Common use of IN TESTIMONY WHEREOF Clause in Contracts

IN TESTIMONY WHEREOF. witness the signatures of the parties hereto on the day and date first above written. LESSOR: DESA II PARTNERSHIP BY:________________________________ LESSEE: DESA INTERNATIONAL, INC. BY:________________________________ Dirk D. Miller Vice Xxxxxxxxx XXATE OF TENNESSEE COUNTY OF BEDFORD I, the Undersigned, a Notary Public in and for the State and County aforesaid, do hereby certify that _________________ did personally appear before me and did certify and declare that he is the Managing Partner of a Tennessee general partnership, and that he acknowledged he executed the foregoing Lease as Managing Partner thereof on behalf of said partnership as duly authorized by the partnership and as the act of the partnership for the purposes therein stated on this ______day of ___________ , 1994. ------------------------- NOTARY PUBLIC MY COMMISSION EXPIRES:____________ STATE OF TENNESSEE COUNTY OF BEDFORD I, the undersigned, a Notary Public in and for the State and County aforesaid, do hereby certify that the foregoing Lease was executed before me by DESA International, Inc. by and through Dirk D. Miller its Vice President, and that the said Dirk D. Miller xxxxxxxxxx appeared before me, after being first dxxx xxxxx, xxx declared that he was the officer designated and that he executed the foregoing Lease as Vice President of the Corporation and that the execution of this Lease is the voluntary act and deed of the Corporation. WITNESS my hand on this ____ day of _____________, 1993. ------------------------- NOTARY PUBLIC MY COMMISSION EXPIRES:____________ SCHEDULE A PROJECT DESCRIPTION CONCRETE FLOOR SLAB CONCRETE SLAB ON GRADED TRUCK DOCK ELECTRICAL

IN TESTIMONY WHEREOF. witness the signatures of the parties hereto on I have hereunto set my hand and affixed my official seal at my office in said County and State the day and date first year last above written. LESSOR................................................................. STATE OF NEW YORK ) ) SS.: DESA II PARTNERSHIP BY:COUNTY OF NEW YORK ) On this __________ day of __________________, 199_, before me,___________________, a Notary Public duly commissioned, qualified and acting within and for said County and State, appeared __________________ and _________________, to me personally well known, who stated that they were a ______________________ and __________________, respectively, of BANKERS TRUST COMPANY, a corporation, and were duly authorized in their respective capacities to execute the foregoing instrument for and in the name and behalf of said corporation; and further stated and acknowledged that they had so signed, executed and delivered said foregoing instrument for the consideration, uses and purposes therein mentioned and set forth. On the _______ day of ________________, 199_, before me personally came ________________________________ LESSEE: DESA INTERNATIONAL, INC. BY:to me known, who, being by me duly sworn, did depose and say that she resides ________________________________ Dirk D. Miller Vice Xxxxxxxxx XXATE OF TENNESSEE COUNTY OF BEDFORD I, the Undersigned, ; that she is a Notary Public in and for the State and County aforesaid, do hereby certify that _________________ did personally appear before me of BANKERS TRUST COMPANY, one of the corporations described in and did certify and declare which executed the above instrument; that he she knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Managing Partner Board of a Tennessee general partnershipDirectors of said corporation, and that he acknowledged he executed she signed her name thereto by like authority. On the foregoing Lease as Managing Partner thereof on behalf of said partnership as duly authorized by the partnership and as the act of the partnership for the purposes therein stated on this ______day of ___________ , 1994. ------------------------- NOTARY PUBLIC MY COMMISSION EXPIRES:____________ STATE OF TENNESSEE COUNTY OF BEDFORD I, the undersigned, a Notary Public in and for the State and County aforesaid, do hereby certify that the foregoing Lease was executed before me by DESA International, Inc. by and through Dirk D. Miller its Vice President, and that the said Dirk D. Miller xxxxxxxxxx appeared before me, after being first dxxx xxxxx, xxx declared that he was the officer designated and that he executed the foregoing Lease as Vice President of the Corporation and that the execution of this Lease is the voluntary act and deed of the Corporation. WITNESS my hand on this ____ day of ______________, 1993. ------------------------- NOTARY PUBLIC MY COMMISSION EXPIRES:199_, before me appeared ___________, to me personally known, who, being by me duly sworn, did say that she is a ________________ SCHEDULE A PROJECT DESCRIPTION CONCRETE FLOOR SLAB CONCRETE SLAB ON GRADED TRUCK DOCK ELECTRICALof BANKERS TRUST COMPANY, and that the seal affixed to the foregoing instrument is the corporate seal of said corporation, and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors, and she acknowledged said instrument to be the free act and deed of said corporation.

IN TESTIMONY WHEREOF. witness I hereunto set my hand and official seal. ________________________ ________________________ Title of Officer INDIVIDUAL ACKNOWLEDGMENT STATE OF ARKANSAS, ____________ County ss: On this ______ day of__________, 19_______, before me, the signatures undersigned officer. personally appeared ______________________ known to me (or satisfactorily proven) to be the person(s) whose name(s) ___________________, subscribed to the within Instrument and acknowledged that_________he________ executed the same for the purposes therein contained. IN TESTIMONY WHEREOF, I hereunto set my hand and official seal. ________________________ ________________________ Title of Officer INDIVIDUAL LIMITED PARTNERSHIP ACKNOWLEDGMENT STATE OF ARKANSAS,_________________County ss: On this ________day of_________, 19__, before me, the parties hereto on undersigned officer. personally appeared ________________ the day and date first above written. LESSOR: DESA II PARTNERSHIP BY:individual(s) named in the foregoing Instrument as the general partner(s) of ________________________________ LESSEE: DESA INTERNATIONAL, INCa Limited Partnership, and, on behalf of such Limited Partnership, did acknowledge the foregoing Instrument to the act and deed of said Limited Partnership. BY:________IN TESTIMONY WHEREOF, I hereunto set my hand and official seal. ________________________ Dirk D. Miller Vice Xxxxxxxxx XXATE OF TENNESSEE COUNTY OF BEDFORD I, the Undersigned, a Notary Public in and for the State and County aforesaid, do hereby certify that ________________________ did Title of Officer CORPORATE LIMITED PARTNERSHIP ACKNOWLEDGMENT STATE OF ARKANSAS,______________________County ss: On this__ day of___, 19___, before me, the undersigned officer, personally appear before me and did certify and declare that he is the Managing Partner of a Tennessee general partnership, and that he acknowledged he executed the foregoing Lease as Managing Partner thereof on behalf of said partnership as duly authorized by the partnership and as the act of the partnership for the purposes therein stated on this appeared ______day of ______, who acknowledged himself to be the ___________ , 1994. ------------------------- NOTARY PUBLIC MY COMMISSION EXPIRES:of____________ STATE OF TENNESSEE COUNTY OF BEDFORD I, the undersigned, a Notary Public corporation named in and for the State and County aforesaid, do hereby certify that the foregoing Lease was executed before me by DESA International, Inc. by and through Dirk D. Miller its Vice President, and that instrument as the said Dirk D. Miller xxxxxxxxxx appeared before me, after being first dxxx xxxxx, xxx declared that he was the officer designated and that he executed the foregoing Lease as Vice President of the Corporation and that the execution of this Lease is the voluntary act and deed of the Corporation. WITNESS my hand on this ____ day General Partner of _________________, 1993. ------------------------- NOTARY PUBLIC MY COMMISSION EXPIRES:a Limited Partnership, and that he as such ____________ SCHEDULE of the General Partner, being authorized to do so, executed the foregoing Instrument for the purposes therein contained in the name of such Limited Partnership by himself as _______________ the General Partner, on behalf of said Limited Partnership. IN TESTIMONY WHEREOF, I hereunto set my hand and official seal. ________________________ ________________________ Title of Officer 17 STATE OF ARKANSAS, Pulaski County ss: On this 14 day of August, 1997, before me, the undersigned officer, personally appeared Xxxxx X. Xxxxx , who acknowledged himself to be the Managing Member of SV, L.L.C. (d/b/a Waterton SV, L.L.C.) the limited liability company named in the foregoing Instrument as the General Partner of Waterton Rock Investors, Limited, a limited partnership and the General Partner of WATERTON ROCK, LIMITED, a limited partnership, and that he as such Managing Member of SV, L.L.C., the General Partner of Waterton Rock Investors, Limited, the General Partner of WATERTON ROCK, LIMITED, being authorized to do so, executed the foregoing Instrument for the purposes therein contained in the name of such Limited Partnership by himself as Managing Member of SV, L.L.C., the General Partner of Waterton Rock Investors, Limited, the General Partner of WATERTON ROCK, LIMITED, on behalf of WATERTON ROCK, LIMITED. IN TESTIMONY WHEREOF, I hereunto set my hand and official seal. /s/ Xxxxxx X. Xxxxxx Title of Officer: Notary Public My Commission expires: 4/23/2003 [NOTARIAL SEAL] 18 EXHIBIT A PROJECT DESCRIPTION CONCRETE FLOOR SLAB CONCRETE SLAB ON GRADED TRUCK DOCK ELECTRICALThe land located in the County of Pulaski, State of Arkansas, and described as follows: Part Of Tracts 3, 6, and 7, Hillvale Addition, Little Rock, Pulaski County, Arkansas, more particularly described as follows: Beginning at the Northwest corner of Tract 7, Hillvale Addition; thence South 67 degrees 35 minutes 20 seconds East 35.00 feet; thence South 48 degrees 59 minutes 16 seconds East 80.00 fact; thence South 77 degrees 17 minutes 24 seconds East 72.00 feet; thence South 30 degrees 18 minutes 29 seconds East 78.00 feet; thence South 68 degrees 07 minutes 04 seconds East 124.00 feet to a point on the East line of the West 1/2 of said Tract 7; thence South 00 degrees 45 minutes 54 seconds West along said East line 374.98 feet to a point on the North line of a 50 foot wide Little Rock Water Works Easement; thence North 87 degrees 25 minutes 51 seconds West along said North line 219.11 feet; thence North 78 degrees 18 minutes 19 seconds West continuing along said North line 290.87 feet; thence North 81 degrees 37 minutes 00 seconds West continuing along said North line 298.70 feet; thence North 33 degrees 50 minutes 55 seconds East 350.00 feet; thence North 8 degrees 54 minutes 57 seconds East 60.00 feet; thence North 53 degrees 57 minutes 51 seconds East 80.00 feet; thence North 42 degrees 42 minutes 56 seconds East 99.00 feet; thence North 67 degrees 48 minutes 07 seconds East 98.00 feet; thence South 66 degrees 15 minutes 55 seconds East 50.00 feet; thence South 46 degrees 21 minutes 58 seconds East 20.00 feet to a point on the East line of Tract 3, Hillvale Addition; thence South 00 degrees 54 minutes 05 seconds West along said East line 15.00 feet to the Point of Beginning. RIDER MULTIFAMILY INSTRUMENT THIS RIDER TO MULTIFAMILY INSTRUMENT (the "Rider") is made as of the 15th day of August , 1997, and is incorporated into and shall be deemed to amend and supplement the Multifamily Mortgage, Deed of Trust or Deed to Secure Debt of the same date (the "Instrument"), given by the undersigned WATERTON ROCK, LIMITED, an Arkansas limited partnership (the "Borrower"), to secure Borrower's Multifamily Note of the same date (the "Note") with Addendum to Multifamily Note of the same date (The "AddendumBERKSHIRE MORTGAGE FINANCE LIMITED PARTNERSHIP, 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 , [Insert address of Lender], and its successors, assigns and transferees (the "Lender"), covering the property described in the Instrument and defined therein as the "Property," located at: 00000 Xxxxxx Xxxxxxx, Xxxxxx Xxxx, Xxxxxxx Xxxxxx, Arkansas [Property Address] The Property is located entirely within the State of Arkansas [insert name of state in which the Property is located] (the "Property Jurisdiction").

