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. 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 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. (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. (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. 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 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 be exercised by OPTION HOLDERTo exercise an option granted in Section 9.01 hereof, in whole or in part, at any time or from time the Borrower shall give written notice to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances Trustee which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) shall designate therein the principal amount 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)Bonds to be caused to be redeemed, 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 paid in accordance with Section 9.01 of the OPTION GRANTOR Shares issuable upon Indenture and, in the event a redemption of Bonds is to be effected, such exercisenotice shall be given to the Trustee not less than five Business Days (as defined in the Indenture) prior to the day on which the Trustee shall be required to give notice of any such redemption and shall specify therein (i) the date or dates of redemption, notwithstanding that and (ii) the stock transfer books applicable redemption provision of OPTION GRANTOR the Indenture. The exercise of an option granted in Section 9.01 hereof shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then revocable by the Borrower at any time before the receipt by the Trustee of the Repayment Installments to be actually delivered to OPTION HOLDERprepaid. (ivb) Each closing Upon receipt of a purchase notice furnished pursuant to this Section 9.02, the Issuer shall cooperate fully with the Trustee to permit the Trustee to take or cause to be taken all actions required of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER it under the Indenture to cause Bonds to be paid or redeemed in an Exercise Notice delivered at least two business days prior to the date of the Closingaccordance with such notice. (c) The OPTION GRANTOR Option In the event the Borrower exercises its rights to cause the Bonds to be redeemed or deemed to have been paid as provided in Section 9.01 hereof, it shall terminate upon give the earliest Trustee directions to occur of: (i) draw moneys under the Effective Time applicable Credit Facility in accordance with the terms hereof and of the Merger; (ii) Indenture in the termination amounts so specified by the Borrower in such direction or order to effect the redemption of the Merger Agreement pursuant Bonds entitled 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 benefits of the Merger Agreement upon Credit Facility or during the continuance of a Trigger Event (or if, at the expiration of cause such 180 day period, the OPTION GRANTOR Option cannot Bonds to be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment deemed to exercise shall have been removed or shall have become final and not subject to appeal, but paid as provided in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR Section 9.01 of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDERIndenture. (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) 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 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. (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 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 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 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 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 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 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. (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 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 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 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 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 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 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) 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 Target Option may be exercised by OPTION HOLDERAcquiror, in whole or in part, 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 earliest 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").occur of: (i) OPTION GRANTOR the first date on which Aquiror has the ability to terminate the Reorganization Agreement pursuant to Section 7.1(e) and/or Section 7.1(c)(ii) of the Reorganization Agreement; (ii) the failure of the shareholders of Target to approve the Reorganization Agreement and the Merger at the Target Shareholders Meeting and, prior to the time of the Target Shareholders Meeting, there was (A) a Trigger Event with respect to Target or (B) a Takeover Proposal with respect to Target which at the time of the Target Shareholders Meeting had not been rejected by Target; (iii) the date on which Acquiror has the ability to terminate the Reorganization Agreement pursuant to Section 7.1(c)(i) or (c)(iii) thereof, due in part to any failure by Target to use its reasonable best efforts to perform and comply with all agreements and conditions required by the Reorganization Agreement to be performed or complied with by Target prior to or on the Closing Date or any failure by Target's Affiliates to take any actions required to be taken thereby, and prior thereto there is (A) a Trigger Event with respect to Target or (B) a Takeover Proposal with respect to Target which is not rejected by Target; (iv) Target terminates this Agreement pursuant to Section 7.1(f) of the Reorganization Agreement; or (v) a "consummation" of a Takeover Proposal or Trigger Event as set forth in Section 7.3(c) and (g) of the Reorganization Agreement. Target shall notify OPTION HOLDER promptly in writing give Acquiror prompt written notice of the occurrence of any Trigger Eventof the events set forth in clauses (i) through (v) above, it being understood that the giving of such notice by OPTION GRANTOR Acquiror shall not be a condition to the right of OPTION HOLDER Acquiror to exercise the OPTION GRANTOR Target Option. (ii) . In the event OPTION HOLDER Acquiror wishes to exercise the OPTION GRANTOR Target Option, OPTION HOLDER Acquiror shall deliver to OPTION GRANTOR Target a written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Target 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 Target 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 . Except as provided in the last sentence of this Section 2, the Target Option shall terminate upon the earliest to occur earlier of: : (i) the Effective Time of the Merger; Time; (ii) the termination of the Merger Reorganization Agreement pursuant to Section 10.1 thereof, 7.1 thereof (other than under circumstances a termination in connection with which also constitute a Trigger Event under this Agreement; Acquiror is or will be entitled to any payments as specified in Section 7.3(b) or (c) thereof); (iii) 180 181 days following any termination of the Merger Reorganization Agreement upon in connection with which Acquiror is or during the continuance of will be entitled to a Trigger Event payment as specified in Section 7.3(b) thereof (or if, at the expiration of such 180 181 day period, the OPTION GRANTOR Target 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 or (iv) payment by OPTION GRANTOR 12 months and one day following any termination of the Trigger Payment set forth Reorganization Agreement in connection with which Acquiror is or could be entitled to a payment as specified in Section 5 7.3(c) thereof (or if, at the expiration of this Agreement to OPTION HOLDER. (d) Notwithstanding the foregoingsuch 12 months and one day period, the OPTION GRANTOR Target Option may cannot be exercised if (i) OPTION HOLDER is in material breach by reason of any of its representations applicable judgment, decree, order, law or warrantiesregulation, ten (10) business days after such impediment to exercise shall have been removed 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 shall have become final and not withdrawnsubject to appeal). Notwithstanding the termination of the Target Option, Acquiror shall be entitled to exercise the Target Option if it has given the Exercise Notice in accordance with the terms hereof prior to the termination of the Option Agreement. The termination of the Target Option shall not affect any rights hereunder which by their terms do not terminate or expire prior to or as of such termination.

