptly in writing deliver written notice ("Interest Notice") to Landlord on or before the date which is twelve (12) months prior to the expiration of the occurrence of any Trigger EventExtended Term, it being understood stating that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. Tenant is interested in exercising its option; (ii) In Landlord, within thirty (30) days after receipt of the event OPTION HOLDER Interest Notice, shall deliver notice (the "Option Rent Notice") to Tenant setting forth Landlord's reasonable, good-faith determination of the Option Rent; and (iii) if Tenant wishes to exercise such option, Tenant shall, within thirty (30) days after Tenant's receipt of the OPTION GRANTOR OptionOption Rent Notice, OPTION HOLDER shall deliver to OPTION GRANTOR exercise the option by delivering written notice (an the "Exercise Option Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR of the Exercise Notice Landlord and the tender of the applicable aggregate Exercise Priceupon, OPTION HOLDERand concurrent with, such exercise, Tenant may, at its option, object to the extent permitted Option Rent determined by law and OPTION GRANTOR's organizational documentsLandlord. If Tenant exercises the option to extend but objects to the Option Rent contained in the Option Rent Notice, and provided that then the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder Option Rent shall be determined as set forth in Section 3 have been satisfied 9(c) below. In the event Landlord fails to deliver the Option Rent Notice within the thirty (30) day period set forth above, Tenant may provide a notice to Landlord setting forth such failure, and in the event Landlord fails to deliver the Option Rent Notice to Tenant within twenty (20) days after receipt of such notice from Tenant, Tenant may invoke the arbitration provision set forth in Section 9(c) below, by providing written notice of such election to Landlord. Failure of Tenant to deliver the Interest Notice to Landlord on or waived, before the date specified in (i) above or to deliver the Option Notice to Landlord on or before the date specified in (iii) above shall be deemed to constitute Tenant's failure to exercise its option to extend. If Tenant timely and properly exercises its option to extend, the Extended Term shall be extended for the holder of record Option Term upon all of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, terms and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment conditions set forth in Section 5 of this Agreement to OPTION HOLDER. (d) Notwithstanding the foregoingLease, except that the OPTION GRANTOR Option may not Base Rent shall be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or as indicated in the Merger AgreementOption Rent Notice or determined in accordance with Section 9(c) below, or (ii) a Trigger Payment has been paid pursuant and all references in the Lease to Section 5 of this Agreement or demand therefor has been made and not withdrawnthe Term shall include the Option Term.

Exercise of Option. (a) The OPTION GRANTOR Option Lilly may be exercised by OPTION HOLDER, in whole or in part, at any time or from time exercise an option granted pursuant to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER this Section 8.2.2 with respect to a termination fee under Section 10.3(a) of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing any Reagent Target during the [*] year period commencing upon delivery to Lilly of the occurrence of any Trigger Event, it being understood that the giving of a Reagent ASO Compound directed to such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. Reagent Target and (ii) In any Validation Target during the event OPTION HOLDER wishes to exercise the OPTION GRANTOR OptionTarget Validation Program Term and [*] year thereafter, OPTION HOLDER shall deliver to OPTION GRANTOR in each case, by providing written notice (an "Exercise Notice") specifying the total number to Isis that includes a description of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR of the Exercise Notice and the tender of the applicable aggregate Exercise Pricesuch Reagent Target or Validation Target, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided as applicable. The date that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, Isis receives such notice shall be deemed the "SECTION 8.2.2 EXERCISE NOTICE DATE." Within [*] days following the Section 8.2.2 Exercise Notice Date for a Reagent Target or Validation Target, Isis shall notify Lilly whether or not Isis has granted or assigned any rights to any Third Party as permitted by this Agreement with respect to such Reagent Target or Validation Target, or any ASO Compounds directed thereto as of the Section 8.2.2 Exercise Notice Date and the nature of the rights so granted, if any, or whether Isis has an Isis Internal Program with respect to such Reagent Target or Validation Target. Isis shall have no obligation to disclose to Lilly the identity of any such Third Party to which rights or licenses have been granted. If Isis has not granted any such rights or license and does not have an Isis Internal Program with respect to such Target as of the Section 8.2.2 Exercise Notice Date, then Isis shall grant to Lilly, and is hereby deemed to grant to Lilly, the license described above in this Section 8.2.2 with respect to such Reagent Target or Validation Target as of the Section 8.2.2 Exercise Notice Date and Lilly shall be obligated to make payments to Isis with respect to such Reagent ASO Product or Validation ASO Product directed to such Reagent Target or Validation Target, as applicable, in accordance 19. *Confidential Treatment Requested with Section 9.3.3. It is understood and agreed that a Reagent Target or Validation Target may not be available to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated licensed by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: Lilly under this Section 8.2.2 if: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant Isis has previously granted a Third Party exclusive rights with respect to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon such Reagent Target and all ASO Compounds directed thereto or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final Validation Target and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreementall ASO Compounds directed thereto, or (ii) a Trigger Payment Isis has been paid pursuant an Isis Internal Program with respect to Section 5 of this Agreement the Reagent Target or demand therefor has been made and not withdrawnValidation Target.

Exercise of Option. (a) The OPTION GRANTOR Grantee and its permitted assigns may exercise the Option, with respect to any or all of the Option may be exercised by OPTION HOLDER, in whole or in part, Shares at any time or from time to time time, subject to the provisions of this Agreement, on or after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) of the Merger Agreement (provided date hereof, except that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing subject to the last sentence of this Section 2(a), the Option will terminate and be of no further force and effect upon the earliest to occur of (A) July 23, 2005, (B) the expiration of the occurrence Engagement Letter in accordance with its terms, and (ii) any purchase of Option Shares upon exercise of the Option will be subject to obtaining or making of any Trigger Eventlisting applications, consents, approvals, orders, notifications or authorizations, the failure of which to have obtained or made would have the effect of making the issuance of Option Shares illegal or in violation of NASD rules and regulations (the "Regulatory Approvals"). Notwithstanding the termination or expiration of the Option, Grantee will be entitled to purchase the Option Shares if it being understood that has exercised the giving of such notice by OPTION GRANTOR shall not be a condition Option in accordance with the terms hereof prior to the right termination of OPTION HOLDER to exercise the OPTION GRANTOR Option. (iib) In the event OPTION HOLDER that Grantee wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER shall deliver it will send to OPTION GRANTOR Issuer a written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR of the Exercise Notice and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to ; the date of which being herein referred to as the Closing"Notice Date") to that effect which Exercise Notice also specifies the number of Option Shares, if any, Grantee wishes to purchase pursuant to this Section 2(b), the denominations of the certificate or certificates evidencing the Option Shares which Grantee wishes to purchase pursuant to this Section 2(b) and a date not earlier than 20 business days nor later than 30 business days from the Notice Date for the closing of such purchase (an "Option Closing Date"). Any Option Closing will be at an agreed location and time on the applicable Option Closing Date or at such later date as may be necessary so as to comply with clause (ii) of Section 2(a). (c) The OPTION GRANTOR Option shall terminate upon Notwithstanding anything to the earliest to occur of: (i) the Effective Time contrary contained herein, any exercise of the Merger; (ii) the termination Option and purchase of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot Shares shall be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appealcompliance with applicable laws and regulations and NASD rules and regulations, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR which may prohibit the purchase of all the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or Shares specified in the Merger Agreement, Exercise Notice without first obtaining or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawnmaking certain Regulatory Approvals.

Exercise of Option. (a) The OPTION GRANTOR Option may option contained in this Section 10 shall be exercised by OPTION HOLDERTenant, if at all, only in whole or in part, at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). following manner: (i) OPTION GRANTOR Tenant shall notify OPTION HOLDER promptly in writing deliver written notice ("Interest Notice") to Landlord not more than twelve (12) months nor less than ten (10) months prior to the expiration of the occurrence of any Trigger Event, it being understood Extended Term stating that the giving of such notice by OPTION GRANTOR shall not Tenant may be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. interested in exercising its option; (ii) In Landlord, after receipt of Tenant's notice, shall deliver notice (the event OPTION HOLDER "Option Rent Notice") to Tenant not less than nine (9) months prior to the expiration of the initial Lease Term setting forth the Option Rent; and (iii) if Tenant wishes to exercise such option, Tenant shall, on or before the OPTION GRANTOR Optiondate (the "Exercise Date") which is eight (8) months prior to the expiration of the Extended Term, OPTION HOLDER shall deliver to OPTION GRANTOR exercise the option by delivering written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes thereof to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR Landlord. Concurrently with Tenant's delivery of the Exercise Notice and the tender Notice, Tenant may object, in writing, to Landlord's determination of the applicable aggregate Exercise Price, OPTION HOLDER, to Fair Market Rental Rate for the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder Option Term set forth in the Option Rent Notice, in which event such Fair Market Rental Rate shall be determined pursuant to Section 3 have been satisfied 10.3 below. Tenant's failure to deliver the Interest Notice or waived, Exercise Notice on or before the applicable delivery dates therefore specified hereinabove shall be deemed to be constitute Tenant's waiver of its extension right hereunder. If Tenant timely delivers the holder of record Exercise Notice but fails to timely object in writing to Landlord's determination of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment Fair Market Rental Rate set forth in the Option Rent Notice, Tenant shall be deemed to have accepted Landlord's determination thereof and the following provisions of Section 5 of this Agreement to OPTION HOLDER10.3 shall not apply. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn.

Exercise of Option. (a) 3.01 The OPTION GRANTOR Grantee may exercise the Option may be exercised by OPTION HOLDER, in whole or in part, at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER with respect to a termination fee under Section 10.3(a) all or part of the Merger Optioned Shares or the Optioned Shares remaining unpurchased. 3.02 The Option will be exercised by the Grantee or its legal representative by delivering to the principal business office of the Company in Vancouver, British Columbia or such other place as is designated by the Company from time to time: (a) a notice stating the number of Optioned Shares being purchased; and (b) a certified cheque or bank draft in favour of the Company drawn in United States dollars for the product of the number of Optioned Shares being purchased and the Exercise Price. 3.03 On exercise of Option, the Company will forthwith cause its transfer agent to deliver to any of the Grantee, its legal representative or such other person as the Grantee may otherwise direct in the notice of exercise of the Option a certificate or certificates in the name of any of the Grantee, its legal representative or such other person as the Grantee may otherwise direct in the notice of exercise of the Option representing such number of Optioned Shares for which payment has been made. 3.04 Nothing in this Agreement obligates or will obligate the Grantee to purchase or pay for any Optioned Shares except those Optioned Shares in respect of which the Grantee has exercised the Option in the manner prescribed. 3.05 The certificate or certificates representing the Optioned Shares issued from time to time will be endorsed with a legend as follows: 266 THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (provided THE "ACT"), THE NEVADA STATE SECURITIES ACT OR ANY OTHER APPLICABLE SECURITES ACT AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND SUCH STATE SECURITIES LAWS, OR (2) AT THE OPTION OF THE COMPANY, UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL FOR THE TRANSFEROR, REASONABLY SATISFACTORY TO COUNSEL FOR THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED. 3.06 The Grantee acknowledges that the events specified Option has been granted, and the Optioned Shares will from time to time be issued pursuant to the exemption from the registration requirements contained in Section 10.3(a)(ii)(A) Regulation S of the Merger Agreement shall Securities Act and that: (a) the Option and the Optioned Shares have occurrednot been registered under the Securities Act or any state securities laws, although and are being offered in reliance on certain exemptions contained in the events specified in Section 10.3(a)(ii)(BSecurities Act and such state securities laws; (b) thereof need the Optioned Shares will not have occurred), be sold or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). transferred except pursuant to: (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of an effective registration statement under the occurrence of Securities Act and any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. applicable state securities laws; (ii) In Rule 144 promulgated under the event OPTION HOLDER wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase. Securities Act; or (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR an opinion of the Exercise Notice and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, counsel satisfactory to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior Company to the date of the Closing. effect that such registration is not required; and (c) The OPTION GRANTOR Option shall terminate upon no federal or state agency has made any finding or determination as to the earliest to occur of: (i) the Effective Time fairness of the Merger; (ii) the termination investment, or any recommendation or endorsement of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDEROptioned Shares. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn.

Exercise of Option. (a) The OPTION GRANTOR Option Grantee may be exercised by OPTION HOLDERexercise the Option, in whole or in part, at any time or and from time to time on or before the Termination Date following the occurrence of an Exercise Event. If the Grantee exercises the Option with respect to any Option Shares prior to the Termination Date, then, notwithstanding anything to the contrary contained in this Option Agreement, the Grantee shall be entitled to purchase such Option Shares in accordance with the terms of this Option Agreement after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER Termination Date. (b) For purposes of this Option Agreement, an "Exercise Event" shall be deemed to a termination fee under Section 10.3(a) of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event").occurred if: (i) OPTION GRANTOR either the Grantee or the Company shall notify OPTION HOLDER promptly in writing have the right to terminate the Reorganization Agreement pursuant to Section 8.1(d) thereof and at the time of the occurrence of any Trigger EventCompany's Stockholders' Meeting an Acquisition Proposal disclosed, it being understood that the giving of such notice by OPTION GRANTOR announced, commenced, submitted or made prior thereto shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option.remain outstanding; or (ii) In the event OPTION HOLDER wishes Grantee shall have the right to terminate the Reorganization Agreement pursuant to Section 8.1(e) thereof. (c) To exercise the OPTION GRANTOR OptionOption with respect to any Option Shares, OPTION HOLDER the Grantee shall deliver to OPTION GRANTOR the Company a written notice (an "Exercise Notice") specifying specifying: (i) the total number of OPTION GRANTOR Option Shares it wishes the Grantee will purchase; (ii) the place at which such Option Shares are to purchase. be purchased; and (iii) Upon the giving by OPTION HOLDER date on which such Option Shares are to OPTION GRANTOR be purchased, which shall not be sooner than three business days nor later than 20 business days after the date of the delivery of such Exercise Notice to the Company. (The date of delivery of such Exercise Notice to the Company is referred to as the applicable "Notice Date," and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, Option shall be deemed to be have been validly exercised on such Notice Date with respect to the holder of record Option Shares referred to in such Exercise Notice.) The closing of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR such Option Shares (a the applicable "Closing") shall occur take place at a place, on a date, and at a time designated by OPTION HOLDER the place specified in an such Exercise Notice delivered at least two business days prior to and on the date of specified in such Exercise Notice (the Closing. applicable "Closing Date"); provided, however, that: (cA) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of if such 180 day period, the OPTION GRANTOR Option purchase cannot be exercised consummated on such Closing Date by reason of any applicable judgment, decreeLegal Requirement, order, law judgment, decree or regulationother legal impediment, ten then the Grantee may extend the Closing Date to a date not more than 20 business days after the date on which such impediment is removed; and (B) if prior notification to exercise or approval of any Governmental Body is required, or if any waiting period must expire or be terminated, in connection with such purchase, then (1) the Company shall have promptly cause to be filed any required notice or application required to be filed by the Company and shall use all reasonable efforts to cause such notice or application to be processed as expeditiously as possible, (2) the Company shall cooperate with the Grantee in the filing of any such notice or application required to be filed by the Grantee and in the obtaining of any such approval required to be obtained by the Grantee, and (3) the Grantee may extend the Closing Date to a date not more than 20 business days after the latest date on which any required notification has been removed made, any required approval has been obtained or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDERany required waiting period has expired or been terminated. (d) Notwithstanding If the foregoingGrantee receives net proceeds in connection with any sale or other disposition of the Option or Option Shares (including, without limitation, any amounts received by the OPTION GRANTOR Grantee pursuant to Sections 7, 8 or 9) which, together with any proceeds received by the Grantee in connection with any prior such sale or disposition, any dividends or distributions received by the Grantee on any Option may not Shares and any amount paid to the Grantee pursuant to Sections 8.3(b) and 8.3(c) of the Reorganization Agreement prior thereto or thereafter, are in excess of the Threshold Amount (as defined herein), then all net proceeds to the Grantee in excess of the Threshold Amount shall be exercised if remitted to the Company promptly following receipt thereof. As used herein, "Threshold Amount" shall mean the amount equal to the greater of (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, $35,000,000 or (ii) the product of (A) 200,000 and (B) the average of the closing sales price of a Trigger Payment has been paid pursuant to Section 5 share of this Agreement or demand therefor has been made and not withdrawnParent Common Stock as reported on the Nasdaq National Market for the five consecutive trading days ending on the first trading day preceding the first occurrence of an Exercise Event.