IN TESTIMONY WHEREOF. witness the signatures I have hereunto subscribed my name and affixed my official seal this ____ day of the parties hereto on the day and date first above written. LESSOR: DESA II PARTNERSHIP BY:____________, at _____________, ________________. ----------------------------------------- Notary Public My Commission Expires:] (Notarial Seal) [ACKNOWLEDGMENT (CORPORATE) STATE OF ) ------------------------ )SS COUNTY OF ) ----------------------- Before me, a Notary Public in and for said County, personally appeared _____________, a ______________ corporation, by the ______________________ LESSEE: DESA INTERNATIONALof such corporation, INCwho acknowledged that (s)he did sign the foregoing instrument on behalf of said corporation and that said instrument is the voluntary act and deed of said corporation and his/her voluntary act and deed as such officer of said corporation. BY:IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my official seal this ____day of ___________, at ________________, _______________. ----------------------------------------- Notary Public My Commission Expires:] (Notarial Seal) EXHIBIT A-2 to Guarantor Security Agreement Form of Mortgagee Agreement Bank One, NA 0 Xxxx Xxx Xxxxx Xxxxxxx, XX 00000 Attention: Xxxxx Xxxxxx Ladies and Gentlemen: Ag-Chem Equipment Canada, Ltd.. ("Grantor"), is the lessee under that certain lease dated _____________ between the Grantor, and ____________________ Dirk D. Miller Vice Xxxxxxxxx XXATE OF TENNESSEE COUNTY OF BEDFORD I(the "Landlord[s]"), the Undersigned, a Notary Public in and for the State and County aforesaid, do hereby certify that covering certain premises located at _________________ did personally appear before me and did certify and declare that he (the "Premises") as more fully described on Exhibit A(1) attached hereto (the "Lease"). The undersigned is the Managing Partner of mortgagee under a Tennessee general partnership, mortgage between the Landlord[s] and that he acknowledged he executed the foregoing Lease as Managing Partner thereof on behalf of said partnership as duly authorized by undersigned covering the partnership and as Premises (the act "Mortgage"). The undersigned is the sole mortgagee of the partnership Premises. Grantor has certain of its assets located on the Premises. Grantor has entered into certain financing arrangements with a group of lenders ("Lenders") including Bank One, NA, as contractual representative for the purposes therein stated Lenders (the "Agent") and the Agent and the Lenders require, among other things, that Grantor grant liens in favor of the Agent for the benefit of itself and the Lenders on this ______day all of ___________ , 1994Grantor's property located on the Premises ("Collateral"). ------------------------- NOTARY PUBLIC MY COMMISSION EXPIRES:____________ STATE OF TENNESSEE COUNTY OF BEDFORD IBy its signature below, the undersigned, a Notary Public in and for the State and County aforesaid, do hereby certify that the foregoing Lease was executed before me by DESA International, Inc. by and through Dirk D. Miller its Vice President, and that the said Dirk D. Miller xxxxxxxxxx appeared before me, after being first dxxx xxxxx, xxx declared that he was the officer designated and that he executed the foregoing Lease as Vice President of the Corporation and that the execution of this Lease is the voluntary act and deed of the Corporation. WITNESS my hand on this ____ day of _____________, 1993. ------------------------- NOTARY PUBLIC MY COMMISSION EXPIRESundersigned agrees that:____________ SCHEDULE A PROJECT DESCRIPTION CONCRETE FLOOR SLAB CONCRETE SLAB ON GRADED TRUCK DOCK ELECTRICAL

IN TESTIMONY WHEREOF. witness the signatures said party of the parties hereto first part, on the day and date year first above hereinbefore written, has caused these presents to be signed. LESSORTRIZEC 000 X. XXXXX STREET, LLC, a Delaware limited liability company By: DESA II PARTNERSHIP BY:------------------------------------- Name: ------------------------------------- Title: ------------------------------------- STATE OF _______________________ SS COUNTY OF _______________________ On this ______ day of ________, 2004, before me, the undersigned ___________________, personally appeared ____________ the __________ of ______________________________________________________, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and acknowledged that he has executed the same for the purposes contained therein. In witness whereof, I have hereunto set my hand and official seal this _______ day of ________, 2004. My commission expires: (SEAL) _______________________________________ LESSEEMy commission expires: DESA INTERNATIONAL, INC. BY:Notary Public ______________________ ---------------------------------------------------------------- GRANTOR'S ADDRESS: Trizec 250 X. Xxxxx, LLC (PARTY OF THE c/o Trizec Holdings, Inc. FIRST PART) 000 Xxxxx Xxxxxx Xxxxx Chicago, Illinois 60606 GRANTEE'S ADDRESS: ___________________________ Dirk D. Miller Vice Xxxxxxxxx XXATE (PARTY OF TENNESSEE COUNTY OF BEDFORD I, the Undersigned, a Notary Public in and for the State and County aforesaid, do hereby certify that THE ___________________________ did personally appear before me and did certify and declare that he is the Managing Partner of a Tennessee general partnership, and that he acknowledged he executed the foregoing Lease as Managing Partner thereof on behalf of said partnership as duly authorized by the partnership and as the act of the partnership for the purposes therein stated on this ______day of ___________ , 1994. ------------------------- NOTARY PUBLIC MY COMMISSION EXPIRES:____________ STATE OF TENNESSEE COUNTY OF BEDFORD I, the undersigned, a Notary Public in and for the State and County aforesaid, do hereby certify that the foregoing Lease was executed before me by DESA International, Inc. by and through Dirk D. Miller its Vice President, and that the said Dirk D. Miller xxxxxxxxxx appeared before me, after being first dxxx xxxxx, xxx declared that he was the officer designated and that he executed the foregoing Lease as Vice President of the Corporation and that the execution of this Lease is the voluntary act and deed of the Corporation. WITNESS my hand on this ____ day of SECOND PART) _____________, 1993. ------------------------- NOTARY PUBLIC MY COMMISSION EXPIRES:______________ SCHEDULE ___________________________ CONSIDERATION: $_______________ TITLE INSURER: or I HEREBY CERTIFY THAT THIS DEED WAS PREPARED BY GRANTEE, A PROJECT PARTY TO THIS INSTRUMENT. TRIZEC 250 X. XXXXX, LLC, a Delaware limited liability company By: ---------------------------------- Name: --------------------------- Title: -------------------------- EXHIBIT A DESCRIPTION CONCRETE FLOOR SLAB CONCRETE SLAB ON GRADED TRUCK DOCK ELECTRICALOF LAND PARCEL I

IN TESTIMONY WHEREOF. witness the signatures of the parties hereto on I have hereunto set my hand and affixed my official seal at my office in said Parish and State the day and date first year last above written. LESSOR: DESA II PARTNERSHIP BY:________________________________ LESSEENotary Public Parish of Orleans, State of Louisiana My Commission is Issued For Life STATE OF NEW YORK ) ) SS.: DESA INTERNATIONALCOUNTY OF NEW YORK ) On this __ day of July, INC. BY:2001, before me, ________________________________ Dirk D. Miller Vice Xxxxxxxxx XXATE OF TENNESSEE COUNTY OF BEDFORD I, the Undersigned, a Notary Public duly commissioned, qualified and acting within and for said County and State, appeared Carol Ng and Rodney Gaughan, to me personally well xxxxx, xho stxxxx xxxx xxxx were a Vice President and Associate, respectively, of BANKERS TRUST COMPANY, a corporation, and were duly authorized in their respective capacities to execute the foregoing instrument for and in the name and behalf of said corporation; and further stated and acknowledged that they had so signed, executed and delivered said foregoing instrument for the consideration, uses and purposes therein mentioned and set forth. On the __ day of July, 2001, before me personally came Carol Ng, to me known, who, being by me duly sworn, xxx xxxxse and say that she resides at 246-23 Van Zandt Avenue, Douglaston, NY 11362; that xxx xx x Xxxx Xxxxxxxxx xx XXXXXXX XXXXX XXXXXNY, one of the corporations described in and for which executed the State above instrument; that she knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation, and County aforesaid, do hereby certify that _______________she signed her name thereto by like authority. On the __ did personally appear day of July, 2001, before me and appeared Rodney Gaughan, to me personally known, who, being by xx xxxx xxxxx, did certify and declare say that he is the Managing Partner an Associate of a Tennessee general partnership, and that he acknowledged he executed the foregoing Lease as Managing Partner thereof on behalf of said partnership as duly authorized by the partnership and as the act of the partnership for the purposes therein stated on this ______day of ___________ , 1994. ------------------------- NOTARY PUBLIC MY COMMISSION EXPIRES:____________ STATE OF TENNESSEE COUNTY OF BEDFORD I, the undersigned, a Notary Public in and for the State and County aforesaid, do hereby certify that the foregoing Lease was executed before me by DESA International, Inc. by and through Dirk D. Miller its Vice PresidentBANKERS TRUST COMPANY, and that the seal affixed to the foregoing instrument is the corporate seal of said Dirk D. Miller xxxxxxxxxx appeared before mecorporation, after being first dxxx xxxxx, xxx declared that he was the officer designated and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors, and he executed acknowledged said instrument to be the foregoing Lease as Vice President of the Corporation and that the execution of this Lease is the voluntary free act and deed of the Corporation. WITNESS my hand on this ____ day of _____________, 1993. ------------------------- NOTARY PUBLIC MY COMMISSION EXPIRES:____________ SCHEDULE A PROJECT DESCRIPTION CONCRETE FLOOR SLAB CONCRETE SLAB ON GRADED TRUCK DOCK ELECTRICALsaid corporation.

IN TESTIMONY WHEREOF. witness the signatures I have hereunto subscribed my name and affixed my official seal this day of the parties hereto on the day , _____ at , . Notary Public My Commission Expires: (Notarial Seal) STATE OF ) ) SS. COUNTY OF ) Before me, a Notary Public in and date first above written. LESSOR: DESA II PARTNERSHIP BY:for said County, personally appeared ________________________________ LESSEE: DESA INTERNATIONAL, INC. BY:a ____________________, by the of such ____________ Dirk D. Miller Vice Xxxxxxxxx XXATE OF TENNESSEE COUNTY OF BEDFORD I______, who acknowledged that (s)he did sign the Undersigned, a Notary Public in and for the State and County aforesaid, do hereby certify that foregoing instrument on behalf of said _________________ did personally appear before me and did certify and declare that he is the Managing Partner of a Tennessee general partnership, and that he acknowledged he executed the foregoing Lease as Managing Partner thereof on behalf of said partnership as duly authorized by the partnership and as the act of the partnership for the purposes therein stated on this ______day of ___________ , 1994. ------------------------- NOTARY PUBLIC MY COMMISSION EXPIRES:____________ STATE OF TENNESSEE COUNTY OF BEDFORD I, the undersigned, a Notary Public in and for the State and County aforesaid, do hereby certify that the foregoing Lease was executed before me by DESA International, Inc. by and through Dirk D. Miller its Vice President, and that the said Dirk D. Miller xxxxxxxxxx appeared before me, after being first dxxx xxxxx, xxx declared that he was the officer designated and that he executed the foregoing Lease as Vice President of the Corporation and that the execution of this Lease instrument is the voluntary act and deed of the Corporation. WITNESS my hand on this ____ day of said ______________ and his/her voluntary act and deed as such officer of said ______________. IN TESTIMONY WHEREOF, 1993I have hereunto subscribed my name and affixed my official seal this day of , ____ at , . ------------------------- NOTARY PUBLIC MY COMMISSION EXPIRES:Notary Public My Commission Expires: (Notarial Seal) 2 To include legal description of the premises To: JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Agent 2000 Xxxx Xxxxxx, 9th Floor Dallas, Texas 75201 Attention of Region Manager Telecopy No. (000) 000-0000 [Name of Entity], [Type of Entity], (“Grantor”), now does or hereafter may have certain of its merchandise, inventory, or other of its personal property for processing, storage, consignment, engineering, evaluation or repairs, located at _______________ SCHEDULE A PROJECT DESCRIPTION CONCRETE FLOOR SLAB CONCRETE SLAB ON GRADED TRUCK DOCK ELECTRICAL(the “Premises”) owned or leased by the undersigned. Grantor has entered into that certain Amended and Restated Security Agreement dated as of March 16, 2011 by and among Tesoro Corporation (the “Company”), certain subsidiaries of the Company and JPMorgan Chase Bank, National Association, as Agent (the “Agent”) (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”) to secure the obligations of the Company under that certain Fifth Amended and Restated Credit Agreement dated as of March 16, 2011 by and among the Company, the lending institutions from time to time parties thereto as Lenders and as LC Issuers (collectively, the “Lenders”) and the Agent (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein but not defined herein or in the Security Agreement shall have the meanings ascribed thereto in the Credit Agreement. In order to induce the Agent and the Lenders (together with their respective agents, successors and assigns) to continue such financing arrangements, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby certifies and agrees that:

IN TESTIMONY WHEREOF. witness I have hereunto subscribed my name and affixed my official seal at New York, New York this day of ________, 1992. ____________________________________ Notary Public LESSEE'S AGREEMENT ------------------ The undersigned, as Lessee under the signatures lease herein described, does hereby accept and agree to the terms of the parties hereto on foregoing Subordination of Mortgage, which shall inure to the day benefit of and date first above writtenbe binding upon the undersigned and the heirs, executors, administrators, legal representatives, successors and assigned or the undersigned. LESSOR: DESA II PARTNERSHIP BY[NAME OF TENANT] By:____________________________________ LESSEEName:_________________________ Title:________________________ CORPORATE --------- STATE OF NEW YORK ) ) SS: DESA INTERNATIONALCOUNTY OF NEW YORK ) On this ____ day of _______, INC1992, before me appeared to me personally known, who, being by me duly sworn, did say that he is the _____________________________ of ____________________ and that the seal affixed to the foregoing instrument is the corporate seal of said corporation, and that said instrument was signed and sealed on behalf of said corporation by authority of its Board of Directors, and he acknowledged said instrument to be the free act and deed of said corporation. BY:_________________________________ Dirk D. Miller Vice Xxxxxxxxx XXATE OF TENNESSEE COUNTY OF BEDFORD I, the Undersigned, a Notary Public in and for the State and County aforesaid, do hereby certify that _________________ did personally appear before me and did certify and declare that he is the Managing Partner of a Tennessee general partnership, and that he acknowledged he executed the foregoing Lease as Managing Partner thereof on behalf of said partnership as duly authorized by the partnership and as the act of the partnership for the purposes therein stated on this ______day of ___________ , 1994. ------------------------- NOTARY PUBLIC MY COMMISSION EXPIRES:____________ STATE OF TENNESSEE COUNTY OF BEDFORD I, the undersigned, a Notary Public in and for the State and County aforesaid, do hereby certify that the foregoing Lease was executed before me by DESA International, Inc. by and through Dirk D. Miller its Vice President, and that the said Dirk D. Miller xxxxxxxxxx appeared before me, after being first dxxx xxxxx, xxx declared that he was the officer designated and that he executed the foregoing Lease as Vice President of the Corporation and that the execution of this Lease is the voluntary act and deed of the Corporation. WITNESS my hand on this ____ day of _____________, 1993. ------------------------- NOTARY PUBLIC MY COMMISSION EXPIRES:____________ SCHEDULE A PROJECT DESCRIPTION CONCRETE FLOOR SLAB CONCRETE SLAB ON GRADED TRUCK DOCK ELECTRICALEXHIBIT "F" RULES AND REGULATIONS ---------------------

