BETWEEN

Exhibit 10.8

PROFESSIONAL OFFICE BUILDING LEASE

BETWEEN

XXXXXXX X. XXXXXXX
an individual
("Landlord")

and

xxxx.xxx, inc.
a Delaware corporation
("Tenant")

000 Xxxxx Xxxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx

TABLE OF CONTENTS

1. PREMISES AND COMMON AREAS............................................. 3
1.1 Premises.................................................... 3
1.2 Common Areas................................................ 3
(a) Common Areas Defined................................... 3
(b) Tenant's Right to Use Common Areas..................... 3
(c) Landlord's Control and Management...................... 3

2. TERM OF LEASE......................................................... 3
2.1 Term of Lease............................................... 3
2.2 Possession Before Term Commences............................ 4

3. DELIVERY OF POSSESSION................................................ 4
3.1 Delivery of Possession...................................... 4
3.2 Delay in Delivery of Premises............................... 4

4. USE OF PREMISES....................................................... 4
4.1 Permitted Use............................................... 4
4.2 Limitations on Use.......................................... 4
4.3 Compliance with Laws........................................ 5
4.4 Insurance Increases......................................... 5
4.5 Rules and Regulations....................................... 5

5. RENT.................................................................. 6
5.1 Amount of Rent; Payment..................................... 6
5.2 Prepaid Rent................................................ 6
5.3 Security Deposit............................................ 6
5.4 Short First or Last Month................................... 6
(a) Adjustments of Monthly Rent............................ 6
5.5 Late Charge................................................. 7
5.6 Additional Rent............................................. 7

6. BUILDING OPERATING COSTS; UTILITIES................................... 7
6.1 Payment of Building Costs................................... 7
6.2 Definition of Tenant's Share................................ 8
6.3 Definition of Building Costs................................ 8
6.4 Definition of Real Property Taxes........................... 8
6.5 Utilities and Services...................................... 8
6.6 Tenant's Additional Service Requirements.................... 8
6.7 Interruption of Utility Service............................. 9
6.8 Energy Conservation......................................... 9

7. PERSONAL PROPERTY TAXES............................................... 9
7.1 Personal Property Taxes..................................... 9

8. MAINTENANCE AND REPAIR OF THE PREMISES................................. 10
8.1 Tenant's Obligations......................................... 10
8.2 Alterations.................................................. 10
8.3 Mechanics' Liens............................................. 11

9. MAINTENANCE AND REPAIR OF STRUCTURE.................................... 11
9.1 Landlord's Obligations....................................... 11

10. INSURANCE AND INDEMNIFICATION.......................................... 11
10.1 Insurance Required of Tenant................................. 11
(a) Casualty Insurance...................................... 12
(b) Liability Insurance..................................... 12
10.2 Policy Form.................................................. 12
10.3 Subrogation.................................................. 12
10.4 Indemnification.............................................. 12

11. DESTRUCTION; CONDEMNATION.............................................. 13
11.1 Destruction.................................................. 13
11.2 Condemnation................................................. 14

12. DEFAULT; REMEDIES...................................................... 14
12.1 Default...................................................... 14
12.2 Remedies in Default.......................................... 15

13. ASSIGNMENT AND SUBLETTING.............................................. 16
13.1 Definition of Assignment..................................... 16
13.2 No Assignment................................................ 17
13.3 Costs........................................................ 17
13.4 Termination.................................................. 17
13.5 Involuntary Assignment; Attachment; Involuntary Proceedings.. 17
13.6 Consideration to Landlord.................................... 17

14. SALE OF BUILDING....................................................... 18
14.1 Sale of Building............................................. 18

15. LEASE SUBJECT TO SUBORDINATION......................................... 18
15.1 Lease Subject to Subordination............................... 18

16. GENERAL PROVISIONS..................................................... 19
16.1 Signs and Blinds............................................. 19
16.2 Entry........................................................ 19
16.3 Statement of Status.......................................... 19
16.4 Attorneys' Fees.............................................. 19
16.5 Captions..................................................... 19
16.6 Notices...................................................... 19
16.7 Successors................................................... 20
16.8 Joint and Several Obligations of Tenant...................... 20
16.9 Liability of Landlord........................................ 20

16.10 Independent Covenants........................................ 20
16.11 Waiver....................................................... 20
16.12 Attachments.................................................. 20
16.13 Entire Agreement............................................. 20
16.14 Amendment.................................................... 21
16.15 Severability................................................. 21
16.16 Time of Essence.............................................. 21
16.17 Holding Over................................................. 21
16.18 Broker....................................................... 21
16.19 Parking...................................................... 22

iii

PROFESSIONAL OFFICE BUILDING LEASE

THIS LEASE is made and entered into by the Landlord and Tenant named herein
who agree as follows:

FUNDAMENTAL LEASE PROVISIONS. The fundamental provisions of this Lease
are:

Section

1. Date of Lease: October 29, 1999

2. Landlord: Xxxxxxx X. Xxxxxxx, an individual

3. Tenant: xxxx.xxx, inc., a Delaware corporation

4. Address and Description of Premises:

(a) the third floor (the "Premises") of 000 Xxxxx Xxxxxx, the building 1.1
commonly known as 000 Xxxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx (the
"Building").

(b) Approximate square footage of Premises: 1,900 square feet 1.1

5. Term:

(a) Duration: Thirty-Six (36) months. 2.1

(b) Commencement Date: November 15, 1999, or the date on which 2.1
Tenant commences business at the Premises, whichever is earlier.

6. Use:

(a) Permitted Use: e-commerce office. 4.1

7. Monthly Rent; Building Costs:

(a) Monthly Rent: 5.1

Month Base Rent
1-12 $5,700.00
13-24 $5,985.00
25-36 $6,284.25

(b) Prepaid Rent: $5,700 plus estimated share of Building Costs of 5.2
$87.09 as first month's rent

(d) Initial Estimate of Tenant's Share of Building Costs: $87.09 per 6.1
month

(e) Tenant's portion of Building Costs: 27.43682% 6.2

8. Minimum Liability Insurance Amount: $2,000,000 10.1(b)
Combined Single Limit

9. Addresses for Notice: 18.7

(a) Landlord: 0 Xxx Xxxxxxx, Xxxxxx, XX 00000-0000

(b) Tenant: At the Premises

10. Broker or Finder: Xxxxx X. Xxxxxxxx, Xxxxxxx Xxxxxxxxx 18.16

Commission to be paid by: Landlord ($5,700)

11. Exhibits:
Exhibit A - Rules and Regulations

Each reference in the Lease to any of the Fundamental Lease Provisions
shall be construed to include the provisions set forth above as well as all of
the additional terms and provisions of the applicable sections of the Lease.

The foregoing Fundamental Lease Provisions are hereby approved.

Landlord: Tenant:

XXXXXXX X. XXXXXXX, an individual Xxxx.xxx, inc., a Delaware corporation

_____________________________________ By: _________________________________
Xxxxxxx X. Xxxxxxx
Name: _______________________________

Title: ______________________________

By: _________________________________

Name: _______________________________

Title: ______________________________

1. PREMISES AND COMMON AREAS.

1.1 Premises. Landlord leases to Tenant, and Tenant leases from
Landlord the real property described in Paragraph 4(a) of the Fundamental Lease
Provisions (hereinafter called the "Premises"). The Premises consist of a
portion of the Building described in Paragraph 4(a) of the Fundamental Lease
Provisions, on real property which is owned by Landlord. For purposes of this
Lease, the Premises shall be deemed to contain the number of square feet of
floor area set forth in Paragraph 4(b) of the Fundamental Lease Provisions.

1.2 Common Areas.

(a) Common Areas Defined. The term "Common Areas" means all
areas and facilities outside the Premises and within the exterior boundaries of
the real property that are not leaseable to other tenants and that are provided
and designated by Landlord for the general use and convenience of Tenant and its
authorized representatives and invitees, of other tenants of the Building and
their respective authorized representatives and invitees, and/or of the general
public. Common Areas are areas within and outside of the Building such as,
without limitation, pedestrian walkways, landscaped areas, sidewalks and
entryway, stairways, lobbies, and rear exit staircases.