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 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. 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 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 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 more than fifteen (15) months nor less than twelve (12) 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 RENT NOTICE") to Tenant not less than ten (10) months prior to the expiration of the initial Lease Term 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 Optiondate (the "EXERCISE DATE") which is the earlier of (A) the date occurring nine (9) 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 NoticeEXERCISE 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 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 Fair Market Rental Rate 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 4 below. Tenant's failure to deliver the Exercise Notice on or waivedbefore the Exercise Date, 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 objected thereto and the following provisions of Section 5 of this Agreement to OPTION HOLDER4 shall 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) The OPTION GRANTOR To the extent that the Option has become and remains exercisable it may be exercised by OPTION HOLDERthe Employee delivering to the Corporation a written notice of exercise signed by the Employee, in whole or substantially the form attached hereto as EXHIBIT A (a "Notice of Exercise"), together with a check payable to the Corporation 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) amount of the Merger Agreement total Exercise Price for the Option Shares to be purchased pursuant to the Notice of Exercise. In lieu of a check, all or any portion of the Exercise Price may be paid by tendering to the Corporation shares of Common Stock owned by the Employee and duly endorsed for transfer, or by authorization to the Corporation to withhold Option Shares otherwise issuable upon exercise of the Option, in each case to be credited against the Exercise Price of the Option Shares to be purchased at the market value of the Common Stock tendered or the Option Shares withheld on the date of exercise; provided, however, no fractional shares of Common Stock may be so tendered, and the Corporation shall not be obligated to make any cash payments to the Employee in consideration of any excess of the aggregate market value of shares of Common Stock tendered over the aggregate Exercise Price. (b) The Option shall first become exercisable on such dates and with respect to such number of Option Shares as are specified below, provided that the events specified in Section 10.3(a)(ii)(A) Employee is employed by VTE, the Corporation or any subsidiary of the Merger Agreement shall have occurred, although Corporation (collectively 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 NoticePremiere Group") 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 on each 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.: [INSERT VESTING SCHEDULE] (c) The OPTION GRANTOR Employee 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 such exercise shall terminate upon the earliest to occur of: not be made at any one time for less than ten percent (i10%) the Effective Time of the Merger; (ii) total number of Option Shares specified in Section 1 hereof, and no fractional shares of Common Stock shall be issued. Subject to the termination other restrictions on exercise set forth herein, the unexercised portion of the Merger Agreement pursuant exercisable Option may be exercised at a later date by the Employee, and the 10 percent requirement shall not apply to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination exercise 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 HOLDERif all remaining Available Option Shares are being purchased. (d) Notwithstanding Within thirty (30) days after the foregoingexercise of the Option as herein provided, the OPTION GRANTOR Corporation shall deliver to the Employee a certificate or certificates for the total Option may not be exercised if Shares being purchased, in such names and denominations as are requested by the Employee. (e) Neither the Option nor the Option Shares have been registered under the Securities Act of 1933, as amended (the "Act"), or under the securities laws of any state. The Corporation shall use its best efforts to file a registration statement on Form S-8 with the Securities and Exchange Commission by June 30, 1997. Each certificate representing Option Shares issued upon the exercise of the Option prior to the date such registration statement becomes effective 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 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 Employee 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 Option Shares upon the exercise thereof will be in compliance with applicable federal and state securities laws. (f) The Employee agrees not to sell, transfer or otherwise dispose of his interest in, or reduce his risk relative to, any of the Option Shares purchased hereunder until such time as the requirements of ASRs 130 and 135 have been met. The Employee understands that ASRs 130 and 135 relate to the publication of financial results of at least thirty (30) days of post-merger combined operations of the Corporation and VTE. Premiere agrees that it shall publish such results within forty-five (45) days after the end of the first fiscal quarter of Premiere containing the required period of post-merger combined operations. (g) 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 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 six (6) 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 four (4) 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 three (3) 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 unless Tenant, concurrently with its exercise, 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 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. 5.1 At any time during the period commencing on the date of this AGREEMENT and ending one hundred twenty (120) days after the completion of (a) The disclosure by PALATIN to NMP all of the DEVELOPMENT PROGRAM RESULTS, (b) confirmation by PALATIN in writing to NMP that any continuations, continuations-in-part directed to subject matter specifically described in the patent applications listed in EXHIBIT A, divisionals, reissues or extensions of any of the foregoing have been properly made in the United States covering the technology derived from the STEP-1 DEVELOPMENT and STEP-2 DEVELOPMENT (to the extent patentable), and (c) receipt by NMP from PALATIN of all the copies of the PATENTS inclusive of those stipulated in item (b), above, NMP may exercise the OPTION GRANTOR Option may be exercised RIGHT by OPTION HOLDER, in whole or in part, at any time or from time sending written notice to time after PALATIN (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 NOTICE") 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 NMP's desire to exercise the OPTION GRANTOR OptionRIGHT and to commence negotiations on terms for a LICENSE AGREEMENT. (iia) In the event OPTION HOLDER wishes to Promptly following NMP's exercise of the OPTION GRANTOR OptionRIGHT, OPTION HOLDER PALATIN and NMP shall enter into exclusive, good faith negotiations for a period (the "NEGOTIATION PERIOD") of One Hundred Fifty (150) days, commencing with the date of delivery of the EXERCISE NOTICE, to reach agreement on the terms and conditions of, and to execute, the LICENSE AGREEMENT. It is understood that the PARTIES can, by written agreement executed by both of them, in their respective sole discretion, extend the NEGOTIATION PERIOD beyond such One Hundred Fifty (150) days. If the PARTIES fail to reach agreement during the NEGOTIATION PERIOD on the terms and conditions of the LICENSE AGREEMENT, and to each execute and deliver to the other prior to expiration of the NEGOTIATION PERIOD a manually executed original of such agreed-upon LICENSE AGREEMENT, then PALATIN shall, within Thirty (30) days after expiration of the NEGOTIATION PERIOD pay to NMP the sum of One Million U.S. Dollars (U.S. $1,000,000.00). Subject to Paragraph 5.2(b), below, and subject to payment by PALATIN to NMP of such amount, PALATIN shall have the right at any time(s) thereafter, to enter into a license agreement with any third party or parties. (b) For a period of One Hundred Eighty (180) days following expiration of the NEGOTIATION PERIOD (the "FIRST REFUSAL PERIOD"), PALATIN shall, before entering into any license agreement with any third party or parties on terms that are more favorable to such third party or parties than the terms offered to NMP by PALATIN, deliver to NMP a copy of the proposed license agreement (the "PROPOSED LICENSE"), redacted to keep the identity of the third party or parties confidential and to delete proprietary or confidential information of such third party or parties, but including all Economic Terms in the PROPOSED LICENSE. NMP shall have the right, exercisable for a period of thirty (30) days after receipt of such copy of the PROPOSED LICENSE, to notify PALATIN in writing (the "MATCH NOTICE") that NMP agrees to enter into a LICENSE AGREEMENT on terms identical to those set forth in such copy of the PROPOSED LICENSE. Within Thirty (30) business days following receipt of the MATCH NOTICE, PALATIN shall deliver to OPTION GRANTOR written notice (an "Exercise Notice") specifying the total number NMP two copies of OPTION GRANTOR Shares it wishes a LICENSE AGREEMENT containing terms identical 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 those set forth in Section 3 have been satisfied the PROPOSED LICENSE, substituting only the identifying and/or proprietary or waivedconfidential information of NMP for the identifying and/or confidential information of the third party or parties. NMP shall, shall within sixty (60) business days of receipt, execute both copies and return them to PALATIN, together with any additional documents that may be deemed required by such LICENSE AGREEMENT to be the holder of record of the OPTION GRANTOR Shares issuable upon delivered and/or paid by NMP on execution. PALATIN shall execute both 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. copies within five (iv5) 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 of receipt and return one to the date of the ClosingNMP, together with any additional documents that may be required by such LICENSE AGREEMENT to be delivered by PALATIN on execution. (c) Subsequent to the FIRST REFUSAL PERIOD, PALATIN shall have the unrestricted right to enter into license agreement(s) with any and all third parties without any obligation of any kind whatsoever to NMP. 5.3 In good faith negotiation of a LICENSE AGREEMENT as set forth in above Paragraph 5.2, (a) NMP's contribution in the STEP-1 DEVELOPMENT and STEP-2 DEVELOPMENT, and then available market studies by the PARTIES shall be duly considered and reflected; and (b) PALATIN's contribution in the STEP-1 DEVELOPMENT and STEP-2 DEVELOPMENT, and PALATIN's contribution with respect to its research and development utilizing in whole or in part the MIDAS PATENTS shall be duly considered and reflected. (a) The OPTION GRANTOR Option LICENSE AGREEMENT shall terminate upon the earliest to occur of: include, without limitation: (i) the Effective Time obligation for payment by NMP to PALATIN of the Merger; a royalty with respect to PRODUCTS, which royalty shall [INFORMATION OMITTED AND FILED SEPARATELY WITH THE COMMISSION UNDER RULE 24b-2.] of NET SALES, as defined below, and (ii) the termination obligation of NMP to use its best efforts to commercialize the Merger Agreement pursuant PRODUCTS and 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 make their benefits reasonably available to the Merger Agreement upon or during public. For 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 purpose of this Agreement Paragraph 5.4, "best efforts" shall mean the same level of efforts as NMP applies 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 other development projects to Section 5 of this Agreement or demand therefor has been made and not withdrawncommercialize radiopharmaceutical products.

Exercise of Option. The Option must be exercised by written notice given to Optionor in the manner provided in Section 16 below, which notice shall specify a Closing Date not less than ninety (a90) days from the date on which such notice is given. Optionee shall have a period of forty-five (45) days from the date on which such notice is given (the "Examination Period") during which to make such examination and investigation of the Option Parcel as Optionee wishes to make. At any time prior to the expiration of the Examination Period, if Optionee determines, for any reason whatsoever, that it does not desire to complete the purchase of the Option Parcel, Optionee may rescind its notice of intent to exercise the Option by so notifying Seller and Escrow Agent in writing, in which event this Agreement and the escrow provided for herein shall be terminated and the Earnxxx Xxxey Deposit and all earnings thereon shall be immediately returned to Optionee. If Optionee fails to rescind its notice of intent to exercise the Option prior to the expiration of the Examination Period, Optionee shall be deemed to have approved the Option Parcel and to have waived all conditions precedent to the Closing, except performance by Optionor. The OPTION GRANTOR Closing must occur on or before August 24, 2001. Optionee may exercise the Option only if, at the time Optionee gives notice of its intent to exercise the Option, Opus has completed construction of an office building on the 10-acre Parcel and Optionee has executed a lease with Opus pursuant to which Optionee will occupy at least twenty-five percent (25%) of the building. From the date of this Agreement to the expiration of the period during which the Option may be exercised by OPTION HOLDERor the earlier termination of this Agreement, Optionee shall have a continuing right of access and entry to the Option Parcel in whole or in part, at any time or from time order to time after make its investigations and determinations as 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) feasibility 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 property and whether or 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 elect 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 . Optionee hereby indemnifies Optionor and the tender Option Parcel and holds Optionor and the Option Parcel free and harmless from any and all loss or liability resulting from the activities of Optionee, its agents and employees upon the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documentsOption Parcel, and provided that the conditions to OPTION GRANTORfrom any and all mechanics', materialmen's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waivedand other liens resulting from such conduct of Optionee, 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, its agents 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 employees upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) Option Parcel. The foregoing indemnification shall survive 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 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 the first paragraph of Section 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 Option Price and whereby the NASD Dealer irrevocably commits upon receipt of such shares to forward the Option 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 Option Price, and whereby the NASD Dealer irrevocably commits upon receipt of such shares to forward the Option 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 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 Each 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 after expiration of any applicable notice and cure periods 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 then Term of this Lease, 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 as part of Tenant’s Acceptance, 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 an 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 Monthly Rent for the Option Term shall be as indicated in the Option Rent Notice unless Tenant 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 HOLDER2.3(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. 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 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 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 Sublessee 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 option to purchase the Merger Agreement (regardless of whether Master Premises upon 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 same terms and conditions 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 waived2.5 of the Master Lease with respect to Sublessor's option to purchase the Master Premises from the Lessor, except that the Sublessee's purchase price for the Master Premises shall be deemed the greater of: (i) the fair market value of the Master Premises; or (ii) the purchase price to be the holder of record paid by Sublessor under Section 2.5 of the OPTION GRANTOR Shares issuable Master Lease, plus all of Sublessor's costs of purchasing the Master Premises, including, but not limited to, legal fees, real estate commissions and closing costs. Sublessee shall give Sublessor twelve (12) months' notice of Sublessee's intention to exercise its purchase option. Sublessor shall have no duty to exercise its purchase option under the Master Lease unless and until Sublessee shall have placed in escrow all items necessary to close the purchase of the Master Premises, including but not limited to documents, funds, and irrevocable escrow instructions. If Sublessee purchases the Master Premises when more than five years remains on the term of the Master Lease, then upon such exercise, notwithstanding that and by operation of 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 such purchase, this Sublease shall be automatically converted into a lease back to the Sublessor of all the office space in the Building which was not a part of the Sublessee's Premises immediately prior to its purchase of OPTION GRANTOR Shares (a "Closing") the Master Premises and which Sublessee does not wish to occupy immediately after it's purchase of the Master Premises. If Sublessee purchases the Master Premises when less than five years remains on the term of the Master Lease, then such lease back shall occur at a placebe optional for the Sublessor, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business such option to be exercised no less than 180 days prior to the closing date of such purchase. Such lease back to Sublessor shall be on the Closing. same terms and conditions as this Sublease (c) except as stated below), including but not limited to the same rental rate per rentable square foot, such that all the rights and obligations of Lessor under the Master Lease and Sublessor under this Sublease shall be combined in Sublessee as a direct lessor, and such that Sublessor shall have all the rights and obligations of the Sublessee but as a direct lessee and not as a sublessee. The OPTION GRANTOR Option lease back shall terminate upon be subject to the earliest to occur of: following exceptions from the rights and obligations of this Sublease: (i) Sublessee shall have the Effective Time right to terminate such lease back either entirely or one floor at a time upon 365 days' written notice, but only for the purpose of the Merger; occupying such space for its own use and not for reletting such space to third parties; and (ii) Sublessor shall not have any option to purchase the termination Master Premises from Sublessee nor any right to expand the premises it leases back from Sublessee. Upon the request of either party, the other party shall execute and deliver a restated lease document for such lease back of space after the 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 Master Premises provided such restated lease is consistent with 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 HOLDERforegoing provisions. (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 At any time during the Option Term, as such Option Term may be exercised by OPTION HOLDER, extended in whole connection with one 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) both of the Merger Agreement (provided that the events specified Extensions described in Section 10.3(a)(ii)(A) 4 hereof, if Optionee is not then in material default under this Agreement, Optionee may exercise the Option by timely sending Optionor a written notice 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 Optionee's intention to exercise the OPTION GRANTOR Option. 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 ). If Optionee elects to exercise the total number of OPTION GRANTOR Shares it wishes Option, Optionee shall use commercially reasonable efforts to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR of send the Exercise Notice and at least sixty (60) days prior to the tender end of the applicable aggregate Option Term, but Optionee's failure to do so shall not be deemed a default by Optionee under this Agreement; notwithstanding the foregoing, Optionee's failure to either: (A) send the Exercise Price, OPTION HOLDER, Notice to Optionor at least fifty (50) days prior to the extent permitted by law end of the Option Term, or (B) exercise the applicable Extension and OPTION GRANTOR's organizational documentspay the applicable Extension Payment on or before the date that is thirty (30) days prior to the then current Option Termination Date, 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, then Optionee 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 default under this Agreement; . Within ten (iii10) 180 business days following any termination of Optionor's receipt of the Merger Option Notice, Optionor shall deliver to Optionee a draft of the Purchase and Sale Agreement, containing all of the material terms and conditions set forth in Exhibit B attached hereto; and such other terms, conditions, covenants, representations and warranties as are mutually acceptable to Optionor and Optionee (the "Purchase and Sale Agreement"); among other things, the Purchase and Sale Agreement upon or during shall provide that the continuance purchase and sale transaction contemplated therein will close within thirty (30) days of a Trigger Event (or if, at the expiration of such 180 day periodthe Option Term. Optionee acknowledges and agrees that, in the Purchase and Sale Agreement, Optionor will expressly NOT be making any representations or warranties relating to the condition, repair, value, or fitness for a particular purpose of the Property, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgmentAssets, decreeor the Permits, order, law the quantity 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 quality of the Trigger Payment set forth in Section 5 resources or reserves located on the Property, any royalty obligations associated with the Property, types or marketability of this Agreement to OPTION HOLDER. (d) Notwithstanding products that might be produced using the foregoingresources or reserves located at the Property, the OPTION GRANTOR Option may not potential for Optionee to be exercised if (i) OPTION HOLDER is in material breach of able to operate a successful business, or any of its similar representations or warranties. As a consequence, Optionee expressly acknowledges and agrees that, in the event Optionee acquires the Property, the Assets, and the Permits, insofar as such Permits are transferable, such acquisition shall be on an 'As-is,' 'Where-is,' 'With-all-faults' basis, with Optionee making its decision to purchase or not purchase solely based upon Optionee's Due Diligence investigations. Optionor and Optionee shall use their best efforts and collaborate in good faith to negotiate the full terms of the Purchase and Sale Agreement, which Purchase and Sale Agreement must be executed not later than the Option Termination Date, except that, in the event one or both of the Extensions become effective, the Option Termination Date shall be extended by the length of the applicable Extension(s). If Optionee does not timely exercise the Option in the manner described herein on or before the Option Termination Date, or in material breach the event that the Purchase and Sale Agreement is not executed by both parties hereto by the Option Termination Date (except that the Option Termination Date may be extended by the length of any of its covenants or agreementsproperly exercised Extension(s)), contained in then Optionor shall have the right to terminate this Agreement and retain the Option Payment and any Extension Payment(s) which, as described herein, are deemed to be fully earned by Optionor upon delivery, and are non-refundable, except upon the occurrence of an Optionor Default or in the Merger Agreementaccordance with Section 8 below. Thereafter, or (ii) a Trigger Payment has been paid pursuant to Section 5 neither party shall have any further obligations hereunder except for those that expressly survive termination of this Agreement or demand therefor has been made and not withdrawnAgreement.