IN TESTIMONY WHEREOF. witness the signatures this instrument is executed effective as of the parties hereto on the day and date year first above written. LESSORRAPTOR PHARMACEUTICAL CORP., a Delaware corporation By: DESA II PARTNERSHIP BY:/s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: CFO JPMORGAN CHASE BANK, N.A., a national banking association By: __________________________ Name: ________________________ Title: _________________________ Landlord hereby acknowledges and agrees to Paragraph 5 above: XXXXXXXX XXXXX, LLC, a California limited liability company By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Authorized Signatory ATTACH: Exhibit A - The Land County of ______________________________ On ________________ before me, _________________________________________________, Date Here Insert Name and Title of Officer personally appeared _____________________________________________________________ LESSEE: DESA INTERNATIONALName(s) of Signer(s) _____________________________________________________________________________, INCwho proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. BY:I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is Place Notary Seal Above true and correct. WITNESS my hand and official seal. Signature_____________________________________ Dirk D. Miller Vice Xxxxxxxxx XXATE OF TENNESSEE COUNTY OF BEDFORD ISignature of Notary Public Your cooperation in this matter is appreciated. Initially, the Undersignedinformation provided by you in this Hazardous Materials Disclosure Certificate is necessary for the Landlord (identified below) to evaluate and finalize a lease agreement with you as Tenant. After a lease agreement or amendment thereto is signed by you and the Landlord (the "Lease Agreement"), as requested by Landlord in accordance with the provisions of Section 20.22 of the signed Lease Agreement, you are to provide an update to the information initially provided by you in this certificate. The information contained in the initial Hazardous Materials Disclosure Certificate and each annual certificate provided by you thereafter will be maintained in confidentiality by Landlord subject to release and disclosure as required by (i) any lenders and owners and their respective environmental consultants, (ii) any prospective purchaser(s) of all or any portion of the property on which the Premises are located, (iii) Landlord to defend itself or its lenders, partners or representatives against any claim or demand, and (iv) any laws, rules, regulations, orders, decrees, or ordinances, including, without limitation, court orders or subpoenas. Any and all capitalized terms used herein, which are not otherwise defined herein, shall have the same meaning ascribed to such term in the signed Lease Agreement. Any questions regarding this certificate should be directed to, and when completed, the certificate should be delivered to: Landlord: Xxxxxxxx Xxxxx, LLC, a Notary Public in California limited liability company c/o Barker Pacific Group, Inc. Three Xxxxxxxx Xxxxxxx Xxxxx 000 Xxxxxx, Xxxxxxxxxx 00000 Attention: Xxxxxxx X. Xxxxxxx Name of Tenant: RAPTOR PHARMACEUTICAL CORP., a Delaware corporation Mailing Address: Contact Person, Title and Telephone Number(s): Contact Person for the State Hazardous Waste Materials Management and County aforesaid, do hereby certify that Manifests and Telephone Number(s): Address of Premises: ____________________________________ did personally appear before me and did certify and declare that he is the Managing Partner of a Tennessee general partnership, and that he acknowledged he executed the foregoing Lease as Managing Partner thereof on behalf of said partnership as duly authorized by the partnership and as the act of the partnership for the purposes therein stated on this ______day of ___________ , 1994. ------------------------- NOTARY PUBLIC MY COMMISSION EXPIRES:____________ STATE OF TENNESSEE COUNTY OF BEDFORD I, the undersigned, a Notary Public in and for the State and County aforesaid, do hereby certify that the foregoing Lease was executed before me by DESA International, Inc. by and through Dirk D. Miller its Vice President, and that the said Dirk D. Miller xxxxxxxxxx appeared before me, after being first dxxx xxxxx, xxx declared that he was the officer designated and that he executed the foregoing Lease as Vice President of the Corporation and that the execution of this Lease is the voluntary act and deed of the Corporation. WITNESS my hand on this ____ day of Current Expiration Date: _____________, 1993. ------------------------- NOTARY PUBLIC MY COMMISSION EXPIRES:____________ SCHEDULE A PROJECT DESCRIPTION CONCRETE FLOOR SLAB CONCRETE SLAB ON GRADED TRUCK DOCK ELECTRICAL

IN TESTIMONY WHEREOF. witness the signatures of the parties hereto on I have hereunto set my hand and affixed my official seal at my office in said Parish and State the day and date first year last above written. LESSOR: DESA II PARTNERSHIP BY:________________________________ LESSEENotary Public Parish of Orleans, State of Louisiana My Commission is Issued For Life STATE OF NEW JERSEY ) ) SS.: DESA INTERNATIONAL, INC. BY:________________________________ Dirk D. Miller Vice Xxxxxxxxx XXATE OF TENNESSEE COUNTY OF BEDFORD IHUDSON ) On this 12th day of November, the Undersigned0000, before me, David Rocco, a Notary Public duly commissionex, xxxxxxxed and acting within and for said County and State, appeared Irina Golovashchuk and Rodney Gaughan to me persxxxxxx xxxx xxxxx, who xxxxxx xxxx xhey were Associates of DEUTSCHE BANK TRUST COMPANY AMERICAS, a corporation, and were duly authorized in their capacities to execute the foregoing instrument for and in the name and behalf of said corporation; and further stated and acknowledged that they had so signed, executed and delivered said foregoing instrument for the consideration, uses and purposes therein mentioned and set forth. On the 12th day of November, 2002, before me personally came Irina Golovashchuk, to me known, who, being by mx xxxx xxxxx, xxx depose and say that she resides at 153 Winston Drive, Matawan, New Jersey 07747; xxxx xxx xx xx Xxxxxxxxx xx XXXXXXXX XXXX TRUST COMPANY AMERICAS, one of the corporations described in and for which executed the State and County aforesaid, do hereby certify above instrument; that _________________ did personally appear before me and did certify and declare she knows the seal of said corporation; that he the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Managing Partner Board of a Tennessee general partnershipDirectors of said corporation, and that he acknowledged he executed she signed her name thereto by like authority. On the foregoing Lease as Managing Partner thereof on behalf of said partnership as duly authorized by the partnership and as the act of the partnership for the purposes therein stated on this ______12th day of ___________ November, 1994. ------------------------- NOTARY PUBLIC MY COMMISSION EXPIRES:____________ STATE OF TENNESSEE COUNTY OF BEDFORD I2002, the undersigned, a Notary Public in and for the State and County aforesaid, do hereby certify that the foregoing Lease was executed before me by DESA Internationalappeared Dorothy Robinson, Inc. by and through Dirk D. Miller its to me personally known, who, bxxxx xx xx xxxy sworn, did say that she is a Vice PresidentPresident of DEUTSCHE BANK TRUST COMPANY AMERICAS, and that the seal affixed to the foregoing instrument is the corporate seal of said Dirk D. Miller xxxxxxxxxx appeared before mecorporation, after being first dxxx xxxxx, xxx declared that he was the officer designated and that he executed said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors, and she acknowledged said instrument to be the foregoing Lease as Vice President of the Corporation and that the execution of this Lease is the voluntary free act and deed of the Corporation. WITNESS my hand on this ____ day of _____________, 1993. ------------------------- NOTARY PUBLIC MY COMMISSION EXPIRES:____________ SCHEDULE A PROJECT DESCRIPTION CONCRETE FLOOR SLAB CONCRETE SLAB ON GRADED TRUCK DOCK ELECTRICALsaid corporation.

IN TESTIMONY WHEREOF. witness the signatures I have hereunto subscribed my name and affixed my official seal of the parties hereto on the office this __ day and date first above writtenof October , 1964. LESSOR: DESA II PARTNERSHIP BY:_____________________________________ LESSEE: DESA INTERNATIONAL, INC. BY:________________________________ Dirk D. Miller Vice Xxxxxxxxx XXATE OF TENNESSEE COUNTY OF BEDFORD I, the Undersigned, a Notary Public in In and for the State and County aforesaidCity of Roanoke, do hereby certify that _________________ did personally appear before me and did certify and declare that he is the Managing Partner Commonwealth of a Tennessee general partnershipVirginia My Commission expires February 7, and that he acknowledged he executed the foregoing Lease as Managing Partner thereof on behalf of said partnership as duly authorized by the partnership and as the act of the partnership for the purposes therein stated on this ______day of ___________ , 1994. ------------------------- NOTARY PUBLIC MY COMMISSION EXPIRES:____________ STATE OF TENNESSEE 0000 XXXXXXXXXXXX XX XXXXXXXXXXXX ) ) COUNTY OF BEDFORD ALLEGHANY ) ss.: BE IT REMEMBERED, that I, XXXXXX X. XXXXXXXX, the undersigned, a Notary Public duly qualified, commissioned, sworn and acting in and for the State said County and County aforesaidCommonwealth, do hereby certify that the foregoing Lease was executed before me by DESA International, Inc. by and through Dirk D. Miller its Vice President, and that the said Dirk D. Miller xxxxxxxxxx appeared before me, after being first dxxx xxxxx, xxx declared that he was the officer designated and that he executed the foregoing Lease as Vice President of the Corporation and that the execution of this Lease is the voluntary act and deed of the Corporation. WITNESS my hand on this ____ day of _____________October, 1993. ------------------------- NOTARY PUBLIC MY COMMISSION EXPIRES:____________ SCHEDULE A PROJECT DESCRIPTION CONCRETE FLOOR SLAB CONCRETE SLAB ON GRADED TRUCK DOCK ELECTRICAL1964, X. X. XXXXXXX, who signed the instrument above bearing date as of the 9th day of October, 1964, for THE PITTSBURGH &: WEST VIRGINIA RAILWAY COMPANY, has this day in my said County, before me, acknowledged said instrument to be the act and deed of said corporation; and that before me personally appeared X. X. XXXXXXX, who acknowledged himself to be the President of The Pittsburgh &: West Virginia Railway Company, a corporation, and that he, as such President, being authorized so to do, executed the foregoing instrument for the purposes therein contained, by signing the name of the corporation by himself as President; and that before me personally appeared X. X. XXXXXXX and X. X. XXXXXXX, known to me to be the persons who, as President and Secretary, respectively, of The Pittsburgh & West Virginia Railway Company, one of the corporations which executed the foregoing instrument, signed the same, and acknowledged to me that they did so sign said instrument in the name and upon behalf of said corporation *as such officers, respectively; that the same is their free act and deed as such officers, respectively, and the free and corporate act and deed of said corporation; that they were duly authorized thereunto by its By-Laws; and that the seal affixed to said instrument is the corporate seal of said corporation.

IN TESTIMONY WHEREOF. witness the signatures Grantor and the Trustee have caused this Security Interest In Intellectual Property to be signed and executed by the undersigned officers thereunto duly authorized this day of the parties hereto on the day and date first above written, 200___. LESSOR: DESA II PARTNERSHIP BY[GRANTOR] By:_________________________________ Name:_______________________________ Title:________________________________ LESSEE: DESA INTERNATIONALSUNTRUST BANK, INC. BYas Trustee By:_________________________________ Name:_______________________________ Title:________________________________ Dirk D. Miller Vice Xxxxxxxxx XXATE STATE OF TENNESSEE COUNTY OF BEDFORD I, the Undersigned, a Notary Public in and for the State and County aforesaid, do hereby certify that _________________ did personally appear before me and did certify and declare that he is the Managing Partner of a Tennessee general partnership, and that he acknowledged he executed the foregoing Lease as Managing Partner thereof on behalf of said partnership as duly authorized by the partnership and as the act of the partnership for the purposes therein stated on this ______day of ___________ , 1994. ------------------------- NOTARY PUBLIC MY COMMISSION EXPIRES:) ) SS COUNTY OF ____________ STATE OF TENNESSEE COUNTY OF BEDFORD I) On this day of , the undersigned200__, a Notary Public in and for the State and County aforesaidthere appeared before me , do hereby certify personally known to me, who acknowledged that he/she signed the foregoing Lease was executed before me by DESA International, Inc. by and through Dirk D. Miller its Vice President, and that the said Dirk D. Miller xxxxxxxxxx appeared before me, after being first dxxx xxxxx, xxx declared that he was the officer designated and that he executed the foregoing Lease Security Interest In Intellectual Property as Vice President of the Corporation and that the execution of this Lease is the his/her voluntary act and deed on behalf and with full authority of the Corporation[GRANTOR]. WITNESS my hand on this ____ day of ---------------------------- Notary Public STATE OF _____________, 1993. ------------------------- NOTARY PUBLIC MY COMMISSION EXPIRES:_ ) ) SS COUNTY OF ____________ ) On this day of , 200__, there appeared before me , personally known to me, who acknowledged that he/she signed the foregoing Security Interest In Intellectual Property as his/her voluntary act and deed on behalf and with full authority of SunTrust Bank, as Trustee. ---------------------------- Notary Public A-I/4 SCHEDULE A PROJECT DESCRIPTION CONCRETE FLOOR SLAB CONCRETE SLAB ON GRADED TRUCK DOCK ELECTRICAL[PATENTS/TRADEMARKS/COPYRIGHTS] REGISTRATION TITLE NUMBER ISSUE DATE -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- [PATENT/TRADEMARK/COPYRIGHT] APPLICATIONS TITLE SERIAL NO. FILING DATE -------------------------------------------------------------------------------- --------------------------------------------------------------------------------