Exercise of Option. (a) The OPTION GRANTOR Option may Optionee shall notify the Grantor by registered or certified mail, return receipt requested, addressed to its principal office (Attn: Chief Financial Officer), as to the number of shares of Common Stock which Optionee desires to purchase pursuant to the options herein granted, which notice 2 shall be exercised accompanied by OPTION HOLDERpayment (by bank check, in whole certified check or in part, at any time or from time by delivery of shares of the Grantor's Common Stock having a fair market value equal to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(apurchase price) of the Merger Agreement (provided that the events option price therefor as specified in Section 10.3(a)(ii)(A) Paragraph 2 above. As soon as practicable thereafter, the Grantor shall cause to be delivered to the Optionee certificates issued in the Optionee's name evidencing the shares of Common Stock purchased by the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event")Optionee. (ib) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing If the aggregate fair market value of all the stock with respect to which Incentive Stock Options are exercisable for the first time by the Optionee during any calendar year and all Incentive Stock Option plans of the occurrence of Grantor, any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR predecessor of the Exercise Notice and Grantor, its parent or subsidiaries, exceeds $100,000.00, the tender grant of the applicable aggregate Exercise Price, OPTION HOLDERIncentive Stock Options hereunder shall not, to the extent permitted by law and OPTION GRANTOR's organizational documentsof such excess, and be deemed a grant of Incentive Stock Options but will instead be deemed the grant of Non-Qualified Stock Options under the Plan. For purposes of this paragraph, the fair market value of the stock with respect to which an Incentive Stock Option is exercisable shall be the value of such stock at the time that specific option is granted as provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth for in Section 3 have been satisfied or waived, shall be deemed to be the holder of record 422(c)(7) of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the ClosingCode. (c) The OPTION GRANTOR Option shall terminate upon the earliest Subject to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day periodParagraph 4 below, the OPTION GRANTOR Option cannot Incentive Stock Options granted hereunder may be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment the Optionee as follows: options corresponding to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause twenty-five percent (iii25%) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 shares are exercisable at any time after the first anniversary date hereof and through the Termination Date; options corresponding to the next twenty-five percent (25%) of this Agreement the shares are exercisable at any time after the second anniversary date hereof and through the Termination Date; options corresponding to OPTION HOLDERthe next twenty-five percent (25%) of the shares are exercisable at any time after the third anniversary date hereof and through the Termination Date; and options corresponding to the last twenty-five percent (25%) are exercisable at any time after the fourth anniversary date hereof and through the Termination Date. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn.

Exercise of Option. (a) The OPTION GRANTOR Subject to the other terms and provisions of this Agreement, the Option may shall be exercised exercisable by OPTION HOLDERwritten notice timely given to the Company by the Optionee (the "EXERCISE NOTICE"), which notice (i) shall state the number of Shares that the Optionee then desires to purchase, and (ii) shall be accompanied by payment in whole or in part, at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) full of the Merger Agreement Option Price for each of such Shares. (provided that the events specified in Section 10.3(a)(ii)(Ab) Payment of the Merger Agreement Option Price shall have occurred, although be made by the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred)following methods, or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event").combination thereof: (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option.cash; (ii) In by delivery of Optionee's secured promissory note in the event OPTION HOLDER wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase.form attached hereto as Attachment I; or (iii) Upon if the giving Shares are Publicly Traded at the time of exercise, by OPTION HOLDER to OPTION GRANTOR surrender of Shares owned by the Exercise Notice and Optionee (the tender "PAYMENT SHARES"), the aggregate Market Price of which shall be credited against the applicable aggregate Exercise Option Price; provided, OPTION HOLDERhowever, that in lieu of actually tendering the Payment Shares, the Optionee may make a constructive exchange of such Payment Shares ("CONSTRUCTIVE EXCHANGE") pursuant to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder procedures set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder subsection (c) of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closingthis Section. (c) The OPTION GRANTOR Optionee shall notify the Company in writing of any election to pay all or a portion of the Option Price using a Constructive Exchange (which notice may be included in the Exercise Notice). Such notice shall terminate upon specify the earliest number of Payment Shares to occur of: be used in the Constructive Exchange and shall include (i) a notarized statement attesting to the number of Payment Shares, if any, that are held by a registered securities broker for the Optionee in "street name", and (ii) the certificate numbers for all Shares, if any, registered in the name of Optionee. Upon receipt of such notice and the required information referred to in the immediately preceding sentence, the Company shall confirm ownership of the Payment Shares by reference to Company records. Upon such confirmation, the Company shall treat the Payment Shares as being constructively exchanged, and accordingly, the Company shall issue to the Optionee a net number of Shares equal to (i) the Effective Time number of Shares subject to the Merger; option exercise for which the Constructive Exchange is being exercised, less (ii) the termination number of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment Payment Shares. The Optionee may elect to exercise shall have been removed or shall have become final and not using a Constructive Exchange any number of times in succession, subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of compliance with the Trigger Payment procedures set forth in Section 5 of this Agreement to OPTION HOLDERherein. (d) Notwithstanding Unless the foregoingCompany and Optionee shall make mutually acceptable alternative arrangements, at the OPTION GRANTOR Option may not time of exercise of the Option, Optionee shall pay to the Company any federal, state and local taxes required by law to be exercised if (i) OPTION HOLDER is paid or withheld in material breach connection with such 4 exercise, which payment shall be made in cash or by delivery of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or Optionee's secured promissory note in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn.form attached hereto as Attachment I.

Exercise of Option. (a) The OPTION GRANTOR Option may be exercised by OPTION HOLDER, in whole or in part, at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of Immediately upon the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR of the Exercise Notice and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder events set forth in Section 3 have been satisfied or waived3.03 hereof, the Members whose Membership Interests are so affected shall send notice in writing to the Company of such fact. If such Member desires to sell such Member's Membership Interests as a result of a Bona Fide Offer, such notice in writing shall contain the name and address of the Person who made the offer and the price and all of the terms of such offer. During the period which shall begin with the occurrence of such event, and (a) if the notice is given, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. end ninety (iv90) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER notice is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreementgiven, or (iib) if no notice is given, shall continue without end, the Company shall have the right to exercise its option to purchase (or have a Trigger Payment has been Designated Person purchase) the Member's Membership Interests on the terms and conditions set forth herein. If the option becomes exercisable other than as a result of a Bona Fide Offer, the Company (or Designated Person) shall have the right to purchase such Member's Membership Interests at a purchase price equal to the Fair Market Value of such Member's Membership Interests by providing written notice to such Member within ninety (90) days after the occurrence of such event. The Purchase Price shall be paid pursuant in equal monthly installments over a twelve (12) month period. Fair Market Value shall mean the value determined by agreement between the Member whose Membership Interests are being purchased and the Company or Designated Person, as applicable. If the Member whose Membership Interests are being purchased and the Company or Designated Person, as applicable, cannot agree upon the Fair Market Value of such Membership Interests within thirty (30) days, the Fair Market Value thereof shall be determined by appraisal, the Company and the Member whose Membership Interests are being purchased each to Section 5 chose one appraiser and the two appraisers so chosen shall select a third appraiser. The decision of this Agreement the majority of the appraisers as to the Fair Market Value of such Membership Interests shall be final and binding and may be enforced by legal proceedings. The Member whose Membership Interests are being purchased and the Company or demand therefor has been made Designated Person, as applicable, shall each compensate the appraiser appointed by it and not withdrawnthe compensation of the third appraiser shall be borne equally be such parties.

Exercise of Option. (a) The OPTION GRANTOR Option may be exercised by OPTION HOLDERAt any time, in whole or in part, at any time or and from time to time after during the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR of the Exercise Notice and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documentsOption Term, and provided that Forestar is not in Default of this Agreement, Forestar may deliver written notice to Plum Creek of its exercise of the conditions Option with respect to OPTION GRANTOR's obligation any portion of the Mitigation Properties (each such notice being hereinafter referred to issue as a “Mitigation Project Notice”). Notwithstanding anything contained herein to the OPTION GRANTOR Shares contrary, Forestar may provide more than one Mitigation Project Notice with respect to OPTION HOLDER hereunder set forth any Mitigation Property. Each Mitigation Project Notice shall constitute exercise of the Option and shall include, with reasonable specificity, a scope of the Mitigation Activities to be conducted, a survey of the Project Property, the amount of Pine Acres included within the Project Property, a draft of the proposed easement in favor of Forestar, if any, that will allow Forestar to place the Restrictive Covenant on the Project Property; a draft of the proposed Restrictive Covenant for the Mitigation Project, the estimated Project Costs and Project Benefits of the Mitigation Project and the projected timeline for activities on the Mitigation Property with respect to the Mitigation Project; provided, however, such estimated Project Costs, Project Benefits and projected timeline shall serve as estimates only, and shall under no circumstances constitute a representation or warranty of any kind by, or otherwise bind Forestar with respect to the costs, profitability or timely completion of any Mitigation Project. Plum Creek shall have twenty (20) days following its receipt of each Mitigation Project Notice to object to any matter contained within the Mitigation Project Notice (“Plum Creek’s Objection”). In the event the Parties are unable to resolve the objectional matter or matters to each party’s sole discretion within twenty (20) days of Forestar’s receipt of Plum Creek’s Objection, the provisions of Section 3 have been satisfied 21.i. hereof shall apply. Any material change or waivedaddition to the information contained in the Mitigation Project Notice shall require Forestar to deliver a new Mitigation Project Notice to Plum Creek; provided, however, that no such notice shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior required to the date of the Closingextent that Plum Creek has approved any such material change or addition. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn.

Exercise of Option. (a) The OPTION GRANTOR Option Shares may be exercised purchased by OPTION HOLDER, in whole or in part, at any time or from time to time after giving the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) Corporate Secretary of the Merger Agreement (provided that Company written notice of exercise, on a form prescribed by the events specified in Section 10.3(a)(ii)(A) Company, specifying the number of the Merger Agreement shares to be purchased. The notice of exercise shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event").be accompanied by (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing tender to the Company of cash for the full purchase price of the occurrence of any Trigger Event, it being understood that the giving of shares with respect to which such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option.Option or portion thereof is exercised; or (ii) In the event OPTION HOLDER wishes to exercise unsecured, demand borrowing by the OPTION GRANTOR Option, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (Optionee from the Company on an "Exercise Notice") specifying open account maintained solely for this purpose in the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR amount of the Exercise Notice full exercise price together with the instruction from the Optionee to sell the shares exercised on the open market through a duly registered broker-dealer with which the Company makes an arrangement for the sale of such shares under the Plan. This method is known as the "broker-dealer exercise method" and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, is subject to the extent permitted by law terms and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth herein, in Section 3 have been satisfied or waived, the Plan and in guidelines established by the Committee. The Option shall be deemed to be exercised simultaneously with the holder of record sale of the OPTION GRANTOR Shares issuable shares by the broker-dealer. If the shares purchased upon the exercise of an Option or a portion thereof cannot be sold for a price equal to or greater than the full exercise price plus direct costs of the sales, then there is no exercise of the Option. Election of this method authorizes the Company to deliver shares to the broker-dealer and authorizes the broker-dealer to sell said shares on the open market. The broker-dealer will remit proceeds of the sale to the Company which will remit net proceeds to the Optionee after repayment of the borrowing, deduction of costs, if any, and withholding of taxes. The Optionee's borrowing from the Company on an open account shall be a personal obligation of the Optionee which shall bear interest at the published Applicable Federal Rate (AFR) for short-term loans and shall be payable upon demand by the Company. Such borrowing may be authorized by telephone or other telecommunications acceptable to the Company. Upon such exerciseborrowing and the exercise of the Option or portion thereof, notwithstanding title to the shares shall pass to the Optionee whose election hereunder shall constitute instruction to the Company to register the shares in the name of the broker-dealer or its nominee. The Company reserves the right to discontinue this broker-dealer exercise method at any time for any reason whatsoever. The Optionee agrees that if this broker-dealer exercise method under this paragraph is used, the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered Optionee promises unconditionally to OPTION HOLDERpay the Company the full balance in his open account at any time upon demand. Optionee also agrees to pay interest on the account balance at the AFR for short-term loans from and after demand. (ivb) Each closing This Option shall be exercisable in three installments. The first installment shall be exercisable on the first anniversary following Date of a purchase Grant for 33% of OPTION GRANTOR Shares (a "Closing") shall occur at a placethe number of shares of Common Stock subject to this option. Thereafter, on a dateeach subsequent anniversary date an installment shall become exercisable for 33% and 34%, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date respectively, of the Closingnumber of shares subject to this Option until the Option has become fully exercisable. To the extent that any of the above installments is not exercised when it becomes exercisable, it shall not expire, but shall continue to be exercisable at any time thereafter until this Option shall terminate, expire or be surrendered. An exercise shall be for whole shares only. (c) The OPTION GRANTOR This Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason prior to six months after the Date of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDERGrant. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn.

Exercise of Option. (The Employee Participant, from time to time during the ------------------ period when the Option granted by this Stock Option Agreement may be exercised according to the terms specified in this document, may exercise the Option in whole or in part at the time permitted by delivering to the Company the following items: a) The OPTION GRANTOR A written notice signed by the Employee Participant stating the number of shares the Employee Participant has elected to purchase at that time from the Company and, if required by the Company at the time of exercise, that the Employee Participant is acquiring the shares being purchased for investment and not for resale; and b) A certified check, bank draft, or money order for an amount equal to the Purchase Price of the shares to be purchased. An example of the written notice is attached to this document as Exhibit B. If the Employee Participant fails to accept delivery and pay for all or any part of the number of shares specified in said delivered written notice, the Employee Participant's right to exercise this Option with respect to such undelivered shares may be terminated by the Company at any time thereafter. Anything in this Stock Option Agreement to the contrary notwithstanding, each Option granted hereunder is subject to the condition that if, at any time, in the opinion of counsel for the Company, the registration, listing, or qualification of the shares is required under any securities exchange or under any law, or if the consent or approval of any governmental regulatory body is necessary, or if the updating, amendment or revision of any registration statement, listing application or similar document is required as a condition of, or in connection with, the purchase of shares under such Option, no such Option may be exercised by OPTION HOLDERunless and until such registration, in whole listing, qualification, consent, approval, updating, amendment, or in part, at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement revision shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), been effected or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing obtained free of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary)conditions not acceptable to the Board. The Board may, any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition to the right exercise by the Employee Participant of OPTION HOLDER to exercise the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER wishes to exercise the OPTION GRANTOR an Option, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (an "Exercise Notice") specifying require that the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR Employee Participant agree in writing that he will not dispose of the Exercise Notice shares to be acquired upon such exercise in a transaction which, in the opinion of counsel for the Company, would violate any securities laws or regulations promulgated thereunder. The Board shall have the authority to require additional agreements or impose additional conditions which it reasonably believes are necessary or desirable to assure compliance with all laws or regulations and which are for the tender general benefit of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDERCompany. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn.

Exercise of Option. (a) The OPTION GRANTOR Option may option contained in this Section 2.2 shall be exercised by OPTION HOLDERthe Tenant, if at all, only in whole or in part, at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). following manner: (i) OPTION GRANTOR Tenant shall notify OPTION HOLDER promptly in writing deliver written notice (“Interest Notice”) to Landlord on or before the date which is no earlier than twelve (12) months and no later than ten (10) months prior to the expiration of the occurrence of any Trigger Eventinitial Lease Term, it being understood stating that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. Tenant is interested in exercising its option; (ii) In Landlord, within fifteen (15) days after receipt of Tenant’s notice, shall deliver notice (the event OPTION HOLDER “Option Rent Notice”) to Tenant setting forth Landlord’s determination of the Option Rent; and (iii) if Tenant wishes to exercise such option, Tenant shall, on or before the OPTION GRANTOR Option, OPTION HOLDER shall deliver to OPTION GRANTOR written notice date occurring forty-five (an "Exercise Notice"45) specifying the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR days after Tenant’s receipt of the Exercise Option Rent Notice, exercise the option by delivering the Option Notice to Landlord and the tender of the applicable aggregate Exercise Priceupon, OPTION HOLDERand concurrent with, such exercise, Tenant may, at its option, object to the extent permitted Option Rent determined by law and OPTION GRANTOR's organizational documentsLandlord. If Tenant exercises the option to extend but objects to the Option Rent contained in the Option Rent Notice, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder Option Rent shall be determined as set forth in Section 3 have been satisfied 2.2.3 below. Failure of Tenant to deliver the Interest Notice to Landlord on or waived, before the date specified in (i) above or to deliver the Option Notice to Landlord on or before the date specified in (iii) above shall be deemed to constitute Tenant’s failure to exercise its option to extend. If Tenant timely and properly exercises its option to extend, the Lease Term shall be extended for the holder of record Option Term upon all of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, terms and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment conditions set forth in Section 5 this Lease, except that the Base Rent for the first year of this Agreement to OPTION HOLDER. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not Term shall be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or as indicated in the Merger AgreementOption Rent Notice or as determined in accordance with Section 2.2.3, or (ii) a Trigger Payment has been paid pursuant as applicable, and all references herein to Section 5 of this Agreement or demand therefor has been made and not withdrawnthe Lease Term shall include the Option Term.

