Fiscal 2009 Revenue by End Markets

Exhibit 10.10

LEASE
(Single Tenant; Stand-Alone; Net)

BETWEEN

THE IRVINE COMPANY

AND

GLOBAL DOSIMETRY SOLUTIONS, INC.

INDEX TO LEASE

ARTICLE I. BASIC LEASE PROVISIONS					1
ARTICLE II. PREMISES					3
SECTION 2.1.		LEASED PREMISES			3
SECTION 2.2.		ACCEPTANCE OF PREMISES			3
SECTION 2.3.		BUILDING NAME AND ADDRESS			3
ARTICLE III. TERM					3
SECTION 3.1.		GENERAL			3
SECTION 3.2.		DELAY IN POSSESSION			3
SECTION 3.3.		RIGHT TO EXTEND THIS LEASE			4
ARTICLE IV. RENT AND OPERATING EXPENSES					5
SECTION 4.1.		BASIC RENT			5
SECTION 4.2.		OPERATING EXPENSES			5
SECTION 4.3.		SECURITY DEPOSIT			6
ARTICLE V. USES					6
SECTION 5.1.		USE			6
SECTION 5.2.		SIGNS			7
SECTION 5.3.		HAZARDOUS MATERIALS			7
ARTICLE VI. COMMON AREAS; SERVICES					9
SECTION 6.1.		UTILITIES AND SERVICES			9
SECTION 6.2.		OPERATION AND MAINTENANCE OF COMMON AREAS			9
SECTION 6.3.		USE OF COMMON AREAS			9
SECTION 6.4.		PARKING			9
SECTION 6.5.		CHANGES AND ADDITIONS BY LANDLORD			10
ARTICLE VII. MAINTAINING THE PREMISES					10
SECTION 7.1.		TENANTS MAINTENANCE AND REPAIR			10
SECTION 7.2.		LANDLORD’S MAINTENANCE AND REPAIR			10
SECTION 7.3.		ALTERATIONS			11
SECTION 7.4.		MECHANIC’S LIENS			11
SECTION 7.5.		ENTRY AND INSPECTION			12
ARTICLE VIII. TAXES AND ASSESSMENTS ON TENANT’S: PROPERTY					12
ARTICLE IX. ASSIGNMENT AND SUBLETTING					12
SECTION 9.1.		RIGHTS OF PARTIES			12
SECTION 9.2.		EFFECT OF TRANSFER			13
SECTION 9.3.		SUBLEASE REQUIREMENTS			13
SECTION 9.4.		CERTAIN TRANSFERS			14
ARTICLE X. INSURANCE AND INDEMNITY					14
SECTION 10.1.		TENANT’S INSURANCE			14
SECTION 10.2.		LANDLORD’S INSURANCE			14
SECTION 10.3.		JOINT INDEMNITY			14
SECTION 10.4.		LANDLORD’S NONLIABILITY			15
SECTION 10.5.		WAIVER OF SUBROGATION			15
ARTICLE XI. DAMAGE OR DESTRUCTION					15
SECTION 11.1.		RFSTORATION			15
SECTION 11.2.		LEASE GOVERNS			16
ARTICLE XII. EMINENT DOMAIN					16
SECTION 12.1.		TOTAL OR PARTIAL TAKING			16
SECTION 12.2.		TEMPORARY TAKING			16
SECTION 12.3.		TAKING OF PAIUUNG AREA			17
ARTICLE XIII. SUBORDINATION; ESTOPPEL CERTIFICATE; FINANCIALS					17
SECTION 13.1.		SUBORDINATION			17
SECTION 13.2.		ESTOPPEL CERTIFICATE			17
SECTION 13.3.		FINANCIALS			17
ARTICLE XIV. EVENTS OF DEFAULT AND REMEDIES					17
SECTION 14.1.		TENANT’S DEFAULTS			17
SECTION 14.2.		LANDLORD’S REMEDIES			18
SECTION 14.3.		LATE PAYMENTS			19
SECTION 14.4.		RIGHT OF LANDLORD TO PERFORM			20
SECTION 14.5.		DEFAULT BY LANDLORD			20

SECTION 14.5.		EXPENSES AND LEGAL FEES			20
SECTION 14.7.		WAIVER OF JURY TRIAL			20
SECTION 14.8.		SATISFACTION OF JUDGMENT			20
SECTION 14.9.		LIMITATION OF ACTIONS AGAINST LANDLORD			20
ARTICLE XV. END OF TERM					20
SECTION 15.1.		HOLDING OVER			20
SECTION 15.2.		MERGER ON TERMINATION			21
SECTION 15.3.		SURRENDER OF PREMISES; REMOVAL OF PROPERTY			21
ARTICLE XVI. PAYMENTS AND NOTICES					21
ARTICLE XVII. RULES AND REGULATIONS					21
ARTICLE XVIII. BROKER’S COMMISSION					21
ARTICLE XIX. TRANSFER OF LANDLORD’S INTEREST					22
ARTICLE XX. INTERPRETATION					22
SECTION 20.1.		GENDER AND NUMBER			22
SECTION 20.2.		HEADINGS			22
SECTION 20.3.		JOINT AND SEVERAL LIABILITY			22
SECTION 20.4.		SUCCESSORS			22
SECTION 20.5.		TIME OF ESSENCE			22
SECTION 20.6.		CONTROLLING LAW/VENUE			22
SECTION 20.7.		SEVERABILITY			22
SECTION 20.8.		WAIVER AND CUMULATIVE REMEDIES			22
SECTION 20.9.		INABILITY TO PERFORM			22
SECTION 20.10.		ENTIRE AGREEMENT			22
SECTION 20.11.		QUIET ENJOYMENT			23
SECTION 20.12.		SURVIVAL			23
SECTION 20.13.		INTERPRETATION			23
ARTICLE XXI. EXECUTION AND RECORDING					23
SECTION 21.1.		COUNTERPARTS			23
SECTION 21.2.		CORPORATE, LIMITED LIABILITY COMPANY AND PARTNERSHIP AUTHORITY			23
SECTION 21.3.		EXECUTION OF LEASE; NO OPTION OR OFFER			23
SECTION 21.4.		RECORDING			23
SECTION 21.5.		AMENDMENTS			23
SECTION 21.6.		EXECUTED COPY			23
SECTION 21.7.		ATTACHMENTS			23
ARTICLE XXII. MISCELLANEOUS					23
SECTION 22.1.		NONDISCLOSURE OF LEASE TERMS			23
SECTION 22.2.		GUARANTY [Intentionally Deleted]			24
SECTION 22.3.		CHANGES REQUESTED BY LENDER			24
SECTION 22.4.		MORTGAGEE PROTECTION			24
SECTION 22.5.		COVENANTS AND CONDITIONS			24
SECTION 22.6.		SECURITY MEASURES			24

EXHIBITS

Exhibit A		Description of Premises
Exhibit B		Environmental Questionnaire
Exhibit C		Landlord’s Disclosures
Exhibit D		Insurance Requirements
Exhibit E		Rules and Regulations
Exhibit X		Work Letter
Exhibit Y		Site Plan

LEASE
(Single Tenant; Net)

     THIS LEASE is made as of the 29^th day of January, 2004, by and between THE IRVINE COMPANY, a Delaware corporation hereafter called “Landlord,” and GLOBAL DOSIMETRY SOLUTIONS, INC., a California corporation, hereinafter called “Tenant.”

ARTICLE I. BASIC LEASE PROVISIONS

     Each reference in this Lease to the “Basic Lease Provisions” shall mean and refer to the following collective terms, the application of which shall be governed by the provisions in the remaining Articles of this Lease.

1.		Premises: The Premises are more particularly described in Section 2.1.
2.		Address of Building: 2652 McGaw, Irvine, CA
3.		Use of Premises: General office, storage, assembly and production and distribution of Dosimetry products and related products.
4.		Estimated Commencement Date: Fifteen (15) weeks from and after the date of this Lease.
5.		Term: One hundred twenty (120) months from and after the Commencement Date, plus such additional days as may be required to cause this Lease to terminate on the final day of the calendar month.
6.		Basic Rent: Thirty Four Thousand Seven Hundred Eighty-One Dollars ($34,781.00) per month, based on $.80 per rentable square foot.
		Basic Rent is subject to adjustment as follows:
		Commencing twelve (12) months following the Commencement Date, the Basic Rent shall be Thirty Five Thousand Six Hundred Fifty Dollars ($35,650.00) per month, based on $.82 per rentable square foot.
		Commencing twenty-four (24) months following the Commencement Date, the Basic Rent shall be Thirty Six Thousand Nine Hundred Fifty-Five Dollars ($36,955.00) per month, based on $.85 per rentable square foot.
		Commencing thirty-six (36) months following the Commencement Date, the Basic Rent shall be Thirty Seven Thousand Eight Hundred Twenty-Four Dollars ($37,824.00) per month, based on $.87 per rentable square foot.
		Commencing forty-eight (48) months following the Commencement Date, the Basic Rent shall be Thirty Nine Thousand One Hundred Twenty-Eight Dollars ($39,128.00) per month, based on $.90 per rentable square foot.
		Commencing sixty (60) months following the Commencement Date, the Basic Rent shall be Forty Thousand Four Hundred Thirty-Three Dollars ($40,433.00) per month, based on $.93 per rentable square foot.
		Commencing seventy-two (72) months following the Commencement Date, the Basic Rent shall be Forty One Thousand Three Hundred Two Dollars ($41,302.00) per month, based on $.95 per rentable square foot.
		Commencing eighty-four (84) months following the Commencement Date, the Basic Rent shall be Forty Two Thousand Six Hundred Six Dollars ($42,606.00) per month, based on $.98 per rentable square foot.
		Commencing ninety-six (96) months following the Commencement Date, the Basic Rent shall be Forty Three Thousand Nine Hundred Eleven Dollars ($43,911.00) per month, based on $1.01 per rentable square foot.
		Commencing one hundred eight (108) months following the Commencement Date, the Basic Rent shall be Forty Five Thousand Two Hundred Fifteen Dollars ($45,215.00) per month, based on $1.04 per rentable square foot.
7.		Guarantor(s): None
8.		Floor Area: Approximately 43,476 rentable square feet
9.		Security Deposit: $49,737.00
10.		Broker(s): Voit Commercial

11.		Additional Insureds: None
12.		Address for Payments and Notices:

		LANDLORD		TENANT
		THE IRVINE COMPANY		GLOBAL DOSIMETRY SOLUTIONS, INC.
		dba Office Properties		2652 McGaw
		8105 Imine Center Drive, Suite 300		Irvine, CA 92614
		Irvine, CA 92618
		Attn: Vice President, Operations,
		Technology Portfolio
		with a copy of notices to:		with a copy of notices to:
		THE IRVINE COMPANY		AMERICAN CAPITAL
		dba Office Properties		461 Fifth Avenue
		8105 Imine Center Drive, Suite 300		26” Floor
		Irvine, CA 92618		New York, NY 1017
		Attn: Senior Vice President, Operations Office Properties		Attn: Todd Wilson
				and to:
				Foley & Lardner
				2029 Century Park East
				35” Floor
				Los Angeles, CA 90067
				Attn: Richard W. Lasater II

13.

Tenant’s Liability Insurance Requirement: $2,000,000.00

ARTICLE II. PREMISES

     SECTION 2.1. LEASED PREMISES. Landlord leases to Tenant and Tenant leases from Landlord the premises shown in Exhibit A (the “Premises”), containing approximately the rentable square footage set forth as the “Floor Area” in Item 8 of the Basic Lease Provisions. The Premises consist of all of the rentable square footage within the building identified in Item 1 of the Basic Lease Provisions (the Premises together with such building and the underlying real property, are called the “Building”). The Building is located on the site shown on Exhibit Y (the “Site”). All references to “Floor Area” in this Lease shall mean the rentable square footage set forth in Item 8 of the Basic Lease Provisions. The rentable square footage set forth in Item 8 may include or have been adjusted by various factors, including, without limitation, a load factor for any vertical penetrations, stairwells or similar features or areas of the Building. Tenant agrees that the Floor Area set forth in Item 8 shall be binding on Landlord and Tenant for purposes of this Lease regardless of whether any future or differing measurements of the Premises or the Building are consistent or inconsistent with the Floor Area set forth in Item 8.

     SECTION 2.2. ACCEPTANCE OF PREMISES. Tenant acknowledges that neither Landlord nor any representative of Landlord has made any representation or warranty with respect to the Premises, the Building or the Site or their respective suitability or fitness for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, that neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Site, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Site not yet completed. Tenant further acknowledges that neither Landlord nor any representative of Landlord has agreed to undertake any alterations or additions or construct any improvements to the Premises except as expressly provided in this Lease. As of the Commencement Date, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Site in which Tenant has any rights under this Lease! which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Site in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with-the provisions of this Lease, subject only to those defective or incomplete portions of the Tenant Improvements constructed by Landlord pursuant to the Work Letter attached hereto as Exhibit X (“WorkLetter”), which defective or incomplete portions of the Tenant Improvements do not materially impair the use of the Premises for Tenant’s normal business operations therein, and which Tenant shall have itemized on a written punch list and delivered to Landlord within thirty (30) days after the Commencement Date (as defined in Section 3.1) (the “Punch List Items”). Nothing contained in this Section shall affect the commencement of the Term or the obligation of Tenant to pay rent. Landlord shall diligently complete all Punch List Items of which it is notified as provided above.

     SECTION 2.3. BUILDING NAME AND ADDRESS. Tenant shall not utilize any name selected by Landlord from time to time for the Building and/or the Site as any part of Tenant’s corporate or trade name. Landlord shall have the right to change the name, address, number or designation of the Building or Site without liability to Tenant.

ARTICLE III. TERM

     SECTION 3.1. GENERAL. The term of this Lease (“Term”) shall be for the period shown in Item 5 of the Basic Lease Provisions. Subject to the provisions of Section 3.2 below, the Term shall commence (“Commencement Date”) on the earlier of (a) the date Tenant acquires possession of or commences use of the Premises for any purpose other than any construction permitted to be performed by Tenant pursuant to the Work Letter, or (b) the date the Premises are tendered to Tenant, provided that the Premises shall not be tendered to Tenant unless and until (i) any approvals by relevant governmental authorities of the tenant improvements constructed by Landlord pursuant to the Work Letter (“TenantImprovements”) which are required for occupancy of the Premises have been obtained (as evidenced by written approval thereof in accordance with the building permits issued for the Tenant Improvements or issuance of a temporary or final certificate of occupancy for the Premises), and (ii) the Tenant Improvements are substantially completed except for Punch List Items. The date on which this Lease is scheduled to terminate is referred to as the “Expiration Date.” Prior to Tenant’s taking of possession of the Premises, the parties shall memorialize on a form provided by Landlord the actual Commencement Date and the Expiration Date of this Lease. Tenant’s failure to execute that form shall not affect the validity of Landlord’s determination of those dates or Tenant’s obligation to pay rent hereunder, Landlord may at its election, provide Tenant with access to the Premises not less than ten (10) days prior to the Commencement Date of this Lease to enable Tenant to install fixtures, furniture, computers, telephone and cabling equipment in the Premises. Such access shall be subject to all of the terms and conditions of this Lease, except that Tenant’s rental obligation shall not commence to accrue until the Commencement Date hereof.

     SECTION 3.2. DELAY IN POSSESSION. If Landlord, for any reason whatsoever, cannot deliver possession of the Premises to Tenant on or before the Estimated Commencement Date as set forth in Item 4 of the Basic Lease Provisions (“Estimated Commencement Date”), this Lease shall not be void or voidable nor shall Landlord be liable to Tenant for any resulting loss or damage. However, Tenant shall not be liable for any rent and the Commencement Date shall not occur until Landlord tenders possession of the Premises in accordance with Section 3.1 (b) above, except that if Landlord cannot so tender possession of the Premises on or before the Estimated Commencement Date due to any action or inaction of Tenant (including without limitation any Tenant Delay described in the Work Letter, if any, attached to this Lease), then the Commencement Date shall be deemed to have occurred and Landlord shall be entitled to full performance by Tenant (including the payment of rent) from the date Landlord would have been able to deliver the Premises to Tenant but for Tenants action or inaction, including without limitation any Tenant Delay described in the attached Work Letter, if any.

     Notwithstanding anything to the contrary contained in this Section 3.2, if for any reason other than “Tenant Delays” (as defined in the Work Letter attached hereto), or other matters beyond Landlord’s reasonable control, the actual Commencement Date has not occurred by the date that is sixty (60) days following the Estimated Commencement Date, then Tenant may, by written notice to Landlord given at any time thereafter but prior to the actual occurrence of the Commencement Date, elect to terminate this Lease. Notwithstanding the foregoing, if at any time during the construction period, Landlord reasonably believes that the Commencement Date will not occur on or before sixty (60) days following the Estimated Commencement Date, Landlord may notify Tenant in writing of such fact and of a new outside date on or before which the Commencement Date will occur, and Tenant must elect within ten (10) days of receipt of such notice to either terminate this Lease or waive its right to terminate this Lease provided the Commencement Date occurs on or prior to the new outside date established by Landlord in such notice to Tenant. Tenant’s failure to elect to terminate this Lease within such ten (10) day period shall be deemed Tenant’s waiver of its right to terminate this Lease as provided in this paragraph as to the previous outside date, but not as to the new outside date established by said notice.

     SECTION 33. RIGHT TO EXTEND THIS LEASE. Provided that no Event of Default has occurred under any provision of this Lease, either at the time of exercise of the extension right granted herein or at the time of the commencement of such extension, and provided further that Tenant is occupying the entire Premises and has not assigned or sublet any of its interest in this Lease (except in connection with a “Permitted Transfer” as defined in Section 9.4 of this Lease), then Tenant may extend the Term of this Lease for one (1) period of sixty (60)months on the same terms and conditions of this Lease, except for the terms for payment of Basic Rent. Tenant shall exercise its right to extend the Term by and only by delivering to Landlord, not less than nine (9) months or more than twelve (12) months prior to the expiration date of the Term, Tenant’s irrevocable written notice of its commitment to extend (the “Commitment Notice”). The Basic Rent payable under the Lease during any extension of the Term shall be determined as provided in the following provisions.

     If Landlord and Tenant have not by then been able to agree upon the Basic Rent for the extension of the Term, then not sooner than one hundred twenty (120) but not later than ninety (90) days prior to the expiration date of the Term, Landlord shall notify Tenant in writing of the Basic Rent that would reflect the prevailing market rental rate for a GO-month renewal of comparable space in the Project (together with any increases thereof during the extension period) as of the commencement of the extension period (“Landlord’s Determination”). Should Tenant disagree with the Landlord’s Determination, then Tenant shall, not later than twenty (20) days thereafter, notify Landlord in writing of Tenant’s determination of those rental terms (“Tenant’s Determination”). In no event, however, shall Landlord’s Determination or Tenant’s Determination be less than the Basic Rent payable by Tenant during the final month of the initial Term Within ten (10) days following delivery of the Tenant’s Determination, the parties shall attempt to agree on an appraiser to determine the fair market rental. If the parties are unable to agree in that time, then each party shall designate an appraiser within ten (10) days thereafter. Should either party fail to so designate an appraiser within that time, then the appraiser designated by the other party shall determine the fair market rental. Should each of the parties timely designate an appraiser, then the two appraisers so designated shall appoint a third appraiser who shall, acting alone, determine the fair market rental for the Premises. Any appraiser designated hereunder shall have an MAI certification with not less than five (5) years experience in the valuation of commercial industrial buildings in the vicinity of the Project.

     Within thirty (30) days following the selection of the appraiser and such appraiser’s receipt of the Landlord’s Determination and the Tenant’s Determination, the appraiser shall determine whether the rental rate determined by Landlord or by Tenant more accurately reflects the fair market rental rate for the GO-month renewal of the Lease for the Premises, as reasonably extrapolated to the commencement of the extension period. Accordingly, either the Landlord’s Determination or the Tenant’s Determination shall be selected by the appraiser as the fair market rental rate for the extension period. In making such determination, the appraiser shall consider rental comparables for the Project (provided that if there are an insufficient number of comparables within the project, the appraiser shall consider rental comparables for similarly improved space within the vicinity of the Project with appropriate adjustment for location and quality of project), but the appraiser shall not attribute any factor for market tenant improvement allowances or brokerage commissions in making its determination of the fair market rental rate. At any time before the decision of the appraiser is rendered, either party may, by written notice to the other party, accept the rental terms submitted by the other party, in which event such terms shall be deemed adopted as the agreed fair market rental. The fees of the appraiser(s) shall be borne entirely by the party whose determination of the fair market rental rate was not accepted by the appraiser.

