Common use of Operating Expenses Clause in Contracts

Operating Expenses. (a) For each calendar year occurring during the Term, Tenant shall pay to Landlord, as Additional Rent, an amount equal to Tenant’s Occupancy Percentage of the Operating Expenses for such calendar year as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”). However, (i) for the first calendar year occurring within the Term (i.e., the calendar year commencing on January 1, 2004 and ending on December 31, 2004), Operating Expenses shall be deemed to consist only of amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later than the last day of the Term, the Tenant’s Operating Expense Share shall be prorated to correspond to that portion of such calendar year occurring within the Term. (b) Tenant shall pay Tenant’s Operating Expense Share for each such calendar year pursuant to the following provisions: (1) For each calendar month occurring during any such calendar year, Tenant, on the first (1st) day of such calendar month, shall make a payment on account of Tenant’s Operating Expense Share equal to one-twelfth (1/12th) of Landlord’s good-faith estimate of Tenant’s Operating Expense Share for such calendar year as shown on the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”). However, (A) Landlord, by notice to Tenant, may, at any time and from time to time during any calendar year, reduce the amount of the Monthly Estimated OE Payment for such calendar year, and (B) for the balance of the first calendar year occurring within the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments shall be in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for any calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments shall be made only for calendar months during such calendar year occurring within the Term. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________

Operating Expenses. (a) For each calendar year occurring during the Term, Tenant shall pay to Landlord, as Additional Rent, an amount equal to Tenant’s Occupancy Percentage of the If Lessor's Operating Expenses for such calendar year as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”). However, (i) per net rentable square foot for the first calendar year occurring within the Term (i.e.Property, the calendar year commencing on January 1, 2004 and ending on December 31, 2004), Operating Expenses shall be deemed to consist only of amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for in any calendar year during the term of this Lease exceeds the Operating Expense Base, Lessee agrees to pay as additional rent Lessee's share of such excess operating expenses. As used herein, the term "Lessee's share of ----------------- such excess Operating Expenses" means the amount by which ends later Lessor's Operating ------------------------------ Expenses per net rentable square foot exceed the Operating Expense Base, multiplied by the net rentable square feet comprising the Leased Premises. Lessor may invoice Lessee monthly for Lessee's share of the estimated operating expenses for each calendar year, which amount shall be adjusted each year based upon anticipated operating expenses. Within one-hundred twenty (120) days following the close of each calendar year, Lessor shall provide Lessee an accounting showing in reasonable detail all computations of additional rent due under this section. Failure of Lessor to give Lessee said notice within said time period shall not be a waiver of Lessor's right to collect said additional rent. If the accounting shows that the total of the monthly payments made by Lessee exceeds the amount of the additional rent due by Lessee under this section, the accounting shall be accompanied by a refund. If the accounting shows that the total of the monthly payments made by Lessee is less than the amount of additional rent due by Lessee under this section, the accounting shall be accompanied by an invoice for the additional rent. Notwithstanding any other provisions in this Lease, during the year in which the Lease terminates, Lessor within six (6) months following the termination date, shall have the option to invoice Lessee for Lessee's share of the excess operating expenses based upon the previous year's operating expenses. If this Lease shall terminate on a day other than the last day of the Terma calendar year, the Tenant’s Operating Expense Share amount of any additional rent payable by Lessee applicable to the year in which such termination shall occur shall be prorated to correspond to on the ratio that portion the number of such days from the commencement of the calendar year occurring to and including the termination date bears to 365. Lessee shall have the right at its own expense and within the Term. (b) Tenant shall pay Tenant’s Operating Expense Share for each such calendar year pursuant a reasonable time, to audit during Lessor's regular business hours Lessor's books relevant to the following provisions: additional rent payable under this Section. Notwithstanding anything to the contrary contained in this Lease, if the Building is not occupied to the extent of ninety-five percent (1) For each calendar month occurring during any such calendar year, Tenant, on the first (1st) day of such calendar month, shall make a payment on account of Tenant’s Operating Expense Share equal to one-twelfth (1/12th95%) of Landlord’s good-faith estimate of Tenant’s Operating Expense Share for such calendar year as shown on the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”). Howeverrentable area thereof, (A) Landlord, by notice to Tenant, may, at any time and from time to time during any calendar year, reduce Lessee's additional rent under this Section and the amount operating expenses shall be determined as if the Building had been occupied to the extent of ninety-five (95%) of the Monthly Estimated OE Payment for rentable area during such calendar year, and . Lessee agrees to pay any additional rent due under this Section within thirty (B30) for the balance days following receipt of the first calendar year occurring within the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments shall be in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for any calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments shall be made only for calendar months during such calendar year occurring within the Terminvoice or accounting showing additional rent due. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________

Operating Expenses. Lessee agrees to pay, as additional rent, Lessee’s Pro Rata Share of Lessor’s Operating Expenses (ahereinafter defined) For for the Building without deduction or set-off of any kind except as otherwise set forth herein. Lessor may invoice Lessee monthly for Lessee’s Pro Rata Share of the estimated Operating Expenses for each calendar year occurring during year, which amount shall be adjusted from time-to-time (but no more than once per calendar year) based upon anticipated Operating Expenses. As of the Termdate hereof, Tenant shall pay to Landlord, as Additional Rent, an amount equal to Tenant’s Occupancy Percentage of it is estimated that the Operating Expenses for such calendar year as hereinafter provided (2003 will be approximately […***…] per rentable square foot. Within four months following the close of each calendar year, Lessor shall provide Lessee an accounting showing in reasonable detail all computations of additional rent due under this Section. In the event the accounting shows that the total of the monthly payments made by Lessee exceeds the amount so payable of additional rent due by Tenant being herein called “Tenant’s Operating Expense Share”)Lessee under this Section, such amount shall be credited against the next required payment of base rent. HoweverIn the event the accounting shows that the total of the monthly payments made by Lessee is less than the amount of additional rent due by Lessee under this Section, (i) the account shall be accompanied by an invoice for the first calendar year occurring within the Term (i.e., the calendar year commencing additional rent. If this Lease shall terminate on January 1, 2004 and ending on December 31, 2004), Operating Expenses shall be deemed to consist only of amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later a day other than the last day of the Terma calendar year, the Tenant’s Operating Expense Share amount of any additional rent payable by Lessee applicable to the year in which such termination shall occur shall be prorated on the ratio that the number of days from the commencement of the calendar year to correspond and including the termination date bears to that portion 365. Provided Lessee is not in default of any terms of this Lease, Lessee shall have the right, at its own expense, to audit Lessor’s books relevant to the additional rent payable under this Section. With respect to such audit, Lessee (i) may review Lessor’s books during office hours, (ii) must perform such audit at the location of Lessor’s books, (iii) must request such audit within six (6) months of receipt of its annual reconciliation of Operating Expenses, (iv) must deliver to Lessor a copy of the results of such audit, (v) may not audit the same calendar year occurring within the Term. more than one time; and (bvi) Tenant shall pay Tenant’s Operating Expense Share for each may not have such calendar year pursuant to the following provisions: (1) For each calendar month occurring during any such calendar yearaudit conducted by a contingency fee-based auditor or accountant. If, Tenant, on the first (1st) day as a result of such calendar monthaudit, it is determined that the Operating Expenses have been overstated by three percent (3%) or more, Lessor shall make be required to reimburse Lessee for the costs of such audit. Assignees of Lessee may only audit periods for which they occupy the Leased Premises and subtenants of Lessee shall have no audit rights. If the audit discloses a payment on account discrepancy, within ten (10) days following receipt of Tenant’s Operating Expense Share equal the results of the audit, the discrepancy will be resolved by either Lessee paying to one-twelfth (1/12th) of Landlord’s good-faith estimate of Tenant’s Operating Expense Share for such calendar year as shown on Lessor the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”). However, (A) Landlord, amount owed by notice to Tenant, may, at any time and from time to time during any calendar year, reduce Lessee or by Lessor crediting the amount of Lessee’s overpayment against the Monthly Estimated OE Payment for such calendar year, and (Bpayment(s) for the balance of the first calendar year occurring within the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments shall be in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for any calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments shall be made only for calendar months during such calendar year occurring within the TermBase Rent or additional rent next owing by Lessee. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________

Operating Expenses. (a) For each calendar year occurring during the Term, Tenant shall agrees to pay to Landlord, as Additional Rent, an amount equal to (except during the applicable Free Rent Period) Tenant’s Occupancy Percentage pro rata share of the Operating Expenses for such calendar year (as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”). However, (idefined) for the first calendar year occurring within the Term (i.e.Leased Premises. For purposes of this Lease, the calendar year commencing on January 1, 2004 and ending on December 31, 2004), Tenant’s pro rata share of Operating Expenses shall be deemed paid by Tenant in the proportion that the Rentable Area in the Leased Premises (as set forth hereinabove) bears to consist only the total Rentable Area in Unit A and Landlord and Tenant agree that such pro rata share shall equal one hundred percent (100%). Landlord may invoice Tenant monthly for Tenant’s pro rata share of amounts paid or incurred onthe estimated Operating Expenses for each calendar year, or subsequent towhich amount shall be adjusted each year based upon anticipated Operating Expenses determined in Landlord’s reasonable discretion. Within four (4) months following the close of each calendar year, Landlord shall provide Tenant an accounting showing in reasonable detail all computations of Operating Expenses due under this section including. In the event the accounting shows that the total of the monthly payments made by Tenant exceeds the amount of Operating Expenses due by Tenant under this section, the Commencement Dateaccounting shall be accompanied by a refund. In the event the accounting shows that the total of the monthly payments made by Tenant is less than the amount of Operating Expenses due by Tenant under this section, and (ii) the accounting shall be accompanied by an invoice for any calendar year which ends later the Operating Expenses due as Additional Rent. If this Lease shall terminate on a day other than the last day of the Terma calendar year, the Tenant’s Operating Expense Share amount of any Additional Rent payable by Tenant applicable to the year in which such termination shall occur shall be prorated to correspond to on the ratio that portion the number of such days from the commencement of the calendar year occurring to and including the Expiration Date bears to 365. Tenant shall have the right, at its own expense and within six (6) months after Tenant receives the Term. accounting described above, to audit Landlord’s books relevant to the Additional Rent payable under this section upon reasonable notice to Landlord, but not more than once each calendar year; however, if the audit correctly discloses an overpayment by Tenant of more than the greater of (a) five percent (5%) of Operating Expenses or (b) Tenant Five Hundred and No/100 Dollars ($500.00), Landlord shall pay Tenant’s Operating Expense Share for each such calendar year pursuant to the following provisions: (1) For each calendar month occurring during any such calendar year, Tenant, on the first (1st) day reasonable cost of such calendar month, shall make a payment on account audit. Tenant agrees to keep the results of Tenant’s Operating Expense Share equal to one-twelfth (1/12th) of Landlord’s good-faith estimate of Tenant’s Operating Expense Share for such calendar year as shown on the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”). However, (A) Landlord, by notice to Tenant, may, at any time audit strictly confidential and from time to time during pay any calendar year, reduce the amount Additional Rent due under this section within ten days following receipt of the Monthly Estimated OE Payment for such calendar year, and (B) for the balance of the first calendar year occurring within the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments shall be in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for any calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments shall be made only for calendar months during such calendar year occurring within the Terminvoice or accounting showing Additional Rent due. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________

Operating Expenses. (a) For each calendar year occurring during 4.4.1 In addition to the TermFixed Minimum Rent, Tenant shall pay to Landlord its pro-rata share of the increase in Operating Expenses (as such term is hereinafter defined) over the first Lease year which shall be defined as 1997. Such pro-rata share shall be determined by multiplying the Operating Expenses by the Tenant's Percentage referred to in Section 1.1 hereof. The Operating Expenses for each prospective calendar year shall be determined and estimated by Landlord. Tenant agrees to pay its share of Operating Expenses, as Additional Rentadditional rent, an amount equal to in monthly payments in advance during the term of this Lease as may be estimated by Landlord. At the end of each calendar year, Landlord shall advise Tenant of Tenant’s Occupancy Percentage 's share of the Operating Expenses payable for such calendar year as hereinafter computed on the accrual basis based upon the costs thereof to Landlord. Tenant upon written request to Landlord shall be provided (with an itemized cost analysis in reasonable detail and shall have the amount so right to review the records in support of Landlord's calculation of Tenant's share of the Operating Expenses. If Tenant's review of Landlord's records in support of Tenant's share of the Operating Expenses results in a finding that Landlord overcharged Tenant, Tenant shall have the right to require Landlord to ▇▇▇▇ Tenant for Tenant's share of Operating Expenses annually as opposed to being paid in monthly payments as provided for in this Section 4.4. 1. If there shall have been an underpayment by Tenant, Tenant shall forthwith pay the difference, and if there shall be an overpayment by Tenant, Tenant shall be given a credit towards the next due payment(s) of its share of Operating Expenses. The Operating Expenses payable by Tenant being as provided for herein called “Tenant’s Operating Expense Share”shall not increase from the immediately preceding annual period by more than four percent (4%). However; and, (i) for provided that any and all non-controllable items which comprise the first calendar year occurring within the Term (i.e., the calendar year commencing on January 1, 2004 and ending on December 31, 2004), Operating Expenses shall be deemed to consist only of amounts (such as real estate taxes, premiums paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later than the last day of the Term, the Tenant’s Operating Expense Share shall be prorated to correspond to that portion of such calendar year occurring within the Term. (b) Tenant shall pay Tenant’s Operating Expense Share for each such calendar year pursuant to the following provisions: (1) For each calendar month occurring during any such calendar year, Tenant, insurance on the first (1stBuilding and similar items) day of such calendar month, shall make a payment on account of Tenant’s Operating Expense Share equal to one-twelfth (1/12th) of Landlord’s good-faith estimate of Tenant’s Operating Expense Share for such calendar year as shown on the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”). However, (A) Landlord, by notice to Tenant, may, at any time and from time to time during any calendar year, reduce the amount of the Monthly Estimated OE Payment for such calendar year, and (B) for the balance of the first calendar year occurring within the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments shall be in the amount set forth on Exhibit C hereto, and shall be payable only on by Tenant and not subject to such limitation. 4.4.2 For the first purposes of this Section 4.4, the term "Operating Expenses" shall include all reasonable and customary costs and expenses relating to the operation and maintenance of the Building as an office building, including, but not limited to, costs of replacement for tools and equipment, reasonable amounts paid to managing agents of the Building, amounts paid for legal or other professional services related to the Premises, costs of clerical and accounting staff and costs of telephone, telegraph, postage, stationery supplies and other materials required by such staff, amounts paid to contractors for services, materials and supplies (1st) day including without limitation, the servicing and maintenance of each calendar month occurring after the calendar month in which the Commencement Date occurselevator, plumbing, heating, air conditioning, ventilating, lighting, electrical, security and fire alarms and other systems and equipment), reasonable premiums paid for insurance, cost of equipment rental, including applicable taxes, costs of electricity, water and other utilities, Real Estate Taxes (hereinafter defined), and (C) for any calendar year which ends later than costs of painting the last day Premises or Common Areas. The term "Operating Expenses" shall also include all costs and expenses relating to the operation and maintenance of the TermParcel and all improvements thereon, including without limitation all costs of landscape maintenance and the materials and supplies incident thereto, all costs and expenses relating to the maintenance and operation of all entrances, exits, parking areas, driveways, curbs, walks, and exterior lighting, reasonable premiums for public liability and other insurance. For the purposes of this Section 4.4, the Monthly Estimated OE Payments term "Real Estate Taxes" shall include all real estate taxes, assessments (general and special) and other governmental impositions and charges of every kind and nature whatsoever, extraordinary as well as ordinary, foreseen or unforeseen, and each and every installment thereof, which shall or may during the Lease Term be made only for calendar months during such calendar year occurring within levied, assessed, imposed, become due and payable, or liens upon, or arise in connection with the Termuse, occupancy or possession of, or grow due or payable out of, or for, the Building or any part thereof, the Parcel and all improvements thereon. Operating Expenses and Real Estate Taxes do not include, nor shall Tenant be obligated to contribute towards, any expenses associated in any way with Landlord's compliance with the Americans with Disabilities Act, toxic or hazardous materials regulations (whether federal, state or local) or asbestos abatement or containment other than materials introduced into the Premises by Tenant. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________

Operating Expenses. (a) For each calendar year occurring during the Term, Tenant shall also pay to Landlord, as Additional Rent, an amount equal to Tenant’s Occupancy Percentage of the Operating Expenses for such calendar year as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”). However, (i) for the first calendar year occurring within the Term (i.e., the calendar year additional rent commencing on January 1, 2004 and ending on December 31, 2004), Operating Expenses shall be deemed to consist only of amounts paid or incurred on, or subsequent to, the Commencement Date, and Tenant's pro rata share of the operating expenses of Landlord for the Building and/or project of which the Premises are a part. Landlord may invoice Tenant monthly for Tenant's pro rata share of the estimated operating expenses for each calendar year, which amount shall be adjusted from time-to-time by Landlord based upon anticipated operating expenses. Within ninety (ii90) days following the close of each calendar year, Landlord shall provide Tenant an accounting showing in reasonable detail all computations of additional rent due under this Section. In the event the accounting shows that the total of the monthly payments made by Tenant exceeds the amount of additional rent due by Tenant under this Section, the accounting shall be accompanied by evidence of a credit to Tenant's account. In the event the accounting shows that the total of the monthly payments made by Tenant is less than the amount of additional rent due by Tenant under this Section, the accounting shall be accompanied by an invoice for the additional rent. Notwithstanding any calendar other provision in this Lease, during the year in which ends later this Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant for Tenant's pro rata share of the operating expenses based upon the previous year's operating expenses. If this Lease shall terminate on a day other than the last day of the Terma calendar year, the Tenant’s Operating Expense Share amount of any additional rent payable by Tenant applicable to the year in which the termination shall occur shall be prorated to correspond to on the ratio that portion the number of such days from the commencement of the calendar year occurring to and Including such termination date bears to 365. Tenant agrees to pay any additional rent due under this Section within ten (10) days following receipt of the Term. (b) Tenant invoice or accounting showing additional rent due. Tenant's pro rata share set forth in Section 1.8 shall pay Tenant’s Operating Expense Share for each such calendar year pursuant to the following provisions: (1) For each calendar month occurring during any such calendar year, Tenant, on the first (1st) day of such calendar month, shall make a payment on account of Tenant’s Operating Expense Share be equal to one-twelfth (1/12th) a percentage based upon a fraction the numerator of Landlord’s good-faith estimate of Tenant’s Operating Expense Share for such calendar year as shown on which is the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”). However, (A) Landlord, by notice to Tenant, may, at any time and from time to time during any calendar year, reduce the amount total area of the Monthly Estimated OE Payment for such calendar yearPremises as set forth in Article 1, subject to adjustment as provided in this Lease, and the denominator of which shall be the net rentable area of the Building. Upon termination of the Lease, Landlord and Tenant agree to reconcile within sixty (B60) days any amounts due from either party for the balance of the first calendar year occurring within the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments shall be in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for any calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments shall be made only for calendar months during such calendar year occurring within the Term. (2) Any overpayment over payment or underpayment of operating expenses by Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________.

Operating Expenses. Tenant shall pay from time to time an amount (the "Excess") calculated by multiplying (a) For each the amount by which the Basic Cost (defined below), divided by the Total Rentable Square Feet, exceeds $5.50 (the "Expense Stop"), by (b) the Rentable Square Feet. The Excess may be calculated and collected annually in arrears on a calendar year occurring during basis and, in such event, shall be due within thirty (30) days after Landlord furnishes to Tenant a written statement (the Term"Annual Operating Statement") reflecting the Basic Cost for the calendar year (as may be adjusted as provided herein) and calculating the Excess, if any. Said statement shall be furnished by April 1 immediately following the applicable calendar year, or as soon thereafter as practicable. Alternatively, Excess may be estimated and collected monthly and then reconciled against Basic Costs at calendar year end. In such event, Landlord shall make and notify Tenant of its good faith estimate of the Excess for the applicable calendar year (or part thereof), whereafter, Tenant shall pay to Landlord, as Additional Rentin advance on the first day of each calendar month of such year (or part thereof), an amount equal to Tenant’s Occupancy Percentage the estimated Excess divided by 12 (or such lesser number of the Operating Expenses for such calendar year months as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”applicable). However, (i) for the first calendar year occurring within the Term (i.e., the calendar year commencing on January 1, 2004 and ending on December 31, 2004), Operating Expenses shall be deemed to consist only of amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later than the last day of the Term, the Tenant’s Operating Expense Share shall be prorated to correspond to that portion of such calendar year occurring within the Term. (b) Tenant shall pay Tenant’s Operating Expense Share for each such calendar year pursuant to the following provisions: (1) For each calendar month occurring during any such calendar year, Tenant, on the first (1st) day of such calendar month, shall make a payment on account of Tenant’s Operating Expense Share equal to one-twelfth (1/12th) of Landlord’s good-faith estimate of Tenant’s Operating Expense Share for such calendar year as shown on the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”). However, (A) Landlord, by notice to Tenant, may, at any time and from From time to time during any calendar year, reduce Landlord may re-estimate the amount Excess for that calendar year and the monthly installments of Excess payable by Tenant shall be adjusted accordingly so that, by the end of the Monthly Estimated OE Payment calendar year in question, Tenant shall have paid the full Excess as estimated by Landlord for such calendar year, and . The Basic Cost (B) for the balance of other than the first calendar year occurring within the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments shall be in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, Building is occupied) and (C) Expense Stop shall be prorated for any calendar year which ends later than the last day portion of the Term, the Monthly Estimated OE Payments shall be made only for Term which is less than a full calendar months during such calendar year occurring within the Termyear. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________

Operating Expenses. (a) For each calendar year occurring during Throughout the Term, Tenant shall pay to Landlordon a monthly basis, without demand, as Additional RentRent for the Premises, an amount equal Tenant's Proportionate Share of the Operating Expenses (as defined in SECTION 4.01(b) hereof). Such payments shall be made as follows: (1) Prior to Tenant’s Occupancy Percentage the Commencement Date and on the first day of January of each year during the Term, or as soon thereafter as is practicable, Landlord shall furnish Tenant with Landlord's estimate of the Operating Expenses for such calendar year as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”)forthcoming year. However, (i) for On the first calendar year occurring within the Term (i.e., the calendar year commencing on January 1, 2004 and ending on December 31, 2004), Operating Expenses shall be deemed to consist only of amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later than the last day of the Termeach month during such year, the Tenant’s Operating Expense Share shall be prorated to correspond to that portion of such calendar year occurring within the Term. (b) Tenant shall pay Tenant’s Operating Expense Share for each such calendar year pursuant to the following provisions: (1) For each calendar month occurring during any such calendar year, Tenant, on the first (1st) day of such calendar month, shall make a payment on account of Tenant’s Operating Expense Share equal to one-twelfth (1/12th) of Tenant's Proportionate Share of the estimated Operating Expenses for such year. If for any reason Landlord has not provided Tenant with Landlord’s good-faith 's Operating Expenses estimate on or before the first day of January of any year during the Term, then, until the first day of the calendar month following the month in which Tenant is given Landlord's estimate of Tenant’s Operating Expense Share for such calendar year as shown Expenses, Tenant shall continue to pay to Landlord on the Final Budget first day of each calendar month the monthly sum payable by Tenant under this SECTION 4.01 for such calendar the month of December of the preceding year. (2) On the first day of April of each year during the Term, or as soon thereafter as reasonably practical, Landlord shall furnish to Tenant a statement of the actual Operating Expenses for the preceding year. Within thirty (such payments on account being herein called 30) days after the “Monthly Estimated OE Payments”). Howeverdelivery of that statement, (A) Landlorda lump sum payment will be made by Tenant equal to the amount, if any, by notice which Tenant's Proportionate Share of the actual Operating Expenses exceeds the amount, if any, which Tenant has paid toward the estimated Operating Expenses pursuant to SECTION 4.01(a)(1) above. If Tenant's Proportionate Share of the actual Operating Expenses is less than the amount Tenant has paid toward the estimated Operating Expenses pursuant to SECTION 4.01(a)(1) above, mayLandlord shall apply such amount to the next accruing installments of Rent due hereunder. The foregoing notwithstanding, at any time and Landlord shall have the right from time to time during any year, but not more frequently than twice in any calendar year, reduce to notify Tenant in writing of any change in Landlord's estimate of Operating Expenses for the then current year, in which event Tenant's Proportionate Share of Operating Expenses, as previously estimated, shall be adjusted to reflect the amount shown in such notice and shall be effective, and due from Tenant, on the first day of each month following Landlord's giving of such notice. Landlord also shall have the Monthly Estimated OE Payment right to ▇▇▇▇ Tenant for understatements in Operating Expenses charged to Tenant for only the immediately preceding two (2) calendar years and Tenant shall reimburse Landlord for such calendar year, and understated charges within thirty (B30) for the balance days after receipt of the first calendar an invoice from Landlord. The effect of this SECTION 4.01(a) is that Tenant will pay during each year occurring within during the Term Tenant's Proportionate Share of actual Operating Expenses. (i.e., the period commencing on 3) If the Commencement Date and ending occurs on December 31a date other than the first day of January, 2004)or if the Term ends on a date other than the last day of December, the Monthly Estimated OE Payments shall be in actual Operating Expenses for the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month year in which the Commencement Date or the Expiration Date occurs, and (C) as the case may be, shall be prorated so that Tenant shall pay that portion of Tenant's Proportionate Share of Operating Expenses for any calendar such year represented by a fraction, the numerator of which ends later than shall be the last day number of days during such fractional year falling within the Term, and the Monthly Estimated OE Payments denominator of which is 365 (or 366, in the case of a leap year). The provisions of this SECTION 4.01 shall be made only survive the Expiration Date or any sooner termination provided for calendar months during such calendar year occurring within the Termin this Lease. (2b) Any overpayment As used in this Lease, "OPERATING EXPENSES" means all expenses, costs, and disbursements of every kind which Landlord incurs, pays or underpayment becomes obligated to pay in connection with the operation, repair, and maintenance of Tenant’s the Building, which cost shall include all expenditures by Landlord to maintain all facilities in operation at the beginning of the term and such additional facilities installed in subsequent years as Landlord may consider necessary or beneficial for the operation of the Building in a first class manner. All Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof Expenses shall be reconciled after determined according to generally accepted accounting principles (which shall be consistently applied) and shall include, but are not limited to, the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________following:

Operating Expenses. (a) For Tenant shall also pay as additional rent Tenant's pro rata share of the operating expenses of Landlord for the Building. Landlord may invoice Tenant monthly for Tenant's pro rata share of the estimated operating expenses for each calendar year occurring during year, which amount shall be adjusted from time-to-time by Landlord based upon reasonably anticipated operating expense. Within six (6) months following the Termclose of each calendar year, Landlord shall provide Tenant an accounting showing in reasonable detail the computations of additional rent due under this Section. In the event the accounting shows that the total of the monthly payments made by Tenant exceeds the amount of additional rent due by Tenant under this Section, the accounting shall pay to Landlord, as Additional Rent, an amount equal be accompanied by evidence of a credit to Tenant’s Occupancy Percentage 's account. In any event the accounting shows that the total of the Operating Expenses for such calendar year as hereinafter provided (monthly payments made by Tenant is less than the amount so payable of additional rent due by Tenant being herein called “Tenant’s Operating Expense Share”). Howeverunder this Section, (i) the accounting shall be accompanied by an invoice for the first calendar year occurring within the Term (i.e., the calendar year commencing additional rent. If this Lease shall terminate on January 1, 2004 and ending on December 31, 2004), Operating Expenses shall be deemed to consist only of amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later a day other than the last day of the Terma calendar year, the Tenant’s Operating Expense Share amount of any additional rent payable by Tenant applicable to the year in which the termination shall occur shall be prorated to correspond to on the ratio that portion the number of such days from the commencement of the calendar year occurring to and including such termination date bears to 365. Tenant agrees to pay any additional rent due under this Section within ten (10) days following receipt of the Term. (b) Tenant shall pay Tenant’s Operating Expense Share for each such calendar year pursuant to invoice or accounting showing additional rent due. Following development and construction of a second building on the following provisions: (1) For each calendar month occurring during any such calendar yearproperty, as described in Subsection 1.4 above, Tenant's pro rata share set forth in Section 1.9 shall, on the first (1st) day of such calendar monthsubject to reasonable adjustment by Landlord, shall make a payment on account of Tenant’s Operating Expense Share be equal to one-twelfth (1/12th) a percentage based upon a fraction, the numerator of Landlord’s good-faith estimate which is the total area of the Premises as set forth in Article 1 and the denominator of which shall be the net rentable area of both the Tenant’s Operating Expense Share for such calendar year 's Building and the second building, as shown on the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”). However, (A) Landlord, by notice to Tenant, may, at any time and same may change from time to time during any calendar year, reduce the amount of the Monthly Estimated OE Payment for such calendar year, and (B) for the balance of the first calendar year occurring within the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments shall be in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for any calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments shall be made only for calendar months during such calendar year occurring within the Termtime. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________