(b) Tenant's Right to Use Common Areas. Landlord gives to
Tenant and its authorized representatives and invitees the non-exclusive right
to use the Common Areas with others who are entitled to use the Common Areas,
subject to Landlord's rights set forth in Section 1.2(c).

(c) Landlord's Control and Management. Landlord may increase,
reduce, or change in any manner the Common Areas as Landlord shall deem
appropriate. Without limitation, Landlord shall also have the right, from time
to time, to establish and enforce reasonable rules and regulations applicable to
all tenants concerning the maintenance, management, use and operation of the
Common Areas, and to select a person, firm, or entity to maintain and operate
any of the Common Areas and to close temporarily parts of the Common Areas for
maintenance, repair, and renovation purposes. The provisions of this Section
1.2(c) to the contrary notwithstanding, in the exercise of the rights hereunder,
Landlord shall provide reasonable access to and from the Premises, subject to
reasonable rules and regulations and security measures approved by Landlord.

2. TERM OF LEASE.

2.1 Term of Lease. The term of this Lease (the "Term") shall be the
period stated in Paragraph 5(a) of the Fundamental Lease Provisions, commencing
on the Commencement Date set forth in Paragraph 5(b) of the Fundamental Lease
Provisions.

2.2 Possession Before Term Commences. If Landlord consents to Tenant
taking possession of the Premises prior to the Commencement Date, then all of
the provisions of this Lease except the payment of Monthly Rent and other
periodic charges shall be applicable and in full force and effect during such
period.

3. DELIVERY OF POSSESSION.

3.1 Delivery of Possession. Landlord shall deliver possession of the
Premises to Tenant on the Commencement Date in their existing condition, except
that the Premises shall be broom clean and free of debris, carpeting cleaned as
necessary in Landlord's reasonable discretion, with touch up painting as
necessary in Landlord's reasonable discretion, and the plumbing, lighting,
heating, ventilating and air conditioning systems, if any, shall be in good
operating condition. Unless otherwise provided, Landlord shall have no
obligation to improve, remodel or otherwise modify the Premises for Tenant's
use.

3.2 Delay in Delivery of Premises. If Landlord is unable to deliver
possession of the Premises to Tenant on or before the Commencement Date,
Landlord shall not be subject to any liability for its failure to do so. Subject
to the termination right set forth below, this failure shall not affect the
validity of this Lease or the obligations of Tenant under it, but the Term shall
commence on the date on which Landlord delivers possession of the Premises to
Tenant. If, for any reason other than a delay caused in whole or in part by
Tenant, the Premises are not delivered to Tenant within three (3) months after
the date set forth in Paragraph 5(b) of the Fundamental Lease Provisions,
Tenant, as its sole right and remedy, shall have the option of terminating this
Lease, without further obligation or liability on the part of either party, by
delivering written notice of termination to Landlord at any time after such date
and before the Premises are delivered. Upon such termination, any deposits
previously made by Tenant shall be promptly returned.

4. USE OF PREMISES.

4.1 Permitted Use. Subject to the provisions of Section 4.2, Tenant
shall use and occupy the Premises solely for the purpose set forth in Paragraph
6(a) of the Fundamental Lease Provisions, and for no other use or purpose.

4.2 Limitations on Use. Tenant shall not use the Premises for or
carry on or permit in or upon the Premises, or any part thereof, any offensive,
noisy, or dangerous trade, business, manufacture or occupation, or any nuisance,
or anything against public policy, or interfere with the business of owners or
occupants of adjacent properties, or other tenants in the Building, as the case
may be. Tenant agrees not to cause, permit or suffer any waste or damage,
disfigurement or injury to the Premises, to the fixtures or equipment therein,
or to the Common Areas, nor to permit or suffer any overloading of the floor of
the Premises and/or other parts of the Building. Tenant shall not install,
operate or maintain in the Premises any electrical equipment which does not bear
the Underwriters Laboratory approval, or which equipment would, in the
reasonable

opinion of Landlord, overload any portion of the electrical system which serves
the Building.

4.3 Compliance with Laws. Tenant shall, at its sole cost and
expense, promptly comply with all local, state or federal laws, statutes,
ordinances and governmental rules, regulations or requirements now in force or
which may hereafter be in force (collectively, "Laws") with respect to the use,
operation and condition of the Premises, including, without limitation, any Laws
regarding or requiring alterations to the Premises and any Laws relating to the
storage, use and/or disposal of Hazardous Materials. "Hazardous Materials" as
used herein shall mean any hazardous or toxic substance, material, chemical or
waste which is now or may subsequently during the term hereof be defined as such
by, or which is now or may subsequently during the term hereof be regulated by,
any governmental or quasi-governmental law, ordinance, rule or regulation. The
judgment of any court of competent jurisdiction or the admission of Tenant in
any action against Tenant, whether Landlord is a party to it or not, that Tenant
has violated any Law will be conclusive of that fact as between Landlord and
Tenant. Tenant's obligations under this paragraph shall include, without
limitation, any alterations to the Premises that may be required under the
Americans with Disabilities Act as a result of Tenant's alterations or
improvements to the Premises, but shall not include seismic or other alterations
or improvements that are not required as a result of Tenant's specific and
unique use of the Premises.

4.4 Insurance Increases. If the rate of any insurance carried by
Landlord is increased as a result of Tenant's use of the Premises or the cost,
value or nature of Tenant's improvements, equipment or personal property located
in the Premises, Tenant shall pay to Landlord, upon request and at least fifteen
(15) days before the date Landlord is obligated to pay a premium on such
insurance and in addition to all other amounts payable hereunder, a sum equal to
the difference between the increased premium and what the premium would
otherwise have been, as reasonably determined by Landlord's insurer.

4.5 Rules and Regulations. Tenant's use of the Premises and the
Common Areas shall be subject at all times prior to and during the term of the
Lease to the rules and regulations from time to time promulgated by Landlord.
The current rules and regulations are set forth in Exhibit A attached to this
Lease. Landlord reserves the right at any time to change or rescind any one or
more of these rules and regulations or to make any additional rules and
regulations that, in Landlord's judgment, may be necessary for: (a) the
management, safety, care, and cleanliness of the Premises, Building, and real
property; (b) the preservation of good order; or (c) the convenience of other
occupants and tenants in the Premises and Building. Such rules and regulations
shall become effective and a part of this Lease when a copy of same has been
delivered to Tenant. The failure of another tenant to comply with such rules and
regulations will neither excuse Tenant's obligation to comply with such rules
and regulations or any other obligation of Tenant under this Lease nor cause
Landlord to be liable to Tenant for any damage resulting to Tenant. Tenant shall
cause Tenant's employees, invitees and authorized representatives to comply with
such rules and regulations.

5. RENT.

5.1 Amount of Rent; Payment. Beginning on the Commencement Date,
Tenant shall pay monthly rent in the amount set forth in Paragraph 7(a) of the
Fundamental Lease Provisions (the "Monthly Rent"). The Monthly Rent shall be
subject to adjustment in accordance with Section 5.5. Monthly Rent shall be paid
on the first day of each calendar month of the Lease term, without deduction,
offset, prior notice or demand, and shall be mailed or paid in person at the
address designated in writing by Landlord from time to time.

5.2 Prepaid Rent. Upon execution of this Lease, Tenant shall pay to
Landlord the amount of prepaid rent set forth in Paragraph 7(b) of the
Fundamental lease Provisions, which prepaid rent shall be applied by Landlord as
provided in such paragraph.