     Within twenty (20) days after the determination of the fair market rental, Landlord shall prepare an appropriate amendment to this Lease for the extension period, and Tenant shall execute and return same to Landlord within twenty (20) days. Should the fair market rental not be established by the commencement of the extension period, then Tenant shall continue paying rent at the rate in effect during the last month of the initial Term, and a lump sum adjustment shall be made promptly upon the determination of such new rental.

     If Tenant fails to timely comply with any of the provisions of this paragraph, Tenant’s right to extend the Term shall be extinguished and the Lease shall automatically terminate as of the expiration date of the Term, without any extension and without any liability to Landlord. Any attempt to assign or transfer any right or interest created by this paragraph shall be void from its inception. Tenant shall have no other right to extend the Term beyond the single sixty (60)month extension period created by this paragraph. Unless agreed to in a writing signed by Landlord and Tenant, any extension of the Term, whether created by an amendment to this Lease or by a holdover of the Premises by Tenant, or otherwise, shall be deemed a part of, and not in addition to, any duly exercised extension period permitted by this paragraph.

ARTICLE IV. RENT AND OPERATING EXPENSES

     SECTION 4.1. BASIC RENT. From and after the Commencement Date, Tenant shall pay to Landlord without deduction or offset, the rental amount for the Premises shown in Item 6 of the Basic Lease Provisions (the “Basic Rent”), including subsequent adjustments, if any. Any rental adjustment to Basic Rent shown in Item 6 shall be deemed to occur on the specified monthly anniversary of the Commencement Date, whether or not the Commencement Date occurs at the end of a calendar month. The rent shall be due and payable in advance commencing on the Commencement Date (as prorated for any partial month) and continuing thereafter on the first day of each successive calendar month of the Term. No demand, notice or invoice shall be required for the payment of Basic Rent. An installment of rent in the amount of one (1) full month’s Basic Rent at the initial rate specified in Item 6 of the Basic Lease Provisions and one (1) month’s estimated Tenant’s Share of Operating Expenses (as defined in Section 4.2) shall be delivered to Landlord concurrently with Tenant’s execution of this Lease and shall be applied against the Basic Rent and Operating Expenses first due hereunder.

     SECTION 4.2. OPERATING EXPENSES.

     (a) Tenant shall pay to Landlord, as additional rent, Tenant’s Share of all Operating Expenses, as defined in Section 4.2(f), incurred by Landlord in the operation of the Building and the Site. The term “Tenant’s Share” means one hundred percent (100%) of any Operating Expenses determined by Landlord to benefit or relate substantially to the Building and/or the Site, plus an allocated portion of any Operating Expenses, as reasonably determined from time to time by Landlord, which benefit or relate both to the Building or the Site and to other projects owned by Landlord and or its affiliates. The full amount of any management fee payable by Landlord for the management of Tenant’s Premises that is calculated as a percentage of the rent payable by Tenant shall be paid in full by Tenant as additional rent.

     (b) Prior to the start of each full Expense Recovery Period (as defined in this Section 4.2), Landlord shall give Tenant a written estimate of the amount of Tenant’s Share of Operating Expenses for the applicable Expense Recovery Period. Failure to provide such estimate shall not relieve Tenant from its obligation to pay Tenant’s Share of Operating Expenses or estimated amounts thereof, if and when Landlord provides such estimate or final payment amount. Tenant shall pay the estimated amounts to Landlord in equal monthly installments, in advance concurrently with payments of Basic Rent. If Landlord has not furnished its written estimate for any Expense Recovery Period by the time set forth above, Tenant shall continue to pay monthly the estimated Tenant’s Share of Operating Expenses in effect during the prior Expense Recovery Period; provided that when the new estimate is delivered to Tenant, Tenant shall, at the next monthly payment date, pay any accrued estimated Tenant’s Share of Operating Expenses based upon the new estimate. For purposes hereof, “Expense Recovery Period” shall mean every twelve month period during the Term (or portion thereof for the first and last lease years) commencing July 1 and ending June 30, provided that Landlord shall have the right to change the date on which an Expense Recovery Period commences in which event appropriate reasonable adjustments shall be made to Tenant’s Share of Operating Expenses so that the amount payable by Tenant shall not vary by more than ten percent (10%) as a result of such change.

     (c) Within one hundred twenty (120) days after the end of each Expense Recovery Period, Landlord shall furnish to Tenant a statement showing in reasonable detail the actual or prorated Tenant’s Share of Operating Expenses incurred by Landlord during the period, and the parties shall within thirty (30) days thereafter make any payment or allowance necessary to adjust Tenant’s estimated payments of Tenant’s Share of Operating Expenses, if any, to the actual Tenant’s Share of Operating Expenses as shown by the annual statement. Any delay or failure by Landlord in delivering any statement hereunder shall not constitute a waiver of Landlord’s right to require Tenant to pay Tenant’s Share of Operating Expenses pursuant hereto. Any amount due Tenant shall be credited against installments next coming due under this Section 4.2, and any deficiency shall be paid by Tenant together with the next installment. Should Tenant fail to object in writing to Landlord’s determination of Tenant’s Share of Operating Expenses within three hundred sixty (360) days following delivery of Landlord’s expense statement, Landlord’s determination of Tenant’s Share of Operating Expenses for the applicable Expense Recovery Period shall be conclusive and binding on the parties for all purposes and any future claims to the contrary shall be barred.

     (d) Even though this Lease has terminated and the Tenant has vacated the Premises, when the final determination is made of Tenant’s Share of Operating Expenses for the Expense Recovery Period in which this Lease terminates, Tenant shall within thirty (30) days of written notice pay the entire increase over the estimated Tenant’s Share of Operating Expenses already paid. Conversely, any overpayment by Tenant shall be rebated by Landlord to Tenant not later than thirty (30) days after such final determination..

     (e) If, during any Expense Recovery Period (but not more frequently than twice in any single Expense Recovery Period), any one or more of the Operating Expenses are increased to a rate(s) or amount(s) in excess of the rate(s) or amount(s) used in calculating the estimated Tenant’s Share of Operating Expenses for the year, then the estimate of Tenant’s Share of Operating Expenses may be increased by written notice from Landlord for the month in which such rate(s) or amount(s) becomes effective and for all succeeding months by an amount equal to Tenant’s Share of the increase. If Landlord gives Tenant written notice of the amount or estimated amount of the increase, the month in which the increase will or has become effective, then Tenant shall pay the increase to Landlord as a part of Tenant’s monthly payments of the estimated Tenant’s Share of Operating Expenses as provided in Section 4.2(b), commencing with the month following Tenant’s receipt of Landlord’s notice. In addition, Tenant shall pay upon written request any such increases which were incurred prior to the Tenant commencing to pay such monthly increase.

     (f) The term “Operating Expenses” shall mean and include all Site Costs, as defined in subsection (g), and Property Taxes, as defined in subsection (h).

     (g) The term “Site Costs” shall include all expenses of operation, repair and maintenance of the Building and the Site, including without limitation all appurtenant Common Areas (as defined in Section 6.2), and shall include the following charges by way of illustration but not limitation: water and sewer charges; insurance premiums and deductibles and/or reasonable premium and deductible equivalents should Landlord elect to self-insure all or any portion of any risk that Landlord is authorized to insure hereunder; license, permit, and inspection fees; reasonable costs of light, power, window washing, trash pickup, heating, ventilating and air conditioning, supplies, materials, equipment, tools, and the reasonable cost of any environmental, insurance, tax or other consultant utilized by Landlord in connection with the Building and/or Site; establishment of reasonable reserves for replacements and/or repairs; costs incurred in connection with compliance with any laws or changes in laws applicable to the Building or the Site; the reasonable cost of any capital investments or replacements (other than tenant improvements for specific tenants) to the extent of the amortized amount thereof over the useful life of such capital investments or replacements calculated at a market cost of funds, all as determined by Landlord, for each such year of useful life during the Term; reasonable costs associated with the maintenance of an air conditioning, heating and ventilation service agreement; reasonable labor costs; reasonably allocated wages and salaries, fringe benefits, and payroll taxes for administrative and other personnel directly applicable to the Building and or Site, including both Landlord’s personnel and outside personnel; any expense incurred pursuant to Sections 6.1, 6,2, 6.4, 7.2, and 10.2; and a reasonable and commercially-competitive overhead/management fee for the professional operation of the Building and the Site. It is understood and agreed that Site Costs may include competitive charges for direct services (including, without limitation, management and/or operations services) provided by any subsidiary, division or affiliate of Landlord.

     (h) The term “Property Taxes” as used herein shall include any form of federal, state, county or local government or municipal taxes, fees, charges or other impositions of every kind (whether general, special, ordinary or extraordinary) related to the ownership, leasing or operation of the Premises, Building or Site, including without limitation, the following: (i) all real estate taxes or personal property taxes, as such property taxes may be reassessed from time to time; and (ii) other taxes, charges and assessments which are levied with respect to this Lease or to the Building and or the Site, and any improvements, fixtures and equipment and other property of Landlord located in the Building and or the Site, (iii) all assessments and fees for public improvements, services, and facilities and impacts thereon, including without limitation arising out of any Community Facilities Districts, “Mello Roos” districts, similar assessment districts, and any traffic impact mitigation assessments or fees; (iv) any tax, surcharge or assessment which shall be levied in addition to or in lieu of real estate or personal property taxes, other than taxes covered by Article VIII; and (v) taxes based on the receipt of rent (including gross receipts or sales taxes applicable to the receipt of rent), and (vi) costs and expenses incurred in contesting the amount or validity of any Property Tax by appropriate proceedings. Notwithstanding the foregoing, general net income or franchise taxes imposed against Landlord shall be excluded.

     SECTION 4.3. SECURITY DEPOSIT. Concurrently with Tenant’s delivery of this Lease, Tenant shall deposit with Landlord the sum, if any, stated in Item 9 of the Basic Lease Provisions, to be held by Landlord as security for the full and faithful performance of all of Tenant’s obligations under this Lease (the “Security Deposit”). Landlord shall not be required to keep this Security Deposit separate from its general funds, and Tenant shall not be entitled to interest on the Security Deposit. Subject to the last sentence of this Section, the Security Deposit shall be understood and agreed to be the property of Landlord upon Landlord’s receipt thereof, and may be utilized by Landlord in its sole and absolute discretion towards the payment of all expenses by Landlord for which Tenant would be required to reimburse Landlord under this Lease, including without limitation brokerage commissions and Tenant Improvement costs. Upon any Event of Default by Tenant (as defined in Section 14.1), Landlord may, in its sole and absolute discretion, retain, use or apply the whole or any part of the Security Deposit to pay any sum which Tenant is obligated to pay under this Lease, sums that Landlord may expend or be required to expend by reason of the Event of Default by Tenant or any loss or damage that Landlord may suffer by reason of the Event of Default or costs incurred by Landlord in connection with the repair or restoration of the Premises pursuant to Section 15.3 of this Lease upon expiration or earlier termination of this Lease. In no event shall Landlord be obligated to apply the Security Deposit upon an Event of Default and Landlord’s rights and remedies resulting from an Event of Default, including without limitation, Tenant’s failure to pay Basic Rent, Tenant’s Share of Operating Expenses or any other amount due to Landlord pursuant to this Lease, shall not be diminished or altered in any respect due to the fact that Landlord is holding the Security Deposit. If any portion of the Security Deposit is applied by Landlord as permitted by this Section, Tenant shall within five (5) days after written demand by Landlord deposit cash with Landlord in an amount sufficient to restore the Security Deposit to its original amount. If Tenant fully performs its obligations under this Lease, the Security Deposit shall be returned to Tenant (or, at Landlord’s option, to the last assignee of Tenant’s interest in this Lease) within thirty (30) days after the expiration of the Term, provided that Tenant agrees that Landlord may retain the Security Deposit to the extent and until such time as all amounts due from Tenant in accordance with this Lease have been determined and paid in full and Tenant agrees that Tenant shall have no claim against Landlord for Landlord’s retaining such Security Deposit to the extent provided in this Section.

ARTICLE V. USES

     SECTION 5.1. USE. Tenant shall use the Premises only for the purposes stated in Item 3 of the Basic Lease Provisions, all in accordance with applicable laws and restrictions and pursuant to approvals to be obtained by Tenant from all relevant and required governmental agencies and authorities. The parties agree that any contrary use shall be deemed to cause material and irreparable harm to Landlord and shall entitle Landlord to injunctive relief in addition to any other available remedy. Tenant, at its expense, shall procure, maintain and make available for Landlord’s inspection throughout the Term, all governmental approvals, licenses and permits required for the proper and lawful conduct of Tenant’s permitted use of the Premises. Tenant shall not use or allow the Premises to be used for any unlawful purpose, nor shall Tenant permit any nuisance or commit any waste in the Premises or the Site. Tenant shall not perform any work or conduct any business whatsoever in the Site other than inside the Premises.

Tenant shall not do or permit to be done anything which will invalidate or increase the cost of any insurance policy(ies) covering the Building, the Site and or their contents, and shall comply with all applicable insurance underwriters rules. Tenant shall comply at its expense with all present and future laws, ordinances, restrictions, regulations, orders, rules and requirements of all governmental authorities that pertain to Tenant or its use of the Premises, including without limitation all federal and state occupational health and safety requirements, whether or not Tenant’s compliance will necessitate expenditures or interfere with its use and enjoyment of the Premises. Tenant shall comply at its expense with all present and future covenants, conditions, easements or restrictions now or hereafter affecting or encumbering the Building and/or Site, and any amendments or modifications thereto, including without limitation the payment by Tenant of any periodic or special dues or assessments charged against the Premises or Tenant which may be allocated to the Premises or Tenant in accordance with the provisions thereof. Tenant shall promptly upon demand reimburse Landlord for any additional insurance premium charged by reason of Tenant’s failure to comply with the provisions of this Section, and shall indemnify Landlord from any liability and/or expense resulting from Tenant’s noncompliance.

     SECTION 5.2. SIGNS. Provided Tenant continues to occupy the entire Premises, Tenant shall have the exclusive right to one (1) “building-top ” sign on the Building in a location designated by Landlord, subject to Landlord’s right of prior approval that such exterior signage is in compliance with the Signage Criteria (defined below). Except as provided in the foregoing or as otherwise approved in writing by Landlord, in its sole and absolute discretion, Tenant shall have no right to maintain signs in any location in, on or about the Premises, the Building or the Site and shall not place or erect any signs that are visible from the exterior of the Building. The size, design, graphics, material, style, color and other physical aspects of any permitted sign shall be subject to Landlord’s written determination, as determined solely by Landlord, prior to installation, that signage is in compliance with any covenants, conditions or restrictions encumbering the Premises and Landlord’s signage program for the Site, as in effect from time to time and approved by the City in which the Premises are located (“Signage Criteria”). Prior to placing or erecting any such signs, Tenant shall obtain and deliver to Landlord a copy of any applicable municipal or other governmental permits and approvals and comply with any applicable insurance requirements for such signage. Tenant shall be responsible for the cost of any permitted sign, including the fabrication, installation, maintenance and removal thereof and the cost of any permits therefor. If Tenant fails to maintain its sign in good condition, or if Tenant fails to remove same upon termination of this Lease and repair and restore any damage caused by the sign or its removal, Landlord may do so at Tenant’s expense. Landlord shall have the right to temporarily remove any signs in connection with any repairs or maintenance in or upon the Building. The term “sign” as used in this Section shall include all signs, designs, monuments, displays, advertising materials, logos, banners, projected images, pennants, decals, pictures, notices, lettering, numerals or graphics.

     SECTION 5.3. HAZARDOUS MATERIALS.

     (a) For purposes of this Lease, the term “HazardousMaterials” includes(i) any “hazardousmaterial” as defined in Section 25501(o) of the California Health and Safety Code, (ii) hydrocarbons, polychlorinated biphenyls or asbestos, (iii) any toxic or hazardous materials, substances, wastes or materials as defined pursuant to any other applicable state, federal or local law or regulation, and (iv) any other substance or matter which may result in liability to any person or entity as result of such person’s possession, use, release or distribution of such substance or matter under any statutory or common law theory.

     (b) Tenant shall not cause or permit any Hazardous Materials to be brought upon, stored, used, generated, released or disposed of on, under, from or about the Premises (including without limitation the soil and groundwater thereunder) without the prior written consent of Landlord, which consent may be given or withheld in Landlord’s sole and absolute discretion. Notwithstanding the foregoing, Tenant shall have the right, without obtaining prior written consent of Landlord, to utilize within the Premises a reasonable quantity of standard office products that may contain Hazardous Materials (such as photocopy toner, ‘White Out”, and the like), provided however, that (i) Tenant shall maintain such products in their original retail packaging, shall follow all instructions on such packaging with respect to the storage, use and disposal of such products, and shall otherwise comply with all applicable laws with respect to such products, and (ii)all of the other terms and provisions of this Section 5.3 shall apply with respect to Tenant’s storage, use and disposal of all such products. Landlord may, in its sole and absolute discretion, place such conditions as Landlord deems appropriate with respect to Tenant’s use of any such Hazardous Materials, and may further require that Tenant demonstrate that any such Hazardous Materials are necessary or useful to Tenant’s business and will be generated, stored, used and disposed of in a manner that complies with all applicable laws and regulations pertaining thereto and with good business practices. Tenant understands that Landlord may utilize an environmental consultant to assist in determining conditions of approval in connection with the storage, generation, release, disposal or use of Hazardous Materials by Tenant on or about the Premises, and/or to conduct periodic inspections of the storage, generation, use, release and/or disposal of such Hazardous Materials by Tenant on and from the Premises, and Tenant agrees that any costs incurred by Landlord in connection therewith shall be reimbursed by Tenant to Landlord as additional rent hereunder upon demand.

     (c) Prior to the execution of this Lease, Tenant shall complete, execute and deliver to Landlord an Environmental Questionnaire and Disclosure Statement (the “Environmental Questionnaire”) in the form of Exhibit B attached hereto. The completed Environmental Questionnaire shall be deemed incorporated into this Lease for all purposes, and Landlord shall be entitled to rely fully on the information contained therein. On each anniversary of the Commencement Date until the expiration or sooner termination of this Lease, Tenant shall disclose to Landlord in writing the names and amounts of all Hazardous Materials which were stored, generated, used, released and or disposed of on, under or about the Premises for the twelve-month period prior thereto, and which Tenant desires to store, generate, use, release and/or dispose of on, under or about the Premises for the succeeding twelve-month period. In addition, to the extent Tenant is permitted to utilize Hazardous Materials upon the Premises, Tenant shall promptly provide Landlord with complete and legible copies of all the following environmental documents relating thereto: reports filed pursuant to any self-reporting requirements; permit

applications, permits, monitoring reports, emergency response or action plans, workplace exposure and community exposure warnings or notices and all other reports, disclosures, plans or documents (even those which may be characterized as confidential) relating to water discharges, air pollution, waste generation or disposal, and underground storage tanks for Hazardous Materials; orders, reports, notices, listings and correspondence (even those which may be considered confidential) of or concerning the release, investigation of, compliance, cleanup, remedial and corrective actions, and abatement of Hazardous Materials; and all complaints, pleadings and other legal documents filed by or against Tenant related to Tenant’s use, handling, storage, release and/or disposal of Hazardous Materials.

     (d) Landlord and its agents shall have the right, but not the obligation, upon reasonable notice and in a manner designed to reasonably minimize the impact on Tenant’s business, use and enjoyment of the Building and/or the Premises, to inspect, sample and or monitor the Premises and/or the soil or groundwater thereunder so long as Landlord has a reasonable basis to conclude that a discharge has occurred and in order to determine whether Tenant is complying with the terms of this Section 5.3, and in connection therewith Tenant shall provide Landlord with full access to all facilities, records and personnel related thereto. If Tenant is not in compliance with any of the provisions of this Section 5.3, or in the event of a release of any Hazardous Material on, under or about the Premises caused or permitted by Tenant, its agents, employees, contractors, licensees or invitees, Landlord and its agents shall have the right, but not the obligation, without limitation upon any of Landlord’s other rights and remedies under this Lease, upon reasonable notice to Tenant (except in the case of emergency when no notice shall be required) to enter upon the Premises and to discharge Tenant’s obligations under this Section 5.3 at Tenant’s expense, including without limitation the taking of emergency or long-term remedial action. Landlord and its agents shall endeavor to minimize interference with Tenants business in connection therewith, but shall not be liable for any such interference. In addition, Landlord, at Tenant’s expense, shall have the right, but not the obligation, to join and participate in any legal proceedings or actions initiated in connection with any claims arising out of the storage, generation, use, release and/or disposal by Tenant or its agents, employees, contractors, licensees or invitees of Hazardous Materials on, under, from or about the Premises.