IN TESTIMONY WHEREOF. witness this lease has been executed by the signatures parties hereto, in duplicate originals, as of the parties hereto on the day and date first above written. LESSORXxxxxx Technologies, Inc., TENANT BY: DESA II PARTNERSHIP BY:________________________________ LESSEE/s/ Xxxxxxx X. Xxxxxx ----------------------------------- Xxxx Xxxxxx (SEAL) ATTEST: DESA INTERNATIONAL, INC. BY:________________________________ Dirk D. Miller Vice Xxxxxxxxx XXATE OF TENNESSEE /s/ Xxxxxxx X. XxXxxxxxx ------------------------ Secretary NEW YORK COUNTY OF BEDFORD NASSAU I, Xxxxxx Xxxxx, Notary Public for said County and State, certify that Xxxxxxx X. XxXxxxxxx personally came before me this day and acknowledged that he/she is the UndersignedSecretary of Xxxxxx Technologies, Inc., the foregoing instrument was signed in its name by its Chairman sealed with its corporate seal, and attested by Xxxxxxx X. XxXxxxxxx, as its Secretary. Witness my hand and official seal, this the 2nd day of March, 1998. (Official Seal) Notary Public /s/ Xxxxxx Xxxxx My commission expires October 31, 1999 -------------------------------------------------------------------------------- Piedmont Institute for Research & Technology II, LLC., LANDLORD s/s W. Xxxxx Xxxxxxx ------------------------------------------ W. Xxxxx Xxxxxxx (SEAL) Managing Member STATE OF NORTH CAROLINA COUNTY OF FORSYTH I, Xxxxxxxx X. Xxxxxx, a Notary Public in and for the aforesaid County and State and County aforesaid, do hereby certify that _________________ did W. Xxxxx Xxxxxxx personally appear appeared before me this date and did certify and declare that he is acknowledged the Managing Partner due execution of a Tennessee general partnership, and that he acknowledged he executed the foregoing Lease as Managing Partner thereof on behalf of said partnership as duly authorized by the partnership and as the act of the partnership instrument for the purposes purpose therein stated on this ______day of ___________ , 1994. ------------------------- NOTARY PUBLIC MY COMMISSION EXPIRES:____________ STATE OF TENNESSEE COUNTY OF BEDFORD I, the undersigned, a Notary Public in and for the State and County aforesaid, do hereby certify that the foregoing Lease was executed before me by DESA International, Inc. by and through Dirk D. Miller its Vice President, and that the said Dirk D. Miller xxxxxxxxxx appeared before me, after being first dxxx xxxxx, xxx declared that he was the officer designated and that he executed the foregoing Lease as Vice President of the Corporation and that the execution of this Lease is the voluntary act and deed of the Corporationexpressed. WITNESS my hand on and Notarial Seal, this ____ the 4th day of _____________March 1998 My Commission Expires: 5/16/99 /s/ Xxxxxxxx X. Xxxxxx EXHIBIT "B" WORK LETTER AGREEMENT AND SPECIFICATIONS XXXXXX TECHNOLOGIES, 1993INC. ------------------------- NOTARY PUBLIC MY COMMISSION EXPIRES:____________ SCHEDULE A PROJECT DESCRIPTION CONCRETE FLOOR SLAB CONCRETE SLAB ON GRADED TRUCK DOCK ELECTRICALLEASE PREMISES XXXXXX TECHNOLOGIES CENTER BUILDING EXTERIOR Structure The building is heavy timber with brick masonry cladding. New roof will be installed. Glass Windows areas will consist of an aluminum framing system pre-finished with a color selected to compliment the building facade. Glass will consist of double pane insulated units to enhance mechanical performance and compliment the building exterior. Windows adjacent to parking deck (northside of Premises) shall retain glass block windows for security/visual aesthetics. Executive patio areas and conference rooms on the east building facade will be provided with operable windows and/or open window penetrations finished with break metal trim. GLASS BLOCK Landscape/Hardscape/Courtyard The site shall contain amenities including hardscaping of sidewalks and appropriate landscape. Landscaping shall compliment the building and its surroundings. CEILINGS AND INTERIOR FINISHES Ceilings must be at least nine feet (9') in offices clear from floor to the lowest obstruction. With the exception of areas shown on finished schedule, ceilings will receive acoustical treatment. Protrusions of fixtures into traffic ways shall be avoided. Ceilings must be a flat plane in each room and suspended with fluorescent recessed fixtures and finished as follows. Restrooms: Acoustical tile or lay in panels with textured or patterned surface. Offices and Conference Rooms: Acoustical tile or lay in panels with textured or patterned. Breakroom Areas: Acoustical tile will be provided. CORRIDORS/OPEN OFFICES Existing wood timber and ceiling shall be sand blasted and sealed to provide open finish in those areas marked on the finished schedule and attached plans. Wall Coverings Prior to occupancy, all wall space will be covered as provided for in the attached finish schedule. Doors: Exterior Exterior doors must be heavy duty, full flush, hollow steel construction, insulated tempered glass or existing monumental glass doors. Exterior doors shall be weather-tight, equipped with automatic door closures and open outward. Hinges, pivots, and pins shall be installed in a manner which prevents removal when the door is closed and locked. Doors: Interior Doors will have heavy duty hardware with hardware stops. Building standard doors shall be solid core wood with lever hardware. Passage locks will be provided. Doors to private offices shall be master keyed. Hardware for doors in the means of egress shall conform to NFPA Standard No. 101. Partitions Partitions and dividers will be provided as shown on floor plans attached. Partitions: Permanent Permanent partitions will be provided as necessary to surround corridors, toilet rooms and janitor closets and will extend from the structural slab to the structural ceilings above. Partitions: Subdividing Office subdividing partitions will extend from the finished floor to the finished ceiling.

IN TESTIMONY WHEREOF. witness the signatures of the parties hereto on have executed this Lease as of the day and date first above writtenaforesaid all pursuant to authority duly granted. LESSOR: DESA II PARTNERSHIP BY:______________________LESSEE: BRANCH BANKING AND TRUST COMPANY EOIR TECHNOLOGIES, INC. By: /s/ Wxxxxxx X. Xxxxx By: /s/ Wxxxxxx X. Xxxxxxx Xx. ------------------------------ ------------------------------- Its: Vice President Its: Vice President (ACTG) ----------------------------- ------------------------------ WITNESSES (as to Lessor): WITNESSES (as to Lessee): /s/ Pxxxx M__________ LESSEE: DESA INTERNATIONAL, INC. BY:________________________________ Dirk D. Miller Vice Xxxxxxxxx XXATE /s/ Kxxxx Xxxxxxx ---------------------------------- ----------------------------------- ---------------------------------- ----------------------------------- STATE OF TENNESSEE NORTH CAROLINA - FORSYTH COUNTY OF BEDFORD I, the Undersigned, a Notary Public in of the County and for the State and County aforesaid, do hereby certify that _________________ did WXXXXXX X. XXXXX personally appear appeared before me this day and did certify and declare acknowledged that he (S)he is the Managing Partner VICE PRESIDENT of BRANCH BANKING AND TRUST COMPANY, a Tennessee general partnershipNORTH CAROLINA corporation, and that he acknowledged he as VICE PRESIDENT, being authorized to do so, executed the foregoing Lease as Managing Partner thereof instrument on behalf of said partnership as duly authorized by the partnership corporation. Witness my hand and as the act of the partnership for the purposes therein stated on official stamp or seal, this ______10th day of ___________ JULY, 19942002. ------------------------- NOTARY PUBLIC MY COMMISSION EXPIRES:____________ STATE OF TENNESSEE COUNTY OF BEDFORD (Stamp/Seal) /s/ Mxxxxx Xxxxx -------------------------------------- Notary Public My Commission Expires November 1, 2000 XXXXX XX XXXXXXXX - XXXX XX XXXXXXXXXXXXXX XXXXXX I, the undersigned, a Notary Public in of the County and for the State and County aforesaid, do hereby certify that the foregoing Lease was executed WXXXXXX X. XXXXXXX XX. personally appeared before me by DESA Internationalthis day and acknowledged that (s)he is the VICE PRESIDENT (ACTG.) of EOIR TECHNOLOGIES, Inc. by and through Dirk D. Miller its Vice PresidentINC., a S-CORP. corporation, and that the said Dirk D. Miller xxxxxxxxxx appeared before meas VICE PRESIDENT, after being first dxxx xxxxxauthorized to do so, xxx declared that he was the officer designated and that he executed the foregoing Lease as Vice President instrument on behalf of the corporation. Witness my hand and official stamp or seal, this 8th day of JULY, 2002. (Stamp/Seal) /s/ Axx Xxxxxxx Xxxxx -------------------------------------- Notary Public My Commission Expires April 30th, 2006 EXHIBIT A LEGAL DESCRIPTION All of that certain lot or parcel of land located in Prince Wxxxxxx County, Virginia, and more particularly described as follows: BEGINNING at the iron pipe found in the northerly line of Lxx 00, Xxxxxxxxxx Xxxxxxxxxxx, Xxxxx 1, as recorded in deed Book 181 at Page 197. said pipe being an easterly corner to a parcel of land in the name of Prince Wxxxxxx County School Board, as recorded in Deed Book 97 at Page 256; thence with the easterly line of said Prince Wxxxxxx County School Board N 28(0) 33' 32" W, 102.30 feet to an iron pipe found; and thence N 20(0) 26' 32" W, 209.06 feet to an iron pipe set in the southerly line of a parcel of land in the name of Hachinger Enterprises as recorded in Deed Book 754 at Page 568; thence with the northeasterly line of said Hachinger Enterprises N 63(0) 54' 03" E, 267.68 feet to an iron pipe set in the westerly line of Devils' Reach Road, Route 6748, variable width (34 feet from centerline as established in Deed Book 1504 at Page 955); thence with said westerly line of Devil's Reach Road S 26(0) 11' 57" E, 306.98 feet to an iron pipe set in the northerly line of Lot 24 of the aforementioned Morenbaker Subdivision, Block 1; thence with the outline of said Morenbaker Subdivision, BLOCK 1, S 63(0) 48' 03" W, 191.00 feet to an iron pipe found; and thence S 62(0) 05' 47" N, 93.48 feet to the point of beginning; containing 1.98406 +/- acres of land. Being the same property conveyed to Piedmont Federal Savings Bank, a federally chartered savings bank, by deed from Dxxxxx X Xxxxxx, Substituted Trustee, dated July 6, 1992 and recorded August 21, 1992 in the Clerk's Office, Circuit Court, Prince Wxxxxxx County, Virginia, in Deed Book 1912, Page 682. By order entered in Deed Book 1941, page 302, and in Deed Book 1941, page 307, property was vested in Resolution Trust Corporation, a Receiver for Piedmont Federal Savings Bank, Manassas, Virginia. By Purchase and Assumption Agreement dated October 9, 1992, recorded in Deed Book 1911, page 333, Resolution Trust Corporation and in its capacity as Conservator for Piedmont Federal Savings Association, Manassas, Virginia, was vested with title. EXHIBIT B FLOOR PLAN OF PREMISES [DIAGRAM OF FLOOR PLAN APPEARS HERE] EXHIBIT C PARKING While this lease or any extension hereof is in effect, Lessee shall have the right to 22 parking spaces in the parking lot of the property on a first come basis. Said parking spaces are currently at no additional cost to the lessee. However, Lessee acknowledges that the execution of Lessor reserves the right to establish monthly parking fees for this Lease is lot, which they will be subject to with 60 day written notice from the voluntary act and deed of the Corporation. WITNESS my hand on this ____ day of _____________, 1993. ------------------------- NOTARY PUBLIC MY COMMISSION EXPIRES:____________ SCHEDULE A PROJECT DESCRIPTION CONCRETE FLOOR SLAB CONCRETE SLAB ON GRADED TRUCK DOCK ELECTRICALLessor.