Operating Expenses. (a) For each In the event the Operating Expenses for the Building and/or the Property of which the Leased Premises are a part, shall, in any calendar year occurring during the Term, exceed Landlord’s Operating Expenses for the Building and/or the Property for the period from April 1, 2011 through March 31, 2012 (the “Base Year”), Tenant agrees to pay as Additional Rent Tenant’s pro rata share of such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share of the estimated Operating Expenses for each calendar year, which amount shall pay to Landlordbe adjusted each year based upon anticipated Operating Expenses. Within six (6) months following the close of each calendar year, as Landlord shall provide Tenant an accounting showing in reasonable detail all computations of Additional Rent due under this section. In the event the accounting shows that the total of the monthly payments made by Tenant exceeds the amount of Additional Rent due by Tenant under this section, the accounting shall reflect a credit against Base Rent and other charges due hereunder. In the event the accounting shows that the total of the monthly payments made by Tenant is less than the amount of Additional Rent due by Tenant under this section, the account shall be accompanied by an invoice for the Additional Rent, and if in the last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, Landlord shall correct the amount equal of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses by more than 10% of the Base Year Operating Expense, Landlord shall additionally pay the cost of the audit not to exceed $5,000. Notwithstanding any other provision in this Lease, during the year in which the Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant for Tenant’s Occupancy Percentage pro rata share of the excess Operating Expenses for such calendar year as hereinafter provided (based upon the amount so payable by Tenant being herein called “Tenantprevious year’s Operating Expense Share”)Expenses. However, (i) for the first calendar year occurring within the Term (i.e., the calendar year commencing If this Lease shall terminate on January 1, 2004 and ending on December 31, 2004), Operating Expenses shall be deemed to consist only of amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later a day other than the last day of the Terma calendar year, the Tenant’s Operating Expense Share amount of any Additional Rent payable by Tenant applicable to the year in which such termination shall occur shall be prorated to correspond to on the ratio that portion the number of such days from the commencement of the calendar year occurring to and including the termination date bears to 365. Tenant agrees to pay any Additional Rent due under this section within the Term. ten (b10) Tenant shall pay Tenant’s Operating Expense Share for each such calendar year pursuant to the days following provisions: (1) For each calendar month occurring during any such calendar year, Tenant, on the first (1st) day of such calendar month, shall make a payment on account of Tenant’s Operating Expense Share equal to one-twelfth (1/12th) of Landlord’s good-faith estimate of Tenant’s Operating Expense Share for such calendar year as shown on the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”). However, (A) Landlord, by notice to Tenant, may, at any time and from time to time during any calendar year, reduce the amount receipt of the Monthly Estimated OE Payment for such calendar year, and (B) for the balance of the first calendar year occurring within the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments shall be in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for any calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments shall be made only for calendar months during such calendar year occurring within the Terminvoice or accounting showing Additional Rent due. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________

Operating Expenses. Lessee agrees to pay, as additional rent, Lessee’s pro rata share (aas determined by the formula set forth in Section 2.02 above) For of Lessor’s Operating Expenses (hereinafter defined) for the Building without deduction or set-off of any kind except as otherwise set forth herein. Lessor may invoice Lessee monthly for Lessee’s pro rata share of the estimated Operating Expenses for each calendar year occurring during year, which amount shall be adjusted from time-to-time based upon anticipated Operating Expenses. As of the Termdate hereof, Tenant shall pay to Landlord, as Additional Rent, an amount equal to Tenant’s Occupancy Percentage of it is estimated that the Operating Expenses for such calendar year as hereinafter provided (the amount so payable by Tenant being herein called “Tenant2000 will be approximately $2.44 per rentable square foot. Lessor agrees that Lessee’s obligation to pay Controllable Operating Expense Share”). However, (i) for the first calendar year occurring within the Term Expenses (i.e., the calendar year commencing on January 1, 2004 and ending on December 31, 2004), all Operating Expenses other than taxes, insurance and utility costs) shall not be increased by more than five percent (5%) per annum on a cumulative per square foot basis. Within four months following the close of each calendar year, Lessor shall provide Lessee an accounting showing in reasonable detail all computations of additional rent due under this Section. In the event the accounting shows that the total of the monthly payments made by Lessee exceeds the amount of additional rent due by Lessee under this Section, such amount shall be deemed refunded to consist only Lessee. In the event the accounting shows that the total of amounts paid or incurred on, or subsequent tothe monthly payments made by Lessee is less than the amount of additional rent due by Lessee under this Section, the Commencement Date, and (ii) account shall be accompanied by an invoice for any calendar year which ends later the additional rent. If this Lease shall terminate on a day other than the last day of the Terma calendar year, the Tenant’s Operating Expense Share amount of any additional rent payable by Lessee applicable to the year in which such termination shall occur shall be prorated on the ratio that the number of days from the commencement of the calendar year to correspond and including the termination date bears to that portion 365. Provided Lessee is not in default of any terms of this Lease, Lessee shall have the right, at its own expense, to audit Lessor’s books relevant to the additional rent payable under this Section. With respect to such audit, Lessee (i) may review Lessor’s books during office hours, (ii) must perform such audit at the location of Lessor’s books; provided, however, Lessor must provide a location within Texas to review same if its books are otherwise held outside of the United States, (iii) must request such audit within three (3) years of receipt of its annual reconciliation of Operating Expenses, (iv) must deliver to Lessor a copy of the results of such calendar year occurring within the Term. (b) Tenant shall pay Tenant’s Operating Expense Share for each such calendar year pursuant to the following provisions: (1) For each calendar month occurring during any such calendar year, Tenant, on the first (1st) day of such calendar month, shall make a payment on account of Tenant’s Operating Expense Share equal to one-twelfth (1/12th) of Landlord’s good-faith estimate of Tenant’s Operating Expense Share for such calendar year as shown on the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”). However, (A) Landlord, by notice to Tenant, may, at any time and from time to time during any calendar year, reduce the amount of the Monthly Estimated OE Payment for such calendar yearaudit, and (Bv) may not audit the same calendar year more than one time. If, as a result of such audit, it is determined that the Operating Expenses have been overstated by three percent (3%) or more, Lessor shall be required to reimburse Lessee for the balance costs of such audit within thirty (30) days of receipt of written request therefore. Assignees of Lessee may only audit periods for which they occupy the Leased Premises and subtenants of Lessee shall have no audit rights. Lessee agrees to pay any additional rent due under this Section within thirty (30) days following receipt of the first calendar year occurring within the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments shall be in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for any calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments shall be made only for calendar months during such calendar year occurring within the Terminvoice or accounting showing additional rent due. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________

Operating Expenses. (a) For Tenant shall also pay as additional rent Tenant's pro rata share of the operating expenses of Landlord for the Building. Landlord may invoice Tenant monthly for Tenant's pro rata share of the estimated operating expenses for each calendar year occurring year, which amount shall be adjusted from time-to-time by Landlord based upon anticipated operating expenses. Within six (6) months following the close of each calendar year, Landlord shall provide Tenant an accounting showing in reasonable detail the computations of additional rent due under this Section. In the event the accounting shows that the total of the monthly payments made by Tenant exceeds the amount of additional rent due by Tenant under this section, the accounting shall be accompanied by evidence of a credit to Tenant's account. In any event the accounting shows that the total of the monthly payments made by Tenant is less than the amount of additional rent due by Tenant under this Section, the accounting shall be accompanied by an invoice for the additional rent. Notwithstanding any other provisions in this lease, during the Termyear in which this Lease terminates, Tenant shall pay to Landlord, as Additional Rentprior to the termination date, an amount equal shall have the option to invoice Tenant for Tenant’s Occupancy Percentage 's pro rata share of the Operating Expenses for such calendar year as hereinafter provided (operating expenses based upon the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”)previous year's operating expenses. However, (i) for the first calendar year occurring within the Term (i.e., the calendar year commencing If this Lease shall terminate on January 1, 2004 and ending on December 31, 2004), Operating Expenses shall be deemed to consist only of amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later a day other than the last day of the Terma calendar year, the Tenant’s Operating Expense Share amount of any additional rent payable by Tenant applicable to the year in which the termination shall occur shall be prorated to correspond to on the ratio that portion the number of such days from the commencement of the calendar year occurring to and including such termination date bears to 365. Tenant agrees to pay any additional rent due under this Section within ten (10) days following receipt of the Term. (b) Tenant shall pay invoice or accounting showing additional rent due. Tenant’s Operating Expense Share for each such calendar year pursuant 's pro rata share set forth in Section 1.7 shall, subject to the following provisions: (1) For each calendar month occurring during any such calendar yearreasonable adjustment by Landlord, Tenant, on the first (1st) day of such calendar month, shall make a payment on account of Tenant’s Operating Expense Share be equal to one-twelfth (1/12th) a percentage based upon a fraction, the numerator of Landlord’s good-faith estimate which is the total area of Tenant’s Operating Expense Share for such calendar year the Premises as shown on set forth in Article 1 and the Final Budget for such calendar year (such payments on account being herein called denominator of which shall be the “Monthly Estimated OE Payments”). Howevernet rentable area of the Building, (A) Landlord, by notice to Tenant, may, at any time and as the same may change from time to time during any calendar year, reduce the amount of the Monthly Estimated OE Payment for such calendar year, and (B) for the balance of the first calendar year occurring within the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments shall be in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for any calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments shall be made only for calendar months during such calendar year occurring within the Termtime. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________

Operating Expenses. (a) For each calendar year occurring during the TermSubject to Section 2.5 hereof, Tenant shall also pay to Landlordas additional rent Tenant's pro rata share of the operating expenses of Landlord for the Building. Landlord may invoice Tenant monthly for Tenant's pro rata share of the estimated operating expenses for each calendar year, as Additional Rentwhich amount shall be adjusted from time-to-time by Landlord based upon anticipated operating expenses. Within six (6) months following the close of each calendar year, Landlord shall provide Tenant an accounting showing in reasonable detail by line item the computations of additional rent due under this Section. In the event the accounting shows that the total of the monthly payments made by Tenant exceeds the amount equal of additional rent due by Tenant under this Section, the accounting shall be accompanied by evidence of a credit to Tenant’s Occupancy Percentage 's account. In any event the accounting shows that the total of the Operating Expenses for such calendar year as hereinafter provided (monthly payments made by Tenant is less than the amount so payable of additional rent due by Tenant being herein called “Tenant’s Operating Expense Share”). Howeverunder this Section, (i) the accounting shall be accompanied by an invoice for the first additional rent. Within ninety (90) days of receipt of the operating expense reconciliation for the previous year, Tenant shall have the right to audit Landlord's books and records as they pertain to operating expenses for the immediately preceding calendar year occurring year, in Landlord's office and with reasonable notice. If Tenant does not provide notice to Landlord within ninety (90) days of its intent to audit, Tenant shall automatically waive and release its right to audit for the Term (i.e., preceding calendar year. The cost of said audit shall be borne by Tenant unless the audit discloses that Tenant has overpaid its proportionate share of operating expenses for the calendar year commencing on January 1, 2004 and ending on December 31, 2004in question by more than ten percent (10%), Operating Expenses in which case the reasonable expense of the audit shall be deemed to consist only of amounts paid or incurred on, or subsequent toborne by Landlord. If the audit reveals that Landlord's actual statement was incorrect in any amount, the Commencement Dateresulting excess or deficiency shall be paid by or reimbursed to Tenant, as the case may be. Notwithstanding any other provisions in this Lease, during the year in which this Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant for Tenant's pro rata share of the operating expenses based upon the previous year's operating expenses and (ii) for any calendar year which ends later will be adjusted appropriately when actual expenses have been compiled. If this Lease shall terminate on a day other than the last day of the Terma calendar year, the Tenant’s Operating Expense Share amount of any additional rent payable by Tenant applicable to the year in which the termination shall occur shall be prorated to correspond to on the ratio that portion the number of such days from the commencement of the calendar year occurring to and including such termination date bears to 365. Tenant agrees to pay any additional rent due under this Section within ten (10) days following receipt of the Term. (b) Tenant shall pay invoice or accounting showing additional rent due. Tenant’s Operating Expense Share for each such calendar year pursuant 's pro rata share set forth in Section 1.7 shall, subject to the following provisions: (1) For each calendar month occurring during any such calendar yearreasonable adjustment by Landlord, Tenant, on the first (1st) day of such calendar month, shall make a payment on account of Tenant’s Operating Expense Share be equal to one-twelfth (1/12th) a percentage based upon a fraction, the numerator of Landlord’s good-faith estimate which is the total area of Tenant’s Operating Expense Share for such calendar year the Premises as shown on set forth in Article 1 and the Final Budget for such calendar year (such payments on account being herein called denominator of which shall be the “Monthly Estimated OE Payments”). Howevernet rentable area of the Building, (A) Landlord, by notice to Tenant, may, at any time and as the same may change from time to time during any calendar year, reduce the amount of the Monthly Estimated OE Payment for such calendar year, and (B) for the balance of the first calendar year occurring within the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments shall be in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for any calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments shall be made only for calendar months during such calendar year occurring within the Termtime. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________

Operating Expenses. (a) For each Pursuant to Section 6 of the Original Lease, as amended by Section 8 of the First Amendment, in addition to the Base Rent Subtenant shall be obligated to pay its proportionate share of any Net Operating Expenses; provided, however, that for purposes of determining Subtenant’s share of such expenses “Base Year” shall be the 2020 calendar year occurring such that Subtenant shall only be responsible for increases above the actual Net Operating Expenses incurred during the Term, Tenant shall pay 2020 calendar year. Sublandlord agrees to Landlord, as Additional Rent, an amount equal provide timely notice to Tenant’s Occupancy Percentage Subtenant of the estimated Net Operating Expenses for such calendar any year during the Sublease Term as hereinafter provided (the amount so payable furnished by Tenant being herein called “Tenant’s Operating Expense Share”). However, (i) for the first calendar year occurring within the Term (i.e., the calendar year commencing on January 1, 2004 and ending on December 31, 2004), Operating Expenses shall be deemed to consist only of amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later than the last day Master Landlord in accordance with Section 6.4 of the Term, the Tenant’s Operating Expense Share shall Original Lease. Any amounts due by Subtenant under this Section 5 will be prorated due and payable to correspond to that portion of such calendar year occurring within the Term. (b) Tenant shall pay Tenant’s Operating Expense Share for each such calendar year pursuant to the following provisions: (1) For each calendar month occurring during any such calendar year, Tenant, Sublandlord on the first of each month. During the Sublease Term, upon the receipt of a Reconciliation Statement pursuant to Section 6.5 of the Original Lease, Sublandlord shall provide to Subtenant written notice of the amount of any over- or under-payment with respect to Subtenant’s share of Net Operating Expenses. In the event of an underpayment, Subtenant shall pay Sublandlord for any deficiency within thirty (1st30) day calendar days after receipt of such calendar monthnotice. In the event of an overpayment, Subtenant shall make a payment be entitled to offset the excess against the next payment(s) due to Sublandlord on account of TenantSubtenant’s share of Net Operating Expense Share equal to one-twelfth (1/12th) of Landlord’s good-faith estimate of Tenant’s Operating Expense Share for Expenses or such calendar year as shown on the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”). However, (A) Landlord, by notice to Tenant, may, at any time and from time to time during any calendar year, reduce the amount of the Monthly Estimated OE Payment for such calendar year, and (B) for the balance of the first calendar year occurring within the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments excess amounts shall be in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day paid by Sublandlord to Subtenant if no further payments of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for any calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments shall be made only for calendar months during such calendar year occurring within the TermNet Operating Expenses are due. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________

Operating Expenses. (a) For each calendar year occurring during During the Sublease Term, Tenant Subtenant shall pay to LandlordSublandlord, as Additional Rentwith respect to any Operating Year or portion thereof during the Sublease Term, an amount equal to Tenant’s Occupancy Percentage 78.50% of the Operating Expenses for such calendar year as hereinafter provided (the amount so payable by Tenant being herein called “TenantSublandlord’s Operating Expense Share”). However, (i) Share for the first calendar year occurring within the Term (i.e., the calendar year commencing Master Premises for such Operating Year or portion thereof. Subtenant shall make estimated payments on January 1, 2004 and ending on December 31, 2004), account of Subtenant’s share of Sublandlord’s Operating Expenses Expense Share as reasonably estimated by Sublandlord. Such payments shall be deemed to consist only made in the fashion herein provided for the payment of amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later than the last day Base Rent. The estimated payments on account of the Term, the TenantSubtenant’s share of Sublandlord’s Operating Expense Share shall be prorated sufficient to correspond provide Sublandlord, by the end of each year, a sum equal to that portion Subtenant’s required payments for such year. Within a reasonable time after Sublandlord receives Master Landlord’s year-end statement of such calendar year occurring within the Term. (b) Tenant shall pay TenantSublandlord’s Operating Expense Share for each such calendar year pursuant to the following provisions: (1) For each calendar month occurring during any such calendar yearimmediately preceding Operating Year, Tenant, on Sublandlord shall give Subtenant a notice of the first (1st) day of such calendar month, shall make a payment on account of Tenant’s Operating Expense Share equal to one-twelfth (1/12th) of Landlord’s good-faith estimate of Tenant’s Operating Expense Share amounts actually paid by Sublandlord for such calendar year as shown on year. If the Final Budget sum of the estimated monthly payments already made by Subtenant for such calendar year (such payments preceding Operating Year exceed Subtenant’s actual required payment, as reflected on account being herein called the “Monthly Estimated OE Payments”). HoweverSublandlord’s notice, (A) Landlord, by notice to Tenant, may, at any time and from time to time during any calendar year, reduce Sublandlord shall credit the amount of overpayment against subsequent obligations of Subtenant with respect to Base Rent, Operating Expenses or Taxes (or refund such overpayment if the Monthly Estimated OE Payment Sublease Term has ended and Subtenant has no further obligation to Sublandlord); but if Subtenant’s required payments for such calendar year, and (B) for the balance of the first calendar preceding year occurring within the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments shall be in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for any calendar year which ends later are greater than the last day of the Term, the Monthly Estimated OE Payments shall be estimated payments (if any) theretofore made only for calendar months during such calendar year occurring within the Term. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof for such year, Subtenant shall be reconciled pay to Sublandlord the amount necessary within ten (10) days after the end receipt of such calendar year as provided in Section 2.2(f)notice. ________________________________________________________________________________________________________________________All obligations set forth herein shall survive the termination or expiration of the Sublease Term.

Operating Expenses. (a) For Tenant shall also pay as additional rent Tenant's pro rata share of the operating expenses of Landlord for the Building. Landlord may invoice Tenant monthly for Tenant's pro rata share of the estimated operating expenses for each calendar year, which amount shall be adjusted once per year occurring by Landlord based upon anticipated operating expenses. Within six (6) months following the close of each calendar year, Landlord shall provide Tenant an accounting showing in reasonable detail the computations of additional rent due under this Section. In the event the accounting shows that the total of the monthly payments made by Tenant exceeds the amount of additional rent due by Tenant under this Section, the accounting shall be accompanied by evidence of a credit to Tenant's next rental due. In any event the accounting shows that the total of the monthly payments made by Tenant is less than the amount of additional rent due by Tenant under this Section, the accounting shall be accompanied by an invoice for the additional rent. Notwithstanding any other provisions in this Lease, during the Termyear in which this Lease terminates, Tenant shall pay to Landlord, as Additional Rentprior to the termination date, an amount equal to shall invoice Tenant for Tenant’s Occupancy Percentage 's pro rata share of the Operating Expenses then current estimate for such calendar year as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”)operating expenses. However, (i) for the first calendar year occurring within the Term (i.e., the calendar year commencing If this Lease shall terminate on January 1, 2004 and ending on December 31, 2004), Operating Expenses shall be deemed to consist only of amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later a day other than the last day of the Terma calendar year, the Tenant’s Operating Expense Share amount of any additional rent payable by Tenant applicable to the year in which the termination shall occur shall be prorated to correspond to on the ratio that portion the number of such days from the Commencement of the calendar year occurring to and including such termination date bears to 365. Tenant agrees to pay any additional rent due under this Section within thirty (30) days following receipt of the Term. invoice or accounting showing additional rent due. Within ninety (b90) days of receipt of the operating expense reconciliation for the previous year, Tenant shall pay Tenant’s Operating Expense Share have the right to audit Landlord's books and records as they pertain to operating expenses for each such calendar year pursuant to the following provisions: (1) For each calendar month occurring during any such immediate preceding calendar year, in Landlord's office and with reasonable notice. If Tenant does not provide notice to Landlord within ninety (90) days of its intent to audit, Tenant shall automatically waive and release its right to audit for the preceding calendar year. The cost of said audit shall be borne by Tenant unless the audit discloses that Tenant has overpaid its proportionate share of operating expenses for the calendar year in question by more than five percent (5%), in which case the reasonable expense of the audit shall be borne by Landlord. If the audit reveals that Landlord's actual statement was incorrect in any amount, the resulting excess or deficiency shall be paid by or reimbursed to Tenant as the case may be. Tenant's pro rata share set forth in Section 1.7 shall, on the first (1st) day of such calendar monthsubject to reasonable adjustment by Landlord, shall make a payment on account of Tenant’s Operating Expense Share be equal to one-twelfth (1/12th) a percentage based upon a fraction, the numerator of Landlord’s good-faith estimate of Tenant’s Operating Expense Share for such calendar year as shown on which is the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”). However, (A) Landlord, by notice to Tenant, may, at any time and from time to time during any calendar year, reduce the amount net rentable area of the Monthly Estimated OE Payment for such calendar year, Premises as set forth and (B) for the balance denominator of which shall be the net rentable area of the first calendar year occurring within completed portions of the Term building (i.e., the period commencing on the Commencement Date and ending on December 31, 2004fifth floor will be excluded from this computation until completed), as the Monthly Estimated OE Payments shall be in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for any calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments shall be made only for calendar months during such calendar year occurring within the Termsame may change from time to time. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________

Operating Expenses. (a) For each Landlord shall determine or estimate th Operating Expenses for the calendar year occurring during in which the Term, Tenant shall pay Occupancy Date occurs. Beginni of the amount estimated by Landlord to be Tenant's Percentage Share of Operating Expe Landlord, as Additional Rent, an amount equal to Tenant’s Occupancy Percentage of the Operating Expenses for such calendar year as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”). However, (i) for the first calendar year occurring within the Term (i.e., the calendar year commencing on January 1, 2004 and ending on December 31, 2004), Operating Expenses shall be deemed to consist only of amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later than the last day of the Term, the Tenant’s Operating Expense Share shall be prorated to correspond to that portion of such calendar year occurring within the Term. (b) Tenant shall pay Tenant’s Operating Expense Share for each such calendar year pursuant to the following provisions: (1) For each calendar month occurring during any such calendar year, Tenant, on the first (1st) day of such calendar month, shall make a payment on account of Tenant’s Operating Expense Share equal to one-twelfth (1/12th) of Landlord’s good-faith estimate of Tenant’s Operating Expense Share for such calendar year as shown on the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”). However, (A) Landlord, by notice to Tenant, may, at any time and from time to time during any calendar year, reduce the amount of the Monthly Estimated OE Payment for such calendar year, and (B) for the balance of the first calendar year occurring within the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments shall be in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after remaining in th estimate such increases to Tenant's Percentage Share of Operating Expenses as of the calendar month in which Tenant to pay one-twelfth (1/12) of such estimated amount as Additional Rent hereunde month. In the Commencement Date occurs, and (C) for event that during the course of any calendar year which ends Operating Expenses have i the amount of Operating Expenses estimated by Landlord at the commencement of that ca amount of the monthly estimated payments to be paid by Tenant in order to take into a from Landlord of any such increase, Tenant shall pay the full amount of the recalcula remainder of the subject calendar year. In making the aforesaid recalculation, Landl Landlord for any increased Operating Expenses applicable to that portion of the subje of Landlord's notice. Not later than the last day of the Term, the Monthly Estimated OE Payments shall be made only for calendar months during such calendar year occurring within the Term. ninety (290) Any overpayment or underpayment of Tenant’s Operating Expense Share for days following any calendar year based on (including the Monthly Estimated OE Payments on account thereof year fo terminates), Landlord shall be reconciled after furnish Tenant with a true and correct accounting of the end in the preceding calendar year, and within thirty (30) days of Landlord's delivery of the amount of any underpayment by Tenant of Tenant's Percentage Share of Operating Ex by Landlord to give such calendar year as provided in Section 2.2(faccounting shall not constitute a waiver by Landlord of its Operating Expenses or any underpayment by Tenant thereof. Landlord shall credit the next estimated installment(s) of Tenant's Percentage Share of Operating Expenses or, terminated (other than due to a default by Tenant). ________________________________________________________________________________________________________________________, shall refund the amount of overpa obligation upon Tenant to demand such refund from Landlord.

Operating Expenses. (a) For each calendar year occurring during the TermIn addition to Base Rent and other sums payable by Tenant under this Lease, Tenant shall pay to Landlord, as Additional Rent, an amount equal to Tenant’s Occupancy Percentage of amounts for the Operating Expenses for such calendar year as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”). However, (idefined below) for the first calendar year occurring within the Term (i.e., the calendar year commencing on January 1, 2004 and ending on December 31, 2004), Operating Expenses shall be deemed to consist only of amounts paid or incurred on, or subsequent to, Premises. Upon the Commencement Date, and thereafter prior to the commencement of each calendar year occurring wholly or partially within the Term or as soon as practical thereafter, Landlord shall estimate the annual amount of Operating Expenses payable by Tenant pursuant to this provision, and Tenant shall pay to Landlord on the first day of each month in advance, one twelfth (iil/12th) of such estimated amount. In the event that during any calendar year of the Term, Landlord determines that the actual amount of Operating Expenses for such year will exceed the estimate, Landlord may revise such estimate by written notice to Tenant, and Tenant shall pay to Landlord, concurrently with the regular monthly rent payment next due following the receipt of the revised estimate, an amount equal to the difference between the initial monthly estimate and the revised monthly estimate multiplied by the number of months expired during such calendar year and shall also pay an amount equal to the revised monthly estimate for the month of such payment. Subsequent installments shall be payable concurrently with the regular monthly Base Rent due for the balance of the calendar year and shall continue until the next calendar year’s estimate is rendered or Landlord next revises such estimate, whichever occurs sooner. Within one hundred twenty (120) days following the end of each year or a reasonable time thereafter, Landlord shall provide Tenant with a written statement of the actual total Operating Expenses for such year and there shall be an adjustment made to account for any difference between the amounts paid by Tenant and the actual amount of such Operating Expenses. If Tenant has overpaid, Landlord shall, provided Tenant is not in default hereunder, credit such overpayment to Tenant’s account. If Tenant has underpaid, Tenant shall pay the total amount of such deficiency to Landlord as Additional Rent with the next payment of Base Rent due under this Lease following delivery of written notice of said deficiency from Landlord to Tenant. Unless Tenant objects in writing regarding specific discrepancies in the Operating Expenses calculations for any calendar year which ends later than the last day of the Term, the Tenant’s Operating Expense Share shall be prorated to correspond to that portion of such calendar year occurring within the Term. ninety (b90) Tenant shall pay Tenant’s Operating Expense Share for each such calendar year pursuant to the following provisions: (1) For each calendar month occurring during any such calendar year, Tenant, on the first (1st) day of such calendar month, shall make a payment on account of Tenant’s Operating Expense Share equal to one-twelfth (1/12th) days after receipt of Landlord’s good-faith estimate of Tenant’s Operating Expense Share for such calendar year as shown on the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”). However, (A) Landlord, by notice to Tenant, may, at any time and from time to time during any calendar year, reduce the amount of the Monthly Estimated OE Payment final calculations for such calendar year, Tenant shall be deemed to have approved the same and to have waived the right to object to such calculations. “Operating Expenses” means Real Property Taxes (B) defined below), Landlord’s insurance premiums set forth in Section 7.1 and Landlord’s total costs for roof replacement as set forth in Section 8.1 to the balance extent the cost of such roof replacement is amortized over the first calendar year occurring within the Term (i.e.useful life of such capital item, the period commencing in each case with interest on the Commencement Date unamortized balance at a rate of ten percent (10%) per annum. As part of Operating Expenses Tenant shall also pay a monthly property management fee equal to four percent (4%) of monthly Operating Expenses and ending on December 31Base Rent (during the Abated Rent Period, 2004), the Monthly Estimated OE Payments such fee shall be in the amount set forth on Exhibit C hereto, equal to four percent (4%) of monthly Base Rent as though Base Rent was Twenty Thousand and shall be payable only on the first No/100 Dollars (1st$20,000.00) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for any calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments shall be made only for calendar months during such calendar year occurring within the Termper month). (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________

Operating Expenses. (a) For each calendar year occurring during the Term, Tenant shall also pay to Landlord, as Additional Rent, an amount equal to Tenant’s Occupancy Percentage of the Operating Expenses for such calendar year as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”). However, (i) for the first calendar year occurring within the Term (i.e., the calendar year additional rent commencing on January 1, 2004 and ending on December 31, 2004), Operating Expenses shall be deemed to consist only of amounts paid or incurred on, or subsequent to, the Commencement Date, and Tenant’s pro rata share of the operating expenses of Landlord for the Building and/or project of which the Premises are a part. Landlord may invoice Tenant monthly for Tenant’s pro rata share of the estimated operating expenses for each calendar year, which amount shall be adjusted by Landlord upon no less than thirty (ii30) days notice to Tenant based upon anticipated operating expenses. Within ninety (90) days following the close of each calendar year, Landlord shall provide Tenant an accounting showing in reasonable detail all computations of additional rent due under this Section. In the event the accounting shows that the total of the monthly payments made by Tenant exceeds the amount of additional rent due by Tenant under this Section, the accounting shall be accompanied by evidence of a credit to Tenant’s account. In the event the accounting shows that the total of the monthly payments made by Tenant is less than the amount of additional rent due by Tenant under this Section, the accounting shall be accompanied by an invoice for the additional rent. Notwithstanding any calendar other provision in this Lease, during the year in which ends later this Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant for Tenant’s pro rata share of the operating expenses based upon the previous year’s operating expenses. If this Lease shall terminate on a day other than the last day of the Terma calendar year, the Tenant’s Operating Expense Share amount of any additional rent payable by Tenant applicable to the year in which the termination shall occur shall be prorated to correspond to on the ratio that portion the number of such days from the commencement of the calendar year occurring to and including such termination date bears to 365. Tenant agrees to pay any additional rent due under this Section within thirty (30) days following receipt of the Term. (b) Tenant shall pay invoice or accounting showing additional rent due. Tenant’s Operating Expense Share for each such calendar year pursuant to the following provisions: (1) For each calendar month occurring during any such calendar year, Tenant, on the first (1st) day of such calendar month, pro rata share set forth in Section 1.8 shall make a payment on account of Tenant’s Operating Expense Share be equal to one-twelfth (1/12th) a percentage based upon a fraction the numerator of Landlord’s good-faith estimate of Tenant’s Operating Expense Share for such calendar year as shown on which is the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”). However, (A) Landlord, by notice to Tenant, may, at any time and from time to time during any calendar year, reduce the amount total area of the Monthly Estimated OE Payment for such calendar year, and (B) for the balance of the first calendar year occurring within the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments shall be in the amount Premises as set forth on Exhibit C heretoin Article 1, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for any calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments shall be made only for calendar months during such calendar year occurring within the Term. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year subject to adjustment as provided in Section 2.2(f). ________________________________________________________________________________________________________________________this Lease, and the denominator of which shall be the net rentable area of the Building.