     (e) If the presence of any Hazardous Materials on, under, from or about the Premises or the Site caused or permitted by Tenant or its agents, employees, contractors, licensees or invitees results in (i) injury to any person, (ii) injury to or any contamination of the Premises or the Site, or (iii) injury to or contamination of any real or personal property wherever situated, Tenant, at its expense, shall promptly take all actions necessary to return the Premises and the Site and any other affected real or personal property owned by Landlord to the condition existing prior to the introduction of such Hazardous Materials and to remedy or repair any such injury or contamination, including without limitation, any cleanup, remediation, removal, disposal, neutralization or other treatment of any such Hazardous Materials. Notwithstanding the foregoing, Tenant shall not, without Landlord’s prior written consent, which consent may be given or withheld in Landlord’s sole and absolute discretion, take any remedial action in response to the presence of any Hazardous Materials on, from, under or about the Premises or the Site or any other affected real or personal property owned by Landlord or enter into any similar agreement, consent, decree or other compromise with any governmental agency with respect to any Hazardous Materials claims; provided however, Landlord’s prior written consent shall not be necessary in the event that the presence of Hazardous Materials on, under or about the Premises or the Site or any other affected real or personal property owned by Landlord (i) imposes an immediate threat to the health, safety or welfare of any individual and (ii) is of such a nature that an immediate remedial response is necessary and it is not possible to obtain Landlord’s consent before taking such action. To the fullest extent permitted by law, Tenant shall indemnify, hold harmless, protect and defend (with attorneys reasonably acceptable to Landlord) Landlord and any successors to all or any portion of Landlord’s interest in the Premises and the Site and any other real or personal property owned by Landlord from and against any and all liabilities, losses, damages, diminution in value, judgments, fines, demands, claims, recoveries, deficiencies, costs and expenses (including without limitation attorneys’ fees, court costs and other professional expenses), whether foreseeable or unforeseeable, arising directly or indirectly out of the use, generation, storage, treatment, release, on- or off-site disposal or transportation of Hazardous Materials (A) on, into, from, under or about the Premises during the Term unless caused solely by Landlord or (B) on, into, from, under or about the Premises, the Building or the Site and any other real or personal property owned by Landlord caused or permitted by Tenant, its agents, employees, contractors, licensees or invitees. Such indemnity obligation shall specifically include, without limitation, the cost of any required or necessary repair, restoration, cleanup or detoxification of the Premises, the Building and the Site and any other real or personal property owned by Landlord, the preparation of any closure or other required plans, whether or not such action is required or necessary during the Term or after the expiration of this Lease and any loss of rental due to the inability to lease the Premises or any portion of the Building or Site as a result of such Hazardous Material or remediation thereof. If it at any time discovered that Hazardous Materials have been released on, into, from, under or about the Premises during the Term, or that Tenant or its agents, employees, contractors, licensees or invitees may have caused or permitted the release of a Hazardous Material on, under, from or about the Premises, the Building or the Site or any other real or personal property owned by Landlord, Tenant shall, at Landlord’s request, immediately prepare and submit to Landlord a comprehensive plan, subject to Landlord’s reasonable approval (which shall not be unreasonably withheld or conditioned), specifying the actions to be taken by Tenant to return the Premises, the Building or the Site or any other real or personal property owned by Landlord to the condition existing prior to the introduction of such Hazardous Materials. Upon Landlord’s approval of such cleanup plan, Tenant shall, at its expense, and without limitation of any rights and remedies of Landlord under this Lease or at law or in equity, immediately implement such plan and proceed to cleanup such Hazardous Materials in accordance with all applicable laws and as required by such plan and this Lease. The provisions of this Section 5.3(e) shall expressly survive the expiration or sooner termination of this Lease.

     (f) Landlord hereby discloses to Tenant, and Tenant hereby acknowledges, certain facts relating to Hazardous Materials at the Site known by Landlord to exist as of the date of this Lease, as more particularly described in Exhibit C attached hereto. Tenant shall have no liability or responsibility with respect to the Hazardous Materials facts described in Exhibit C, nor with respect to any Hazardous Materials which were

neither released on the Premises during the Term nor caused or permitted by Tenant, its agents, employees, contractors, licensees or invitees. Notwithstanding the preceding two sentences, Tenant agrees to notify its agents, employees, contractors, licensees, and invitees of any exposure or potential exposure to Hazardous Materials at the Premises that Landlord brings to Tenant’s attention. Tenant hereby acknowledges that this disclosure satisfies any obligation of Landlord to Tenant pursuant to California Health & Safety Code Section 25359.7, or any amendment or substitute thereto or any other disclosure obligations of Landlord, Landlord shall take responsibility, at its sole cost and expense, for any governmentally-ordered clean-up, remediation, removal, disposal, neutralization or other treatment of Hazardous Materials conditions described in this Section 5.3(f). The foregoing obligation on the part of Landlord shall include the reasonable costs (including, without limitation, reasonable attorney’s fees) of defending Tenant from and against any legal action or proceeding instituted by any governmental agency in connection with such clean-up, remediation, removal, disposal, neutralization or other treatment of such conditions, provided that Tenant promptly tenders such defense to Landlord.

     (g) In the event of any foreclosure of a mortgage or deed of trust encumbering the Building and/or the Project, the obligations on the part of Landlord contained in Section 5.3(f) above shall be personal to Landlord and shall not be binding on nor inure against any lender acquiring the Building and/or the Project by foreclosure of its mortgage or deed of trust or deed in lieu of foreclosure, or any successor in interest to such lender,

     (h) Except as disclosed in Section 5.3(f) above (and or as may otherwise be disclosed to Tenant in writing), Landlord represents that , to “Landlord’s knowledge” (as hereinafter defined), there are no Hazardous Materials in or about the Premises which are in violation of any applicable federal, state or local law, ordinance or regulation. As used herein, “Landlord’s knowledge” shall mean the actual knowledge, without duty of inquiry or investigation, of the current employees or authorized agents of Landlord responsible for Hazardous Materials compliance matters.

ARTICLE VI. COMMON AREAS; SERVICES

     SECTION 6.1. UTILITIES AND SERVICES. Tenant shall be responsible for and shall pay promptly, directly to the appropriate supplier, all charges for water, gas, electricity, sewer, heat, light, power, telephone, telecommunications service, refuse pickup, janitorial service, interior landscape maintenance and all other utilities, materials and services furnished directly to Tenant or the Premises or used by Tenant in, on or about the Premises during the Term, together with any taxes thereon. If any utilities or services are not separately metered or assessed to Tenant, Landlord shall make a reasonable determination of Tenants proportionate share of the cost of such utilities and services, and Tenant shall pay such amount to Landlord, as an item of additional rent, within ten (10) days after receipt of Landlord’s statement or invoice therefor. Alternatively, Landlord may elect to include such cost in the definition of Site Costs in which event Tenant shall pay Tenant’s proportionate share of such costs in the manner set forth in Section 4.2. Tenant shall also pay to Landlord as an item of additional rent, within ten (10) days after receipt of Landlord’s statement or invoice therefor, a reasonable charge (which shall be in addition to the electricity charge paid to the utility provider) for Tenant’s “ after hours” usage of each W A C unit servicing the Premises. “After hours” shall mean more than two hundred eighty-three (283) hours of usage of each HVAC unit servicing the Premises during any month during the Term, and “after hours” usage shall be determined based upon the operation of the applicable HVAC unit during each month on a “non-cumulative” basis (without regard to Tenant’s usage or nonusage of said unit during other months during the Term). Landlord shall not be liable for damages or otherwise for any failure or interruption of any utility or other service furnished to the Premises, and no such failure or interruption shall be deemed an eviction or entitle Tenant to terminate this Lease or withhold or abate any rent due hereunder. Landlord shall at all reasonable times have free access to the Building and Premises to install, maintain, repair, replace or remove all electrical and mechanical installations of Landlord. Tenant acknowledges that the costs incurred by Landlord related to providing above-standard utilities to Tenant, including, without limitation, telephone lines, may be charged to Tenant.

     SECTION 6.2. OPERATION AND MAINTENANCE OF COMMON AREAS. During the Term, Landlord shall operate all Common Areas within the Site. The term “Common Areas” shall mean all areas of the Site which are not held for exclusive use by persons entitled to occupy space including Tenant, and their respective employees and invitees, including without limitation parking areas and structures, driveways, sidewalks, landscaped and planted areas, and electrical and utility rooms and roof access entries, if any, in the Building.

     SECTION 6.3. USE OF COMMON AREAS. The occupancy by Tenant of the Premises shall include the use of the Common Areas as provided in this Article VI, subject, however, to compliance with all rules and regulations as are prescribed from time to time by Landlord. Landlord shall operate and maintain the Common Areas as a “first-class” business project, in the manner Landlord may determine to be appropriate. All reasonable costs incurred by Landlord for the maintenance and operation of the Common Areas shall be included in Site Costs. Landlord shall at all times during the Term have exclusive control of the Common Areas, and may reasonably restrain or permit any use or occupancy, except as authorized by Landlord’s rules and regulations. Tenant shall keep the Common Areas clear of any obstruction or unauthorized use related to Tenant’s operations or use of Premises, including without limitation, planters and furniture. Nothing in this Lease shall be deemed to impose liability upon Landlord for any damage to or loss of the property of, or for any injury to, Tenant, its invitees or employees. Landlord may temporarily close any portion of the Common Areas for repairs, remodeling and or alterations, to prevent a public dedication or the accrual of prescriptive rights, or for any other reason deemed sufficient by Landlord, without liability to Landlord.

     SECTION 6.4. PARKING. Tenant shall be entitled to use its allocated share of the vehicle parking spaces on those portions of the Common Areas designated by Landlord for parking on an unreserved and unassigned basis. For purposes of this Section 6.4 Tenant’s allocated share shall mean vehicle parking spaces equal to the same portion of all vehicle parking spaces available for the Site as the ratio of Floor Area to the total rentable square

footage of the Site. Tenant shall not use more than its allocated share of vehicle parking spaces. All parking spaces shall be used only for parking of vehicles no larger than full size passenger automobiles, sports utility vehicles or pickup trucks. Tenant shall not permit or allow any vehicles that belong to or are controlled by Tenant or Tenant’s employees, suppliers, shippers, customers or invitees to be loaded, unloaded or parked in areas other than those designated by Landlord for such activities. If Tenant permits or allows any of the prohibited activities described above, then Landlord shall have the right, without notice, in addition to such other rights and remedies that Landlord may have, to remove or tow away the vehicle involved and charge the costs to Tenant. Parking within the Common Areas shall be limited to striped parking stalls, and no parking shall be permitted in any driveways, access ways or in any area which would prohibit or impede the free flow of traffic within the Common Areas. There shall be no parking of any vehicles for longer than a forty-eight (48) hour period unless otherwise authorized by Landlord, and vehicles which have been abandoned or parked in violation of the terms hereof may be towed away at the owner’s expense. Nothing contained in this Lease shall be deemed to create liability upon Landlord for any damage to motor vehicles of visitors or employees, for any loss of property from within those motor vehicles, or for any injury to Tenant, its visitors or employees, unless ultimately determined to be caused by the sole active negligence or willful misconduct of Landlord. Landlord shall have the right to establish, and from time to time amend, and to enforce against all users all reasonable rules and regulations (including the designation of areas for employee parking) that Landlord may deem necessary and advisable for the proper and efficient operation and maintenance of parking within the Common Areas. Landlord shall have the right to construct, maintain and operate lighting facilities within the parking areas; to change the area, level, location and arrangement of the parking areas and improvements therein, to restrict parking by tenants, their officers, agents and employees to employee parking areas; after the expiration of the initial 120-month Term of this Lease, to enforce parking charges (by operation of meters or otherwise); and to do and perform such other acts in and to the parking areas and improvements therein as, in the use of good business judgment, Landlord shall determine to be advisable. Any person using the parking area shall observe all directional signs and arrows and any posted speed limits. Parking areas hall be used only for parking vehicles. Washing, waxing, cleaning or servicing of vehicles, or the storage of vehicles for longer than 48-hours, is prohibited unless otherwise authorized by Landlord. Tenant shall be liable for any damage to the parking areas caused by Tenant or Tenant’s employees, suppliers, shippers, customers or invitees, including without limitation damage from excess oil leakage. Tenant shall have no right to install any fixtures, equipment or personal property in the parking areas.

     SECTION 6.5. CHANGES AND ADDITIONS BY LANDLORD. Landlord reserves the right to make alterations or additions to the Building or the Site, or to the attendant fixtures, equipment and Common Areas. Landlord may at any time relocate or remove any of the driveways, sidewalks, landscaped and planted areas and parking areas of the Common Areas, from time to time, No change shall entitle Tenant to any abatement of rent or other claim against Landlord, provided that the change does not deprive Tenant of reasonable access to or use of the Premises.

ARTICLE VII. MAINTAINING THE PREMISES

     SECTION 7.1. TENANT’S MAINTENANCE AND REPAIR. Tenant at its sole expense shall maintain and make all repairs and replacements necessary to keep the Premises and the Building in the condition as existed on the Commencement Date (or on any later date that the improvements may have been installed), excepting ordinary wear and tear, including without limitation all interior glass, doors, door closures, hardware, fixtures, electrical, plumbing, fire extinguisher equipment and other equipment installed in the Premises and all Alterations constructed by Tenant pursuant to Section 7.3 below. Any damage or deterioration of the Premises shall not be deemed ordinary wear and tear if the same could have been prevented by good maintenance practices by Tenant. As part of its maintenance obligations hereunder, Tenant shall, at Landlord’s request, provide Landlord with copies of all maintenance schedules, reports and notices prepared by, for or on behalf of Tenant All repairs and replacements shall be at least equal in quality to the original work, shall be made only by a licensed contractor approved in writing in advance by Landlord and shall be made only at the time or times approved by Landlord. Any contractor utilized by Tenant shall be subject to Landlord’s standard requirements for contractors, as modified from time to time. Landlord may impose reasonable restrictions and requirements with respect to repairs, as provided in Section 7.3, and the provisions of Section 7.4 shall apply to all repairs. Alternatively, Landlord may elect to perform any reasonable repair and maintenance of the electrical and mechanical systems and any air conditioning, ventilating or heating equipment serving the Premises and include the reasonable cost thereof as part of Tenant’s Share of Operating Expenses. If Tenant fails to properly maintain and or repair the Premises or the Building as herein provided following Landlord’s notice and the expiration of the applicable cure period (or earlier if Landlord determines that such work must be performed prior to such time in order to avoid damage to the Premises or Building or other detriment), then Landlord may elect, but shall have no obligation, to perform any repair or maintenance required hereunder on behalf of Tenant and at Tenant’s expense, and Tenant shall reimburse Landlord upon demand for all costs incurred upon submission of an invoice.

     SECTION 7.2. LANDLORD’S MAINTENANCE AND REPAIR. Subject to Section 7.1 and Article XI, Landlord shall provide service, maintenance and repair with respect to any air conditioning, ventilating or heating equipment which serves the Premises (exclusive, however, of supplemental HVAC equipment installed by Tenant and serving only the Premises) and shall maintain in good repair the roof, foundations, footings, the exterior surfaces of the exterior walls of the Building (including exterior glass), and the structural, electrical and mechanical systems, except that Tenant at its expense shall make all repairs which Landlord deems reasonably necessary as a result of the act or negligence of Tenant, its agents, employees, invitees, subtenants or contractors. Landlord shall have the right to employ or designate any reputable person or firm, including any employee or agent of Landlord or any of Landlord’s affiliates or divisions, to perform any service, repair or maintenance function. Landlord need not make any other improvements or repairs except as specifically required under this Lease, and nothing contained in this Section shall limit Landlord’s right to reimbursement from Tenant for maintenance, repair costs and replacement costs as provided elsewhere in this Lease, Tenant understands that it shall not make repairs at Landlord’s expense or

by rental offset. Tenant further understands that Landlord shall not be required to make any repairs to the roof, foundations, footings, the exterior surfaces of the exterior walls of the Building (excluding exterior glass), or structural, electrical or mechanical systems unless and until Tenant has notified Landlord in writing of the need for such repair and Landlord shall have a reasonable period of time thereafter to commence and complete said repair, if warranted. All costs of any maintenance, repairs and replacement on the part of Landlord provided hereunder shall be considered part of Site Costs. Tenant further agrees that if Tenant fails to report any such need for repair in writing within sixty (60) days of its discovery by Tenant, Tenant shall be responsible for any costs and expenses and other damages related to such repair which are in excess of those which would have resulted had such need for repair been reported to Landlord within such sixty (60) day period.

     SECTION 7.3. ALTERATIONS. Except as otherwise provided in this Section, Tenant shall make no alterations, additions, fixtures or improvements (“Alterations”)to the Premises or the Building without the prior written consent of Landlord, which consent shall not be unreasonably withheld or conditioned. Notwithstanding the foregoing, Tenant may make Alterations to the Premises costing less than Forty-Five Thousand Dollars ($45,000.00) without Landlord’s consent, provided, however, that any Alterations which change the structural, electrical or mechanical systems of the Premises, or which require a governmental permit as a prerequisite to the construction thereof, shall require Landlord’s prior written consent, which shall not be unreasonably withheld or conditioned. Notwithstanding anything to the contrary contained in either of the foregoing sentences, however, no Alterations shall: (i) affect the exterior of the Building or outside areas (or be visible from adjoining sites), or (ii) affect or penetrate any of the structural portions of the Building, including but not limited to the roof, or (iii) require any change to the basic floor plan of the Premises or any change to any structural or mechanical systems of the Premises, or (iv) fail to comply with any applicable governmental requirements, or (v) result in the Premises requiring building services beyond the level normally provided to other tenants, or (vi) interfere in any manner with the proper functioning of, or Landlord’s access to, any mechanical, electrical, plumbing or HVAC systems, facilities or equipment located in or serving the Building, or (vii) diminish the value of the Premises including, without limitation, using lesser quality materials than those existing in the Premises, or replace Standard Improvements. Further, in the event that any Alteration would result in a change from Landlord’s building standard materials and specifications for the Project (“Standard Improvements”), Tenant shall be responsible for the cost of replacing such non-standard improvement (“Non-Standard Improvement”) with the applicable Standard Improvement (“Replacements”) which Replacements shall be completed prior to the Expiration Date or earlier termination of this Lease. Landlord may impose any reasonable condition to its consent, including but not limited to a requirement that the installation and/or removal of all Alterations and Replacements be covered by a lien and completion bond satisfactory to Landlord in its sole and absolute discretion and requirements as to the manner and time of performance of such work. Landlord shall in all events, whether or not Landlord’s consent is requited, have the right to approve the contractor performing the installation and removal of Alterations and Replacements (which approval shall not be unreasonably withheld or conditioned), and Tenant shall not permit any contractor not approved by Landlord to perform any work on the Premises or on the Building. Tenant shall obtain all required permits for the installation and removal of Alterations and Replacements and shall perform the installation and removal of Alterations and Replacements in compliance with all applicable laws, regulations and ordinances, including without limitation the Americans with Disabilities Act, all covenants, conditions and restrictions affecting the Site, and the Rules and Regulations as described in Article XVII, Tenant understands and agrees that Landlord shall be entitled to a supervision fee in the amount of five percent (5%) of the cost of such Alterations either requiring a permit from the City of Irvine or affecting any mechanical, electrical, plumbing or HVAC systems, facilities or equipment located in or serving the Building. Under no circumstances shall Tenant make any Alterations or Replacements which incorporate any Hazardous Materials, including without limitation asbestos-containing construction materials into the Premises, the Building or the Common Area. If any governmental entity requires, as a condition to any proposed Alterations by Tenant, that improvements be made to the Common Areas, and if Landlord consents to such improvements to the Common Areas (which consent may be withheld in the sole and absolute discretion of Landlord), then Tenant shall, at Tenant’s sole expense, make such required improvements to the Common Areas in such manner, utilizing such materials, and with such contractors, architects and engineers as Landlord may require in its sole and absolute discretion. Any request for Landlord’s consent to any proposed Alterations shall be made in writing and shall contain architectural plans describing the work in detail reasonably satisfactory to Landlord. Landlord may elect to cause its architect to review Tenant’s architectural plans, and the reasonable cost of that review shall be reimbursed by Tenant. Should the work proposed by Tenant and consented to by Landlord modify the basic floor plan of the Premises, then Tenant shall, at its expense, furnish Landlord with as-built drawings and CAD disks compatible with Landlord’s systems and standards. Unless Landlord otherwise agrees in writing, all Alterations made or affixed to the Premises, the Building or to the Common Area (excluding moveable trade fixtures and furniture), including without limitation all Tenant Improvements constructed pursuant to the Work Letter (except as otherwise provided in the Work Letter), shall become the property of Landlord and shall be surrendered with the Premises at the end of the Term; except that Landlord may, by notice to Tenant given either prior to or following the expiration or termination of this Lease, require Tenant to remove by the Expiration Date, or sooner termination date of this Lease, or within thirty (30) days following notice to Tenant that such removal is required if notice is given following the Expiration Date or sooner termination, all or any of the Alterations installed either by Tenant or by Landlord at Tenant’s request, including without limitation all Tenant Improvements constructed pursuant to the Work Letter (except as otherwise provided in the Work Letter), and to repair any damage to the Premises, the Building or the Common Area arising from that removal and restore the Premises to their condition prior to making such Alterations.