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. (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 "Extension Exercise Notice") specifying to Landlord not more than eighteen (18) months nor less than fifteen (15) months prior to the total number of OPTION GRANTOR Shares it wishes applicable Lease Expiration Date, stating that Tenant is exercising its option. Concurrently with such Extension Exercise Notice, Tenant shall deliver to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR Landlord Tenant's calculation of the Market Rent (the "Tenant's Option Rent Calculation") separately with respect to each of (x) Floor 61 (if applicable), (y) the Retail Space (if applicable) and (z) the remainder of the applicable Tranche. Landlord shall deliver notice (the "Landlord Response Notice") to Tenant on or before the date which is thirty (30) days after Landlord's receipt of the Extension Exercise Notice and Tenant's Option Rent Calculation, stating that (A) Landlord is accepting Tenant's Option Rent Calculation as the tender Market Rent with respect to each of (1) Floor 61 (if applicable), (2) the Retail Space (if applicable) and/or (3) the remainder of the applicable aggregate Exercise PriceTranche, OPTION HOLDERor (B) rejecting Tenant's Option Rent Calculation and setting forth Landlord's calculation of the Market Rent (the "Landlord's Option Rent Calculation") with respect to each of Floor 61 (if applicable), the Retail Space (if applicable) and the remainder of the applicable Tranche. For purposes of clarification, (i) Fair Market Rent shall be separately determined for each of (I) Floor 61 (if applicable), (II) the Retail Space (if applicable) and/or (III) the remainder of the applicable Tranche and (ii) Landlord may or may not accept Tenant’s calculation of Fair Market Rent with respect to any of the Retail Space, Floor 61 and the remainder of the applicable Tranche and reject Tenant’s calculation of Fair Market Rent with respect to the extent permitted by law others. Within thirty (30) days of its receipt of the Landlord Response Notice, Tenant may, at its option, accept the Market Rent contained in the Landlord's Option Rent Calculation. For purposes of clarification, Tenant may or may not accept Landlord’s calculation of Fair Market Rent with respect to any of the Retail Space, the sixty-first (61st) floor of the Building and OPTION GRANTORthe remainder of the applicable Tranche and reject Tenant’s calculation of Fair Market Rent with respect to the others. If Tenant does not affirmatively accept or Tenant rejects the Market Rent as specified in the Landlord's organizational documentsOption 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 TCCs 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 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 27th of a purchase April following Date of OPTION GRANTOR Shares (a "Closing") shall occur at a placeGrant for 33% of the number of shares of Common Stock subject to this option. Thereafter, on a dateeach subsequent April 27th 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. (a) The If the Offer is consummated but (whether due to improper tender or withdrawal of tender or breach of Section 1.1) Purchaser has not accepted for payment and paid for all of the Subject Shares, the Options will become exercisable (in whole but not in part) and remain exercisable (in whole but not in part) thereafter until termination of this Agreement pursuant to Section 6.2 (the applicable period of exercisability being the "OPTION GRANTOR Option PERIOD"). Parent may be exercised by OPTION HOLDERexercise all of the Options of all of the Stockholders, in whole or but not in part, at any time or from time during the Option Period. Notwithstanding anything in this Agreement to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances contrary, Parent will be entitled to purchase all Subject Shares in respect of which could entitle OPTION HOLDER it shall have exercised an Option in accordance with the terms hereof prior to a termination fee under Section 10.3(a) the expiration of the Merger Agreement (provided that Option Period, and the events specified in Section 10.3(a)(ii)(A) expiration of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need Option Period will not have occurred), affect any rights hereunder which by their terms do not terminate or Section 10.3(b) expire prior to or as 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")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 an Option, OPTION HOLDER shall it will deliver to OPTION GRANTOR the applicable Stockholder (each a "SELLING STOCKHOLDER") a written notice (an "Exercise NoticeEXERCISE NOTICE") specifying to that effect which specifies (a) that it has irrevocably exercised its right to purchase all the total number Subject Shares (other than those purchased in the Offer) and (b) a date (an "OPTION CLOSING DATE"), not earlier than two nor later than five business days after the date such Exercise Notice is delivered, for the consummation of the purchase and sale of such Subject Shares (an "OPTION GRANTOR Shares it wishes to purchase. (iii) Upon CLOSING"); PROVIDED, HOWEVER, that Parent will exercise the giving by OPTION HOLDER to OPTION GRANTOR of Option in accordance with the federal securities laws. If the Option Closing cannot be effected on the Option Closing Date specified in 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 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 the Stockholders will promptly take all such actions as may be requested by Parent, and will 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 the Option Closing Date specified in the Exercise Notice will be extended to the second business day following the elimination of all such impediments. The place of the Option Closing will be at the offices of Xxxxx, Day, Xxxxxx & Xxxxx, 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, and the time of the Option Closing will be 10:00 a.m. (Eastern Time) on the Option Closing Date. Upon the giving by Parent to the Selling Stockholder of the Exercise Notice and the tender of the aggregate Purchase Price, Parent will be deemed to be the holder of record of the Subject Shares transferrable upon such exercise, notwithstanding that the stock transfer books of the Company are then closed or that certificates representing such Subject Shares have not been paid pursuant actually delivered to Section 5 of this Agreement or demand therefor has been made and not withdrawnParent.