5.3 Security Deposit. Upon execution of this Lease, Tenant shall pay
to Landlord a security deposit in the amount set forth in Paragraph 7(c) of the
Fundamental Lease Provisions. Such sum shall be held by Landlord as security for
the faithful performance by Tenant of all the terms, covenants, and conditions
of this Lease to be kept and performed by Tenant during the term hereof. If
Tenant defaults with respect to any provision of this Lease, including, without
limitation, the provisions relating to the payment of rent, Landlord may (but
shall not be required to) use, apply or retain all or any part of the security
deposit to the payment of any rent in default, or for the payment of any amount
which Landlord may spend or become obligated to spend by reason of Tenant's
default, or to compensate Landlord for any other loss or damage which Landlord
may suffer by reason of Tenant's default. If any portion of the security deposit
is so used or applied, Tenant shall, within five (5) days after written demand
therefor, deposit cash with Landlord in an amount sufficient to restore the
security deposit to its original amount and Tenant's failure to do so shall be a
material breach of this Lease. Landlord shall not be required to keep this
security deposit separate from its general funds, and shall not be deemed a
trustee of the security deposit. Tenant shall not be entitled to interest on
such deposit. If Tenant shall fully and faithfully perform every provision of
this Lease to be performed by it, the security deposit or any balance thereof
shall be returned to Tenant (or, at Landlord's option, to the last assignee of
Tenant's interest hereunder) at the expiration of the Lease term. In the event
of termination of Landlord's interest in this Lease, Landlord shall transfer any
remaining balance of such deposit to Landlord's successor in interest.

5.4 Short First or Last Month. If the term of this Lease begins or
ends on a date other than the first or last day of the calendar month,
respectively, then Tenant's Monthly Rent for that month shall be reduced
proportionately on the basis of a 30-day month.

(a) Adjustments of Monthly Rent. If the date of any increase in
Monthly Rent falls on other than the first day of a calendar month, the increase
in Monthly Rent for such month shall be prorated on the basis of a 30-day month.
If the amount of the increase for any month, or part of a month, is not known

when Tenant pays its rent for such month, Tenant shall promptly pay Landlord the
amount of the increase when such amount has been determined. Landlord shall
promptly notify Tenant of any increase in Monthly Rent pursuant to this Section
5.5.

5.5 Late Charge. Tenant acknowledges that late payment by Tenant to
Landlord of rent will cause Landlord to incur costs not contemplated by this
Lease, the exact amount of such costs being extremely difficult and
impracticable to fix. Such costs include, without limitation, processing and
accounting charges and late charges that may be imposed on Landlord by the terms
any encumbrance or note secured by any encumbrance covering the Premises.
Therefore, if any installment of rent due from Tenant is not received by
Landlord within ten (10) days of the day it is due, Tenant shall pay to Landlord
an additional sum of ten percent (10%) of the overdue rent as a late charge. The
parties agree that this late charge represents a fair and reasonable estimate of
the costs that Landlord will incur and losses Landlord will suffer by reason of
late payment by Tenant. Acceptance of any late charge shall not constitute a
waiver of Tenant's default with respect to the overdue amount, nor prevent
Landlord from exercising any of the other rights and remedies available to
Landlord.

5.6 Additional Rent. Unless otherwise provided, the terms "rent" and
"rental" as used in this Lease shall be deemed to mean Monthly Rent, adjustments
to Monthly Rent, Building Costs and any and all other sums, however designated,
required to be paid by Tenant under this Lease, whether payable to Landlord or
third parties.

6. BUILDING OPERATING COSTS; UTILITIES.

6.1 Payment of Building Costs. From and after the Commencement Date,
Tenant shall pay to Landlord Tenant's Share of Building Costs, as defined below.
Tenant's Share of Building Costs for each calendar year shall be paid in monthly
installments on the first day of each calendar month, in advance, in an amount
estimated by Landlord from time to time. It is initially estimated that Tenant's
Share of Building Costs will be the amount set forth in Paragraph 7(d) of the
Fundamental Lease Provisions. Within forty-five (45) days after the end of each
calendar year Landlord shall furnish to Tenant a statement prepared, signed and
certified to be correct by Landlord showing the total Building Costs for the
calendar year just ended and the actual amount of Tenant's Share of Building
Costs for such period. If the total amount paid by Tenant under this Section for
such year shall be less than the actual amount due from Tenant for such year as
shown on the statement, Tenant shall pay to Landlord the difference between the
amount paid by Tenant and the actual amount due, such deficiency to be paid with
ten (10) days after the furnishing of such statement. If the total amount paid
by Tenant hereunder for any such year shall exceed the actual amount due from
Tenant for such year, the excess shall be credited against the next installment
due from Tenant to Landlord under this Section. Landlord may estimate the annual
budget and charge the same to Tenant on a monthly basis subject to revision by
Landlord of the budget from time to time and final annual adjustment based upon
actual costs and expenses.

6.2 Definition of Tenant's Share. The term "Tenant's Share" means
that portion of Building Costs determined by multiplying the total Building
Costs by a fraction, the numerator of which is the square footage of the
Premises and the denominator of which is the average total rentable square
footage in the Building (as stated in Paragraph 7(e) of the Fundamental Lease
Provisions). Tenant's Share of Building Costs for any partial calendar year at
the beginning or end of the term shall be prorated on the basis of a 365-day
year.

6.3 Definition of Building Costs. For purposes of this Lease,
"Building Costs" shall mean all costs of insurance related to the Building
(including premiums and deductible amounts) and Real Property Taxes (as defined
in Section 6.4).

6.4 Definition of Real Property Taxes. The term "Real Property
Taxes" shall mean and include all taxes, assessments, and other governmental
charges, general and special, ordinary and extraordinary, of any kind and nature
whatsoever, including, but not limited to, assessments for public improvements
or benefits, which shall during the term hereof be assessed, levied, and imposed
upon the Building, Common Areas and underlying land; except any increase in Real
Property Taxes occurring solely as a result of a change in ownership of the
Building or the underlying land shall not be included. Real Property Taxes shall
also include, without limitation, any tax, fee, or excise levied, assessed
and/or based on rent or gross receipts; on the square footage of the Premises,
of the Building, or of the Common Areas; on the act of entering into leases
affecting the Building; and/or on the occupancy of any tenant of the Building;
and any other tax, fee, or excise, however described, in substitution for or in
addition to taxes applicable to the Premises, including without limitation, a
so-called value added tax; provided, however, Tenant shall not be required to
pay any municipal, county, state or federal income or franchise taxes of
Landlord. With respect to any assessment which may be levied against or upon the
Building or underlying land and which under the laws then in force may be
evidenced by improvement or other bonds, or may be paid in annual installments,
there shall be included within the definition of "Real Property Taxes" with
respect to any tax fiscal year, only the current annual installment for such tax
fiscal year.

6.5 Utilities and Services. Tenant shall contract with service
providers for telephone, electric, gas, sewer and water service and for trash
removal for the Premises and shall directly pay all costs associated with such
services. Landlord shall have no responsibility or liability with respect to
such services.

6.6 Tenant's Additional Service Requirements. Tenant will not,
without Landlord's prior consent, do the following:

(i) Install or use special lighting beyond Building
standard, or any equipment, machinery, or device in the Premises which requires
a nominal voltage of more than one hundred twenty (120) volts single phase, or
which in Landlord's reasonable opinion exceeds the capacity of existing feeders,
conductors, risers, or wiring in or to the Premises or Building, or which
requires amounts of water or their utilities in excess of that usually furnished
or supplied for use in office space, or

which will decrease the amount of pressure of water or the amperage or voltage
of electricity Landlord can furnish to other occupants of the Building;

(ii) Install or use any heat or cold generating equipment,
machinery or device which affects the temperature otherwise maintainable by the
heat and air conditioning system, if any, of the Building;

(iii) Use portions of the Premises for special purposes
requiring greater or more difficult cleaning work than office areas, such as,
but not limited to, kitchens, reproduction rooms, interior glass partitions, and
non-Building standard materials or finishes; or

(iv) Accumulate refuse or rubbish either in excess of that
ordinarily accumulated in professional office occupancy or at times other than
Building standard cleaning times.

