(a) "Building" shall mean the building designated in Item 4 of the Term Sheet and the land and other real property in the parcel more particularly described on Exhibit "A" hereto, and all other improvements on or appurtenances to said parcel.

(b) "Business Day" shall mean Monday through Friday, but excludes the following holidays or the days on which the holidays are designated for observance: New Year's Day, Memorial Day, Independence Day, Labor Day, President's Day, Thanksgiving Day and Christmas Day.

(c) "Business Hours" shall be the hours designated in Item 5 of the Term Sheet.

(d) "Calendar Year" shall mean any period during the Initial Term or any Extended Term of this Lease commencing on January 1 and ending on the next following December 31.

(e) "Common Areas" shall include all interior and exterior common areas, including, but not limited to, parking areas, driveways, building signs, landscaping, paving, sidewalks, hallways, stairways, escalators, elevators, common entrances, lobbies, rest rooms and other similar public areas and access ways.

(f) "Lease" shall include this Lease Agreement, the Term Sheet, Landlord's Worksheet, Exhibits A, B, C, D, E and F and all other Exhibits, if any, specified in Item 6 of the Term Sheet. Initials: Landlord __________ Tenant ________________

(g) "Operating Expenses" shall mean any and all costs, expenses and disbursements of every kind and character that are reasonable, actual and necessary (subject to the limitations set forth below) which Landlord shall incur, pay or become obligated to pay at competitive prices in connection with the ownership of any estate or interest in the Building or the operation, maintenance, repair, replacement and security of the Building, including a management fee as specified in Item 7 of the Term Sheet, all as determined in accordance with generally accepted accounting principles consistently applied.

Operating Expenses shall not include Property Taxes as defined in Section 1(i); depreciation of the Building; expenses performed as a special service for another tenant that are not standard for all tenants; advertising, public relations and promotions attributable to Landlord's efforts to increase or maintain the occupancy rate in the Building; tenants' improvements; utility expenses provided to the Premises and separately metered and paid directly by Tenant; legal and other expenses in enforcing the terms of any lease or incurred with respect to negotiations or disputes with present or prospective tenants or occupants of the Building; real estate brokers' commissions' (unless specifically agreed otherwise herein); salaries or other compensation due any employee above the grade of building manager; state, federal or local income taxes, excess profits or franchise taxes or other such taxes imposed on or measured by or determined from the gross income of Landlord; any ground lease rental; interest on debt or amortization payments on mortgages or deeds of trust or any other debt for borrowed money whether secured or unsecured; repairs or other work needed because of fire, windstorm, or other casualty or cause insured against by Landlord or to the extent Landlord's insurance required under Section 17 would have provided insurance, whichever is the greater coverage; nonrecurring costs incurred to remedy structural defects in original construction materials or installations; any costs, fines or penalties incurred because Landlord violated any governmental rule or authority; costs incurred to test, survey, cleanup, contain, abate, remove or otherwise remedy hazardous wastes or asbestos-containing materials from the Building or Premises unless the wastes or asbestos-containing materials were in or on the Building or Premises because of Tenant's negligence or intentional acts; overhead and profit paid to Landlord or affiliates of Landlord for services rendered to the extent the same exceeds the costs of such services rendered by unaffiliated third parties on a competitive basis; all costs of a capital nature under generally accepted accounting principles consistently applied, including but not limited to: (i) rentals and other related expenses incurred in leasing capital items such as air conditioning systems, elevators or other equipment that would not be considered normal maintenance, repair, management or operation expenses; (ii) extraordinary alterations to and replacements of capital items; (iii) costs of equipment, tools and/or improvements not normally expensed in one year; and (iv) expenditures for compliance with governmental requirements in effect prior to occupancy of the Building; costs incurred by Landlord with respect to goods and services (including utilities sold and supplied to tenants and occupants of the Building) to the extent that Landlord is entitled to reimbursements for such costs; any compensation paid to clerks, attendants or other persons in commercial concessions operated by Landlord or in the parking garage of the Building. If less than ninety-five Percent (95%) of the rentable square footage in the Building shall have been occupied by tenants at the time the Base Year Operating Expenses are determined or any adjustment period thereafter, Operating Expenses shall be "grossed up" to the amount of Operating Expenses that, using reasonable projections, it would normally be expected to be incurred during the Base Year or any adjustment period thereafter assuming the total rentable square footage in the Building were occupied during the Base Year or any adjustment period thereafter, as determined under generally accepted accounting principles consistently applied. Only those component expenses that are affected by variations in occupancy levels shall be so adjusted.

Notwithstanding the foregoing, Operating Expenses may include the cost of any capital improvements (i) which are made for the primary purpose of reducing Operating Expenses, or (ii) which may be required by governmental authority under any governmental law or regulation that was not applicable to the Building as of the date of this Lease, which cost shall be amortized over the period used by Landlord for Federal Income Tax purposes, together with interest on the unamortized balance at the rate equal to the Prime Rate published in the Wall Street Journal or such higher rate as may have been paid by Landlord on funds borrowed for the purpose of constructing such capital improvements.

The Base Year for Operating Expense purposes, the total dollar amount of Base Operating Expenses and Tenant's Percentage Share of same are designated in Item 7 of the Term Sheet.

(h) "Premises" shall mean the portion of the Building located on the floor(s) specified in Item 8 of the Term Sheet which is outlined on the floor plan(s) attached hereto as Exhibit "B." The Premises contain the fixtures, improvements and other property now installed plus any improvements described in Section 3(b) and Landlord's Worksheet.

(i) "Property Taxes" shall mean the total of all ad valorem real property taxes and currently due installments of assessments, special or otherwise, levied upon, or with respect to or reasonably allocable to the Building or the rent and additional charges payable thereunder, imposed by any taxing authority having jurisdiction. With respect to the payment of assessments, special or otherwise, payment in installments over the longest possible term shall be deemed to have been elected in any instance where a determinable option so to pay existed, or may exist, notwithstanding that an assessment may have been, or may hereafter be, paid infull, and Tenant shall bear its pro rata share of only such installments plus applicable interest on the outstanding principal balance from time to time as would have become due, payable and delinquent during the Initial Term or any applicable Extended Term had the installment option been elected. Property Taxes also shall include all taxes, levies and charges which may be assessed, levied or imposed in replacement of or in addition to all or any part of ad valorem real property taxes as revenue sources, and which in whole or in part are measured or calculated by, based upon or allocable to the Building, the leasehold estate of Landlord or Tenant or the rent and other charges payable thereunder.

Notwithstanding the foregoing, Property Taxes shall not include federal, state or local income taxes; franchise, gift, transfer, excise, capital stock, estate, succession or inheritance taxes; penalties or interest for late payment of Property Taxes.

The Base Year for Property Tax purposes, the total dollar amount of Base Property Taxes and Tenant's Percentage Share of same are designated in Item 9 of the Term Sheet.

(j) "Tenant's Percentage Share" shall mean the percentage figure specified in Item 10 of the Term Sheet which is equal to the rentable square footage of the Premises as specified in Item 11 of the Term Sheet divided by the rentable square footage of the Building, and expressing the fraction as a percentage.

(k) "Term Sheet" shall mean the terms set forth in the foregoing paragraphs delineated as "Term Sheet," which terms are hereby incorporated in this Lease as if set forth in full. In the event of any conflict between any provision of the Term Sheet and this Lease, the latter shall control.

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