IN TESTIMONY WHEREOF. witness the signatures Assignor and Assignee have caused this Assignment to be signed and executed by the undersigned officers thereunto duly authorized this __ day of December, 2008. XXXXXX INTERNATIONAL INC. AVIGEN, INC. By: By: Name: Name: Title: Title: XXXXXX HEALTHCARE S.A. By: Name: Title: By: Name: Title: {*} = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the parties hereto Securities Exchange Act of 1934, as amended. STATE OF ) COUNTY OF ) ss. On this __________day of ________________, 2008, there appeared before me _______________________, personally known to me, who acknowledged that __he signed the foregoing Assignment and his/her voluntary act and deed on the day behalf and date first above written. LESSOR: DESA II PARTNERSHIP BY:with full authority of _____________________________. Notary Public STATE OF ) COUNTY OF ) ss. On this ___ LESSEE: DESA INTERNATIONAL________day of ________________, INC. BY:2008, there appeared before me _______________________, personally known to me, who acknowledged that __he signed the foregoing Assignment and his/her voluntary act and deed on behalf and with full authority of ________________________________ Dirk D. Miller Vice Xxxxxxxxx XXATE . Notary Public STATE OF TENNESSEE ) COUNTY OF BEDFORD I, the Undersigned, a Notary Public in and for the State and County aforesaid, do hereby certify that ) ss. On this _________________ did personally appear before me and did certify and declare that he is the Managing Partner of a Tennessee general partnership, and that he acknowledged he executed the foregoing Lease as Managing Partner thereof on behalf of said partnership as duly authorized by the partnership and as the act of the partnership for the purposes therein stated on this ______day of ___________ ______, 1994. ------------------------- NOTARY PUBLIC MY COMMISSION EXPIRES:2008, there appeared before me ____________ STATE OF TENNESSEE COUNTY OF BEDFORD I____________, the undersignedpersonally known to me, a Notary Public in and for the State and County aforesaid, do hereby certify who acknowledged that __he signed the foregoing Lease was executed before me by DESA International, Inc. by Assignment and through Dirk D. Miller its Vice President, and that the said Dirk D. Miller xxxxxxxxxx appeared before me, after being first dxxx xxxxx, xxx declared that he was the officer designated and that he executed the foregoing Lease as Vice President of the Corporation and that the execution of this Lease is the his/her voluntary act and deed of the Corporation. WITNESS my hand on this ____ day behalf and with full authority of _____________, 1993. ------------------------- NOTARY PUBLIC MY COMMISSION EXPIRES:____________ SCHEDULE _____. Notary Public {*} = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Alameda, CA, December 17, 2008 – Avigen, Inc. (Nasdaq: AVGN), a biopharmaceutical company, announced today that the company has sold the rights to its early stage blood coagulation compound, AV513, to Xxxxxx Healthcare Corporation, a global leader in hemophilia therapy, for $7 million. Baxter acquired all rights to AV513, a compound poised for clinical research that has been shown to improve blood coagulation in preclinical models for hemophilia. Avigen has been developing AV513 as an oral therapy to treat patients with bleeding disorders, including hemophilia A. “The sale of AV513 is an example of building value in a product that is differentiated from current therapies, and bringing it to a valuation point that generated a positive return on investment,” said Xxxxxxx Xxxxxxx, Ph.D., X.X., Avigen's president and chief executive officer. “Our team identified AV513 as a drug candidate with a novel approach for treating hemophilia and other bleeding disorders, and which offered strong IP potential in a target patient population with an unmet need. Because it was outside our neurology focus, it was our goal to follow a reasonable budget to establish AV513’s value, and then move it to a better-resourced company with the expertise to develop a safe and effective therapy.” “This technology acquisition supports Xxxxxx’x efforts to research the application of novel technologies that will pioneer the next generation of hemophilia therapies,” said Xxxxxxx Xxxxxxx, M.D., vice president of global BioScience research and development for Baxter. “Looking ahead, our objective is to identify opportunities that represent significant potential value for patients, while balancing our investment of resources and development risk in order to provide a significant and timely return to shareholders. Along these lines, we are also in the process of partnering AV411, our non-opioid glial-attenuator product for neuropathic pain and drug addiction,” continued Xxxxxxx. AV513 was first identified in 2004 by Avigen’s vice president of Research and Development, Xxxx Xxxxxxx, Ph.D., and colleagues, seeking an existing molecule with strategic characteristics for providing an alternative delivery approach for hemophilia therapies. Pre-clinical efficacy data in hemophilic mice was first published in 2006 in the medical journal Thrombosis & Haemostasis. Efficacy data from the study of an oral form of AV513 in other hemophilia A PROJECT DESCRIPTION CONCRETE FLOOR SLAB CONCRETE SLAB ON GRADED TRUCK DOCK ELECTRICALpreclinical models was published in the journal Blood in 2007. Most recently, an in vitro study on AV513 pro-coagulant efficacy in the donated blood of human hemophilia patients was presented at the American Society of Hemophilia meeting in San Francisco on December 9th. AV513 is a drug candidate derived from a specific seaweed enriched for a particular type of non-anticoagulant sulfated polysaccharide denoted fucoidan, which has been shown to boost blood coagulation. Laboratory and preclinical studies indicated AV513’s novel mechanism of action might improve the physiological “spark” for normal blood clot initiation by reducing natural anti-coagulation at local sites of bleeding and thereby allows more normal hemostasis, or clotting. Preclinical in vitro and in vivo studies indicate that AV513 has potential stand-alone utility and might act as an adjunctive or supplementary agent to boost clotting efficiency in combination with Factor VIII or Factor IX, the standard treatments for hemophilia A and B, respectively. {*} = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Avigen is a biopharmaceutical company focused on identifying and developing differentiated products to treat patients with serious neurological disorders. Avigen's strategy is to identify, acquire and develop opportunities that represent a positive return to Avigen’s shareholders. Avigen is currently developing AV411 for neuropathic pain, and, in collaboration with the National Institute on Drug Abuse, for opioid withdrawal and methamphetamine addiction. For more information about Avigen, consult the company's website at xxx.xxxxxx.xxx. The statements in this press release relating to Avigen’s strategy, objectives and plans to identify, acquire and develop opportunities that represent a positive return to Avigen’s shareholders are forward-looking statements. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected in these forward-looking statements, including the risk that Avigen will not be able to acquire or develop such opportunities due to monetary, intellectual property, technological or other constraints. In addition, there are many other risks and uncertainties inherent in the development of drug products. Other risks and uncertainties relating to Avigen are detailed in reports filed by Avigen with the Securities and Exchange Commission, including Avigen's Annual Report on Form 10-K for the year ended December 31, 2007, under the caption "Risk Factors" in Item 1A of Part I of that report which was filed with the SEC on March 17, 2008 and Avigen’s quarterly report on Form 10-Q for the period ended September 30, 2008, under the caption "Risks Related to Our Business" in Item 2 of Part I of that report, which was filed with the SEC on November 10, 2008. CONTACT: Xxxxxxx Coffee, Chief Business Officer Avigen, Inc., 0000 Xxxxxx Xxx Xxxxxxx, Xxxxxxx, XX 00000 000-000-0000 xx@xxxxxx.xxx {*} = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

IN TESTIMONY WHEREOF. witness I have hereunto set my hand and official seal at this day of , 1997. NOTARY PUBLIC ------------------------------ STATE OF __________________ ) ) SS: COUNTY OF _________________ ) The foregoing instrument was acknowledged before me by _______________ __________ the signatures of the parties hereto on the day and date first above written. LESSOR: DESA II PARTNERSHIP BY:____________________________________ LESSEE: DESA INTERNATIONALof Sinterloy, INCCorporation., a Delaware corporation, who acknowledged that the foregoing was his true signature and his free act and deed individually, and on behalf of said corporation. BY:IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at this __________________________ day _______ Dirk D. Miller Vice Xxxxxxxxx XXATE OF TENNESSEE COUNTY OF BEDFORD Iof , the Undersigned, a Notary Public in and for the State and County aforesaid, do hereby certify that _________________ did personally appear before me and did certify and declare that he is the Managing Partner of a Tennessee general partnership, and that he acknowledged he executed the foregoing Lease as Managing Partner thereof on behalf of said partnership as duly authorized by the partnership and as the act of the partnership for the purposes therein stated on this ______day of ___________ , 19941997. ------------------------- NOTARY PUBLIC MY COMMISSION EXPIRES:____________ STATE ---------------------------- EXHIBIT A TO LEASE AGREEMENT WITH OPTION TO PURCHASE BETWEEN ROBEXX XXXXXX, XXUSTEE u/t/d/ AND SINTERLOY CORPORATION DATED AUGUST 1, 1997 PART OF TENNESSEE COUNTY THE SOUTHWEST QUARTER OF BEDFORD ISECTION 23, the undersignedTOWNSHIP 46 NORTH, a Notary Public in and for the State and County aforesaidRANGE 8 EAST OF THE THIRD PRINCIPAL MERIDIAN, do hereby certify that the foregoing Lease was executed before me by DESA InternationalDESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF SAID SECTION; THENCE EAST ALONG THE SOUTH LINE OF SAID SECTION, Inc. by and through Dirk D. Miller its Vice President870.7 FEET; THENCE NORTH ON A LINE PARALLEL WITH THE WEST LINE OF SAID SECTION TO THE SOUTHWESTERLY LINE OF THE RIGHT OF WAY OF THE CHICAGO, and that the said Dirk D. Miller xxxxxxxxxx appeared before meMILWAUKEE, after being first dxxx xxxxxAND ST. PAUL XXXLWAY; THENCE NORTHWESTERLY ALONG SAID LAST DESCRIBED LINE TO THE WEST LINE OF SAID SECTION; THENCE ALONG SAID WEST LINE TO THE PLACE OF BEGINNING, xxx declared that he was the officer designated and that he executed the foregoing Lease as Vice President of the Corporation and that the execution of this Lease is the voluntary act and deed of the CorporationIN MCHEXXX XXXNTY, ILLINOIS. WITNESS my hand on this ____ day of _____________COMMONLY KNOWN AS: 8104 Xxxxx Xxxxx Xxxx, 1993. ------------------------- NOTARY PUBLIC MY COMMISSION EXPIRES:____________ SCHEDULE A PROJECT DESCRIPTION CONCRETE FLOOR SLAB CONCRETE SLAB ON GRADED TRUCK DOCK ELECTRICALXxxxx Xxxxx, Xxxxxxxx

IN TESTIMONY WHEREOF. witness the signatures I have hereunto subscribed my name and affixed my official seal this __ day of the parties hereto on the day and date first above written__________, ____ at _________, ______________. LESSOR: DESA II PARTNERSHIP BY:________________________________ LESSEENotary Public My Commission Expires: DESA INTERNATIONAL(Notarial Seal) STATE OF ) ) SS COUNTY OF _______) Before me, INCa Notary Public in and for said County, personally appeared _______________, a _______________, by the ________________ of such ______________, who acknowledged that (s)he did sign the foregoing instrument on behalf of said _____________ and that said instrument is the voluntary act and deed of said _______________ and his/her voluntary act and deed as such officer of said ______________. BY:IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my official seal this __ day of __________, ____ at _________, ______________. _______________________________ Dirk D. Miller Vice Xxxxxxxxx XXATE OF TENNESSEE COUNTY OF BEDFORD I, the Undersigned, a Notary Public in My Commission Expires: (Notarial Seal) Lease2 2 To include legal description of the premises Form of Third Party Agreement3 To: JPMORGAN CHASE BANK, N.A., as Administrative Agent Loan and Agency Services Group 000 Xxxxxxx Xxxxxxxxxx Road, Ops 0, 0xx Xxxxx Xxxxxx, XX 00000 Attention of Xxx Xxxx Fax No. (000) 000-0000 [Name of Entity], [Type of Entity], (“Grantor”), now does or hereafter may have certain of its merchandise, inventory, or other of its personal property for the State and County aforesaidprocessing, do hereby certify that ___storage, consignment, engineering, evaluation or repairs, located at ______________ did personally appear before me (the “Premises”) owned or leased by the undersigned. Grantor has entered into that certain Security Agreement dated as of September 30, 2016 by and did certify among Tesoro Corporation (the “Company”), certain subsidiaries of the Company and declare JPMorgan Chase Bank, National Association, as Agent (the “Agent”) (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”) to secure the obligations of the Company under that he is certain Credit Agreement dated as of September 30, 2016 by and among the Managing Partner of a Tennessee general partnershipCompany, the financial institutions from time to time parties thereto as lenders (collectively, the “Lenders”) and the Agent (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein but not defined herein or in the Security Agreement shall have the meanings ascribed thereto in the Credit Agreement. In order to induce the Agent and the Lenders (together with their respective agents, successors and assigns) to continue such financing arrangements, and that he acknowledged he executed the foregoing Lease as Managing Partner thereof on behalf of said partnership as duly authorized by the partnership for other good and as the act of the partnership for the purposes therein stated on this ______day of ___________ , 1994. ------------------------- NOTARY PUBLIC MY COMMISSION EXPIRES:____________ STATE OF TENNESSEE COUNTY OF BEDFORD Ivaluable consideration, the undersignedreceipt and sufficiency of which are hereby acknowledged, a Notary Public in the undersigned hereby certifies and for the State and County aforesaid, do hereby certify that the foregoing Lease was executed before me by DESA International, Inc. by and through Dirk D. Miller its Vice President, and that the said Dirk D. Miller xxxxxxxxxx appeared before me, after being first dxxx xxxxx, xxx declared that he was the officer designated and that he executed the foregoing Lease as Vice President of the Corporation and that the execution of this Lease is the voluntary act and deed of the Corporation. WITNESS my hand on this ____ day of _____________, 1993. ------------------------- NOTARY PUBLIC MY COMMISSION EXPIRESagrees that:____________ SCHEDULE A PROJECT DESCRIPTION CONCRETE FLOOR SLAB CONCRETE SLAB ON GRADED TRUCK DOCK ELECTRICAL

IN TESTIMONY WHEREOF. witness each party has executed this Assignment by its proper officers thereunto duly authorized. Name: Title: Date: State of ___________________ ) ) ss. County of _________________ ) On this day of , 20 before me personally appeared the signatures foregoing individual, who executed the foregoing instrument and who acknowledged to me that he/she executed the same of his/her own free will for the parties hereto on the day and date first above writtenpurposes therein set forth. LESSOR: DESA II PARTNERSHIP BYNotary Public, (seal) __________________ County, State of ________________ My Commission Expires:___________________________ Name: Title: Date: State of ___________________ LESSEE: DESA INTERNATIONAL) ) ss. County of _________________ ) On this day of , INC20 before me personally appeared the foregoing individual, who executed the foregoing instrument and who acknowledged to me that he/she executed the same of his/her own free will for the purposes therein set forth. BYNotary Public, (seal) __________________County, State of ________________ My Commission Expires:___________________________ Name: Title: Date: State of ______ Dirk D. Miller Vice Xxxxxxxxx XXATE OF TENNESSEE COUNTY OF BEDFORD I, the Undersigned, a Notary Public in and for the State and County aforesaid, do hereby certify that _________________ did personally appear before me and did certify and declare that he is the Managing Partner of a Tennessee general partnership, and that he acknowledged he executed the foregoing Lease as Managing Partner thereof on behalf of said partnership as duly authorized by the partnership and as the act of the partnership for the purposes therein stated on this ______day of ___________ , 1994) ) ss. ------------------------- NOTARY PUBLIC MY COMMISSION EXPIRES:____________ STATE OF TENNESSEE COUNTY OF BEDFORD I, the undersigned, a Notary Public in and for the State and County aforesaid, do hereby certify that the foregoing Lease was executed before me by DESA International, Inc. by and through Dirk D. Miller its Vice President, and that the said Dirk D. Miller xxxxxxxxxx appeared before me, after being first dxxx xxxxx, xxx declared that he was the officer designated and that he executed the foregoing Lease as Vice President of the Corporation and that the execution of this Lease is the voluntary act and deed of the Corporation. WITNESS my hand on this ____ day of _________________ ) On this day of , 199320 before me personally appeared the foregoing individual, who executed the foregoing instrument and who acknowledged to me that he/she executed the same of his/her own free will for the purposes therein set forth. ------------------------- NOTARY PUBLIC MY COMMISSION EXPIRESNotary Public, (seal) __________________County, State of ________________ My Commission Expires:___________________________ SCHEDULE A PROJECT DESCRIPTION CONCRETE FLOOR SLAB CONCRETE SLAB ON GRADED TRUCK DOCK ELECTRICALSet forth below are the bidding procedures (the “Bidding Procedures”) to be employed in connection with the sale of certain tangible and intangible assets related to the set-top box business (the “Purchased Assets’”) of the Debtors and of each of the Debtors’ subsidiaries that owns Purchased Assets (the “Subsidiaries”, and together with the Debtors, the “Sellers”), in connection with the jointly administered chapter 11 cases pending in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”), lead case number [12-10069 (CSS)]. The Sellers entered into that certain asset purchase agreement, dated January 3, 2012 between the Sellers on the one hand and Entropic Communications, Inc. (the “Stalking Horse Purchaser”), pursuant to which the Stalking Horse Purchaser shall acquire the Purchased Assets on the terms and conditions specified therein (together with the schedules and related documents thereto, the “Stalking Horse Agreement”). The sale transaction pursuant to the Stalking Horse Agreement is subject to competitive bidding as set forth herein. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Stalking Horse Agreement.