     SECTION 7.4. MECHANIC’S LIENS. Tenant shall keep the Premises and the Site free from any liens arising out of any work performed, materials furnished, or obligations incurred by or for Tenant. Upon request by Landlord, Tenant shall promptly (but in no event later than ten (10) business days following such request) cause any such lien to be released by posting a bond in accordance with California Civil Code Section 3143 or any successor statute. In the event that Tenant shall not, within thirty (30) days following the imposition of any lien, cause the lien to be released of record by payment or posting of a proper bond, Landlord shall have, in addition to all other available remedies, the right to cause the lien to be released by any means it deems proper, including payment of or

defense against the claim giving rise to the lien. All expenses so incurred by Landlord, including Landlord’s attorneys’ fees, and any consequential or other damages incurred by Landlord arising out of such lien, shall be reimbursed by Tenant upon demand, together with interest from the date of payment by Landlord at the maximum rate permitted by law until paid. Tenant shall give Landlord no less than twenty (20) days’ prior notice in writing before commencing construction of any kind on the Premises or Common Area and shall again notify Landlord that construction has commenced, such notice to be given on the actual date on which construction commences, so that Landlord may post and maintain notices of nonresponsibility on the Premises or Common Area, as applicable, which notices Landlord shall have the right to post and which Tenant agrees it shall not disturb. Tenant shall also provide Landlord notice in writing within ten (10) days following the date on which such work is substantially completed. The provisions of this Section shall expressly survive the expiration or sooner termination of this Lease.

     SECTION 7.5. ENTRY AND INSPECTION. Landlord shall at all reasonable times, upon at least 24 hours’ prior written or oral notice (except in emergencies, when no notice shall be required) have the right to enter the Premises to inspect them, to supply services in accordance with this Lease, to have access to install, repair, maintain, replace or remove all electrical and mechanical installations of Landlord and to protect the interests of Landlord in the Premises, and to submit the Premises to prospective or actual purchasers or encumbrance holders (or, during the last one hundred and eighty (180) days of the Term or when an uncured Tenant Event of Default exists, to prospective tenants), all without being deemed to have caused an eviction of Tenant and without abatement of rent except as provided elsewhere in this Lease. Landlord shall have the right, if desired, to retain a key which unlocks all of the doors in the Premises, excluding Tenant’s vaults and safes, and Landlord shall have the right to use any and all means which Landlord may deem proper to open the doors in an emergency in order to obtain entry to the Premises, and any entry to the Premises obtained by Landlord shall not under any circumstances be deemed to be a forcible or unlawful entry into, or a detainer of, the Premises, or any eviction of Tenant from the Premises.

     ARTICLE VIII. TAXES AND ASSESSMENTS ON TENANT’S PROPERTY

     Tenant shall be liable for and shall pay, at least ten (10) days before delinquency, all taxes and assessments levied against all personal property of Tenant located in the Premises, and, if required by Landlord, against all Non Standard Improvements to the Premises (as defined in Section 7.3) made by Landlord or Tenant, and against any Alterations (as defined in Section 7.3) made to the Premises or the Building by or on behalf of Tenant. If requested by Landlord, Tenant shall cause its personal property, Non-Standard Improvements and Alterations to be assessed and billed separately from the real property of which the Premises form a part. If any taxes required to be paid by Tenant on Tenant’s personal property, Non-Standard Improvements and/or Alterations are levied against Landlord or Landlord’s property and if Landlord pays the same, or if the assessed value of Landlord’s property is increased by the inclusion of a value placed upon the personal property, Non-Standard Improvements and/or Alterations and if Landlord pays the taxes based upon the increased assessment, Landlord shall have the right to require that Tenant pay to Landlord the taxes so levied against Landlord or the proportion of the taxes resulting from the increase in the assessment. In calculating what portion of any tax bill which is assessed against Landlord separately, or Landlord and Tenant jointly, is attributable to Tenant’s Non-Standard Improvements, Alterations and personal property, Landlord’s reasonable determination shall be conclusive.

ARTICLE IX. ASSIGNMENT AND SUBLETTING

     SECTION 9.1. RIGHTS OF PARTIES,

     (a) Notwithstanding any provision of this Lease to the contrary, and except as to transfers expressly permitted without Landlord’s consent pursuant to Section 9.4, Tenant will not, either voluntarily or by operation of law, assign, sublet, encumber, or otherwise transfer all or any part of Tenant’s interest in this Lease or the Premises, or permit the Premises to be occupied by anyone other than Tenant, without Landlord’s prior written consent, which consent shall not unreasonably be withheld in accordance with the provisions of Section 9.1(b). No assignment (whether voluntary, involuntary or by operation of law) and no subletting shall be valid or effective without Landlord’s prior written consent and, at Landlord’s election, any such assignment or subletting shall be void and of no force and effect and any such assignment or subletting shall constitute an Event of Default of this Lease. Landlord shall not be deemed to have given its consent to any assignment or subletting by any course of action other than written consent. To the extent not prohibited by provisions of the Bankruptcy Code, 11 U.S.C. Section 101 et seq. (the “Bankruptcy Code”), including Section 365(f)(1), Tenant on behalf of itself and its creditors, administrators and assigns waives the applicability of Section 365(e) of the Bankruptcy Code unless the proposed assignee of the Trustee for the estate of the bankrupt meets Landlord’s standard for consent as set forth in Section 9.1(b) of this Lease. If this Lease is assigned to any person or entity pursuant to the provisions of the Bankruptcy Code, any and all monies or other considerations to be delivered in connection with the assignment shall be delivered to Landlord, shall be and remain the exclusive property of Landlord and shall not constitute property of Tenant or of the estate of Tenant within the meaning of the Bankruptcy Code. Any person or entity to which this Lease is assigned pursuant to the provisions of the Bankruptcy Code shall be deemed to have assumed all of the obligations arising under this Lease on and after the date of the assignment, and shall upon demand execute and deliver to Landlord an instrument confirming that assumption.

     (b) If Tenant desires to transfer an interest in this Lease or the Premises, it shall first notify Landlord of its desire and shall submit in writing to Landlord (i) the name and address of the proposed transferee; (ii) the nature of any proposed transferee’s business to be carried on in the Premises; (iii) the terms and provisions of any proposed sublease, assignment or other transfer, including a copy of the proposed assignment, sublease or transfer form; (iv) evidence that the proposed assignee, subtenant or transferee will comply with the requirements of Exhibit D hereto; (v) a completed Environmental Questionnaire from the proposed assignee, subtenant or transferee; (vi) any other information requested by Landlord and reasonably related to the transfer and (vii) the fee described in Section 9.1(e). Except as provided in Section 9.1 (c), Landlord shall not unreasonably withhold its consent,

provided that the parties agree that it shall be reasonable for Landlord to withhold its consent if: (1) the use of the Premises will not be consistent with the provisions of this Lease, (2) the proposed assignee or subtenant has been required by any prior landlord, lender or governmental authority to take remedial action in connection with Hazardous Materials contaminating a property arising out of the proposed assignee’s or subtenant’s actions or use of the property in question or is subject to any enforcement order issued by any governmental authority in connection with the use, disposal or storage of a Hazardous Material, (3) insurance requirements of the proposed assignee or subtenant may not be brought into conformity with Landlord’s then current leasing practice, (4) a proposed assignee has not demonstrated to the reasonable satisfaction of Landlord that it is financially responsible or has failed to submit to Landlord all reasonable information as requested by Landlord concerning the proposed assignee, including, but not limited to, current statements of income or profit and loss of the proposed assignee, (5) the proposed assignee or subtenant is a prospect with whom Landlord is negotiating to become a tenant at the Site, or (6) the proposed transfer will impose additional burdens or adverse tax effects on Landlord. If Tenant has any exterior sign rights under this Lease, such rights are personal to Tenant and may not be assigned or transferred to any assignee of this Lease or subtenant of the Premises without Landlord’s prior written consent, which may be withheld in Landlord’s sole and absolute discretion.

     If Landlord consents to the proposed transfer, Tenant may within ninety (90) days after the date of the consent effect the transfer upon the terms described in the information furnished to Landlord, provided that any material change in the terms shall be subject to Landlord’s consent as set forth in this Section 9.1. Landlord shall approve or disapprove any requested transfer within thirty (30) days following receipt of Tenant’s written request, the information set forth above, and the fee set forth below.

     (c) Notwithstanding the provisions of Section 9.1(b) above, in lieu of consenting to a proposed assignment or subletting, Landlord may elect, within the thirty (30) day period permitted for Landlord to approve or disapprove a requested transfer, to (i) sublease the Premises (or the portion proposed to be subleased), or take an assignment of Tenant’s interest in this Lease, upon substantially the same terms as offered to the proposed subtenant or assignee (excluding terms relating to the purchase of personal property, the use of Tenant’s name or the continuation of Tenant’s business), or (ii) terminate this Lease as to the portion of the Premises proposed to be subleased or assigned with a proportionate abatement in the rent payable under this Lease, effective thirty (30) days’ following written notice by Landlord of its election to so sublease or terminate. Landlord may thereafter, at its option, assign, sublet or re-let any space so sublet, obtained by assignment or obtained by termination to any third party, including without limitation the proposed transferee of Tenant.

     (d) In the event that Landlord approves the requested assignment or subletting, Tenant agrees that fifty percent (50%) of any amounts paid by the assignee or subtenant, however descnied, in excess of (i) the Basic Rent payable by Tenant hereunder, or in the case of a sublease of a portion of the Premises, in excess of the Basic Rent reasonably allocable to such portion as determined by Landlord, plus (ii) Tenants direct out-of-pocket costs which Tenant certifies to Landlord have been paid to provide occupancy related services to such assignee or subtenant of a nature commonly provided by landlords of similar space, shall be the property of Landlord and such amounts shall be payable directly to Landlord by the assignee or subtenant or, at Landlord’s option, by Tenant within ten (10) days of Tenant’s receipt thereof. Landlord shall have the right to review or audit the books and records of Tenant, or have such books and records reviewed or audited by an outside accountant, to confirm any such direct out-of-pocket costs. In the event that such direct out-of-pocket costs claimed by Tenant are overstated by more than five percent (5%), Tenant shall reimburse Landlord for any of Landlord’s costs related to such review or audit At Landlord’s request, a written agreement shall be entered into by and among Tenant, Landlord and the proposed assignee or subtenant confirming the requirements of this Section 9.1 (d).

     (e) Tenant shall pay to Landlord a fee equal to the greater of (i) Landlord’s actual costs related to such assignment, subletting or other transfer or (ii) Five Hundred Dollars ($500.00), to process any request by Tenant for an assignment, subletting or other transfer under this Lease. Tenant shall pay Landlord the sum of Five Hundred Dollars ($500 00) concurrently with Tenant’s request for consent to any assignment, subletting or other transfer, and Landlord shall have no obligation to consider such request unless accompanied by such payment. Tenant shall pay Landlord upon demand any costs in excess of such payment to the extent Landlord’s actual costs related to such request exceeds $500.00. Such fee is hereby acknowledged as a reasonable amount to reimburse Landlord for its costs of review and evaluation of a proposed transfer.

     SECTION 9.2. EFFECT OF TRANSFER. No subletting or assignment, even with the consent of Landlord, shall relieve Tenant of its obligation to pay rent and to perform all its other obligations under this Lease. Moreover, Tenant shall indemnify and hold Landlord harmless, as provided in Section 10.3, for any act or omission by an assignee or subtenant. Each assignee, other than Landlord, shall assume all obligations of Tenant under this Lease and shall be liable jointly and severally with Tenant for the payment of all rent, and for the due performance of all of Tenant’s obligations, under this Lease. No assignment or subletting shall be effective or binding on Landlord unless documentation in form and substance satisfactory to Landlord in its reasonable discretion evidencing the transfer, and in the case of an assignment, the assignee’s assumption of the obligations of Tenant under this Lease, is delivered to Landlord and both the assignee/subtenant and Tenant deliver to Landlord an executed consent to transfer instrument prepared by Landlord and consistent with the requirements of this Article. The acceptance by Landlord of any payment due under this Lease from any other person shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be a consent to any transfer. Consent by Landlord to one or more transfers shall not operate as a waiver or estoppel to the future enforcement by Landlord of its rights under this Lease or as a consent to any subsequent transfer.

     SECTION 9.3. SUBLEASE REQUIREMENTS. The following terms and conditions shall apply to any subletting by Tenant of all or any part of the Premises and shall be deemed included in each sublease:

     (a) Each and every provision contained in this Lease (other than with respect to the payment of rent hereunder) is incorporated by reference into and made a part of such sublease, with “Landlord” hereunder meaning the sublandlord therein and “Tenant” hereunder meaning the subtenant therein.

     (b) Tenant hereby irrevocably assigns to Landlord all of Tenant’s interest in all rentals and income arising from any sublease of the Premises, and Landlord may collect such rent and income and apply same toward Tenant’s obligations under this Lease; provided, however, that until there is an Event of Default by Tenant, Tenant shall have the right to receive and collect the sublease rentals. Landlord shall not, by reason of this assignment or the collection of sublease rentals, be deemed liable to the subtenant for the performance of any of Tenant’s obligations under the sublease. Tenant hereby irrevocably authorizes and directs any subtenant, upon receipt of a written notice from Landlord stating that an uncured Event of Default exists in the performance of Tenant’s obligations under this Lease, to pay to Landlord all sums then and thereafter due under the sublease. Tenant agrees that the subtenant may rely on that notice without any duty of further inquiry and notwithstanding any notice or claim by Tenant to the contrary. Tenant shall have no right or claim against the subtenant or Landlord for any rentals so paid to Landlord.

     (c) In the event of the termination of this Lease for any reason, including without limitation as the result of an Event of Default by Tenant or by the mutual agreement of Landlord and Tenant, Landlord may, at its sole option, take over Tenant’s entire interest in any sublease and, upon notice from Landlord, the subtenant shall attorn to Landlord. In no event, however, shall Landlord be liable for any previous act or omission by Tenant under the sublease or for the return of any advance rental payments or deposits under the sublease that have not been actually delivered to Landlord, nor shall Landlord be bound by any sublease modification executed without Landlord’s consent or for any advance rental payment by the subtenant in excess of one month’s rent. The general provisions of this Lease, including without limitation those pertaining to insurance and indemnification, shall be deemed incorporated by reference into the sublease despite the termination of this Lease. In the event Landlord does not elect to take over Tenant’s interest in a sublease in the event of any such termination of this Lease, such sublease shall terminate concurrently with the termination of this Lease and such subtenant shall have no further rights under such sublease and Landlord shall have no obligations to such subtenant.

     SECTION 9.4. CERTAIN TRANSFERS. The following shall be deemed to constitute an assignment of this Lease; (a) the sale of all or substantially all of Tenant’s assets (other than bulk sales in the ordinary course of business), (b) if Tenant is a corporation, an unincorporated association, a limited liability company or a partnership, the transfer, assignment or hypothecation of any stock or interest in such corporation, association, limited liability company or partnership in excess of fifty percent (50%) in the aggregate (except for publicly traded shares of stock constituting a transfer of in excess of fifty percent (50%) in the aggregate, so long as no change in the controlling interest of Tenant occurs as a result thereof), or (c) any other direct or indirect change of control of Tenant. Notwithstanding the foregoing, Landlord’s consent shall not be required for the assignment of this Lease as a result of a merger by Tenant with or into another entity or a reorganization of Tenant (collectively, a “Permitted Transfer”), so long as (i) the net worth of the successor or reorganized entity after such Permitted Transfer is at least equal to the greater of the net worth of Tenant as of the execution of this Lease by Landlord or the net worth of Tenant immediately prior to the date of such Permitted Transfer, evidence of which, reasonably satisfactory to Landlord, shall be presented to Landlord prior to Permitted Transfer, (ii) Tenant shall provide to Landlord, prior to such Permitted Transfer, written notice of such Permitted Transfer and such assignment documentation and other information as Landlord may reasonably require in connection therewith, and (iii) all of the other terms and requirements Section 9.2 and 9.3 shall apply with respect to such assignment.

ARTICLE X. INSURANCE AND INDEMNITY

     SECTION 10.1. TENANT’S INSURANCE. Tenant, at its sole cost and expense, shall provide and maintain in effect the insurance described in Exhibit D. Evidence of that insurance must be delivered to Landlord prior to the Commencement Date.

     SECTION 10.2. LANDLORD’S INSURANCE. Landlord may, at its election, provide any or all of the following types of insurance, with or without deductible and in amounts and coverages as may be determined by Landlord in its sole and absolute discretion: property insurance, subject to standard exclusions, covering the Building and/or Site, and such other risks as Landlord or its mortgagees may from time to time deem appropriate, including coverage for the Tenant improvements constructed by Landlord pursuant to the Work Letter (if any) attached hereto, and commercial general liability coverage. Landlord shall not be required to carry insurance of any kind on Tenant’s Alterations or on Tenant’s other property, including, without limitation, trade fixtures, furnishings, equipment, signs and all other items of personal property, and shall not be obligated to repair or replace that property should damage occur. All proceeds of insurance maintained by Landlord upon the Building and or Site shall be the property of Landlord, whether or not Landlord is obligated to or elects to make any repairs. At Landlord’s option, Landlord may self-insure all or any portion of the risks for which Landlord elects to provide insurance hereunder.

     SECTION 10.3. JOINT INDEMNITY.

     (a) To the fullest extent permitted by law, Tenant shall defend, indemnity, protect, save and hold harmless Landlord, its agents, and any and all affiliates of Landlord, including, without limitation, any corporations or other entities controlling, controlled by or under common control with Landlord, from and against any and all claims, liabilities, costs or expenses arising either before or after the Commencement Date from Tenant’s use or occupancy of the Premises, the Building or the Common Areas, including, without limitation, the use by Tenant, its agents, employees, invitees or licensees of any recreational facilities within the Common Areas, or from the conduct of its business, or from any activity, work, or thing done, permitted or suffered by Tenant or its agents, employees, invitees or licensees in or about the Premises, the Building or the Common Areas, or from any Event of Default in

the performance of any obligation on Tenant’s part to be performed under this Lease, or from any act or negligence of Tenant or its agents, employees, visitors, patrons, guests, invitees or licensees. Landlord may, at its option, require Tenant to assume Landlord’s defense in any action covered by this Section through counsel satisfactory to Landlord. The provisions of this Section shall expressly survive the expiration or sooner termination of this Lease. Tenant’s obligations under this Section shall not apply in the event that the claim, liability, cost or expense is caused solely by the active negligence or willful misconduct of Landlord.

     (b) To the fullest extent permitted by law, but subject to the express limitations on liability contained in this Lease (including, without limitation, the provisions of Sections 10.4, 10.5 and 14.8 of this Lease), Landlord shall defend, indemnify, protect, save and hold harmless Tenant, its agents and any and all affiliates of Tenant, including without limitation, any corporations, or other entities controlling, controlled by or under common control with Tenant, from and against any and all claims, liabilities, costs or expenses arising either before or after the Commencement Date from the active negligence or willful misconduct of Landlord, its employees or authorized agents in connection with the operation, maintenance or repair of the Common Areas of the Site. The provisions of this Subsection 10.3(b) shall expressly survive the expiration or sooner termination of this Lease.