Exercise of Option. (a) The OPTION GRANTOR Option may option contained in this Section 2.2 shall be exercised by OPTION HOLDERTenant, if at all, only in whole or the manner set forth in part, at any time or from time this Section 2.2.3. Tenant shall deliver notice (the “Intent Notice”) to time after Landlord not more than twelve (12) months nor less than eight (8) months prior to the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) expiration of the Merger Agreement (provided initial Lease Term, stating that the events specified in Section 10.3(a)(ii)(A) Tenant intends to exercise its option. Concurrently with such Intent Notice, Tenant shall deliver to Landlord Tenant’s calculation of the Merger Agreement Market Rent (the “Tenant’s Option Rent Calculation”). Landlord shall have occurred, although deliver notice (the events specified in Section 10.3(a)(ii)(B“Landlord Response Notice”) thereof need not have occurredto Tenant on or before the date which is thirty (30) days after Landlord’s receipt of the Intent Notice and Tenant’s Option Rent Calculation (the “Landlord Response Date”), stating that (A) Landlord is accepting Tenant’s Option Rent Calculation as the Market Rent, or Section 10.3(b(B) rejecting Tenant’s Option Rent Calculation and setting forth Landlord’s calculation of the Merger Agreement Market Rent (regardless the “Landlord’s Option Rent Calculation”). Within ten (10) business days of whether its receipt of the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a SubsidiaryLandlord Response Notice, Tenant shall deliver written notice to Landlord (the “Exercise Notice”), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred shall set forth Tenant’s election to herein as a "Trigger Event"). either (i) OPTION GRANTOR rescind its Intent Notice, in which event the Lease Term shall notify OPTION HOLDER promptly in writing of expire as then-currently scheduled, and the occurrence of any Trigger EventOption shall terminate, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (ii) In affirm the event OPTION HOLDER wishes to exercise Intent Notice and accept the OPTION GRANTOR OptionMarket Rent contained in the Landlord’s Option Rent Calculation, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase. or (iii) Upon affirm the giving by OPTION HOLDER to OPTION GRANTOR of Intent Notice but rejects the Exercise Notice and Market Rent contained in the tender of Landlord’s Option Rent Calculation, in which event the applicable aggregate Exercise Price, OPTION HOLDER, to parties shall follow the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder procedure set forth in Section 3 have been satisfied or waived2.2.4 below, and the Market Rent shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment determined as set forth in Section 5 2.2.4. Tenant’s failure to timely deliver the Exercise Notice shall be conclusively deemed to constitute Tenant’s rescission of this Agreement its Intent Notice pursuant to OPTION HOLDER. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if alternative (i) OPTION HOLDER is in material breach of any of its representations or warranties), or in material breach of any of its covenants or agreements, contained in this Agreement or in from the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawnimmediately preceding sentence.

Exercise of Option. (a) The OPTION GRANTOR Option may applicable option contained in this Extension Rider shall be exercised by OPTION HOLDERTenant, if at all, only in whole the following manner: 5.1 Tenant shall deliver written notice to Landlord (the “Interest Notice”) not more than nineteen (19) months nor less than eighteen (18) months prior to the expiration of then-current Lease Term stating that Tenant may be interested in exercising such option. 5.2 During the period from the date Landlord receives such Interest Notice until the Exercise Date for such applicable Option Term, Landlord and Tenant shall attempt to agree upon the Fair Market Rental Rate for such Option Term. 5.3 On or in part, at any time or from time before the date which is fifteen (15) months prior to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) expiration of the Merger Agreement (provided that then-current Lease Term, if such parties have not theretofore agreed upon such Fair Market Rental Rate for the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). applicable Option Term: (i) OPTION GRANTOR each party shall notify OPTION HOLDER promptly in writing submit to the other written notice (the “Option Rent Notice”) setting forth such party’s final determination of the occurrence of any Trigger Event, it being understood Fair Market Rental Rate for the applicable Option Term that the giving of will be submitted by such notice by OPTION GRANTOR shall not be a condition party to binding arbitration pursuant to the right of OPTION HOLDER arbitration provisions in Section 6 below (if applicable, and if Tenant timely delivers the applicable Exercise Notice to exercise the OPTION GRANTOR Option. Landlord pursuant to Section 5.4 below); and (ii) In if either party fails to timely submit such Option Rent Notice to the event OPTION HOLDER other party, such failure shall be deemed such non-submitting party’s approval and acceptance of the Fair Market Rental Rate for the applicable Option Term timely submitted by the other party in such other party’s Option Rent Notice as the final and accepted Option Rent for the applicable Option Term (but only if Tenant thereafter timely delivers the applicable Exercise Notice to Landlord pursuant to Section 5.4 below, in which case the arbitration provisions in Section 6 below shall not apply). Notwithstanding any provision of this Section 5.3 to the contrary, Tenant has no obligation to deliver its Exercise Notice or otherwise exercise its option for the applicable Option Term. Only Tenant’s timely delivery of an Exercise Notice pursuant to Section 5.4 below shall be deemed an election by Tenant to extend the Lease Term for the applicable Option Term. 5.4 If Tenant wishes to exercise such applicable option, Tenant shall, on or before the OPTION GRANTOR Optiondate (the “Exercise Date”) which is fourteen (14) months prior to the expiration of the then-current Lease Term, OPTION HOLDER shall deliver to OPTION GRANTOR exercise such applicable option by delivering written notice (an "“Exercise Notice"”) specifying the total number of OPTION GRANTOR Shares it wishes thereof to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR of the Exercise Notice and the tender Landlord. If as of the applicable aggregate Exercise Price, OPTION HOLDER, Date the parties have agreed upon (or been deemed to have agreed upon) the Fair Market Rental Rate for the applicable Option Term pursuant to the extent permitted by law and OPTION GRANTOR's organizational documentsforegoing provisions of this Section 5, the arbitration provisions of Section 6 below shall not apply. However, if the parties have not so agreed upon (or been deemed to have agreed upon) such Fair Market Rental Rate for the applicable Option Term , the parties shall follow the procedures, and provided that the conditions to OPTION GRANTOR's obligation to issue Fair Market Rental Rate for the OPTION GRANTOR Shares to OPTION HOLDER hereunder applicable Option Term shall be determined, as set forth in Section 3 have been satisfied 6 below. Tenant’s failure to deliver to Landlord the applicable Exercise Notice on or waived, before the applicable Exercise Date shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any Tenant’s waiver of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawnthen remaining extension rights hereunder.

Exercise of Option. (a) The OPTION GRANTOR Option may shall be exercised by OPTION HOLDER, Tenant only in whole or in part, at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). ------------------ following manner: (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR Tenant shall not be a condition to in default, and shall not have been in default under this Lease more than once, on the right delivery date of OPTION HOLDER to exercise the OPTION GRANTOR Option. Interest Notice and Tenant's Acceptance; (ii) In the event OPTION HOLDER wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER Tenant shall deliver to OPTION GRANTOR written notice (an "Exercise Interest Notice") specifying to Landlord not more than ten (10) months nor less than six (6) months prior to the total number expiration of OPTION GRANTOR Shares it wishes to purchase. the Lease Term, stating that Tenant is interested in exercising the Option, (iii) Upon within fifteen (15) business days of Landlord's receipt of Tenant's written notice, Landlord shall deliver notice ("Option Rent Notice") to Tenant setting forth the giving by OPTION HOLDER Option Rent; and (iv) if Tenant desires to OPTION GRANTOR exercise such Option, Tenant shall provide Landlord written notice within five (5) business days after receipt of the Exercise Option Rent Notice and ("Tenant's Acceptance"). Tenant's failure to deliver the tender of Interest Notice or Tenant's Acceptance on or before the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, dates specified above shall be deemed to constitute Tenant's election not to exercise the Option. If Tenant timely and properly exercises its Option, the Lease Term shall be extended for the holder of record Option Term upon all of the OPTION GRANTOR Shares issuable upon such exerciseterms and conditions set forth in this Lease, notwithstanding except that the stock transfer books of OPTION GRANTOR rent for the Option Term shall then be closed or that certificates representing such OPTION GRANTOR Shares as indicated in the Option Rent Notice. ARTICLE XXXII ------------- SIGNAGE/DIRECTORY ----------------- Provided Tenant is not in default hereunder, Tenant, at Tenant's cost sole and expense, shall not then have the right to one (1) line in the lobby directory during the Lease Term. If other tenants occupy space on the floor on which the Premises is located, Tenant's identifying signage shall be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur provided by Landlord, at a place, on a dateLandlord's cost, and such signage shall be comparable to that used by Landlord for other similar floors in the Project and shall comply with Landlord's Project standard signage program. Provided Tenant is not in default hereunder, Tenant shall have the right, at a time designated by OPTION HOLDER Tenant `s sole cost and expense, to install signage in an Exercise Notice delivered at least two business days prior the elevator lobby of the floor on which the Premises is located ("Tenant's Signage"). Tenant's Signage shall be subject to Landlord's approval as to size, design, location, graphics, materials, colors and similar specifications and shall be consistent with the exterior design, materials and appearance of the Project and the Project's signage program. Tenant's Signage shall be personal to the date Original Tenant and may not be assigned to any assignee or sublessee, or any other person or entity. Landlord has the right, but not the obligation, to oversee the installation of the Closing. (c) Tenant's Signage. The OPTION GRANTOR Option cost to maintain Tenant's Signage shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at be paid for by Tenant. Upon the expiration of such 180 day periodthe Lease Term, or other earlier termination of this Lease, Tenant shall be responsible for any and all costs associated with the removal of Tenant `s Signage, including, but not limited to, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgmentcost to repair and restore the Project to its original condition, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final normal wear and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn.tear excepted,

Exercise of Option. (a) The OPTION GRANTOR Option may shall be exercised by OPTION HOLDER, Tenant only in whole or in part, at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). following manner: (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR Tenant shall not be a condition in default beyond all applicable notice and cure periods of any of its monetary obligations or material non-monetary obligations on the delivery date of the Interest Notice and Tenant’s Acceptance; (ii) Tenant shall deliver written notice (“Interest Notice”) to Landlord not more than fifteen (15) months nor less than nine (9) months prior to the right expiration of OPTION HOLDER the Term, stating that Tenant is interested in exercising the Option; (iii) within fifteen (15) business days of Landlord’s receipt of Tenant’s written notice, Landlord shall deliver notice (“Option Rent Notice”) to Tenant setting forth Landlord’s proposed Option Rent; and (iv) Tenant shall provide Landlord written notice within fifteen (15) business days after receipt of the Option Rent Notice (“Tenant’s Acceptance”) stating whether or not it elects to exercise the OPTION GRANTOR Option. (ii) In Option and upon, and concurrent with delivery of such Tenant’s Acceptance notice, Tenant shall state whether it accepts or objects to the event OPTION HOLDER wishes Option Rent contained in the Option Rent Notice. Tenant’s failure to deliver the Interest Notice or Tenant’s Acceptance on or before the date specified above shall be deemed to constitute Tenant’s election not to exercise the OPTION GRANTOR Option. If Tenant timely and properly exercises its Option, OPTION HOLDER then the Term shall deliver to OPTION GRANTOR written notice (an "Exercise Notice") specifying be extended for the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR Option Term upon all of the Exercise terms and conditions set forth in this Lease, except that the rent for the Option Term shall be as indicated in the Option Rent Notice if Tenant accepted the same concurrently with Tenant’s Acceptance, otherwise the parties shall follow the procedure and the tender of the applicable aggregate Exercise PriceOption Rent shall be determined, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder as set forth in Section 3 have been satisfied or waived31(d) below. If Tenant provides the Interest Notice but informs Landlord within fifteen (15) business days after receipt of the Option Rent Notice that it does not elect to exercise the Option, then Tenant’s Interest Notice shall be rescinded and Tenant shall not be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDERhave exercised its Option. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn.

Exercise of Option. (a) In order to exercise all or any portion of the ------------------ Option, Optionee shall deliver to TRMI-H a Notice of Option Exercise and Stock Purchase Agreement substantially in the form attached hereto as Exhibit A (the "Notice of Option Exercise") which shall in no case be for an amount less than 250,000 shares of Common Stock. The OPTION GRANTOR Notice of Option may Exercise shall be exercised by OPTION HOLDER, delivered to TRMI-H in whole accordance with Section 10(b) of this Agreement no fewer than three (3) and no more than ten (10) business days prior to the Closing Date (as such term is defined in the Notice of Option Exercise). Any sale of Common Stock pursuant to the Option shall be subject to the terms and conditions of this Agreement and the Notice of Option Exercise. The parties hereby agree that in the event the Optionee that delivers the Notice of Option Exercise to TRMI-H is not OBC or in partan affiliate of OBC, at the Closing (as such term is defined in the Notice of Option Exercise) (i) TRMI-H will deliver to ECD the stock certificate(s) representing the shares of Common Stock subject to the Option and (ii) ECD will deliver to Optionee one or more newly issued stock certificates representing the Common Stock sold pursuant to the Notice of Option Exercise. Unless the shares of Common Stock sold pursuant to the Notice of Option Exercise are included in a registration statement that has been declared effective by the Securities and Exchange Commission (the "Commission"), each such stock certificate shall bear a legend in substantially the following form: THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT, OR UNLESS THE ISSUER AND TRMI HOLDINGS INC. ("TRMI-H") HAVE EACH RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO EACH OF THE ISSUER AND TRMI-H AND THEIR RESPECTIVE COUNSEL TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED. (b) ECD agrees that in connection with any time exercise of the Option by any person other than OBC or an affiliate of OBC, it will grant such Optionee an opportunity to ask questions and receive answers from ECD regarding the business, properties, prospects and financial condition of ECD. (c) To facilitate the exercise of the Option and/or the sale of any of the Shares following the Termination Date, TRMI-H hereby requests a Stock Registration (as such term is defined in the SPA) to permit the public sale of the Shares from time to time after following the Merger Agreement becomes terminable effectiveness of the registration statement, all as contemplated by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee Rule 415 of Regulation C promulgated by the Commission. ECD hereby waives its rights under Section 10.3(a4.3(f) of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) SPA with respect to any public sale of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) Shares (including any sale pursuant to Rule 144 of the Merger Agreement (regardless Commission). TRMI-H agrees that ECD may delay the filing of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition registration statement pursuant to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER wishes to exercise the OPTION GRANTOR Optionforegoing request until May 31, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR of the Exercise Notice and the tender of the applicable aggregate Exercise Price, OPTION HOLDER2005. TRMI-H further agrees that, to the extent permitted by law the rules and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record regulations of the OPTION GRANTOR Shares issuable upon such exerciseCommission, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated registration statement filed by OPTION HOLDER in an Exercise Notice delivered at least two business days prior ECD pursuant to the date foregoing request may include the Option as an additional security registered thereunder and may register, or be amended to register, the resale of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time Shares by permitted assigns of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDEROption. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn.

Exercise of Option. (a) The OPTION GRANTOR Option may option herein granted shall be deemed fully exercised by OPTION HOLDER, in whole or in part, at any time or from time as to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). Property if (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR of the Exercise Notice and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the earlier of (x) January 15, 2002 or (y) sixty (60) days after the date of Buyer exercises its option under the Closing. 2101 Kennedy Option, the Optiox Xxx, as hereafter defined, is paid to Title, as defined in the Purchase Agreement attached hereto as Exhibit B (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; "Exhibit B Purchase Agreement"), as Escrow Agent for both parties; and (ii) the termination Buyer gives to the Owner, before the Option Termination Date, a written notice of election to purchase the Property. Service of such notice shall be sufficient if served personally or if timely deposited in the United States mail addressed to Owner as hereinafter provided and received by Owner on or prior to the Option Termination Date. Failure to timely provide such notice or timely pay the Option Fee to Title shall automatically terminate the option herein granted to Buyer and Title shall remit the Option Fee in its possession to Owner and any accrued interest thereon to Buyer. Upon receipt by Title of the Merger Option Fee and the receipt by Owner of the notice, the parties shall execute the Exhibit B Purchase Agreement. The Option Fee shall consist of nonrefundable cash except as hereinafter provided, in the amount of $1,999,000.00. Notwithstanding the foregoing or any other provision of this Option Agreement to the contrary, the option granted hereunder shall not be exercisable and shall be deemed null and void in the event (i) Buyer or Techne Corporation has not yet acquired from Owner the real property covered by the Purchase Agreement, (ii) in the event Buyer or Techne Corporation fails to pay Owner the Option Fee and/or fails to close its purchase of 2101 Kennedy pursuant to the 2000 Xxxnedy Option prior to txx xxxxal exercise of the option herein granted to Buyer, or (iii) if Owner fails to acquire fee simple title to 2001 Kennedy pursuant to the Pxxxx XX Purchase Agreement by November 30, 1999. Upon execution of the Exhibit B Purchase Agreement by both parties, the Option Fee shall be deemed the "Deposit" as defined in the Exhibit B Purchase Agreement. Notwithstanding the foregoing or any other provision of this Option Agreement, if Buyer terminates its rights to purchase 2101 Kennedy pursuant to Exhibxx X xx the 2101 Kennedy Option and is entxxxxx xo a refund of one hundred percent (100%) of the Deposit pursuant to Section 10.1 thereofIII(c) therein, other than under circumstances which also constitute a Trigger Event under then in such event Title shall return to Buyer the Option Fee paid hereunder and this Agreement; (iii) 180 days following any termination Option Agreement shall be deemed null and void except for the indemnification of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but Buyer contained in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section paragraph 5 of this Agreement to OPTION HOLDEROption Agreement. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn.