Operating Expenses. (a) For each calendar year occurring Commencing on February 1, 1988 and ------------------ thereafter during the Termterm of this Lease, Tenant shall pay to Landlord, as Additional Rent, an amount equal to Tenant’s Occupancy Percentage the sum of the Operating Expenses for such calendar year as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”). However, (i) for the first calendar year occurring within the Term Tenant's Share of Operating Expenses (i.e., the calendar year commencing on January 1, 2004 and ending on December 31, 2004as hereinafter defined), Operating Expenses shall be deemed to consist only of amounts paid or incurred on, or subsequent to, the Commencement Date, and plus (ii) for any calendar year which ends later than the last day management fees equal to two and one-half percent (2-1/2%) of the Term, the Tenant’s Operating Expense Share shall be prorated to correspond to that portion sum of such calendar year occurring within the Term. (bx) Tenant shall pay Tenant’s Operating Expense Share for each such calendar year pursuant to the following provisions: (1) For each calendar month occurring during any such calendar year, Tenant, on the first (1st) day of such calendar month, shall make a payment on account of Tenant’s Operating Expense Share equal to one-twelfth (1/12th) of Landlord’s good-faith estimate of Tenant’s Operating Expense Share for such calendar year as shown on the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”). However, (A) Landlord, by notice to Tenant, may, at any time and from time to time during any calendar year, reduce the amount of the Monthly Estimated OE Payment for such calendar year, and (B) for the balance of the first calendar year occurring within the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments shall be in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for any calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments shall be made only for calendar months during such calendar year occurring within the Term. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). _________________________________________ Additional Rent payable under this Section 3.04 for any period of less than one month shall be apportioned on the basis of the number of days in such month. During December of each calendar year during the term of this Lease, or as soon thereafter as practicable, Landlord shall give Tenant written notice of its estimate of Additional Rent payable under this Section 3.04 for the ensuing calendar year; provided, however, Additional Rent during calendar year 1988 shall be calculated on the basis of an estimate of Additional Rent in the amount of _________________________________________________________________________________ of rentable area in the Leased Premises. On or before the first day of each month during the ensuing calendar year, Tenant shall pay to Landlord one-twelfth (1/12) of such estimated amounts together with the Annual Rent, provided that if such notice is not given in December, Tenant shall continue to pay during the ensuing calendar year on the basis of the amount payable during the calendar year just ended, until the month after such notice is given. If at any time or times it appears to Landlord that the Additional Rent payable under this Section 3.04 for the current calendar year will vary from Landlord's estimate by more than five percent (5%), Landlord shall revise, by notice to Tenant, its estimate for such year, and subsequent payments by Tenant for such year shall be based upon such revised estimate. Failure to make a revision contemplated by the immediately preceding sentence shall not prejudice Landlord's right to collect the full amounts of Additional Rent.

Operating Expenses. This Lease contemplates a transaction commonly described as a "triple-net lease" whereby the parties intend that Tenant shall bear all of the costs incurred by Landlord in connection with the operation, repair, maintenance, management, restoration and replacement of the Building or any portion thereof, except as otherwise expressly set forth in this Lease (a) For each calendar year occurring during collectively, "Operating Expenses"). In addition to the TermBase Rent, Tenant shall pay to Landlord, as Additional Rent, an amount equal to Tenant’s Occupancy Percentage Landlord during the Term of this Lease 100% of the annual Operating Expenses attributable to the Building as defined in this Section 3.3. Payments of annual Operating Expenses shall be estimated by Landlord and shall be due and payable monthly on the same date as the Base Rent. Operating Expenses payable by Tenant may be adjusted by Landlord on a quarterly basis should the actual Operating Expenses exceed the then current estimates. Within sixty (60) days after the expiration of each calendar year, Landlord shall provide Tenant with a reasonably detailed statement showing the actual amount of Operating Expenses for the prior calendar year. If the estimated payments of Operating Expenses made by Tenant for such prior year pursuant to this paragraph are less than or exceed the actual Operating Expenses for such calendar year as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”). However, (i) for the first calendar year occurring within the Term (i.e., the calendar year commencing on January 1, 2004 and ending on December 31, 2004), Operating Expenses shall be deemed to consist only of amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later than the last day of the Term, the Tenant’s Operating Expense Share shall be prorated to correspond to that portion of such calendar year occurring within the Term. (b) Tenant shall pay Tenant’s Operating Expense Share for each such calendar year pursuant to the following provisions: (1) For each calendar month occurring during any such calendar year, Tenant, on the first (1st) day of such calendar month, shall make a payment on account of Tenant’s Operating Expense Share equal to one-twelfth (1/12th) of Landlord’s good-faith estimate of Tenant’s Operating Expense Share for such calendar prior year as shown on in any such statement of actual Operating Expenses, then Tenant's account will be adjusted to reflect the Final Budget for such calendar year (such payments on account being herein called amounts due. All deficiencies are payable upon receipt of invoice and all overpayments made by Tenant shall be applied as a credit by Landlord to the “Monthly Estimated OE Payments”)next installment of Operating Expense reimbursement. HoweverConcurrently, (A) Landlord, by notice to Tenant, may, at any time and from time to time during any calendar year, reduce with the amount remittance of the Monthly Estimated OE Payment for such calendar yearprior year statement, and (B) for the balance or as soon thereafter as is reasonably possible, Landlord shall advise Tenant of the first calendar year occurring within then current year's estimate of Operating Expenses as well as the Term (i.e., the period commencing on monthly payment due thereon. Any deficiencies in monthly billing that may have accrued from either the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments shall be in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for any calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments shall be made only for calendar months during such calendar year occurring within the Term. (2) Any overpayment this Lease or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________the

Operating Expenses. (a) For each In the event Lessor's operating expenses for the building and/or project of which the leased premises are a part shall, in any calendar year occurring during the Termterm of this Lease, Tenant shall exceed the sum of 1997 BASE YEAR per square foot, Lessee agrees to pay to Landlord, as Additional Rent, an amount equal to Tenant’s Occupancy Percentage additional rent Lessee's pro rata share of the Operating Expenses for such calendar year as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”)excess operating expenses. However, notwithstanding any provision to the contrary in this Lease, Lessee's prorata share of such operating expenses other than taxes, insurance and utilities shall not increase by more than seven percent (i7%) per year over the base year during the term of the Lease or any renewal thereof. Lessor may invoice Lessee monthly for Lessee's pro rata share of the estimated operating expenses for each calendar year, which amount shall be adjusted each year based upon anticipated operating expense. Within three months following the close of each calendar year, Lessor shall provide Lessee an accounting showing in reasonable detail all computations of additional rent due under this section. In the event the accounting show that the total of the monthly payments made by Lessee exceeds the amount of additional rent due by Lessee under this section, the accounting shall be accompanied by a refund. In the event the accounting shows that the total of the monthly payments made by Lessee is less than the amount of additional rent due by Lessee under this section, the account shall be accompanied by an invoice for the first calendar additional rent. Notwithstanding any other provision in this Lease, during the year occurring within in which the Term (i.e.Lease terminates, Lessor, prior to the calendar year commencing termination date, shall have the option to invoice Lessee for Lessee's pro rata share of the excess operating expenses based upon the previous year's operating expenses. If this Lease shall terminate on January 1, 2004 and ending on December 31, 2004), Operating Expenses shall be deemed to consist only of amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later a day other than the last day of the Terma calendar year, the Tenant’s Operating Expense Share amount of any additional rent payable by Lessee applicable to the year in which such termination shall occur shall be prorated to correspond to on the ratio that portion the number of such days from the commencement of the calendar year occurring within to and including their termination date bears to 365. Lessee shall have the Term. (b) Tenant shall pay Tenant’s Operating Expense Share for each such calendar year pursuant right at its own expense and during normal business hours, to audit and photocopy Lessor's books relevant to the additional rent payable under this section. Lessee agrees to pay any additional rent due under this section within ten days following provisions: (1) For each calendar month occurring during any such calendar year, Tenant, on the first (1st) day of such calendar month, shall make a payment on account of Tenant’s Operating Expense Share equal to one-twelfth (1/12th) of Landlord’s good-faith estimate of Tenant’s Operating Expense Share for such calendar year as shown on the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”). However, (A) Landlord, by notice to Tenant, may, at any time and from time to time during any calendar year, reduce the amount receipt of the Monthly Estimated OE Payment for such calendar year, and (B) for the balance of the first calendar year occurring within the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments shall be in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for any calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments shall be made only for calendar months during such calendar year occurring within the Terminvoice or accounting showing additional rent due. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________

Operating Expenses. (a) For each calendar year occurring during In the Termevent, Tenant shall pay to Landlord, as Additional Rent, an amount equal to TenantLessor’s Occupancy Percentage of the Operating Expenses for such calendar year as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”). However, (i) operating expenses for the first calendar year occurring within building and/or project of which the Term (i.e.leased premises are a part shall, the calendar year commencing on January 1, 2004 and ending on December 31, 2004), Operating Expenses shall be deemed to consist only of amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for in any calendar year during the term of this Lease, exceed the sum of $1.18 per square foot, Lessee agrees to pay as additional rent Lessee’s pro rata share of such excess operating expenses. Lessor may invoice Lessee monthly for Lessee’s pro rata share of the estimated operating expenses for each calendar year, which ends later amount shall be adjusted each year based upon anticipated operating expenses. Within ninety days following the close of each calendar year, Lessor shall provide Lessee an accounting showing in reasonable detail all computations of additional rent due under this section. In the event the accounting shows that the total of the monthly payments made by Lessee exceeds the amount of additional rent due by Lessee under this section, the accounting shall be accompanied by a refund. In the event the accounting shows that the total of the monthly payments made by Lessee is less than the amount of additional rent due by Lessee under this section, the accounting shall be accompanied by an invoice for the additional rent. Notwithstanding any other provision in this Lease, during the year in which the Lease terminates, Lessor, prior to the termination date, shall have the option to invoice Lessee for Lessee’s pro rata share of the excess operating expenses based upon the previous year’s accounting expenses. If this Lease shall terminate on a day other than the last day of the Term, the Tenant’s Operating Expense Share shall be prorated to correspond to that portion of such calendar year occurring within the Term. (b) Tenant shall pay Tenant’s Operating Expense Share for each such calendar year pursuant to the following provisions: (1) For each calendar month occurring during any such a calendar year, Tenant, on the first (1st) day of such calendar month, shall make a payment on account of Tenant’s Operating Expense Share equal to one-twelfth (1/12th) of Landlord’s good-faith estimate of Tenant’s Operating Expense Share for such calendar year as shown on the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”). However, (A) Landlord, by notice to Tenant, may, at any time and from time to time during any calendar year, reduce the amount of any additional rent payable by Lessee applicable to the Monthly Estimated OE Payment for year in which such calendar year, and (B) for termination shall occur shall be pro rated on the balance ratio that the number of days from the commencement of the first calendar year occurring to and including the termination date bears to 365. Lessee shall have the right, at its own expenses and within a reasonable time, to audit Lessor’s books relevant to the Term additional rent payable under this section. Lessee agrees to pay any additional rent due under this section within twenty (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments shall be in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st20) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for any calendar year which ends later than the last day days following receipt of the Term, the Monthly Estimated OE Payments shall be made only for calendar months during such calendar year occurring within the Terminvoice or accounting showing additional rent due. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________

Operating Expenses. (a) For each In the event Lessor's operating expenses for the building and/or project of which the leased premises are a part shall, in any calendar year occurring during the Termterm of this Lease, Tenant shall pay to Landlord, as Additional Rent, an amount equal to Tenant’s Occupancy Percentage exceed the actual operating expenses of the Operating Expenses for such calendar year as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”). However, (i) for the first calendar year occurring within the Term (i.e., building during the calendar year commencing on January 11996; Lessee agrees to pay as additional rent Lessee's pro rata share of such excess operating expenses. Lessor may invoice Lessee monthly for Lessee's pro rata share of the estimated operating expenses for each calendar year, 2004 and ending on December 31, 2004), Operating Expenses which amount shall be deemed to consist only adjusted each year based upon anticipated operating expenses. Within nine months following the close of amounts paid or incurred oneach calendar year, or subsequent toLessor shall provide Lessee an accounting showing in reasonable detail all computations of additional rent due under this section. In the event the accounting shows that the total of the monthly payments made by Lessee exceeds the amount of additional rent due by Lessee under this section, the Commencement Dateaccounting shall be accompanied by a refund. In the event the accounting shows that the total of the monthly payments made by Lessee is less than the amount of additional rent due by Lessee under this section, and (ii) the accounting shall be accompanied by an invoice for the additional rent. Notwithstanding any calendar other provision in this Lease, during the year which ends later the Lease terminates, Lessor, prior to the termination date, shall have the option to invoice Lessee for Lessee's pro rata share of the excess operating expenses based upon the previous year's operation expenses. If this Lease shall terminate on a day other than the last day of the Terma calendar year, the Tenant’s Operating Expense Share amount of any additional rent payable by Lessee applicable to the year in which such termination shall occur shall be prorated to correspond to on the ratio that portion the number of such days from the commencement of the calendar year occurring to and including the termination date bears to 365. Lessee shall have the right, at its own expense and within the Term. (b) Tenant shall pay Tenant’s Operating Expense Share for each such calendar year pursuant a reasonable time, to audit Lessor's books relevant to the additional rent payable under this section. Lessee agrees to pay any additional rent due under this section within ten days following provisions: (1) For each calendar month occurring during any such calendar year, Tenant, on the first (1st) day of such calendar month, shall make a payment on account of Tenant’s Operating Expense Share equal to one-twelfth (1/12th) of Landlord’s good-faith estimate of Tenant’s Operating Expense Share for such calendar year as shown on the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”). However, (A) Landlord, by notice to Tenant, may, at any time and from time to time during any calendar year, reduce the amount receipt of the Monthly Estimated OE Payment for such calendar year, invoice or accounting showing additional rent due. See Item #2 of Exhibit "B" attached hereto and (B) for the balance of the first calendar year occurring within the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments shall be in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for any calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments shall be made only for calendar months during such calendar year occurring within the Terma part hereof. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________

Operating Expenses. (a) For each calendar year occurring during In the Term, Tenant shall pay to Landlord, as Additional Rent, an amount equal to Tenant’s Occupancy Percentage of the Operating Expenses for such calendar year as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”). However, (i) event Lessor's operating expenses for the first calendar year occurring within building and/or parcel of which the Term (i.e., the calendar year commencing on January 1, 2004 and ending on December 31, 2004), Operating Expenses leased premises are a part shall be deemed to consist only of amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for in any calendar year during the term of this Lease, exceed the sum of $5.50 PER USABLE square foot. Lessee agrees to pay as additional rent Lessee's pro rata share of such excess operating expenses. Lessor may invoice Lessee monthly for Lessee's pro rata share of the estimated operating expenses for each calendar year, which ends later amount shall be adjusted each year based upon anticipated operating expenses. Within nine months following the close of each calendar year, Lessor shall provide Lessee an accounting showing in reasonable detail all computations of additional rent due under this section. In the event the accounting shows that the total of the monthly payment made by Lessee exceeds the amount of additional rent due by Lessee under this section, the accounting shall be accompanied by a refund. In the event the accounting shows that the total of the monthly payments made by Lessee is less than the amount of additional rent due by Lessee under this section, the accounting shall be accompanied by an invoice for the additional rent. Notwithstanding any other provision in this Lease, during the year in which the Lease terminates, Lessor prior to the termination date, shall have the option to invoice Lessee for Lessee's pro rata share of the excess operating expenses based upon the previous year's operating expenses. If this Lease shall terminate on a day other than the last day of the Terma calendar year, the Tenant’s Operating Expense Share amount of any additional rent payable by Lessee applicable to the year in which such termination shall occur shall be prorated to correspond to on the ratio that portion the number of such days from the commencement of the calendar year occurring to and including the termination date bears to 365 Lessee shall have the right; at its own expense and within the Term. (b) Tenant shall pay Tenant’s Operating Expense Share for each such calendar year pursuant a reasonable time, to audit Lessor's books relevant to the additional rent payable under this section. Lessee agrees to pay any additional rent due under this section within ten days following provisions: (1) For each calendar month occurring during any such calendar year, Tenant, on the first (1st) day of such calendar month, shall make a payment on account of Tenant’s Operating Expense Share equal to one-twelfth (1/12th) of Landlord’s good-faith estimate of Tenant’s Operating Expense Share for such calendar year as shown on the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”). However, (A) Landlord, by notice to Tenant, may, at any time and from time to time during any calendar year, reduce the amount receipt of the Monthly Estimated OE Payment for such calendar year, and (B) for the balance of the first calendar year occurring within the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments shall be in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for any calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments shall be made only for calendar months during such calendar year occurring within the Terminvoice or accounting showing additional rent due. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________

Operating Expenses. (a) For each calendar year occurring during Commencing on the TermCommencement Date, Tenant shall pay to LandlordLandlord as additional rent (together with any other payments due from Tenant to Landlord hereunder other than the Minimum Rent, as “Additional Rent, an amount equal to Tenant’s Occupancy Percentage of the ”) all Operating Expenses for such calendar year as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”). However, (i) for the first calendar year occurring within the Term (i.e., the calendar year commencing on January 1, 2004 and ending on December 31, 2004), Operating Expenses shall be deemed to consist only of amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later than the last day of the Term, the Tenant’s Operating Expense Share shall be prorated to correspond to that portion of such calendar year occurring within the Term. (b) Tenant shall pay Tenant’s Operating Expense Share for each such calendar year pursuant to the following provisions: (1) For each calendar month occurring during any such calendar yearterms, Tenant, conditions and limitations of this Section 5.03. On or before the Commencement Date and on or before the first (1st) day of January first occurring after the Commencement Date and thereafter as soon as practical before each succeeding calendar year during the Term, Landlord shall estimate the Operating Expenses (as hereinafter defined) for the calendar year in question (“Estimated Operating Expenses”) and shall submit such information to Tenant in a written statement (the “Estimated Expense Statement”). Landlord shall use reasonable efforts to issue the Estimated Expense Statement for the following calendar month, shall make a payment year by November 1 of the then-current calendar year. (b) Commencing on account the later of the Commencement Date or the first day of the calendar month following Tenant’s receipt of Landlord’s first Estimated Expense Statement, Tenant shall pay to Landlord as Additional Rent a sum (the “Monthly Estimated Operating Expense Share Payment”) equal to one-twelfth (1/12th1/12) of Landlord’s good-faith estimate of Tenant’s the Estimated Operating Expense Share for such calendar year as shown on the Final Budget Expenses for such calendar year (such payments on account being herein called the “or a prorated portion thereof for any partial month). Tenant’s first Monthly Estimated OE Payments”). However, (A) Landlord, Operating Expense Payment shall be accompanied by notice the payment of an amount equal to Tenant, may, at any time and from time to time during any calendar year, reduce the amount product of the Monthly Estimated OE Payment for such calendar yearnumber of full months, and (B) for if any, within the balance of the first calendar year occurring within the Term (i.e., the period commencing on which have elapsed between the Commencement Date and ending on December 31such first Monthly Estimated Operating Expense Payment. During the first Lease Year, 2004), Landlord may modify the Monthly Estimated OE Operating Expense Payment one time following the first ninety (90) days of the first Lease Year. During any and all subsequent Lease Years, Landlord may modify the Monthly Estimated Operating Expense Payment one time following the first six (6) months of such Lease Year. In such event, Tenant shall (i) pay Landlord at the time of the next due Monthly Estimated Operating Expense Payment the difference between all Monthly Estimated Operating Expense Payments shall be in theretofore paid and the amount set forth that would have been paid based on Exhibit C heretosuch modification; provided, and however, Tenant shall be payable only on the first in all instances have no less than thirty (1st30) day days’ prior notice of each calendar month occurring after the calendar month in which the Commencement Date occurssuch new payment amount, and (Cii) pay such modified amount thereafter during such Lease Year. Landlord shall monitor the Monthly Estimated Operating Expense Payment against actual and anticipated Operating Expenses and reduce the amount thereof if Landlord reasonably determines that it is collecting substantially (for purposes of this subsection 5.03(b), defined to mean ten percent (10%) or more) in excess of the amount reasonably required. (c) Landlord shall in no event recover more than the actual costs and expenses actually incurred and paid by Landlord in operating and maintaining the Premises, as set forth below (the “Operating Expenses”), including, without limitation, performing the work pursuant to Section 11 and providing all services pursuant to Section 17 hereof. Landlord shall not make a profit from the collection of the Operating Expenses from Tenant. Notwithstanding anything contained in the Lease to the contrary, prior to the Rent Commencement Date, Tenant shall only be required to pay for Operating Expenses if and to the extent of such Operating Expenses actually, demonstrably incurred as a result of Tenant’s occupancy of the Premises. Except as otherwise provided in this Lease, Operating Expenses shall mean (i) real estate taxes and similar taxes or assessments in lieu thereof for the Building (the “Real Estate Taxes”), subject to any abatements or credits and any savings that can be achieved for the early payment thereof (whether or not Landlord does, in fact, pay such taxes early) (“Real Estate Tax Expenses”); (ii) public and private assessments, levies or charges; (iii) the cost of labor (including, without limitation, salaries, wages and all fringe benefits made to or on behalf of any and all employees or agents of Landlord to the extent performing on site services rendered in connection with the operation, repair, maintenance, protection and management of the Building, all of which expenses shall not exceed the market rate for such services based on a competitively bid third party contract for other comparable office buildings in the area of the Building), permits, supplies, parts, tools, equipment, premiums for insurance required to be maintained by Landlord hereunder and other reasonable and necessary insurance based upon competitive bidding, market-rate management fees, maintenance and service contracts with independent contractors; (iv) capital improvements and major repairs/replacements made primarily for the purpose of reducing energy costs, provided that in any calendar year which ends later than Landlord may only recover such costs to the last day extent of demonstrated, actual cost savings in such calendar year; (v) condominium association fees, if any, provided that the imposition of condominium association fees does not increase costs to Tenant and provided Landlord’s subjecting the Premises to a condominium regime does not in any way, directly and solely as a result thereof, limit or impair Tenant’s use or occupancy of the TermPremises or increase Tenant’s Operating Expenses taken as a whole; and (vi) all other items properly constituting direct operating costs according to GAAP, whether similar or dissimilar to the Monthly Estimated OE Payments foregoing. All costs included in Operating Expenses shall be made only for calendar months during such calendar year occurring within charged to Tenant at Landlord’s actual costs with no ▇▇▇▇ up, billing fee, service fee or other sum payable to Landlord and any cost or expense of the Termnature included in Operating Expenses shall be included no more than once. (2d) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof Expenses shall be reconciled after the end of such calendar year not include: capital expenditures except (i) as provided in Section 2.2(f5.03(c) or (ii) if such capital expenditure was required to comply with applicable law, in which case such expense may be amortized over its useful life with interest at Landlord’s borrowing rate; management fees to the Management Company greater than the fees being charged by independent third party managers in the market based on competitive bidding, but in no event greater than *** percent (***%) of the then current Stripped Rent in the aggregate (provided, however, in the event Tenant exercises its right to replace the Management Company pursuant to Section 17.09 and engages a manager directly, no management fee may be included in Operating Expenses). ________________________________________________________________________________________________________________________; depreciation or amortization or interest paid on any mortgage, or ground rents paid under land leases; any costs incurred in the ownership of the Building, as opposed to the operation and maintenance of the Building, including income taxes, excess profit taxes, franchise taxes, capital stock taxes or similar taxes on Landlord’s business except to the extent the same is an Imposition (as defined hereinafter); commissions payable to leasing brokers, utility costs directly metered to or paid by Tenant; any materials, goods, products or services paid for directly by Tenant; wages, salaries or other compensation paid to employees above the level of the property manager referred to in Section 17.01; leasing commissions, finders’ fees and all other leasing expenses incurred in procuring tenants in the Building including Tenant; preparation of income tax returns; corporation, partnership or other business form organizational expenses; filing fees; general corporate overhead, general administrative expenses; or other such expenses; any costs incurred in removal, cleaning, abatement or remediation of any environmental hazard or condition in violation of any environmental law (except to the extent caused directly by Tenant) but such exclusion does not relieve Tenant of Tenant’s obligations and liabilities as provided in Section 12; the cost of correcting violations of or non-compliance with law or code existing as of the Commencement Date; legal fees for the negotiation or enforcement of leases; the cost of constructing tenant improvements or installations for Tenant; principal payments of any mortgage and other non-operating debts of Landlord; brokerage commissions, origination fees, points, mortgage recording taxes, title charges and other costs or fees incurred in connection with any financing or refinancing of the Building or the securing or defense of Landlord’s title to the Building; advertising and promotional expenses, including brochures with respect to the Building; cost of repairs or replacements occasioned by fire, windstorm or other casualty, the costs of which are covered by insurance maintained or required to be maintained by Landlord under this Lease or reimbursed by governmental authorities in eminent domain or reimbursed by third parties (other than through Operating Expenses); amounts paid to subsidiaries or affiliates of Landlord for services in or to the Building, to the extent that the costs of such services exceed market-based, competitively bid costs for such services rendered by unaffiliated persons or entities of similar skill, competence and experience; penalties, fines, legal expenses, or late payment interest incurred by Landlord due to violation by Landlord, or Landlord’s agents, contractors or employees, of either the payment terms and conditions of any lease or service contract covering space in the Building or Landlord’s obligations as owner of the Building (such as, but not limited to, late payment penalties and interest on real estate taxes and late payment of utility bills); any compensation paid to clerks, attendants or other persons in any commercial concession operated by Landlord in the Building from which Landlord receives any form of income whatsoever, whether or not Landlord actually makes a profit from such concession; costs incurred in connection with correcting defects or nonconforming Work, or any other deficiencies existing as of the Commencement Date or during any warranty period, latent defects in the Building, or in repairing or replacing Building equipment, where such repair or replacement results from original defects in design, manufacture or installation rather than from ordinary wear and tear or use (provided, however that Landlord shall bear no financial responsibility for the failure of the Tenant Specified Improvements to meet Tenant’s requirements, provided that the Tenant Specified Improvements were built to (and installed, as the case may be) in accordance with the specifications set forth in the Construction Documents and perform in accordance with the manufacturer’s specifications for such Tenant Specified Improvements; provided further, by way of example, if the specifications in the Construction Documents provide for the cooling setpoint for a laboratory to be 72 degrees dry bulb temperature and 30% relative humidity and such specifications are met, then such Work would not be considered defective, nonconforming or otherwise deficient regardless of whether such specifications are sufficient for Tenant’s requirements; however, if the aforementioned specifications were not met then the Work would be considered defective, nonconforming or otherwise deficient); rentals and other related expenses incurred in leasing air conditioning systems, elevators or other equipment ordinarily considered to be of a capital nature other than equipment used in providing janitorial services and not affixed to the Building; structural repairs to the foundations, walls or roof of the Building; or lease concessions, including rental