     SECTION 10.4. LANDLORD’S NONLIABILITY. Landlord shall not be liable to Tenant, its employees, agents and invitees, and Tenant hereby waives all claims against Landlord and knowingly assumes the risk of for loss of or damage to any property, or loss or interruption of business or income, or any other loss, cost, damage, injury or liability whatsoever (including without limitation any consequential damages and lost profit or opportunity costs) resulting from, but not limited to, Acts of God, acts of civil disobedience or insurrection, acts or omissions of third parties and or of other tenants within the Site or their agents, employees, contractors, guests or invitees, fire, explosion, falling plaster, steam, gas, electricity, water or rain which may leak or flow from or into any part of the Premises or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances, plumbing, air conditioning, electrical works, roof, windows or other fixtures in the Building, whether the damage or injury results from conditions arising in the Premises or in the Building. It is understood that any such condition may require the temporary evacuation or closure of all or a portion of the Building. Landlord shall have no liability (including without limitation consequential damages and lost profit or opportunity costs) and, except as provided in Sections 11.1 and 12.1 below, there shall be no abatement of rent, by reason of any injury to or interference with Tenant’s business arising from the making of any repairs, alterations or improvements to any portion of the Building, including repairs to the Premises, nor shall any related activity by Landlord constitute an actual or constructive eviction, provided, however, that in making repairs, alterations or improvements, Landlord shall interfere as little as reasonably practicable with the conduct of Tenant’s business in the Premises. Should Tenant elect to receive any service or products from a concessionaire, licensee or third party tenant of Landlord, Landlord shall have no liability for any services or products so provided or for any breach of contract by such third party provider. Neither Landlord nor its agents shall be liable for interference with light or other similar intangible interests. Tenant shall immediately notify Landlord in case of fire or accident in the Premises, the Building or the Site and of defects in any improvements or equipment.

     SECTION 10.5. WAIVER OF SUBROGATION. Landlord and Tenant each hereby waives all rights of recovery against the other and the other’s agents on account of loss and damage occasioned to the property of such waiving party to the extent that the waiving party is entitled to proceeds for such loss or damage under any property insurance policies earned or required to be earned by the provisions of this Lease, provided however, that the foregoing waiver shall not apply to the extent of Tenant’s obligations to pay deductibles under any such policies and this Lease. By this waiver it is the intent of the parties that neither Landlord nor Tenant shall be liable to any insurance company (by way of subrogation or otherwise) insuring the other party for any loss or damage insured against under any property insurance policies contemplated by this Lease, even though such loss or damage might be occasioned by the negligence of such party, its agents, employees, contractors, guests or invitees.

ARTICLE XI. DAMAGE OR DESTRUCTION

     SECTION 11.1. RESTORATION.

     (a) If more than twenty-five percent (25%) of the Premises or the Building are damaged by any fire, flood, earthquake or other casualty, Landlord shall have the right to terminate this Lease upon Written notice to Tenant if: (i) Landlord reasonably determines that proceeds necessary to pay the full cost of repair are not available from Landlord’s insurance, including without limitation earthquake insurance, plus such additional amounts Tenant elects, at its option, to contribute, excluding however the deductible (for which Tenant shall be responsible for Tenant’s Share), (ii) Landlord reasonably determines that the Premises cannot, with reasonable diligence, be fully repaired by Landlord (or cannot be safely repaired because of the presence of hazardous factors, including without limitation Hazardous Materials, earthquake faults, and other similar dangers) within two hundred seventy (270) days after the date of the damage, (iii) an uncured Event of Default by Tenant has occurred, or (iv) the material damage occurs during the final twelve (12) months of the Term. Landlord shall notify Tenant in writing (“Landlord’s Notice”) within sixty (60) days after the damage occurs as to (A) whether Landlord is terminating this Lease as a result of such material damage and (B) if Landlord is not terminating this Lease, the number of days within which Landlord has estimated that the Premises, with reasonable diligence, are likely to be fully repaired. In the event Landlord elects to terminate this Lease, this Lease shall terminate as of the date specified for termination by Landlord’s Notice (which termination date shall in no event be later than sixty (60) days following the date of the damage, or, if no such date is specified, such termination shall be the date of Landlord’s Notice).

     (b) If Landlord has the right to terminate this Lease pursuant to Section 11.1 (a) and does not elect to so terminate this Lease, and provided that at the time of Landlord’s Notice neither an Event of Default exists nor has Landlord delivered Tenant a notice of any failure by Tenant to fulfill an obligation under this Lease which, unless cured by Tenant within the applicable grace period, would constitute an Event of Default, then within ten (10) days

following delivery of Landlord’s Notice pursuant to Section 11.1(a), Tenant may elect to terminate this Lease by written notice to Landlord, but only if (i) Landlord’s Notice specifies that Landlord has determined that the Premises cannot be repaired, with reasonable diligence, within two hundred seventy (270) days after the date of damage or (ii) the casualty has occurred within the final twelve (12) months of the Term and such material damage has a materially adverse impact on Tenant’s continued use of the Premises. If Tenant fails to provide such termination notice within such ten (10) day period, Tenant shall be deemed to have waived any termination right under this Section 11.1(b) or any other applicable law.

     (c) In the event that neither Landlord nor Tenant terminates this Lease pursuant to this Section 11.1 as a result of material damage to the Building or Premises resulting from a casually, Landlord shall repair all material damage to the Premises or the Building as soon as reasonably possible and this Lease shall continue in effect for the remainder of the Term. Subject to any provision to the contrary in the Work Letter, such repair by Landlord shall include repair of material damage to the Tenant Improvements constructed pursuant to the Work Letter, so long as insurance proceeds from insurance required to be carried by Tenant are made available to Landlord. Landlord shall have the right, but not the obligation, to repair or replace any other leasehold improvements made by Tenant or any Alterations (as defined in Section 7.3) constructed by Tenant. If Landlord elects to repair or replace such leasehold improvements and/or Alterations, all insurance proceeds available for such repair or replacement shall be made available to Landlord. Landlord shall have no liability to Tenant in the event that the Premises or the Building has not been fully repaired within the time period specified by Landlord in Landlord’s Notice to Tenant as described in Section 11.1(a), Notwithstanding the foregoing, the repair of damage to the Premises to the extent such damage is not material shall be governed by Sections 7.1 and 7.2.

     (d) Commencing on the date of such material damage to the Building, and ending on the sooner of the date the damage is repaired or the date this Lease is terminated, the rental to be paid under this Lease shall be abated in the same proportion that the Floor Area of the Premises that is rendered unusable by the damage from time to time bears to the total Floor Area of the Premises, as determined by Landlord, but only to the extent that any business interruption insurance proceeds are received by Landlord therefor from Tenant’s insurance described in Exhibit D.

     (e) Landlord shall not be required to repair or replace any improvements or fixtures that Tenant is obligated to repair or replace pursuant to Section 7.1 or any other provision of this Lease and Tenant shall continue to be obligated to so repair or replace any such improvements or fixtures, notwithstanding any provisions to the contrary in this Article XI. In addition, but subject to the provisions of Section 10.5, in the event the damage or destruction to the Premises or Building are due in substantial part to the fault or neglect of Tenant or its employees, subtenants, invitees or representatives, the costs of such repairs or replacement to the Premises or Building shall be borne by Tenant and in addition, Tenant shall not be entitled to terminate this Lease as a result, notwithstanding the provisions of Section 11.1(b).

     (f) Tenant shall fully cooperate with Landlord in removing Tenant’s personal property and any debris from the Premises to facilitate all inspections of the Premises and the making of any repairs. Notwithstanding anything to the contrary contained in this Lease, if Landlord in good faith believes there is a risk of injury to persons or damage to property from entry into the Building or Premises following any damage or destruction thereto, Landlord may restrict entry into the Building or the Premises by Tenant, its employees, agents and contractors in a non-discriminatory manner, without being deemed to have violated Tenant’s rights of quiet enjoyment to, or made an unlawful detainer of, or evicted Tenant from, the Premises. Upon request, Landlord shall consult with Tenant to determine if there are safe methods of entry into the Building or the Premises solely in order to allow Tenant to retrieve files, data in computers, and necessary inventory, subject however to all indemnities and waivers of liability from Tenant to Landlord contained in this Lease and any additional indemnities and waivers of liability which Landlord may require.

     SECTION 11.2. LEASE GOVERNS. Tenant agrees that the provisions of this Lease, including without limitation Section 11.1, shall govern any damage or destruction and shall accordingly supersede any contrary statute or rule of law.

ARTICLE XII. EMINENT DOMAIN

     SECTION 12.1. TOTAL OR PARTIAL TAKING. If more than twenty-five percent (25%) of the Premises is taken by any lawful authority by exercise of the right of eminent domain, or sold to prevent a taking, either Tenant or Landlord may terminate this Lease effective as of the date possession is required to be surrendered to the authority. In the event neither party has elected to terminate this Lease as provided above, then Landlord shall promptly, after receipt of the condemnation award, proceed to restore the Premises to substantially their condition prior to the taking, and a proportionate allowance shall be made to Tenant for the rent corresponding to the time during which, and to the part of the Premises of which, Tenant is deprived on account of the taking and restoration. In the event of a taking, Landlord shall be entitled to the entire amount of the condemnation award without deduction for any estate or interest of Tenant; provided that nothing in this Section shall be deemed to give Landlord any interest in, or prevent Tenant from seeking any award against the taking authority for, the taking of personal property and fixtures belonging to Tenant or for relocation or business interruption expenses recoverable from the taking authority.

     SECTION 12.2. TEMPORARY TAKING. No temporary taking of the Premises shall terminate this Lease or give Tenant any right to abatement of rent, and any award specifically attributable to a temporary taking of the Premises shall belong entirely to Tenant. A temporary taking shall be deemed to be a taking of the use or occupancy of the Premises for a period of not to exceed ninety (90) days.

     SECTION 123. TAKING OF PARKING AREA. In the event there shall be a taking of the parking area of the Site such that more than ten percent (10%) of the vehicle parking spaces are taken, Landlord may substitute reasonably equivalent parking in a location reasonably close to the Building; provided that if Landlord fails to make that substitution within ninety (90) days following the taking and if the taking materially impairs Tenant’s use and enjoyment of the Premises, Tenant may, at its option, terminate this Lease by written notice to Landlord. If this Lease is not so terminated by Tenant, there shall be no abatement of rent and this Lease shall continue in effect.

ARTICLE XIII. SUBORDINATION; ESTOPPEL CERTIFICATE; FINANCIALS

     SECTION 13.1. SUBORDINATION. At the option of Landlord or any lender of Landlord’s that obtains a security interest in the Building, this Lease shall be either superior or subordinate to all ground or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as no Event of Default exists under this Lease, Tenant’s possession and quiet enjoyment of the Premises shall not be disturbed and this Lease shall not terminate in the event of termination of any such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. Tenant shall execute and deliver any commercially reasonable documents or agreements requested by Landlord or such lessor or lender which provide Tenant with the non-disturbance protections set forth in this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, upon written request of Landlord, execute and deliver those commercially reasonable instruments as may be reasonably required from time to time to subordinate the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust (provided that such instruments include the nondisturbance and attornment provisions set forth above), or, if requested by Landlord, to subordinate, in whole or in part, any ground or underlying lease or the lien of any mortgage or deed of trust to this Lease. Tenant agrees that any purchaser at a foreclosure sale or lender taking title under a deed-in-lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of the security deposit to the extent it is not actually received by such purchaser or bound by any rent paid for more than the current month in which the foreclosure occurred.

     SECTION 13.2. ESTOPPEL CERTIFICATE.

     Upon not less than ten (10) days prior written request, Landlord and Tenant agree to execute, acknowledge and deliver to the requesting party, in any form that may be reasonably required, a statement writing (i) certifying that this Lease is unmodified and in full force and effect (or, if modified, stating the nature of the modification and certifying that this Lease, as modified, is in full force and effect) and the dates to which the rental, additional rent and other charges have been paid in advance, if any, and (ii) acknowledging that, to such party’s knowledge, there are no uncured defaults on the part of the requesting party, or specifying each default if any are claimed, and (iii) setting forth all further information the requesting party may reasonably require. Such statement may be relied upon by any third party for whose benefit such statement is being issued, including, without limitation, any prospective purchaser or encumbrancer of all or any portion of the Building or Site.

     SECTION 13.3. FINANCIALS.

     (a) Tenant shall deliver to Landlord, prior to the execution of this Lease and thereafter at any time upon Landlord’s request, Tenant’s current tax returns and financial statements, certified true, accurate and complete by the chief financial officer of Tenant, including a balance sheet and profit and loss statement for the most recent prior year, or, in the event Tenant is a publicly traded corporation on a nationally recognized stock exchange, Tenant’s current financial reports filed with the Securities and Exchange Commission (collectively, the “Statements”), which Statements shall accurately and completely reflect the financial condition of Tenant. Landlord agrees that it will keep the Statements confidential, except that Landlord shall have the right to deliver the same to any proposed purchaser of the Building or Site, and to any encumbrancer of all or any portion of the Building or Site.

     (b) Tenant acknowledges that Landlord is relying on the Statements in its determination to enter into this Lease, and Tenant represents to Landlord, which representation shall be deemed made on the date of this Lease and again on the Commencement Date, that no material change in the financial condition of Tenant, as reflected in the Statements, has occurred since the date Tenant delivered the Statements to Landlord. The Statements are represented and warranted by Tenant to be correct and to accurately and fully reflect Tenant’s true financial condition as of the date of submission by any Statements to Landlord.

ARTICLE XIV. EVENTS OF DEFAULT AND REMEDIES

     SECTION 14.1. TENANT’S DEFAULTS. In addition to any other breaches of this Lease which are defined as Events of Default in this Lease, the occurrence of any one or more of the following events shall constitute an Event of Default by Tenant

     (a) The failure by Tenant to make any payment of Basic Rent or additional rent required to be made by Tenant, as and when due, where the failure continues for a period of three (3) days after written notice from Landlord to Tenant; provided, however, that any such notice shall be in lieu of, and not in addition to, any notice required under California Code of Civil Procedure Section 1161 and 1161(a) as amended. For purposes of these

Events of Default and remedies provisions, the term “additional rent” shall be deemed to include all amounts of any type whatsoever other than Basic Rent to be paid by Tenant pursuant to the terms of this Lease.

     (b) The assignment, sublease, encumbrance or other transfer of this Lease by Tenant, either voluntarily or by operation of law, whether by judgment, execution, transfer by intestacy or testacy, or other means, without the prior written consent of Landlord when consent is required by this Lease.

     (c) The discovery by Landlord that any financial statement provided by Tenant, or by any affiliate, successor or guarantor of Tenant, was materially false.

     (d) The failure of Tenant to timely and fully provide any subordination agreement, estoppel certificate or financial statements in accordance with the requirements of Article XIII.

     (e) The failure or inability by Tenant to observe or perform any of the express or implied covenants or provisions of this Lease to be observed or performed by Tenant, other than as specified in this Section 14.1, where the failure continues for a period of thirty (30) days after written notice from Landlord to Tenant or such shorter period as is specified in any other provision of this Lease; provided, however, that any such notice shall be in lieu of, and not in addition to, any notice required under California Code of Civil Procedure Section 1161 and 1161(a) as amended. However, if the nature of the failure is such that more than thirty (30) days are reasonably required for its cure, then Tenant shall not be deemed to have committed an Event of Default if Tenant commences the cure within thirty (30) days, and thereafter diligently pursues the cure to completion.

     (f) (i) The making by Tenant of any general assignment for the benefit of creditors; (ii) the filing by or against Tenant of a petition to have Tenant adjudged a Chapter 7 debtor under the Bankruptcy Code or to have debts discharged or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Tenant, the same is dismissed within thirty (30) days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Tenant’s assets located at the Premises or of Tenant’s interest in this Lease, if possession is not restored to Tenant within thirty (30) days; (iv) 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 the seizure is not discharged within thirty (30) days; (v) Tenant’s convening of a meeting of its creditors for the purpose of effecting a moratorium upon or composition of its debts or (vi) the failure of Tenant to pay its material obligations to creditors as and when they become due and payable, other than as a result of a good faith dispute by Tenant as to the amount due to such creditors. Landlord shall not be deemed to have knowledge of any event described in this Section 14.1(f) unless notification in writing is received by Landlord, nor shall there be any presumption attributable to Landlord of Tenant’s insolvency. In the event that any provision of this Section 14.1(f) is contrary to applicable law, the provision shall be of no force or effect.

     SECTION 14.2. LANDLORD’S REMEDIES.

     (a) If an Event of Default by Tenant occurs, then in addition to any other remedies available to Landlord, Landlord may exercise the following remedies:

          (i) Landlord may 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. Such termination shall not affect any accrued obligations of Tenant under this Lease. Upon termination, Landlord shall have the right to reenter the Premises and remove all persons and property. Landlord shall also be entitled to recover from Tenant:

               (1) The worth at the time of award of the unpaid Basic Rent and additional rent which had been earned at the time of termination;

               (2) The worth at the time of award of the amount by which the unpaid Basic Rent and additional rent which would have been earned after termination until the time of award exceeds the amount of such loss that Tenant proves could have been reasonably avoided;

               (3) The worth at the time of award of the amount by which the unpaid Basic Rent and additional rent for the balance of the Term after the time of award exceeds the amount of such loss that Tenant proves could be reasonably avoided;

               (4) Any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant’s failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result from Tenant’s Event of Default, including, but not limited to, the cost of recovering possession of the Premises, refurbishment of the Premises, marketing costs, commissions and other expenses of reletting, including necessary repair, the unamortized portion of any tenant improvements and brokerage commissions funded by Landlord in connection with this Lease, reasonable attorneys’ fees, and any other reasonable costs; and

               (5) At Landlord’s election, all other amounts in addition to or in lieu of the foregoing as may be permitted by law. The term “rent” as used in the Lease shall be deemed to mean the Basic Rent, Tenant’s Share of Operating Expenses and any other sums required to be paid by Tenant to Landlord pursuant to the terms of this Lease, including, without limitation, any sums that may be owing from Tenant pursuant to Section 4.3 of this Lease. Any sum, other than Basic Rent, shall be computed on the basis of the average monthly amount accruing during the twenty-four (24) month period immediately prior to the Event of Default, except that if it becomes necessary to compute such rental before the twenty-four (24) month period has occurred, then the

computation shall be on the basis of the average monthly amount during the shorter period. As used in Sections 14.2(a)(i) (1) and (2) above, the “worth at the time of award” shall be computed by allowing interest at the rate of ten percent (10%) per annum. As used in Section 14.2(a)(i)(3) above, the “worth at the time of award” shall be computed by discounting the amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent (1%).

          (ii) Landlord may elect not to terminate Tenant’s right to possession of the Premises, in which event Landlord may continue to enforce all of its rights and remedies under this Lease, including the right to collect all rent as it becomes due. Efforts by the Landlord to maintain, preserve or relet the Premises, or the appointment of a receiver to protect the Landlord’s interests under this Lease, shall not constitute a termination of the Tenant’s right to possession of the Premises. In the event that Landlord elects to avail itself of the remedy provided by this Section 14.2(a)(ii), Landlord shall not unreasonably withhold or condition its consent to an assignment or subletting of the Premises subject to the reasonable standards for Landlord’s consent as are contained in this Lease.

     (b) Landlord shall be under no obligation to observe or perform any covenant of this Lease on its part to be observed or performed which accrues after the date of any Event of Default by Tenant unless and until the Event of Default is cured by Tenant, it being understood and agreed that the performance by Landlord of its obligations under this Lease are expressly conditioned upon Tenant’s full and timely performance of its obligations under this Lease. The various rights and remedies reserved to Landlord in this Lease or otherwise shall be cumulative and, except as otherwise provided by California law, Landlord may pursue any or all of its rights and remedies at the same time.

     (c) No delay or omission of Landlord to exercise any right or remedy shall be construed as a waiver of the right or remedy or of any breach or Event of Default by Tenant. The acceptance by Landlord of rent shall not be a (i) waiver of any preceding breach or Event of Default by Tenant of any provision of this Lease, other than the failure of Tenant to pay the particular rent accepted, regardless of Landlord’s knowledge of the preceding breach or Event of Default at the time of acceptance of rent, or (ii) a waiver of Landlord’s right to exercise any remedy available to Landlord by virtue of the breach or Event of Default. The acceptance of any payment from a debtor in possession, a trustee, a receiver or any other person acting on behalf of Tenant or Tenant’s estate shall not waive or cure a breach or Event of Default under Section 14.1. No payment by Tenant or receipt by Landlord of a lesser amount than the rent required by this Lease shall be deemed to be other than a partial payment on account of the earliest due stipulated rent, nor shall any endorsement or statement on any check or letter be deemed an accord and satisfaction and Landlord shall accept the check or payment without prejudice to Landlord’s right to recover the balance of the rent or pursue any other remedy available to it. No act or thing done by Landlord or Landlord’s agents during the Term shall be deemed an acceptance of a surrender of the Premises, and no agreement to accept a surrender shall be valid unless in writing and signed by Landlord. No employee of Landlord or of Landlord’s agents shall have any power to accept the keys to the Premises prior to the termination of this Lease, and the delivery of the keys to any employee shall not operate as a termination of this Lease or a surrender of the Premises.