Exercise of Option. For a Note to be so purchased at the option of the Holder, the Paying Agent must receive such Note duly endorsed for transfer, together with a written notice of purchase (a "Fundamental Change Purchase Notice") and the form entitled "Form of Fundamental Change Purchase Notice" on the reverse thereof duly completed, on or before the 35th day after the date of the Company Notice of the occurrence of such Fundamental Change, subject to extension to comply with applicable law. The Fundamental Change Purchase Notice shall state: (a) The OPTION GRANTOR Option may if certificated, the certificate numbers of the Notes which the Holder shall deliver to be exercised by OPTION HOLDERpurchased; (b) the portion of the Principal Amount of the Notes which the Holder shall deliver to be purchased, which portion must be $1,000 in Principal Amount or an integral multiple thereof; (c) that such Notes shall be purchased as of the Fundamental Change Purchase Date pursuant to the terms and conditions specified in paragraph 8 of the Notes and in this Supplemental Indenture; and (d) if the Company elects, pursuant to a Company Notice, to pay the Fundamental Change Purchase Price to be paid, in whole or in part, at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) in Common Stock but such portion of the Merger Agreement (provided that the events specified Fundamental Change Purchase Price shall ultimately be payable to such Holder in Section 10.3(a)(ii)(A) Cash because any of the Merger Agreement conditions to the payment of the Fundamental Change Purchase Price in Common Stock are not satisfied prior to or on the Fundamental Change Purchase Date, as set forth herein, whether such Holder elects (x) to withdraw such Fundamental Change Purchase Notice as to some or all of the Notes to which such Fundamental Change Purchase Notice relates (stating the Principal Amount and certificate numbers of the Notes as to which such withdrawal shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurredrelate), or Section 10.3(b(y) to receive Cash in respect of the Merger Agreement entire Fundamental Change Purchase Price for all Notes (regardless or portions thereof) to which such Fundamental Change Purchase Notice relates. If a Holder, in such Holder's Fundamental Change Purchase Notice (and in any written notice of whether withdrawal of a portion of a Holder's Notes previously submitted for purchase pursuant to a Fundamental Change Purchase Notice, the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiaryportion that remains subject to the Fundamental Change Purchase Notice), any fails to indicate such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition Holder's choice with respect to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER wishes to exercise the OPTION GRANTOR Optionforegoing election, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR of the Exercise Notice and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, such Holder shall be deemed to be the holder have elected to receive Cash in respect of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not all Notes subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or such Fundamental Change Purchase Notice in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawncircumstances described in the preceding sentence.

Exercise of Option. (a) The OPTION GRANTOR Option may Extension Options contained in this Section 2.2 shall be exercised by OPTION HOLDERTenant, if at all, only in whole or the manner set forth in part, at any time or from time this Section 2.2. Tenant shall deliver notice (the “Exercise Notice”) to time after Landlord not more than twenty-one (21) months nor less than eighteen (18) months prior to the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) expiration of the Merger Agreement then Lease Term (provided the “Option Exercise Deadline”), stating that Tenant is exercising the applicable Extension Option; provided, however, that an Extension Option shall not lapse by reason of Tenant’s failure to give an Exercise Notice by the Option Exercise Deadline unless and until Landlord has given Tenant notice (an “Option Reminder Notice”) that the events specified Option Exercise Deadline is approaching or has passed, as the case may be, and the Option Exercise Deadline shall be extended as necessary to give Tenant five (5) business days after receipt of an Option Reminder Notice in Section 10.3(a)(ii)(A) which to exercise the Extension Option. By way of example and for the Merger Agreement shall have occurredavoidance of doubt, although the events specified in Section 10.3(a)(ii)(B) thereof need if Tenant has not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). theretofore exercised an Extension Option and (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition Landlord gives Tenant an Option Reminder Notice forty-five (45) days prior to the right of OPTION HOLDER to Option Exercise Deadline, Tenant must exercise the OPTION GRANTOR Option. Extension Option not later than the Option Exercise Deadline, but (ii) In if Landlord gives an Option Reminder Notice fifteen (15) days after the event OPTION HOLDER wishes Option Exercise Deadline, the Option Exercise Deadline shall be deemed extended to exercise the OPTION GRANTOR Option, OPTION HOLDER date that is five (5) business days after Landlord’s delivery of the Option Reminder Notice. Landlord shall deliver to OPTION GRANTOR written notice (an "Exercise the “Landlord Response Notice"”) specifying to Tenant on or before the total number of OPTION GRANTOR Shares it wishes to purchase. date which is thirty (iii30) Upon the giving by OPTION HOLDER to OPTION GRANTOR days after Landlord’s receipt of the Exercise Notice and the tender Notice, setting forth Landlord’s calculation of the applicable aggregate Exercise PriceMarket Rent (the “Landlord’s Option Rent Calculation”). Within ten (10) business days of its receipt of the Landlord Response Notice, OPTION HOLDERTenant may, to at its option, accept the extent permitted by law and OPTION GRANTOR's organizational documentsMarket Rent contained in the Landlord’s Option Rent Calculation. If Tenant does not affirmatively accept or Tenant rejects the Market Rent specified in the Landlord’s Option Rent Calculation, and provided that the conditions to OPTION GRANTOR's obligation to issue parties shall follow the OPTION GRANTOR Shares to OPTION HOLDER hereunder procedure set forth in Section 3 have been satisfied or waived2.2.4 below, and the Market Rent shall be deemed to be determined in accordance with the holder terms of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDERSection 2.2.4 below. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn.

Exercise of Option. (a) The OPTION GRANTOR Option may be exercised Optionee shall notify the Grantor by OPTION HOLDERregistered or certified mail, in whole or in partreturn receipt requested, at any time or from time addressed to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) of the Merger Agreement its principal office (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurredAttn: Chief Financial Officer), or Section 10.3(b) as to the number of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by Option Shares which the Merger Agreement becomes so terminable Optionee desires to purchase pursuant to the options herein granted, which notice shall be accompanied by OPTION HOLDER a payment equal to the product of (i) the Purchase Price and (ii) the number of Option Shares with respect to which the Incentive Stock Option is being referred to herein as a exercised (such product being the "Trigger EventAggregate Purchase Price"). Such payment shall be made by bank check, certified check or by delivery of shares of Common Stock having a fair market value equal to the Aggregate Purchase Price; it being understood and agreed that any Common Stock delivered must have been held by the Optionee for at least six (6) months prior to such delivery. As soon as practicable thereafter, the Grantor shall cause to be delivered to the Optionee certificates issued in the Optionee's name evidencing the shares of Common Stock purchased by the Optionee. (ib) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing If the aggregate fair market value of all the stock with respect to which Incentive Stock Options are exercisable for the first time by the Optionee during any calendar year and all Incentive Stock Option plans of the occurrence of Grantor, any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR predecessor of the Exercise Notice and Grantor, its parent or subsidiaries, exceeds $100,000.00, the tender grant of the applicable aggregate Exercise Price, OPTION HOLDERIncentive Stock Options hereunder shall not, to the extent permitted by law and OPTION GRANTOR's organizational documentsof such excess, and be deemed a grant of Incentive Stock Options but will instead be deemed the grant of Non-Qualified Stock Options under the Plan. For purpose of this paragraph, the fair market value of the stock with respect to which an Incentive Stock Option is exercisable shall be the value of such stock at the time that specific option is granted as provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth for in Section 3 have been satisfied or waived, shall be deemed to be the holder of record 422(c)(7) of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the ClosingCode. (c) The OPTION GRANTOR Option shall terminate upon Subject to paragraph 4 below, the earliest to occur ofIncentive Stock Options granted hereunder may be exercised by the Optionee as follows: (i) the Effective Time with respect to options corresponding to _____ percent (__%) of the MergerOption Shares, at any time after the first anniversary of the date hereof through the Termination Date; (ii) with respect to the termination next ____ percent (__%) of the Merger Agreement pursuant to Section 10.1 thereofOption Shares, other than under circumstances which also constitute a Trigger Event under this Agreementat any time after the second anniversary of the date hereof through the Termination Date; (iii) 180 days following any termination with respect to the next _____ percent (__%) of the Merger Agreement upon or during the continuance of a Trigger Event (or ifOption Shares, at any time after the expiration third anniversary of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998)date hereof through the Termination Date; and (iv) payment by OPTION GRANTOR with respect to the next _____ percent (__%) of the Trigger Payment set forth in Section 5 Option Shares, at any time after the fourth anniversary of this Agreement to OPTION HOLDERthe date hereof through the Termination Date. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn.

Exercise of Option. The Supplier Tooling Purchase Option must be exercised within ninety (90) days of (a) The OPTION GRANTOR Option may be exercised by OPTION HOLDERa Supply Default in respect of which the Customer does not CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETED ASTERISKS, HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. exercise its rights under the Access Agreement or (b) in whole or in part, at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) case of the Merger Agreement Customer’s exercise of its rights under the Access Agreement, the expiration or termination of the Sale Period. The closing of the Supplier Tooling Purchase Option will occur within two (provided 2) business days following the date on which the Company no longer requires use of the applicable Supplier Owned Tooling. To the extent that the events specified in Section 10.3(a)(ii)(A) applicable Supplier Owned Tooling is used by the Company for the production of parts for the Merger Agreement shall have occurred, although Company’s customers other than the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement Customer (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being other customers are referred to herein collectively as a "Trigger Event"the “Impacted Customer” and such non-dedicated tooling is referred to as the “Non-Dedicated Tooling”). , the Customer may not exercise the Supplier Tooling Purchase Option in respect of such Supplier Owned Tooling unless (i) OPTION GRANTOR shall notify OPTION HOLDER promptly each Impacted Customer delivers a consent in writing to the exercise of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. Supplier Tooling Purchase Option and (ii) In in the event OPTION HOLDER wishes the Company is not in default under the applicable purchase order or supply contract between the Company and the Impacted Customer, the Impacted Customer delivers a written acknowledgement reasonably satisfactory to exercise the OPTION GRANTOR Option, OPTION HOLDER shall deliver Company that the Company is released of its obligation to OPTION GRANTOR written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR manufacture parts on and after Customer’s purchase and removal of the Exercise Notice and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, Non-Dedicated Tooling to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing Non-Dedicated Tooling is necessary for such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) production. The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment Company agrees to exercise shall have been removed or shall have become final and not subject its commercial best efforts to appeal, but in no event under this clause (iiiobtain promptly such consent(s) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of as may be reasonably necessary to effectuate the Trigger Payment set forth in Section 5 of this Agreement Supplier Tooling Purchase Option relating to OPTION HOLDERNon-Dedicated Tooling. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn.

Exercise of Option. (a) The OPTION GRANTOR Upon and subject to the provisions of this Article, Discreet may, at its election, exercise the right hereby conferred on it to subscribe for MGI Common Shares by paying the Option Exercise Price by way of certified cheque or recognized bank draft payable to or to the order of MGI. (b) Provided that Discreet is not in material breach of this Agreement, the Option may be exercised by OPTION HOLDER, in whole or in part, part at any time or and from time to time after at or prior to the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) Option Expiry Time following the occurrence of any of the Merger Agreement following events (provided that the events specified in Section 10.3(a)(ii)(A) any of the Merger Agreement which shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a constitute an "Trigger Option Event").): (i) OPTION GRANTOR any person (other than Discreet or any affiliate of Discreet) shall notify OPTION HOLDER promptly have commenced a tender offer or exchange offer to purchase any MGI Common Shares such that, upon consummation of such offer, the offeror together with any person or persons acting jointly or in writing concert with the offeror, shall have acquired 20% or more of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option.outstanding MGI Common Shares; (ii) any person, together with any person (other than Discreet or any affiliate of Discreet) or persons acting jointly or in concert with such person, shall have acquired 9.9% or more of the then outstanding MGI Common Shares; or (iii) the MGI Shareholders shall not have approved the Arrangement at the Special Meeting, such meeting shall not have been held or shall have been cancelled prior to termination of this Agreement or MGI's Board of Directors shall have withdrawn or modified in a manner adverse to Discreet its approval or recommendation of the Arrangement, this Agreement or the transactions contemplated hereby, in each case where such action was not occasioned by the occurrence of one or more events or changes that has or would be reasonably likely to have a Material Adverse Effect on Discreet and its subsidiaries, taken AS a whole, and in each case after any person (other than Discreet or any affiliate of Discreet) shall have made an Alternative Proposal. In the event OPTION HOLDER Discreet wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER Discreet shall deliver to OPTION GRANTOR MGI a written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR MGI Common Shares which it wishes to purchase. (iii) Upon acquire together with a certified cheque or bank draft in the giving by OPTION HOLDER to OPTION GRANTOR amount of the Option Exercise Notice and Price multiplied by the tender total number of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR MGI Common Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDERacquired. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn.

Exercise of Option. (a) To the extent that the Option has become vested pursuant to Schedule I to this Agreement and remains exercisable it may be exercised by the Optionee delivering to the Corporation a written notice of exercise signed by the Optionee, in substantially the form attached hereto as Exhibit A (a "Notice of Exercise"), together with a check payable to the Corporation in the amount of the total Exercise Price for the Option Shares to be purchased pursuant to the Notice of Exercise. (b) The OPTION GRANTOR Optionee may exercise the Option for less than the full number of Option Shares with respect to which the Option is exercisable (the "Available Option Shares"), but no fractional shares of Common Stock shall be issued. Subject to the other restrictions on exercise set forth herein, the unexercised portion of the exercisable Option may be exercised by OPTION HOLDER, in whole or in part, at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR of the Exercise Notice and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated later date by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the ClosingOptionee. (c) The OPTION GRANTOR Option shall terminate upon Within thirty (30) days after the earliest to occur of: (i) the Effective Time exercise of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day periodOption as herein provided, the OPTION GRANTOR Corporation shall deliver to the Optionee a certificate or certificates for the total Option cannot be exercised Shares being purchased, in such names and denominations as are requested by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDEROptionee. (d) Notwithstanding Neither the foregoingOption nor the Option Shares have been registered under the Securities Act of 1933, as amended (the OPTION GRANTOR "Act"), or under the securities laws of any state. Unless the issuance of shares of Common Stock are covered by an effective registration statement at the time the Option may not be exercised if is exercised, each certificate representing Option Shares issued upon the exercise of the Option shall bear the following legend: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNTIL (i) OPTION HOLDER is in material breach of any of its representations or warrantiesA REGISTRATION STATEMENT UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or OR (ii) a Trigger Payment has been THE CORPORATION HAS RECEIVED AN OPINION OF COUNSEL ACCEPTABLE TO THE CORPORATION THAT REGISTRATION UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED SALE, PLEDGE OR TRANSFER. The Optionee and the Corporation agree to execute such documents and instruments as counsel for the Corporation reasonably deems necessary to ensure that the granting of the Option and the issuance of any shares upon the exercise thereof will be in compliance with applicable federal and state securities laws. (e) The Corporation covenants and agrees that all Option Shares which may be issued upon exercise of the Option shall, upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid pursuant and nonassessable, and free from all liens, claims and encumbrances, except restrictions imposed by applicable securities laws, the Corporation's Articles of Incorporation and/or this Agreement. The Corporation shall at all times reserve and keep available for issuance upon the exercise of the Option such number of authorized but unissued shares of Common Stock as will be sufficient to Section 5 permit the exercise in full of this Agreement or demand therefor has been made and not withdrawnthe Option.