6.7 Interruption of Utility Service. Landlord reserves the right,
without any liability to Tenant and without affecting Tenant's obligations under
this Lease, to stop or interrupt or reduce any utility services whenever and for
so long as may be necessary, by reason of (i) accidents or emergencies, (ii) the
making of repairs or changes which Landlord in good xxxxx xxxxx necessary or is
required or is permitted by this Lease or by law to make, (iii) difficulty in
securing proper supplies of fuel, water, electricity, labor or supplies, or (iv)
the compliance by Landlord with governmental, quasi-governmental or utility
company energy conservation measures. No interruption or stoppage of any of such
services will be construed as an eviction of Tenant nor will such interruption
or stoppage cause any abatement of the rent payable under this Lease or in any
manner relieve Tenant of any of Tenant's obligations under this Lease. Landlord
will not be liable for any interruption or stoppage of any of such services or
for any damage to persons or property resulting from such stoppage.

6.8 Energy Conservation. Tenant shall cooperate fully with Landlord
to effect energy conservation in the Building and shall use its best efforts to
minimize its use of energy (including, without limitation, electricity) and
water throughout the term.

7. PERSONAL PROPERTY TAXES.

7.1 Personal Property Taxes. Tenant shall pay before delinquency all
taxes, assessments, license fees, and other charges that are levied and assessed
on Tenant's equipment, furnishings, personal property, alterations, tenant
improvements made after the commencement of the term, and/or Tenant's trade
fixtures. On demand by Landlord, Tenant shall furnish Landlord with satisfactory
evidence of these payments. Tenant shall also furnish Landlord with cost
breakdowns relating to any tenant improvements, trade fixtures and alterations
relating to the Premises made by Tenant.

If any such taxes are levied against the Building, or if the assessed value
of the Building is increased by the inclusion of a value placed on Tenant's
equipment, furnishings, personal property, alterations, tenant improvements
and/or Tenant's trade fixtures, Tenant, on demand, shall immediately reimburse
Landlord for the sum of the taxes levied against the Building, or the portion of
the taxes resulting from the increase in Landlord's assessment, as reasonably
determined by Landlord. Landlord shall have the right to pay these taxes
regardless of the validity of the levy. In addition, Tenant shall pay any tax,
fee, excise or business license tax based on the operation of and/or revenues
received from Tenant's business in the Premises.

8. MAINTENANCE AND REPAIR OF THE PREMISES.

8.1 Tenant's Obligations. Subject to the provisions of Section 11,
Tenant shall, at Tenant's sole cost and expense, maintain and keep the Premises
and every part thereof in good and safe condition and repair, including
necessary replacements and regular janitorial services. Tenant shall, upon the
expiration or earlier termination of this Lease, surrender the Premises to
Landlord in good condition, ordinary wear and tear excepted. In addition, Tenant
shall be responsible for all cleaning, maintenance and repairs to the Premises
and for the cleaning and maintaining of the exterior entryway, staircase and
sidewalk in front of the entryway so as to keep all such areas in good and safe
condition. Tenant shall also be responsible for necessary repairs to any kitchen
appliances in the Premises. At all times during the Term, Tenant shall provide
and maintain area rugs acceptable to Landlord in the Premises so as to protect
the finished wood flooring. If the Premises are served by air conditioning,
Tenant at its expense shall cause the filters to be changed on a monthly basis
in accordance with manufacturer's recommendations and, on request, shall provide
Landlord with evidence of such filter changes. Unless otherwise specifically
provided in this Lease, Landlord shall have no obligation whatsoever to alter,
remodel, improve, replace, repair, decorate or paint the Premises or any part
thereof and the parties hereto affirm that Landlord has made no representations
to Tenant respecting the condition of the Premises or the Building except as
specifically set forth in this Lease.

8.2 Alterations. Tenant shall not alter, repair or change the
Premises without the written consent of Landlord. All alterations, improvements
and changes shall become the property of Landlord upon the surrender of the
Premises. Provided Landlord notifies Tenant of such requirement at the time
Landlord approves the alterations or additions, Landlord shall have the right to
require Tenant, upon surrender, to remove any alterations or additions made by
Tenant, and Tenant shall, at Tenant's cost, repair any damage to the Premises
caused by this or any other removal. Any alterations or improvements shall be
made by a licensed contractor approved by Landlord in accordance with plans and
specifications approved by Landlord. Together with Tenant's request for approval
of proposed alterations or improvements, Tenant shall submit the names and
addresses of proposed contractor(s), financial and other pertinent information
about such contractor(s) (including, without limitation, the labor organization
affiliation or lack of affiliation of such contractor(s), certificates of
insurance to be maintained by Tenant's contractor(s), hours of construction,
proposed construction methods, evidence of security (such as payment and
performance bonds) to assure timely

completion of the work by the contractor and payment of all costs of the work).
All alterations and improvements shall be completed with due diligence, in a
first class, workmanlike manner and in compliance with the plans and
specifications and all applicable Laws. The alterations shall be performed in a
manner that will not interfere with the quiet enjoyment of the other tenants in
the Building. Tenant acknowledges and agrees that Landlord has made no
representation or warranty regarding the tenantability, habitability or
condition of the Premises. Tenant hereby waives any right to make repairs at
Landlord's expense including without limitation any rights granted under
California Civil Code Sections 1941 and 1942.

8.3 Mechanics' Liens. Tenant shall not allow any mechanics' or
materialmen's liens to be filed against Landlord's interest in the Premises, the
Building, the Common Areas, or underlying land. Tenant shall give Landlord at
least ten (10) days' advance written notice of any alterations and Landlord
shall have the right to post any notices which it deems necessary for protection
from such liens. If such liens are filed, Landlord may pay or satisfy them, and
any sums so paid shall constitute additional rent immediately due and payable by
Tenant. Tenant may in good faith and at Tenant's own expense contest the
validity of any such asserted lien, provided that Tenant has furnished the bond
required in California Civil Code Section 3143, or any successor statute.

9. MAINTENANCE AND REPAIR OF STRUCTURE.

9.1 Landlord's Obligations. Notwithstanding the provisions of Section
8.1, Landlord shall repair and maintain the roof, structural walls, foundations,
subfloors, exterior walls, and other structural portions of the Building,
including the basic common plumbing, air conditioning (if any), heating, and
electrical systems installed or furnished by Landlord, unless such maintenance
and repairs are caused in part or in whole by the act, neglect, fault or
omission of any duty by Tenant, its agents, servants, employees or invitees, in
which case Tenant shall pay to Landlord the reasonable costs of such maintenance
and repairs. Landlord shall not be liable for any failure to make any such
repairs or to perform any maintenance unless such failure shall persist for an
unreasonable time, not less than thirty (30) days, after written notice of the
need for such repairs or maintenance is given to Landlord by Tenant. Except as
provided in Section 11, there shall be no abatement of rent and no liability of
Landlord by reason of any injury to or interference with Tenant's business
arising from the making of any repairs, alterations or improvements in or to any
portion of the Building or the Premises or in or to fixtures, appurtenances and
equipment therein. Tenant waives the right to make repairs at Landlord's expense
under any law, statute or ordinance now or hereafter in effect.

10. INSURANCE AND INDEMNIFICATION.

10.1 Insurance Required of Tenant. Tenant shall, at Tenant's sole cost
and expense, maintain in full force and effect at all times during the term and
during any pre-term occupancy period, the insurance coverages set forth in this
Section.

(a) Casualty Insurance. Broad form property damage in an amount not
less than full replacement cost, covering Tenant's equipment, fixtures,
furnishings and other personal property located in the Premises. Such policy or
policies of insurance shall name both Landlord as an additional insured and
Tenant as insureds. Landlord and Tenant agree that the proceeds from any such
policy or policies shall be used for the repair or replacement of the property
so covered.

(b) Liability Insurance. Commercial general liability insurance which
is to include, without limitation, products liability coverage, with such limits
as may reasonably be required by Landlord from time to time but not less than
the amounts stated in Paragraph 8 of the Fundamental Lease Provisions, for
bodily injury or death to any one person, injury and/or death to any number of
persons in any one incident, and for property damage in any one occurrence. Such
policy or policies shall name Landlord as an additional insured. Such liability
insurance shall specifically insure the hold harmless and indemnity provisions
of Section 10.4, and shall contain a provision that Landlord, although an
additional insured, shall nevertheless be entitled to recover under such policy
or policies for any damage to Landlord or its agents or representatives by
reason of acts or omissions of Tenant.