     (d) Any agreement for free or abated rent or other charges, or for the giving or paying by Landlord to or for Tenant of any cash or other bonus, inducement or consideration for Tenant’s entering into this Lease (“Inducement Provisions”) shall be deemed conditioned upon Tenant’s full and faithful performance of the terms, covenants and conditions of this Lease. Upon an Event of Default under this Lease by Tenant, any such Inducement Provisions shall automatically be deemed deleted from this Lease and of no further force or effect and the amount of any rent reduction or abatement or other bonus or consideration already given by Landlord or received by Tenant as an Inducement shall be immediately due and payable by Tenant to Landlord, notwithstanding any subsequent cure of said Event of Default by Tenant. The acceptance by Landlord of rent or the cure of the Event of Default which initiated the operation of this Section 14.1 shall not be deemed a waiver by Landlord of the provisions of this Section 14.2(d).

     SECTION 143. LATE PAYMENTS.

     (a) Any payment due to Landlord under this Lease, including without limitation Basic Rent, Tenant’s Share of Operating Expenses or any other payment due to Landlord under this Lease, that is not received by Landlord within ten (10) days following the date due shall bear interest at the maximum rate permitted by law from the date due until fully paid. The payment of interest shall not cure any breach or Event of Default by Tenant under this Lease. In addition, Tenant acknowledges that the late payment by Tenant to Landlord of Basic Rent and Tenant’s Share of Operating Expenses will cause Landlord to incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult and impracticable to ascertain. Those costs may include, but are not limited to, administrative, processing and accounting charges, and late charges which may be imposed on Landlord by the terms of any ground lease, mortgage or trust deed covering the Premises. Accordingly, if any Basic Rent or Tenant’s Share of Operating Expenses due from Tenant shall not be received by Landlord or Landlord’s designee within ten (10) days following the date due, then Tenant shall pay to Landlord, in addition to the interest provided above, a late charge, which the Tenant agrees is reasonable, in a sum equal to the greater of five percent (5%) of the amount overdue or Two Hundred Fifty Dollars ($250.00) for each delinquent payment. Acceptance of a late charge by Landlord shall not constitute a waiver of Tenant’s breach or Event of Default with respect to the overdue amount, nor shall it prevent Landlord from exercising any of its other rights and remedies.

     (b) Following each second installment of Basic Rent and or the payment of Tenant’s Share of Operating Expenses within any twelve (12) month period that is not paid within ten (10) days following the date due, Landlord shall have the option (i) to require that beginning with the first payment of Basic Rent next due, Basic Rent and the Tenant’s Share of Operating Expenses shall no longer be paid in monthly installments but shall be payable quarterly three (3) months in advance and or (ii) to require that Tenant increase the amount, if any, of the

Security Deposit by one hundred percent (100%). Should Tenant deliver to Landlord, at any time during the Term, two (2) or more insufficient checks, the Landlord may require that all monies then and thereafter due from Tenant be paid to Landlord by cashier’s check. If any check for any payment to Landlord hereunder is returned by the bank for any reason, such payment shall not be deemed to have been received by Landlord and Tenant shall be responsible for any applicable late charge, interest payment and the charge to Landlord by its bank for such returned check. Nothing in this Section shall be construed to compel Landlord to accept Basic Rent, Tenant’s Share of Operating Expenses or any other payment from Tenant if there exists an Event of Default unless such payment fully cures any and all such Event of Default. Any acceptance of any such payment shall not be deemed to waive any other right of Landlord under this Lease. Any payment by Tenant to Landlord may be applied by Landlord, in its sole and absolute discretion, in any order determined by Landlord to any amounts then due to Landlord.

     SECTION 14.4. RIGHT OF LANDLORD TO PERFORM. All covenants and agreements to be performed by Tenant under this Lease shall be performed at Tenant’s sole cost and expense and without any abatement of rent or right of set-off. If Tenant fails to pay any sum of money, other than rent payable to Landlord, or fails to perform any other act on its part to be performed under this Lease, and the failure continues beyond any applicable grace period set forth in Section 14.1, then in addition to any other available remedies, Landlord may, at its election make the payment or perform the other act on Tenant’s part and Tenant hereby grants Landlord the right to enter onto the Premises in order to carry out such performance. Landlord’s election to make the payment or perform the act on Tenant’s part shall not give rise to any responsibility of Landlord to continue making the same or similar payments or performing the same or similar acts nor shall Landlord be responsible to Tenant for any damage caused to Tenant as the result of such performance by Landlord, Tenant shall, promptly upon demand by Landlord, reimburse Landlord for all sums paid by Landlord and all necessary incidental costs, together with interest at the maximum rate permitted by law from the date of the payment by Landlord.

     SECTION 14.5. DEFAULT BY LANDLORD. Landlord shall not be deemed to be in default in the performance of any obligation under this Lease, and Tenant shall have no rights to take any action against Landlord, unless and until Landlord has failed to perform the obligation within thirty (30) days after written notice by Tenant to Landlord specifying in reasonable detail the nature and extent of the failure; provided, however, that if the nature of Landlord’s obligation is such that more than thirty (30) days are required for its performance, then Landlord shall not be deemed to be in default if it commences performance within the thirty (30) day period and thereafter diligently pursues the cure to completion. In the event of Landlord’s default under this Lease, Tenant’s sole remedies shall be to seek damages or specific performance from Landlord, provided that any damages shall be limited to Tenant’s actual out-of-pocket expenses and shall in no event include any consequential damages, lost profits or opportunity costs.

     SECTION 14.6. EXPENSES AND LEGAL FEES. All sums reasonably incurred by Landlord in connection with any Event of Default by Tenant under this Lease or holding over of possession by Tenant after the expiration or earlier termination of this Lease, or any action related to a filing for bankruptcy or reorganization by Tenant, including without limitation all costs, expenses and actual accountants, appraisers, attorneys and other professional fees, and any collection agency or other collection charges, shall be due and payable to Landlord on demand, and shall bear interest at the rate of ten percent (10%) per annum. Should either Landlord or Tenant bring any action in connection with this Lease, the prevailing party shall be entitled to recover as a part of the action its reasonable attorneys’ fees, and all other costs. The prevailing party for the purpose of this Section shall be determined by the trier of the facts.

     SECTION 14.7. WAIVER OF JURY TRIAL. LANDLORD AND TENANT EACH ACKNOWLEDGES THAT IT IS AWARE OF AND HAS HAD THE ADVICE OF COUNSEL OF ITS CHOICE WITH RESPECT TO ITS RIGHTS TO TRIAL BY JURY, AND EACH PARTY DOES HEREBY EXPRESSLY AND KNOWINGLY WAIVE AND RELEASE ALL SUCH RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER PARTY HERETO AGAINST THE OTHER (AND/OR AGAINST ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SUBSIDIARY OR AFFILIATED ENTITIES) ON ANY MATTERS WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS LEASE, TENANT’S USE OR OCCUPANCY OF THE PREMISES, AND/OR ANY CLAIM OF INJURY OR DAMAGE. FURTHERMORE, THIS WAIVER AND RELEASE OF ALL RIGHTS TO A JURY TRIAL IS DEEMED TO BE INDEPENDENT OF EACH AND EVERY OTHER PROVISION, COVENANT, AND/OR CONDITION SET FORTH IN THIS LEASE.

     SECTION 14.8. SATISFACTION OF JUDGMENT. The obligations of Landlord do not constitute the personal obligations of the individual partners, trustees, directors, officers or shareholders of Landlord or its constituent partners. Should Tenant recover a money judgment against Landlord, such judgment shall be satisfied only from the interest of Landlord in the Site and out of the rent or other income from such property receivable by Landlord or out of consideration received by Landlord from the sale or other disposition of all or any part of Landlord’s right, title or interest in the Site and no action for any deficiency may be sought or obtained by Tenant.

ARTICLE XV. END OF TERM

     SECTION 15.1. HOLDING OVER This Lease shall terminate without further notice upon the expiration of the Term, and any holding over by Tenant after the expiration shall not constitute a renewal or extension of this Lease, or give Tenant any rights under this Lease, except when in writing signed by both parties. Any period of time following the Expiration Date or earlier termination of this Lease required for Tenant to remove its property or to place the Premises in the condition required pursuant to Section 15.3 (or for Landlord to do so if Tenant fails to do so) shall be deemed a holding over by Tenant. If Tenant holds over for any period after the Expiration Date (or earlier termination) of the Term without the prior written consent of Landlord, such possession shall constitute a tenancy at sufferance only and an Event of Default under this Lease; such holding over with the

prior written consent of Landlord shall constitute a month-to-month tenancy commencing on the first (1st) day following the termination of this Lease and terminating thirty (30) days following delivery of written notice of termination by either Landlord or Tenant to the other . In either of such events, possession shall be subject to all of the terms of this Lease, except that the monthly Basic Rent shall be the greater of: (a) one hundred fifty percent (150%) of the Basic Rent for the month immediately preceding the date of termination for the initial three (3) months of holdover, and two hundred percent (200%) of the Basic Rent for the month immediately preceding the date of termination for each month of holdover thereafter, or (b) the fair market rental for the Premises. If Tenant fails to surrender the Premises upon the expiration of this Lease despite demand to do so by Landlord, Tenant shall indemnify and hold Landlord harmless from all loss or liability, including without limitation, any claims made by any succeeding tenant relating to such failure to surrender Acceptance by Landlord of rent after the termination shall not constitute a consent to a holdover or result in a renewal of this Lease. The foregoing provisions of this Section are in addition to and do not affect Landlord’s right of re-entry or any other rights of Landlord under this Lease or at law.

     SECTION 15.2. MERGER ON TERMINATION. The voluntary or other surrender of this Lease by Tenant, or a mutual termination of this Lease, shall terminate any or all existing subleases unless Landlord, at its option, elects in writing to treat the surrender or termination as an assignment to it of any or all subleases affecting the Premises.

     SECTION 15.3. SURRENDER OF PREMISES; REMOVAL OF PROPERTY. Subject to the provisions of 7.3 of this Lease, upon the Expiration Date or upon any earlier termination of this Lease, Tenant shall quit and surrender possession of the Premises to Landlord in as good order, condition and repair as when received or as hereafter may be improved by Landlord or, Tenant, reasonable wear and tear and repairs which are Landlord’s obligation excepted, and shall, without expense to Landlord, remove or cause to be removed from the Premises all personal property and debris, except for any items that Landlord may by written authorization allow to remain. Tenant shall repair all damage to the Premises resulting from the removal, which repair shall include the patching and filling of holes and repair of structural damage, provided that Landlord may instead elect to repair any structural damage and Tenant shall promptly reimburse Landlord for all reasonable costs of such repair. If Tenant shall fail to comply with the provisions of this Section, Landlord may effect the removal and/or make any repairs, and the cost to Landlord shall be additional rent payable by Tenant upon demand. If Tenant fails to remove Tenant’s personal properly from the Premises upon the expiration of the Term, Landlord may remove, store, dispose of and/or retain such personal property, at Landlord’s option, in accordance with then applicable laws, all at the expense of Tenant. If requested by Landlord, Tenant shall execute, acknowledge and deliver to Landlord an instrument in writing releasing and quitclaiming to Landlord all right, title and interest of Tenant in the Premises.

ARTICLE XVI. PAYMENTS AND NOTICES

     All sums payable by Tenant to Landlord shall be deemed to be rent under this Lease and shall be paid, without deduction or offset, in lawful money of the United States to Landlord at its address set forth in Item 12 of the Basic Lease Provisions, or at any other place as Landlord may designate in writing. Unless this Lease expressly provides otherwise, as for example in the payment of Basic Rent and the Tenant’s Share of Operating Costs pursuant to Sections 4.1 and 4 2, all payments shall be due and payable within ten (10) days after demand. All payments requiring proration shall be prorated on the basis of a thirty (30) day month and a three hundred sixty (360) day year. Any notice, election, demand, consent, approval or other communication to be given or other document to be delivered by either party to the other may be delivered in person or by courier or overnight delivery service to the other party, or may be deposited in the United States mail, duly registered or certified, postage prepaid, return receipt requested, and addressed to the other party at the address set forth in Item 12 of the Basic Lease Provisions, or if to Tenant, at that address or, from and after the Commencement Date, at the Premises (whether or not Tenant has departed from, abandoned or vacated the Premises), if no other address is provided. Either party may, by written notice to the other, served in the manner provided in this Article, designate a different address. If any notice or other document is sent by mail, it shall be deemed served or delivered seventy-two (72) hours after mailing. If more than one person or entity is named as Tenant under this Lease, service of any notice upon any one of them shall be deemed as service upon all of them,

ARTICLE XVII. RULES AND REGULATIONS

     Tenant agrees to observe faithfully and comply strictly with the Rules and Regulations, attached as Exhibit E, and any reasonable and nondiscriminatory amendments, modifications and/or additions as may be adopted and published by written notice to tenants by Landlord for the safety, care, security, good order, or cleanliness of the Premises, Building, Site and Common Areas. Landlord shall not be liable to Tenant for any violation of the Rules and Regulations or the breach of any covenant or condition in any lease by any other tenant or such tenant’s agents, employees, contractors, guests or invitees. One or more waivers by Landlord of any breach of the Rules and Regulations by Tenant or by any other tenant(s) shall not be a waiver of any subsequent breach of that rule or any other. Tenant’s failure to keep and observe a material provision of the Rules and Regulations shall constitute a breach of this Lease. In the case of any conflict between the Rules and Regulations and this Lease, this Lease shall be controlling.

ARTICLE XVIII. BROKER’S COMMISSION

     The parties recognize as the broker(s) who negotiated this Lease the firm(s), if any, whose name(s) is (are) stated in Item 10 of the Basic Lease Provisions, and agree that Landlord shall be responsible for the payment of brokerage commissions to those broker(s) unless otherwise provided in this Lease. Tenant warrants that it has had no dealings with any other real estate broker or agent in connection with the negotiation of this Lease, and Tenant agrees to indemnify and hold Landlord harmless from any cost, expense or liability (including reasonable attorneys’

fees) for any compensation, commissions or charges claimed by any other real estate broker or agent employed or claiming to represent or to have been employed by Tenant in connection with the negotiation of this Lease. The foregoing agreement shall survive the termination of this Lease. If Tenant fails to take possession of the Premises or if this Lease otherwise terminates prior to the Expiration Date as the result of failure of performance by Tenant, Landlord shall be entitled to recover from Tenant the unamortized portion of any brokerage commission funded by Landlord in addition to any other damages to which Landlord may be entitled.

ARTICLE XIX. TRANSFER OF LANDLORD’S INTEREST

     In the event of any transfer of Landlord’s interest in the Premises, the transferor shall be automatically relieved of all further obligations on the part of Landlord, and the transferor shall be relieved of any obligation to pay any funds in which Tenant has an interest to the extent that such funds have been turned over, subject to that interest, to the transferee and Tenant is notified of the transfer as required by law. No beneficiary of a deed of trust to which this Lease is or may be subordinate, and no landlord under a so-called sale-leaseback, shall be responsible in connection with the Security Deposit, unless the mortgagee or beneficiary under the deed of trust or the landlord actually receives the Security Deposit. It is intended that the covenants and obligations contained in this Lease on the part of Landlord shall, subject to the foregoing, be binding on Landlord, its successors and assigns, only during and in respect to their respective successive periods of ownership.

ARTICLE XX. INTERPRETATION

     SECTION 20.1. GENDER AND NUMBER, Whenever the context of this Lease requires, the words “Landlord” and “Tenant” shall include the plural as well as the singular, and words used in neuter, masculine or feminine genders shall include the others.

     SECTION 20.2. HEADINGS. The captions and headings of the articles and sections of this Lease are for convenience only, are not apart of this Lease and shall have no effect upon its construction or interpretation.

     SECTION 20.3. JOINT AND SEVERAL LIABILITY. If more than one person or entity is named as Tenant, the obligations imposed upon each shall be joint and several and the act of or notice from, or notice or refund to, or the signature of, any one or more of them shall be binding on all of them with respect to the tenancy of this Lease, including, but not limited to, any renewal, extension, termination or modification of this Lease.

     SECTION 20.4. SUCCESSORS. Subject to Articles IX and XIX, all rights and liabilities given to or imposed upon Landlord and Tenant shall extend to and bind their respective heirs, executors, administrators, successors and assigns. Nothing contained in this Section is intended, or shall be construed, to grant to any person other than Landlord and Tenant and their successors and assigns any rights or remedies under this Lease.

     SECTION 20.5. TIME OF ESSENCE. Time is of the essence with respect to the performance of every provision of this Lease.

     SECTION 20.6. CONTROLLING LAW/VENUE. This Lease shall be governed by and interpreted in accordance with the laws of the State of California. Any litigation commenced concerning any matters whatsoever arising out of or in any way connected to this Lease shall be initiated in the Superior Court of the county in which the Site is located.

     SECTION 20.7. SEVERABILITY. If any term or provision of this Lease, the deletion of which would not adversely affect the receipt of any material benefit by either party or the deletion of which is consented to by the party adversely affected, shall be held invalid or unenforceable to any extent, the remainder of this Lease shall not be affected and each term and provision of this Lease shall be valid and enforceable to the fullest extent permitted by law.

     SECTION 20.8. WAIVER AND CUMULATIVE REMEDIES. One or more waivers by Landlord or Tenant of any breach of any term, covenant or condition contained in this Lease shall not be a waiver of any subsequent breach of the same or any other term, covenant or condition. Consent to any act by one of the parties shall not be deemed to render unnecessary the obtaining of that party’s consent to any subsequent act. No breach by Tenant of this Lease shall be deemed to have been waived by Landlord unless the waiver is in a writing signed by Landlord. The rights and remedies of Landlord under this Lease shall be cumulative and in addition to any and all other rights and remedies which Landlord may have.

     SECTION 20.9. INABILITY TO PERFORM. In the event that either party shall be delayed or hindered in or prevented from the performance of any work or in performing any act required under this Lease by reason of any cause beyond the reasonable control of that party, other than financial inability, then the performance of the work or the doing of the act shall be excused for the period of the delay and the time for performance shall be extended for a period equivalent to the period of the delay. The provisions of this Section shall not operate to excuse Tenant from the prompt payment of rent or from the timely performance of any other obligation under this Lease within Tenant’s reasonable control.

     SECTION 20.10. ENTIRE AGREEMENT. This Lease and its exhibits and other attachments cover in full each and every agreement of every kind between the parties concerning the Premises, the Building and the Site, and all preliminary negotiations, oral agreements, understandings and/or practices, except those contained in this Lease, are superseded and of no further effect. Tenant waives its rights to rely on any representations or promises made by Landlord or others which are not contained in this Lease. No verbal agreement or implied covenant shall be held to modify the provisions of this Lease, any statute, law, or custom to the contrary notwithstanding.

     SECTION 20.11. QUIET ENJOYMENT. Upon the observance and performance of all the covenants, terms and conditions on Tenant’s part to be observed and performed, and subject to the other provisions of this Lease, Landlord hereby covenants that Tenant shall have the right of quiet enjoyment and use of the Premises for the Term without hindrance or interruption by Landlord or any other person claiming by or through Landlord.

     SECTION 20.12. SURVIVAL. All covenants of Landlord or Tenant which reasonably would be intended to survive the expiration or sooner termination of this Lease, including without limitation any warranty or indemnity hereunder, shall so survive and continue to be binding upon and inure to the benefit of the respective parties and their successors and assigns.

     SECTION 20.13. INTERPRETATION. This Lease shall not be construed in favor of or against either party, but shall be construed as if both parties prepared this Lease.

ARTICLE XXI. EXECUTION AND RECORDING

     SECTION 21.1. COUNTERPARTS. This Lease may be executed in one or more counterparts, each of which shall constitute an original and all of which shall be one and the same agreement.

     SECTION 21.2. CORPORATE, LIMITED LIABILITY COMPANY AND PARTNERSHIP AUTHORITY. If either party is a corporation, limited liability company or partnership, each individual executing this Lease on behalf of such corporation, limited liability company or partnership represents and warrants that he or she is duly authorized to execute and deliver this Lease on behalf of such corporation, limited liability company or partnership, and that this Lease is binding upon the corporation, limited liability company or partnership in accordance with its terms. Tenant shall, at Landlord’s request, deliver a certified copy of its board of directors’ resolution, operating agreement or partnership agreement or certificate authorizing or evidencing the execution of this Lease.

     SECTION 21.3. EXECUTION OF LEASE; NO OPTION OR OFFER. The submission of this Lease to Tenant shall be for examination purposes only, and shall not constitute an offer to or option for Tenant to lease the Premises. Execution of this Lease by Tenant and its return to Landlord shall not be binding upon Landlord, notwithstanding any time interval, until Landlord has in fact executed and delivered this Lease to Tenant, it being intended that this Lease shall only become effective upon execution by Landlord and delivery of a fully executed counterpart to Tenant.