IN TESTIMONY WHEREOF. witness I have hereunto set my hand and affixed my official seal in the signatures of the parties hereto on County and State aforesaid, the day and date year first above written. LESSORMary Karjala --------------------------- Notary Public My term expires: DESA II PARTNERSHIP BY:3-12-05 ------------------- STATE OF ) ) SS. COUNTY OF ) On this_______ day of August 2001, before me appeared_____________ to me personally known, who, being by me duly sworn, did say that he is the___________________ of____________________, a________________, and that said instrument was signed in behalf of said corporation, by authority of its Board of Directors; and said_______________________ LESSEE: DESA INTERNATIONAL, INC. BY:________________________________ Dirk D. Miller Vice Xxxxxxxxx XXATE OF TENNESSEE COUNTY OF BEDFORD I, acknowledged said instrument to be the Undersigned, a Notary Public in and for the State and County aforesaid, do hereby certify that _________________ did personally appear before me and did certify and declare that he is the Managing Partner of a Tennessee general partnership, and that he acknowledged he executed the foregoing Lease as Managing Partner thereof on behalf of said partnership as duly authorized by the partnership and as the act of the partnership for the purposes therein stated on this ______day of ___________ , 1994. ------------------------- NOTARY PUBLIC MY COMMISSION EXPIRES:____________ STATE OF TENNESSEE COUNTY OF BEDFORD I, the undersigned, a Notary Public in and for the State and County aforesaid, do hereby certify that the foregoing Lease was executed before me by DESA International, Inc. by and through Dirk D. Miller its Vice President, and that the said Dirk D. Miller xxxxxxxxxx appeared before me, after being first dxxx xxxxx, xxx declared that he was the officer designated and that he executed the foregoing Lease as Vice President of the Corporation and that the execution of this Lease is the voluntary free act and deed of the Corporationsaid corporation. WITNESS IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in the County and State aforesaid, the day and year first above written. -------------------------- Notary Public My term expires: --------------------- EXHIBIT A Legal Description of the Premises EXHIBIT A (Legal Description) TRACT 1 - IRONTON IRON COMPANY (Part of Exhibit A, D.B. 516, PG. 299) Situate in Section 29, Township 1 North, Range 18 West, City of Ironxxx, Xxxxxxxx Xxxxxx, Xxxx xxx xxxxx xxxx xx xxx Dayton Malleable Xxxx Company's 4.66 acre tract as recorded in Volume 201, Page 492 of the Lawrence County Dead Records and being more particularly bounded and described as follows: Beginning at an iron pin (set March, 1986) at the intersection of the Southerly Right-of-Way Line of Dayton Street and the Easterly Right-of-way Line of the Norfolk and Western Railroad. Thence, along said Southerly Right-of-way Line of Dayton Street, South 72 deg. 51' 34" East a distance of 200.00 xxxx xx xx xxxx xxx (xxx March, 1986) on this ____ day the Southeast Line of _____________the aforementioned 4.66 acre tract, 1993Thence, along said Southeast Line, Southeast Line, South 57 deg. ------------------------- NOTARY PUBLIC MY COMMISSION EXPIRES:____________ SCHEDULE 45' 26" Wesx, x xxxxxxxx xx 000.00 xxxx xx xx xxxx pin (found March, 1986) on the aforementioned Easterly Right-of-way Line of the Norfolk and Western Railroad, Thence, along said right-of-way of the railroad with the are of a curve to the right having a radius of 1462.69 feet, delta angle of 6 deg. 10' 53", tangent length of 78.98 feet, are length of 157.81 feet, and a long chord of North 17 deg. 54' 20" West, 157.73 feet to the ORIGINAL PLACE OF BEGINNING containing 0.304 acres more or less and subject to all legal easements or rights-of-way. Being the same premises as described in Exhibit A, Tract 1, Volume 516, Page 299 of the Lawrence County Deed Records. The above described tract xxxxxxxx of the following; Part of Lawrence County Auditor's Parcel Number 36-026-0100 (0.004 acres of 3.64 total acres) TXXXX 0 - XXONTON IRON COMPANY (Part of Exhibit A, D.B. 516, Pg. 299) Situate in Section 27, Township 1 North, Range 18 West, City of Ironxxx, Xxxxxxxx Xxxxxx, Xxxx xxx xxxxx xxx xx Xxx 0 and 5 in the Xxxxxx National Bank Addition to the town of Etna as recorded in Volume 1, Page 254 of the Lawrence County Plat Records and being more particularly xxxxxxx and described as follows: Beginning at a point at the intersection of the Northeasterly Right-of-way Line of Third Street and Northeasterly Right-of-way Line of Poplar Alley, Thence, along said right-of-way of Third Street, North 30 deg. 59' 10" West, a distance of EXHIBIT A PROJECT DESCRIPTION CONCRETE FLOOR SLAB CONCRETE SLAB ON GRADED TRUCK DOCK ELECTRICAL(cont'd) (Legal Description)

IN TESTIMONY WHEREOF. witness the signatures Indemnitors have hereunto set their hands and affixed their seals this 24th day of the parties hereto on the day and date first above writtenSeptember, 2002. LESSOR: DESA II PARTNERSHIP BY:Apollo Gold, Inc. /s/ Donald W. Vagstad /s/ R. David Russell ------------------------------------ ------------------------- Witness/Attest Donald W. Vagstad, R. David Russell, President Secretarx 0000 XXX Xxxx., Ste. 750, Denver, XX 4601 DTC Blvd., Ste. 000, ------------------------------------ ------------------------- 80237-2511 Denver, CO ---------- 80237-2511 Street or P.O. Box City State Street or P.O. Box City Stxxx Xxxxxxx Xxxxxxx Xxxxxx, Xxx. /x/ Xxxxxx X. Xxxxxxx /s/ R. David Russell ------------------------------------ ------------------------- Witness/Attest Donald W. Vagstad, R. David Russell, President Secretarx 0000 XXX Xxxx., Ste. 750, Denver, XX 4601 DTC Blvd., Ste. 000, ------------------------------------ ------------------------- Denver, CO ---------- Street or P.O. Box City State Street or P.O. Box City Stxxx 00000-0000 00000-0000 _________________________________ LESSEE: DESA INTERNATIONAL, INC. BY:______________________________(LS) Witness/Attest ___________________________________ Dirk D. Miller Vice Xxxxxxxxx XXATE OF TENNESSEE COUNTY OF BEDFORD I, the Undersigned, a Notary Public in and for the State and County aforesaid, do hereby certify that __________________________________ did personally appear Street or P.O. Box City State Street or P.O. Box City Staxx XXXXX XX XX ) -------------------- ss COUNTY OF ARAPAHOE -------------------- On this 24th day of September, year 2002, before me personally appeared Robert D. Russell -------------------------------------------------------------------------------- to me known, who, being by me duly sworn, did acknowledge and did certify and declare say that he he/she is the Managing Partner President of a Tennessee general partnershipthe Apollo Gold, Inc. , the corporation which executed the ------------------ foregoing agreement; that he/she knows the seal of the corporation; that the seal affixed to the foregoing agreement is such corporate seal; that it was so affixed by the order of the Board of Directors of the corporation, and that he acknowledged he he/she signed his/her name to the foregoing agreement by like order. /s/ Virginia A. McCullough --------------------------- Notary Xxxxxx Xxxxxxxxxx xxpires 2/13/2006 STATE OF CO ) ------------------- ss COUNTY OF ARAPAHOE ------------------ On this 24th day of September, year 2002, before me personally appeared Robert D. Russell -------------------------------------------------------------------------------- to me known, who, being by me duly sworn, did acknowledge and say that he/she is the President of the Montana Tunnels Mining, Inc., the corporation which ---------------------------- executed the foregoing Lease agreement; that he/she knows the seal of the corporation; that the seal affixed to the foregoing agreement is such corporate seal; that it was so affixed by the order of the Board of Directors of the corporation, and that he/she signed his/her name to the foregoing agreement by like order. /s/ Virginia A. McCullough --------------------------- Notary Xxxxxx Xxxxxxxxxx xxpires 2/13/2006 Bond No. 137564969 INCREASE - DECREASE RIDER TO BE ATTACHED TO and to form part of Bond Number 137564969 issued by NATIONAL FIRE INSURANCE COMPANY OF HARTFORD, as Managing Partner thereof Surety, on behalf of said partnership as duly authorized by the partnership and MONTANA TUNNELS MINING, INC., of Spokane, Washington, hereinafter referred to as the act Principal, and in favor of the partnership STATE OF MONTANA, DEPARTMENT OF ENVIRONMENTAL QUALITY, of Helena, Montana, hereinafter referred to as the Obligee, effective the 31st day of July 1994. IN CONSIDERATION of the premium charged for the purposes therein stated on this ______attached bond and other good and valuable consideration, it is understood and agreed that, effective the 1st day of ___________ August 2002, 1994. ------------------------- NOTARY PUBLIC MY COMMISSION EXPIRES:____________ STATE OF TENNESSEE COUNTY OF BEDFORD Iand subject to all the terms, conditions and limitations of the attached bond, the undersigned, a Notary Public in and for the State and County aforesaid, do hereby certify that the foregoing Lease was executed before me by DESA International, Inc. by and through Dirk D. Miller its Vice Presidentpenal sum thereof shall be, and that the said Dirk D. Miller xxxxxxxxxx appeared before mesame is hereby, after being first dxxx xxxxxincreased from the penal sum of FOURTEEN MILLION FOUR HUNDRED FIFTY THOUSAND AND NO HUNDREDTHS UNITED STATES DOLLARS (US$14,450,000.00) to the penal sum of FOURTEEN MILLION NINE HUNDRED EIGHTY-SEVEN THOUSAND SIX HUNDRED EIGHTY-EIGHT AND NO HUNDREDTHS UNITED STATES DOLLARS (US$14,987,688.00). In no event, xxx declared that he was however, shall the officer designated and that he executed the foregoing Lease as Vice President aggregate liability of the Corporation and that Surety exceed the execution of this Lease is the voluntary act and deed larger of the Corporationaforementioned sums, it being the intent hereof to preclude cumulative liability. WITNESS my hand on SIGNED, SEALED AND DATED this ____ 25th day of _____________, 1993. ------------------------- NOTARY PUBLIC MY COMMISSION EXPIRES:____________ SCHEDULE A PROJECT DESCRIPTION CONCRETE FLOOR SLAB CONCRETE SLAB ON GRADED TRUCK DOCK ELECTRICALSeptember 2002.

IN TESTIMONY WHEREOF. witness the signatures of the parties hereto on I have hereunto set my hand and affixed my official seal at my office in said Parish and State the day and date first year last above written. LESSOR: DESA II PARTNERSHIP BY:______________________________________ LESSEENotary Public Parish of Orleans, State of Louisiana My Commission is Issued for Life STATE OF NEW YORK ) ) SS.: DESA INTERNATIONAL, INC. BY:________________________________ Dirk D. Miller Vice Xxxxxxxxx XXATE OF TENNESSEE COUNTY OF BEDFORD INEW YORK ) On this 8th day of March, the Undersigned2000, before me, Nicole G. Dervan, a Notary Public duly commissioned, xxxxxxxxx xxx xcting within and for said County and State, appeared JACQUELINE BARTNICK and SUSAN JOHNSON, to me personalxx xxxx xxxxx, xxx stated xxxx xxxx xere a Vice President and Assistant Vice President, respectively, of BANKERS TRUST COMPANY, a corporation, and were duly authorized in their respective capacities to execute the foregoing instrument for and in the name and behalf of said corporation; and further stated and acknowledged that they had so signed, executed and delivered said foregoing instrument for the consideration, uses and purposes therein mentioned and set forth. On the 8th day of March, 2000, before me personally came JACQUELINE BARTNICK, to me known, who, being by me dxxx xxxxx, xxx xxxose and say that she resides at 49 Red Hill Road, Warren, New Jersey 07059; that she xx x Xxxx Xxxxxxxxx xx XXXXXXX TRUST COMPANY, one of the corporations described in and for which executed the State and County aforesaid, do hereby certify above instrument; that _________________ did personally appear before me and did certify and declare she knows the seal of said corporation; that he the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Managing Partner Board of a Tennessee general partnershipDirectors of said corporation, and that he acknowledged he executed she signed her name thereto by like authority. On the foregoing Lease as Managing Partner thereof on behalf of said partnership as duly authorized by the partnership and as the act of the partnership for the purposes therein stated on this ______6th day of ___________ March, 1994. ------------------------- NOTARY PUBLIC MY COMMISSION EXPIRES:____________ STATE OF TENNESSEE COUNTY OF BEDFORD I2000, the undersigned, a Notary Public in and for the State and County aforesaid, do hereby certify that the foregoing Lease was executed before me by DESA Internationalappeared JACQUELINE BARTNICK, Inc. by and through Dirk D. Miller its to me personally known, who, beixx xx xx xxxx xxxrn, did say that she is a Vice PresidentPresident of BANKERS TRUST COMPANY, and that the seal affixed to the foregoing instrument is the corporate seal of said Dirk D. Miller xxxxxxxxxx appeared before mecorporation, after being first dxxx xxxxx, xxx declared that he was the officer designated and that he executed said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors, and she acknowledged said instrument to be the foregoing Lease as Vice President of the Corporation and that the execution of this Lease is the voluntary free act and deed of the Corporation. WITNESS my hand on this ____ day of _____________, 1993. ------------------------- NOTARY PUBLIC MY COMMISSION EXPIRES:____________ SCHEDULE A PROJECT DESCRIPTION CONCRETE FLOOR SLAB CONCRETE SLAB ON GRADED TRUCK DOCK ELECTRICALsaid corporation.