Exercise of Option. (a) The OPTION GRANTOR Buyer shall have the right to exercise the Option at any time from the date hereof through the expiration of the Option Period and as provided in Section 11.2. Xxxxx’s right to exercise the Option hereunder shall not be contingent upon, and may be exercised by OPTION HOLDERprior to, in whole or in part, at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) achievement of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) Option Trigger or delivery of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing Option Trigger Notice by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event")Seller. (b) Seller shall provide prompt written notice to Buyer following (and in any event within [***] after) the first date on which Seller has received all of the data identified on Exhibit C (the “Data Package”) for each of [***] patients in the TATCIST Study who each have received [***] doses of the Compound (the “Option Trigger”), together with copies of the complete Data Package for each such patient (collectively, the “Option Trigger Notice”). Within [***] after its delivery of the Option Trigger Notice, or, if Buyer delivers an Option Exercise Notice prior to the Option Trigger, within [***] after Buyer’s delivery of such Option Exercise Notice, Seller (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing may deliver to Buyer an updated version of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. Seller Disclosure Letter and (ii) In the event OPTION HOLDER wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER shall deliver to OPTION GRANTOR written notice Buyer (A) a materially complete and correct list of all Intellectual Property, Contracts and other assets related to the Compound or the development, manufacture or commercialization thereof obtained or entered into by Seller or any of its Affiliates after the date of this Agreement and not previously disposed of or consumed in the TATCIST Study (the “After Acquired Assets”) and (B) a complete and correct listing of all Inventory eligible for purchase by Buyer, along with the applicable manufacturing cost for each unit of such Inventory. If Seller fails to deliver to Buyer an "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR updated version of the Seller Disclosure Letter within [***] after its delivery of the Option Trigger Notice or, if Buyer delivers an Option Exercise Notice and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date Option Trigger, within [***] after Buyer’s delivery of such Option Exercise Notice, the version of the ClosingSeller Disclosure Letter delivered by Seller immediately prior to the execution of this Agreement shall be the Seller Disclosure Letter for all purposes hereunder. If Buyer delivers an Option Exercise Notice prior to the Option Trigger, Seller shall deliver to Buyer copies of the complete Data Package (or as much of the Data Package as then exists) for each patient in the TATCIST Study within [***] after Buyer’s delivery of such Option Exercise Notice. (c) The OPTION GRANTOR Option Buyer shall terminate upon the earliest to occur of: (i) the Effective Time have a period of [***] after delivery of the Merger; Option Trigger Notice (iisuch period, as it may be extended below, the “Option Period”) to determine whether to exercise the Option. For clarity, the Option Period shall expire immediately upon expiration or termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; . In the event that Buyer determines to exercise the Option, Buyer shall deliver written notice of its intention to exercise the Option (iiithe “Option Exercise Notice”) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at to Seller no later than the expiration of such 180 day periodthe Option Period. Buyer shall be under no obligation to deliver an Option Exercise Notice, and if Buyer does deliver an Option Exercise Notice, its obligation to effect the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise Closing shall have been removed or shall have become final and not remain subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR the satisfaction of the Trigger Payment conditions set forth in Section 5 of this Agreement to OPTION HOLDERSections 10.1 and 10. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn.

Exercise of Option. (a) The OPTION GRANTOR Option may be exercised by OPTION HOLDERthe Company, in whole or whole, but not in part, at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER is terminated and Parent has become obligated to a termination fee under Section 10.3(a) of pay the Merger Agreement Termination Fee (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). (i) OPTION GRANTOR Parent shall notify OPTION HOLDER the Company promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR Parent shall not be a condition to the right of OPTION HOLDER the Company to exercise the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER the Company wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER the Company shall deliver to OPTION GRANTOR Parent written notice thereof (an the "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase). (iii) Upon the giving by OPTION HOLDER the Company to OPTION GRANTOR Parent of the Exercise Notice and the tender of the applicable aggregate Exercise Price, OPTION HOLDERthe Company, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTORParent's obligation to issue the OPTION GRANTOR Parent Shares to OPTION HOLDER the Company hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Parent Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR Parent shall then be closed or that certificates representing such OPTION GRANTOR the Parent Shares shall not then be actually delivered to OPTION HOLDERthe Company. (iv) Each The closing of a the purchase of OPTION GRANTOR Parent Shares (a the "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER the Company in an the Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time Date of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 9.1 thereof other than pursuant to (x) Section 9.1(i) thereof, other than under circumstances which also constitute a Trigger Event under this Agreement(y) 9.1(k) thereof or (z) if an Acquisition Proposal with respect to Parent has been publicly disclosed to the shareholders of Parent (and not withdrawn or terminated) prior to the Parent Meeting, Section 9.1(d) thereof; (iii) 180 days to the extent that (x) an Acquisition Proposal with respect to Parent has been publicly disclosed to the shareholders of Parent (and not withdrawn or terminated) prior to the Parent Meeting, (y) the Merger Agreement is terminated pursuant to Section 9.1(d) thereof and (z) Parent does not enter into any agreement providing for the consummation of an Acquisition Proposal with respect to Parent (it being understood that no confidentiality agreement with respect to an Acquisition Proposal shall constitute such an agreement) and no Acquisition Proposal with respect to Parent shall have been consummated, in each case, during the twelve month period following any the termination of the Merger Agreement upon or during Agreement, twelve months after the continuance date of such termination; and (iv) 30 days following a Trigger Event (or if, at the expiration of such 180 30 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iiiiv) later than May 10, 1998180 days following such Trigger Event); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised and shall terminate if (ix) OPTION HOLDER any of the representations and warranties of the Company contained in this Parent Stock Option Agreement or the Merger Agreement, which are qualified as to materiality, were or shall be inaccurate in any respect, or any of the representations and warranties of the Company contained herein or therein, which are not so qualified, were or shall be inaccurate in any material respect, in each case, (1) when made, (2) as of the date of any termination of the Merger Agreement and (3) as of the date of any purported exercise of the Option, in the case of clauses (2) and (3), as if made as of the date of such termination or purported exercise, respectively (except for representations and warranties that by their express provisions are made as of a specific date or dates, which shall only be deemed inaccurate to the extent that they were or shall have been inaccurate at such times as stated therein), or (y) at the time of termination of the Merger Agreement or any purported exercise of the Option, the Company is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this the Merger Agreement or in the Merger this Parent Stock Option Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn.

Exercise of Option. (a) The OPTION GRANTOR Option may be exercised by OPTION HOLDER, in whole or in partLessee shall have the right, at any time or from time its sole option, to time after construct and lease the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of the occurrence of any Trigger Event, Expansion Space; it being understood and agreed that the giving of such notice by OPTION GRANTOR Lessor shall not be obligated to construct the Expansion Space. If Lessee desires to lease the Expansion Space, Lessee shall deliver a condition notice to the right Lessor of OPTION HOLDER its intent to exercise the OPTION GRANTOR Option. Expansion Space Option (ii) “Option Notice”). In the event OPTION HOLDER wishes that Lessee gives the Option Notice, then Lessor shall meet with Lessee to exercise discuss the OPTION GRANTOR Option, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (an "Exercise Notice") specifying possibility of Lessor performing the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR construction of the Exercise Notice Expansion Space, pursuant to mutually acceptable terms and conditions; it being understood and agreed that such meeting shall in no way obligate Lessor to construct the Expansion Space. In the event Lessor and Lessee are unable to agree upon mutually acceptable terms under which Lessor shall construct the Expansion Space, then, Lessee may, but shall not be obligated to, construct the Expansion Space, at Lessee’s sole cost and expense, in which case, the rights to the Existing Expansion Space Approvals and the tender Plans shall be promptly transferred or assigned and delivered by Lessor to Lessee, for the remainder of the applicable aggregate Exercise PriceTerm, OPTION HOLDER, if and to the extent permitted by law and OPTION GRANTOR's organizational documentsapplicable law, and provided that the conditions without cost or expense to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waivedLessee, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated after request by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. (d) Lessee therefor. Notwithstanding the foregoing, however, Lessor shall use commercially reasonable efforts to maintain, renew and seek extensions of the OPTION GRANTOR Existing Expansion Space Approvals, at its sole cost and expense (regardless of whether Lessor or Lessee constructs the Expansion Space). Except for Lessor’s obligations to transfer or assign and deliver the Existing Expansion Space Approvals (and to incur costs and expenses to maintain, renew and seek extensions thereof) and the Plans, any and all costs associated with the construction of the Expansion Space, including, without limitation, the posting of any bonds and escrows and the payment of any Mt. Laurel or COAH fees, shall be borne by the party who is responsible for the construction of the Expansion Space. If Lessee does not give the Option may Notice, the Expansion Space shall not be exercised constructed for Lessee’s benefit; provided, however, Lessor shall retain the right to construct the Expansion Space, at its sole cost and expense, and thereafter lease the Expansion Space to any third party (other than Lessee or an Affiliate of Lessee), only if (i) OPTION HOLDER is Lessee consents to same, which consent shall be in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made Lessee’s sole and not withdrawnabsolute discretion.

Exercise of Option. (a) The OPTION GRANTOR Option may be exercised by OPTION HOLDERParent, in whole or in part, at any time or from time to time after the earliest of: (i) the Merger Agreement becomes becoming terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee Parent under Section 10.3(a9.1(e) of the Merger Agreement Agreement, (provided that ii) an Acquisition Proposal becoming publicly announced or disclosed prior to the events specified in approval of the Merger by the stockholders of the Company at the Company Meeting or (iii) the receipt by Parent of a Superior Proposal Notice pursuant to Section 10.3(a)(ii)(A7.9(c) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary)Agreement, any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER event(s) being referred to herein as a "Trigger Event")TRIGGER EVENT. (i) OPTION GRANTOR " The Company shall notify OPTION HOLDER Parent promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR the Company shall not be a condition to the right of OPTION HOLDER Parent to exercise the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER . If Parent wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER in whole or in part, Parent shall deliver to OPTION GRANTOR the Company a written notice (an "Exercise NoticeEXERCISE NOTICE") specifying the total number of OPTION GRANTOR Company Shares it wishes to purchase. purchase (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR of "DESIGNATED NUMBER"), the Exercise Notice Price per Company Share (subject to Section 2(b) and whether the tender consideration payable by Parent will be in cash or shares of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Parent Common Stock. Each closing of a purchase of OPTION GRANTOR Company Shares (a "ClosingCLOSING") shall occur at a place, on a date, date and at a time designated by OPTION HOLDER Parent in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) closing. The OPTION GRANTOR Option shall terminate terminate, unless Parent has theretofore delivered an Exercise Notice, upon the earliest to occur of: earlier of (i) the Effective Time of the Merger; Date or (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. (d) accordance with its terms. Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER Parent is in material breach of any of its material representations or warranties, or in material breach of any of its material covenants or agreements, contained in this Stock Option Agreement or in the Merger Agreement. Upon the giving by Parent to the Company of the Exercise Notice and the tender of the applicable aggregate Exercise Price in either cash or Parent Common Stock, Parent shall be deemed to be the holder of record of the Company Shares issuable upon such exercise, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such Company Shares shall not then be actually delivered to Parent. (b) Notwithstanding anything to the contrary in this Stock Option Agreement, the Aggregate Spread (as defined below) shall not exceed $27 million less any amount theretofore paid to Parent with respect to the Termination Fee and Expenses in accordance with Section 9.2 of the Merger Agreement (the "MAXIMUM VALUE"). The sum of (i) the Aggregate Spread relating to Company Shares issued to Parent with respect to which Parent has not theretofore exercised its put right under Section 7(a) and (ii) a Trigger Payment has been any Termination Fee and Expenses paid to Parent pursuant to Section 5 9.2 of the Merger Agreement shall not exceed an aggregate of $27 million. If any exercise of the Option would result in an Aggregate Spread (including the Aggregate Spread in connection with any prior exercises of the Option) in excess of the Maximum Value, the Exercise Price shall be increased such that the Aggregate Spread (including the Aggregate Spread in connection with any prior exercises of the Option) shall equal the Maximum Value. As used in this Agreement or demand therefor has been made and not withdrawn.Stock Option Agreement, the "FAIR MARKET VALUE" of any share shall be the daily closing sales price for such share on the NYSE Composite Tape

Exercise of Option. (a) The OPTION GRANTOR Option may shall be exercised by OPTION HOLDERexercisable at any time, in whole or in partBuyer's sole discretion, at any time or from time to time after during the Merger Agreement becomes terminable by period commencing on the Effective Date and continuing for a period of one year thereafter (the "OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger EventTERM"). (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (iib) In the event OPTION HOLDER wishes Buyer elects to exercise the OPTION GRANTOR Option, OPTION HOLDER Buyer shall deliver to OPTION GRANTOR written Seller and the Shareholders notice (an the "Exercise NoticeEXERCISE NOTICE") specifying of its intention to exercise the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR of Option; provided, however, that in such event Buyer shall deliver the Exercise Notice to Seller and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall Shareholders not then be actually delivered to OPTION HOLDER. less than sixty (iv60) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date expiration of the ClosingOption Term. (c) The OPTION GRANTOR Option Within sixty (60) days following the date of the Exercise Notice, Buyer, Seller, Kilat and the Shareholders shall terminate upon execute the earliest following definitive acquisition agreements pursuant to occur ofwhich Buyer, Seller, Kilat and the Shareholders shall consummate the Acquisition: (i) an asset acquisition agreement providing for the Effective Time acquisition by Buyer of all of the MergerAssets (excluding only the Intellectual Property Assets)(the "ASSET PURCHASE AGREEMENT" ), substantially in the form of EXHIBIT F; (ii) an intellectual property purchase agreement providing for the termination acquisition of all of the Merger Agreement pursuant to Section 10.1 thereofIntellectual Property Assets (the "INTELLECTUAL PROPERTY PURCHASE AGREEMENT"), other than under circumstances which also constitute a Trigger Event under this Agreement;substantially in the form of EXHIBIT G; and (iii) 180 days following any termination a deed of restraint of trade (the "DEED OF RESTRAINT OF TRADE"), substantially in the form of EXHIBIT H, pursuant to which the Shareholders shall undertake the covenants set forth therein in partial consideration for the payment by Buyer of the Merger Agreement upon Exercise Price. Among other things, the Purchase Agreements shall provide for the acquisition by Buyer of all or during any lesser portion of the continuance of a Trigger Event (or ifAssets as Buyer desires, in its discretion, to purchase from Seller, at purchase price (the expiration "EXERCISE PRICE") to be paid by Buyer in the amount of such 180 day periodOne Million Four Hundred Five Thousand Dollars ($1,405,000), payable at the OPTION GRANTOR Option canclosing of the Acquisition, subject to the amount of the Exercise Price Adjustment. The Exercise Price shall be paid in the form of cash in the amount of One Million Fifty Five Thousand Dollars ($1,055,000) and Eighty Seven Thousand Five Hundred (87,500) shares of Spire Common Stock; PROVIDED, HOWEVER, that (i) the amount of the cash portion of the Exercise Price shall be adjusted to reflect the amount of the Exercise Price Adjustment and (ii) the number of shares of Spire Common Stock to be delivered by Buyer to Seller pursuant to this Section 1.6(c) shall not be exercised by reason of adjusted for any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but change in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR the value of the Trigger Spire Common Stock after the Effective Date. The Purchase Agreements shall credit the full amount of the Option Purchase Payment set forth in Section 5 of this Agreement against Buyer's obligation to OPTION HOLDERpay the Exercise Price. (d) Notwithstanding If Buyer exercises the foregoingOption and acquires the Assets, Buyer shall assume only those Liabilities of Seller set forth on EXHIBIT A, including, without limitation, the OPTION GRANTOR Option obligations of Seller under the promissory note described in SECTION 1.3(b), unless the Liabilities of Seller to be assumed by Buyer are subsequently adjusted by the mutual written agreement of Buyer and Seller, which agreement Buyer may withhold in its absolute discretion. (e) If Buyer does not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warrantieselect to exercise the Option, or in material breach of any of its covenants or agreements, contained in this Agreement or shall not convey to Buyer any interest in the Merger AgreementAssets or the business of Seller, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made except as expressly set forth in the promissory note and not withdrawnthe Fixed Charge described in SECTION 1.3(b).

Exercise of Option. (a) The OPTION GRANTOR GEHC may exercise each Option may be exercised by OPTION HOLDER, in whole or in part, at any time or from time during the applicable Option Term by sending written notice of such exercise (each, an “Option Exercise Notice”) to time LMI. If GEHC exercises an Option during the applicable Option Term, then the Parties will negotiate in good faith and, at GEHC’s election, enter into an Ex-Field License Agreement on reasonable and customary terms. If the Parties have not reached agreement on the financial and non-financial terms of such Ex-Field License Agreement within *** after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) effective date of the Merger Agreement Option Exercise Notice (provided that the events specified in Section 10.3(a)(ii)(A) as may be extended or shortened by written agreement of the Merger Parties, the “Ex-Field License Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurredNegotiation Period”), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event").then: (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing If the Parties have not agreed upon the financial terms of the occurrence Ex-Field License Agreement during the Ex-Field License Agreement Negotiation Period, then GEHC or LMI may submit to an independent valuation firm agreed by the Parties a request for such firm to determine the financial terms of any Trigger Event, it being understood that the giving Ex-Field License Agreement as set forth in Section 13.4.2 (Determination of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR OptionFinancial Terms). (ii) In Within *** after each Party has received such valuation firm’s determination of the event OPTION HOLDER wishes financial terms of the Ex-Field License Agreement, if GEHC seeks to exercise enter into the OPTION GRANTOR OptionEx-Field License Agreement on such financial terms, OPTION HOLDER shall deliver to OPTION GRANTOR then GEHC will have the right, by providing written notice to LMI within such period, to initiate the “baseball” arbitration process set forth in Section 13.4 (an "Exercise Notice"Baseball Arbitration) specifying to determine those non-financial terms and conditions on which the total number of OPTION GRANTOR Shares it wishes Parties failed to purchaseagree during the Ex-Field License Agreement Negotiation Period. (iii) Upon If the giving by OPTION HOLDER to OPTION GRANTOR Parties agreed upon the financial terms of the Exercise Notice Ex-Field License Agreement during the Ex-Field License Agreement Negotiation Period, but failed to agree upon the non-financial terms and the tender conditions of the applicable aggregate Exercise PriceEx-Field License Agreement during the Ex-Field License Agreement Negotiation Period, OPTION HOLDERthen either Party may, by providing written notice to the extent permitted by law and OPTION GRANTOR's organizational documentsother Party, and provided that initiate the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder “baseball” arbitration process set forth in Section 3 have been satisfied or waived, shall be deemed to be 13.4 (Baseball Arbitration) within *** after the holder of record conclusion of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that Ex-Field License Agreement Negotiation Period to determine those non-financial terms and conditions on which the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered Parties failed to OPTION HOLDERagree during the Ex-Field License Agreement Negotiation Period. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, Within *** after each Party has received the arbitration determination for the non-financial terms and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement conditions pursuant to Section 10.1 thereof13.4 (Baseball Arbitration), other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of GEHC will have the Merger right to elect by written notice to enter into such Ex-Field License Agreement upon or on such non-financial terms and conditions that were determined by arbitration and on those financial terms that were either agreed by the Parties during the continuance of a Trigger Event (Ex-Field License Agreement Negotiation Period or if, at determined by the expiration of independent valuation firm. In the event GEHC elects to enter into such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Ex-Field License Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this then the Parties will enter into and promptly execute such Ex-Field License Agreement or demand therefor has been made and not withdrawnon such terms.