Operating Expenses. (a) For each calendar year occurring during In the Term, Tenant shall pay to Landlord, as Additional Rent, an amount equal to Tenant’s Occupancy Percentage of the Operating Expenses for such calendar year as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”). However, (i) event Lessor's operating expenses for the first calendar year occurring within building and/or project of which the Term (i.e.leased premises are a part shall, the calendar year commencing on January 1, 2004 and ending on December 31, 2004), Operating Expenses shall be deemed to consist only of amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for in any calendar year during the term of this Lease, exceed the sum of $ Base Year 1997 per square foot, Lessee agrees to pay as additional rent Lessee's pro rata share of such excess operating expenses. Lessor may invoice Lessee monthly for Lessee's pro rata share of the estimated operating expenses for each calendar year, which ends later amount shall be adjusted each year based upon anticipated operating expenses. Within nine months following the close of each calendar year, Lessor shall provide Lessee an accounting showing in reasonable detail all computations of additional rent due under this section. In the event the accounting shows that the total of the monthly payments made by Lessee exceeds the amount of additional rent due by Lessee under this section, the accounting shall be accompanied by a refund. In the event the accounting shows that the total of the monthly payments made by Lessee is less than the amount of additional rent due by Lessee under this section, the account shall be accompanied by an invoice for the additional rent. Notwithstanding any other provision in this Lease, during the year in which the Lease terminates, Lessor, prior to the termination date, shall have the option to invoice Lessee for Lessee's pro rata share of the excess operating expenses based upon the previous year's operating expenses. If this Lease shall terminate on a day other than the last day of the Terma calendar year, the Tenant’s Operating Expense Share amount of any additional rent payable by Lessee applicable to the year in which such termination shall occur shall be prorated on the ratio that the number of days from the commencement of the calendar year to correspond and including the termination date bears to that portion 365. Provided Lessee is not in default of any terms of this Lease, Lessee shall have the right, at its own expense, to audit Lessor's books relevant to the additional rent payable under this section. Lessee agrees to pay any additional rent due under this section. With respect to such audit, Lessee 1) may review Lessor's books during office hours, 2) must perform such audit at the location of Lessor's books, 3) must request such audit within thirty (30) days of receipt of it's annual reconciliation of operating expenses, 4) must deliver to Lessor a copy of the results of such audit, 5) may not audit the same calendar year occurring within more than one time and 6) may only audit Lessor's books should Lessee's share of excess operating expenses increase from the Term. (b) Tenant shall pay Tenant’s Operating Expense Share for each such calendar year pursuant to the following provisions: (1) For each calendar month occurring during any such previous calendar year, Tenant, on . Assignees of Lessee may only audit periods for which they occupy the first (1st) day leased premises and subtenants of such calendar month, Lessee shall make a payment on account of Tenant’s Operating Expense Share equal have no audit rights. Lessee agrees to one-twelfth (1/12th) of Landlord’s good-faith estimate of Tenant’s Operating Expense Share for such calendar year as shown on the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”). However, (A) Landlord, by notice to Tenant, may, at pay any time and from time to time during any calendar year, reduce the amount additional rent due under this section within ten days following receipt of the Monthly Estimated OE Payment for such calendar year, and (B) for the balance of the first calendar year occurring within the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments shall be in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for any calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments shall be made only for calendar months during such calendar year occurring within the Terminvoice or accounting showing additional rent due. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________

Operating Expenses. (a) For each calendar year occurring during the Term, Tenant 5.1. LESSEE shall pay to LandlordLESSOR, as Additional Rent, an amount equal to Tenant’s Occupancy Percentage LESSEE'S Proportionate Share of all of LESSOR'S Operating Expenses for each calendar year during the Term. LESSEE'S Proportionate Share of LESSOR'S Operating Expenses for less than a year shall be prorated and apportioned. 5.2. On or after the Commencement Date and thereafter within ninety (90) days following the first day of each succeeding calendar year within the Term, LESSOR shall determine or estimate LESSOR'S Operating Expenses for such calendar year as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s "LESSOR'S Estimated Operating Expenses") and shall submit such information to LESSEE in a written statement ("LESSOR'S Expense Share”Statement"). However, (i) for the first calendar year occurring within the Term (i.e., the calendar year commencing on January 1, 2004 and ending on December 31, 2004), Operating Expenses shall be deemed to consist only of amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later than the last day of the Term, the Tenant’s Operating Expense Share shall be prorated to correspond to that portion of such calendar year occurring within the Term. (b) Tenant shall pay Tenant’s Operating Expense Share for each such calendar year pursuant to the following provisions: (1) For each calendar month occurring during any such calendar year, Tenant, 5.3. Commencing on the first (1st) day Basic Rent Payment Date following the submission of such calendar monthany LESSOR'S Expense Statement and continuing thereafter until LESSOR renders the next LESSOR'S Expense Statement, LESSEE shall make a payment pay to LESSOR on account of Tenant’s Operating its obligation under Section 5.1 of this Lease, a sum (the "Monthly Expense Share Payment") equal to one-twelfth (1/12th1/12) of Landlord’s good-faith estimate LESSEE'S Proportionate Share of Tenant’s LESSOR'S Estimated Operating Expense Share for such calendar year as shown on the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”). However, (A) Landlord, by notice to Tenant, may, at any time and from time to time during any calendar year, reduce the amount of the Monthly Estimated OE Payment Expenses for such calendar year, and (B) for . LESSEE'S first Monthly Expense Payment after receipt of LESSOR'S Expense Statement shall be accompanied by the balance payment of an amount equal to the product of the first calendar year occurring number of full months, if any, within the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments shall be in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for any calendar year which ends later than the last day of the Termshall have elapsed prior to such first Monthly Expense Payment, times the Monthly Estimated OE Payments Expense Payment; minus any Additional Rent already paid by LESSEE on account of its obligation under Section 5.1 of this Lease for such calendar year. 5.4. Each LESSOR'S Expense Statement shall reconcile the payments made by LESSEE pursuant to the preceding LESSOR'S Expense Statement with LESSEE'S Proportionate Share of LESSOR'S Operating Expenses for the period covered thereby. Any balance due to LESSOR shall be made only for calendar months during such calendar year occurring paid by LESSEE within the Term. thirty (230) Any overpayment or underpayment days after LESSEE'S receipt of Tenant’s Operating LESSOR'S Expense Share for Statement; any calendar year based on the Monthly Estimated OE Payments on account thereof surplus due to LESSEE shall be reconciled after applied by LESSOR against the end of such calendar year as provided in Section 2.2(fnext accruing monthly installment(s). ________________________________________________________________________________________________________________________

Operating Expenses. The amount by which Tenant's Share of Operating Expenses (aas defined below) For paid by Landlord during each calendar year occurring or portion thereof during the Term (except for the Base Year) exceeds the Operating Expense Allowance (as defined in Section 1.01(s)) (or in the event of a portion of a calendar year, the fraction of the Operating Expense Allowance that is equivalent to the portion of the calendar year in question). Prior to the commencement of each calendar year of the Term, except for the Base Year, Landlord shall deliver to Tenant an estimate of the annual Escalation Amounts payable by Tenant pursuant to this provision, and Tenant shall pay to Landlord, as Additional Rent, an amount equal to Tenant’s Occupancy Percentage of the Operating Expenses for such calendar year as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”). However, (i) for the first calendar year occurring within the Term (i.e., the calendar year commencing on January 1, 2004 and ending on December 31, 2004), Operating Expenses shall be deemed to consist only of amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later than the last day of the Term, the Tenant’s Operating Expense Share shall be prorated to correspond to that portion of such calendar year occurring within the Term. (b) Tenant shall pay Tenant’s Operating Expense Share for each such calendar year pursuant to the following provisions: (1) For each calendar month occurring during any such calendar year, Tenant, Landlord on the first (1st) day of such calendar montheach month in advance, shall make a payment on account of Tenant’s Operating Expense Share equal to one-twelfth (1/12th) of Landlord’s good-faith estimate 's estimated amount. At the end of Tenant’s Operating Expense Share each year there shall be an adjustment made to account for any difference between the actual and the estimated Escalation Amounts for such calendar year. If Tenant has overpaid the Escalation Amounts owing pursuant to this provision, and provided Tenant is not in default hereunder, Landlord shall refund such overpayment to Tenant; provided, however, that Landlord shall have the right, in its sole discretion, to credit such overpayment to unpaid Rent payable by Tenant under this Lease, whether or not same is then due. Notwithstanding anything to the contrary contained in this Lease, if Tenant's Share of Real Property Taxes, Utility Costs or Operating Expenses during any calendar year during the Term of this Lease is less than the Allowance for such item, such shortfall shall not be applied to reduce the amounts payable by Tenant for Tenant's Share of such other items. If Tenant has underpaid the Escalation Amounts owing pursuant to this provision, Tenant shall pay the total amount of such deficiency to Landlord as Additional Rent with the next payment of Rent due under this Lease following written notice of said deficiency from Landlord to Tenant. Any Escalation Amounts attributable to the Term of this Lease which would not otherwise be due until after the date of the expiration or earlier termination of this Lease, shall, if the exact amount is uncertain at the time this Lease expires or terminates, be paid by Tenant to Landlord upon such expiration or termination in an amount to be reasonably determined by Landlord, with an adjustment to be made once the exact amount is known. Such obligation shall survive the expiration or earlier termination of this Lease. Tenant shall be provided, following the end of each calendar year during the Term of this Lease, with a statement showing in reasonable detail the separate charges for Real Property Taxes, Utility Costs, and Operating Expenses for the such calendar year for which such charges were due (the "Operating Statement"). If Tenant disputes the amount or characterization of any item contained in the Operating Statement, Tenant shall have the right to designate an independent certified public accountant that is not being compensated by Tenant on a contingency fee basis to audit Landlord's records upon which such Operating Statement is based, provided Tenant first pays all sums due as shown on the Final Budget for such calendar year Operating Statement. Such audit shall be conducted and completed no later than sixty (such payments on account being herein called 60) days following Tenant's receipt of the “Monthly Estimated OE Payments”). HoweverOperating Statement in question, (A) Landlord, by notice provided that Landlord makes all its relevant books and records available to Tenant's accountant in a reasonably timely fashion. The fee for any audit conducted on Tenant's behalf shall be borne solely by Tenant. All information obtained through Tenant's audit, mayas well as all information with respect to any compromise, settlement, or adjustment reached between Landlord and Tenant in connection with such audit, shall be held in strict confidence by Tenant and its officers, agents, and employees; and Tenant shall, as a condition to Tenant's right to conduct any such audit, cause Tenant's auditor to execute an agreement binding such auditor and such auditor's officers, agents, and employees to such obligation of confidentiality. Landlord shall have the right, at any time and from time its sole expense, to time during any calendar yearhave Tenant's audit reviewed by a "Big Five" certified public accounting firm selected by Landlord or by another mutually agreed upon certified public accountant, reduce the amount of the Monthly Estimated OE Payment for such calendar year, and (B) for the balance of the first calendar year occurring within the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments whose determination shall be in the amount set forth conclusive and binding on Exhibit C hereto, both Landlord and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, Tenant. Any adjustment required between Landlord and (C) for any calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments Tenant following such audit shall be made only for calendar months during such calendar year occurring within in accordance with the Term. (2) procedure set forth in the immediately preceding paragraph. Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof audit and subsequent adjustment in payment shall be reconciled after deemed to be conclusive settlement of the end dispute. If Tenant does not notify Landlord of a dispute within sixty (60) days of receipt of such calendar year Operating Statement, Tenant shall be deemed to have accepted Landlord's calculations as provided in Section 2.2(f). ________________________________________________________________________________________________________________________conclusive.

Operating Expenses. (a) For each If Lessor’s Operating Expenses per net rentable square foot for the Property, in any calendar year occurring during the Termterm of this Lease exceeds the Operating Expense Base, Tenant shall Lessee agrees to pay as additional rent Lessee’s share of such Excess Operating Expenses, subject to Landlordthe limitations set forth below. As used herein, as Additional Rentthe term “Lessee’s share of such Excess Operating Expenses” means the amount by which Lessor’s Operating Expenses per net rentable square foot exceed the Operating Expense Base, an amount equal to Tenantmultiplied by the Net Rentable Area comprising the Leased Premises. Lessor may invoice Lessee monthly for Lessee’s Occupancy Percentage share of the estimated Operating Expenses for such each calendar year, which amount shall be adjusted each year as hereinafter provided based upon anticipated Operating Expenses. Within one-hundred twenty (120) days following the close of each calendar year, Lessor shall provide Lessee an accounting showing in reasonable detail all computations of additional rent due under this section. Failure of Lessor to give Lessee said notice within said time period shall not be a waiver of Lessor’s right to collect said additional rent. If the accounting shows that the total of the monthly payments made by Lessee exceeds the amount so payable of the additional rent due by Tenant being herein called “TenantLessee under this section, the accounting shall be accompanied by a refund. If the accounting shows that the total of the monthly payments made by Lessee is less than the amount of additional rent due by Lessee under this section, the accounting shall be accompanied by an invoice for the additional rent. Notwithstanding any other provisions in this Lease, during the year in which the Lease terminates, Lessor within one (1) year following the termination date, shall have the option to invoice Lessee for Lessee’s share of the Excess Operating Expenses based upon the previous year’s Operating Expense Share”)Expenses. However, (i) for the first calendar year occurring within the Term (i.e., the calendar year commencing If this Lease shall terminate on January 1, 2004 and ending on December 31, 2004), Operating Expenses shall be deemed to consist only of amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later a day other than the last day of the Terma calendar year, the Tenant’s Operating Expense Share amount of any additional rent payable by Lessee applicable to the year in which such termination shall occur shall be prorated to correspond to on the ratio that portion the number of such days from the commencement of the calendar year occurring to and including the termination date bears to 365. Lessee shall have the right at its own expense and within the Term. (b) Tenant shall pay Tenanta reasonable time, to audit during Lessor’s Operating Expense Share for each such calendar year pursuant regular business hours Lessor’s books relevant to the additional rent payable under this Section. Lessee agrees to pay any additional rent due under this Section within thirty (30) days following provisions: (1) For each calendar month occurring during any such calendar year, Tenant, on the first (1st) day of such calendar month, shall make a payment on account of Tenant’s Operating Expense Share equal to one-twelfth (1/12th) of Landlord’s good-faith estimate of Tenant’s Operating Expense Share for such calendar year as shown on the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”). However, (A) Landlord, by notice to Tenant, may, at any time and from time to time during any calendar year, reduce the amount receipt of the Monthly Estimated OE Payment for such calendar year, and (B) for the balance of the first calendar year occurring within the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments shall be in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for any calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments shall be made only for calendar months during such calendar year occurring within the Terminvoice or accounting showing additional rent due. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________

Operating Expenses. The amount by which Tenant's Share of Operating Expenses (aas defined below) For paid by Landlord during each calendar year occurring or portion thereof during the Term (except for the Base Year) exceeds the Operating Expense Allowance (as defined in Section 1.01(s)) (or in the event of a portion of a calendar year, the fraction of the Operating Expense Allowance that is equivalent to the portion of the calendar year in question). Prior to the commencement of each calendar year of the Term, except for the Base Year, Landlord shall deliver to Tenant an estimate of the annual Escalation Amounts payable by Tenant pursuant to this provision, and Tenant shall pay to Landlord, as Additional Rent, an amount equal to Tenant’s Occupancy Percentage of the Operating Expenses for such calendar year as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”). However, (i) for the first calendar year occurring within the Term (i.e., the calendar year commencing on January 1, 2004 and ending on December 31, 2004), Operating Expenses shall be deemed to consist only of amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later than the last day of the Term, the Tenant’s Operating Expense Share shall be prorated to correspond to that portion of such calendar year occurring within the Term. (b) Tenant shall pay Tenant’s Operating Expense Share for each such calendar year pursuant to the following provisions: (1) For each calendar month occurring during any such calendar year, Tenant, Landlord on the first (1st) day of such calendar montheach month in advance, shall make a payment on account of Tenant’s Operating Expense Share equal to one-twelfth (1/12th) of Landlord’s good-faith estimate 's estimated amount. At the end of Tenant’s Operating Expense Share each year there shall be an adjustment made to account for any difference between the actual and the estimated Escalation Amounts for such calendar year. If Tenant has overpaid the Escalation Amounts owing pursuant to this provision, and provided Tenant is not in default hereunder, Landlord shall refund such overpayment to Tenant; provided, however, that Landlord shall have the right, in its sole discretion, to credit such overpayment to unpaid Rent payable by Tenant under this Lease, whether or not same is then due. Notwithstanding anything to the contrary contained in this Lease, if Tenant's Share of Real Property Taxes, Utility Costs or Operating Expenses during any calendar year during the Term of this Lease is less than the Allowance for such item, such shortfall shall not be applied to reduce the amounts payable by Tenant for Tenant's Share of such other items. If Tenant has underpaid the Escalation Amounts owing pursuant to this provision, Tenant shall pay the total amount of such deficiency to Landlord as Additional Rent with the next payment of Rent due under this Lease following written notice of said deficiency from Landlord to Tenant. Any Escalation Amounts attributable to the Term of this Lease which would not otherwise be due until after the date of the expiration or earlier termination of this Lease, shall, if the exact amount is uncertain at the time this Lease expires or terminates, be paid by Tenant to Landlord upon such expiration or termination in an amount to be reasonably determined by Landlord, with an adjustment to be made once the exact amount is known. Such obligation shall survive the expiration or earlier termination of this Lease. Tenant shall be provided, following the end of each calendar year during the Term of this Lease, with a statement showing in reasonable detail the separate charges for Real Property Taxes, Utility Costs, and Operating Expenses for the such calendar year for which such charges were due (the "Operating Statement"). If Tenant disputes the amount or characterization of any item contained in the Operating Statement, Tenant shall have the right to designate an independent certified public accountant that is not being compensated by Tenant on a contingency fee basis to audit Landlord's records upon which such Operating Statement is based, provided (i) Tenant first pays all sums due as shown on the Final Budget Operating Statement and (ii) Tenant first provides to Landlord the written agreement of such accountant that such accountant (a) shall keep the results of such audit confidential and will not disclose the results thereof or any information obtained in connection therewith to any party other than Landlord and Tenant and (b) shall not solicit any other tenant of the Project to conduct a similar audit on such tenant's behalf. Such audit shall be conducted and completed no later than sixty (60) days following Tenant's receipt of the Operating Statement in question. The fee for any audit conducted on Tenant's behalf shall be borne solely by Tenant. All information obtained through Tenant's audit, as well as all information with respect to any compromise, settlement, or adjustment reached between Landlord and Tenant in connection with such calendar year (audit, shall be held in strict confidence by Tenant and its officers, agents, and employees; and Tenant shall, as a condition to Tenant's right to conduct any such payments on account being herein called audit, cause Tenant's auditor to execute an agreement binding such auditor and such auditor's officers, agents, and employees to such obligation of confidentiality. Tenant shall not disclose the “Monthly Estimated OE Payments”)results of such audit or any information obtained in connection therewith to any party other than Landlord. HoweverLandlord shall have the right, (A) at its sole expense, to have Tenant's audit reviewed by another certified public accounting firm selected by Landlord, by notice to Tenant, may, at any time and from time to time during any calendar year, reduce the amount of the Monthly Estimated OE Payment for such calendar year, and (B) for the balance of the first calendar year occurring within the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments whose determination shall be in the amount set forth conclusive and binding on Exhibit C hereto, both Landlord and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, Tenant. Any adjustment required between Landlord and (C) for any calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments Tenant following such review shall be made only for calendar months during such calendar year occurring within in accordance with the Term. (2) procedure set forth in the immediately preceding paragraph. Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof audit and subsequent adjustment in payment shall be reconciled after deemed to be conclusive settlement of the end dispute. If Tenant does not notify Landlord of a dispute within sixty (60) days of receipt of such calendar year Operating Statement, Tenant shall be deemed to have accepted Landlord's calculations as provided in Section 2.2(f). ________________________________________________________________________________________________________________________conclusive.

Operating Expenses. (a) For Lessee shall also pay as additional rent Lessee's pro rata share of the operating expenses of Lessor for the building and/or project of which the leased premises are a part. Lessor may invoice Lessee monthly for Lessee's pro rata share of the estimated operating expenses for each calendar year, which amount shall be adjusted each year occurring based upon anticipated operating expenses. Within nine (9) months following the close of each calendar year, Lessor shall provide Lessee and accounting showing in reasonable detail all computations of additional rent due under this section. In the event the accounting shows that the total of the monthly payments made by Lessee exceeds the amount of additional rent due by Lessee under this section, the accounting shall be accompanied by a refund. In the event the accounting shows that the total of the monthly payments made by Lessee is less than the amount of additional rent due by Lessee under this section, the accounting shall be accompanied by an invoice for the additional rent. Notwithstanding any other provision in the Lease, during the Termyear in which this Lease terminates, Tenant Lessor, prior to the termination date, shall pay have the option to Landlord, as Additional Rent, an amount equal to Tenant’s Occupancy Percentage invoice Lessee for Lessee's pro rata share of operating expenses based upon the Operating Expenses for such calendar year as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”)previous year's operating expenses. However, (i) for the first calendar year occurring within the Term (i.e., the calendar year commencing If this Lease shall terminate on January 1, 2004 and ending on December 31, 2004), Operating Expenses shall be deemed to consist only of amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later a day other than the last day of the Termcalendar year, the Tenant’s Operating Expense Share amount of any additional rent payable by Lessee applicable to the year in which the termination shall occur shall be prorated to correspond to on the ratio that portion the number of such days from the commencement of the calendar year occurring to and including such termination date bears to 365. Lessee shall have the right, at its own expense and within the Term. (b) Tenant shall pay Tenant’s Operating Expense Share for each such calendar year pursuant a reasonable time, to audit Lessor's books relevant to the additional rent payable under this section. Lessee agrees to pay any additional rent due under this section within ten days following provisions: (1) For each calendar month occurring during any such calendar year, Tenant, on receipt of the first (1st) day of such calendar month, shall make a payment on account of Tenant’s Operating Expense Share equal to one-twelfth (1/12th) of Landlord’s good-faith invoice or accounting showing the additional rent due. The current estimate of Tenant’s Operating Expense Share for such calendar year as shown on the Final Budget for such calendar year Lessee's share of operating expenses is Two and 95/100 Dollars (such payments on account being herein called the “Monthly Estimated OE Payments”). However, (A$2.95) Landlord, by notice to Tenant, may, at any time and from time to time during any calendar year, reduce the amount per square foot of the Monthly Estimated OE Payment for such calendar year, Leased Premises which shall be paid in addition to and (B) for the balance along with base rent. Lessee's prorated share of the first calendar year occurring within the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments projects operating expenses shall be in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for any calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments shall be made only for calendar months during such calendar year occurring within the Term6.31%. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________

Operating Expenses. (a) For In addition to paying the Minimum Annual Rent, for each calendar year occurring during ending or commencing within the Term, Tenant shall pay to Landlord, as Additional additional Rent, an amount equal to Tenant’s Occupancy Percentage Share of Operating Expenses to the extent that such Operating Expenses exceed the Operating Expenses incurred during the Base Year. Landlord may also invoice Tenant separately from time to time for Tenant’s Share of any extraordinary or unanticipated Operating Expenses in excess of the Base Year Operating Expenses. Each calendar year or part thereof during the Term (and as soon as practical after the expiration or termination of this Lease or, at Landlord’s option, after a sale of the Premises), Landlord shall provide Tenant with a statement of Operating Expenses (“Statement”) which shall state the Base Year Operating Expenses, the Operating Expenses actually incurred for such year (or period) just ended, Tenant’s Share thereof and the amounts, if any, paid during such year as Estimated Expenses (as hereinafter defined). Upon receipt of the Statement for each year ending during the Term, (i) Tenant shall pay, within thirty (30) days, the full amount by which Tenant’s Share of Operating Expenses exceed those expenses incurred during the Base Year, less the amounts, if any, paid during such year as Estimated Expenses or (ii) if Tenant’s payments of Estimated Expenses are greater than the full amount by which Tenant’s Share of Operating Expenses exceed those expenses incurred during the Base Year, such excess shall be credited against installments of additional rent on account of Operating Expenses (or paid by Landlord to Tenant within thirty (30) days of Tenant’s receipt of such Statement if this Lease has terminated or expired). Landlord shall endeavor to give Tenant a yearly Operating Expense estimate statement which shall set forth Landlord’s reasonable estimate of what the total amount by which Operating Expenses for the then-current year are estimated to exceed the Base Year Operating Expenses for such calendar year as hereinafter provided items and the monthly increase from the prior year’s estimated Operating Expense, if any (the amount so payable by Tenant being herein called “Tenant’s Operating Expense ShareEstimated Expenses”). HoweverThe failure of Landlord to timely furnish the statement of Estimated Expenses for any year shall not preclude Landlord from enforcing its rights to collect any Estimated Expenses. Following Landlord’s delivery of the statement of Estimated Expenses, (i) for Tenant shall pay, with its next installment of Minimum Annual Rent due, a fraction of the first calendar Estimated Expenses. Such fraction shall have as its numerator the number of months which have elapsed in such current year occurring within to the Term (i.e.month of such payment, the calendar year commencing on January 1, 2004 and ending on December 31, 2004), Operating Expenses shall be deemed to consist only of amounts paid or incurred on, or subsequent to, the Commencement Dateboth months inclusive, and shall have twelve (ii12) for any calendar year which ends later than the last day of the Termas its denominator. Until Estimated Expenses are furnished, the Tenant’s Operating Expense Share shall be prorated to correspond to that portion of such calendar year occurring within the Term. (b) Tenant shall pay Tenant’s Operating Expense Share for each such calendar year pursuant to monthly, with the following provisions: (1) For each calendar month occurring during any such calendar yearmonthly Minimum Annual Rent installments, Tenant, on the first (1st) day of such calendar month, shall make a payment on account of Tenant’s Operating Expense Share an amount equal to one-twelfth (1/12th1/12) of the total Estimated Expenses set forth in statement of Estimated Expenses for the previous year. If Tenant’s payment of Estimated Expenses are overstated during any year and as such, Tenant has overpaid Operating Expenses for such year as herein provided, Landlord shall pay to Tenant the amount of any overpayment within thirty (30) days after Tenant’s receipt of the Statement or, at Landlord’s good-faith estimate option, Landlord may credit Tenant’s account for any overpayment. (b) If Tenant does not give Landlord notice within 120 days after receiving Landlord’s Statement that Tenant disagrees with the Statement, Tenant shall be deemed to have waived the right to contest such Statement. If Tenant disagrees with such Statement, Tenant shall, pending the resolution of such dispute, nonetheless pay all of Tenant’s Share of the Annual Operating Expense Share for Expenses in accordance with such calendar year as shown on Statement furnished by Landlord. Tenant, at Tenant’s expense, may audit the Final Budget for such calendar year (such payments on account being herein called Statement under the “Monthly Estimated OE Payments”). However, following conditions: (A) Landlord, by Tenant provides notice of its intent to Tenant, may, at any time and from time to time during any calendar year, reduce audit within 90 days after receiving the amount of Statement setting forth in reasonable detail the Monthly Estimated OE Payment for such calendar year, and items in dispute; (B) the audit is performed by Tenant or a certified public accountant that has not been retained on a contingency basis or other basis where its compensation relates to the cost savings of Tenant; (C) the audit is completed no later than 30 days after the date Landlord makes all of the necessary books and records available to Tenant or Tenant’s auditor; (D) the audit must be conducted during normal business hours; (E) the contents of the books and records of Landlord shall be kept confidential by Tenant, its auditor and its other professional advisors, other than as required by Laws or to enforce this Lease; and (F) in the event that Tenant or its auditor determines that an overpayment is due Tenant, Tenant or Tenant’s auditor shall produce a detailed report addressed to both Landlord and Tenant with its calculated conclusions within 30 days after the completion of the audit. Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s audit. Upon the resolution of such dispute, any amount due Tenant (if any) shall be credited against future payments of Rent or, if no further Rent is due, such amount shall be paid to Tenant within 30 days after the date of such resolution. Tenant shall be responsible for all costs, expenses and fees incurred in connection with its audit; provided, however, Landlord shall reimburse Tenant for the balance costs, expenses and fees in an amount not to exceed Five Thousand Dollars ($5,000.00) if such audit reveals that Landlord has overstated Operating Expenses by five percent (5%) or more. Landlord’s obligation to deliver Statements, Landlord’s and Tenant’s obligation to pay any overpayment or deficiency due the other pursuant to this Section and Tenant’s examination rights set forth in this subsection (b) shall survive the expiration or termination of this Lease. (c) If the first calendar year occurring Building is not fully occupied during any period, including, without limitation the Base Year, Landlord shall make a reasonable adjustment based on occupancy in computing the Operating Expenses for such period so that Operating Expenses are computed as though the Building had been fully occupied. Operating Expenses for the Base Year only shall not include costs incurred due to extraordinary circumstances or other non-recurring charges, including market-wide labor rate increases due to boycotts and strikes; utility rate increases due to extraordinary circumstances or other non-recurring charges, including conservation surcharges, boycotts, embargos or other shortages; insurance deductibles; or amortized costs relating to capital improvements. Operating Expenses that cover a period of time not entirely within the Term (i.e., of the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments Lease shall be in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for any calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments shall be made only for calendar months during such calendar year occurring within the Term. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year prorated based on the Monthly Estimated OE Payments on account thereof shall be reconciled after actual number of days in the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________year.