IN TESTIMONY WHEREOF. witness the signatures I have hereunto subscribed my name, and affixed my official seal, this 30th day of the parties hereto on the day and date first above writtenMay, 1991. LESSOR: DESA II PARTNERSHIP BY:_s/s Xxxx X. Xxxxxxx _______________________________ LESSEENotary Public My Commission Expires: DESA INTERNATIONAL4/22/92 TENANT - Individual: STATE OF COUNTY OF BEFORE ME, INCa Notary Public in and for said County, personally appeared ___________________________ known to me to be the person(s) who executed the foregoing instrument in its capacity as Landlord, signed the same, and acknowledged to me that (s)he did so sign said instrument in the name and that the same is his/her free act and deed. BY:IN TESTIMONY WIIEREOF, I have hereunto subscribed my name, and afflxed my official seal this day of 19_. _______________________________ Dirk D. Miller Vice Xxxxxxxxx XXATE Notary Public My Commission Expires: TENANT - Partnership: STATE OF TENNESSEE FLORIDA COUNTY OF BEDFORD I, the UndersignedPINELLAS BEFORE ME, a Notary Public in and for the State said County, personally appeared Xxxx X. Xxxxxxxx and County aforesaid, do hereby certify that _______________________ did personally appear before known to me to be the person(s) and did certify who, as President and declare that he is the Managing Partner of a Tennessee general partnership, and that he acknowledged he executed the foregoing Lease as Managing Partner thereof on behalf of said partnership as duly authorized by the partnership and as the act of the partnership for the purposes therein stated on this ______day of ___________ , 1994. ------------------------- NOTARY PUBLIC MY COMMISSION EXPIRES:____________ STATE OF TENNESSEE COUNTY OF BEDFORD I, the undersigned, a Notary Public in and for the State and County aforesaid, do hereby certify that the foregoing Lease was executed before me by DESA International, Inc. by and through Dirk D. Miller its Vice President, and that the said Dirk D. Miller xxxxxxxxxx appeared before me, after being first dxxx xxxxx, xxx declared that he was the officer designated and that he executed the foregoing Lease as Vice President of the Corporation and that the execution of this Lease is the voluntary act and deed of the Corporation. WITNESS my hand on this ____ day of _____________, 1993respectively , of Datalinc-I, Ltd., the partnership which executed the foregoing instrument in its capacity as Tenant, signed the same, and acknowledged to me that they did so sign said instrument in the name and upon behalf of said partnership, that the same is their free act and deed and they were duly authorized thereunto by the partnership. ------------------------- NOTARY PUBLIC MY COMMISSION EXPIRES:IN TESTIMONY WHEREOF, I have subscribed my name, and affixed my official seal, this 8th day of May, 1991. s/s Xxxxx X. Xxxxxxxxx _______________________________ SCHEDULE A PROJECT DESCRIPTION CONCRETE FLOOR SLAB CONCRETE SLAB ON GRADED TRUCK DOCK ELECTRICALNotary Public My Commission Expires: Notary Public, State of Florida at Large My Commission Expires June 1, 1991 TENANT - Corporation: STATE OF COUNTY OF BEFORE ME, a Notary Public in and for said County, personally appeared __________________ and __________________ known to me to be the person(s) who, as ___________________ and ___________________, respectively, of the corporation which executed the foregoing instrument in its capacity as Tenant, signed the same, and acknowledged to me that they did so sign said Instrument In the name and upon behalf of said corporation as officers of said corporation. that the same Is their free act and deed as such officers, respectively, and they were duly authorized thereunto by its board of directors; and that the seal affixed to said instrument is the corporate seal of said corporation.

IN TESTIMONY WHEREOF. witness the signatures Grantor and Lender have caused this Security Interest In Intellectual Property to be signed and executed by the undersigned officers thereunto duly authorized this day of the parties hereto on the day and date first above written. LESSOR: DESA II PARTNERSHIP BY:, 200________________________________ LESSEE. [GRANTOR] By: DESA INTERNATIONAL-------------------------------- Name: ------------------------------ Title: ----------------------------- HYATT GAMING MANAGEMENT, INC. BY:By: -------------------------------- Name: ------------------------------ Title: ----------------------------- STATE OF ) -------------------------------------------- ) SS COUNTY OF ) ------------------------------------------- On this day of , 200________________________________ Dirk D. Miller Vice Xxxxxxxxx XXATE OF TENNESSEE COUNTY OF BEDFORD I, the Undersigned, a Notary Public in and for the State and County aforesaid, do hereby certify that _________________ did personally appear there appeared before me and did certify and declare , personally known to me, who acknowledged that he is the Managing Partner of a Tennessee general partnership, and that he acknowledged he executed he/she signed the foregoing Lease Hyatt Gaming Security Interest In Intellectual Property as Managing Partner thereof on behalf of said partnership as duly authorized by the partnership and as the act of the partnership for the purposes therein stated on this ______day of ___________ , 1994. ------------------------- NOTARY PUBLIC MY COMMISSION EXPIRES:____________ STATE OF TENNESSEE COUNTY OF BEDFORD I, the undersigned, a Notary Public in and for the State and County aforesaid, do hereby certify that the foregoing Lease was executed before me by DESA International, Inc. by and through Dirk D. Miller its Vice President, and that the said Dirk D. Miller xxxxxxxxxx appeared before me, after being first dxxx xxxxx, xxx declared that he was the officer designated and that he executed the foregoing Lease as Vice President of the Corporation and that the execution of this Lease is the his/her voluntary act and deed on behalf and with full authority of the Corporation[GRANTOR]. WITNESS my hand on ----------------------------------- Notary Public STATE OF ) -------------------------------------------- ) SS COUNTY OF ) ------------------------------------------- On this day of , 200____ day , there appeared before me , personally known to me, who acknowledged that he/she signed the foregoing Hyatt Gaming Security Interest In Intellectual Property as his/her voluntary act and deed on behalf and with full authority of Hyatt Gaming Management, Inc. ----------------------------------- Notary Public SCHEDULE A [PATENTS/TRADEMARKS/COPYRIGHTS] ------------------------------- TITLE REGISTRATION ISSUE DATE NUMBER [PATENT/TRADEMARK/COPYRIGHT] APPLICATIONS ----------------------------------------- TITLE SERIAL NO. FILING DATE ANNEX II FORM OF AMENDMENT TO HYATT GAMING SECURITY AGREEMENT (ADDITIONAL DEBTOR) This Amendment to Hyatt Gaming Security Agreement (Additional Debtor) (this "Amendment"), dated as of _____________, 1993. ------------------------- NOTARY PUBLIC MY COMMISSION EXPIRES:____________ SCHEDULE A PROJECT DESCRIPTION CONCRETE FLOOR SLAB CONCRETE SLAB ON GRADED TRUCK DOCK ELECTRICAL, relates to the Hyatt Gaming Security Agreement dated as of March 14, 2000 (as amended, restated, supplemented or otherwise modified from time to time, the "Agreement") executed by Windsor Woodmont Black Hawk Resort Corp., a Colorado corporation ("Debtor") and Hyatt Gaming Management, Inc., a Nevada corporation (together with its successors and assigns, the "Lender"). Capitalized terms used but not otherwise defined herein shall have the meanings given in the Agreement. In compliance with Section 4.5(s) of the Subordinated Loan Agreement dated as of March 14, 2000 (as amended, supplemented or otherwise modified from time to time, the "Subordinated Loan Agreement") between Debtor and Lender, [NAME OF RESTRICTED SUBSIDIARY] ("Additional Debtor") and Lender hereby agree as follows:

IN TESTIMONY WHEREOF. witness the signatures of the parties hereto on have executed this Lease as of the day and date first above writtenaforesaid all pursuant to authority duly granted. LESSOR: DESA II PARTNERSHIP BY:______________________LESSEE: BRANCH BANKING AND TRUST COMPANY EOIR TECHNOLOGIES, INC. By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxxxx X. Xxxxxxx Xx. ------------------------------ ------------------------------- Its: Vice President Its: Vice President (ACTG) ----------------------------- ------------------------------ WITNESSES (as to Lessor): WITNESSES (as to Lessee): /s/ Xxxxx M__________ LESSEE: DESA INTERNATIONAL, INC. BY:________________________________ Dirk D. Miller Vice Xxxxxxxxx XXATE /s/ Xxxxx Xxxxxxx ---------------------------------- ----------------------------------- ---------------------------------- ----------------------------------- STATE OF TENNESSEE NORTH CAROLINA - FORSYTH COUNTY OF BEDFORD I, the Undersigned, a Notary Public in of the County and for the State and County aforesaid, do hereby certify that _________________ did XXXXXXX X. XXXXX personally appear appeared before me this day and did certify and declare acknowledged that he (S)he is the Managing Partner VICE PRESIDENT of BRANCH BANKING AND TRUST COMPANY, a Tennessee general partnershipNORTH CAROLINA corporation, and that he acknowledged he as VICE PRESIDENT, being authorized to do so, executed the foregoing Lease as Managing Partner thereof instrument on behalf of said partnership as duly authorized by the partnership corporation. Witness my hand and as the act of the partnership for the purposes therein stated on official stamp or seal, this ______10th day of ___________ JULY, 19942002. ------------------------- NOTARY PUBLIC MY COMMISSION EXPIRES:____________ STATE OF TENNESSEE COUNTY OF BEDFORD (Stamp/Seal) /s/ Xxxxxx Xxxxx -------------------------------------- Notary Public My Commission Expires November 1, 0000 XXXXX XX XXXXXXXX - XXXX XX XXXXXXXXXXXXXX XXXXXX I, the undersigned, a Notary Public in of the County and for the State and County aforesaid, do hereby certify that the foregoing Lease was executed XXXXXXX X. XXXXXXX XX. personally appeared before me by DESA Internationalthis day and acknowledged that (s)he is the VICE PRESIDENT (ACTG.) of EOIR TECHNOLOGIES, Inc. by and through Dirk D. Miller its Vice PresidentINC., a S-CORP. corporation, and that the said Dirk D. Miller xxxxxxxxxx appeared before meas VICE PRESIDENT, after being first dxxx xxxxxauthorized to do so, xxx declared that he was the officer designated and that he executed the foregoing Lease as Vice President instrument on behalf of the corporation. Witness my hand and official stamp or seal, this 8th day of JULY, 2002. (Stamp/Seal) /s/ Xxx Xxxxxxx Xxxxx -------------------------------------- Notary Public My Commission Expires April 30th, 2006 EXHIBIT A LEGAL DESCRIPTION All of that certain lot or parcel of land located in Prince Xxxxxxx County, Virginia, and more particularly described as follows: BEGINNING at the iron pipe found in the northerly line of Xxx 00, Xxxxxxxxxx Xxxxxxxxxxx, Xxxxx 1, as recorded in deed Book 181 at Page 197. said pipe being an easterly corner to a parcel of land in the name of Prince Xxxxxxx County School Board, as recorded in Deed Book 97 at Page 256; thence with the easterly line of said Prince Xxxxxxx County School Board N 28(0) 33' 32" W, 102.30 feet to an iron pipe found; and thence N 20(0) 26' 32" W, 209.06 feet to an iron pipe set in the southerly line of a parcel of land in the name of Hachinger Enterprises as recorded in Deed Book 754 at Page 568; thence with the northeasterly line of said Hachinger Enterprises N 63(0) 54' 03" E, 267.68 feet to an iron pipe set in the westerly line of Devils' Reach Road, Route 6748, variable width (34 feet from centerline as established in Deed Book 1504 at Page 955); thence with said westerly line of Devil's Reach Road S 26(0) 11' 57" E, 306.98 feet to an iron pipe set in the northerly line of Lot 24 of the aforementioned Morenbaker Subdivision, Block 1; thence with the outline of said Morenbaker Subdivision, BLOCK 1, S 63(0) 48' 03" W, 191.00 feet to an iron pipe found; and thence S 62(0) 05' 47" N, 93.48 feet to the point of beginning; containing 1.98406 +/- acres of land. Being the same property conveyed to Piedmont Federal Savings Bank, a federally chartered savings bank, by deed from Xxxxxx X Xxxxxx, Substituted Trustee, dated July 6, 1992 and recorded August 21, 1992 in the Clerk's Office, Circuit Court, Prince Xxxxxxx County, Virginia, in Deed Book 1912, Page 682. By order entered in Deed Book 1941, page 302, and in Deed Book 1941, page 307, property was vested in Resolution Trust Corporation, a Receiver for Piedmont Federal Savings Bank, Manassas, Virginia. By Purchase and Assumption Agreement dated October 9, 1992, recorded in Deed Book 1911, page 333, Resolution Trust Corporation and in its capacity as Conservator for Piedmont Federal Savings Association, Manassas, Virginia, was vested with title. EXHIBIT B FLOOR PLAN OF PREMISES [DIAGRAM OF FLOOR PLAN APPEARS HERE] EXHIBIT C PARKING While this lease or any extension hereof is in effect, Lessee shall have the right to 22 parking spaces in the parking lot of the property on a first come basis. Said parking spaces are currently at no additional cost to the lessee. However, Lessee acknowledges that the execution of Lessor reserves the right to establish monthly parking fees for this Lease is lot, which they will be subject to with 60 day written notice from the voluntary act and deed of the Corporation. WITNESS my hand on this ____ day of _____________, 1993. ------------------------- NOTARY PUBLIC MY COMMISSION EXPIRES:____________ SCHEDULE A PROJECT DESCRIPTION CONCRETE FLOOR SLAB CONCRETE SLAB ON GRADED TRUCK DOCK ELECTRICALLessor.