Exercise of Option. The Company shall, as promptly as practicable and in no event later than ninety (a90) The OPTION GRANTOR Option days after receipt of any Disclosure or Subsequent Disclosure, deliver written notice to Xxxx of the Company's election to exercise, or its election not to exercise, its option in connection with such Disclosure or Subsequent Disclosure (an "Election Notice"). Any such Inventions acquired by the Company hereunder may be exercised by OPTION HOLDER, in whole or in part, at any time or referred to herein from time to time after as the Merger Agreement becomes terminable "Acquired Inventions." Upon receipt by OPTION HOLDER under circumstances Xxxx of an Election Notice containing an election by the Company not to exercise its option in any Disclosure or any Subsequent Disclosure which could entitle OPTION HOLDER is the subject of such Election Notice, or if Xxxx does not receive such an Election Notice within the ninety (90) day period described above (in which case the Company shall be deemed to a termination fee under Section 10.3(a) have elected not to exercise its option in connection with such Disclosure or such Subsequent Disclosure), Xxxx shall be free to use, exploit and license any and all such Inventions, subject to the provisions of Article 10 hereof. Xxxx hereby covenants not to assert any patent rights or other intellectual property rights which arise from any Inventions retained by Xxxx by reason of the Merger Agreement Company's failure to exercise its option with respect to any such Disclosure or any such Subsequent Disclosure against the Company or its customers or licensees (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 occurredtheir capacities as such), mediate or Section 10.3(b) immediate, for activities within the fields of Interactive Program Guides or Interactive Television. Such covenant shall be permanent, irrevocable, binding on Xxxx'x successors and assigns, and shall run with the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of patents, including any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary)extensions thereof, and any other intellectual property rights arising from 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 Disclosure or 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) Subsequent Disclosure. In the event OPTION HOLDER wishes that the Company, after the provision to Xxxx of an Election Notice containing an election by the Company not to exercise its option in the OPTION GRANTOR OptionDisclosure which is the subject of such Election Notice, OPTION HOLDER or Xxxx'x failure to receive an Election Notice for such Disclosure within the ninety (90) day period, later determines that it desires to acquire such rights as may be available in such Disclosure due to the evolution of the fields of Interactive Television and Interactive Program Guides (a "Reclaimed Disclosure"), Company shall deliver to OPTION GRANTOR provide written notice (an "Exercise Notice") specifying the total number to Xxxx of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR of the Exercise Notice such desire, and the tender of the applicable aggregate Exercise PriceParties' rights and obligations set forth herein shall apply with respect to such Disclosure; provided, OPTION HOLDERhowever, 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 assignment by Xxxx as set forth in Section 3 have been satisfied or waived, 2(d) below shall be deemed subject to be any rights conveyed by Xxxx in any Inventions described in the holder of record Reclaimed Disclosure prior to receipt 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 datenotice, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior such Reclaimed Disclosure shall be added to the date of the ClosingSchedule A hereto. (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 “Exercise Notice”) to time after Landlord not more than fifteen (15) months nor less than nine (9) 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, stating that Tenant is exercising its option. Landlord shall then deliver notice (provided that the events specified in Section 10.3(a)(ii)(A“Landlord Response Notice”) to Tenant on or before the date which is thirty (30) days after Landlord’s receipt of the Merger Agreement Exercise Notice, which Landlord Response Notice shall have occurredcontain Landlord’s calculation of the Market Rent (the “Landlord’s Option Rent Calculation”). Tenant shall deliver notice (the “Tenant Response Notice”) to Landlord on or before the date which is fifteen (15) days after Tenant’s receipt of the Landlord Response Notice and Landlord’s Option Rent Calculation, although stating that Tenant is (A) accepting Landlord’s Option Rent Calculation as the events specified in Section 10.3(a)(ii)(BMarket Rent, (B) thereof need not have occurredrejecting Landlord’s Option Rent Calculation and setting forth Tenant’s calculation of the Market Rent so as to proceed with the process of extending the Lease Term (the “Tenant’s Option Rent Calculation”), or (C) withdrawing and rescinding its Exercise Notice. If Tenant does not timely respond within such fifteen (15) day period, Landlord may send a second notice, including a prominently displayed, conspicuous caption stating that Tenant’s failure to respond within five (5) business days shall be deemed to constitute Tenant’s acceptance of Landlord’s Option Rent Calculation. If following such second notice, Tenant fails to respond within such five (5) business day period, Tenant shall be deemed to have accepted Landlord’s Option Rent Calculation. If Tenant timely sends notice of its election to withdraw its Exercise Notice pursuant to clause (C) above, such Exercise Notice shall be rescinded without liability or obligation; provided, however, if Tenant does not timely withdraw its Exercise Notice pursuant to clause (C), such Exercise Notice from Tenant shall be irrevocable and the parties will proceed in accordance with the TCCs of this Section 10.3(b2.2. Within ten (10) business days of its 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 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 Tenant Response Notice and Tenant Option Rent Calculation, Landlord may, at its option, accept the tender of Market Rent contained in the applicable aggregate Exercise PriceTenant’s Option Rent Calculation. If Landlord does not affirmatively accept or Landlord rejects the Market Rent specified in the Tenant’s Option Rent Calculation, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documentsparties shall follow the procedure, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder Market Rent shall be determined 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 HOLDER2.2.4. (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 by OPTION HOLDER, in whole Affected Holder or in part, at any time his or from time her legal representative shall give written notice 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 Company and 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 Unaffected Members immediately upon the occurrence of an Option Event and in no event more than ten (10) days after the occurrence of such Option Event or the appointment of a bankruptcy trustee, receiver or other legal representative for such Affected Holder, whichever shall last occur (the “Option Event Notice”). Upon receipt of the Option Event Notice and for a period of 180 days thereafter, the Company shall have the first option to purchase all or any Trigger Event, it being understood that portion of the giving Membership Interests of the Affected Holder subject to repurchase pursuant to Section 9.03. Within 30 days after the receipt of such notice by OPTION GRANTOR from the Company, any of the Unaffected Members desiring to acquire any part or all of said Membership Interests (“Purchasing Members”) shall not be a condition deliver to the right Company a written election to purchase said Membership Interests, or a specified number thereof (each, an “Election Notice”). If the total amount of OPTION HOLDER Membership Interests specified in the Election Notices exceeds the amount of Membership Interests to exercise be transferred, each such Purchasing Member shall have priority, up to the OPTION GRANTOR Option. (ii) amount of Membership Interests specified in his, her or its Election Notice, to purchase such proportion of the Membership Interests to be transferred as the portion of the Membership Interests which he or she holds bears to the total amount of the Membership Interests held by all Purchasing Members. In the event OPTION HOLDER wishes that there are Membership Interests remaining after the application of the above formula, the remaining Membership Interests shall be distributed among the Purchasing Members who have not received the amount of Membership Interests specified in their Election Notices, in the proportion that the amount of Membership Interests specified in each individual Purchasing Member’s Election Notice, less the amount of Membership Interests allocated to exercise that Purchasing Member under the OPTION GRANTOR Optionabove formula, OPTION HOLDER shall deliver bears to OPTION GRANTOR written notice (an "Exercise Notice") specifying the total number amount of OPTION GRANTOR Shares it wishes Membership Interests in all such Election Notices, less all Membership Interests allocated to purchasePurchasing Members under the above formula. (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. (a) The OPTION GRANTOR 2.1 Each Shareholder and each 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 Holder shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) individual right to claim the allocation 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 new Ordinary Shares up 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 Ordinary Shares it wishes set forth opposite its name in Schedule I from the Company (“Option”) by notice to purchase.the Company using the form set out in Schedule II (the “Exercise Notice”) which shall also contain the exact percentage of new Ordinary Shares claimed by this Shareholder or this Option Holder in relation to the total number of New Shares set forth opposite his/her name in Schedule I. (iii) Upon 2.2 After having received an Exercise Notice, the giving Management Board shall, without undue delay, subject to its duly and properly executed discretion, offer subscription to the Shareholders and the Option Holders by OPTION HOLDER to OPTION GRANTOR announcing the content of the Exercise Notice received using the forms set out in Schedules IV (“Subscription Offer”), however, subject to the stipulation set out in SECTION 4, according to which each Shareholder / Option Holder shall pay or make adequate arrangements satisfactory to the Company to satisfy all Tax-Related Items, if applicable. Each Shareholder and each Option Holder intending to participate in the tender utilization of the applicable aggregate Authorized Capital I (“Capital Increase”) must fill in and sign its subscription declaration in duplicate as provided in sample form by Schedules V (“Subscription Declaration”) together with the Subscription Offer within a period of three weeks from the day of receipt of the Subscription Offer (“Exercise PricePeriod”). In case a Shareholder or an Option Holder does not duly deliver such properly filled in and signed Subscription Declaration in duplicate within the Exercise Period, OPTION HOLDERsuch Shareholder / Option Holder may not participate in such Capital Increase and is deemed to have waived its right to participate in such Capital Increase. 2.3 A Shareholder / an Option Holder shall (i) only subscribe for up to the amount of Ordinary Shares equal to the percentage set out in the Exercise Notice in relation to the number of Ordinary Shares set forth opposite its name in Schedule I and (ii) only subscribe for up to the amount still available to such Shareholder / Option Holder due to previous participation(s) in the exercise of Options granted by this Agreement (if any). In case the Option results in a fraction of Ordinary Shares, the Management Board herewith is authorized, at its sole discretion, to round fractions of Ordinary Shares, i.e. to round 4 and below down, but to round 5 and above up, 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 HOLDERnext whole Ordinary Share amount. (iv) Each closing 2.4 After receipt 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 and before sending a Subscription Offer to each Shareholder / each Option Holder, the Management Board shall, subject to its duly and properly executed discretion, pass, without undue delay (unverzüglich), a resolution to make use of the Authorized Capital I as stated in Sec. 4 para. 8 of the Articles of Association (by using the draft resolution in Schedule III) to issue new Ordinary Shares (“New Shares”) in the amount up to the date total number of shares which Shareholders / Option Holders have permissibly subscribed to. The Management Board may also, in its sole discretion, serve the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: Options by utilization of (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereofa contingent capital created for such purpose, 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 Agreementany, or (ii) own Ordinary Shares (eigene Aktien), if any available for such purpose, provided that in any case of (i) and (ii) the relation of the number of Ordinary Shares held by each Shareholder / each Option Holder before the capital measure and Ordinary Shares held by each Shareholder / each Option Holder after the capital measure would not deviate from such relation resulting from a Trigger Payment serve of Options by means of Authorized Capital I only. The Ordinary Shares resulting from the realization of Options (New Shares or shares resulting from a contingent capital or own Ordinary Shares are also referred to as “New Ordinary Shares”). · Shareholders’ / Option Holders’ Options: 200 Xxx Xxxxxxxx Shares (Shareholder A), 100 Xxx Xxxxxxxx Shares (Shareholder B), 80 New Ordinary Shares (Shareholder C), 40 New Ordinary Shares (UCB), 40 New Ordinary Shares (Sudbrook). · In the first step B sends an Exercise Notice and opts for 76 New Ordinary Shares. This meets with 54 % of his Option. This percentage has been paid pursuant to Section 5 be entered in the Exercise Note. · In the second step the Management Board shall, subject to its duly and properly executed discretion, (i) initiate a Capital Increase or (ii) install any other measure in order to bring the Company into the position to fulfill the exercises of Options (e.g. acquisition of own shares, if permitted). · In the third step the Management Board has to offer 54 % of the number of New Ordinary Shares set out in Schedule I for each Shareholder / each Option Holder: 100 Xxx Xxxxxxxx Shares for subscription by A, 76 New Ordinary Shares for subscription by B, 43 New Ordinary Shares for subscription by C, 22 New Ordinary Shares for subscription by UCB and 22 New Ordinary Shares for subscription by Sudbrook. · In the forth step B subscribes for all the 76 offered New Ordinary Shares. A fails to deliver its duly signed Subscription Declarations in duplicate within the Exercise Period. C subscribes for 23 New Ordinary Shares. UCB subscribes for all the 22 offered New Ordinary Shares and Sudbrook subscribes for 11 of the offered New Ordinary Shares. · As a result, Shareholder B’s Option remains to the extent of 64 New Ordinary Shares, Shareholder A’s option to 200 Xxx Xxxxxxxx shares, Shareholder C’s option to 57 New Ordinary Shares, UCB’s option to 18 New Ordinary Shares and Sudbrook’s option to 29 New Ordinary Shares. 2.5 Further, the Management Board, the Shareholders / the Option Holders, as the case may be, shall fulfill, without undue delay, further necessary requirements stipulated by law, e.g. duly increase the share capital of the Company on the basis of exercising the Authorized Capital I, e.g. resolution on the utilization of the Authorized Capital I (Beschluss zur Ausnutzung des Genehmigten Kapitals I) if making use of it, or exercising contingent capital, and application for registration with the commercial register (Registeranmeldung). The Management Board shall, subject to its duly and properly executed discretion, issue New Ordinary Shares only at the Purchase Price to each Shareholder / each Option Holder. 2.6 If a Shareholder / an Option Holder should not claim one hundred (100) percent of the number of New Ordinary Shares set forth opposite its name in Schedule I from the Company within an Exercise Notice or a Subscription Declaration, the remaining amount of New Ordinary Shares set forth opposite its name in Schedule I shall be deemed one hundred percent of New Ordinary Shares available for this Agreement or demand therefor has been made Shareholder / this Option Holder for a Exercise Notice and/or a (next) Subscription Declaration. If the Management Board receives several Exercise Notices on the same Business Day it shall add the amounts of New Ordinary Shares claimed in each Exercise Notice and follow the procedure mentioned in the paragraphs above with regard to this total amount in one and not withdrawnin several steps. In case the Management Board receives several Exercise Notices not on the same Business Day but during the procedure of an Issuance of New Ordinary Shares due to (an) Exercise Notice(s), the Management Board shall, subject to its duly and properly executed discretion, use its best efforts to ensure that the required capital increase(s) will be executed in due time and in a reasonable and cost saving way.