Exercise of Option. (a) The OPTION GRANTOR Option Provided no Event of Default arising as a result of the failure to pay Minimum Rent has occurred and is continuing hereunder, Lessee shall have the option to purchase the Leased Property of one or more of the Facilities listed on Schedule 31.4 hereto at the applicable price designated for such Facility on Schedule 31.4, provided in no event shall Lessee have the right to acquire any Leased Property listed on Schedule 31.4 if the aggregate purchase price for all such Leased Properties acquired by Lesseehereunder exceeds $60,000,000. Lessee may be exercised by OPTION HOLDER, in whole exercise such option to purchase the Leased Property of one or in part, more of the Facilities at any time or during the Term from time to time and after the Merger Agreement becomes terminable November 1, 2014, by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing opening an escrow (the “Escrow”) by depositing a copy of the occurrence of any Trigger Eventthis Lease with a national title company reasonably acceptable to Lessor (“Escrow Holder”), it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER shall deliver to OPTION GRANTOR giving written notice (an "the “Option Exercise Notice"”) specifying the total number to Lessor of OPTION GRANTOR Shares it wishes to purchase. such deposit with Escrow Holder not later than thirty (iii30) Upon the giving by OPTION HOLDER to OPTION GRANTOR of the Exercise Notice and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date specified in the Option Exercise Notice for the closing of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereofpurchase, other than under circumstances which also constitute a Trigger Event under this Agreement; and (iii) 180 days following any termination if applicable, delivering to Lessor concurrently with the Option Exercise Notice a reaffirmation of each Guaranty executed by the applicable Guarantor stating, in substance, that such Guarantor’s obligations under such Guaranty shall extend to the purchase contract formed by Lessor and Lessee upon the exercise of such option. In the event that Lessee shall properly exercise such option, then the purchase shall be consummated on the date specified in the Option Exercise Notice, provided that Lessor and Lessee shall each have the right to postpone the same by up to ten (10)Business Days (such date, as the same may be so postponed, the “Outside Closing Date”). Provided no Event of Default arising as a result of the Merger Agreement upon failure to pay Minimum Rent has occurred and is continuing hereunder, Lessee shall be entitled to exercise the foregoing option to purchase the Leased Property of one or more of the Facilities by delivering one or more Option Exercise Notices (and complying with the other requirements set forth above) at any time during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDERperiods described herein. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn.

Exercise of Option. (a) The OPTION GRANTOR Option may only be exercised by OPTION HOLDERGenzyme, in whole or in part, at any time or from time to time time, after the date (i) the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could would entitle OPTION HOLDER Genzyme to a termination fee payment under Section 10.3(a10.4 of the Merger Agreement and (ii) assuming the Merger Agreement had been terminated (regardless of whether it is terminated), Genzyme in fact would become entitled to a payment under Section 10.4 of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), with any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER time being referred to herein as a the "Trigger Exercise Event"). (i) OPTION GRANTOR . Biomatrix shall notify OPTION HOLDER Genzyme promptly in writing of the occurrence of any Trigger the Exercise Event, it being understood that the giving of such notice by OPTION GRANTOR Biomatrix shall not be a condition to the right of OPTION HOLDER Genzyme to exercise the OPTION GRANTOR Option. (ii) . In the event OPTION HOLDER Genzyme wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER Genzyme shall deliver to OPTION GRANTOR Biomatrix a written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Option Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR of the Exercise Notice and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) acquire. Each closing of a purchase of OPTION GRANTOR Option Shares (a "Closing") shall occur at a place, on a date, date and at a time designated by OPTION HOLDER Genzyme in an Exercise Notice delivered at least two business days prior to the date of such Closing, which Closing shall be held at the Closingoffices of counsel to Genzyme. Upon the giving by Genzyme to Biomatrix of the Exercise Notice and payment of the aggregate Exercise Price with respect to the Option Shares specified in the Exercise Notice, and provided that the conditions set forth in Section 3 to Biomatrix's obligation to issue the Option Shares to Genzyme hereunder have been satisfied or waived, Genzyme shall be deemed to be the holder of record of the Option Shares issuable upon such exercise, notwithstanding that the stock transfer book of Biomatrix shall then be closed or that certificates representing such Option Shares shall not then be actually delivered to Genzyme. (b) Genzyme may pay the Exercise Price either by (i) cash in the form of a bank or cashier's check or by wire transfer to an account specified by Biomatrix or (ii) surrendering a portion of the Option with respect to such number of Option Shares as is determined by dividing (x) the aggregate Exercise Price payable in respect of the number of Option Shares being purchased in such manner by (y) the difference between (I) the Fair Market Value per share of Biomatrix Common Stock on the date of the Exercise Notice and (II) the per share Exercise Price. For purposes of this Agreement, the "Fair Market Value" of a share of Biomatrix Common Stock shall mean the closing price for a share of Biomatrix Common Stock on the New York Stock Exchange on the trading day immediately preceding the applicable date (or if Biomatrix Common Stock is not quoted on the New York Stock Exchange, on the principal trading market on which such shares are traded as reported by a recognized source). (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: of (i) the Effective Time of the Merger; Date, (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination the Exercise Event or (iii) 30 days after the date as of which an Exercise Event could no longer occur; provided, however, with respect to the Merger Agreement upon or during preceding clause (ii) of this sentence, that if the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgmentgovernment order or because the waiting period related to the issuance of the Option Shares under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, decreeas amended (the "HSR Act"), orderif applicable, law shall not have expired or regulationbeen terminated, ten then the Option shall not terminate until the tenth business days day after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn.

Exercise of Option. (a) The OPTION GRANTOR Option may be exercised by OPTION HOLDER, in whole or in part, if the Non-Affiliated Members shall at any time or from time desire to time after purchase the Merger Agreement becomes terminable entire Membership Interest of a Defaulting Member and its Affiliates, if any, when allowed so to do as the result of circumstances triggering the use of this Section 20.03. they may exercise said right and option to purchase a Defaulting Member and its Affiliates’ entire Membership Interest by OPTION HOLDER under circumstances which could entitle OPTION HOLDER giving written notice to a termination fee under all Members unequivocally stating that they exercising such right and option (said notice is hereinafter referred to as the “Exercise Notice”). Except as provided in the immediately following sentence of this Section 10.3(a20.03(b), the purchase price for said Defaulting Member and its Affiliates’ entire Membership Interest (said amount being hereinafter referred to as the “Default Purchase Price”) shall be an amount equivalent to seventy-five percent (75%) of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) value of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) Defaulting Member and its Affiliates’ Membership interest computed by utilization of the Merger Agreement Appraisal Procedure set forth on Exhibit D, with such Appraisal Procedure being used to determine the Appraised Value of the Project and the resulting value of a Member’s Membership Interest as set forth on Exhibit D (regardless the “Default Formula Price”). If the Appraised Value of whether the Merger Agreement is actually terminated or whether there occurs a closing Project as so determined, net of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary)outstanding Constructions Loans and/or Permanent Financing/Refinancing, any such event by which is less than the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). sum of all unreturned Initial Capital Contributions, Mandatory Contributions and Non-Required Contributions of the Members and accrued and unpaid Interest/Return thereon, the Default Purchase Price shall be the greater of (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. Default Formula Price and (ii) In an amount equal to the event OPTION HOLDER wishes amount that would be distributed to exercise the OPTION GRANTOR Option, OPTION HOLDER shall deliver Defaulting Member and its Affiliates upon a Capital Events Distribution in an amount equal to OPTION GRANTOR written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR Appraised Value of the Exercise Notice Project as so determined, net of any outstanding Constructions Loans and/or Permanent Financing/Refinancing. The Default Purchase Price, as determined under the two immediately preceding sentences, shall be adjusted pursuant to the provisions of Section 20.06 below. Said purchase shall be on the terms and pursuant to the procedures set forth herein and the tender closing of said transaction shall take place in accordance with the applicable aggregate Exercise Priceprovisions of Section 20.06 below. If Non-Affiliated Members do not exercise said right and option in the manner and within the time aforesaid, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, Non-Affiliated Members shall be deemed to be have waived said right and option to purchase, but only as to the holder specific default giving rise to said right and option to purchase, and not others, and the Non-Affiliated Members shall continue to have and enjoy the right and option to so purchase created under and by virtue of record this Article XX in all other, further and/or subsequent cases to which this Section 20.03 applies. As between the Non-Affiliated Members, they shall have the right to purchase the Defaulting Member and its Affiliates’ entire Membership Interest in proportion to their Profits Interests but without the inclusion of the OPTION GRANTOR Shares issuable upon such exerciseDefaulting Member and its Affiliates’ Profits Interests and if one or less than all Non-Affiliated Members do not desire to purchase the Defaulting Member and its Affiliates’ Membership Interest, notwithstanding that the stock transfer books Non-Affiliated Members so desiring to purchase shall have the right to purchase the entire (but no fractional portion of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (ivthe) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date Membership Interest of the ClosingDefaulting Member. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn.

Exercise of Option. (a) The OPTION GRANTOR Grantee may exercise the Option may on the exercise date, upon tender of full payment of the exercise price, with respect to all or any part of the number of Option Shares (then) exercisable in accordance with the vesting schedule set forth in Schedule I by giving the Secretary of Alliance written notice of intent to exercise. The notice of exercise shall specify the number of Option Shares as to which the Option is to be exercised and the date of exercise thereof, which date shall be at least five days after Alliance’s receipt of such notice unless an earlier time shall have been mutually agreed upon. (b) Full payment (in U.S. dollars) by OPTION HOLDERthe Grantee of the option price for the Option Shares purchased shall be made on or before the exercise date specified in the notice of exercise in cash, or, with the prior written consent of the Committee subject to approval by the Board, in whole or in partpart through the surrender of previously acquired shares of Stock, or shares that would otherwise be acquired upon Option exercise, at their fair market value on the exercise date. On the exercise date specified in the Grantee’s notice or as soon thereafter as is practicable, Alliance shall cause to be delivered to the Grantee, a certificate or certificates for the Option Shares then being purchased (out of theretofore unissued Stock or reacquired Stock, as Alliance may elect) upon full payment for such Option Shares. If at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) Board shall determine in its discretion, acting upon recommendation of the Merger Agreement (provided Committee, that the events specified in Section 10.3(a)(ii)(A) listing, registration or qualification of the Merger Agreement Option or the Option Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the Option or the issuance or purchase of Stock thereunder, the Option may not be exercised in whole or in part nor may stock be delivered, unless such listing, registration, qualification, consent or approval shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), been effected or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing obtained free of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR shall conditions not be a condition acceptable to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR of the Exercise Notice and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the ClosingCommittee. (c) The OPTION GRANTOR Option shall terminate upon If the earliest Grantee fails to occur of: (i) the Effective Time pay for any of the Merger; (ii) the termination of the Merger Agreement pursuant Option Shares specified in such notice or fails to Section 10.1 accept delivery thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of Grantee’s right to purchase such 180 day period, the OPTION GRANTOR Option cannot Shares may be exercised terminated by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDERAlliance. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn.

Exercise of Option. (a) The OPTION GRANTOR Option may option contained in this Extension Rider shall be exercised by OPTION HOLDERTenant, if at all, only in whole or in part, at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). following manner: (i) OPTION GRANTOR Tenant shall notify OPTION HOLDER promptly in writing deliver written notice to Landlord not less than fourteen (14) months prior to the expiration of the occurrence of any Trigger Event, it being understood initial Lease Term stating that the giving of such notice by OPTION GRANTOR shall not Tenant may be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. interested in exercising its option; (ii) In Landlord, after receipt of Tenant's notice, shall deliver notice (the event OPTION HOLDER "Option Rent Notice") to Tenant not less than thirteen (13) months prior to the expiration of the initial Lease Term setting forth Landlord's good-faith determination of the Fair Market Rental Rate for the Option Rent; and (iii) if Tenant wishes to exercise such option, Tenant shall, on or before the OPTION GRANTOR Optiondate (the "Exercise Date") which is the later of (A) the date occurring twelve (12) months prior to the expiration of the initial Lease Term, OPTION HOLDER shall deliver to OPTION GRANTOR and (B) the date occurring thirty (30) days after Tenant's receipt of the Option Rent Notice, exercise the option by delivering written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes thereof to purchase. (iii) Upon the giving by OPTION HOLDER Landlord, and upon and concurrent with such exercise, Tenant may, at its option, object to OPTION GRANTOR Landlord's determination of the Exercise Notice Fair Market Rental Rate for the Option Rent contained in the Option Rent Notice, in which case the parties shall follow the procedure and the tender of Fair Market Rental Rate for the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder Option Term shall be determined as set forth in Section 3 have been satisfied 4 below. If Tenant does not timely object to Landlord's determination of the Option Rent, Landlord's determination shall be conclusive and the arbitration procedures in Section 4 below shall not be applicable. Tenant's failure to deliver the Exercise Notice on or waived, before the Exercise Date shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any Tenant's waiver of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawnextension right hereunder.

Exercise of Option. Tenant shall have the right (athe "Renewal Option") The OPTION GRANTOR to extend the Term for one (1) period of five (5) Lease Years (a "Renewal Period") provided (i) Tenant gives written notice to Landlord of its election to exercise its Renewal Option may at least 270 days prior to the Expiration Date, (ii) Tenant specifies in such notice all amendments to the provisions of this Lease for the Renewal Period ("Proposed Amendments"), other than the amount of Base Rental which shall be exercised determined pursuant to Sections 28.2 through 28.4 below, inclusive), and (iii) no Event of Default exists beyond any applicable notice and cure period at the time Tenant exercises its Renewal Option. Tenant shall not make any Proposed Amendments except those that would conform this Lease to market based conditions then prevailing for buildings of comparable type and quality in the northern Virginia metropolitan area. Within ten (10) business days after Landlord's receipt of Tenant's renewal notice, Landlord shall notify Tenant of those Proposed Amendments, if any, acceptable to Landlord and of those Proposed Amendments that Landlord has rejected. If Landlord shall so reject any Proposed Amendments, Tenant shall have the right, by OPTION HOLDERwritten notice delivered to Landlord within five (5) business days after Tenant's receipt of Landlord's notice contemplated by the next preceding sentence, in whole or in part, at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) withdraw its exercise of the Merger Agreement Renewal Legend. If Landlord and Tenant shall mutually agree on which, if any, Proposed Amendments shall be included in this Lease for the Renewal Period (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being Proposed Amendments mutually agreed on are referred to herein as a "Trigger EventApproved Amendments"). (i) OPTION GRANTOR , then the parties shall notify OPTION HOLDER promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition commence to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR of the Exercise Notice and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documentsnegotiate, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business within 30 days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day periodthereafter reach agreement on, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgmentfinal form of, decree, order, law or regulation, ten business days after an Amendment to this Lease providing for such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDERApproved Amendments. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn.