10.2 Policy Form. All insurance required of Tenant shall be in form and
written by one or more insurance companies reasonably satisfactory to Landlord
and licensed to do business in the State of California. All such insurance may
be carried under a blanket policy covering the Premises and other locations,
provided that the coverage afforded Landlord by such blanket policy shall not be
reduced or diminished by reason of the use of such blanket policy of insurance,
and provided further that the requirements of Section 10.1 are otherwise
satisfied. All such insurance shall contain endorsements that (i) such insurance
shall not be canceled or amended except upon thirty (30) days' prior notice to
Landlord by the insurance company, (ii) Tenant shall be solely responsible for
payment of premiums, and (iii) Tenant's insurance is primary in the event of
overlapping coverage which may be carried by Landlord. The minimum limits of the
commercial general liability insurance policy required by Section 10.1(b) shall
in no way limit or diminish Tenant's liability under this Lease. Tenant shall
deliver to Landlord at least fifteen (15) days prior to the time such insurance
is first required to be carried by Tenant and thereafter at least fifteen (15)
days prior to the expiration of such policy, either a duplicate original or a
certificate clearly showing compliance by Tenant with Tenant's obligations under
this Lease, together with evidence satisfactory to Landlord of the payment of
the premiums therefor.

10.3 Subrogation. Landlord and Tenant hereby mutually waive their
respective rights of recovery against each other for any loss insured by
property insurance policies existing for the benefit of the respective parties.
Each party shall obtain a special endorsement, if required by its insurer, to
evidence compliance with the aforementioned waiver.

10.4 Indemnification. Tenant shall indemnify, protect, defend and hold
Landlord harmless from all liabilities, claims, costs, expenses and damages
arising out of or in connection with (i) any damage to person or property in or
about the

Premises, the Building and/or the Common Areas which is caused by the acts or
omissions of Tenant, its agents, employees or representatives and/or (ii) any
act or omission of Tenant, its agents, employees or representatives, which
constitutes a breach of any obligation of Tenant under this Lease. Landlord
shall not be liable to Tenant for any damage to Tenant or Tenant's property from
any cause, and Tenant waives all claims against Landlord for damage to person or
property arising from any reason, except that Landlord shall be liable to Tenant
for damage to Tenant resulting from the gross negligence of Landlord or its
authorized representatives.

11. DESTRUCTION; CONDEMNATION.

11.1 Destruction. In the event the Premises or the Building are
damaged by fire or other perils covered by insurance then in effect, Landlord
agrees to repair such damage and this Lease shall remain in full force and
effect, except that Tenant shall be entitled to a proportionate reduction of
Monthly Rent while such repairs are being made, such proportionate reduction to
be based upon the extent to which the damage and/or the making of such repairs
materially interferes with the business carried on by Tenant in the Premises.
Provided, however, if the damage is due to the fault or neglect of Tenant or its
employees, agents or invitees, there shall be no abatement of rent.

In the event the Premises or the Building are damaged as a result of any
cause other than the perils covered by insurance then in effect, then Landlord
shall forthwith repair the same provided the extent of the destruction is less
than five percent (5%) of the then full replacement cost of the Premises or the
Building, as the case may be. In the event the destruction of the Premises or
the Building is to an extent greater than five percent (5%) of the full
replacement cost, then Landlord shall have the election to: (i) repair or
restore such damage, this Lease continuing in full force and effect, but the
Monthly Rent to be proportionately reduced as provided above; or (ii) give
notice to Tenant at any time within sixty (60) days after such damage
terminating this Lease as of the date specified in such notice, which date shall
be no less than thirty (30) and no more than sixty (60) days after the giving of
such notice. In the event of giving such notice, this Lease shall terminate and
all interest of Tenant in the Premises shall terminate on the date so specified
in such notice. Monthly Rent, reduced by a proportionate amount based upon the
extent, if any, to which such damage materially interferes with the business
carried on by Tenant in the Premises, shall be paid up to the date of such
termination.

The provisions of this Section to the contrary notwithstanding: (i)
Landlord shall not have any obligation whatsoever to repair, reconstruct or
restore the Premises when the damage resulting from any casualty covered under
this Section occurs during the last six (6) months of the term of this Lease or
any extension thereof, and (ii) Landlord's obligation to repair and/or
reconstruct the Premises shall not exceed Landlord's original construction
obligations under this Lease, if any, which original construction obligations
shall be deemed to exclude any construction done by Landlord on Tenant's behalf
and at Tenant's cost. If existing laws do not permit the Premises to be
restored to substantially the same condition as they were in immediately before
destruction, either party can terminate this Lease by giving written notice to
the other party within thirty (30) days after such destruction.

Landlord shall not be required to repair any injury or damage by fire or
other cause, or to make any repairs or replacements of any equipment, fixtures,
furnishings or personal property of Tenant or any tenant improvements installed
in the Premises by Tenant, all of which shall be Tenant's obligation to restore.

Tenant shall not be entitled to any compensation or damages from Landlord
for loss of the use of the whole or any part of the Premises or Tenant's
personal property, or for any inconvenience or annoyance occasioned by such
damage, repair, reconstruction or restoration.

The provisions of California Civil Code Sections 1932(2) and 1933(4), and
any successor statutes, shall be inapplicable with respect to any destruction of
the Building or the Premises.

11.2 Condemnation. If the Premises are condemned and taken by any
governmental authority or if such portion of the Building, Common Areas and/or
underlying land is condemned and taken so that the Premises can no longer
reasonably be used for the purpose allowed in this Lease, either party shall
have the right to terminate this Lease and all condemnation awards shall be
payable to Landlord, except for any award made to Tenant for the taking of
personal property or fixtures belonging to Tenant, for the interruption of or
damage of Tenant's business, or for Tenant's unamortized cost of leasehold
improvements paid for by Tenant and which Tenant has the right to remove. Each
party waives the provisions of California Code of Civil Procedure Section
1265.130, and any successor statute, allowing either party to petition the
Superior Court to terminate this Lease in the event of condemnation.

12. DEFAULT; REMEDIES.

12.1 Default. The occurrence of any one or more of the following
events shall constitute a default and breach of this Lease by Tenant:

(a) The vacating or abandonment of the Premises by Tenant;

(b) The failure by Tenant to make any payment of rent when due, where
such failure continues for a period of five (5) days after written notice
thereof by Landlord to Tenant;

(c) The failure by Tenant to observe or perform any of the covenants,
conditions or provisions of this Lease to be observed or performed by Tenant,
other than the payment of money, where such failure shall continue for a period
of thirty (30) days after written notice thereof by Landlord to Tenant;
provided, however, that if the nature of Tenant's default is such that more than
30 days are reasonably required for its cure, then Tenant shall not be deemed to
be in default if Tenant commences such cure within such 30-day period and
thereafter diligently prosecutes such cure to completion;

(d) The making by Tenant of any general assignment or general
arrangement for the benefit of creditors, or the filing by or against Tenant of
a petition to have Tenant adjudged a bankrupt, or a petition of reorganization
or

arrangement under any law relating to bankruptcy (unless, in the case of a
petition filed against Tenant, the same is dismissed within sixty (60) days), or
the appointment of a trustee or a receiver to take possession of substantially
all of Tenant's assets located at the Premises or of Tenant's interest in this
Lease where possession is not restored to Tenant within thirty (30) days, or the
attachment, execution or other judicial seizure of substantially all of Tenant's
assets located at the Premises or of Tenant's interest in this Lease, where such
seizure is not discharged within thirty (30) days;

(e) An assignment or subletting, or a purported assignment or
subletting, in violation of Section 13; or

(f) If Tenant, any of Tenant's owners or any entity in which Tenant
has an ownership interest is a partner in the partnership entity which
constitutes Landlord, a failure by such partner to perform any obligation or
duty it may have as a partner in such partnership.