Exercise of Option. LaserSight may only exercise the Initial Purchase Option by purchasing a pro rata amount (a) The OPTION GRANTOR Option may which shall 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) determined as of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) date LaserSight provides notice of an exercise of the Merger Agreement shall have occurred, although Initial Purchase Option based on a fraction the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) numerator of which is the number of shares of the Merger Agreement (regardless Preferred Stock then held by a Holder and the denominator of whether the Merger Agreement which 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 shares of the Exercise Notice Preferred Stock then outstanding) of the Preferred Stock from each of the Holders. LaserSight may exercise the Initial Purchase Option by (i) giving written notice thereof (specifying the number of shares of the Preferred Stock to be purchased and the tender closing date of the applicable aggregate Exercise Price, OPTION HOLDER, such purchase) 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 Holders at least two three (3) business days but no more than ten (10) business days prior to the date of on which the Closing. Preferred Stock shall be purchased (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; "Initial Purchase Notice"), and (ii) segregating into a separate account the termination funds necessary to consummate the purchase contemplated by the Initial Purchase Notice, which funds may only be utilized to purchase shares of the Merger Agreement pursuant Preferred Stock. LaserSight will not be eligible to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination exercise the Initial Purchase Option with respect to those shares of the Merger Agreement upon Preferred Stock which are the subject of a Notice of Conversion provided to LaserSight by the Holders prior to the Holder's receipt (as evidenced by a signed receipt or an electronic confirmation of delivery) of an Initial Purchase Notice, provided that during the continuance Initial Restricted Period the Holders will only be able to provide a Notice of a Trigger Event (or if, at Conversion which is consistent with the expiration of such 180 day period, conversion restrictions contain in Section 3(a). Once LaserSight has provided an Initial Purchase Notice the OPTION GRANTOR Option canHolders will not be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment able 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 convert those shares of the Trigger Payment set forth Preferred Stock covered by such Purchase Notice into shares of Common Stock, provided that the restrictions in Section 5 of this Agreement to OPTION HOLDER. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may sentence shall not be exercised valid if (i) OPTION HOLDER the purchase contemplated by the Initial Purchase Notice is in material breach of any of its representations not consummated on or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or before the closing date specified in the Merger Agreement, Initial Purchase Notice solely as a result of LaserSight's actions or (ii) a Trigger Payment has been paid pursuant failure to Section 5 of this Agreement or demand therefor has been made and not withdrawnact.

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 xxxl 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 Subject to Section 2(c) herein, this Option shall be fully vested on the Date 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 Grant. To the date extent that any of the ClosingOption is not exercised, it shall be not expire, but shall continue to be vested 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 36 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. (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. Grantee or, in the case of Xxxxxxx's death, Xxxxxxx's estate, personal representative or beneficiary who has acquired the stock right by will or the laws of descent and distribution, may exercise all or any part of the vested portion of the Option by delivering to the Company at its principal office a written notice of exercise in the form attached as Exhibit A or any other form that the Committee may permit (a) such notice, a “Notice of Exercise”). The OPTION GRANTOR Notice of Exercise must be signed by the person exercising the Option. In the event that the Option may be is being exercised by OPTION HOLDERXxxxxxx's representative, the Notice of Exercise will be accompanied by proof (satisfactory to the Committee) of the representative's right to exercise the Option. In addition, any exercise of the Option, whether in whole or in part, is subject to the following conditions: (a) Grantee (or Xxxxxxx's representative, if applicable) will deliver to the Company, at any the time or from time to time after of giving the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to Notice of Exercise, payment in a termination fee form permissible under Section 10.3(a) 6 below for the full amount 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")Purchase Price. (ib) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of the occurrence of any Trigger EventGrantee (or Xxxxxxx's representative, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to if applicable) may 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 ClosingOption only for whole Shares. (c) The OPTION GRANTOR Grantee (or Xxxxxxx's representative, if applicable) may not exercise the Option shall terminate upon unless the earliest to occur of: (i) the Effective Time tax withholding obligations of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereofCompany and/or any Related Corporation, 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 as described in Section 5 of this Agreement to OPTION HOLDER9 below, are satisfied. (d) Notwithstanding In the foregoingevent the Shares purchasable pursuant to the exercise of this Option have not been registered under the Securities Act, then at the time this Option is exercised, Grantee will, if required by the Company and as a condition to the issuance of the Shares, concurrently with the exercise of all or any portion of this Option, deliver to the Company an Investment Representation Statement in substantially the form attached hereto as Exhibit B. (e) If required by the Committee in its discretion, Grantee (or Grantee's representative, if applicable) will execute a joinder agreement (in form acceptable to the Committee) contemporaneously with the exercise of the Option such that Grantee will become a party to any stockholders’ agreement, investor rights agreement, or similar agreement as may be entered into from time to time by and among the Company and the holders of the Company's stock. Any such agreement may contain restrictions on the transferability of shares of Common Stock acquired pursuant to this Option (such as a right of first refusal or a prohibition on transfer) and such shares may be subject to call rights and drag-along rights of the Company and certain of its stockholders. The Company may also have any repurchase rights set forth in such agreements, the OPTION GRANTOR Option Plan or this Agreement. (f) In the event that Grantee is an employee eligible for overtime compensation under the Fair Labor Standards Act of 1938, as amended (sometimes referred to as a “non-exempt employee”), then he or she may not be exercised if exercise the Option until he or she has completed at least six (i6) OPTION HOLDER is in material breach months of any Continuous Service measured from the Date of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or Grant specified in the Merger AgreementGrant Notice, or (ii) a Trigger Payment has been paid pursuant to Section 5 notwithstanding any other provision of this Agreement or demand therefor has been made and not withdrawnthe Option.