IN TESTIMONY WHEREOF. witness The Town of Nags Head has caused this instrument to be executed in its name and behalf by its Mayor, attested by the signatures Town Clerk and its seal affixed hereto, all as of the parties hereto act and deed of its Board of Commissioners, pursuant to a resolution adopted on the 6th day of October, 1999, and SunComTriton PCS Property Company, LLC, a Delaware limited liability company has caused this instrument to be executed in its name and on behalf of the Partnership, all the day and date year first above written. LESSORTOWN OF NAGS HEAD, NORTH CAROLINA By:____________________________________(SEAL) Name: DESA II PARTNERSHIP BY:Xxxxxx X. Xxxxxx Its: Mayor Tax ID No.: 00-0000000 Attest: ________________________________ LESSEEXxxxxxx X. Xxxxxx, Town Clerk SUNCOMTRITON PCS PROPERTY COMPANY, LLC a Delaware limited liability company’ BY: DESA INTERNATIONALSUNCOMTRITON MANAGEMENT COMPANY, INC. BY:a Delaware corporation, its Manager By:___________________________________(SEAL) Name: Xxxxx Xxxxxx Title: Vice-President Network Engineering Date: ________________________________ Dirk D. Miller Vice Xxxxxxxxx XXATE OF TENNESSEE COUNTY OF BEDFORD I, the Undersigned, a Notary Public in and for the State and County aforesaid, do hereby certify that Attest: ________________________________ did personally appear before me and did certify and declare that he is the Managing Partner Name: Xxxxx Xxxxxxxx Title: Vice President of a Tennessee general partnershipCall Center Operations [CORPORATE SEAL] STATE OF NORTH CAROLINA COUNTY OF DARE I, and that he acknowledged he executed the foregoing Lease as Managing Partner thereof on behalf of said partnership as duly authorized by the partnership and as the act of the partnership for the purposes therein stated on this ______day of ___________ , 1994. ------------------------- NOTARY PUBLIC MY COMMISSION EXPIRES:____________ STATE OF TENNESSEE COUNTY OF BEDFORD I, the undersigned___________________, a Notary Public in of the County and for the State and County aforesaid, do hereby certify that the foregoing Lease was executed Xxxxxxx X. Xxxxxx personally came before me by DESA Internationalthis day and acknowledged that she is the Town Clerk of the Town of Nags Head, Inc. by and through Dirk D. Miller its Vice Presidenta North Carolina municipal corporation, and that the said Dirk D. Miller xxxxxxxxxx appeared before me, after being first dxxx xxxxx, xxx declared that he was the officer designated by authority duly given and that he executed the foregoing Lease as Vice President act of the Corporation Town, the forgoing instrument was signed in its name by its Mayor, sealed with its corporate seal and that the execution of this Lease is the voluntary act and deed of the Corporationattested by herself as its Town Clerk. WITNESS Witness my hand on and official stamp or seal, this ________ day of __________________, 19932000. ------------------------- NOTARY PUBLIC MY COMMISSION EXPIRES:_____________________________________________ SCHEDULE A PROJECT DESCRIPTION CONCRETE FLOOR SLAB CONCRETE SLAB ON GRADED TRUCK DOCK ELECTRICALNotary Public My Commissioner Expires: _______________________ [NOTARY SEAL] COMMONWEALTH OF VIRGINIA COUNTY OF HENRICO

IN TESTIMONY WHEREOF. witness the signatures of the parties hereto Grantor has caused this Deed to be duly executed on the day and date first above writtenits behalf by its duly authorized . LESSORGRANTOR: DESA II PARTNERSHIP BY:________________________________ LESSEEWITNESS: DESA INTERNATIONAL, INC. BY:________________________________ Dirk D. Miller Vice Xxxxxxxxx XXATE OF TENNESSEE COUNTY OF BEDFORD I, the Undersigned, a Notary Public in and for the By: State and County aforesaidof Maryland Xxxxxxxxxx County, do to-wit: I hereby certify that on _________________ did personally appear before me and did certify and declare that he is the Managing Partner of a Tennessee general partnership, and that he acknowledged he executed the foregoing Lease as Managing Partner thereof on behalf of said partnership as duly authorized by the partnership and as the act of the partnership for the purposes therein stated on this ______day of ___________ , 1994. ------------------------- NOTARY PUBLIC MY COMMISSION EXPIRES:____________ STATE OF TENNESSEE COUNTY OF BEDFORD I, the undersigned, a Notary Public in and for the State and County aforesaid, do hereby certify that the foregoing Lease was executed before me by DESA International, Inc. by and through Dirk D. Miller its Vice President, and that the said Dirk D. Miller xxxxxxxxxx appeared before me, after being first dxxx xxxxx, xxx declared that he was the officer designated and that he executed the foregoing Lease as Vice President of the Corporation and that the execution of this Lease is the voluntary act and deed of the Corporation. WITNESS my hand on this ____ day of _____________June, 19931998, before me, a notary public of the State of Maryland, personally appeared who acknowledged himself to be the of the Grantor corporation, and that he, as such , being authorized so to do, executed the foregoing Deed for the purposes therein contained by signing, in my presence, the name of the corporation by himself as President, and certified that this conveyance is not part of a transaction in which there is a sale, lease, exchange or other transfer of all or substantially all of the property and assets of the Grantor corporation. ------------------------- NOTARY PUBLIC MY COMMISSION EXPIRES:____________ SCHEDULE Witness my hand and notarial seal. Notary Public THIS IS TO CERTIFY that the within instrument was prepared by or under the supervision of the undersigned, an attorney duly admitted to practice before the Court of Appeals of Maryland. , attorney AFTER RECORDATION, PLEASE RETURN TO: Xxxxxx X. Xxxx, Paralegal XXXXX, EARLY & XXXXXX, CHTD. 0 Xxxxxxxx Xxxxx Xxxxxx Xxxxx 000 Xxxxxxxx, Xxxxxxxx 00000 000-000-0000 [File No. 63613.001/JAH] CLERK'S INDEX SHEET (For the purpose of proper indexing only) Pursuant to the provisions and requirements of Section 3-501 of Subtitle 5, Real Property Article, Annotated Code of Maryland (1981 Repl. Vol.), the following additional information is declared by the parties hereto to be contained within this instrument: TYPE OF INSTRUMENT: DEED GRANTOR: , a corporation 0 Xxxx Xxxxx Rockville, Maryland 20850-5310 GRANTEE: , a c/o Berkeley Investments, Inc. 000 Xxxxxxx Xxxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 CONSIDERATION: $ TAX ID NUMBER: 00-000-00000000 PROPERTY ADDRESS: 0000 Xxxxxxxx Xxxxxxxxx Xxxxxxxxx, Xxxxxxxxxx Xxxxxx, Maryland 20850-3204 TITLE INSURER: Lawyers Title Insurance Corporation CLERK: After recording, please see that the original of the foregoing instrument is returned to: Xxxxxx X. Xxxx, Paralegal Xxxxx, Early & Xxxxxx, Chtd. 0 Xxxxxxxx Xxxxx Xxxxxx Xxxxx 000 Xxxxxxxx, Xxxxxxxx 00000 EXHIBIT A PROJECT DESCRIPTION CONCRETE FLOOR SLAB CONCRETE SLAB ON GRADED TRUCK DOCK ELECTRICALPERMITTED EXCEPTIONS

IN TESTIMONY WHEREOF. witness the signatures I have hereunto subscribed my name and affixed my official seal at New York, New York this _____ day of the parties hereto on the day and date first above written. LESSOR: DESA II PARTNERSHIP BY:______________, 19___. ----------------------------------------- Notary Public LESSEE'S AGREEMENT The undersigned, as Lessee under the lease herein described, does hereby accept and agree to the terms of the foregoing Subordination, which shall inure to the benefit of and be binding upon the undersigned and the heirs, executors, administrators, legal representatives, successors and assigns of the undersigned. By: --------------------------------------- ACKNOWLEDGMENTS INDIVIDUAL STATE OF ) ) SS: COUNTY OF ) On this _____ day of _____________, 19__, before me personally appeared ________________ to me personally known to be the person described in and who executed the foregoing instrument, and acknowledged that ____________________ LESSEEexecuted the same as their free act and deed. ----------------------------------------- Notary Public My commission expires: DESA INTERNATIONAL, INC. BY:________________________________ Dirk D. Miller Vice Xxxxxxxxx XXATE ----------------------------------------- CORPORATE STATE OF TENNESSEE ) ) SS: COUNTY OF BEDFORD I, the Undersigned, a Notary Public in and for the State and County aforesaid, do hereby certify that _________________ did personally appear before me and did certify and declare that he is the Managing Partner of a Tennessee general partnership, and that he acknowledged he executed the foregoing Lease as Managing Partner thereof on behalf of said partnership as duly authorized by the partnership and as the act of the partnership for the purposes therein stated on ) On this ______day of ___________ , 1994. ------------------------- NOTARY PUBLIC MY COMMISSION EXPIRES:____________ STATE OF TENNESSEE COUNTY OF BEDFORD I, the undersigned, a Notary Public in and for the State and County aforesaid, do hereby certify that the foregoing Lease was executed before me by DESA International, Inc. by and through Dirk D. Miller its Vice President, and that the said Dirk D. Miller xxxxxxxxxx appeared before me, after being first dxxx xxxxx, xxx declared that he was the officer designated and that he executed the foregoing Lease as Vice President of the Corporation and that the execution of this Lease is the voluntary act and deed of the Corporation. WITNESS my hand on this ____ day of _____________, 1993. ------------------------- NOTARY PUBLIC MY COMMISSION EXPIRES:19__, before me, personally appeared _______________ SCHEDULE A PROJECT DESCRIPTION CONCRETE FLOOR SLAB CONCRETE SLAB ON GRADED TRUCK DOCK ELECTRICALto me personally known, who, being by me duly sworn, did say he is the ________________ of ________________ and that the seal affixed to the foregoing instrument is the corporate seal of said corporation, and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors, and acknowledged said instrument to be the free act and deed of said corporation. ----------------------------------------- Notary Public My commission expires: ----------------------------------------- PARTNERSHIP STATE OF ) ) SS: COUNTY OF ) In ________________ County in said station on the _____ day of _____________, 19__, before me personally appeared ________________ as general partner of ________________ PARTNERSHIP, to be known and known by me to be the party executing the foregoing and the acknowledged said instrument by him executed to be his free act and deed, and his free act and deed in his capacities as aforesaid, and the free act and deed of ________________ PARTNERSHIP. ----------------------------------------- Notary Public My commission expires: -----------------------------------------

IN TESTIMONY WHEREOF. witness the signatures Grantor has caused this Special Warranty Deed to be executed by its duly authorized representative. GRANTOR: ELMAN ALEXANDRIA ASSOCIATES, L.P., a Delaware xxxxxed partnership By: Elman Investors, Inc., a Delaware corporation By: Lee M. Elman President ________________________) ________________________) ________________________) to wit: I, ____________________, a Notary Public in and for the jurisdiction aforesaid, do hereby certify that ________________________, who is personally well known to me (or satisfactorily proven to me) as the person named in the foregoing Deed, personally appeared before me in the aforesaid jurisdiction and acknowledged himself to be the President of ELMAN INVESTORS, INC., general partner of ELMAN ALEXANDRIA ASSOCIATEX, X.P., a Delaware limited partnership, axx xxxx xx, xx xuch President, being authorized so to do, executed the foregoing Deed for the purposes therein contained by signing, in my presence, the name of the parties hereto on Company by himself as the president of the corporate general partner. GIVEN under my hand and seal this ___ day and date first above writtenof ___________________, 2003. LESSOR: DESA II PARTNERSHIP BY:________________________________ LESSEE: DESA INTERNATIONALNotary Public My commission expires:____________ [NOTARY SEAL] EXHIBIT A TO DEED LEGAL DESCRIPTION EXHIBIT F FORM OF LEASE ASSIGNMENT ASSIGNMENT AND ASSUMPTION OF LEASE THIS ASSIGNMENT AND ASSUMPTION OF LEASE (the "Assignment and Assumption") is made effective as of _______________, INC. BY:2003, by and between ELMAN ALEXANDRIA ASSOCIATES, L.P., a Delaware limited partnership (txx "Xxxxxxxx"), and ________________________________, a __________________________________________ Dirk D. Miller Vice Xxxxxxxxx XXATE OF TENNESSEE COUNTY OF BEDFORD I, the Undersigned, a Notary Public in and for the State and County aforesaid, do hereby certify that _________________ did personally appear before me and did certify and declare that he is the Managing Partner of a Tennessee general partnership, and that he acknowledged he executed the foregoing Lease as Managing Partner thereof on behalf of said partnership as duly authorized by the partnership and as the act of the partnership for the purposes therein stated on this ______day of ___________ , 1994. ------------------------- NOTARY PUBLIC MY COMMISSION EXPIRES:____________ STATE OF TENNESSEE COUNTY OF BEDFORD I, the undersigned, a Notary Public in and for the State and County aforesaid, do hereby certify that the foregoing Lease was executed before me by DESA International, Inc. by and through Dirk D. Miller its Vice President, and that the said Dirk D. Miller xxxxxxxxxx appeared before me, after being first dxxx xxxxx, xxx declared that he was the officer designated and that he executed the foregoing Lease as Vice President of the Corporation and that the execution of this Lease is the voluntary act and deed of the Corporation. WITNESS my hand on this ____ day of _____________, 1993. ------------------------- NOTARY PUBLIC MY COMMISSION EXPIRES:____________ SCHEDULE A PROJECT DESCRIPTION CONCRETE FLOOR SLAB CONCRETE SLAB ON GRADED TRUCK DOCK ELECTRICAL("Assignee").