The notices required under this Section 12.1 are the only notices required
to be given by Landlord to Tenant in the event of Tenant's default and are not
in addition to any statutory notices otherwise required by the unlawful detainer
statutes of California.

12.2 Remedies in Default. In the event of any such default or breach by
Tenant, Landlord may at any time thereafter, with or without notice or demand
and without limiting Landlord in the exercise of a right or remedy which
Landlord may have by reason of such default or breach:

(a) Terminate Tenant's right to possession of the Premises by any
lawful means, in which case this Lease shall terminate and Tenant shall
immediately surrender possession of the Premises to Landlord. In such event
Landlord shall be entitled to recover from Tenant all damages incurred by
Landlord by reason of Tenant's default including, without limitation: (i) the
cost of recovering possession of the Premises; (ii) expenses of reletting,
including necessary renovation and alteration of the Premises; (iii) the worth
at the time of award by the court having jurisdiction thereof of the amount by
which the unpaid rent for the balance of the term after the time of such award
exceeds the amount of such rental loss for the same period that Tenant proves
could be reasonably avoided; (iv) that portion of any leasing commission paid by
Landlord and applicable to the unexpired term of this Lease; and (v) any other
amounts allowed by law. Unpaid installments of rent or other sums shall bear
interest from the date due at the maximum rate allowed by law from time to time.
In the event Tenant shall have abandoned the Premises, Landlord shall have the
option of (1) taking possession of the Premises and recovering from Tenant the
amount specified in this paragraph, or (2) proceeding under the following
provisions of this Section.

(b) Maintain Tenant's right to possession, in which case this Lease
shall continue in effect whether or not Tenant shall have abandoned the
Premises. In such event Landlord shall be entitled to enforce all of Landlord's
rights and remedies under this Lease, including the right to recover the rent as
it becomes due or to relet the

Premises or any part thereof for such term and on such provisions as Landlord,
in its sole discretion, may deem advisable.

(c) Re-enter the Premises, with or without terminating this Lease,
and remove all property and persons therefrom, which property may be stored at a
public warehouse or elsewhere at Tenant's cost.

(d) After ten (10) days' notice to Tenant, or a shorter period if
additional damage may result, cure the default for the account and at the
expense of Tenant, which amount shall be due from Tenant to Landlord immediately
upon demand.

(e) Pursue any other remedy now or hereafter available to Landlord
under the laws of the State of California.

13. ASSIGNMENT AND SUBLETTING.

13.1 Definition of Assignment. The use of the words "assignment,"
"assign," "assigned," "subletting," or "sublet," or any derivation thereof, in
this Section 13 shall include:

(a) The pledging, mortgaging or encumbering of Tenant's interest
in this Lease, or the Premises or any part thereof;

(b) The total or partial occupation of all or any part of the
Premises by any person, firm, partnership, or corporation, or any groups of
persons, firms, partnerships, or corporations, or any combination thereof, other
than Tenant;

(d) If Tenant is a partnership or limited liability company
("LLC"), a withdrawal or change, voluntary, involuntary, or by operation of law,
of the partner or partners (or member(s) in the case of an LLC) owning a
majority of the partnership or LLC interest as of the date of this Lease, or the
dissolution of the partnership or LLC; provided, however, that the transfer of a
partnership or LLC interest by testacy or intestacy shall not be deemed an
assignment prohibited by this Section;

(e) If Tenant consists of more than one person, a purported
assignment, voluntary, involuntary, or by operation of law, from a majority of
such persons to the others;

(f) If Tenant is a corporation, any dissolution, merger,
consolidation, or other reorganization of the corporation, or the sale or other
transfer of a controlling voting interest, direct or indirect, of the corporate
stock of Tenant, or the sale of 51% of the value of the assets of the
corporation; provided, however, the transfer of a controlling voting interest of
the corporate stock of Tenant by testacy or intestacy shall not be deemed an
assignment prohibited by this Section.

13.2 No Assignment. Tenant shall not voluntarily assign or
encumber all or any portion of its interest in this Lease or in the Premises, or
sublease (except as provided in the following sentence) all or any part of the
Premises, or allow any other person or entity (except Tenant's authorized
representatives) to occupy or use all or any part of the Premises. The preceding
sentence notwithstanding, Tenant shall have the limited night to sublease all or
a portion of the Premises, subject to the following conditions: (i) Tenant shall
obtain Landlord's prior written approval of the proposed sublessee (which
approval Landlord shall not unreasonably withhold) and (ii) the sublease
document shall be subject to Landlord's prior written approval and shall be
prepared by Landlord's counsel at Tenant's expense. Any assignment, encumbrance,
or sublease made without Landlord's consent shall be voidable and, at Landlord's
election, shall constitute a default. No consent to any assignment, encumbrance,
or sublease shall constitute a waiver of the provisions of this Section.

13.3 Costs. In the event Tenant requests Landlord to consent to a
proposed assignment, subletting or encumbrance, Tenant shall pay to Landlord, on
demand, whether or not such consent is ultimately given, Landlord's reasonable,
administrative costs and attorneys' fees incurred in connection with each such
request, including without limitation, attorneys' fees for preparing and
negotiation any sublease as provided in Section 13.2.

13.4 Termination. At the option of Landlord, if this Lease is
terminated for any reason Landlord will either (i) terminate all subleases, or
(ii) treat all subleases as being assigned to Landlord, in which case the
sublessees will attorn directly to Landlord.

13.5 Involuntary Assignment; Attachment; Involuntary Proceedings.
If an involuntary assignment occurs, Landlord shall have the election to
terminate this Lease and this Lease shall not be treated as an asset of Tenant,
and Tenant shall have no further rights under this Lease. If an attachment or
execution is levied against Tenant, Tenant shall have thirty (30) days in which
to cause the attachment or execution to be removed. If any involuntary
proceedings in bankruptcy are brought against Tenant, or if a receiver is
appointed, Tenant shall have thirty (30) days in which to have the involuntary
proceeding dismissed or the receiver removed.

13.6 Consideration to Landlord. Without in any way limiting the
prohibitions under Section 13.2 above, if Landlord agrees to consent to an
assignment or sublease, (i) Tenant shall pay Landlord seventy-five percent (75%)
of the consideration received by Tenant attributable to the assignment of
Tenant's interest in this Lease and (ii) Tenant shall pay to Landlord from time
to time, immediately after Tenant's receipt thereof, seventy-five percent (75%)
of all rent or other consideration Tenant receives from such subtenant in excess
of the rent payable under this Lease, as appropriately prorated with respect to
a sublease of a portion of the Premises. In making the calculations provided for
this Section, the consideration paid to Tenant shall first be reduced by
Tenant's expenses associated with an assignment or sublease, including without
limitation, brokerage fees, remodeling costs, attorneys' fees or other fees
charged by Landlord.

14. SALE OF BUILDING.

14.1 Sale of Building. If Landlord sells or transfers its
interest in the Building, Landlord shall deliver or credit any security deposit
to Landlord's successor in interest and thereupon be relieved of further
responsibility with respect to the Security Deposit. In the event of any sale or
transfer of the Building, Landlord shall be and is hereby entirely released and
relieved of all liability under this Lease arising out of any act, occurrence or
omission occurring after the consummation of such sale, and the purchaser at
such sale or any subsequent sale of the Building shall be deemed, without any
further agreement between the parties or their successors in interest or between
the parties and any such purchaser, to have assumed and agreed to carry out any
and all of the covenants and obligations of Landlord under this Lease. Tenant
shall, upon request of any person or party succeeding to the interest of
Landlord, attorn to such successor in interest and recognize such successor in
interest as Landlord under this Lease.