Exercise of Option. 5.1 At any time during the period commencing on the date of this AGREEMENT and ending one hundred twenty (120) days after the completion of (a) The disclosure by PALATIN to NMP all of the DEVELOPMENT PROGRAM RESULTS, (b) confirmation by PALATIN in writing to NMP that any continuations, continuations-in-part directed to subject matter specifically described in the patent applications listed in EXHIBIT A, divisionals, reissues or extensions of any of the foregoing have been properly made in the United States covering the technology derived from the STEP-1 DEVELOPMENT and STEP-2 DEVELOPMENT (to the extent patentable), and (c) receipt by NMP from PALATIN of all the copies of the PATENTS inclusive of those stipulated in item (b), above, NMP may exercise the OPTION GRANTOR Option may be exercised RIGHT by OPTION HOLDER, in whole or in part, at any time or from time sending written notice to time after PALATIN (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 NOTICE") 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 NMP's desire to exercise the OPTION GRANTOR OptionRIGHT and to commence negotiations on terms for a LICENSE AGREEMENT. (iia) In the event OPTION HOLDER wishes to Promptly following NMP's exercise of the OPTION GRANTOR OptionRIGHT, OPTION HOLDER PALATIN and NMP shall enter into exclusive, good faith negotiations for a period (the "NEGOTIATION PERIOD") of One Hundred Fifty (150) days, commencing with the date of delivery of the EXERCISE NOTICE, to reach agreement on the terms and conditions of, and to execute, the LICENSE AGREEMENT. It is understood that the PARTIES can, by written agreement executed by both of them, in their respective sole discretion, extend the NEGOTIATION PERIOD beyond such One Hundred Fifty (150) days. If the PARTIES fail to reach agreement during the NEGOTIATION PERIOD on the terms and conditions of the LICENSE AGREEMENT, and to each execute and deliver to the other prior to expiration of the NEGOTIATION PERIOD a manually executed original of such agreed-upon LICENSE AGREEMENT, then PALATIN shall, within Thirty (30) days after expiration of the NEGOTIATION PERIOD pay to NMP the sum [INFORMATION OMITTED AND FILED SEPARATELY WITH THE COMMISSION UNDER RULE 24b-2.]. Subject to Paragraph 5.2(b), below, and subject to payment by PALATIN to NMP of such amount, PALATIN shall have the right at any time(s) thereafter, to enter into a license agreement with any third party or parties. (b) For a period of One Hundred Eighty (180) days following expiration of the NEGOTIATION PERIOD (the "FIRST REFUSAL PERIOD"), PALATIN shall, before entering into any license agreement with any third party or parties on terms that are more favorable to such third party or parties than the terms offered to NMP by PALATIN, deliver to NMP a copy of the proposed license agreement (the "PROPOSED LICENSE"), redacted to keep the identity of the third party or parties confidential and to delete proprietary or confidential information of such third party or parties, but including all Economic Terms in the PROPOSED LICENSE. NMP shall have the right, exercisable for a period of thirty (30) days after receipt of such copy of the PROPOSED LICENSE, to notify PALATIN in writing (the "MATCH NOTICE") that NMP agrees to enter into a LICENSE AGREEMENT on terms identical to those set forth in such copy of the PROPOSED LICENSE. Within Thirty (30) business days following receipt of the MATCH NOTICE, PALATIN shall deliver to OPTION GRANTOR written notice (an "Exercise Notice") specifying the total number NMP two copies of OPTION GRANTOR Shares it wishes a LICENSE AGREEMENT containing terms identical 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 those set forth in Section 3 have been satisfied the PROPOSED LICENSE, substituting only the identifying and/or proprietary or waivedconfidential information of NMP for the identifying and/or confidential information of the third party or parties. NMP shall, shall within sixty (60) business days of receipt, execute both copies and return them to PALATIN, together with any additional documents that may be deemed required by such LICENSE AGREEMENT to be the holder of record of the OPTION GRANTOR Shares issuable upon delivered and/or paid by NMP on execution. PALATIN shall execute both 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. copies within five (iv5) 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 of receipt and return one to the date of the ClosingNMP, together with any additional documents that may be required by such LICENSE AGREEMENT to be delivered by PALATIN on execution. (c) Subsequent to the FIRST REFUSAL PERIOD, PALATIN shall have the unrestricted right to enter into license agreement(s) with any and all third parties without any obligation of any kind whatsoever to NMP. 5.3 In good faith negotiation of a LICENSE AGREEMENT as set forth in above Paragraph 5.2, (a) NMP's contribution in the STEP-1 DEVELOPMENT and STEP-2 DEVELOPMENT, and then available market studies by the PARTIES shall be duly considered and reflected; and (b) PALATIN's contribution in the STEP-1 DEVELOPMENT and STEP-2 DEVELOPMENT, and PALATIN's contribution with respect to its research and development utilizing in whole or in part the MIDAS PATENTS shall be duly considered and reflected. (a) The OPTION GRANTOR Option LICENSE AGREEMENT shall terminate upon the earliest to occur of: include, without limitation: (i) the Effective Time obligation for payment by NMP to PALATIN of the Merger; a royalty with respect to PRODUCTS, which royalty shall [INFORMATION OMITTED AND FILED SEPARATELY WITH THE COMMISSION UNDER RULE 24b-2.] of NET SALES, as defined below, and (ii) the termination obligation of NMP to use its best efforts to commercialize the Merger Agreement pursuant PRODUCTS and 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 make their benefits reasonably available to the Merger Agreement upon or during public. For 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 purpose of this Agreement Paragraph 5.4, "best efforts" shall mean the same level of efforts as NMP applies 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 other development projects to Section 5 of this Agreement or demand therefor has been made and not withdrawncommercialize radiopharmaceutical products.

Exercise of Option. (a) The OPTION GRANTOR Option may be exercised by OPTION HOLDERProvided no Event of Default, in whole or in partevent which, at any with notice or lapse of time or both, would constitute an Event of Default, has occurred and is continuing under the Lease, as hereby amended, Lessor hereby grants to Guarantor the option to purchase at the end of the Fixed Term and each Extended Term, as the case may be, the Leased Property of the Sun City Facility, Homewood Facility and/or Holland Facility at the then Option Repurchase Price for such Facility; provided, however, that Guarantor may only exercise its option to purchase the Sun City Facility and Homewood Facility, if at all, as a group and upon any exercise thereof the purchase transaction therefor shall close simultaneously in accordance with the provisions of this Section 6(a). Subject to the foregoing, each such option shall be exercised, if at all, upon written notice from time Guarantor to time after Lessor given not earlier than eighteen (18) months and not less than fifteen (15) months prior to the Merger Agreement becomes terminable expiration of the Fixed Term or the applicable Extended Term, as the case may be, and concurrently with such notice to Lessor, opening an escrow (the “Escrow”) with and by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(adepositing two and one-half percent (2½%) of the Merger Agreement applicable purchase price (provided that the events specified in Section 10.3(a)(ii)(A“Opening Deposit”) and a copy of the Merger Agreement shall have occurredthis Amendment, although the events specified in Section 10.3(a)(ii)(Bwith a national title company reasonably acceptable to Lessor (“Escrow Holder”) 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 and informing Lessor in writing of the occurrence of any Trigger Event, it being understood that the giving establishment of such notice by OPTION GRANTOR Escrow along with the Escrow number therefor. If Guarantor shall not be a condition entitled to the right exercise such option (e.g., by reason of OPTION HOLDER an Event of Default) or shall be entitled to exercise the OPTION GRANTOR Option. same but shall fail to do so within the time and in the manner herein provided, such option shall lapse and thereafter not be exercisable by Guarantor (ii) except that such option shall continue to be effective with respect to the exercise period occurring at the end of each subsequent Extended Term, if any). Without limiting the foregoing, if Guarantor shall not be entitled to exercise such option or shall be entitled to exercise the same but shall fail to do so within the time and in the manner herein provided, such option shall automatically terminate without further action by either party (except that such option shall continue to be effective with respect to the exercise period occurring at the end of each subsequent Extended Term, if any). No failure by Lessor to notify Guarantor of any defect in any attempted exercise of the foregoing option shall be deemed a waiver by Lessor of the right to insist upon Guarantor’s exercise of such option in strict accordance with the provisions hereof. In the event OPTION HOLDER wishes to that Guarantor shall properly and timely exercise the OPTION GRANTOR Optionsuch 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, then such transaction 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 consummated on or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. within ten (iv10) 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 periodFixed Term or Extended Term, as applicable (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“Outside Closing Date”); 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 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").: (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing immediately prior to the Company being required to pay a termination fee to the Grantee pursuant to Section 8.3 (c) 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.Reorganization Agreement; or (ii) In if the event OPTION HOLDER wishes Grantee shall have terminated the Reorganization Agreement pursuant to Section 8.1(e) thereof or the Grantee shall have delivered to the Company a written notice containing the Grantee's irrevocable determination to terminate the Reorganization Agreement if a final vote of the Company's stockholders on a proposal to adopt the Reorganization Agreement is taken and the Company's stockholders do not adopt the Reorganization Agreement by the Required Company Stockholder Vote. (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 the Closing. Exercise Notice (cthe applicable "Closing Date"); provided, however, that: (A) 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 10 business 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 10 business 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 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 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 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. For a Security to be so purchased at the option of the Holder, the Paying Agent must receive such Security duly endorsed for transfer, together with a written notice of purchase (aa "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 OPTION GRANTOR Option may Fundamental Change Purchase Notice shall state: (1) if certificated, the certificate numbers of the Securities which the Holder shall deliver to be exercised by OPTION HOLDERpurchased; (2) the portion of the principal amount of the Securities which the Holder shall deliver to be purchased, which portion must be $1,000 in principal amount or an integral multiple thereof; (3) 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 Securities to which such Fundamental Change Purchase Notice relates (stating the principal amount and certificate numbers of the Securities 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 Securities (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 Securities 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 Securities subject to appeal, but such Fundamental Change Purchase Notice in no event under this clause (iii) later than May 10, 1998)the circumstances described in the preceding sentence; and (iv4) payment by OPTION GRANTOR that such Securities shall be purchased as of the Trigger Payment set forth Fundamental Change Purchase Date pursuant to the terms and conditions specified in Section 5 paragraph 7 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 Securities and 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.Indenture; and