Operating Expenses. Lessee agrees to pay, as additional rent, Lessee's pro rata share (aas determined by the formula set forth in Section 2.02 above) For of Lessor's Operating Expenses for the Building without deduction or set-off of any kind except as otherwise set forth herein. Lessor may invoice Lessee monthly for Lessee's pro rata share of the estimated Operating Expenses for each calendar year, which amount shall be adjusted from time-to-time based upon anticipated Operating Expenses. As of the date hereof, it is estimated that the Operating Expenses, taxes and insurance for calendar year occurring during 2000 will be approximately $2.20 per rentable square foot. Lessor agrees that the Term, Tenant shall pay to Landlord, as Additional Rent, an amount equal to Tenant’s Occupancy Percentage Lessee's portion of the Operating Expenses for such calendar year as hereinafter provided common area maintenance, less costs of utilities, costs required to meet applicable laws, and capitalized costs of capital improvements and operating efficiency devices, will not exceed seventy-eight cents (the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”). However, (i$78) for per rentable square foot during the first calendar year occurring within of the Term (i.e.the "Base Amount"), and will not increase for any year by more than five percent (5%) per year (cumulative) over the Base Amount. Within four months following the close of each calendar year, Lessor shall provide Lessee an accounting showing in reasonable detail all computations of additional rent due under this Section. In the event the accounting shows that the total of the monthly payments made by Lessee exceeds the amount of additional rent due by Lessee under this Section, such amount shall be credited against the next required payment of base rent. In the event the accounting shows that the total of the monthly payments made by Lessee is less than the amount of additional rent due by Lessee under this Section, the calendar year commencing on January 1, 2004 and ending on December 31, 2004), Operating Expenses account shall be deemed to consist only of amounts paid or incurred on, or subsequent to, accompanied by an invoice for the Commencement Date, and (ii) for any calendar year which ends later additional rent. If this Lease shall terminate on a day other than the last day of the Terma calendar year, the Tenant’s Operating Expense Share amount of any additional rent payable by Lessee applicable to the year in which such termination shall occur shall be prorated on the ratio that the number of days from the commencement of the calendar year to correspond and including the termination date bears to that portion 365. Provided Lessee is not in default of any terms of this Lease, Lessee shall have the right, at its own expense, to audit Lessor's books relevant to the additional rent payable under this Section. With respect to such audit, Lessee 1) may review Lessor's books during office hours, 2) must perform such audit at the location of Lessor's books, 3) must request such audit within six (6) months of receipt of its annual reconciliation of Operating Expenses, 4) must deliver to Lessor a copy of the results of such audit, 5) may not audit the same calendar year occurring within the Term. (b) Tenant shall pay Tenant’s Operating Expense Share for each such calendar year pursuant to the following provisions: (1) For each calendar month occurring during any such calendar yearmore than one time. If, Tenant, on the first (1st) day as a result of such calendar monthaudit, it is determined that the Operating Expenses have been overstated by 3% or more, Lessor shall make a payment on account be required to reimburse Lessee for the costs of Tenant’s Operating Expense Share equal such audit. Assignees of Lessee may only audit periods for which they occupy the Leased Premises and subtenants of Lessee shall have no audit rights. Lessee agrees to one-twelfth pay any additional rent due under this Section within ten (1/12th10) of Landlord’s good-faith estimate of Tenant’s Operating Expense Share for such calendar year as shown on the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”). However, (A) Landlord, by notice to Tenant, may, at any time and from time to time during any calendar year, reduce the amount days following receipt of the Monthly Estimated OE Payment for such calendar year, and (B) for the balance of the first calendar year occurring within the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments shall be in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for any calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments shall be made only for calendar months during such calendar year occurring within the Terminvoice or accounting showing additional rent due. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________

Operating Expenses. (a) For each calendar year occurring during the Term, Tenant a. Lessee shall pay to Landlord, as Additional Rent, an amount equal to Tenant’s Occupancy Percentage of the Operating Expenses for such calendar year as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”). However, (i) for the first calendar year occurring within the Term (i.e., the calendar year commencing on January 1, 2004 and ending on December 31, 2004), Operating Expenses shall be deemed to consist only of amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later than the last day of the Term, the Tenant’s Operating Expense Share shall be prorated to correspond to that portion of such calendar year occurring within the Term. (b) Tenant shall pay Tenant’s Operating Expense Share for each such calendar year pursuant to the following provisions: (1) For each calendar month occurring during any such calendar year, Tenant, on the first (1st) day of such calendar month, shall make a payment on account of Tenant’s Operating Expense Share equal to one-twelfth (1/12th) of Landlord’s good-faith estimate of Tenant’s Operating Expense Share for such calendar year as shown on the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”). However, (A) Landlord, by notice to Tenant, may, at any time and from time to time during any calendar year, reduce the amount of $1.43 per square foot of floor area in the Monthly Estimated OE Payment Premises for such calendar yeara total of $3,189.26 per month representing Leasee's estimated monthly prorata shares of annual real property taxes and assessment, premiums for liability and perils Insurance in amounts and coverages deemed appropriate by Lessor, landscape maintenance and other common area expenses typically incurred by single day shall be one-thirtieth (B1/30th) of Operating Expenses. b. As of the Commencement Date of this Lease, Lessor has estimated Lessee's Operating Expenses for the balance of the first current calendar year. Lessee shall pay Lessee's Operating Expenses. In advance, along with the payment of Monthly Base Rent, Lessee shall continue to make said monthly payments until notified by Lessor of a change. By April 1 of each year (or such later date as may be practicable). Lessor shall give Lessee a statement showing the expenses enumerated above for the previous year (or part year as applicable) upon which Lessee's Operating Expenses amount is based, and the calculation of Lessee's Operating Expenses. At the same time Lessor shall provide Lessee with a calculation of Lessee's estimated Operating Expenses for the current year. In the event the total of the monthly payments of Operating Expenses which Lessee has made for the prior calendar year occurring shall be less than the Lessee's actual share of the expenses upon which Operating Expenses amount is based, then Lessee shall pay the difference in a lump sum within thirty (30) days after receipt of such statement. Any overpayment by Lessee shall first be credited toward the next installment of Operating Expenses and then credited toward the next installment of Monthly Base Rent. Even though the Term (i.e.of this Lease may have expired and Lessee may have vacated the Premises, when the period commencing on final determination is made of Lessee's share of Operating Expenses for the Commencement Date and ending on December 31year in which this Lease terminates, 2004)Lessee shall timely pay any balance due over the estimated Operating Expenses previously paid and, the Monthly Estimated OE Payments conversely, any overpayment made shall be in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for any calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments shall be made only for calendar months during such calendar year occurring within the Termrefunded by Lessor to Lessee. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________

Operating Expenses. (a) For each In the event Lessor's operating expenses for the building and/or project of which the leased premises are a part shall, in any calendar year occurring during the Termterm of this Lease, Tenant shall pay to Landlord, as Additional Rent, an amount equal to Tenant’s Occupancy Percentage of exceed the Operating Expenses actual operating expenses per sq. ft. for such calendar year as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”). However, (i) for the first calendar year occurring within the Term (i.e., the calendar year commencing on January 11994, 2004 and ending on December 31Lessee agrees to pay as additional rent Lessee's pro rata share of such excess operating expenses. Lessor shall invoice Lessee monthly for Lessee's pro rata share of the estimated operating expenses for each calendar year, 2004), Operating Expenses which amount shall be deemed to consist only adjusted each year based upon anticipated operating expenses. Within nine months following the close of amounts paid or incurred oneach calendar year, or subsequent toLessor shall provide Lessee an accounting showing in reasonable detail all computations of additional rent due under this section. In the event the accounting shows that the total of the monthly payments made by Lessee exceeds the amount of additional rent due by Lessee under this section, the Commencement Dateaccounting shall be accompanied by a refund. In the event the accounting shows that the total of the monthly payments made by Lessee is less than the amount of additional rent due by Lessee under this section, and (ii) the account shall be accompanied by an invoice for the additional rent. Notwithstanding any calendar other provision in this Lease, during the year in which ends later the Lease terminates, Lessor, prior to the termination date, shall have the option to invoice Lessee for Lessee's pro rata share of the excess operating expenses based upon the previous year's operating expenses. If this Lease shall terminate on a day other than the last day of the Terma calendar year, the Tenant’s Operating Expense Share amount of any additional rent payable by Lessee applicable to the year in which such termination shall occur shall be prorated to correspond to on the ratio that portion the number of such days from the commencement of the calendar year occurring to and including the termination date bears to 365. Lessee shall have the right, at its own expense and within the Term. (b) Tenant shall pay Tenant’s Operating Expense Share for each such calendar year pursuant a reasonable time, to audit Lessor's books relevant to the additional rent payable under this section. Lessee agrees to pay any additional rent due under this section within ten days following provisions: (1) For each calendar month occurring during any such calendar year, Tenant, on the first (1st) day of such calendar month, shall make a payment on account of Tenant’s Operating Expense Share equal to one-twelfth (1/12th) of Landlord’s good-faith estimate of Tenant’s Operating Expense Share for such calendar year as shown on the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”). However, (A) Landlord, by notice to Tenant, may, at any time and from time to time during any calendar year, reduce the amount receipt of the Monthly Estimated OE Payment for such calendar year, and (B) for the balance of the first calendar year occurring within the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments shall be in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for any calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments shall be made only for calendar months during such calendar year occurring within the Terminvoice or accounting showing additional rent due. Lessee's pro rata share is 36.527%. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________

Operating Expenses. (a) For each calendar year occurring during the Term, Tenant shall pay to Landlord, as Additional Rent, an amount equal to Tenant’s Occupancy Percentage of the Operating If Less▇▇'▇ ▇perating Expenses for such calendar year as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”). However, (i) per net rentable square foot for the first calendar year occurring within the Term (i.e.Property, the calendar year commencing on January 1, 2004 and ending on December 31, 2004), Operating Expenses shall be deemed to consist only of amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for in any calendar year during the term of this Lease exceeds the Operating Expense Base, Less▇▇ ▇▇▇ees to pay as additional rent Less▇▇'▇ ▇hare of such excess operating expenses. As used herein, the term "Lessee's share of such excess Operating Expenses" means the amount by which ends later Less▇▇'▇ ▇perating Expenses per net rentable square foot exceed the Operating Expense Base, multiplied by the net rentable square feet comprising the Leased Premises. Lessor may invoice Lessee monthly for Less▇▇'▇ ▇hare of the estimated excess operating expenses for each calendar year, which amount shall be adjusted each year based upon anticipated operating expenses. Within one-hundred twenty (120) days following the close of each calendar year, Lessor shall provide Lessee an accounting showing in reasonable detail all computations of additional rent due under this section. Failure of Lessor to give Less▇▇ ▇▇▇d notice within said time period shall not be a waiver of Less▇▇'▇ ▇ight to collect said additional rent. If the accounting shows that the total of the monthly payments made by Lessee exceeds the amount of the additional rent due by Lessee under this section, the accounting shall be accompanied by a refund. If the accounting shows that the total of the monthly payments made by Lessee is less than the amount of additional rent due by Lessee under this section, the accounting shall be accompanied by an invoice for the additional rent. Notwithstanding any other provisions in this Lease, during the year in which the Lease terminates, Lessor, by March 31 of the following year after the termination date, shall have the option to invoice Lessee for Less▇▇'▇ ▇hare of the excess operating expenses based upon the previous year's operating expenses. If this Lease shall terminate on a day other than the last day of the Terma calendar year, the Tenant’s Operating Expense Share amount of any additional rent payable by Lessee applicable to the year in which such termination shall occur shall be prorated to correspond to on the ratio that portion the number of such days from the commencement of the calendar year occurring within the Term. (b) Tenant shall pay Tenant’s Operating Expense Share for each such calendar year pursuant to the following provisions: (1) For each calendar month occurring during any such calendar year, Tenant, on the first (1st) day of such calendar month, shall make a payment on account of Tenant’s Operating Expense Share equal to one-twelfth (1/12th) of Landlord’s good-faith estimate of Tenant’s Operating Expense Share for such calendar year as shown on the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”). However, (A) Landlord, by notice to Tenant, may, at any time and from time to time during any calendar year, reduce the amount of the Monthly Estimated OE Payment for such calendar year, and (B) for the balance of the first calendar year occurring within the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments shall be in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for any calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments shall be made only for calendar months during such calendar year occurring within the Term. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________including the

Operating Expenses. (a) For Tenant shall also pay as additional rent Tenant's pro rata share of the operating expenses of Landlord for the Building and/or project of which the Premises are a part. Landlord shall invoice Tenant monthly for Tenant's pro rata share of the estimated operating expenses for each calendar year, which amount shall be adjusted from time-to-time by Landlord based upon anticipated operating expenses. Within three (3) months following the close of each calendar year, Landlord shall provide Tenant an accounting showing in reasonable detail all computations of additional rent due under this Section. In the event the accounting shows that the total of the monthly payments made by Tenant exceeds the amount of additional rent due by Tenant under this Section, the accounting shall be accompanied by evidence of a credit to Tenant's account or accompanied by a check from Landlord for such excess for the last calendar year occurring of this Lease. In the event the accounting shows that the total of the monthly payments made by Tenant is less than the amount of additional rent due by Tenant under this Section, the accounting shall be accompanied by an invoice for the additional rent. Notwithstanding any other provision in this Lease, during the Termyear in which this Lease terminates, Tenant shall pay to Landlord, as Additional Rentprior to the termination date, an amount equal shall have the option to invoice Tenant for Tenant’s Occupancy Percentage 's pro rata share of the Operating Expenses for such calendar year as hereinafter provided (operating expenses based upon the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”)previous year's operating expenses. However, (i) for the first calendar year occurring within the Term (i.e., the calendar year commencing If this Lease shall terminate on January 1, 2004 and ending on December 31, 2004), Operating Expenses shall be deemed to consist only of amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later a day other than the last day of the Terma calendar year, the Tenant’s Operating Expense Share amount of any additional rent payable by Tenant applicable to the year in which the termination shall occur shall be prorated to correspond to on the ratio that portion the number of such days from the commencement of the calendar year occurring to and including such termination date bears to 365. Tenant agrees to pay any additional rent due under this Section within ten (10) days following receipt of the Term. (b) Tenant invoice or accounting showing additional rent due. Tenant's pro rata share set forth in Section 1.8 shall pay Tenant’s Operating Expense Share for each such calendar year pursuant to the following provisions: (1) For each calendar month occurring during any such calendar year, Tenant, on the first (1st) day of such calendar month, shall make a payment on account of Tenant’s Operating Expense Share be equal to one-twelfth (1/12th) a percentage based upon a fraction the numerator of Landlord’s good-faith estimate of Tenant’s Operating Expense Share for such calendar year as shown on which is the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”). However, (A) Landlord, by notice to Tenant, may, at any time and from time to time during any calendar year, reduce the amount total area of the Monthly Estimated OE Payment for such calendar year, Premises as set forth in Article I and (B) for the balance denominator of which shall be the net rentable area of the first calendar year occurring within the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments shall be in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for any calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments shall be made only for calendar months during such calendar year occurring within the TermBuilding. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________

Operating Expenses. Tenant shall pay from time to time an amount (the “Excess”) calculated by multiplying (a) For each the amount by which the Basic Cost (defined below), divided by the Total Rentable Square Feet, exceeds 2006 Base Year Stop (the “Expense Stop”), by (b) the Rentable Square Feet. The Excess may be calculated and collected annually in arrears on a calendar year occurring during basis and, in such event, shall be due within thirty (30) days after Landlord furnishes to Tenant a written statement (the Term“Annual Operating Statement”) reflecting the Basic Cost for the calendar year (as may be adjusted as provided herein) and calculating the Excess, if any. Said statement shall be furnished by April 1 immediately following the applicable calendar year, or as soon thereafter as practicable. Alternatively, Excess may be estimated and collected monthly and then reconciled against Basic Costs at calendar year end. In such event, Landlord shall make and notify Tenant of its good faith estimate of the Excess for the applicable calendar year (or part thereof), whereafter, Tenant shall pay to Landlord, as Additional Rentin advance on the first day of each calendar month of such year (or part thereof), an amount equal to Tenant’s Occupancy Percentage the estimated Excess divided by 12 (or such lesser number of the Operating Expenses for such calendar year months as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”applicable). However, (i) for the first calendar year occurring within the Term (i.e., the calendar year commencing on January 1, 2004 and ending on December 31, 2004), Operating Expenses shall be deemed to consist only of amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later than the last day of the Term, the Tenant’s Operating Expense Share shall be prorated to correspond to that portion of such calendar year occurring within the Term. (b) Tenant shall pay Tenant’s Operating Expense Share for each such calendar year pursuant to the following provisions: (1) For each calendar month occurring during any such calendar year, Tenant, on the first (1st) day of such calendar month, shall make a payment on account of Tenant’s Operating Expense Share equal to one-twelfth (1/12th) of Landlord’s good-faith estimate of Tenant’s Operating Expense Share for such calendar year as shown on the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”). However, (A) Landlord, by notice to Tenant, may, at any time and from From time to time during any calendar year, reduce Landlord may re-estimate the amount Excess for that calendar year and the monthly installments of Excess payable by Tenant shall be adjusted accordingly so that, by the end of the Monthly Estimated OE Payment calendar year in question, Tenant shall have paid the full Excess as estimated by Landlord for such calendar year, and . The Basic Cost (B) for the balance of other than the first calendar year occurring within the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments shall be in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, Building is occupied) and (C) Expense Stop shall be prorated for any calendar year which ends later than the last day portion of the Term, the Monthly Estimated OE Payments shall be made only for Term which is less than a full calendar months during such calendar year occurring within the Termyear. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________

Operating Expenses. The amount by which Tenant's Share of Operating Expenses (aas defined below) For paid by Landlord during each calendar year occurring or portion thereof during the Term (except for the Operating Expense Base Year) exceeds the Operating Expense Base (as defined in Section 1.01(s)) (or in the event of a portion of a calendar year, the fraction of the Operating Expense Base that is equivalent to the portion of the calendar year in question); Each calendar year of the Term, except for the Tax Base Year, Operating Expense Base Year, and Utility Base Year, as applicable, Landlord shall deliver to Tenant an estimate of the annual Escalation Amounts payable by Tenant pursuant to this provision, and Tenant shall pay to Landlord, as Additional Rent, an amount equal to Tenant’s Occupancy Percentage of the Operating Expenses for such calendar year as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”). However, (i) for the first calendar year occurring within the Term (i.e., the calendar year commencing on January 1, 2004 and ending on December 31, 2004), Operating Expenses shall be deemed to consist only of amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later than the last day of the Term, the Tenant’s Operating Expense Share shall be prorated to correspond to that portion of such calendar year occurring within the Term. (b) Tenant shall pay Tenant’s Operating Expense Share for each such calendar year pursuant to the following provisions: (1) For each calendar month occurring during any such calendar year, Tenant, Landlord on the first (1st) day of such calendar montheach month in advance, shall make a payment on account of Tenant’s Operating Expense Share equal to one-twelfth (1/12th) of Landlord’s good-faith estimate 's estimated amount. At the end of Tenant’s Operating Expense Share each year there shall be an adjustment made to account for any difference between the actual and the estimated Escalation Amounts for such calendar year. If Tenant has overpaid the Escalation Amounts owing pursuant to this provision, and provided Tenant is not in default hereunder, Landlord shall refund such overpayment to Tenant; provided, however, that Landlord. shall have the right, in its sole discretion, to credit such overpayment to unpaid Rent payable by Tenant under this Lease, whether or not same is then due. Notwithstanding anything to the contrary contained in this Lease, if Tenant's Share of Real Property Taxes or Operating Expenses daring any calendar year during the Term of this Lease is less than the Tax Base or Operating Expense Base, as applicable, for such item, such shortfall shall not be applied to reduce the amounts payable by Tenant for Tenant's Share of such other items. If Tenant has underpaid the Escalation Amounts owing pursuant to this provision, Tenant shall pay the total amount of such deficiency to Landlord as Additional Rent with the next payment of Rent due under this Lease following written notice of said deficiency from Landlord to Tenant. Any Escalation Amounts attributable to the Term of this Lease which would not otherwise be due until after the date of the expiration or earlier termination of this Lease, shall, if the exact amount is uncertain at the time this Lease expires or terminates, be paid by Tenant to Landlord upon such expiration or termination in an amount to be reasonably determined by Landlord, with an adjustment to be made once the exact amount is known. Such obligation shall survive the expiration or earlier termination of this Lease. Tenant shall be provided, following the end of each calendar year during the Term of this Lease, with a statement showing in reasonable detail the separate charges for Real Property Taxes and Operating Expenses for the such calendar year for which such charges were due (the "Operating Statement"). Tenant shall have the right, at its sole cost and expense, to audit Landlord's records upon which such Operating Statement is based, provided Tenant's first pays all sums due as shown on the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”)Operating Statement. However, Tenant may only conduct an audit (Ai) Landlord, by upon reasonable notice to Landlord so as to allow Landlord sufficient time to compile its records and make them available to Tenant, may, at any time and from time to time during any calendar year, reduce (ii) not more than sixty (60) days after Tenant receives the amount of Operating Statement for the Monthly Estimated OE Payment for such calendar subject year, and (Biii) for the balance not more than once during any Lease Year. Any audit and subsequent adjustment in payment shall be deemed to be conclusive settlement of the first calendar year occurring dispute. If Tenant does not notify Landlord of a dispute within the Term sixty (i.e.60) days of receipt of such Operating Statement, the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments Tenant shall be in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for any calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments shall be made only for calendar months during such calendar year occurring within the Termdeemed to have accepted Landlord's calculations as conclusive. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________

Operating Expenses. (a) For each calendar year occurring during In the Term, Tenant shall pay to Landlord, as Additional Rent, an amount equal to Tenant’s Occupancy Percentage of the Operating Expenses for such calendar year as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”). However, (i) event Lessor's operating expenses for the first calendar year occurring within Building and/or project of which the Term (i.e.Leased Premises are a part shall, the calendar year commencing on January 1, 2004 and ending on December 31, 2004), Operating Expenses shall be deemed to consist only of amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for in any calendar year during the term of this Lease, exceed the sum of BASE YEAR 1998, Lessee agrees to pay as additional rent Lessee's pro rata share of such excess operating expenses. Lessor may invoice Lessee monthly for Lessee's pro rata share of the estimated operating expenses for each calendar year, which ends later amount shall be adjusted each year based upon anticipated operating expenses. Within nine months following the close of each calendar year, Lessor shall provide Lessee an accounting showing in reasonable detail all computations of additional rent due under this section. In the event the accounting shows that the total of the monthly payments made by Lessee exceeds the amount of additional rent due by Lessee under this section, the accounting shall be accompanied by a refund. In the event the accounting shows that the total of the monthly payments made by Lessee is less than the amount of additional rent due by Lessee under this section, the accounting shall be accompanied by an invoice for the additional rent. Notwithstanding any other provision in this Lease, during the year in which the Lease terminates, Lessor, prior to the termination date, shall have the option to invoice Lessee for Lessee's pro rata share of the excess operating expenses based upon the previous year's operating expenses. If this Lease shall terminate on a day other than the last day of the Terma calendar year, the Tenant’s Operating Expense Share amount of any additional rent payable by lessee applicable to the year in which such termination shall occur shall be prorated to correspond to on the ratio that portion the number of such days from the commencement of the calendar year occurring to and including the termination date bears to 365. Lessee shall have the right, at its own expense and within the Term. (b) Tenant shall pay Tenant’s Operating Expense Share for each such calendar year pursuant a reasonable time, to audit Lessor's books relevant to the additional rent payable under this section. Lessee agrees to pay any additional rent due under this section within thirty (30) days following provisions: (1) For each calendar month occurring during any receipt of the invoice or accounting showing additional rent due. If the additional rent due exceeds $4,500.00, Lessee may pay such calendar year, Tenant, on amount in two equal payments with the first such payment being due within thirty (1st30) day days after receipt of such calendar month, shall make a invoice and the second payment on account of Tenant’s Operating Expense Share equal to one-twelfth due thirty (1/12th30) of Landlord’s good-faith estimate of Tenant’s Operating Expense Share for such calendar year as shown on the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”). However, (A) Landlord, by notice to Tenant, may, at any time and from time to time during any calendar year, reduce the amount of the Monthly Estimated OE Payment for such calendar year, and (B) for the balance of the first calendar year occurring within the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments shall be in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for any calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments shall be made only for calendar months during such calendar year occurring within the Termdays thereafter. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________

Operating Expenses. (a) For each calendar year occurring during In the Term, Tenant shall pay to Landlord, as Additional Rent, an amount equal to Tenant’s Occupancy Percentage of the Operating Expenses for such calendar year as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”). However, (i) event Lessor's operating expenses for the first calendar year occurring within building and/or project of which the Term (i.e.leased premises are a part shall, the calendar year commencing on January 1, 2004 and ending on December 31, 2004), Operating Expenses shall be deemed to consist only of amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for in any calendar year during the term of this Lease, exceed the sum of the actual operating expenses per square foot including common area maintenance for calendar year 1993, Lessee agrees to pay as additional rent Lessee's pro rata share of such excess operating expenses. Lessor may invoice Lessee monthly for Lessee's pro rata share of the estimated operating expenses for each calendar year, which ends later amount shall be adjusted each year based upon anticipated operating expenses. Within nine months following the close of each calendar year, Lessor shall provide Lessee an accounting showing in reasonable detail all computations of additional rent due under this section. In the event the accounting shows that the total of the monthly payments made by Lessee exceeds the amount of additional rent due by Lessee under this section, the accounting shall be accompanied by a refund. In the event the accounting shows that the total of the monthly payments made by Lessee is less than the amount of additional rent due by Lessee under this section, the account shall be accompanied by an invoice for the additional rent. Notwithstanding any other provision in this Lease, during the year in which the Lease terminates, Lessor, prior to the termination date, shall have the option to invoice Lessee for Lessee's pro rata share of the express operating expenses based upon the previous year's operating expenses. If this Lease shall terminate on a day other than the last day of the Terma calendar year, the Tenant’s Operating Expense Share amount of any additional rent payable by Lessee applicable to the year in which such termination shall occur shall be prorated to correspond to on the ratio that portion the number of such days from the commencement of the calendar year occurring to and including the termination date bears to 365. Lessee shall have the right, at its own expense and within the Term. (b) Tenant shall pay Tenant’s Operating Expense Share for each such calendar year pursuant a reasonable time, to audit Lessor's books relevant to the additional rent payable under this section. Lessee agrees to pay any additional rent due under this section within ten days following provisions: (1) For each calendar month occurring during any such calendar year, Tenant, on the first (1st) day of such calendar month, shall make a payment on account of Tenant’s Operating Expense Share equal to one-twelfth (1/12th) of Landlord’s good-faith estimate of Tenant’s Operating Expense Share for such calendar year as shown on the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”). However, (A) Landlord, by notice to Tenant, may, at any time and from time to time during any calendar year, reduce the amount receipt of the Monthly Estimated OE Payment for such calendar year, and (B) for the balance of the first calendar year occurring within the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments shall be in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for any calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments shall be made only for calendar months during such calendar year occurring within the Terminvoice or accounting showing additional rent due. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________

Operating Expenses. (a) For Tenant agrees to pay as additional rent (over and above the bass rental) Tenant's proportionate share of operating expenses, prorated with respect to partial calendar years in which the lease is in effect. Operating cost per net rentable square foot shall be determined by dividing the operating costs of the Building for the year in question by the total net rentable area within the Building. Tenant's proportionate share of the excess operating expenses shall be equal to the net rentable area (in square feet) of the Leased Premises multiplied by the operating cost per net rentable square foot as determined in the manner described above. Landlord ▇▇▇▇ use its best efforts to invoice Tenant for the operating expenses within ninety (90) days after the end of each calendar year occurring during in which this additional rental is due and Tenant agrees to make payment of the Term, Tenant shall pay additional rental to Landlord, as Additional Rent, an amount equal to Tenant’s Occupancy Percentage within thirty (30) days following receipt of the Operating Expenses for such calendar year as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”)billing. HoweverLandlord may, (i) for the first calendar year occurring within the Term (i.e.at its option, the calendar year commencing on January 1, 2004 and ending on December 31, 2004), Operating Expenses shall be deemed to consist only of amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later than the last day of the Term, the Tenant’s Operating Expense Share shall be prorated to correspond to that portion of such calendar year occurring within the Term. (b) Tenant shall pay Tenant’s Operating Expense Share for each such calendar year pursuant prior to the following provisions: (1) For each calendar month occurring during commencement of any such calendar year, Tenant, on the first (1st) day of such calendar month, shall make a payment on account of Tenant’s Operating Expense Share equal to one-twelfth (1/12th) of Landlord’s good-faith estimate of Tenant’s Operating Expense Share for such calendar year as shown on the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”). However, (A) Landlord, by notice to Tenant, may, at any time and from time to time or during any calendar year, reduce estimate the amount of the Monthly Estimated OE Payment operating expenses for the forthcoming year or for the current year. Landlord shall compute Tenants proportionate share of such calendar estimated operating expenses and one-twelfth (l/12) of Tenants proportionate share (as so estimated) shall be paid by Tenant each month as additional rent. Landlord shall use its best effort to compute the actual operating expenses for the year in question within ninety (90) days of the conclusion of such year, and (B) if the expenses for the balance estimated payments collected from Tenant during the year are insufficient to cover Tenant's proportionate share of the first actual operating expenses for the calendar year occurring within the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments shall be in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for any calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments shall be made only for calendar months during such calendar year occurring within the Term. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________in