     SECTION 21.4. RECORDING. Tenant shall not record this Lease without the prior written consent of Landlord. Tenant, upon the request of Landlord, shall execute and acknowledge a “short form” memorandum of this Lease for recording purposes.

     SECTION 21.5. AMENDMENTS. No amendment or termination of this Lease shall be effective unless in writing signed by authorized signatories of Tenant and Landlord, or by their respective successors in interest. No actions, policies, oral or informal arrangements, business dealings or other course of conduct by or between the parties shall be deemed to modify this Lease in any respect.

     SECTION 21.6. EXECUTED COPY. Any fully executed photocopy or similar reproduction of this Lease shall be deemed an original for all purposes.

     SECTION 21.7. ATTACHMENTS: All exhibits, amendments, riders and addenda attached to this Lease are hereby incorporated into and made a part of this Lease.

ARTICLE XXII. MISCELLANEOUS

     SECTION 22.1. NONDISCLOSURE OF LEASE TERMS. Tenant acknowledges and agrees that the terms of this Lease are confidential and constitute proprietary information of Landlord. Disclosure of the terms could adversely affect the ability of Landlord to negotiate other leases and impair Landlord’s relationship with other tenants. Accordingly, Tenant agrees that it, and its partners, officers, directors, employees and attorneys, shall not intentionally and voluntarily disclose, by public filings or otherwise, the terms and conditions of this Lease (“Confidential Information”) to any third party, either directly or indirectly, without the prior written consent of Landlord, which consent may be given or withheld in Landlord’s sole and absolute discretion. The foregoing restriction shall not apply if either: (i) Tenant is required to disclose the Confidential Information in response to a subpoena or other regulatory, administrative or court order, (ii) independent legal counsel to Tenant delivers a written opinion to Landlord that Tenant is required to disclose the Confidential Information to, or file a copy of this Lease with, any governmental agency or any stock exchange; provided however, that in such event, Tenant shall, before making any such disclosure (A) provide Landlord with prompt written notice of such required disclosure, (B) at Tenant’s sole cost, take all reasonable legally available steps to resist or narrow such requirement, including without limitation preparing and filing a request for confidential treatment of the Confidential Information and (C) if disclosure of the Confidential Information is required by subpoena or other regulatory, administrative or court order, Tenant shall provide Landlord with as much advance notice of the possibility of such disclosure as practical so that Landlord may attempt to stop such disclosure or obtain an order concerning such disclosure. The form and content of a request by Tenant for confidential treatment of the Confidential Information shall be provided to Landlord at least five (5) business days before its submission to the applicable governmental agency or stock exchange and is subject to the prior written approval of Landlord. In addition, Tenant may disclose the terms of this Lease to prospective assignees of this Lease and prospective subtenants under this Lease with whom Tenant is actively negotiating such an assignment or sublease.

     SECTION 22.2. GUARANTY. [Intentionally Deleted]

     SECTION 22.3. CHANGES REQUESTED BY LENDER. If, in connection with obtaining financing for the Site, the lender shall request reasonable modifications in this Lease as a condition to the financing, Tenant will not unreasonably withhold or delay its consent, provided that the modifications do not materially increase the obligations of Tenant or materially and adversely affect the leasehold interest created by this Lease.

     SECTION 22.4. MORTGAGEE PROTECTION. No act or failure to act on the part of Landlord which would otherwise entitle Tenant to be relieved of its obligations hereunder shall result in such a release or termination unless (a) Tenant has given notice by registered or certified mail to any beneficiary of a deed of trust or mortgage covering the Building whose address has been furnished to Tenant and (b) such beneficiary is afforded a reasonable opportunity to cure the default by Landlord (which in no event shall be less than sixty (60) days), including, if necessary to effect the cure, time to obtain possession of the Building by power of sale or judicial foreclosure provided that such foreclosure remedy is diligently pursued. Tenant agrees that each beneficiary of a deed of trust or mortgage covering the Building is an express third party beneficiary hereof, Tenant shall have no right or claim for the collection of any deposit from such beneficiary or from any purchaser at a foreclosure sale unless such beneficiary or purchaser shall have actually received and not refunded the deposit, and Tenant shall comply with any written directions by any beneficiary to pay rent due hereunder directly to such beneficiary without determining whether a default exists under such beneficiary’s deed of trust.

     SECTION 22.5. COVENANTS AND CONDITIONS. All of the provisions of this Lease shall be construed to be conditions as well as covenants as though the words specifically expressing or imparting covenants and conditions were used in each separate provision.

     SECTION 22.6. SECURITY MEASURES. Tenant hereby acknowledges that Landlord shall have no obligation whatsoever to provide guard service or other security measures for the benefit of the Premises or the Site. Tenant assumes all responsibility for the protection of Tenant, its employees, agents, invitees and property from acts of third parties. Nothing herein contained shall prevent Landlord, at its sole option, from providing security protection for the Site or any part thereof, in which event the cost thereof shall be included within the definition of Site Costs.

LANDLORD:				TENANT:
THE IRVINE COMPANY				GLOBAL DOSIMETRY SOLUTIONS, INC.,
				a California corporation
By:		/s/ Clarence W. Barker		By:		/s/ Sandra M. Nemecek
		Clarence W. Barker				Name (Print):		Sandra M. Nemecek
		Executive Vice President				Title (Print):		President
By:		/s/ William R. Halford		By:		/s/ Illegible
		William R. Halford				Name:		Illegible
		President, Office Properties				Title:		Acting CFO

Exhibit A

THE IRVINE COMPANY — INVESTMENT PROPERTIES GROUP

HAZARDOUS MATERIAL SURVEY FORM

The purpose of this form is to obtain information regarding the use of hazardous substances on Investment Properties Group (“IPG”) property. Prospective tenants and contractors should answer the questions in light of their proposed activities on the premises. Existing tenants and contractors should answer the questions as they relate to ongoing activities on the premises and should update any information previously submitted.

If additional space is needed to answer the questions, you may attach separate sheets of paper to this form. When completed, the form should be sent to the following address:

THE IRVINE COMPANY
ATTN: LAURA PHILLIPS
111 Innovation Drive
Irvine, CA 92617
FAX: (949) 720-4401

Your cooperation in this matter is appreciated. If you have any questions, please call your property manager at (949)  ###-###-####.

1		GENERAL INFORMATION
		Name of Responding Company: Global Dosimetry Solutions, Inc.

Check all that apply:		Tenant		þ		Contractor		o
		Prospective		o		Existing		þ

		Mailing Address: 2652 McGaw Avenue, Irvine, CA 92614
		Contact Person & Title: Toshihide Ushino, Director Research
		Telephone Number: (949)  ###-###-####

		CURRENT TIC TENANT(S):
		Address of Lease Premises: 2652 McGaw Avenue, Irvine, CA 92614
		Length of Lease or Contract Term: 10 years
		PROSPECTIVE TIC TENANT(S):
		Address of Proposed Lease Premises:
		Address of Current Operations:
		Describe the proposed operations to take place on the property, including principal products manufactured or services to be conducted. Existing tenants and contractors should describe any proposed changes to ongoing operations.
		No changes to on-going operations planned at this time.

2.		HAZARDOUS MATERIALS
		For the purposes of this Survey Form, the term “hazardous material” means any raw material, product or agent considered hazardous under any state or federal law. The term does not include wastes which are intended to be discarded.

2.1

Will any hazardous materials be used or stored on site?

		YES		NO
Chemical Products		þ		o
Biological Hazards/Infectious		o		þ
Radioactive Materials		þ		o
Petroleum Products		þ		o

2.2

List any hazardous materials to be used or stored, the quantities that will be onsite at any given time, and the location and method of storage (e.g., bottles in storage closet on the premises).

		Location & Method of
Hazardous Materials		Storage		Quantity
See Attached

	2.3		Is any underground storage of hazardous materials proposed or currently conducted on the premises? Yes o No þ
			If yes, describe the materials to be stored, and the size and construction of the tank. Attach copies of any permits obtained for the underground storage of such substances.

3.		HAZARDOUS WASTE
		For the purposes of this Survey Form, the term “hazardous waste” means any waste (including biological, infectious or radioactive waste) considered hazardous under any state or federal law, and which is intended to be discarded.

3.1

List any hazardous waste generated or to be generated on the premises, and indicate the quantity generated on a monthly basis.

		Location & Method
		of Storage Prior to
Hazardous Materials		Disposal		Quantity
Sodium Hydroxide		Stored on Premises in 30 gal drum		5 gallons
Sodium Hydroxide/Methanol		Stored on Premises in 55 gal drum		10 gallons

3.2

Describe the method(s) of disposal (including recycling) for each waste, indicate where and how often disposal will take place.

Hazardous Materials		Location of Disposal Site		Quantity
Sodium Hydroxide		Vernon, CA		Recycling
Sodium Hydroxide/Methanol		Port Arthur, TX		Incinerated

	3.3		Is any treatment or processing of hazardous, infectious or radioactive wastes currently conducted or proposed to be conducted on the premises? Yes o No þ
			If yes, please describe any existing or proposed treatment methods.
	3.4		Attach copies of any hazardous waste permits or licenses issued to your company with respect to its operations on the premises.

4.

SPILLS

	4.1		During the past year, have any spills or releases of hazardous materials occurred on the premises? Yes o No þ
			If so, please describe the spill and attach the results of any testing conducted to determine the extent of such spills.
	4.2		Were any agencies notified in connection with such spills? Yes o No þ
			If so, attach copies of any spill reports or other correspondence with regulatory agencies.
	4.3		Were any clean-up actions undertaken in connection with the spills? Yes o No þ
			If so, briefly describe the actions taken. Attach copies of any clearance letters obtained from any regulatory agencies involved and the results of any final soil or groundwater sampling done upon completion of the clean-up work.

5.

WASTEWATER TREATMENT/DISCHARGE

5.1

Do you discharge industrial wastewater to:

o storm drain?		þ sewer?
o surface water?		o no industrial discharge

	5.2		Is your industrial wastewater treated before discharge? Yes þ No o
			If yes, describe the type of treatment conducted. Silver recovery
	5.3		Attach copies of any wastewater discharge permits issued to your company with respect to its operations on the premises.

6.

AIR DISCHARGES

	6.1		Do you have any air filtration systems or stacks that discharge into the air? Yes o No þ
	6.2		Do you operate any equipment that requires air emissions permits? Yes þ No o
	6.3		Attach copies of any air discharge permits pertaining to these operations.

7.

HAZARDOUS MATERIALS DISCLOSURES

	7.1		Does your company handle an aggregate of at least 500 pounds, 55 gallons, or 200 cubic feet of hazardous material at any given time? Yes þ No o
	7.2		Has your company prepared a Hazardous Materials Disclosure — Chemical Inventory and Business Emergency Plan or similar disclosure document pursuant to state or county requirements? Yes þ No o
			If so, attach a copy.
	7.3		Are any of the chemicals used in your operations regulated under Proposition 65? Yes o No þ
			If so, describe the procedures followed to comply with these requirements.
	7.4		Is your company subject to OSHA Hazard Communication Standard Requirements? Yes þ No o
			If so, describe the procedures followed to comply with these requirements.
			Radiation Safety Program

8.

ANIMAL TESTING

	8.1		Does your company bring or intend to bring live animals onto the premises for research or development purposes? Yes o No þ
			If so, describe the activity.

	8.2		Does your company bring or intend to bring animal body parts or bodily fluids onto the premises for research or development purposes? Yes o No þ
			If so, describe the activity.

9.

ENFORCEMENT ACTIONS, COMPLAINTS

	9.1		Has your company ever been subject to any agency enforcement actions, administrative orders, lawsuits, or consent orders/decrees regarding environmental compliance or health and safety? Yes o No þ
			If so, describe the actions and any continuing compliance obligations imposed as a result of these actions.

9.2

Has your company ever received any request for information, notice of violation or demand letter, complaint, or inquiry regarding environmental compliance or health and safety? Yes þ No o

	9.3		Has an environmental audit ever been conducted which concerned operations or activities on premises occupied by you? Yes o No þ
	9.4		If you answered “yes” to any question in this section, describe the environmental action or complaint and any continuing compliance obligation imposed as a result of the same.
			Radioactive Material License 4635-30 Notice of Violation : 1) Inadequate radiation worker training and documentation and 2) Instrument calibration not performed in a timely manner. Compliance obligation to perform annual radiation worker training and to calibrate instrument annually.

Section 2.2 Hazardous Material Survey Form

Hazardous Material		Location & Method of Storage		Quantity Stored
Hydrochloric Acid		Bottles stored in Storage Room on premises		50 gallons, maximum
Sodium Hydroxide		Bottles stored in Storage Room on premises		50 gallons, maximum
Methanol		Bottles stored in Storage Room on premises		50 gallons, maximum
2-Propanol (Isopropyl Alcohol)		Bottles stored in Storage Room on premises		5 gallons, maximum
P-10 Gas (10% Methan and (0% Argon)		Cylinders stored in Storage Room on premises		608 cf
Liquid Nitrogen		Tank in Outside Building (in use at all times)		None, Tank capacity 1500 liters
Compressed Nitrogen		Cylinders stored in Storage Room on premises		608 cf
Photo-Flo 200		Bottles stored in Storage Room on premises		7 gallons, maximum
Fixer Hardener		Containers stored in Storage Room on premises		125 gallons, maximum
X-Ray Developer		Containers stored in Storage Room on premises		250 gallons, maximum
Indicator Stopbath		Containers stored in Storage Room on premises		125 gallons, maximum
EC Rapid Fixer		Containers stored in Storage Room on premises		250 gallons, maximum
Diesel Fuel		Stored in Tank in Outside Building		500 gallons

		Department of Toxic Substances Control 1001 “I” Street P.O. Box 806 Sacramento, California ###-###-####

ATTN: DAVE TROTMAN		EPA ID Number Issued:		January 27, 2005
GLOBAL DOSIMETRY SOLUTIONS INC		Location Address:
2652 MCGAW AVE		2652 MCGAW AVE
IRVINE CA 92614		IRVINE		CA 92614

PERMANENT RECORD- DO NOT DESTROY
YOUR CALIFORNIA EPA IDENTIFICATION NUMBER IS:

CAL000290530

This is to acknowledge that a permanent California Environmental Protection Agency Identification (EPA ID) Number has been assigned to your place of business.

An EPA ID Number is assigned to a person or business at a specific site. It is only valid for the location and person or business to which it was assigned. If your business has multiple generation sites, each site must have its own unique number. If you stop handling hazardous waste, move your business, change ownership, change mailing address, or change the type or amount of waste you handle, you must notify the Department of Toxic Substances Control immediately. If your business has moved, your EPA ID Number must be canceled. A new number must be obtained for your new location if you continue to generate hazardous waste.

This EPA ID Number must be used for all manifesting, record keeping, and reporting requirements.
Please retain this notice in your files.

Department of Toxic Substances Control
Office of Environmental Information Management
Generator Information Services Section
Telephone: (916)  ###-###-#### or California Only Toll-free Number: (800) 618-6942

Operator’s Initials:           DJOHNSON

version: March 2004

Printed on Recycled Paper

		SOUTH COAST AIR QUALITY MANAGEMENT DISTRICT 21865 East Copley Drive, Diamond Bar, CA 91765		Permit No. F71025 A/N 435152 Page 1

PERMIT TO CONSTRUCT/OPERATE

This initial permit must be renewed ANNUALLY unless the equipment is moved, or changes ownership. If the billing for annual renewal fee (Rule 301.f) is not received by the expiration date, contact the District.

Legal Owner or Operator: Equipment Location:		GLOBAL DOSIMETRY SOLUTIONS INC. 2652 MCGAW AVE IRVINE, CA 92614 2652 MCGAW AVE , IRVINE, CA 92614		ID 142147

Equipment Description:

INTERNAL COMBUSTION ENGINE, CUMMINS, 6 CYLINDER, “TURBOCHARGED, AFTERCOOLED”, MODEL QSM11-G1, SERIAL NO. G040665185, 395 BHP, DIESEL FUEL FUELED, DRIVING AN EMERGENCY ELECTRICAL GENERATOR.

Conditions:

	1)		OPERATION OF THIS EQUIPMENT SHALL BE CONDUCTED IN ACCORDANCE WITH ALL DATA AND SPECIFICATIONS SUBMITTED WITH THIS APPLICATION UNDER WHICH A PERMIT IS ISSUED UNLESS OTHERWISE NOTED BELOW.
	2)		THIS EQUIPMENT SHALL BE PROPERLY MAINTAINED AND KEPT IN GOOD OPERATING CONDITION AT ALL TIMES.
	3)		A NON-RESETTABLE TOTALIZING TIMER SHALL BE INSTALLED AND MAINTAINED TO INDICATED THE ENGINE ELAPSED OPERATING TIME.
	4)		AN ENGINE OPERATING LOG SHALL BE KEPT AND MAINTAINED ON FILE TO RECORD WHEN THIS ENGINE IS STARTED MANUALLY. THE LOG SHALL LIST THE DATE OF OPERATION, THE TIMER READING IN HOURS AT THE BEGINNING AND END OF OPERATION, AND THE REASON FOR OPERATION FOR A MINIMUM OF THREE YEARS FROM THE DATE OF ENTRY AND MADE AVAILABLE TO DISTRICT PERSONNEL UPON REQUEST. THE TOTAL HOURS OF OPERATION (INCLUDING HOURS FOR MANUAL AND AUTOMATIC OPERATION) SHALL BE RECORDED SOMETIME DURING THE FIRST 15 DAYS OF JANUARY OF EACH YEAR.
	5)		THIS ENGINE SHALL NOT OPERATE MORE THAN 200 HOURS IN ANY ONE YEAR, WHICH INCLUDES NO MORE THAN 50 HOURS IN ANY ONE YEAR FOR MAINTENANCE AND TESTING PURPOSES.
	6)		THE OPERATOR SHALL NOT PURCHASE ANY DIESEL FUEL UNLESS THE FUEL IS LOW SULFUR DIESEL FOR WHICH THE SULFUR CONTENT DOES NOT EXCEED 15 PPM BY WEIGHT. AS OF JANUARY 1, 2006, THE OPERATOR SHALL ONLY USE DIESEL FUEL WITH SULFUR CONTENT THAT DOES NOT EXCEED 15 PPM BY WEIGHT, UNLESS THE OPERATOR DEMONSTRATES IN WRITING TO THE EXECUTIVE OFFICER THAT SPECIFIC ADDITIONAL TIME IS NECESSARY. (THIS CONDITION DOES NOT APPLY TO NATURAL GAS OR LPG FUELED ENGINES).

ORIGINAL

		SOUTH COAST AIR QUALITY MANAGEMENT DISTRICT 21865 East Copley Drive, Diamond Bar, CA 91765		Permit No. F71025 A/N 435152 Page 2

PERMIT TO CONSTRUCT/OPERATE

CONTINUATION OF PERMIT TO CONSTRUCT/OPERATE

	7)		OPERATION BEYOND THE 50 HOURS PER YEAR ALLOTTED FOR ENGINE MAINTENANCE AND TESTING SHALL BE ALLOWED ONLY IN THE EVENT OF A LOSS OF GRID POWER OR UP TO 30 MINUTES PRIOR TO A ROTATING OUTAGE, PROVIDED THAT: (A) THE UTILITY DISTRIBUTION COMPANY HAS ORDERED ROTATING OUTAGES IN THE CONTROL AREA WHERE THE ENGINE IS LOCATED OR HAS INDICATED THAT IT EXPECTS TO ISSUE SUCH AN ORDER AT A CERTAIN TIME; AND (B) THE ENGINE IS LOCATED IN A UTILITY SERVICE BLOCK THAT IS SUBJECT TO THE ROTATING OUTAGE. ENGINE OPERATION SHALL BE TERMINATED IMMEDIATELY AFTER THE UTILITY DISTRIBUTION COMPANY ADVISES THAT A ROTATING OUTAGE IS NO LONGER IMMINENT OR IN EFFECT.
	8)		THIS EQUIPMENT SHALL BE A US-EPA NON-ROAD CERTIFIED COMPRESSION IGNITION ENGINE AS EVIDENCED BY THE MANUFACTURERS ENGINE TAG OR LABEL.