Exercise of Option. (a) The OPTION GRANTOR Option may shall be exercised exercisable by OPTION HOLDER, in whole Lessee only by Xxxxxx's strict satisfaction on or in part, at any time or from time to time after before 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 Expiration Date of the Merger following terms and conditions (the "Exercise Requirements"): (i) Lessee shall notify Lessor in writing of its exercise of the Option (“Option Exercise Notice”); (ii) Lessee shall accompany the Option Exercise Notice described in the preceding clause with Xxxxxx's execution and delivery to Lessor of the Lease with any additional terms provided in this 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 HOLDERthat, to the extent permitted by law that any provisions of the Lease need to be updated completed or filled in (e.g., dates, references to the scope or description of the Development Work etc.), Lessor and OPTION GRANTOR's organizational documentsLessee shall cooperate in good faith and with diligence to complete such provisions, and provided the fact that the conditions same have not been completed by the date on which Lessee exercises the Option shall in no way invalidate or otherwise prevent Xxxxxx’s exercise of the Option); and (iii) unless Xxxxxx has previously provided the same to OPTION GRANTOR's obligation Lessor, Lessee shall accompany the Option Exercise Notice with evidence reasonably satisfactory to issue Lessor of Lessee having sufficient financial resources to complete the OPTION GRANTOR Shares Development Work (“Evidence of Lessee Financial Capability”). Lessee shall have the right, but not the obligation, to OPTION HOLDER hereunder provide the Evidence of Lessee Financial Capability to Lessor up to ninety (90) days prior to Xxxxxx’s delivering the Option Exercise Notice. Regardless of whether Lessee provides the Evidence of Lessee Financial Capability concurrently with or prior to Lessee’s delivery of the Option Exercise Notice, Lessor shall notify Lessee of its approval of or objection of the Evidence of Lessee Financial Capability in writing within ten (10) business days of receipt thereof from Lessee; failure of Lessor to timely object in writing (which objection, to be valid, must set forth in Section 3 have been satisfied specific, reasonable grounds for its objection and specific proposed solutions or waivedremedies which, if effectuated or provided by Xxxxxx, would negate Lessor’s objections), shall be deemed to be the holder of record Lessor’s approval of the OPTION GRANTOR Shares issuable upon Evidence of Lessee Financial Capability. Without limiting the foregoing, Xxxxxx agrees that if Xxxxxx’s financial condition at the time of its exercise of the Option is reasonably sufficient to meet the “Annual Minimum Rent” requirements under the Ground Lease and construct the proposed Development Work, as evidenced by documentation demonstrating Lessee’s financial viability, such exerciseas, notwithstanding that the stock transfer books by way of OPTION GRANTOR shall then be closed example but not limitation, letters of commitment from financial institutions or that certificates representing reasonable likelihood of Lessee’s ability to obtain 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 placefinancing, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior financial commitments pursuant to the date terms of any joint venture agreements with financially capable third parties (e.g., joint venture agreement or other agreements providing capital for the development of the Closing. (c) The OPTION GRANTOR Option shall terminate upon Premises with entities such as pension funds, life insurance companies, or any affiliate or subsidiary of Brookfield Asset Management, and/or a corporate guaranty for the earliest to occur of: (i) the Effective Time completion of the Merger; Development Work by Fairfield Residential Company LLC, a Delaware limited liability company (ii) the termination “FRC”), Fairfield Investment Company LLC, a Delaware limited liability company (“FIC”), or any other financially capable parent or affiliate of Lessee), which demonstrate reasonable likelihood 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 availability of sufficient funds for the performance of the Merger Agreement upon or during Development Work, Lessee shall be deemed to have met 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 Evidence Exercise Requirement set forth in no event under this clause (iii) of the immediately preceding sentence. Notwithstanding the forgoing, in the event of any adverse material change in Xxxxxx’s financial condition subsequent to Xxxxxx’s providing Evidence of Financial Capability, Lessee shall promptly provide written notification to Lessor detailing such change and Lessor shall have ten (10) business days of receipt thereof to notify Lessee of Lessor’s approval of or objection of the Evidence of Financial Capability as a result of said material adverse change in Xxxxxx’s financial condition. For purposes hereof, “material adverse change” shall be defined as a 20% or greater decrease in the net worth or liquidity of Lessee from the financial statements submitted in connection with exercise of the Option. As soon as reasonably possible following Xxxxxx's proper and timely exercise of the Option, Lessor shall execute and deliver the Lease as soon as reasonably possible thereafter, but, in any event not later than May 10, 1998); and twenty (iv20) payment by OPTION GRANTOR days following the date of Xxxxxx's exercise 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. In order to exercise the option pursuant to this Section 7.5(a), a Qualified Holder shall provide written notice of exercise of the option to the transferring Person and to the LLC not later than fifteen (a15) The OPTION GRANTOR Option may be exercised days following the date of the giving of the Transfer Notice, and such exercise notice shall specify whether such Qualified Holder will purchase all or less than all of its pro rata share of the Interest offered (such share being calculated as if no Class D Preferred Capital, Class B-2 Preferred Capital, Class B-1 Preferred Capital and Class B Preferred Capital were outstanding and disregarding the Sharing Percentages of the transferor and all Persons who are not Qualified Holders). If any Qualified Holder elects not to exercise his option in full, then those Qualified Holders that do exercise their options shall have the option, for an additional five (5) days following the end of the option period for all Qualified Holders, to agree to acquire the Interest that could have been acquired by OPTION HOLDERthe less-than-fully exercising Qualified Holders, in whole again pro rata or in part, such other amounts as they may agree. Any party with an option to purchase an Interest pursuant to this Article may waive its option at any time or from time by notice of such waiver 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) owner 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 Interest and to the right of OPTION HOLDER LLC. A failure by any Qualified Holder to exercise give notice within 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, period therefor shall be deemed to be the holder a notice of record non-exercise as to such proposed Transfer. Any portion of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that Interest remaining after the stock transfer books Qualified Holders’ exercise or non-exercise of OPTION GRANTOR shall then their foregoing rights 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 date, and at a time designated acquired by OPTION HOLDER in an Exercise Notice delivered at least two business days prior the LLC by giving written notice to the date of the Closing. transferring Person within ten (c10) 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 periodthe foregoing period(s) for exercise by the Qualified Holders. Within two (2) business days following the expiration of the foregoing periods, the OPTION GRANTOR Option canLLC shall give notice (the “Remaining Interest Notice”) to the Transferring Person and all Qualified Holders whether there remain any Units (but not Class D Preferred Capital, Class B-2 Preferred Capital, Class B-1 Preferred Capital or Class B Preferred Capital) not to be exercised acquired by reason of any applicable judgment, decree, order, law Qualified Holders or regulation, ten business days after such impediment the LLC pursuant to the 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 options described in this Agreement or Section 7.5(a) (a “Remaining Interest”), in which case the Merger Agreement, or (iiprovisions of Section 7.5(b) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawnshall apply.

Exercise of Option. In order to exercise the option pursuant to this Section 7.5(a), a Qualified Holder shall provide written notice of exercise of the option to the transferring Person and to the LLC not later than fifteen (a15) The OPTION GRANTOR Option may be exercised days following the date of the giving of the Transfer Notice, and such exercise notice shall specify whether such Qualified Holder will purchase all or less than all of its pro rata share of the Interest offered (such share being calculated as if no Class D Preferred Capital, Class B-2 Preferred Capital, Class B-1 Preferred Capital and Class B Preferred Capital were outstanding and disregarding the Sharing Percentages of the transferor and all Persons who are not Qualified Holders). If any Qualified Holder elects not to exercise his option in full, then those Qualified Holders that do exercise their options shall have the option, for an additional five (5) days following the end of the option period for all Qualified Holders, to agree to acquire the Interest that could have been acquired by OPTION HOLDERthe less-than-fully exercising Qualified Holders, in whole again pro rata or in part, such other amounts as they may agree. Any party with an option to purchase an Interest pursuant to this Article may waive its option at any time or from time by notice of such waiver 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) owner 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 Interest and to the right of OPTION HOLDER LLC. A failure by any Qualified Holder to exercise give notice within 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, period therefor shall be deemed to be the holder a notice of record non-exercise as to such proposed Transfer. Any portion of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that Interest remaining after the stock transfer books Qualified Holders’ exercise or non-exercise of OPTION GRANTOR shall then their foregoing rights 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 date, and at a time designated acquired by OPTION HOLDER in an Exercise Notice delivered at least two business days prior the LLC by giving written notice to the date of the Closing. transferring Person within ten (cIO) 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 periodthe foregoing period(s) for exercise by the Qualified Holders. Within two (2) business days following the expiration of the foregoing periods, the OPTION GRANTOR Option canLLC shall give notice (the “Remaining Interest Notice”) to the Transferring Person and all Qualified Holders whether there remain any Units (but not Class D Preferred Capital, Class B-2 Preferred Capital, Class B-1 Preferred Capital or Class B Preferred Capital) not to be exercised acquired by reason of any applicable judgment, decree, order, law Qualified Holders or regulation, ten business days after such impediment the LLC pursuant to the 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 options described in this Agreement or Section 7.5(a) (a “Remaining Interest”), in which case the Merger Agreement, or (iiprovisions of Section 7.5(b) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawnshall apply.