Operating Expenses. (a) For each calendar year occurring during In the Term, Tenant shall pay to Landlord, as Additional Rent, an amount equal to Tenant’s Occupancy Percentage of the Operating Expenses for such calendar year as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”). However, (i) event Lessor's operating expenses for the first calendar year occurring within building and/or project of which the Term (i.e.leased premises are a part shall, the calendar year commencing on January 1, 2004 and ending on December 31, 2004), Operating Expenses shall be deemed to consist only of amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for in any calendar year during the term of this Lease, exceed the sum of the actual 1995 Base Year Operating Expenses (the "Base Year Expense Stop"), Lessee agrees to pay as additional rent Lessee's pro rata share of such excess operating expenses. Lessor may invoice Lessee monthly for Lessee's pro rata share of the estimated operating expenses for each calendar year, which ends later amount shall be adjusted each year based upon anticipated operating expenses. Within nine months following the close of each calendar year, Lessor shall provide Lessee an accounting showing in reasonable detail all computations of additional rent due under this section. In the event the accounting shows that the total of the monthly payments made by the Lessee exceeds the amount of additional rent due by Lessee under this section, the accounting shall be accompanied by a refund. In the event the accounting shows that the total of the monthly payments made by Lessee is less than the amount of additional rent due by Lessee under this section, the account shall be accompanied by an invoice for the additional rent. Notwithstanding any other provision in this Lease, during the year in which the Lease terminates, Lessor, prior to the termination date, shall have the option to invoice Lessee for Lessee's pro rata share of the excess operating expenses based upon the previous year's operating expenses. If this Lease shall terminate on a day other than the last day of the Terma calendar year, the Tenant’s Operating Expense Share amount of any additional rent payable by Lessee applicable to the year in which such termination shall occur shall be prorated to correspond to on the ratio that portion the number of such days from the commencement of the calendar year occurring to and including the termination date and its relationship to three hundred sixty-five (365) days. Lessee shall have the right, at its own expense and within the Term. (b) Tenant shall pay Tenant’s Operating Expense Share for each such calendar year pursuant a reasonable time, to audit Lessor's books relevant to the additional rent payable under this section. Lessee agrees to pay any additional rent due under this section within ten (10) days following provisions: (1) For each calendar month occurring during any such calendar year, Tenant, on the first (1st) day of such calendar month, shall make a payment on account of Tenant’s Operating Expense Share equal to one-twelfth (1/12th) of Landlord’s good-faith estimate of Tenant’s Operating Expense Share for such calendar year as shown on the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”). However, (A) Landlord, by notice to Tenant, may, at any time and from time to time during any calendar year, reduce the amount receipt of the Monthly Estimated OE Payment for such calendar year, and (B) for the balance of the first calendar year occurring within the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments shall be in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for any calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments shall be made only for calendar months during such calendar year occurring within the Terminvoice or accounting showing additional rent due. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________

Operating Expenses. (a) For each calendar year occurring during During the Termterm of this Lease, Tenant shall pay to Landlord, as Additional Monthly Rent, an amount equal to Tenant’s Occupancy Percentage 's percentage share of the all Operating Expenses for such calendar year (as hereinafter defined) paid or incurred by Landlord during the term of this Lease. Tenant's percentage share shall be a fraction (expressed as a percentage) the numerator of which is the total number of square feet in the Premises and the denominator of which is the total number of square feet in the Building (both subject to adjustment, from time to time, to reflect Landlord's calculation of load factors). Landlord and Tenant agree that Tenant's percentage share (subject to adjustment as provided above) shall be One and Seventy-Four hundredths percent (the amount so 1.74%). The Additional Monthly Rent payable by Tenant being herein called “Tenant’s Operating Expense Share”). However, (ipursuant to this Paragraph 34(a) for the first calendar year occurring within the Term (i.e., the calendar year commencing on January 1, 2004 and ending on December 31, 2004), Operating Expenses shall be deemed to consist only of amounts calculated and paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later than the last day of the Term, the Tenant’s Operating Expense Share shall be prorated to correspond to that portion of such calendar year occurring within the Term. (b) Tenant shall pay Tenant’s Operating Expense Share for each such calendar year pursuant to in accordance with the following provisionsprocedures: (1) For each calendar month occurring during any such calendar yearOn or before the Commencement Date, Tenantor as soon thereafter as practicable, and on or before the first (1st) day each subsequent calendar year during the term of such calendar monththis Lease, or as soon thereafter as practicable, Landlord shall make a payment on account of Tenant’s Operating Expense Share equal to one-twelfth (1/12th) give Tenant written notice of Landlord’s good-faith 's estimate of Tenant’s Operating Expense Share for such calendar year as shown on the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”). However, (A) Landlord, by notice to Tenant, may, at any time and from time to time during any calendar year, reduce the amount of the Monthly Estimated OE Payment for such calendar year, and (Bpayable under this Paragraph 34(a) for the balance of the first calendar year occurring within after the Term (i.e.Commencement Date or for the ensuing calendar year, as the period commencing case may be. Tenant shall pay such estimated amount to Landlord in equal monthly installments, in advance on or before the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments shall be in the amount set forth on Exhibit C hereto, and shall be payable only on or before the first (1st) day of each month during such balance of the first calendar month occurring year after the calendar month in which the Commencement Date occursor during each ensuing calendar year, and (C) as the case may be. If such notice is not given for any calendar year which ends later than year, Tenant shall continue to pay on the last day basis of the Termprior year's estimate until the month after such notice is given, the Monthly Estimated OE Payments and subsequent payments by Tenant shall be made only based on Landlord's current estimate. If at any time it appears to Landlord that the amount payable under this Paragraph 34 (a) for calendar months during such the current calendar year occurring within the Termwill vary from Landlord's estimate, Landlord may, by giving written notice to Tenant, revise Landlord's estimate for such year, and subsequent payments by Tenant for such year shall be based on such revised estimate. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled Within a reasonable time after the end of each calendar year, Landlord shall give Tenant a written statement of the amount payable by Tenant under this Paragraph 34(a) for such calendar year as provided in Section 2.2(fcertified by Landlord. If such statement shows an amount owing by Tenant that is less than the estimated payments for such calendar year previously made by Tenant, Landlord shall credit the excess to the next succeeding monthly installments of the amount payable by Tenant under this Paragraph 34(a). ________________________________________________________________________________________________________________________If such statement shows an amount owing by Tenant that is more than the estimated payments for such calendar year previously made by Tenant, Tenant shall pay the deficiency to Landlord `within ten (10) days after delivery of such statement. Tenant or Tenant's authorized agent or representative shall have the right to inspect at any time within ninety (90) days after delivery of such statement the books of Landlord relating to Operating Expenses for the relevant calendar year, after giving reasonable prior written notice to Landlord and during the business hours of Landlord at Landlord's office in the Building or at such other location as Landlord may designate, for the purpose of verifying the information in such statement. Failure by Landlord to give any notice or statement to Tenant under this Paragraph 34 shall not waive Landlord's right to receive, or Tenant's obligation to pay, the amount payable by Tenant under this Paragraph 34(a).

Operating Expenses. (a) For each calendar year occurring during the Term, Tenant shall pay to Landlord, monthly as Additional Rent, Rent an amount equal to Tenant’s Occupancy Percentage of the Operating Expenses for such calendar year as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”). However, (i) for the first calendar year occurring within the Term (i.e., the calendar year commencing on January 1, 2004 and ending on December 31, 2004), Operating Expenses shall be deemed to consist only of amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later than the last day of the Term, the Tenant’s Operating Expense Share shall be prorated to correspond to that portion of such calendar year occurring within the Term. (b) Tenant shall pay Tenant’s Operating Expense Share for each such calendar year pursuant to the following provisions: (1) For each calendar month occurring during any such calendar year, Tenant, on the first (1st) day of such calendar month, shall make a payment on account of Tenant’s Operating Expense Share equal to one-twelfth (1/12th) of Tenant's Proportionate Share of the estimated Operating Expenses. For the period from the Commencement Date to the date of the first adjustment as provided below, Tenant shall pay Six Thousand Eighty-Four Dollars and Twenty-One Cents ($6,084.21) per month as the estimated Tenant's Proportionate Share of Operating Expenses. Each calendar year on or before April 1, or as soon thereafter as is reasonably possible, Landlord shall deliver to Tenant a statement setting forth Landlord’s good-faith 's reasonable estimate of Tenant’s the Operating Expense Share Expenses for such the then current calendar year as shown on and shall furnish to Tenant a statement (the Final Budget "Expense Statement") which shall set forth the actual Operating Expenses for such the prior calendar year. Tenant shall continue to pay monthly installments in the current amount until Tenant receives notice of a change in payment from Landlord and thereafter each monthly installment will be increased by a prorata portion of the amount by which the payments which have been made in the calendar year (are less than the amount due at the increased installment rate. Landlord agrees to keep true and accurate records of the Operating Expenses of the Building in accordance with generally accepted accounting principles. After delivery of the Expense Statement, there shall be an adjustment between Landlord and Tenant such payments on account being herein called that after said adjustment Tenant will have paid the “Monthly Estimated OE Payments”)Additional Rent amount due in accordance with this section. However, (A) Landlord, by notice Payment pursuant to said adjustment to Landlord or Tenant, mayas the case may be, shall be made within thirty (30) days from the date of Tenant's receipt of the Expense Statement. For any period less than a full calendar month or year, Tenant's Additional Rent under this section shall be prorata based on actual expenses for that calendar year or month. In the event that less than ninety-five percent (95%) of the total square footage in the Project is occupied by tenants at any time and from time to time all times during any calendar year, reduce the amount then Operating Expenses for such year shall include all additional costs, expenses and disbursements that Landlord reasonably determines would have been incurred had ninety-five percent (95%) of the Monthly Estimated OE Payment for such calendar year, and (B) for the balance of the first calendar year occurring within the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments shall be total square footage in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for any calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments shall be made only for calendar months Project been occupied at all times during such calendar year occurring within the Termby tenants. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________

Operating Expenses. (a) For each calendar year occurring during In the Term, Tenant shall pay to Landlord, as Additional Rent, an amount equal to Tenant’s Occupancy Percentage of the Operating Expenses for such calendar year as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”). However, (i) event Lessor's operating expenses for the first calendar year occurring within building and/or project of which the Term (i.e.leased premises are a part shall, the calendar year commencing on January 1, 2004 and ending on December 31, 2004), Operating Expenses shall be deemed to consist only of amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for in any calendar year during the term of this Lease, exceed the sum of $ 2000 BASE YEAR per square foot, Lessee agrees to pay as additional rent Lessee's pro rata share of such excess operating expenses. Lessor may invoice Lessee monthly for Lessee's pro rata share of the estimated operating expenses for each calendar year, which ends later amount shall be adjusted each year based upon anticipated operating expenses. Within nine months following the close of each calendar year, Lessor shall provide Lessee an accounting showing in reasonable detail all computations of additional rent due under this section. In the event the accounting show that the total of the monthly payments made by Lessee exceeds the amount of additional rent due by Lessee under this section, the accounting shall be accompanied by a refund. In the event the accounting shows that the total of the monthly payments made by Lessee is less than the amount of additional rent due by Lessee under this section, the account shall be accompanied by an invoice for the additional rent. Notwithstanding any other provision in this Lease, during the year in which the Lease terminates, Lessor, prior to the termination date, shall have the option to invoice Lessee for Lessee's pro rata share of the excess operating expenses based upon the previous year's operating expenses. If this Lease shall terminate on a day other than the last day of the Terma calendar year, the Tenant’s Operating Expense Share amount of any additional rent payable by Lessee applicable to the year in which such termination shall occur shall be prorated to correspond to on the ratio that portion the number of such days from the commencement of the calendar year occurring to and including their termination date bears to 365. Lessee shall have the right at its own expense and within the Term. (b) Tenant shall pay Tenant’s Operating Expense Share for each such calendar year pursuant a reasonable time, to audit Lessor's books relevant to the additional rent payable under this section. Lessee agrees to pay any additional rent due under this section within ten days following provisions: (1) For each calendar month occurring during any such calendar year, Tenant, on the first (1st) day of such calendar month, shall make a payment on account of Tenant’s Operating Expense Share equal to one-twelfth (1/12th) of Landlord’s good-faith estimate of Tenant’s Operating Expense Share for such calendar year as shown on the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”). However, (A) Landlord, by notice to Tenant, may, at any time and from time to time during any calendar year, reduce the amount receipt of the Monthly Estimated OE Payment for such calendar yearinvoice or accounting showing additional rent due. Notwithstanding anything to the contrary herein, Lessor's right to recover increases in controllable expenses being expenses other than taxes, insurance, and (B) for the balance of the first calendar year occurring within the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments utilities shall be in the amount set forth limited to five percent (5%) per annum on Exhibit C heretoa cumulative basis. There shall be no limitation on taxes, insurance, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for any calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments shall be made only for calendar months during such calendar year occurring within the Termutilities. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________

Operating Expenses. Tenant shall pay from time to time an amount (the “Excess”) calculated by multiplying (a) For each the amount by which the Basic Cost (defined below), divided by the Total Rentable Square Feet, exceeds 2010 actual Basic Costs (the “Expense Stop”), by (b) the Rentable Square Feet. The Excess may be calculated and collected annually in arrears on a calendar year occurring during basis and, in such event, shall be due within thirty (30) days after Landlord furnishes to Tenant a written statement (the Term“Annual Operating Statement”) reflecting the Basic Cost for the calendar year (as may be adjusted as provided herein) and calculating the Excess, if any. Said statement shall be furnished by April 1 immediately following the applicable calendar year, or as soon thereafter as practicable. Alternatively, Excess may be estimated and collected monthly and then reconciled against Basic Costs at calendar year end. In such event, Landlord shall make and notify Tenant of its good faith estimate of the Excess for the applicable calendar year (or part thereof), whereafter, Tenant shall pay to Landlord, as Additional Rentin advance on the first day of each calendar month of such year (or part thereof), an amount equal to Tenant’s Occupancy Percentage the estimated Excess divided by 12 (or such lesser number of the Operating Expenses for such calendar year months as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”applicable). However, (i) for the first calendar year occurring within the Term (i.e., the calendar year commencing on January 1, 2004 and ending on December 31, 2004), Operating Expenses shall be deemed to consist only of amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later than the last day of the Term, the Tenant’s Operating Expense Share shall be prorated to correspond to that portion of such calendar year occurring within the Term. (b) Tenant shall pay Tenant’s Operating Expense Share for each such calendar year pursuant to the following provisions: (1) For each calendar month occurring during any such calendar year, Tenant, on the first (1st) day of such calendar month, shall make a payment on account of Tenant’s Operating Expense Share equal to one-twelfth (1/12th) of Landlord’s good-faith estimate of Tenant’s Operating Expense Share for such calendar year as shown on the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”). However, (A) Landlord, by notice to Tenant, may, at any time and from From time to time during any calendar year, reduce Landlord may re-estimate the amount Excess for that calendar year and the monthly installments of Excess payable by Tenant shall be adjusted accordingly so that, by the end of the Monthly Estimated OE Payment calendar year in question, Tenant shall have paid the full Excess as estimated by Landlord for such calendar year, and . The Basic Cost (B) for the balance of other than the first calendar year occurring within the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments shall be in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, Building is occupied) and (C) Expense Stop shall be prorated for any calendar year which ends later than the last day portion of the Term, the Monthly Estimated OE Payments shall be made only for Term which is less than a full calendar months during such calendar year occurring within the Termyear. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________

Operating Expenses. (a) For each calendar year occurring during Commencing as of the TermCommencement Date and continuing throughout the term of this Lease, Tenant shall pay pay, as additional rent ("additional rent"), Tenant's pro rata share (as defined in Section 1.7 above) of the operating expenses of Landlord for the Building (the "operating expenses"). Landlord shall invoice Tenant monthly for Tenant's pro rata share of the estimated operating expenses for each calendar year. Within six (6) months following the close of each calendar year, Landlord shall provide Tenant an accounting showing in reasonable detail the computations of additional rent due under this Section. In the event the total of the monthly payments made by Tenant exceeds the amount of additional rent due by Tenant under this Section, the accounting shall be accompanied by evidence of a credit to Tenant's account. If the total of the monthly payments made by Tenant is less than the amount of additional rent due by Tenant under this Section, the accounting shall be accompanied by an invoice for the additional rent. Notwithstanding any other provisions in this Lease, during the year in which this Lease terminates, Landlord, as Additional Rentprior to the termination date, an amount equal shall have the option to invoice Tenant for Tenant’s Occupancy Percentage 's pro rata share of the Operating Expenses for such operating expenses based upon the previous calendar year as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”)year's operating expenses. However, (i) for the first calendar year occurring within the Term (i.e., the calendar year commencing If this Lease shall terminate on January 1, 2004 and ending on December 31, 2004), Operating Expenses shall be deemed to consist only of amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later a day other than the last day of the Term, the Tenant’s Operating Expense Share shall be prorated to correspond to that portion of such calendar year occurring within the Term. (b) Tenant shall pay Tenant’s Operating Expense Share for each such calendar year pursuant to the following provisions: (1) For each calendar month occurring during any such a calendar year, Tenant, the amount of any additional rent payable by Tenant applicable to the year in which the termination shall occur shall be pro rated on the first ratio that the number of days from the commencement of the calendar year to and including such termination date bears to 365. Tenant agrees to pay any additional rent due under this Section within thirty (1st30) day days following receipt of such calendar monththe invoice or accounting (together with reasonable supporting documentation) showing additional rent due. Tenant's pro rata share set forth in Section 1.7 shall, shall make a payment on account of Tenant’s Operating Expense Share subject to reasonable adjustment by Landlord, be equal to one-twelfth (1/12th) a percentage based upon a fraction, the numerator of Landlord’s good-faith estimate which is the total area of Tenant’s Operating Expense Share for such calendar year the Premises as shown on set forth in Section 1.2 above and the Final Budget for such calendar year (such payments on account being herein called denominator of which shall be the “Monthly Estimated OE Payments”). Howevernet rentable area of the Building, (A) Landlord, by notice to Tenant, may, at any time and as the same may change from time to time during any calendar yeartime. Landlord shall maintain books and records showing, reduce the amount of the Monthly Estimated OE Payment for in reasonable detail, actual operating expenses in accordance with generally accepted accounting principles. All such calendar year, books and (B) for the balance of the first calendar year occurring within the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments shall be in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for any calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments records shall be made only available to Tenant for calendar months during such calendar year occurring within inspection upon reasonable prior notice. Notwithstanding anything contained herein to the Term. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for contrary, any calendar year based on capital improvements to the Monthly Estimated OE Payments on account thereof Building over $15,000.00 shall be reconciled after the end of such calendar year as provided amortized at 8% interest over its useful life in Section 2.2(faccordance with generally acceptable accounting principles (GAAP). ________________________________________________________________________________________________________________________41905151-2

Operating Expenses. In addition to Base Rent payable under paragraph 3.1 above, Tenant agrees to pay as Additional Rent its pro-rata share of the "Operating Expenses" (ahereinafter defined) For each calendar for the Building and, to the extent applicable, to the Property. The pro-rata share of Operating Expenses ("Share") to be paid by Tenant shall be 34.79% (596,676 divided by 1,715,000) of the Operating Expenses. Tenant's Share of Operating Expenses shall include no less than $.40 per square foot per year occurring (which amount consists of $.23 per square foot for Real Property Taxes [as herein defined], $.07 per square foot for insurance and $.10 per square foot for common area maintenance charges) and an additional amount for Tenant's use of the telephone system in the Building. Landlord shall deliver monthly invoices to Tenant for Tenant's Share of Operating Expenses, and such invoices shall be due and payable within ten (10) days of receipt. From time to time during the Term, Landlord shall send a statement of Operating Expenses to Tenant for any portion of the Term that has expired providing in reasonable detail a statement of all Operating Expenses incurred in the operation of the Property along with the amount representing Tenant's Share thereof. Tenant shall pay be given a credit against its Share of future Operating Expenses payable for any overpayment of Operating Expense that have been paid up to Landlordthe time of said statement. If Tenant has underpaid, as Additional Rentthen the balance due shall be paid to Landlord by Tenant within thirty (30) days of the date of said statement unless the statement is rendered at the end of the Term in which case any overage due the Landlord will be paid by check at the time the Leased Premises are delivered to Landlord by Tenant. Concurrent with the invoice described above, Landlord shall also provide an amount equal to Tenant’s Occupancy Percentage estimate of the Operating Expenses for such calendar year as hereinafter provided (and a statement of the amount so estimated monthly Operating Expense payable by Tenant being herein called “as additional rent under the terms of this Lease. Tenant’s Operating Expense Share”). However, (i) 's liability for the first calendar year occurring within the Term (i.e., the calendar year commencing on January 1, 2004 and ending on December 31, 2004), its Share of Operating Expenses shall be deemed to consist only commence on the date of amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later than the last day Tenant's actual occupancy of the TermLeased Premises, the Tenant’s Operating Expense Share shall be prorated to correspond to that portion of such calendar year occurring within the Term. (b) Tenant shall pay Tenant’s Operating Expense Share for each such calendar year pursuant without regard to the following provisions: (1) For each calendar month occurring during any such calendar year, Tenant, on date the first (1st) day payment of such calendar month, shall make a payment on account of Tenant’s Operating Expense Share equal to one-twelfth (1/12th) of Landlord’s good-faith estimate of Tenant’s Operating Expense Share for such calendar year as shown on the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”). However, (A) Landlord, by notice to Tenant, may, at any time and from time to time during any calendar year, reduce the amount of the Monthly Estimated OE Payment for such calendar year, and (B) for the balance of the first calendar year occurring within the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments shall be in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for any calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments shall be made only for calendar months during such calendar year occurring within the TermBase Rent commences. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________

Operating Expenses. (a) For each calendar year occurring during A. In addition to the TermBase Rent, Tenant as annually adjusted, Lessee shall pay to LandlordLessor during each Lease Year, as Additional Rentincluding the calendar year in which the Lease term expires, an amount equal to TenantLessee’s Occupancy Percentage share of the Operating Expenses for such calendar year as hereinafter provided (the amount so payable by Tenant being herein called “TenantLease Year. Lessee’s Operating Expense Share”). However, (i) for the first calendar year occurring within the Term (i.e., the calendar year commencing on January 1, 2004 and ending on December 31, 2004), share of Operating Expenses shall be deemed to consist only of amounts paid or incurred on, or subsequent to, computed by multiplying the Commencement Date, and (ii) for any calendar year which ends later than the last day amount of the Term, the TenantOperating Expenses by Lessee’s Operating Expense Share shall be prorated to correspond to that portion of such calendar year occurring within the TermProration Percentage. (b) Tenant B. On or about the commencement of each Lease Year, Lessor shall provide Lessee with a written estimate of Lessee’s share of the Operating Expenses for the forthcoming Lease Year. Lessee shall thereafter pay Tenant’s Operating Expense Share for each such calendar year pursuant to Lessor, concurrent with the following provisions: (1) For each calendar month occurring payment of Base Rent during any such calendar yearthe Lease Year, Tenant, on the first (1st) day of such calendar month, shall make a payment on account of Tenant’s Operating Expense Share equal to one-twelfth (1/12th1/12) of LandlordLessee’s good-faith estimate of Tenant’s Operating Expense Share for such calendar year as shown on the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”). However, (A) Landlord, by notice to Tenant, may, at any time and from time to time during any calendar year, reduce the amount share of the Monthly Estimated OE Payment for such calendar yearOperating Expenses, and (B) for the balance of the first calendar year occurring within the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments shall be in the amount as set forth on Exhibit C heretoLessor’s written estimate. In the event that Lessor revises its estimate of Lessee’s share of the Operating Expenses, or if Lessor furnishes such estimate subsequent to the commencement of a Lease Year, Lessor shall furnish to Lessee a statement of any adjustments to be paid or refunded as a result of such revision or late estimate, which adjustment shall, be paid with, or credited against, the next monthly payment by Lessee of its share of Operating Expenses or, paid directly to Lessee if a credit is due following Lease expiration. Failure of Lessor to submit the written estimate shall not waive any rights of Lessor hereunder. C. No later than April 1 of each Lease Year, Lessor shall submit to Lessee a statement of Lessee’s share of the actual Operating Expenses for the immediately preceding Lease Year. If Lessee’s share of the actual Operating Expenses exceeds the estimate prepared by Lessor at the commencement of the preceding Lease Year, then Lessee shall pay the difference to Lessor, in a single payment, within fifteen (15) days after receipt from Lessor of the amount due. In the event that Lessee’s share of the actual Operating Expenses is less than the estimate prepared by Lessor, then the difference shall be credited to Lessee against current monthly payments of Operating Expenses or, if the term of this Lease has expired or terminated, and Lessee is not then in uncured default under this Lease then Lessor shall reimburse no later than July 1st of the calendar year following such expiration or termination. D. Lessee may examine (and copy, at Lessee’s expense, for Lessee’s use off-site) Lessor’s records regarding Operating Expenses during normal business hours within ninety (90) days following the issuance to the Lessee of the Statement of Actual Operating Expenses. The Statement of Actual Operating Expenses (the “Statement”) shall be payable only considered as final and acceptable to Lessee unless Lessee objects to the Statement by written notice to the Lessor within one hundred eighty (180) days following the issuance of the Statement. It Lessee disputes the accuracy of the Statement, and if such dispute shall not have been settled by agreement between Lessor and Lessee within sixty (60) days of Lessor’s receipt of Lessee’s notice of objection as aforesaid, the issue shall be conclusively determined by an audit performed by a certified public accounting firm located in Palm Beach County and selected by Lessor but reasonably acceptable to Lessee. Pending resolution of the dispute by the certified public accountant, Lessee shall pay the amount indicated in the Statement of Actual Operating Expenses, without prejudice to Lessee’s position. If the dispute is resolved in Lessee’s favor, any overpayment due to Lessee shall be credited against Lessee’s share of the Operating Expenses for the current Lease Year or, paid directly to Lessee if a credit is due following Lease expiration, and Lessor shall pay the cost of the audit. If the dispute shall be determined in Lessor’s favor, Lessee shall pay the cost of the audit, which expenses shall be deemed to constitute additional Rent hereunder. E. The additional building or buildings may be added to the Real Property. In the event additional building or buildings are added to the Real Property, Lessor reserves the right to reasonably prorate operating expenses attributable to the Real Property between the Building and other buildings on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for any calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments shall be made only for calendar months during such calendar year occurring within the TermReal Property. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________

Operating Expenses. (a) For each calendar year occurring during From and after the Suite F Commencement Date and continuing through the remainder of the Expansion Space Term, in addition to the Operating Expenses payable by Tenant respecting the Existing Premises, Tenant shall also pay to Landlord, as Additional Rent, an amount equal to for Tenant’s Occupancy Percentage 's Pro Rata Share of Operating Expenses respecting the Suite F Expansion Space. Such amounts shall be payable in accordance with the terms of the Existing Lease; provided, however, any caps on increases in Operating Expenses for such respecting the Existing Premises shall not apply to the Suite F Expansion Space. During the Expansion Space Term, Tenant's Pro Rata Share of Operating Expenses (exclusive of Taxes) respecting the Suite F Expansion Space shall not increase by more than 5% per calendar year as hereinafter provided on a compounding and cumulative basis throughout the Expansion Space Term (e.g. Tenant's Pro Rata Share of Operating Expenses (other than Taxes) for 2017 00498\026\7752798.v3 shall not exceed 105% of Tenant's Pro Rata Share of Operating Expenses (other than Taxes) for 2016; Tenant's Pro Rata Share of Operating Expenses (other than Taxes) for 2018 shall not exceed 105% of the maximum allowable amount so of Tenant' s Pro Rata Share of Operating Expenses (other than Taxes) permitted for 2017; etc.). By way of illustration, if Tenant's Pro Rata Share of Operating Expenses (other than Taxes) respecting the Suite F Expansion Space for 2016 were to be $1.00 per rentable square foot per month, then Tenant's Pro Rata Share of Operating Expenses (other than Taxes) respecting the Suite F Expansion Space for 2017 would not exceed $1.05 per rentable square foot per month, and Tenant's Pro Rata Share of Operating Expenses (other than Taxes) respecting the Suite F Expansion Space for 2018 would not exceed $1.1025 per rentable square foot per month. For the avoidance of doubt, nothing contained herein shall limit in any way Tenant's liability for Taxes respecting the Suite F Expansion Space. Landlord and Tenant acknowledge that for purposes of Operating Expenses payable by Tenant being herein called “respecting the Suite F Expansion Space, Tenant’s Operating Expense Share”). However, (i) for the first calendar year occurring within the Term (i.e., the calendar year commencing on January 1, 2004 and ending on December 31, 2004), Operating Expenses shall be deemed to consist only of amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later than the last day of the Term, the Tenant’s Operating Expense 's Pro Rata Share shall be prorated to correspond to that portion of such calendar year occurring within the Termequal 7.54%. (b) Tenant shall pay Tenant’s Operating Expense Share for each such calendar year pursuant to the following provisions: (1) For each calendar month occurring during any such calendar year, Tenant, on the first (1st) day of such calendar month, shall make a payment on account of Tenant’s Operating Expense Share equal to one-twelfth (1/12th) of Landlord’s good-faith estimate of Tenant’s Operating Expense Share for such calendar year as shown on the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”). However, (A) Landlord, by notice to Tenant, may, at any time and from time to time during any calendar year, reduce the amount of the Monthly Estimated OE Payment for such calendar year, and (B) for the balance of the first calendar year occurring within the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments shall be in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for any calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments shall be made only for calendar months during such calendar year occurring within the Term. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________