Exercise of Option. (a) The OPTION GRANTOR Option may be exercised by OPTION HOLDERParent, in whole or whole, but not in part, at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER is terminated and the Company has become obligated to a termination fee under Section 10.3(a) of pay the Merger Agreement Termination Fee (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). (i) OPTION GRANTOR The Company shall notify OPTION HOLDER Parent promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR the Company shall not be a condition to the right of OPTION HOLDER Parent to exercise the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER Parent wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER Parent shall deliver to OPTION GRANTOR the Company written notice thereof (an the "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase). (iii) Upon the giving by OPTION HOLDER Parent to OPTION GRANTOR the Company of the Exercise Notice and the tender of the applicable aggregate Exercise Price, OPTION HOLDERParent, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTORthe Company's obligation to issue the OPTION GRANTOR Company Shares to OPTION HOLDER Parent hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Company Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR the Company shall then be closed or that certificates representing such OPTION GRANTOR the Company Shares shall not then be actually delivered to OPTION HOLDERParent. (iv) Each The closing of a the purchase of OPTION GRANTOR Company Shares (a the "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER Parent in an the Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time Date of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 9.1 thereof other than pursuant to (x) Section 9.1(g) thereof, other than under circumstances which also constitute a Trigger Event under this Agreement(y) 9.1(j) thereof or (z) if an Acquisition Proposal with respect to the Company has been publicly disclosed to the shareholders of the Company (and not withdrawn or terminated) prior to the Company Meeting, Section 9.1(c) thereof; (iii) 180 days to the extent that (x) an Acquisition Proposal with respect to the Company has been publicly disclosed to the shareholders of the Company (and not withdrawn or terminated) prior to the Company Meeting, (y) the Merger Agreement is terminated pursuant to Section 9.1(c) thereof and (z) the Company does not enter into any agreement providing for the consummation of an Acquisition Proposal with respect to the Company (it being understood that no confidentiality agreement with respect to an Acquisition Proposal shall constitute such an agreement) and no Acquisition Proposal with respect to the Company shall have been consummated, in each case, during the twelve month period following any the termination of the Merger Agreement upon or during Agreement, twelve months after the continuance date of such termination; and (iv) 30 days following a Trigger Event (or if, at the expiration of such 180 30 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iiiiv) later than May 10, 1998180 days following such Trigger Event); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised and shall terminate if (ix) OPTION HOLDER any of the representations and warranties of Parent contained in this Company Stock Option Agreement or the Merger Agreement, which are qualified as to materiality, were or shall be inaccurate in any respect, or any of the representations and warranties of Parent contained herein or therein, which are not so qualified, were or shall be inaccurate in any material respect, in each case, (1) when made, (2) as of the date of any termination of the Merger Agreement and (3) as of the date of any purported exercise of the Option, in the case of clauses (2) and (3), as if made as of the date of such termination or purported exercise, respectively (except for representations and warranties that by their express provisions are made as of a specific date or dates, which shall only be deemed inaccurate to the extent that they were or shall have been inaccurate at such times as stated therein), or (y) at the time of termination of the Merger Agreement or any purported exercise of the Option, Parent is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this the Merger Agreement or in the Merger this Company Stock Option Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn.

Exercise of Option. (a) The OPTION GRANTOR Option may be exercised by OPTION HOLDER, in whole or in part, at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition Subject to the right other terms and provisions of OPTION HOLDER to exercise this Agreement, the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER Options shall deliver to OPTION GRANTOR be exercisable by written notice timely given to Unocal by the Optionee (an the "Exercise Notice"), which notice (i) specifying shall state the total number of OPTION GRANTOR Shares it wishes that the Optionee then desires to purchase, and (ii) shall be accompanied by payment in full of the Option Price for each of such Shares. Unless Unocal and Optionee shall have made mutually acceptable alternative arrangements, payment of the Option Price shall be made in cash or by surrender of Shares owned by the Optionee (the "Payment Shares"), the aggregate Fair Market Value of which shall be credited against the Option Price; provided, however, that in lieu of actually tendering the Payment Shares, the Optionee may make a constructive exchange by relinquishing Shares ("Constructive Exchange") represented by the then exercisable portion of the Options hereby granted, as set forth in subsection (b) of this Section. (iiib) Upon The Optionee shall notify Unocal in writing of any election to pay all or a portion of the giving by OPTION HOLDER to OPTION GRANTOR Option Price using a Constructive Exchange (which notice may be included in the Exercise Notice). Such notice shall specify the portion of the Exercise Notice and Price which is to be paid by the tender Constructive Exchange. Upon receipt of such notice, Unocal shall compute the number of Shares deemed to be relinquished in the Constructive Exchange (the "Relinquished Shares") which shall be equal to (A) the portion of the applicable aggregate Exercise PricePrice which is to be paid by the Constructive Exchange, OPTION HOLDER, to divided by (B) the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Fair Market Value per Share. The Relinquished Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a dateconstructively exchanged, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior accordingly, Unocal shall issue to the date Optionee a net number of Shares equal to (i) the Closingnumber of Shares subject to the option exercise for which the Constructive Exchange is being exercised, less (ii) the Relinquished Shares. Upon any Constructive Exchange, the Options shall terminate as to the Relinquished Shares and the Company shall have no further obligation to issue and deliver any Relinquished Shares pursuant hereto. (c) The OPTION GRANTOR Option Unless Unocal and Optionee shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or ifmake mutually acceptable alternative arrangements, at the expiration time of such 180 day periodexercise of the Options, the OPTION GRANTOR Option cannot Optionee shall pay to Unocal (or the Company, if so directed by Unocal) any federal, state and local taxes required by law to be exercised by reason of any applicable judgment, decree, order, law paid or regulation, ten business days after withheld in connection with such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDERexercise. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn.

Exercise of Option. (a) The OPTION GRANTOR Parent may exercise the Option may be exercised by OPTION HOLDERfor any reason, in whole or in part, at any time or part and from time to time if, but only if, after giving effect to the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) exercise of the Option and as a result of such exercise, the number of shares of Company Common Stock then owned by Parent and Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) Sub will represent at least 90% of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) shares of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event")Company Common Stock then outstanding. (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (iib) In the event OPTION HOLDER wishes that Parent desires to exercise the OPTION GRANTOR OptionOption on the terms and conditions set forth in Section 2(a) hereof, OPTION HOLDER it shall deliver to OPTION GRANTOR the Company a written notice (such notice being herein referred to as an "Exercise Notice" and the date of issuance of an Exercise Notice being herein referred to as the "Notice Date") specifying (i) the total number of OPTION GRANTOR Option Shares it wishes desires to purchase pursuant to such exercise and (ii) a place and date, not earlier than three (3) business days nor later than ten (10) business days after the Notice Date, for the closing of such purchase (the "Option Closing Date"); provided, that if the closing of the purchase and sale pursuant to the Option (the "Option Closing") cannot be consummated by reason of any applicable decree, injunction or order, then to the extent such decree, injunction or order is temporary or appealable, the period of time that otherwise would run pursuant to this Section 2(b) shall run instead from the date on which such restriction on consummation has expired or been terminated; and provided further, without limiting the foregoing, that if, in the reasonable opinion of Parent, prior notification to or approval of any regulatory agency is required in connection with such purchase, the Company or Parent, as the case may be, shall promptly file the required notice or application for approval and shall expeditiously process the same and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which any required notification periods have expired or been terminated or such approvals have been obtained and any requisite waiting period or periods shall have passed. (iiic) At the Option Closing, Parent shall pay to the Company the aggregate Option Price for the number of shares of Company Common Stock being purchased pursuant to the exercise of the Option in immediately available funds by wire transfer to a bank account designated by the Company; provided, that failure or refusal of the Company to designate such a bank account shall not preclude Parent from exercising the Option by delivering a bank check in the amount of the aggregate Option Price to the Company at the address set forth in the Merger Agreement for the Company no later than the Option Closing Date. (d) At the Option Closing, simultaneously with the delivery of immediately available funds or bank check in the amount of the aggregate Option Price as provided in Section 2(c) hereof, the Company shall deliver to Parent a certificate or certificates representing the number of Option Shares purchased by Parent. If at the time of issuance of any Option Shares pursuant to an exercise of the Option hereunder, the Company shall have issued any rights or other securities which are attached to or otherwise associated with the Company Common Stock, then each Option Share issued pursuant to such exercise shall also represent such rights or other securities with terms substantially the same as and at least as favorable to Parent as are provided to stockholders generally and, if applicable, under any stockholder rights agreement or similar agreement of the Company then in effect. (e) Certificates for Option Shares delivered at an Option Closing hereunder may be endorsed with a restrictive legend that shall read substantially as follows: "THE SECURITIES OFFERED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM." It is understood and agreed that the reference to the resale restrictions of the Securities Act of 1933, as amended (the "Securities Act"), in the above legend shall be removed by delivery of substitute certificate(s) without such reference if Parent shall have delivered to the Company a copy of a letter from the staff of the Securities and Exchange Commission (the "SEC"), or an opinion of counsel reasonably satisfactory to the Company, to the effect that registration of the future resale of the Option Shares is not required and that such legend is not required for purposes of the Securities Act. (f) Upon the giving delivery by OPTION HOLDER Parent to OPTION GRANTOR the Company of the Exercise Notice Notice, and the tender delivery of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted Option Price by law and OPTION GRANTOR's organizational documents, and wire transfer or by bank check as provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived2(c) hereof, Parent shall be deemed to be the holder of record of the OPTION GRANTOR Option Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR the Company shall then be closed or that certificates representing such OPTION GRANTOR Option Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing Parent or the Company shall have failed or refused to designate the bank account described in Section 2(d). The Company shall pay all expenses that may be payable in connection with the preparation, issuance and delivery of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event stock certificates under this Agreement; (iii) 180 days following any termination Section 2 in the name of Parent. Parent shall pay all expenses that may be payable in connection with the Merger Agreement upon issuance and delivery of stock certificates or during a substitute option agreement in the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason name of any applicable judgmentassignee, decree, order, law transferee or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR designee of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDERParent. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn.

Exercise of Option. Subject to the earlier expiration of this Option as herein provided, this Option may be exercised, by written notice to the Company at its principal executive office addressed to the attention of its Vice President and Secretary, at any time and from time to time beginning six months after the date of grant hereof. This Option is not transferable otherwise than by will or the laws of descent and distribution or pursuant to a "qualified domestic relations order" as defined by the Code. The foregoing notwithstanding, while serving as a member of the Company's Board of Directors, Director may, in Director's sole discretion but subject to compliance with such rules and procedures as the Company may establish, transfer this Option (aor a portion thereof) The OPTION GRANTOR to Director's spouse, children, or grandchildren (including adopted and step children and grandchildren) ("Immediate Family"), or to a trust solely for the benefit of Director and members of Director's Immediate Family, or to a partnership or limited liability company whose only partners or shareholders are Director and members of Director's Immediate Family. Director's rights under this Agreement shall pass to the transferee and such transferee may exercise this Option (or such portion thereof as has been transferred) and all rights granted by this Agreement to the extent Director was entitled to exercise this Option during Director's lifetime, or in the event of Director's death, to the extent this Option would have been exercisable by Director's beneficiaries or heirs had this Options not been transferred prior to death. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this Option or of such rights contrary to the provisions hereof or in the Plan, or upon the levy of any attachment or similar process upon this Option or such rights, this Option and such rights shall immediately become null and void. Except as provided above, this Option may be exercised only while Director remains a director of the Company, subject to the following exceptions: (a) If Director dies while serving as a member of the Board of Directors of the Company, Director's estate, or the person who acquires this Option by OPTION HOLDERwill or the laws of descent and distribution or otherwise by reason of the death of Director, may exercise this Option in whole or in part, full at any time prior to the Expiration Date (as defined below) or from time to time after within three years following the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) date of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurredDirector's death, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement whichever is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event")shorter. (ib) OPTION GRANTOR shall notify OPTION HOLDER promptly If Director's service on the Board terminates for any reason other than death, this Option may be exercised in writing full by Director at any time prior to the Expiration Date or within three years following such termination of service, whichever is shorter, or by Director's estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the occurrence death of any Trigger Event, it being understood that Director) during the giving remainder of the foregoing period if Director dies during such notice by OPTION GRANTOR period. This Option shall not be a condition exercisable in any event prior to the right expiration of OPTION HOLDER to exercise six months from the OPTION GRANTOR Option. date of grant hereof or after the expiration of ten years from the date of grant hereof (ii) In the event OPTION HOLDER wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (an "Exercise NoticeExpiration Date") specifying notwithstanding anything hereinabove contained. The purchase price of shares as to which this Option is exercised shall be paid in full at the total time of exercise (a) in cash (including check, bank draft or money order payable to the order of the Company), (b) by delivering to the Company shares of Stock having a fair market value equal to the purchase price and which shares, if acquired from the Company, have been held by Director for more than six months, or (c) by a combination of cash or Stock. Payment may also be made by delivery (including by facsimile transmission) to the Company of an executed irrevocable option exercise form, coupled with irrevocable instructions to a broker-dealer designated by the Company to simultaneously sell a sufficient number of OPTION GRANTOR Shares it wishes the shares as to purchase. (iii) Upon which the giving by OPTION HOLDER option is exercised and deliver directly to OPTION GRANTOR the Company that portion of the Exercise Notice and sales proceeds representing the tender exercise price. No fraction of a share of Stock shall be issued by the Company upon exercise of an Option or accepted by the Company in payment of the applicable aggregate Exercise Pricepurchase price thereof; rather, OPTION HOLDER, Director shall provide a cash payment for such amount as is necessary to effect the extent permitted by law issuance and OPTION GRANTOR's organizational documents, acceptance of only whole shares of Stock. Unless and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied until a certificate or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shares shall have been removed issued by the Company to Director, Director (or the person permitted to exercise this Option in the event of Director's death) shall not be or have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR any of the Trigger Payment set forth in Section 5 rights or privileges of a shareholder of the Company with respect to shares acquirable upon an exercise of this Agreement to OPTION HOLDEROption. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn.

Exercise of Option. For a Note to be so purchased at the option of the Holder, the Paying Agent must receive such Note duly endorsed for transfer, together with a written notice of purchase (a “Fundamental Change Purchase Notice”) in the form entitled “Form of Fundamental Change Purchase Notice” on the reverse thereof duly completed, on or before the 35th day after the date of the Company Notice of the occurrence of such Fundamental Change, subject to extension to comply with applicable law. The Fundamental Change Purchase Notice shall state: (a) The OPTION GRANTOR Option may if certificated, the certificate numbers of the Notes which the Holder shall deliver to be exercised by OPTION HOLDERpurchased; (b) the portion of the Principal Amount of the Notes which the Holder shall deliver to be purchased, which portion must be $1,000 in Principal Amount or an integral multiple thereof; (c) that such Notes shall be purchased as of the Fundamental Change Purchase Date pursuant to the terms and conditions specified in paragraph 7 of the Notes and in this Supplemental Indenture; and (d) if the Company elects, pursuant to a Company Notice, to pay the Fundamental Change Purchase Price, in whole or in part, at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) in Common Stock but such portion of the Merger Agreement (provided that the events specified Fundamental Change Purchase Price shall ultimately be payable to such Holder in Section 10.3(a)(ii)(A) Cash because any of the Merger Agreement conditions to the payment of the Fundamental Change Purchase Price in Common Stock are not satisfied prior to or on the Fundamental Change Purchase Date, as set forth herein, whether such Holder elects (x) to withdraw such Fundamental Change Purchase Notice as to some or all of the Notes to which such Fundamental Change Purchase Notice relates (stating the Principal Amount and certificate numbers of the Notes as to which such withdrawal shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurredrelate), or Section 10.3(b(y) to receive Cash in respect of the Merger Agreement entire Fundamental Change Purchase Price for all Notes (regardless or portions thereof) to which such Fundamental Change Purchase Notice relates. If a Holder, in such Holder’s Fundamental Change Purchase Notice (and in any written notice of whether withdrawal of a portion of a Holder’s Notes previously submitted for purchase pursuant to a Fundamental Change Purchase Notice, the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiaryportion that remains subject to the Fundamental Change Purchase Notice), any fails to indicate such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition Holder’s choice with respect to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER wishes to exercise the OPTION GRANTOR Optionforegoing election, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR of the Exercise Notice and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, such Holder shall be deemed to be the holder have elected to receive Cash in respect of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not all Notes subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or such Fundamental Change Purchase Notice in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawncircumstances described in the preceding sentence.

Exercise of Option. Tenant shall have the right, to renew the Term for all of the Premises for a single renewal term (the "Renewal Term") of five (5) years by notice (the "Renewal Notice") delivered to Landlord not less than 18 months prior to the Expiration Date, time being of the essence; provided, however, that (a) The OPTION GRANTOR Option may Tenant shall not be exercised by OPTION HOLDER, in whole or in part, at default under any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) of the Merger Agreement terms, covenants or conditions of this Lease either on the date the Renewal Notice is given or on the Renewal Term Commencement Date (provided that as hereinafter defined), and (b) the events specified Named Tenant shall not have assigned this Lease, and shall be in Section 10.3(a)(ii)(A) occupancy of at least 80% of the Merger Agreement rentable area of the Premises, provided, further, however, that if Named Tenant shall be in occupancy of at least 90% of the rentable area of the 23rd Floor Premises, Named Tenant shall have occurredthe right, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) notwithstanding any of the Merger Agreement (regardless of whether foregoing to the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary)contrary, any to renew the Term for such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing full floor of the occurrence of any Trigger Event, it being understood that Premises in accordance with the terms hereof. Upon the giving of such notice by OPTION GRANTOR the Renewal Notice (which Renewal Notice shall not be a condition to specify the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER wishes to exercise the OPTION GRANTOR Optionspace being renewed), OPTION HOLDER shall deliver to OPTION GRANTOR written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR this Lease in respect of the Exercise Notice and Premises or the tender of 23rd Floor Premises, as the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waivedcase may be, shall be deemed to be renewed for the holder of record Renewal Term with the same force and effect as if the Renewal Term had originally been included in the Term. The Renewal Term shall commence on the day after the Expiration Date (the "Renewal Term Commencement Date") and shall terminate on the day preceding the fifth (5th) anniversary of the OPTION GRANTOR Shares issuable upon Renewal Term Commencement Date or such exerciseearlier date as this Lease shall terminate pursuant to any of the terms of this Lease. If Tenant renews the Term in respect of the 23rd Floor Premises only, notwithstanding that the stock transfer books of OPTION GRANTOR Tenant shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following Renewal Term Commencement Date close any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or slab penetrations in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawnPremises.