15. LEASE SUBJECT TO SUBORDINATION.

15.1 Lease Subject to Subordination. This Lease is and shall be
subject and subordinate to all ground or underlying leases which now exist or
may hereafter be executed affecting the Building, to any underlying covenants,
conditions and restrictions, and to the lien and provisions of any mortgage or
deeds of trust now or hereafter placed against the Building or against
Landlord's interest or estate in the Building or on or against any ground or
underlying lease, and any renewals, modifications, consolidations and extensions
of such lease(s), any covenants, conditions and restrictions, and any mortgages
and deeds of trust without the necessity of the execution and delivery of any
further instruments on the part of Tenant to effect such subordination. If any
mortgagee, beneficiary, trustee or ground lessor elects to have this Lease prior
to the lien of such mortgagee's, beneficiary's, trustee's or ground lessor's
mortgage or deed of trust or ground lease, and gives notice of such election to
Tenant, this Lease shall be deemed prior to the lien of such mortgage or deed or
trust or ground lease, whether this Lease is dated prior or subsequent to the
date of such mortgage, deed of trust, or the date of the recording thereof.
Tenant shall execute and deliver within ten (10) days of request from Landlord,
without charge, such further instruments evidencing the subordination of this
Lease to any ground or underlying lease, any covenants, conditions and
restrictions, and any mortgage or deed of trust; provided, such instrument shall
provide that as long as Tenant is not in default of this Lease, Tenant's
possession of the Premises shall not be affected by any foreclosure proceedings
or ground lease termination. In the event any proceedings are brought for
default under any ground or underlying lease or under any covenants, conditions
and restrictions, or in the event of foreclosure or the exercise of the power of
sale under any mortgage or deed of trust against the Premises, Tenant shall,
upon request of any person or party succeeding to the interest of Landlord as a
result of such proceedings, attorn to such successor in interest and recognize
such successor in interest as Landlord under this Lease.

16. GENERAL PROVISIONS.

16.1 Signs and Blinds. The parties recognize that Landlord shall
maintain uniform signage, directory, and blind systems for the Building.
Accordingly, Tenant agrees not to place any signs or other marking upon any
externally visible parts of the Premises or remove or replace the window blinds
without Landlord's written consent. Landlord shall have the right to remove any
signs, advertisements, displays, or similar items, without notice to Tenant.
Landlord shall have the exclusive right to the use of the roof, exterior walls
of the Building, and the airspace above the roof. Landlord has the exclusive
right to erect and maintain signs and shall have access thereto. All revenue
arising from such signs shall be solely and exclusively that of Landlord, and
Tenant shall have no right or claim thereto. Except with the express prior
written consent of Landlord, no advertising medium shall be utilized by Tenant
which can be heard or seen outside the Premises including, without limitation,
any signs, searchlights, loudspeakers, phonographs, radio, television, or
musical instruments.

16.2 Entry. Tenant shall permit Landlord and its agents to enter
the Premises at all reasonable times for the purpose of inspecting the Premises,
or for the purpose of maintaining the Building or making repairs or alterations
to any other portion of the Building. Landlord may erect scaffolding or other
equipment reasonably required for such work, and may post notices of
nonresponsibility. Landlord shall give Tenant reasonable notice before entering
the Premises, except that notice shall not be required in the case of emergency.
Landlord's rights under this Section extend to the owner of the adjacent
property on which excavation or construction is to take place and to the
representatives, agents and contractors of such adjacent property owner.

16.3 Statement of Status. Upon request by Landlord, Tenant agrees
to execute and return within ten (10) days of request a customary and reasonable
statement of status of its tenancy and estoppel certificate.

16.4 Attorneys' Fees. In the event that either party to this
Lease commences any action or proceeding against the other by reason of any
breach or alleged breach of any term or condition of this Lease, or for the
interpretation of this Lease, the prevailing party in such an action or
proceeding shall be entitled to recover such amount as the court may judge to be
reasonable attorneys' fees, and all reasonable costs incurred.

16.5 Captions. The captions of articles and paragraphs of this
Lease are for reference only, and shall not be construed in any way as a part of
this Lease.

16.6 Notices. Any notice, demand, request, consent, approval, or
communication that either party desires or is required to give to the other
party or any other person shall be in writing and either served personally or
sent by prepaid, certified or registered mail, return receipt requested, and
shall be addressed to the other party at the address set forth in Paragraph 9 of
the Fundamental Lease Provisions. Either party may change its address by
notifying the other party of the change of address in the manner as provided in
this Section.

16.7 Successors. Subject to the restrictions of Section 13, all
of the provisions of this Lease shall bind and inure to the benefit of the
parties and their respective heirs, legal representatives, successors and
assigns.

16.8 Joint and Several Obligations of Tenant. If more than one
individual or entity comprises Tenant, the obligations imposed on each
individual or entity that comprises Tenant under this Lease shall be joint and
several.

16.9 Liability of Landlord. Except as otherwise provided in this
Lease or applicable law, for any breach of this Lease the liability of Landlord
(including all persons and entities that comprise Landlord, and any successor
landlord) and any recourse by Tenant against Landlord shall be limited to the
interest of Landlord and Landlord's successors in interest in and to the
Building. On behalf of itself and all persons claiming by, through, or under
Tenant, Tenant expressly waives and releases Landlord from any personal
liability with respect to this Lease.

16.10 Independent Covenants. This Lease shall be construed as
though the covenants between Landlord and Tenant are independent and not
dependent. Tenant expressly waives the benefit of any statute to the contrary
and agrees that if Landlord fails to perform its obligations under this Lease,
Tenant shall not be entitled:

(a) To make any repairs or perform any acts at Landlord's
expense; or

(b) To any setoff of the Rent or other amounts owing under
this Lease against Landlord.

The foregoing, however, shall in no way impair Tenant's right to bring a
separate action against Landlord for any violation by Landlord of the provisions
of this Lease if notice is first given to Landlord and any lender of whose
address Tenant has been notified, and a reasonable opportunity (in no event less
than thirty (30) days after notice from Tenant) is granted to Landlord and that
lender to correct those violations.

16.11 Waiver. No covenant, term or condition or the breach thereof
shall be deemed waived, except by written consent of the party against whom the
waiver is claimed and any waiver of the breach of any covenant, term or
condition shall not be deemed to be a waiver of any preceding or succeeding
breach of the same or any other covenant, term or condition. Acceptance by
Landlord of any performance by Tenant after the time the same was due shall not
constitute a waiver by Landlord of the breach or default of any covenant, term
or condition unless otherwise expressly agreed to by Landlord in writing.

16.12 Attachments. Exhibits, addenda, schedules and riders
attached hereto and listed in Paragraph 11 of the Fundamental Lease Provisions
are deemed to constitute part of this Lease and are incorporated into this
Lease.

16.13 Entire Agreement. This Lease, including any exhibits and
attachments hereto listed in the Fundamental Lease Provisions, constitutes the
entire

agreement between Landlord and Tenant relative to the Premises. Landlord and
Tenant agree here-by that all prior or contemporaneous oral or written
agreements, or letters of intent, between and among themselves or their agents
including any leasing agents and representatives, relative to the leasing of the
Premises are merged in or revoked by this Lease.

16.14 Amendment. This Lease and the exhibits and attachments may
be altered, amended or revoked only by an instrument in writing signed by both
Landlord and Tenant.

16.15 Severability. If any term or provision of this Lease is, to
any extent, determined by a court of competent jurisdiction to be invalid or
unenforceable, the remainder of this Lease shall not be affected thereby, and
each remaining term and provision of this Lease shall be valid and enforceable
to the fullest extent permitted by law.

16.16 Time of Essence. Time is of the essence of this Lease and
each and every provision of this Lease.

16.17 Holding Over. If Tenant, or any party claiming rights to the
Premises through Tenant, retains possession of the Premises with or without the
written consent of Landlord after the expiration or earlier termination of this
Lease, such possession shall constitute a tenancy at will, subject to all the
terms and provisions of this Lease. If Tenant fails to surrender the Premises to
Landlord on the date as required herein, Tenant shall hold Landlord harmless
from all damages resulting from Tenant's failure to surrender the Premises,
including, without limitation, claims made by a succeeding tenant resulting from
Tenant's failure to surrender the Premises. If Tenant remains in possession of
the Premises after expiration or earlier termination of this Lease without
Landlord's written consent, Tenant's continued possession shall be on the basis
of a tenancy at sufferance and Tenant shall pay as rent during the holdover
period an amount equal to the greater of:

(a) One hundred fifty percent (150%) of the then fair market
rental (as reasonably determined by Landlord) for the Premises; or

(b) Two hundred percent (200%) of the Monthly Rent and Additional
Rent payable under this Lease for the last full month before the date of
expiration or termination.