Operating Expenses. All capitalized terms used in this Section shall have the meanings ascribed to them in Paragraph 4.1(b), above. (a) For each calendar year occurring If the Operating Expenses incurred or paid by Lessor for any Expense Comparison Year during the TermLease Term are greater than the Operating Expenses incurred or paid by Lessor for the Expense Base Year, Tenant then Lessee shall pay to Landlord, as Additional Rent, Rent an amount equal to Tenant’s Occupancy Percentage such increase multiplied by ▇▇▇▇▇▇'s Proportionate Share. In the event of any partial Expense Comparison Year, Lessee shall pay the increase, if any, based on the number of days of the Operating Expenses for such calendar year as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”). However, (i) for the first calendar year occurring Comparison Year included within the Term (i.e., the calendar year commencing on January 1, 2004 and ending on December 31, 2004), Operating Expenses shall be deemed to consist only of amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later than the last day of the Term, the Tenant’s Operating Expense Share shall be prorated to correspond to that portion of such calendar year occurring within the Lease Term. (b) Tenant By April 1st of each Expense Comparison Year, Lessor shall provide Lessee a statement of ▇▇▇▇▇▇'s best estimate of ▇▇▇▇▇▇'s share of any increase in Operating Expense for such Expense Comparison Year over the costs for the Expense Base Year. Beginning with the next regular Base Monthly Rent payment, Lessee shall pay Tenant’s 1/12th of the increase multiplied by the number of elapsed months from the commencement of the Expense Comparison Year and thereafter shall continue to pay 1/12th of the increase each month until ▇▇▇▇▇▇ receives the next Expense Comparison Year's statement. By April 1st following each Expense Comparison Year, Lessor shall provide Lessee a statement showing the total actual Operating Expense Share Expenses for each such the calendar year pursuant just ended, and ▇▇▇▇▇▇'s share of any increase over the Expense Base Year. If ▇▇▇▇▇▇'s estimates paid to date for the following provisions: (1) For each preceding calendar month occurring during any such year are less than ▇▇▇▇▇▇'s share of the increase, Lessee shall pay the difference concurrently with the next payment of Base Monthly Rent. In the event that Lessee has paid more than its share of estimates for the preceding calendar year, Tenant, on the first (1st) day of Lessor shall credit such calendar month, shall make a payment on account of Tenant’s overpayment towards ▇▇▇▇▇▇'s future Operating Expense Share equal obligations. Failure of Lessor to one-twelfth (1/12th) furnish a statement of Landlord’s good-faith estimate actual or estimated Operating Expenses shall not constitute a waiver of Tenant’s Lessor's right to collect from Lessee any amounts payable with respect to the increase in Operating Expense Share for such calendar year as shown on the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”). However, (A) Landlord, by notice to Tenant, may, at any time and from time to time during any calendar year, reduce the amount of the Monthly Estimated OE Payment for such calendar year, and (B) for the balance of the first calendar year occurring within the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments shall be in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for any calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments shall be made only for calendar months during such calendar year occurring within the TermExpenses. (2c) Any overpayment Lessee shall not be entitled to any reduction, refund, offset, allowance or underpayment rebate in Base Monthly Rent or any other rent due hereunder if the operating Expenses for any Expense Comparison Year are less than those of Tenant’s the Expense Base Year. In addition, if for any reason Lessor does not elect to bill Lessee for Operating Expense Share increases or estimates for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of a particular Expense Comparison Year, ▇▇▇▇▇▇'s right to charge Lessee for such calendar year as provided expenses in Section 2.2(f). ________________________________________________________________________________________________________________________subsequent years is not waived.

Operating Expenses. (a) For each calendar year occurring during the Term, Tenant shall pay Lessee agrees to Landlordpay, as Additional Rentadditional rent, an amount equal to Tenant’s Occupancy Percentage Lessee's pro rata share (as determined by the formula set forth in Section 2.02 above) of the Lessor's Operating Expenses for such the Building without deduction or set-off of any kind except as otherwise set forth herein. Lessor may invoice Lessee monthly for Lessee's pro rata share of the estimated Operating Expenses for each calendar year as hereinafter provided (year, which amount shall be adjusted from time-to-time based upon anticipated Operating Expenses. Within four months following the close of each calendar year, Lessor shall provide Lessee an accounting showing in reasonable detail all computations of additional rent due under this Section. In the event the accounting shows that the total of the monthly payments made by Lessee exceeds the amount so payable of additional rent due by Tenant being herein called “Tenant’s Operating Expense Share”)Lessee under this Section, such amount shall be credited against the next required payment of base rent. HoweverIn the event the accounting shows that the total of the monthly payments made by Lessee is less than the amount of additional rent due by Lessee under this Section, (i) the account shall be accompanied by an invoice for the first calendar year occurring within the Term (i.e., the calendar year commencing additional rent. If this Lease shall terminate on January 1, 2004 and ending on December 31, 2004), Operating Expenses shall be deemed to consist only of amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later a day other than the last day of the Terma calendar year, the Tenant’s Operating Expense Share amount of any additional rent payable by Lessee applicable to the year in which such termination shall occur shall be prorated on the ratio that the number of days from the commencement of the calendar year to correspond and including the termination date bears to that portion 365. Provided Lessee is not in default of any terms of this Lease, Lessee shall have the right, at its own expense, to audit Lessor's books relevant to the additional rent payable under this Section. With respect to such audit, Lessee 1) may review Lessor's books during office hours, 2) must perform such audit at the location of Lessor's books, 3) must request such audit within six (6) months of receipt of its annual reconciliation of Operating Expenses, 4) must deliver to Lessor a copy of the results of such audit, 5) may not audit the same calendar year occurring within the Term. (b) Tenant shall pay Tenant’s Operating Expense Share for each such calendar year pursuant to the following provisions: (1) For each calendar month occurring during any such calendar yearmore than one time. If, Tenant, on the first (1st) day as a result of such calendar monthaudit, it is determined that the Operating Expenses have been overstated by 3% or more, Lessor shall make a payment on account be required to reimburse Lessee for the costs of Tenant’s Operating Expense Share equal such audit. Assignees of Lessee may only audit periods for which they occupy the Leased Premises and subtenants of Lessee shall have no audit rights. Lessee agrees to one-twelfth pay any additional rent due under this Section within ten (1/12th10) of Landlord’s good-faith estimate of Tenant’s Operating Expense Share for such calendar year as shown on the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”). However, (A) Landlord, by notice to Tenant, may, at any time and from time to time during any calendar year, reduce the amount days following receipt of the Monthly Estimated OE Payment for such calendar year, and (B) for the balance of the first calendar year occurring within the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments shall be in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for any calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments shall be made only for calendar months during such calendar year occurring within the Terminvoice or accounting showing additional rent due. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________

Operating Expenses. (a) For each calendar year occurring during the Term, Tenant shall pay to If Landlord, as Additional Rent, an amount equal to Tenant’s Occupancy Percentage of the 's Operating Expenses for such calendar year as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”). However, (i) per net rentable square foot for the first calendar year occurring within the Term (i.e.Property, the calendar year commencing on January 1, 2004 and ending on December 31, 2004), Operating Expenses shall be deemed to consist only of amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for in any calendar year during the Term of this Lease exceed the Operating Expense Base, Tenant agrees to pay as additional rent Tenant's share of such excess operating expenses. As used herein, the term "Tenant's share of such excess Operating Expenses" means the amount by which ends later Landlord's Operating Expenses per net rentable square foot exceed the Operating Expense Base, multiplied by the net rentable square feet comprising the Leased Premises. Landlord may invoice Tenant monthly for Tenant's share of the estimated operating expenses for each calendar year, which amount shall be adjusted each year based upon anticipated operating expenses. Within one hundred twenty (120) days following the close of each calendar year, Landlord shall provide Tenant an accounting showing in reasonable detail all computations of additional rent due under this Section. If the accounting shows that the total of the monthly payments made by Tenant exceeds the amount of additional rent due by Tenant under this Section, the accounting shall be accompanied by a refund. If the accounting shows that the total of the monthly payments made by Tenant is less than the amount of additional rent due by Tenant under this Section, the accounting shall be accompanied by an invoice for the additional rent. Notwithstanding any other provisions in this Lease, during the year in which the Lease terminates, Landlord, within one (1) year following the termination date, shall have the option to invoice Tenant for Tenant's share of the excess operating expenses based upon the previous year's operating expenses. If this Lease shall terminate on a day other than the last day of the Terma calendar year, the Tenant’s Operating Expense Share amount of any additional rent payable by Tenant applicable to the year in which such termination shall occur shall be prorated to correspond to on the ratio that portion the number of such days from the commencement of the calendar year occurring within to and including the Term. (b) termination date bears to 365. Tenant shall pay Tenant’s Operating Expense Share for each such calendar year pursuant have the right, at its own expense and within a reasonable time, to audit during Landlord's regular business hours Landlord's books relevant to the following provisions: (1) For each calendar month occurring during any such calendar yearadditional rent payable under this Section. Notwithstanding anything to the contrary contained in this Lease, Tenant, on if the first (1st) day of such calendar month, shall make a payment on account of Tenant’s Operating Expense Share equal to one-twelfth (1/12th) of Landlord’s good-faith estimate of Tenant’s Operating Expense Share for such calendar year as shown on the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”). However, (A) Landlord, by notice to Tenant, may, at any time and from time to time Building is not fully occupied during any calendar year, reduce the amount Tenant's additional rent under this Section within thirty (30) days following receipt of the Monthly Estimated OE Payment for such calendar year, and (B) for the balance of the first calendar year occurring within the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments shall be in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for any calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments shall be made only for calendar months during such calendar year occurring within the TermInvoice or accounting showing additional rent due. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________

Operating Expenses. (a) For Tenant shall also pay as additional rent Tenant's pro rata share of the operating expenses of Landlord for the Building. Landlord may invoice Tenant monthly for Tenant's pro rata share of the estimated operation expenses for each calendar year occurring during year, which amount shall be adjusted from time-to-time by Landlord based upon reasonably anticipated operating expenses. Within six (6) months following the Termclose of each calendar year, Landlord shall provide Tenant an accounting showing in reasonable detail the computations of additional rent due under this Section. In the event the accounting shows that the total of the monthly payments made by Tenant exceeds the amount of additional rent due by Tenant under this Section, the accounting shall pay to Landlord, as Additional Rent, an amount equal be accompanied by evidence of a credit to Tenant’s Occupancy Percentage 's account. In any event the accounting shows that the total of the Operating Expenses for such calendar year as hereinafter provided (monthly payments made by Tenant is less than the amount so payable of additional rent due by Tenant being herein called “Tenant’s Operating Expense Share”). Howeverunder this Section, (i) the accounting shall be accompanied by an invoice for the first calendar year occurring within the Term (i.e., the calendar year commencing additional rent. If this Lease shall terminate on January 1, 2004 and ending on December 31, 2004), Operating Expenses shall be deemed to consist only of amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later a day other than the last day of the Terma calendar year, the Tenant’s Operating Expense Share amount of any additional rent payable by Tenant applicable to the year in which the termination shall occur shall be prorated to correspond to on the ratio that portion the number of such days from the commencement of the calendar year occurring to and including such termination date bears to 365. Tenant agrees to pay any additional rent due under this Section within ten (10) days following receipt of the Term. (b) Tenant shall pay invoice or accounting showing additional rent due. Tenant’s Operating Expense Share for each such calendar year pursuant 's pro rata share set forth in Section 1.8 shall, subject to the following provisions: (1) For each calendar month occurring during any such calendar yearreasonable adjustment by Landlord, Tenant, on the first (1st) day of such calendar month, shall make a payment on account of Tenant’s Operating Expense Share be equal to one-twelfth (1/12th) a percentage based upon a fraction, the numerator of Landlord’s good-faith estimate which is the total area of Tenant’s Operating Expense Share for such calendar year the Premises as shown on set forth in Article 1 and the Final Budget for such calendar year (such payments on account being herein called denominator of which shall be the “Monthly Estimated OE Payments”). Howevernet rentable area of the Building, (A) Landlord, by notice to Tenant, may, at any time and as the same may change from time to time during any calendar year, reduce the amount of the Monthly Estimated OE Payment for such calendar year, and (B) for the balance of the first calendar year occurring within the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments shall be in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for any calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments shall be made only for calendar months during such calendar year occurring within the Termtime. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________

Operating Expenses. (a) For each calendar year occurring during In the Term, Tenant shall pay to Landlord, as Additional Rent, an amount equal to Tenant’s Occupancy Percentage of the event that Lessor's Operating Expenses for such the Building and/or Project of which the Leased Premises are a part shall, in any calendar year as hereinafter provided (during the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”). Howeverterm of this Lease, (i) for exceed the first calendar year occurring within the Term (i.e., sum of the calendar year commencing on January 11999 operating expenses per rentable square foot, 2004 and ending on December 31Lessee shall pay, 2004)as additional rent, Lessee's prorata share of such excess Operating Expenses. Lessor may invoice Lessee monthly for Lessee's prorata share of the estimated incurred Operating Expenses for each calendar year, which amount shall be deemed adjusted each year by Lessor based upon reasonable anticipated Operating Expenses. Within five (5) months following the close of each calendar year, Lessor shall provide Lessee with an accounting showing in reasonable detail all computations of additional rent due under this Section 2.03. In the event that Lessor's accounting shows that the total of the monthly estimated payments made by Lessee exceeds the actual amount of additional rent due by Lessee under this Section 2.03, then so long as Lessee is not in default hereunder, Lessee's account shall be credited with such amount. In the event that Lessor's accounting shows that the total of the monthly estimated payments made by Lessee is less than the actual amount of additional rent due by Lessee under this Section 2.03, then the accounting shall be accompanied by an invoice for the additional rent. Notwithstanding any other provision in this Lease, during the year in which the Expiration Date or sooner termination of the Lease occurs, Lessor shall have the option to consist only invoice Lessee for Lessee's prorata share of amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later excess Operating Expenses based upon the previous year's Operating Expenses. If this Lease shall terminate on a day other than the last day of the Terma calendar year, the Tenant’s Operating Expense Share amount of any additional rent payable by Lessee applicable to the year in which such termination shall occur shall be prorated to correspond to on the ratio that portion the number of such days from the commencement of the calendar year occurring to and including the termination date bears to 365. Lessee shall have the right, at its own expense and within the Term. (b) Tenant shall pay Tenant’s Operating Expense Share for each such calendar year pursuant a reasonable time, to audit Lessor's books relevant to the following provisions: additional rent payable under this Section 2.03 Lessee may, upon not less than thirty (130) For each calendar month occurring during any such calendar year, Tenant, on the first (1st) day of such calendar month, shall make a payment on account of Tenant’s Operating Expense Share equal to one-twelfth (1/12th) of Landlord’s good-faith estimate of Tenant’s Operating Expense Share for such calendar year as shown on the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”). However, (A) Landlord, by days prior written notice to TenantLessor, may, inspect Lessor's records for all Operating Expenses incurred during the preceding year at Lessor's general offices at such other location reasonably designated by Lessor at any time and from time to time during any calendar year, reduce the amount of the Monthly Estimated OE Payment for such calendar year, and reasonable business hours within six (B6) for the balance of the first calendar year occurring within the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments shall be in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for any calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments shall be made only for calendar months during such calendar year occurring within the Term. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of said year. If said inspection reveals an overpayment of Operating Expenses, Lessor shall reimburse Lessee its proportionate share of any such overpayment within thirty (30) days after receipt of proper billing. If said inspection reveals that Lessor misstated Operation Expenses and insurance expenses by more than five percent (5%), Lessor shall reimburse Lessee for all costs reasonably incurred in making such inspection within thirty (30) days after receipt of notice of determination, and of the amount, of any such misstatement. Lessor's Operating Expenses for any year shall be deemed correct if Lessee does not give Lessor written notice of discrepancy within ninety (90) days of receipt of operating expense notice. Lessee agrees to pay any additional rent due under this Section 2.03 within ten (10) days following receipt of the invoice or accounting showing additional rent due. The Operating Expenses that vary with occupancy and that are attributable to any part of the term in which less than one hundred percent (100%) of the rentable area of the Building is occupied by lessees will be adjusted by Lessor to the amount Lessor reasonably believes such expenses would have been ninety-five percent (95%) of the rentable area of the Building had been occupied. For purposes of determining Operating Expenses for the calendar year 1999, the real estate taxes will be those imposed on the first year in which the building is fully assessed as provided in Section 2.2(f). ________________________________________________________________________________________________________________________a completed building.

Operating Expenses. In addition to Base Rent payable under paragraph 3.1 above, Tenant agrees to pay as Additional Rent its pro-rata share of the "Operating Expenses" (ahereinafter defined) For each calendar for the Building and, to the extent applicable, to the Property. The pro-rata share of Operating Expenses ("Share") to be paid by Tenant shall be 11.55% (198,144 divided by 1,715,000) of the Operating Expenses. Tenant's Share of Operating Expenses shall include no less than $.40 per square foot per year occurring (which amount consists of $.23 per square foot for Real Property Taxes [as herein defined], $.07 per square foot for insurance and $.10 per square foot for common area maintenance charges) and an additional amount for Tenant's use of the telephone system in the Building. Landlord shall deliver monthly invoices to Tenant for Tenant's Share of Operating Expenses, and such invoices shall be due and payable within ten (10) days of receipt. From time to time during the Term, Landlord shall send a statement of Operating Expenses to Tenant for any portion of the Term that has expired providing in reasonable detail a statement of all Operating Expenses incurred in the operation of the Property along with the amount representing Tenant's Share thereof. Tenant shall pay be given a credit against its Share of future Operating Expenses payable for any overpayment of Operating Expense that have been paid up to Landlordthe time of said statement. If Tenant has underpaid, as Additional Rentthen the balance due shall be paid to Landlord by Tenant within thirty (30) days of the date of said statement unless the statement is rendered at the end of the Term in which case any overage due the Landlord will be paid by check at the time the Leased Premises are delivered to Landlord by Tenant. Concurrent with the invoice described above, Landlord shall also provide an amount equal to Tenant’s Occupancy Percentage estimate of the Operating Expenses for such calendar year as hereinafter provided (and a statement of the amount so estimated monthly Operating Expense payable by Tenant being herein called “as additional rent under the terms of this Lease. Tenant’s Operating Expense Share”). However, (i) 's liability for the first calendar year occurring within the Term (i.e., the calendar year commencing on January 1, 2004 and ending on December 31, 2004), its Share of Operating Expenses shall be deemed to consist only commence on the date of amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later than the last day Tenant's actual occupancy of the TermLeased Premises, the Tenant’s Operating Expense Share shall be prorated to correspond to that portion of such calendar year occurring within the Term. (b) Tenant shall pay Tenant’s Operating Expense Share for each such calendar year pursuant without regard to the following provisions: (1) For each calendar month occurring during any such calendar year, Tenant, on date the first (1st) day payment of such calendar month, shall make a payment on account of Tenant’s Operating Expense Share equal to one-twelfth (1/12th) of Landlord’s good-faith estimate of Tenant’s Operating Expense Share for such calendar year as shown on the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”). However, (A) Landlord, by notice to Tenant, may, at any time and from time to time during any calendar year, reduce the amount of the Monthly Estimated OE Payment for such calendar year, and (B) for the balance of the first calendar year occurring within the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments shall be in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for any calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments shall be made only for calendar months during such calendar year occurring within the TermBase Rent commences. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________

Operating Expenses. (a1) For each Tenant shall pay an amount ("Additional Rent") equal to its proportionate share of Operating Costs. Landlord may collect such amount annually in arrears in a lump sum, which shall be due within 30 days after Landlord furnishes to Tenant the Operating Costs and Tax Statement (defined below). Alternatively, Landlord may make a good faith estimate of the Additional Rent to be due by Tenant for any calendar year occurring or part thereof by thirty (30) days prior notice to Tenant during the Term, and Tenant shall pay to Landlord, as Additional Renton the Commencement Date and on the first day of each calendar month thereafter, an amount equal to Tenant’s Occupancy Percentage of the Operating Expenses estimated Additional Rent for such calendar year as hereinafter provided (or part thereof divided by the amount so number of months therein. From time to time, Landlord may estimate and re-estimate in good faith the Additional Rent to be due by Tenant and deliver a copy of the estimate or re-estimate to Tenant. Thereafter, the monthly installments of Additional Rent payable by Tenant being herein called “Tenant’s Operating Expense Share”). Howevershall be appropriately adjusted in accordance with the estimations so that, (i) for by the first calendar year occurring within the Term (i.e., end of the calendar year commencing in question, Tenant shall have paid all of the Additional Rent as estimated by Landlord. Any amounts paid based on January 1, 2004 and ending on December 31, 2004), Operating Expenses such an estimate shall be deemed subject to consist only of amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later than the last day of the Term, the Tenant’s adjustment as herein provided when actual Operating Expense Share shall be prorated to correspond to that portion of such calendar year occurring within the Term. (b) Tenant shall pay Tenant’s Operating Expense Share Costs are available for each such calendar year pursuant to the following provisions: (1) For each calendar month occurring during any such calendar year, Tenant, on the first (1st) day of such calendar month, shall make a payment on account of Tenant’s Operating Expense Share equal to one-twelfth (1/12th) of Landlord’s good-faith estimate of Tenant’s Operating Expense Share for such calendar year as shown on the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”). However, (A) Landlord, by notice to Tenant, may, at any time and from time to time during any calendar year, reduce the amount of the Monthly Estimated OE Payment for such calendar year, and (B) for the balance of the first calendar year occurring within the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments shall be in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for any calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments shall be made only for calendar months during such calendar year occurring within the Term. (2) Any overpayment The term "Operating Costs" shall mean all expenses and disbursements (subject to the limitations set forth below) that Landlord incurs in connection with the ownership, operation, and maintenance of the Building, determined in accordance with sound accounting principles consistently applied, including, but not limited to, the following costs: (A) wages and salaries (including management fees) of all employees engaged in the operation, maintenance, and security of the Building, including taxes, insurance and benefits relating thereto; (B) all supplies and materials used in the operation, maintenance, repair, replacement, and security of the Building; (C) costs for improvements made to the Building which, although capital in nature, are expected to reduce the normal operating costs of the Building, as well as capital improvements made in order to comply with any law hereafter promulgated by any governmental authority, as amortized over the useful economic life of such improvements as determined by Landlord in its reasonable discretion; (D) cost of all utilities, except the cost of utilities reimbursable to Landlord by the Building's tenants other than pursuant to a provision similar to this Section 3.(c; (E) insurance expenses; (F) repairs, replacements, and general maintenance of the Building; and (G) service or underpayment maintenance contracts with independent contractors for the operation, maintenance, repair, replacement, or security of Tenant’s the Building (including, without limitation, alarm service, window cleaning, and elevator maintenance). The following shall not be deemed Operating Expense Share Costs: (i) capital improvements made to the Building, other than capital improvements described in Section 3(c)(2)(C) and except for items which are generally considered maintenance and repair items, such as painting of common areas, replacement of carpet in elevator lobbies, and the like; (ii) repair, replacements and general maintenance paid by proceeds of insurance or by Tenant or other third parties; (iii) interest, amortization or other payments on loans to Landlord; (iv) depreciation; (v) leasing commissions; (vi) legal expenses for services, other than those that benefit the Building tenants generally (e.g., tax disputes); (vii) renovating or otherwise improving space for occupants of the Building or vacant space in the Building; (viii) Taxes (defined below), (ix) federal income taxes imposed on or measured by the income of Landlord from the operation of the Building; (x) expenditures for repairs, replacements or rebuilding occasioned by fire or other casualty to the Building; (xi) expenditures for repairs, replacements or rebuilding occasioned by any calendar year based of the events contemplated by Section 13 of this Lease; (xii) expenditures for costs, including advertising and promotional expenses, incurred in connection with efforts to lease portions of the Building and to procure new tenants for the Building; (xiii) expenditures for the salaries, benefits and other compensation of the employees and other personnel of the Landlord or any managing agent who are not contemplated by subsection 3(c)(2)(A); (xiv) expenditures to an affiliate of the Landlord to the extent any such expenditure exceeds the amount that would have been payable in the absence of such affiliate relationship; (xv) expenditures for installing, operating and maintaining any special facility in or on the Monthly Estimated OE Payments on account thereof Building such as an observatory, broadcasting facility, cafeteria or dining facility or athletic, recreational or luncheon club if the respective facility shall not be reconciled after available to the end Tenant or any of such calendar year as provided its employees; (xvi) expenditures for what would otherwise be an Operating Cost which are reimbursed under any construction contractors' or manufacturers' or vendors' warranties or which are otherwise reimbursed to the Landlord; and (xvii) Operating Costs to the extent that the sum of (a) the Tenant's proportionate share of Operating Costs and (b) the proportionate shares of Operating Costs of tenants of other leased premises in Section 2.2(f). ________________________________________________________________________________________________________________________the Building exceeds 100% of Operating Costs.