ORIGINAL

		SOUTH COAST AIR QUALITY MANAGEMENT DISTRICT 21865 East Copley Drive, Diamond Bar, CA 91765		Permit No. F71025 A/N 435152 Page 3

PERMIT TO CONSTRUCT/OPERATE

CONTINUATION OF PERMIT TO CONSTRUCT/OPERATE

NOTICE

IN ACCORDANCE WITH RULE 206, THIS PERMIT TO OPERATE OR COPY SHALL BE POSTED ON OR WITHIN 8 METERS OF THE EQUIPMENT.

THIS PERMIT DOES NOT AUTHORIZE THE EMISSION OF AIR CONTAMINANTS IN EXCESS OF THOSE ALLOWED BY DIVISION 26 OF THE HEALTH AND SAFETY CODE OF THE STATE OF CALIFORNIA OR THE RULES OF THE AIR QUALITY MANAGEMENT DISTRICT. THIS PERMIT CANNOT BE CONSIDERED AS PERMISSION TO VIOLATE EXISTING LAWS, ORDINANCES, REGULATIONS OR STATUTES OF OTHER GOVERNMENT AGENCIES.

ORIGINAL

State of California-Health and Human Services Agency		Department of Health Services

Page 1 of 2 pages

RADIOACTIVE MATERIAL LICENSE

Pursuant to the California Code of Regulations, Division I, Title 17, Chapter 5, Subchapter 4, Group 2, Licensing of Radioactive Material, and in reliance on statements and representations heretofore made by the licensee, a license is hereby issued authorizing the licensee to receive, use, possess, transfer, or dispose of radioactive material listed below; and to use such radioactive material for the purpose(s) and at the places(s) designated below. This license is subject to all applicable rules, regulations, and orders of the Department of Health Services now or hereafter in effect and to any standard or specific condition specified in this license.

1. Licensee		Global Dosimetry Solutions, Inc.		3 License Number		4635-30		Amendment Number : 18
2. Address		2652 McGaw Avenue		4 Expiration date		August 5, 2013			(3	)
		Irvine, CA 92614
Attention:		Toshihide Ushino		5 Inspection agency		Radiologic Health Branch Brea
		Radiation Safety Officer

6. Nuclide		7. Form		8. Possession Limit
A. Cesium-137		A Sealed source (Amersham Corp. Model CDC.711 M senes)		A. 1 source not to exceed 5 curies.
B. Strontium-90		B. Sealed sources (IPL Model BF 90 SS-1M)		B. 7 sources not to exceed 1 millicurie each
C. Cesium-137		C. Sealed source (J.L. Shepherd Model 6810)		C. 1 source not to exceed 100 curies

9.

Authorized Use

	A.		To be used in a Williston Elin Irradiator Model WE2001PC for irradiation of thermoluminescent dosimeters (TLD) and film dosimeters.
	B.		To be used as a component of Harshaw Model 8000-TLD Reader, Harshaw Model 6600 TLD Reader, and Harshaw Model 2000-DI Irradiator.
	C.		To be used in J.L. Shepherd Model 81-10 Gamma Irradiator/Calibrator for dosimeter irradiation, and for test and calibration.

LICENSE CONDITIONS

10.

Radioactive material shall be used only at the following location:

(a)

2652 McGaw Avenue, Irvine, CA.

11.		This license is subject to an annual fee for sources of radioactive material authorized to be possessed at any one time as specified in Items 6, 7, 8 and 9 of this license. The annual fee for this license is required by and computed in accordance with Title 17, California Code of Regulations, Sections 30230-30232 and is also subject to an annual cost-of-living adjustment pursuant to Section 100425 of the California Health and Safety Code.
12.		Radioactive material shall be used by, or under the supervision of, the following individuals:

	(a)		Toshihide Ushino
	(b)		David R. Trotman
	(c)		Kip E. Bennett
	(d)		Randal A. Cords
	(e)		Sandi Nemecek
	(f)		Sanders C. Perle
	(g)		Paul J. Stoner
	(h)		Christabel T. Vitug
	(i)		Kenneth C. Wallace
	(j)		Joel H. White

13.

Except as specifically provided otherwise by this license, the licensee shall possess and use radioactive material described in Items 6, 7, 8 and 9 of this license in accordance with the statements, representations, and procedures contained in the documents listed below. The Department’s regulations shall govern unless the statements, representations, and procedures in the licensee’s application and correspondence are more restrictive than the regulations.

State of California-Health and Human Services Agency		Department of Health Services

Page 2 of 2 pages

License Number: 4635-30

Amendment Number: 18

RADIOACTIVE MATERIAL LICENSE

	(a)		The renewal application, dated June 30, 2000, signed by Toshihide Ushino with attachments thereto, as modified by the letters with attachments dated December 16, 2002, January 9, 2003 and January 14, 2003, all signed by Toshihide Ushino.
	(b)		RE: Assignment format dated October 10, 2003, signed by Bill A. MacDonald and Sandi Nemecek, regarding the change of company name and ownership.
	(c)		The letter with attachments dated June 29, 2004, August 4, 2004, September 7, 2004, and September 16, 2004, all signed by Toshihide Ushino, regarding the new calibration facility on McGaw Avenue in Irvine and an updated emergency phone list.
	(d)		The letter with attachments dated October 13, 2004, signed by Toshihide Ushino, regarding the release of the facility at 3300 Hyland Avenue in Costa Mesa for unrestricted use.

14.

(a)    The Radiation Safety Officer in this program shall be Toshihide Ushino.

(b)

The Alternate Radiation Safety Officer in this program shall be David R. Trotman.

15.		Sealed sources possessed under this license shall be tested for leakage and/or contamination as required by Title 17, California Code of Regulations, Section 30275 (c).
16.		The following individuals are authorized to collect wipe test samples of sealed sources possessed under this license using leak test kits acceptable to the California Department of Health Services:

	(a)		The Radiation Safety Officer
	(b)		Qualified individuals designated in writing by the Radiation Safety Officer

17.		Records of leak test results shall be kept in units of microcuries and maintained for inspection. Records may be disposed of following Department inspection. Any leak test revealing the presence of 0.005 microcuries or more of removable radioactive material shall be reported to the Department of Health Services, Radiologic Health Branch, MS 7610, P.O. Box 997414, Sacramento, CA ###-###-####, within five days of the test. This report shall include a description of the defective source or device, the results of the test, and the corrective action taken.
18.		Quantitative analytical assays for the purpose of tests for leakage and/or contamination of sealed sources shall be performed only by persons specifically authorized to perform that service.
19.		The licensee is authorized to perform tests for leakage and/or contamination of sealed sources. The following tests may be performed for sources possessed under this license and as a customer service:

	(a)		Collection of wipe test samples from sealed sources and devices containing sealed sources.
	(b)		Analysis of materials collected by the licensee as stated in (a) above for the amount of radioactivity. Reports to customers of analysis shall be in microcuries.

Prepared By:		Reviewed By:		Issued For the Department of Health Services
/s/ Rene Obear		/s/ Lauren Labbé		By: /s/ Gary W. Butner
Printed Name: Rene Obear		Printed Name: Lauren Labbé		Printed game: Gary W. Butner
Date: 10/18/04				Radiologic Health Branch MS 7610, P.O. Box 997414 Sacramento, CA 95899-7414

Global Dosimetry Solutions, Inc.

Emergency Response Plan

Revision Date: May 27, 2005

1.

Facility Information

Facility Name:		Global Dosimetry Solutions, Inc.
Address:		2652 McGaw Ave., Irvine, CA 92614
Telephone:		(949) 419-1000/ (888)  ###-###-####
Fax:		(949) 294-1144

2.		Emergency Coordinators (Emergency Call List):
		Contact the following personnel in an event of Emergency.

Emergency Coordinator:
Name:		Toshihide Ushino, Radiation Safety Officer, EH&S Manager
Office Phone:		(949) 419-2413 / (888)  ###-###-####, ext. 2413
Home Address:		xxxxxxxxxx
Home Telephone:		xxxxxxxxxx      xxxxxxxxxx

If the Emergency Coordinator is not available, then the following individuals shall take the role of the Emergency Coordinator:

Alternate Emergency Coordinator:
Name:		David Trotman, Alternate Radiation Safety Officer
Office Phone:		(888) 437-1714, ext. 4148
Home Address:		xxxxxxxxxx
Home Telephone:		xxxxxxxxxx
Facilities Manager:
Name:		Luis Espada, Vice President, Manufacturing
Office Phone:		(949) 296-7260 / (888)  ###-###-####, ext. 7206
Home Address:		xxxxxxxxxx
Home Phone:		xxxxxxxxxx      xxxxxxxxxx
Human Resources Director:
Name:		Alison Ulrich
Office Phone:		(949) 296-1801 / (888)  ###-###-####, ext. 2279

3.

Emergency Notification

	•		It is the responsibility of each and every employee to alert the supervision and coworkers immediately upon discovery of an emergency condition.
	•		The Emergency Coordinator or an alternate shall contact the Irvine Police Department, the Orange County Fire Authority, or the California Department of Health as appropriate.

4.

Emergency Contacts:

Irvine Police Department		Orange County Fire Authority
Telephone:      911 or (949)  ###-###-####		Telephone:      911 or ###-###-####
Orange County Fire Authority Hazardous Material Information
Telephone:      ###-###-####

		RADIOLOGICAL EMERGENCY:
		California Department of Health

Radiologic Health Branch — Brea (Region 5):
Telephone: (714)  ###-###-####

Radiologic Health Branch — Sacramento:
Telephone: (916) 327-5106

Office of Emergency Services
24-hour Radiation Emergency Assistance Only:
Telephone: (800)  ###-###-####

JL Shepherd & Associates
1010 Arroyo Ave., San Fernando, CA ###-###-####
Telephone: (818)  ###-###-####

AEA Technology QSA, Inc. (formerly Amersham)
40 North Avenue, Burlington, MA 01803
Telephone: (800) 815-1383

5.

Facilities:

	•		The ground floor of the Global Dosimetry Solutions is offices, manufacturing and laboratories. The second floor is office spaces.
	•		The following information is attached:

	•		Figure 1: Location of the Evacuation Assembly Area.
	•		Figure 2: First Floor Evacuation Route and Hazardous Material Location.
	•		Figure 3: Second Floor Evacuation Route.
	•		Chemical Classification Form.

•

Hazardous Material Storage Locations:

Storage Area:		The locations where the hazardous materials and waste are stored are indicated on Figure 2.
Main Building:		Hazardous materials are located in Dosimetry Photo Processing Room, CR39 laboratory, waste storage area, emergency diesel generator area, and Calibration Facility as indicated by Figure 2.

6.		Hazardous Materials:
		The types of hazardous materials handled at this facility are:

	•		Flammable Liquids, Solids and Gases
	•		Nonflammable Compressed Gas Cylinders
	•		Corrosives
	•		Cryogenic Liquids
	•		Toxics
	•		Radioactive Materials
	•		Reactives

7.		Prevention
		Following are preventative actions initiated by Global Dosimetry Solutions to abate or prevent hazards relating to hazardous materials handling, use, and storage:
		Drum Storage Area:

	•		Incompatible materials will be isolated and separated.
	•		Hazardous material will be stored on non-combustible, concrete, or paved ground.

Compressed and/or cryogenic storage areas:

	•		Cylinders will be stored upright and will be secured.
	•		Incompatible gas cylinders will be isolated and separated.

General:

	•		Fire Extinguishers are strategically located throughout the building and are intended for small manageable fires.
	•		The Facilities Manager is responsible for the maintenance of fire prevention equipment and systems.
	•		Hazardous Materials Data Storage Cabinet and/or lock box is installed at a Fire Department approved location.
	•		Information in Hazardous Materials Data Storage Cabinet is updated after each disclosure and/or as necessary.
	•		Material Safety Data Sheets (MSDS) are available for each hazardous material.
	•		All hazardous materials and the storage areas will be labeled with the product name and associated hazards.
	•		Separation between outside hazardous materials storage and combustible materials will be maintained.
	•		“NO SMOKING” signs are posted where appropriate.
	•		Hazardous waste will be removed in a timely manner.

List of Emergency Equipment:

	•		Fire Alarms
	•		Fire Sprinkler System
	•		Smoke Detectors
	•		Emergency Lighting
	•		Fire Extinguishers
	•		First Aid Supplies
	•		Spill Kits

Type of Communication Systems:

	•		An audible emergency alarm system.
	•		A visual alarm system.
	•		Telephones throughout the entire facility.

8.

Evacuation Monitors:

	•		There shall be at least two personnel from each floor (total of four) appointed as the Evacuation Monitors (EM). A backup evacuation monitor will be appointed for each primary EM.
	•		The EMs shall assist the Emergency Coordinator and the alternates in assuring that their work area is evacuated during an emergency.

9.

Emergency Procedures

	•		Evacuation drills are practiced annually.
	•		Emergency exits and exit routes are marked at each stairwell.
	•		An audible/visual alarm system, with back-up power, is used to notify occupants of the need to evacuate the facility.

•

It is the responsibility of all supervisors to assure that everyone participates in the annual drills.

In the event of an emergency, the Emergency Coordinator or the alternates shall be notified immediately, as per the Emergency Call List.

a.

Facility Notification and Evacuation

	•		In an event of fire, explosion, earthquake or other similar emergencies, the supervisors and EMs shall assure that all employees have evacuated their work areas and account for them at the outside assembly location.
	•		If the emergency was fire or explosion, one member of the Emergency Coordinator or an alternate will check the fire panel.
	•		The Emergency Coordinator or the alternates will inform the responding Emergency Personnel to the location of the emergency.

b.

Fires and Explosions

	•		In case of a fire or explosion, any employee may activate the fire alarm.
	•		Upon fire alarm activation, all employees are to proceed directly to the evacuation assembly area.
	•		Once outside, anyone with information about the fire, the explosion or people remaining in the building must report that information to the Emergency Coordinator.

	c.		Release of Hazardous Materials
			Releases can only be from containers.

•

Volatile and Gaseous Materials:

	•		Absorbent will be placed on liquid spills.
	•		Areas will be restricted and ventilation systems checked.
	•		The liquid spill will then be evaluated and cleaned up by properly trained personnel.
	•		All clean-up material will be handled as hazardous waste.

•

Radioactive Materials:

	•		Personnel will evacuate and secure the area.
	•		Technical Operations personnel will assess and will mitigate the situation.

•

Corrosive Materials

•

Absorbent and/or neutralization agents will be spread over spills.

10.

Training

	•		Those who do not work with or around hazardous materials receive fire protection and evacuation training when initially hired and participate in annual evacuation drills.
	•		Employees who work with hazardous materials receive training on hazardous materials and safe work practices when they are hired.
	•		Refresher training is given annually and whenever new hazards are introduced.
	•		Although GDS does not expect its employees to be “first responders,” individuals may receive emergency response, first aid/CPR or other relevant training.

11.

Records

	•		Copies of the Emergency Response Plan are maintained by the Emergency Coordinator, the Alternate Emergency Coordinators and Human Resources.
	•		Release report records, maintenance/safety records, and drill records are maintained by the EH&S Manager.
	•		Training records are maintained by the EH&S Manager.
	•		Emergency call lists are posted throughout the building.

2652 McGaw Ave., Irvine, CA 92614

Figure 2: First Floor Evacuation Route and Hazardous Material Location

First Floor — 2652 McGaw Avenue, Irvine,CA 92614

Figure 3: Second Floor Evacuation Route

Second Floor — 2652 McGaw Avenue, Irvine, CA 92614

CHEMICAL CLASSIFICATION FORM

SR# (if applicable)                                                  

Global Dosimetry Solutions, Inc.		1 of 1
2652 McGaw Avenue
Irvine, CA ###-###-####		Area: Not Applicable

CHEMICAL CLASSIFICATION FORM

SR# (if applicable)                                                  

Global Dosimetry Solutions, Inc.		1 of 1
2652 McGaw Avenue
Irvine, CA ###-###-####		Area: Not Applicable

CHEMICAL CLASSIFICATION SUMMARY SHEET

Hazard Class: FL-1B

Chemical Name		Amount Stored		O. S. Use		C. S. Use		Location of Storage		Location of Use
Methanol		50 gal		3 gal		0 gal		Flammable Cabinet		CR39 Laboratory
Isopropvl Alcohol		5 gal		1 gal		0 gal		Flammable Cabinet		TLD and CR39 Laboratories

Interior Storage: 65 gal Exterior Storage: 0 gal Open System Use: 4 gal Closed System Use: 0 gal

Hazard Class :ICG

Chemical Name		Amount Stored		O. S. Use		C. S. Use		Location of Storage		Location of Use
Nitrogen		304 cf		304 cf		0 cf		Film Developer Room		Film Developer Room
P-10		304 cf		0 cf		304 cf		TLD Laboratory		TLD Laboratory

Hazard Class: CRY

Chemical Name		Amount Stored		O. S. Use		C. S.Use		Location of Storage		Location of Use
Nitrogen		1400 gal		1400 gal		0 gal		Exterior Storage Room		TLD Laboratory

Interior Storage: 0 gal Exterior Storage: 400 gal Open System Use: 400 gal Closed System Use: 0 gal

Hazard Class: TOX

Chemical Name		Amount Stored		O. S. Use		C. S. Use		Location of Storage		Location of Use
Methanol		50 gal		3 gal		0 gal		Flammable Cabinet		CR39 Laboratory

Interior Storage: 50 gal Exterior Storage: 0 gal Open System Use: 3 gal Closed System Use: 0 gal

Hazard Class: COR

(Chemical Name		Amount Stored		O. S. Use		C. S. Use		Location of Storage		Location of Use
Hydrochloric Acid		50 gal		2 gal		0 gal		Chemical Storage Room		CR39 Laboratory
Sodium Hydroxide		50 gal		5 gal		0 gal		Chemical Storage Room		CR39 Laboratory
X-Ray Developer		250 gal		10 gal		0 gal		Chemical Storage Room		Film Developer
Fixer/Hardener		125 gal		5 gal		0 gal		Chemical Storage Room		Film Developer
Indicator Stopbath		125 gal		5 gal		0 gal		Chemical Storage Room		Film Developer
EC Rapid Fixer		250 gal		10 gal		0 gal		Chemical Storage Room		Film Developer

Interior Storage: 850 gal Exterior Storage: 0 gal Open System Use: 37 gal Closed System Use: 0 gal

Chemical Name		Amount Stored		O. S. Use		C. S. Use		Location of Storage		Location of Use
Methanol		50 gal		3 gal		0 gal		Flammable Cabinet		CR39 Laboratory
Isopropyl Alcohol		5 gal		l gal		0 gal		Flammable Cabinet		TLD and CR39 Laboratories
Photo-Flo 200		7 gal		10.25 gal		0 gal		Chemical Storage Room		Film Developer

Interior Storage: 62 gal Exterior Storage: 0 gal Open System Use: 4.25 gal Closed System Use: 0 gal

Global Dosimetry Solutions, Inc		1 of 2
2652 McGaw Avenue
Irvine, CA 92614-5840		Area: Not Applicable

CHEMICAL CLASSIFICATION SUMMARY SHEET

Hazard Class: OHH

Chemical Name		Amount Stored		O.S. Use		C.S. Use		Location of Storage		Location of Use
Methanol		50 gal		3 gal		0 gal		Flammable Cabinet		CR39 Laboratory
Isopropyl Alcohol		5 gal		l gal		0 gal		Flammable Cabinet		TLD and CR39 Laboratories
Hydrochloric Acid		50 gal		2 gal		0 gal		Chemical Storage Room		CR39 Laboratory

Interior Storage: 105 gal Exterior Storage: 0 gal Open System Use: 6 gal Closed System Use: 0 gal

Global Dosimetry Solutions, Inc		2 of 2
2652 McGaw Avenue
Irvine, CA ###-###-####		Area: Not Applicable

CHEMICAL CLASSIFICATION SUMMARY TOTALS

FL-1B

Interior Storage		65 gal
Exterior Storage
Open System Use
Closed System Use

ICG

Interior Storage		1608 cf
Exterior Storage		0 cf
Open System Use		304 cf
Closed System Use		304 cf

CRY

Interior Storage		0 gal
Exterior Storage		400 gal
Open System Use		400 gal
Closed System Use		0 gal

TOX

Interior Storage		50 gal
Exterior Storage		0 gal
Open System Use		3 gal
Closed System Use		0 gal

COR

Interior Storage		850 gal
Exterior Storage		0 gal
Open System Use		37 gal
Closed System Use		0 gal

Interior Storage		62 gal
Exterior Storage		0 gal
Open System Use		4.25 gal
Closed System Use		0 gal

OHH

Interior Storage		105 gal
Exterior Storage		0 gal
Open System Use		6 gal
Closed System Use		0 gal

Global Dosimetry Solutions,Inc.		1 of 1
2652 McGaw Avenue
Irvine, CA ###-###-####		Area: Not Applicable