16.18 Broker. Landlord and Tenant each warrant and represent to
the other that neither has had any dealings with any real estate broker, agent
or finder in connection with the negotiation of this Lease or the introduction
of the parties to this transaction, except for any broker named in Paragraph 10
of the Fundamental Lease Provisions (whose commission shall be paid by the party
designated in Paragraph 10), and that it knows of no other real estate broker,
agent or finder who is or might be entitled to a commission or fee in connection
with this Lease. In the event of any such additional claims for brokers' or
finders' fees with respect to this Lease, Tenant shall

indemnify, hold harmless, protect and defend Landlord from and against such
claims if they shall be based upon any statement or representation or agreement
made, or alleged to have been made, by Tenant, and Landlord shall indemnify,
hold harmless, protect and defend Tenant if such claims shall be based upon any
statement, representation or agreement made, or alleged to have been made, by
Landlord.

16.19 Parking. Tenant acknowledges that there is no on-site
parking at the Premises or the Building and that Landlord makes no
representations or warranties regarding the availability of off-site parking.

EXECUTED on the date stated in the Fundamental Lease Provisions.

LANDLORD: TENANT:

XXXXXXX X. XXXXXXX, an individual xxxx.xxx, inc., a Delaware corporation

------------------------------------- By: _________________________________
Xxxxxxx X. Xxxxxxx Name:________________________________
Title:_______________________________

By: _________________________________
Name:________________________________
Title:_______________________________

EXHIBIT A

RULES AND REGULATIONS

Tenant shall comply with the following Rules and Regulations:

1. Locks; Keys. Tenant shall not alter any lock or install any new or
additional locks or bolts on any doors or windows of the Premises without
obtaining Landlord's prior written consent. Tenant shall bear the cost of any
lock changes or repairs required by Tenant. Two keys shall be furnished by
Landlord for the Premises. Tenant shall provide Landlord with keys to all locks
affixed to the Premises.

2. Securing Doors; Admission to Building. Landlord reserves the right to
close and keep locked all entrance and exit doors and gates of the Building
during the hours when comparable Buildings are customarily closed and locked.
When departing after the Building's normal working hours, Tenant and Tenant's
employees and agents shall ensure that the last employee to leave shall turn off
the lights, lock the entry and deadbolt locks if there is no light in the other
unit sharing the Common Entry stairs, shall lock the double-deadbolt lock on the
ironwork gate; however, if there is a light on in the other unit, such employee
shall not lock the double-deadbolt ironwork gate. Landlord and its agents shall
not be liable for damages for any error concerning the admission to, or
exclusion from, the Building of any person. Landlord reserves the right, in the
event of invasion, mob, riot, public excitement, or other commotion, to prevent
access to the Building during the continuance of that event by any means it
considers appropriate for the safety and protection of life and property.

3. No Disturbance of Other Occupants. Tenant shall not disturb, solicit,
or canvass any occupant of the Building and shall cooperate with Landlord and
Landlord's agents to prevent those actions.

4. Use of Restrooms; Responsibility for Damage. The restrooms, urinals,
wash bowls, and other apparatus shall not be used for any purpose other than
that for which they were constructed, and no foreign substance of any kind shall
be thrown into them. The expense of any breakage, stoppage, or damage resulting
from violation of this rule shall be borne by the tenant who caused, or whose
employees or agents caused, the breakage, stoppage, or damage.

5. Restrictions on Defacement of Premises. Tenant shall not xxxx, drive
nails or screws into, or drill into the partitions, woodwork, or plaster, or in
any way deface the Premises or any part of the Premises, without Landlord's
prior written consent.

6. Permitted Machines. Except for vending machines intended for the sole
use of Tenant's employees and invitees, no machines other than office machines
of less than one horsepower shall be installed, maintained, or operated on the
Premises without Landlord's prior written consent.

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7. Inflammable or Combustible Fluids or Materials. Tenant shall not use,
or keep in or on the Premises, Building, or real property, any kerosene,
gasoline, or other inflammable or combustible fluid or material.

8. Animals, Birds, and Vehicles. Tenant shall not bring into, or keep
within, the Premises, Building, or real property any animals, birds, or vehicles
(e.g., bicycles).

9. Cooking; No Use of Premises for Improper Purposes. Only Underwriters'
Laboratory (UL)-approved equipment and microwave ovens may be used in the
Premises for cooking, heating food and brewing coffee, tea, hot chocolate, and
similar beverages for employees and visitors. This use must be in accordance
with all applicable federal, state, and city laws, codes, ordinances, rules, and
regulations. The Premises shall not be used for the storage of merchandise, for
lodging, or for any improper, objectionable, or immoral purposes.

10. Telephone and Other Wires. Tenant may not introduce telephone wires
or other wires into the Premises without first obtaining Landlord's approval of
the method and location of such introduction. No boring or cutting for
telephone wires or other wires shall be allowed without Landlord's consent. The
location of telephones, call boxes, and other office equipment affixed to the
Premises shall be subject to Landlord's prior approval.

11. Exclusion or Expulsion. Landlord reserves the right to exclude or
expel from the Real Property any person who, in Landlord's judgment, is under
the influence of alcohol or drugs or commits any act in violation of any of
these Rules and Regulations.

12. Loitering Prohibited. Tenant and Tenant's employees and agents shall
not loiter in or on the entrances, corridors, sidewalks, lobbies, halls,
stairways, elevators, or common areas for the purpose of smoking tobacco
products or for any other purpose. Tenant and Tenant's employees and agents
shall not obstruct those areas but use them only as a means of ingress to and
egress from the Premises.

13. Disposal of Trash and Garbage. Tenant shall store all trash and
garbage within the interior of the Premises. Tenant shall not place or have
placed in the trash boxes or receptacles any material that may not or cannot be
disposed of in the ordinary and customary manner of removing and disposing of
trash in the vicinity of the Building. In disposing of trash and garbage,
Tenant shall comply fully with any law or ordinance governing that disposal.
All trash, garbage, and refuse disposal shall be made only through entry-ways
provided for that purpose and shall be made only at times designated by
Landlord.

14. Compliance With Safety Regulations. Tenant shall comply with all
safety, fire protection, and evacuation procedures and regulations established
by Landlord or by any government agency.

A-2

15. Protection of Premises. Tenant shall assume all responsibility,
including keeping doors locked and other means of entry to the Premises closed,
for protecting the Premises from theft, robbery, and pilferage.

16. Awnings, Curtains, and Electrical Ceiling Fixtures. No awnings or
other projection shall be attached to the outside walls of the Building without
Landlord's prior written consent. No curtains, blinds, shades, or screens shall
be attached to, hung in, or used in connection with any window or door of the
Premises without Landlord's prior written consent. All electrical fixtures must
be of a quality, type, design, and bulb color approved by Landlord. Tenant
shall abide by Landlord's regulations concerning the opening and closing of
window coverings attached to those windows, if any, in the Premises that have a
view of any interior portion of the Building or Building Common Areas.

17. Provision of Information to Tenant's Employees. Tenant shall comply
with requests by Landlord that Tenant inform Tenant's employees of items of
importance to Landlord.

Landlord may waive any one or more of these Rules and Regulations for the
benefit of any particular tenants. No waiver by Landlord shall be construed as
a waiver of those Rules and Regulations in favor of any other tenant, and no
waiver shall prevent Landlord from enforcing those Rules or Regulations against
any other tenant of the Building. Tenant shall be considered to have read these
Rules and Regulations and to have agreed to abide by them as a condition of
Tenant's occupancy of the Premises.

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