Exercise of Option. (a) The OPTION GRANTOR Option may Optionee shall notify the Grantor by registered or certified mail, return receipt requested, addressed to its principal office (Attn: Chief Financial Officer), as to the number of shares of Common Stock which Optionee desires to purchase pursuant to the options herein granted, which notice shall be exercised accompanied by OPTION HOLDERpayment (by bankcheck, in whole certified check or in part, at any time or from time by delivery of shares of the Grantor's Common Stock having a fair market value equal to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(apurchase price) of the Merger Agreement (provided that the events option price therefor as specified in Section 10.3(a)(ii)(A) Paragraph 2 above. As soon as practicable thereafter, the Grantor shall cause to be delivered to the Optionee certificates issued in the Optionee's name evidencing the shares of Common Stock purchased by the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event")Optionee. (ib) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing If the aggregate fair market value of all the stock with respect to which Incentive Stock Options are exercisable for the first time by the Optionee during any calendar year and all Incentive Stock Option plans of the occurrence of Grantor, any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR predecessor of the Exercise Notice and Grantor, its parent or subsidiaries, exceeds $100,000.00, the tender grant of the applicable aggregate Exercise Price, OPTION HOLDERIncentive Stock Options hereunder shall not, to the extent permitted by law and OPTION GRANTOR's organizational documentsof such excess, and be deemed a grant of Incentive Stock Options but will instead be deemed the grant of Non-Qualified Stock Options under the Plan. For purpose of this paragraph, the fair market value of the stock with respect to which an Incentive Stock Option is exercisable shall be the value of such stock at the time that specific option is granted as provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth for in Section 3 have been satisfied or waived, shall be deemed to be the holder of record 422(c)(7) of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the ClosingCode. (c) The OPTION GRANTOR Option shall terminate upon the earliest Subject to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day periodparagraph 4 below, the OPTION GRANTOR Option cannot Incentive Stock Options granted hereunder may be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment the Optionee as follows: options corresponding to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause twenty-five percent (iii25%) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 share are exercisable at any time after the first anniversary date hereof and through the Termination Date; options corresponding to the next twenty-five percent (25%) of this Agreement the shares are exercisable at any time after the third anniversary date hereof and through the Termination Date; and options corresponding to OPTION HOLDERthe last twenty-five percent (25%) are exercisable at any time after the fourth anniversary date hereof and through the Termination Date. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn.

Exercise of Option. Provided that as of the time of the giving of the extension Notice (hereinafter defined) and the commencement date of the extension term (a) The OPTION GRANTOR Option may be exercised by OPTION HOLDERSubtenant is the Subtenant originally named herein, in whole (b) no Event of Default has occurred beyond any applicable cure period or in part, at any would exist but for the passage of time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER wishes to exercise the OPTION GRANTOR Optionnotice, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR of the Exercise Notice and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documentsor both, and provided that (c) the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder Sublandlord has not exercised its Acceleration Option as set forth in Section 3 4 of Exhibit F of the Lease, Subtenant has the right to contact Sublandlord as of June 1, 2017, to inquire if Sublandlord intends to exercise its Acceleration Option. In the event Sublandlord elects not to exercise the Acceleration Option, then Subtenant shall have been satisfied or waivedthe right to extend the Sublease Term (the “Extension Option”) until December 31, 2023 (the “Extended Expiration Date”). To exercise such Extension Option, Subtenant shall give Sublandlord written notice (the “Notice”) of such election before July 15, 2017. Such extension term shall commence July 1, 2018 and shall be deemed on the same terms and conditions as set forth in this Sublease, except that (i) Base Rent during the extension term shall be pursuant to be Section 2(a)(i) for the holder of record of extension term; (ii) Subtenant shall have no further renewal or extension option; (iii) Sublandlord shall sublease to Subtenant the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. Sublease Space in their then-current condition; (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") Sublandlord shall occur at a placenot provide to Subtenant any allowances, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warrantiesabated rent, or in material breach of any of its covenants other tenant inducements; and (v) Subtenant shall remove the Furniture on or agreements, contained in this Agreement or in before the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawnExtended Expiration Date.

Exercise of Option. (a) The OPTION GRANTOR Option may options set forth herein shall be exercised as follows: 1. On or after December 1, 2027, but prior to June 1, 2028, time being of the essence with respect thereto, Land Owner shall have the option, upon written notice to Building Owner, to require Building Owner to admit Land Owner as a fifty percent (50%) owner in Building Owner in exchange for the conveyance by OPTION HOLDERLand Owner of the Land and all of Land Owner's interest in the Ground Lease to Building Owner, subject to and in whole accordance with the terms of this Agreement. Failure to so timely elect shall be deemed a waiver of Land Owner's option to so elect. 2. If Land Owner has not exercised its option as set forth in SECTION 2(A), on or after September 1, 2028, but prior to March 1, 2029, time being of the essence with respect thereto, Building Owner shall have the option, upon written notice to Land Owner to require Land Owner to convey the Land and all of Land Owner's interest in partthe Ground Lease to Building Owner in exchange for the admission of Land Owner as a fifty (50%) owner in Building Owner, at any time or from time subject to time and in accordance with the terms of this Agreement. Failure to so timely elect shall be deemed a waiver of Building Owner's option to so elect. 3. Within ninety (90) days after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) exercise of either of the Merger options set forth in SECTIONS 2(A) or 2(B), above, unless the parties agree otherwise, Building Owner shall deliver to Land Owner a form of amended and restated Operating Agreement for Building Owner (the "JVA") setting forth the terms upon which the Joint Venture shall be operated from and after the Option Effective Date. The JVA shall incorporate the terms and conditions set forth on EXHIBIT A annexed hereto, and such other terms which are mutually agreeable to the parties or which are determined by arbitration as provided that herein. Within such ninety (90) day period, Building Owner shall also deliver to Land Owner, to the events specified in Section 10.3(a)(ii)(A) extent not previously provided to Land Owner or its Affiliates, copies of the Merger Agreement shall have occurred, although the events specified documents described in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). clauses (i) OPTION GRANTOR shall notify OPTION HOLDER promptly and (ii) below together with schedules or statements containing the information described in writing clauses (iii), (iv) and (v) below (collectively, the "DUE DILIGENCE DOCUMENTS"): 1. Unaudited copies of the occurrence most recent financial statements of any Trigger EventBuilding Owner, certified by Building Owner, or, if previously prepared by or for Building Owner, audited copies of such financial statements (it being understood that Building Owner shall be under no obligation to cause audited financial statements to be prepared), together with statements of cash flow as well as such other information about the giving operations and financial condition of such notice Building Owner as Land Owner shall reasonably request and as shall be in Building Owner's possession or control (collectively, the "FINANCIAL STATEMENTS"). Each of the Financial Statements shall be dated as of a date which is not more than twelve (12) months prior to the date the same are delivered to Land Owner. 2. All material contracts, abstracts of insurance policies (abstracting all terms and conditions relating to the Project) and other material documents and agreements to which Building Owner is a party, or which benefit or burden Building Owner or the Building and are in Building Owner's possession or control, and which will not be terminated as of the Option Effective Date. 3. A description of all litigation and arbitration, pending or threatened in writing, to Building Owner's knowledge, against Building Owner or the Building. 4. A list of employees of Building Owner and their positions and salaries. 5. A statement as to the organizational structure of the Building Owner. The Due Diligence Documents shall be accompanied by OPTION GRANTOR a certificate of Building Owner, dated as of the date on which the Due Diligence Documents are delivered (a "DUE DILIGENCE CERTIFICATE") stating that (x) the Financial Statements required to be delivered to Land Owner pursuant to clause (i) above are, to Building Owner's best knowledge, true, accurate and complete in all material respects as of the date made (which date shall not be a condition more than twelve (12) months prior to the right date the same are delivered to Land Owner) and that, to Building Owner's best knowledge, there have been no material adverse changes to the matters set forth therein since the date thereof (or alternatively, setting forth any such material adverse change in reasonable detail), (y) that the schedules and other information required to be delivered to Land Owner pursuant to clauses (iii), (iv) and (v) above are true, accurate and complete in all material respects, and (z) Building Owner has delivered to Land Owner true and complete copies of OPTION HOLDER all documents required to exercise the OPTION GRANTOR Option. be delivered to Land Owner pursuant to clause (ii) In the event OPTION HOLDER wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER above. 4. Building Owner shall deliver to OPTION GRANTOR written notice Land Owner annually, within ten (an "Exercise Notice"10) specifying Business Days after the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR anniversary of the Exercise Notice and the tender date on which either of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth options in Section 3 have been satisfied 2(a) or waivedSection 2(b) was exercised but not after the Option Effective Date, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exerciseupdated Financial Statements, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall dated not then be actually delivered to OPTION HOLDER. more than twelve (iv12) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days months prior to the date of delivery, and other Due Diligence Documents to the Closing. extent not previously delivered or necessary to reflect changes to prior Due Diligence Documents previously delivered, and an updated Due Diligence Certificate with respect to the items so delivered. In addition to the annual updates referred to in the previous sentence, on the Option Effective Date, Building Owner shall deliver updated Financial Statements, dated not more than twelve (c12) The OPTION GRANTOR months prior to the date of delivery, and other Due Diligence Documents to the extent not previously delivered or necessary to reflect changes to prior Due Diligence Documents previously delivered and an updated Due Diligence Certificate, and thereafter, within ninety (90) days after the Option Effective Date, Building Owner shall terminate upon the earliest to occur of: (i) the Effective Time deliver Financial Statements as of the Merger; (ii) the termination Option Effective Date accompanied by a Due Diligence Certificate with respect to such Financial Statements dated as of the Merger Agreement date that such Financial Statements are delivered. Notwithstanding anything contained herein to the contrary, Land Owner shall be under no obligation to transfer its interest in the Land to Building Owner as provided herein until Building Owner has delivered to Land Owner all material Due Diligence Documents and Due Diligence Certificates required pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under 2(c) above and this Agreement; Section 2(d) to the extent required to be delivered on or before the Option Effective Date (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option canit being understood and agreed that Building Owner shall not be exercised in default hereunder and Land Owner shall be not be entitled to refuse to transfer its interest in the Land by reason of any applicable judgmentprevious failure of Building Owner to timely deliver such Due Diligence Documents and Due Diligence Certificates as required hereunder unless Land Owner notified Building Owner of such failure and such failure has not been remedied on or prior to the Option Effective Date). 5. Land Owner and Building Owner shall, decreein the ninety (90) day period succeeding the date of delivery of the JVA pursuant to SECTION 2(C), ordernegotiate in good faith the terms of the JVA, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appealthe terms of this Agreement and EXHIBIT A hereto. Any dispute relating to the terms and provisions of the JVA which is not resolved by the end of such ninety (90) day period shall be submitted to arbitration for resolution pursuant to SECTION 4, but below. 6. On the Option Effective Date, the following shall simultaneously occur 1. Land Owner shall convey the Land and all of Land Owner's interest in no event under the Ground Lease to Building Owner by Bargain and Sale Deed with Covenant against Grantor's Acts; 2. The JVA shall be executed and delivered by Land Owner and Building Owner Member and Land Owner shall be admitted pursuant thereto as a 50% owner in the Joint Venture in accordance with the terms of this clause (iii) later than May 10Agreement and the JVA; 3. Land Owner and Building Owner shall prepare, 1998)execute and deliver such transfer tax and other forms and documents which are reasonably required to effect the transaction contemplated hereby; and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid 4. Land Owner and Building Owner shall each pay their respective costs and expenses pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawnSECTION 6 below.

Exercise of Option. (a) The OPTION GRANTOR Option Parent may be exercised by OPTION HOLDERexercise the ------------------ Option, in whole or in part, at any time or from time to time during the period (the "Option Period") from and including the date hereof through and including the earlier of (x) the Effective Time and (y) the date that is six months after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances date on which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated pursuant to Sections 8.1(d)(i) or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by 8.1(e)(i) thereof and (z) the date that is 90 days after the date on which the Merger Agreement becomes so terminable is terminated pursuant to Section 8.1(e)(iii) thereof; provided, however, that the Option shall terminate with respect to any -------- ------- Subject Shares that are tendered pursuant to the Offer and purchased by OPTION HOLDER being referred Purchaser thereunder. Notwithstanding anything in this Agreement to herein the contrary, Parent shall be entitled to purchase all Subject Shares in respect of which it shall have exercised the Option in accordance with the terms hereof prior to the expiration of the Option Period, and the expiration of the Option Period shall not affect any rights hereunder which by their terms do not terminate or expire prior to or as a "Trigger Event")of such expiration. (ib) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER If Parent wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER it shall deliver to OPTION GRANTOR Stockholder a written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR of the Exercise Notice and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: effect which specifies (i) the Effective Time number of the Merger; Subject Shares to be purchased from Stockholder and (ii) a date (an "Option Closing Date") not earlier than three business days after the termination date such Exercise Notice is delivered for the consummation of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration purchase and sale of such 180 day period, Subject Shares (an "Option Closing"). If the OPTION GRANTOR Option Closing cannot be exercised effected on the Option Closing Date specified in the Exercise Notice by reason of a preliminary or final injunction or any other applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise or because any applicable waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), shall not have expired or been removed or shall have become final and not subject to appealterminated, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach Stockholder shall promptly take all such actions as may be requested by Parent, and shall otherwise fully cooperate with Parent, to cause the elimination of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in all such impediments to the Merger Agreement, or Option Closing and (ii) a Trigger Payment has been paid pursuant the Option Closing Date specified in the Exercise Notice shall be extended to Section 5 the fifth business day following the elimination of this Agreement or demand therefor has been made all such impediments. The place of the Option Closing shall be at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and not withdrawnthe time of the Option Closing shall be 10:00 a.m. (New York Time) on the Option Closing Date.

Exercise of Option. (a) The OPTION GRANTOR Option may be exercised by OPTION HOLDER, in Fairfax as a whole or together with the Remaining Options but not in part, at any time or from time prior to time after 5:00 p.m. (Toronto time) on the seventh calendar day following the termination of the Merger Agreement, provided, that Fairfax may not exercise the Option if the Company has terminated the Merger Agreement becomes terminable after notice to Fairfax of a breach by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) Fairfax of the Merger Agreement (provided that which has not been cured by Fairfax within the events time specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Fairfax Termination Event"). (b) If prior to the termination of the Merger Agreement, there shall have been made an announcement by a third party or notice by the Company to Fairfax of a Competing Offer, as that term is defined in Section 8.01(d) of the Merger Agreement, and the Merger Agreement is terminated, Fairfax may elect to (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. Option pursuant to paragraph (a) of this Section 2.02 or (ii) In within seven calendar days after such termination inform the event OPTION HOLDER wishes to Stockholder in writing that it will not exercise the OPTION GRANTOR Option, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (an "Exercise Notice") specifying Option but will participate in the total number proceeds received by the Stockholder from any consummation of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR any sale of the Exercise Notice and the tender Stockholder's Shares (pursuant to such Competing Offer or otherwise) that closes within one year after termination of the applicable aggregate Exercise Price, OPTION HOLDER, Merger Agreement by receiving from the Stockholder the Participation Amount as defined in this paragraph (b). The Stockholder will promptly upon receipt by it pay to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record Fairfax all of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that proceeds (net of expenses and transfer taxes) it receives from the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date sale of the ClosingStockholder's Shares in excess of U.S.$7.50 per Share subject to a maximum payment of U.S.$2.00 per Share (the "Participation Amount"). (c) The OPTION GRANTOR Option If Fairfax decides to exercise the Option, Fairfax shall terminate upon send a written notice to the earliest Stockholder of its intention to occur of: exercise the Option, specifying the place, the time and the date (ithe "Closing Date") the Effective Time of the Merger; closing (iithe "Closing") the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances purchase. The Closing Date shall occur on the fifth business day after the date on which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDERnotice is delivered. (d) Notwithstanding At the foregoingClosing, the OPTION GRANTOR Option may not be exercised if Stockholder shall deliver to Fairfax (ior its designee) OPTION HOLDER is all of the Shares by delivery of a certificate or certificates evidencing the Shares duly endorsed to Fairfax or accompanied any stock powers duly executed in material breach favor of any of its representations or warrantiesFairfax, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made with all necessary stock transfer stamps and not withdrawnsignature guarantees affixed.