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, and shall not have been in default under this Lease more than once, 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 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 five (5) business days after receipt of the Option Rent Notice (“Tenant’s Acceptance”). 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 Notice terms 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 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 event Landlord and Tenant shall use their best good faith efforts to agree upon the Market Rent. If Landlord and Tenant fail to reach agreement within fifteen (15) days following Tenant’s Acceptance (the “Outside Agreement Date”), then three (3) arbitrators shall be selected pursuant to Section 3 have been satisfied or waived18.4 below and within three (3) business days following such selection, each party shall submit to each other and to the arbitrators a separate determination of the Market Rent. Tenant’s failure to timely submit its determination of Market Rent shall be deemed acceptance of Landlord’s submitted determination of Market Rent. If Tenant’s and Landlord’s submitted Market Rent are within five percent (5%) of each other, the Market Rent shall be deemed to be Landlord’s submitted Market Rent. If Landlord’s submitted Market Rent is more than 5% higher than Tenant’s submitted Market Rent, then the holder of record of parties shall follow the OPTION GRANTOR Shares issuable upon such exerciseprocedure and the Option Rent shall be determined, 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 as set forth in Section 5 of this Agreement to OPTION HOLDER18.4 below. (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) Subject to the Plan and this Agreement, the Option shall vest and be exercisable as follows: Number of Shares Commencement Date Expiration Date 30% of the total Option Shares 1st Anniversary of Grant Date Five Years from Grant Date An additional 30% of the total Option Shares 2nd Anniversary of Grant Date Five Years from Grant Date An additional 20% of the total Option Shares 3rd Anniversary of Grant Date Five Years from Grant Date Remaining 20% of the Option Shares 4th Anniversary of Grant Date Five Years from Grant Date The OPTION GRANTOR Optionee must be employed by the Company at all times from the Grant Date through the applicable annual vesting date set forth above in order to vest in the tranche of 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 Shares vesting on such date. Upon a termination fee under Section 10.3(a) of the Merger Agreement (provided that Optionee’s employment with the events specified in Section 10.3(a)(ii)(A) Company for any reason or no reason, all vesting of the Merger Agreement Option shall have occurredcease. The foregoing notwithstanding, although if the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) Optionee’s employment with the Company terminates by virtue of the Merger Agreement Optionee’s (regardless i) termination by the Company without Cause; (ii) voluntary resignation for Good Reason; (iii) death; or (iv) Disability (a termination of whether employment for any 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 Subsidiary), any such event by which reasons set forth in the Merger Agreement becomes so terminable by OPTION HOLDER being immediately preceding subsections (i) through (iv) to be referred to herein as a "Trigger Event"“Qualifying Termination”). , then fifty percent (i50%) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of the occurrence of any Trigger Event, it being understood Option Shares that the giving of such notice by OPTION GRANTOR shall not be a condition are otherwise unvested 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 Option, OPTION HOLDER annual vesting schedule set forth above 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 become vested as of the Exercise Notice and the tender date of the applicable aggregate Exercise PriceQualifying Termination; provided, OPTION HOLDERhowever, that if the Qualifying Termination occurs prior to the extent permitted by law and OPTION GRANTOR's organizational documentsfirst anniversary of the Grant Date, and provided then seventy-five percent (75%) of the Option Shares that are otherwise unvested pursuant to the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder annual vesting schedule set forth above shall become vested as of the date of the Qualifying Termination. Further, following a Qualifying Termination, vested Option Shares shall continue to be exercisable until the fifth (5th) anniversary of the Grant Date. Notwithstanding the foregoing, if the Optionee’s services are terminated by the Company without Cause or as the result of the Optionee’s voluntary resignation for Good Reason, in Section 3 have been satisfied either instance at any time within the three (3) month period immediately preceding, or waivedthe twelve (12) month period immediately following, a Change in Control, one hundred percent (100%) of the Option Shares that are (or were) otherwise unvested Shares as of the date the Optionee’s employment terminates shall thereafter become vested Shares. For purposes of this Agreement, a “Change in Control” shall be deemed to be occur on the holder earliest of record (a) the purchase or other acquisition of outstanding shares of the OPTION GRANTOR Shares issuable upon Company’s capital stock by any entity, person or group of beneficial ownership, as that term is defined in rule 13d-3 under the Securities Exchange Act of 1934 (other than the Company or one of its subsidiaries or employee benefit plans), in one or more transactions, such exercise, notwithstanding that the holder, as a result of such acquisition, then owns more than 50% of the outstanding capital stock transfer books of OPTION GRANTOR shall then be closed the Company entitled to vote for the election of directions (“Voting Stock”); (b) the completion by any entity, person, or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. group (ivother than the Company or one of its subsidiaries or employee benefit plans) 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 tender offer or an Exercise Notice delivered at least two business days prior to the date exchange offer for more than 50% of the Closing. outstanding Voting Stock of the Company; and (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: effective time of (i1) the Effective Time a merger or consolidation of the Merger; (ii) Company with one or more corporations as a result of which the termination holders 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 outstanding Voting Stock of the Merger Agreement upon Company immediately prior to such merger or during consolidation hold less than 50% of the continuance Voting Stock of a Trigger Event (the surviving 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 resulting corporation immediately after such impediment to exercise shall have been removed merger 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 Agreementconsolidation, or (ii2) a Trigger Payment has been paid pursuant transfer of all or substantially all of the property or assets of the Company other than to Section 5 an entity of this Agreement which the Company owns at least 80% of the Voting Stock, or demand therefor has been made and not withdrawn(3) the approval by the stockholders of the Company of a liquidation or dissolution of the Company.

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 Lessee hereunder 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 Extension Option may 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 thirteen (13) months nor less than eleven (11) months prior to the expiration of the occurrence of any Trigger Event, it being understood initial Lease Term stating that Tenant may be interested in exercising the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Extension 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 ten (10) months prior to the expiration of the initial Lease Term setting forth the Option Rent; and (iii) if Tenant wishes to exercise the OPTION GRANTOR Extension Option, OPTION HOLDER shall deliver to OPTION GRANTOR Tenant shall, on or before the date (the “Exercise Date”) which is thirty (30) days after Tenant’s receipt of the Option Rent Notice, exercise the Extension 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 or waived4 below. If Tenant timely delivers the Exercise Notice but fails to timely object in writing to Landlord’s determination of the 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 4 shall not apply. Tenant’s failure to deliver the Interest Notice or Exercise Notice on or before the applicable delivery dates therefore specified hereinabove shall be the holder of record deemed to constitute Tenant’s waiver of the Extension Option. EXTENSION OPTION GRANTOR Shares issuable upon such exerciseRXXXX XXXXXX VILLAGE [Aqua Metals, 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.Inc.]

Exercise of Option. (a) The OPTION GRANTOR Subject to the satisfaction or waiver of the conditions set forth in Section 9 of this Stock Option Agreement, prior to the termination of this Stock Option Agreement in accordance with its terms, Grantee 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 occurrence of a Triggering Event (as defined below). The Option shall terminate and not be exercisable at any time following the Expiration Date (as defined in Section 11). The term "Triggering Event" means the time immediately prior to a termination fee under the occurrence of any of the events (or series of events) specified in Section 10.3(a6.3(a) of the Merger Agreement (provided that giving rise to the events obligation of the Company to pay the fee specified in Section 10.3(a)(ii)(A) of 6.3(a). Notwithstanding the foregoing, the Option will not be exercisable if Grantee has materially breached the Merger Agreement shall have occurred, although and such breach remains uncured at the events specified in Section 10.3(a)(ii)(Btime of exercise. (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 If Grantee wishes to exercise the OPTION GRANTOR OptionOption at such time as the Option is exercisable and has not terminated, OPTION HOLDER Grantee shall deliver to OPTION GRANTOR written notice (an the "Exercise Notice") to Issuer specifying Grantee's 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"), which date shall not be less than two (2) shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two nor more than thirty (30) business days prior to after the date later of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; date such Exercise Notice is given and (ii) the 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; (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 judgmentwaiting period under the HSR Act. If (1) any Third Party shall, decreeafter the date hereof, order, law acquire fifteen percent (15%) 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 more of the Trigger Payment set forth in Section 5 then outstanding shares of this Agreement Issuer Common Stock (a "Share Acquisition"), and a Triggering Event shall occur subsequent to OPTION HOLDER. such Share Acquisition, (d2) Notwithstanding a Triggering Event shall occur prior to a Share Acquisition and such Share Acquisition occurs prior to 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 AgreementExpiration Date, or (ii3) subsequent to a Trigger Payment has been paid pursuant Triggering Event and prior to the Expiration Date, Issuer shall enter into a written definitive agreement with any Third Party providing for a Company Acquisition, then Grantee, in lieu of exercising the Option, shall have the right at any time thereafter (for so long as the Option is exercisable under Section 5 2(a) hereof) to request in writing that Issuer pay, and promptly (but in any event not more than ten (10) business days) after the giving by Grantee of this Agreement or demand therefor has been made and not withdrawn.such request, Issuer shall pay to Grantee, in cancellation of the Option, an amount in cash (the "Cancellation Amount") equal to the lesser of:

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 Section 10.3(a) of the Merger Agreement all Members unequivocally stating that they are exercising such right and option (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 said notice 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 hereinafter 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 ). Except as provided in the total number immediately following sentence of OPTION GRANTOR Shares it wishes this Section 20.03(b), the purchase price for said Defaulting Member and its Affiliates' entire Membership Interest (said amount being hereinafter referred to purchase. (iii) Upon as the giving by OPTION HOLDER to OPTION GRANTOR of the Exercise Notice and the tender of the applicable aggregate Exercise "Default Purchase 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 be an Exercise Notice delivered at least two business days prior amount equivalent to the date seventy-five percent (75%) of the Closing. value of the Defaulting Member and its Affiliates' Membership Interest computed by utilization of the 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 (c) The OPTION GRANTOR Option the "Default Formula Price"). If the Appraised Value of the Project as so determined, net of any outstanding Constructions Loans and/or Permanent Financing/Refinancing, is less than the sum of all unreturned Initial Contributions, Mandatory Contributions and Non-Required Contributions of the Members and accrued and unpaid Interest/Return thereon, the Default Purchase Price shall terminate upon be the earliest to occur of: greater of (i) the Effective Time of the Merger; Default Formula Price and (ii) an amount equal to the termination amount that would be distributed to the Defaulting Member and its Affiliates upon a Capital Events Distribution in an amount equal to the Appraised Value of the Merger Agreement 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 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of 20.06 below. Said purchase shall be on the Merger Agreement upon or during terms and pursuant to 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 procedures set forth herein and the closing of said transaction shall take place in accordance with the provisions of 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.20.06

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 Notwithstanding provisions for regular exercise, if more than 80% of a purchase the aggregate value of OPTION GRANTOR Shares (a "Closing") shall occur at a placeall classes of Company common stock is owned, directly or indirectly, by RJR Nabisco Holdings Corp. 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 exercise then the ClosingCompany may, in its absolute discretion, make a cash payment to the Optionee, net of taxes, equal to the product of (x) and (y), where (x) is the excess of the fair market value of Common Stock on the date of exercise over the exercise price, and (y) is the number of shares subject to the Option(s) being exercised. Such cash payment shall be in lieu of delivery of shares. (c) The OPTION GRANTOR Subject to Sections 2(b), 2(d), and 4, this Option shall terminate upon be vested in three installments. The first installment shall be vested on the earliest to occur of: (i) the Effective Time 1st of January following Date of Grant for 33% of the Merger; (ii) the termination number of shares of Common Stock subject to this Option. Thereafter, on each subsequent January 1st an installment shall become vested for 33% and 34%, respectively, of the Merger Agreement pursuant number of shares subject to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following Option until the Option has become fully vested. To the extent that any termination portion of the Merger Agreement upon Option is not exercised, it shall not expire, but shall continue to be vested at any time thereafter until this Option shall terminate, expire 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 surrendered. An 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 HOLDERbe for whole shares only. (d) Notwithstanding the foregoing, the OPTION GRANTOR This Option may shall not be exercised if (i) OPTION HOLDER is in material breach prior to 36 months after the Date 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 withdrawnGrant.