Operating Expenses. (a) For each calendar year occurring during the Term, Tenant shall also pay to Landlord, as Additional Rent, an amount equal to additional rent Tenant’s Occupancy Percentage pro rata share of the Operating Expenses of Landlord for such the Building. Landlord may invoice Tenant monthly for Tenant’s pro rata share of the estimated Operating Expenses for each calendar year as hereinafter provided year, which amount shall be adjusted from time to time by Landlord based upon anticipated operating expenses. Within six (6) months following the close of each calendar year, Landlord shall provide Tenant an accounting showing in reasonable detail the computations of additional rent due under this Section. In the event the accounting shows that the total of the monthly payments made by Tenant exceeds the amount so payable of additional rent due by Tenant being herein called “under this Section, the accounting shall be accompanied by evidence of a credit to Tenant’s Operating Expense Share”)account. HoweverIn any event, (i) if the accounting shows that the total of the monthly payments made by Tenant is less than the amount of additional rent due by Tenant under this Section, the accounting shall be accompanied by an invoice for the first calendar additional rent. Notwithstanding any other provisions in this Lease, during the year occurring within in which this Lease terminates, Landlord, prior to the Term (i.e.termination date, shall have the calendar year commencing on January 1, 2004 and ending on December 31, 2004), option to invoice Tenant for Tenant’s pro rata share of the Operating Expenses based upon the previous calendar year’s Operating Expenses. If this Lease shall be deemed to consist only of amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later terminate on a day other than the last day of the Term, the Tenant’s Operating Expense Share shall be prorated to correspond to that portion of such calendar year occurring within the Term. (b) Tenant shall pay Tenant’s Operating Expense Share for each such calendar year pursuant to the following provisions: (1) For each calendar month occurring during any such a calendar year, Tenant, the amount of any additional rent payable by Tenant applicable to the year in which the termination shall occur shall be pro rated on the first ratio that the number of days from the commencement of the calendar year to and including such termination date bears to 365. Tenant agrees to pay any additional rent due under this Section within ten (1st10) day days following receipt of such calendar month, shall make a payment on account of the invoice or accounting showing additional rent due. Tenant’s Operating Expense Share pro rata share set forth in Section 1.7 shall, subject to reasonable adjustment by Landlord, be equal to one-twelfth (1/12th) a percentage based upon a fraction, the numerator of Landlord’s good-faith estimate which is the total area of Tenant’s Operating Expense Share for such calendar year the Premises as shown on set forth in Article 1 and the Final Budget for such calendar year (such payments on account being herein called denominator of which shall be the “Monthly Estimated OE Payments”). Howevernet rentable area of the Building, (A) Landlord, by notice to Tenant, may, at any time and as the same may change from time to time during any calendar yeartime. Landlord shall maintain books and records showing, reduce the amount of the Monthly Estimated OE Payment for in reasonable detail, actual Operating Expenses in accordance with generally accepted accounting principles. All such calendar year, books and (B) for the balance of the first calendar year occurring within the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments shall be in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for any calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments records shall be made only available to Tenant for calendar months during such calendar year occurring within the Terminspection upon reasonable prior notice. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________

Operating Expenses. (a) For each calendar year occurring during the Term, Tenant shall pay to If Landlord, as Additional Rent, an amount equal to Tenant’s Occupancy Percentage of the 's Operating Expenses for such calendar year as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”). However, (i) per net rentable square foot for the first calendar year occurring within the Term (i.e.Property, the calendar year commencing on January 1, 2004 and ending on December 31, 2004), Operating Expenses shall be deemed to consist only of amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for in any calendar year during the term of this Lease exceed the Operating Expense Base, Tenant agrees to pay as additional rent Tenant's share of such excess operating expense. As used herein, the term "Tenant's share of such excess Operating Expenses" means the amount by which ends later Landlord's Operating Expenses per net rentable square foot exceed the Operating Expense Base, multiplied by the net rentable square feet comprising for each calendar year, which amount shall be adjusted each year based upon anticipated exceeded operating expenses. Within one-hundred twenty (120) days following the close of each calendar year, Landlord shall provide Tenant an accounting showing in reasonable detail all computations of additional rent due under this Section. If the accounting shows that the total of the monthly payments made by Tenant exceeds the amount of additional rent due by Tenant under this Section, the accounting shall be accompanied by a refund. If the accounting shows that the total of the monthly payments made by Tenant is less than the amount of additional rent due by Tenant under this Section, the accounting shall be accompanied by an invoice for the additional rent. Notwithstanding any other provisions in this Lease, during the year in which the Lease terminates, Landlord, within one (1) year following the termination date, shall have the option to invoice Tenant for Tenant's share of the excess operating expenses based upon the previous year's operating expenses. If this Lease shall terminate on a day other than the last day of the Terma calendar year, the Tenant’s Operating Expense Share amount of any additional rent payable by Tenant applicable to the year in which such termination shall occur shall be prorated on the ratio that the number of days from the commencement of the calendar to correspond and including the termination date bears to that portion of such calendar year occurring within the Term. (b) 365. Tenant shall pay Tenant’s Operating Expense Share for each such calendar year pursuant have the right, at its own expense and within reasonable time, to audit during Landlord's regular business hours Landlord's books relevant to the following provisions: (1) For each calendar month occurring during any such calendar yearadditional rent payable under this Section. Notwithstanding anything to the contrary contained in this Lease, Tenant, on if the first (1st) day of such calendar month, shall make a payment on account of Tenant’s Operating Expense Share equal to one-twelfth (1/12th) of Landlord’s good-faith estimate of Tenant’s Operating Expense Share for such calendar year as shown on the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”). However, (A) Landlord, by notice to Tenant, may, at any time and from time to time Building is not fully occupied during any calendar year, reduce Tenant's additional rent under this Section and the amount operating expenses shall be determined as if the Building had been fully occupied during such year. Tenant agrees to pay any additional rent due under this Section within thirty (30) days following receipt of the Monthly Estimated OE Payment invoice or accounting showing additional rent due, Calendar year 2001 to be the base for such calendar year, and (B) for the balance calculation of the first calendar year occurring within the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments shall be in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day pass through of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for any calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments shall be made only for calendar months during such calendar year occurring within the Termoperating expenses. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________

Operating Expenses. (aThe amount of the Annual Operating Expenses set forth in Section 1(g) For each above represents Tenant’s Share of the estimated Operating Expenses for the calendar year occurring during in which the TermTerm commences. Landlord may adjust such amount from time to time if the estimated Annual Operating Expenses increase or decrease. By April 30th of each year (and as soon as practical after the expiration or termination of this Lease or, at Landlord’s option, after a sale of the Property), Landlord shall provide Tenant with a statement of Operating Expenses for the preceding calendar year or part thereof. Within 30 days after delivery of the statement to Tenant, Landlord or Tenant shall pay to the other the amount of any overpayment or deficiency then due from one to the other. If Tenant does not give Landlord notice within 30 days after receiving Landlord’s statement that Tenant disagrees with the statement and specifying the items and amounts in dispute, as Additional Rent, an amount equal Tenant shall be deemed to have waived the right to contest the statement. Landlord’s and Tenant’s Occupancy Percentage obligation to pay any overpayment or deficiency due the other pursuant to this Section shall survive the expiration or termination of this Lease. Notwithstanding any other provision of this Lease to the contrary, Landlord may, in its reasonable discretion, determine from time to time the method of computing and allocating Operating Expenses, including the method of allocating Operating Expenses to various types of space within the Building to reflect any disparate levels of services provided to different types of space. If the Building is not fully occupied during any period, Landlord shall make a reasonable adjustment based on occupancy in computing the Operating Expenses for such calendar year as hereinafter provided (the amount period so payable by Tenant being herein called “Tenant’s Operating Expense Share”). However, (i) for the first calendar year occurring within the Term (i.e., the calendar year commencing on January 1, 2004 and ending on December 31, 2004), that Operating Expenses shall be deemed to consist only of amounts paid or incurred on, or subsequent to, are computed as though the Commencement Date, and (ii) for any calendar year which ends later than the last day of the Term, the Tenant’s Operating Expense Share shall be prorated to correspond to that portion of such calendar year occurring within the TermBuilding had been fully occupied. (b) Tenant shall pay Tenant’s Operating Expense Share for each such calendar year pursuant to the following provisions: (1) For each calendar month occurring during any such calendar year, Tenant, on the first (1st) day of such calendar month, shall make a payment on account of Tenant’s Operating Expense Share equal to one-twelfth (1/12th) of Landlord’s good-faith estimate of Tenant’s Operating Expense Share for such calendar year as shown on the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”). However, (A) Landlord, by notice to Tenant, may, at any time and from time to time during any calendar year, reduce the amount of the Monthly Estimated OE Payment for such calendar year, and (B) for the balance of the first calendar year occurring within the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments shall be in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for any calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments shall be made only for calendar months during such calendar year occurring within the Term. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________

Operating Expenses. (a) For The amount and percentage of the Annual Operating Expenses set forth in Section 1(g) and Section 1(h) above represents Tenant’s Share of the estimated Operating Expenses for the calendar year in which the Term commences. Landlord shall provide annually prior to January 1 of each calendar year occurring during the Term, Tenant shall pay to Landlord, as Additional Rent, an amount equal to Tenant’s Occupancy Percentage a reasonable estimate of the Annual Operating Expenses for such calendar year as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”). However, (i) for the first calendar year occurring within the Term (i.e., the calendar year commencing on January 1, 2004 and ending on December 31, 2004), Operating Expenses shall be deemed to consist only of amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later than the last day of the Term, the Tenant’s Operating Expense Share shall be prorated to correspond to that portion of such calendar year occurring within the Term. (b) Tenant shall pay Tenant’s Operating Expense Share for each such calendar year pursuant to the following provisions: (1) For each calendar month occurring during any such calendar year, Tenant, on the first (1st) day of such calendar month, shall make a payment on account of Tenant’s Operating Expense Share equal to one-twelfth (1/12th) of Landlord’s good-faith estimate of Tenant’s Operating Expense Share for such calendar year as shown on the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”). However, (A) Landlord, by notice to Tenant, may, at any time and from time to time during any calendar year, reduce the amount of the Monthly Estimated OE Payment due for such calendar year, and (B) Tenant shall pay Tenant’s Share of such estimate in equal installments on a monthly basis as part of Rent. Landlord may adjust such amount from time to time if the estimated Annual Operating Expenses increase or decrease. Landlord may also invoice Tenant separately from time to time for the balance Tenant’s Share of the first calendar year occurring within the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments shall be in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day any extraordinary or unanticipated Operating Expenses. By April 30th of each calendar month occurring year (and as soon as practical after the expiration or earlier termination of this Lease or, at Landlord’s option, after a sale of the Building or the Property), Landlord shall provide Tenant with a statement of Operating Expenses representing Tenant’s Share for the preceding calendar month year or part thereof. Within thirty (30) days after delivery of the statement to Tenant, Landlord or Tenant shall pay to the other the amount of any overpayment or deficiency then due from one to the other or, at Landlord’s option, Landlord may credit Tenant’s account for any overpayment. If Tenant does not give Landlord notice within sixty (60) days after receiving Landlord’s statement that Tenant disagrees with the statement and specifying the items and amounts in which dispute, Tenant shall be deemed to have waived the Commencement Date occursright to contest the statement. Landlord’s and Tenant’s obligation to pay any overpayment or deficiency due to the other pursuant to this Section 6 shall survive the expiration or earlier termination of this Lease. Notwithstanding any other provision of this Lease to the contrary, Landlord may, in its reasonable discretion, determine from time to time the method of computing and allocating Operating Expenses, including the method of allocating Operating Expenses to various types of space within the Building to reflect any disparate levels of services provided to different types of space, and (C) if the scope of the services performed for any calendar year which ends later building on the Property (including the Building) is disproportionately more or less than for others, Landlord shall equitably allocate the last day of the Term, the Monthly Estimated OE Payments shall be made only for calendar months during such calendar year occurring within the Term. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year costs based on the Monthly Estimated OE Payments scope of the services being performed for each building on account thereof the Property (including the Building). If the Building is not fully occupied during any period, Landlord may make a reasonable adjustment based on occupancy in computing the Operating Expenses for such period so that Operating Expenses are computed as though the Building had been fully occupied; provided, however, that Landlord shall not recover more than one hundred percent (100%) of Operating Expenses. If Landlord shall fail to render a statement for Tenant’s Share of Operating Expenses to Tenant within twenty-four (24) months following the applicable calendar year in which such Operating Expenses were incurred, then Landlord shall be reconciled after the end of deemed to have waived its right to collect such calendar year as provided sums from Tenant hereunder in Section 2.2(f). ________________________________________________________________________________________________________________________respect thereof.

Operating Expenses. (a) For each calendar year occurring during In addition to the TermBase Rent payable by Tenant, Tenant shall will pay to Landlord, as Additional Rentadditional rent, an amount equal to Tenant’s Occupancy Percentage the increase in operating expenses, as hereinafter defined, for each of the Operating Expenses for such calendar year as hereinafter provided (lease years over the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”). Howeveroperating expenses, (i) for the first calendar lease year occurring within the Term (i.e., the calendar year commencing on January October 1, 2004 1997, through September 30, 1998, hereinafter referred to as the Base Lease Year) times 45% (Tenant's Proportionate Share). Lease Year shall mean the period beginning October 1 of each year and ending on December 31, 2004), September 30 of the following year. The additional rent due pursuant to this section is hereinafter referred to as Operating Expenses shall be deemed to consist only Rent. During September of amounts paid or incurred oneach year, or subsequent as soon after September as practicable, Landlord will give Tenant notice of Landlord's estimate of any Operating Rent due for the next Lease Year. The Tenant will pay 1/12th of the estimated Operating Rent at the time Base Rent is payable. The estimated Operating Rent payments will begin October 1 of each year and continue through September 30 of the following year. As soon as practicable after the end of each Lease Year, Landlord will deliver to Tenant a statement of the actual Operating Rent for that Lease Year. If Landlord's statement shows that Tenant owes an amount that is less than the estimated Operating Rent payments made by Tenant for such Lease Year, Landlord will credit such excess first against any sums then owed by Tenant to Landlord and then against the next payments of rental. If Landlord's statement shows that Tenant owes more than the estimated Operating Rent payments made by Tenant for such Lease Year, Tenant will pay the deficiency to Landlord within thirty (30) days after delivery of the statement. The termination of this Lease will not affect the obligations of Landlord and Tenant pursuant to this section be performed after termination. "Operating expenses" are defined as all direct expenses of operating and maintaining the land, building, and Premises in a manner deemed reasonable and appropriate and for the best interest of the tenants in the building, including, but not limited to, the Commencement Datefollowing: (a) All costs and expenses directly related to the land, building, and (ii) Premises for any calendar year which ends later than the last day of the Term, operating and cleaning the Tenant’s Operating Expense Share shall be prorated to correspond to that portion 's space in the building, and common areas , and for removing snow, ice and debris, and costs of such calendar year occurring within the Termfire and extended coverage and liability insurance. (b) Tenant shall pay Tenant’s Operating Expense Share for each such calendar year pursuant to All costs and expense, other than those of a capital nature, of replacing paving, curbs, walkways, landscaping (including replanting and replacing flowers and other planting), common and public lighting facilities in the following provisions:building and on the land. (1c) For each Power for lighting common and public areas; power and fuel used in lighting, heating, ventilating and air-conditioning the building; water used by the occupants of the building. (d) Normal maintenance of mechanical and electrical equipment, including heating ventilating and air-conditioning equipment in the building, but excluding capital expenditures. (e) Window cleaning and janitor service, including janitor equipment and supplies for the common and public areas. (f) Maintenance of elevators, restrooms, lobbies, hallways and other common and public areas of the building. (g) Real estate taxes levied or assessed against the building, improvements and the land. Operating expenses as defined herein shall be accounted for by Landlord using generally accepted accounting principles and methods consistently applied. Taxes for the Base Lease Year shall be the general real estate taxes, special assessments and any other taxes that may be imposed in lieu of or partially in lieu of general real estate taxes, payable in the base year of this Lease. Taxes for subsequent calendar month occurring during any such years shall be deemed to be the taxes payable in the respective calendar year, Tenant, on even though the first (1st) day of such calendar month, shall make levy or assessment thereof may be for a payment on account of Tenant’s Operating Expense Share equal to one-twelfth (1/12th) of Landlord’s good-faith estimate of Tenant’s Operating Expense Share for such calendar year as shown on the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”). However, (A) Landlord, by notice to Tenant, may, at any time and from time to time during any calendar year, reduce the amount of the Monthly Estimated OE Payment for such calendar different year, and shall include general real estate taxes, special assessments, and any other taxes that may be imposed in lieu of or partially in lieu of general real estate taxes. Operating expenses shall not include capital expenditures for which the Landlord is reimbursed or indemnified (B) either by an insurer, condemnor, tenant or otherwise); expenses incurred in leasing or procuring new tenants (including, without limitation, lease commissions, advertising expenses and expenses of renovating space for new tenants); interest or amortization payments on any mortgage or mortgages, and rental under any ground or underlying lease or leases; wages, salaries or other compensation paid to any executive employees above the balance grade of building manager; wages, salaries or other compensation paid for clerks or attendants in concessions or newsstands operated by the Landlord; expenses in connection with maintaining and operating any garage operated by the Landlord; the cost of any work or service performed for or facilities furnished to the Tenant or other tenants at the Tenant's cost; and any cost or expense representing an amount paid to a corporation related to Landlord which is in excess of the first calendar year occurring within the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments shall amount which would be paid in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for any calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments shall be made only for calendar months during such calendar year occurring within the Term. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end absence of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________relationship.

Operating Expenses. Tenant agrees to pay as additional rental Tenant’s “Pro Rata Share” of the increase in the operating expenses defined below (a“Operating Expenses”) over the Base Year 2015 For each calendar purposes of this calculation, “Base Year 2015” means those Operating Expenses incurred between January 1, 2015 and December 31, 2015, except real estate taxes and special assessments shall mean those incurred in tax year occurring during 2014. Landlord may, within six (6) months following the Termclose of any lease year for which additional rental is due under this paragraph, invoice Tenant for Tenant’s Pro Rata Share of the Operating Expenses. The invoice shall pay include in reasonable detail all computations of the additional rental, and ▇▇▇▇▇▇ agrees to make payment of the additional rental to Landlord within thirty (30) days following receipt of the invoice and computations. In the year in which this Lease terminates, Landlord, as Additional Rentin lieu of waiting until the close of the lease year in order to determine Operating Expenses, an amount equal has the option to invoice Tenant for Tenant’s Occupancy Percentage Pro Rata Share of the Operating Expenses for such calendar year as hereinafter provided (based upon the amount so payable by Tenant being herein called “Tenantprevious year’s Operating Expense Share”). However, (i) for the first calendar year occurring within the Term (i.e., the calendar year commencing on January 1, 2004 Expenses and ending on December 31, 2004), Operating Expenses shall be deemed to consist only of amounts paid then bill or incurred on, or subsequent to, the Commencement Date, and (ii) refund Tenant for any calendar year which ends later than the last day difference after close of the Term, lease year in the Tenant’s Operating Expense Share manner described above; Landlord shall be prorated to correspond to that portion of such calendar year occurring invoice Tenant under this option within the Term. thirty (b30) Tenant shall pay Tenant’s Operating Expense Share for each such calendar year pursuant days prior to the following provisions: (1) For each calendar month occurring during any such calendar year, Tenant, on the first (1st) day termination of such calendar month, shall make a payment on account of Tenant’s Operating Expense Share equal to one-twelfth (1/12th) of Landlord’s good-faith estimate of Tenant’s Operating Expense Share for such calendar year as shown on the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”). However, (A) Landlord, by notice to Tenant, may, this Lease or at any time and from time to thereafter. Landlord may at any time during any calendar year, reduce the Term of this Lease increase the Monthly Rent to an amount which reflects ▇▇▇▇▇▇’s Pro Rata Share of the Operating Expenses based upon the previous year’s excess Operating Expenses after giving Tenant thirty (30) days’ notice. The Monthly Estimated OE Payment Rent and any additional rental for such calendar year, and (B) for the balance Tenant’s Pro Rata Share of the first calendar year occurring within excess Operating Expenses are collectively referred to in this Lease as the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments shall be in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for any calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments shall be made only for calendar months during such calendar year occurring within the Term“Rent. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________”

Operating Expenses. Tenant shall pay from time to time an amount (the “Excess”) calculated by multiplying (a) For each the amount by which the Basic Cost (defined below), divided by the Total Rentable Square Feet, exceeds 2006 actual Basic Costs (the “Expense Stop”), by (b) the Rentable Square Feet. The Excess may be calculated and collected annually in arrears on a calendar year occurring during basis and, in such event, shall be due within thirty (30) days after Landlord furnishes to Tenant a written statement (the Term“Annual Operating Statement”) reflecting the Basic Cost for the calendar year (as may be adjusted as provided herein) and calculating the Excess, if any. Said statement shall be furnished by April 1 immediately following the applicable calendar year, or as soon thereafter as practicable. Alternatively, Excess may be estimated and collected monthly and then reconciled against Basic Costs at calendar year end. In such event, Landlord shall make and notify Tenant of its good faith estimate of the Excess for the applicable calendar year (or part thereof), whereafter, Tenant shall pay to Landlord, as Additional Rentin advance on the first day of each calendar month of such year (or part thereof), an amount equal to Tenant’s Occupancy Percentage the estimated Excess divided by 12 (or such lesser number of the Operating Expenses for such calendar year months as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”applicable). However, (i) for the first calendar year occurring within the Term (i.e., the calendar year commencing on January 1, 2004 and ending on December 31, 2004), Operating Expenses shall be deemed to consist only of amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later than the last day of the Term, the Tenant’s Operating Expense Share shall be prorated to correspond to that portion of such calendar year occurring within the Term. (b) Tenant shall pay Tenant’s Operating Expense Share for each such calendar year pursuant to the following provisions: (1) For each calendar month occurring during any such calendar year, Tenant, on the first (1st) day of such calendar month, shall make a payment on account of Tenant’s Operating Expense Share equal to one-twelfth (1/12th) of Landlord’s good-faith estimate of Tenant’s Operating Expense Share for such calendar year as shown on the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”). However, (A) Landlord, by notice to Tenant, may, at any time and from From time to time during any calendar year, reduce Landlord may re-estimate the amount Excess for that calendar year and the monthly installments of Excess payable by Tenant shall be adjusted accordingly so that, by the end of the Monthly Estimated OE Payment calendar year in question, Tenant shall have paid the full Excess as estimated by Landlord for such calendar year, and . The Basic Cost (B) for the balance of other than the first calendar year occurring within the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments shall be in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, Building is occupied) and (C) Expense Stop shall be prorated for any calendar year which ends later than the last day portion of the Term, the Monthly Estimated OE Payments shall be made only for Term which is less than a full calendar months during such calendar year occurring within the Termyear. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________

Operating Expenses. (a) For Beginning on the first day of January, 1999 and on the first day of each calendar year occurring January thereafter during the Lease Term, Tenant Lessee shall pay to Landlord, Lessor as Additional Rent, an amount equal to Tenant’s Occupancy Percentage additional rent Lessee's Proportionate Share (as hereinafter defined) of the Common Operating Expenses (as hereinafter defined) in excess of Lessee's Proportionate Share of Common Operating Expenses for such calendar year as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”). However, (i) for the first calendar year occurring within the Term (i.e., the calendar year commencing on January 11998 (herein called the "Base Year"). The Common Operating Expenses for the Base Year shall be estimated and calculated as accurately as possible as provided herein and shall be equitably adjusted so that such operating expenses are grossed up to reflect a full year of operation of the Building due to the Base Year not being a full year of operation for the Building. The Common Operating Expenses for the Base Year shall be further adjusted to reflect monthly totals which would have been measured assuming that Lessee had occupied and been fully operational in 100% of the Premises as of the Commencement Date; in determining such monthly totals, 2004 Lessor shall give greatest weight to those months when Lessee physically occupied 100% of the Premises. Lessee shall also pay as additional rent all other charges, costs and ending on December 31expenses which are not included within Common Operating Expenses or Building services if such services are to be provided by Lessor under the terms hereof and which other charges, 2004)costs or expenses are incurred by Lessor at the request of Lessee as a result of any use of the Premises by Lessee, excluding any repairs or replacements to be made to the Premises by Lessor and at Lessor's expense in accordance with Section 14 hereof and excluding any work to be performed by Lessor and at Lessor's expense in accordance with Section 10 hereof. Lessee's Proportionate Share of Common Operating Expenses shall be deemed to consist only of amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) prorated as necessary for any calendar year during which ends later this Lease is in effect for less than the last day of the Term, the Tenant’s full twelve month calendar year. Common Operating Expense Share Expenses shall be prorated to correspond to that portion of such calendar year occurring within the Termcalculated on an accrual basis. (b) Tenant shall pay Tenant’s Operating Expense Share for each such calendar year pursuant to the following provisions: (1) For each calendar month occurring during any such calendar year, Tenant, on the first (1st) day of such calendar month, shall make a payment on account of Tenant’s Operating Expense Share equal to one-twelfth (1/12th) of Landlord’s good-faith estimate of Tenant’s Operating Expense Share for such calendar year as shown on the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”). However, (A) Landlord, by notice to Tenant, may, at any time and from time to time during any calendar year, reduce the amount of the Monthly Estimated OE Payment for such calendar year, and (B) for the balance of the first calendar year occurring within the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments shall be in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for any calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments shall be made only for calendar months during such calendar year occurring within the Term. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________

Operating Expenses. (a) For each calendar year occurring during The parties intend that, subject only to the Termspecific exceptions set forth herein, this Lease be absolutely net to Landlord. Accordingly, in addition to Base Rent and subject to the provisions of this Section, Tenant shall pay to Landlordpay, as Additional Rent, an amount equal Tenant’s Share of Operating Expenses incurred by Landlord during each calendar year of the Term, pursuant to the following terms and conditions: (a) Landlord shall provide to Tenant’s Occupancy Percentage of the Operating Expenses for such calendar year as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”). However, (i) for the first calendar year occurring within the Term (i.e., the calendar year commencing on January 1, 2004 and ending on December 31, 2004), Operating Expenses shall be deemed to consist only of amounts paid at or incurred on, or subsequent to, before the Commencement Date, and (ii) a good faith estimate of Tenant’s Share of Operating Expenses that Landlord anticipates will actually be incurred for any the calendar year in which ends later than the last Commencement Date occurs. Landlord shall also provide to Tenant, as soon as possible following the first day of the Termeach succeeding calendar year, the a good faith estimate of Tenant’s Share of Operating Expense Share shall be prorated Expenses with respect to correspond to that portion of such succeeding calendar year occurring within of the Term. (b) Tenant shall pay Tenant’s Operating Expense Share for each such calendar year pursuant to the following provisions: (1) For each calendar month occurring during any such calendar year, Tenant, on the first (1st) day of such calendar month, shall make a payment on account of Tenant’s Operating Expense Share equal to one-twelfth (1/12th) of Landlord’s good-faith Each annual estimate of Tenant’s Share of Operating Expense Expenses determined by Landlord pursuant to this Section shall be divided into twelve (12) equal monthly installments. Tenant shall pay to Landlord such monthly installment of Tenant’s Share of Operating Expenses with each monthly payment of Base Rent. In the event the estimated amount of Tenant’s Share of Operating Expenses has not yet been determined for such any calendar year, Tenant shall pay the monthly installment in the estimated amount determined for the preceding calendar year as shown on until the Final Budget estimate for the current calendar year has been provided to Tenant, at which time Tenant shall pay any shortfall for the preceding months of the calendar year and shall thereafter make the monthly installment payment in accordance with the current estimate. (c) Within sixty (60) days following the end of each calendar year of the Term, and within sixty (60) days following the Expiration Date, Landlord shall determine and provide to Tenant a statement setting forth the amount of Operating Expenses actually incurred with respect to such calendar year (such payments on account being herein called or portion of the “Monthly Estimated OE Payments”calendar year occurring prior to the Expiration Date). However, (A) Landlord, by notice to In the event that Tenant, may, at any time and from time to time during any calendar year, reduce ’s Share of such actual Operating Expenses exceeds the amount sum of the Monthly Estimated OE Payment monthly installments actually paid by Tenant for such calendar year, and Tenant shall pay the difference to Landlord, within thirty (B30) days following receipt of such statement. In the event the sum of such installments exceeds Tenant’s Share of such Operating Expenses actually incurred, the difference shall be applied as a credit to future installments of Tenant’s Share of Operating Expenses, except that the amount of any overpayment for the balance that portion of the first calendar year occurring within preceding the Term (i.e., the period commencing on the Commencement Expiration Date and ending on December 31, 2004), the Monthly Estimated OE Payments shall be in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for any calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments shall be made only for calendar months during delivered to Tenant along with such calendar year occurring within the Termstatement. (2d) Any overpayment or underpayment Upon written request of Tenant’s , Landlord shall provide an accounting of the Operating Expense Share Expenses for any the preceding calendar year based on year. Landlord shall keep at its home office in the Monthly Estimated OE Payments on County of San Diego, full, accurate and separate books of account thereof shall be reconciled with backup documentation of Operating Expenses for a period of three full years after the end of each calendar year, which Tenant shall have the right to examine and copy at no expense to Landlord, at reasonable times and upon reasonable notice. Tenant shall have the right, upon twenty (20) days’ prior notice to Landlord, not more frequently than annually and at Tenant’s sole cost and expense, to conduct an audit of Landlord’s books and records regarding such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________Operating Expenses to confirm the accuracy of Landlord’s accounting; provided, however, that such audit shall not unreasonably interfere with the conduct of Landlord’s business.

Operating Expenses. (a) For each calendar year occurring during or portion thereof commencing January 1, 1997 and through the remainder of the Term, Tenant shall pay to Landlordpay, as Additional Rent, Tenant's Pro Rata Share of all increases in annual Operating Expenses, above and beyond the Operating Expenses of calendar year 1996 which year shall serve as the base for calculating Operating Expense increases, for the calendar year (or portion thereof) in question, which Additional Rent shall be due and payable within ten (10) days after Landlord's invoice therefor, accompanied by the statement described below. Landlord, at its option, may require Tenant to pay monthly, in advance, together with the payment of Base Rent, an amount equal to (i) Landlord's reasonable estimate of Tenant’s Occupancy Percentage 's Pro Rata Share of the increases in Operating Expenses for the current calendar year (which estimate may be revised by Landlord from time to time), less the amount of any increases in Operating Expenses previously paid by Tenant for such calendar year, divided by (ii) the number of months remaining in such calendar year as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”). However, (i) for the first calendar year occurring within the Term (i.e., the calendar year commencing on January 1, 2004 and ending on December 31, 2004), Operating Expenses shall be deemed to consist only of amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later than the last day of the Term, the date Landlord's estimate (or any revision thereof) is given to Tenant’s Operating Expense Share shall be prorated to correspond to that portion of such calendar year occurring within the Term. (b) Tenant shall pay Tenant’s Operating Expense Share for each such calendar year pursuant to the following provisions: Within one hundred fifty (1150) For each calendar month occurring during any such calendar year, Tenant, on the first (1st) day of such calendar month, shall make a payment on account of Tenant’s Operating Expense Share equal to one-twelfth (1/12th) of Landlord’s good-faith estimate of Tenant’s Operating Expense Share for such calendar year as shown on the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”). However, (A) Landlord, by notice to Tenant, may, at any time and from time to time during any calendar year, reduce the amount of the Monthly Estimated OE Payment for such calendar year, and (B) for the balance of the first calendar year occurring within the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments shall be in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for any calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments shall be made only for calendar months during such calendar year occurring within the Term. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled days after the end of such each calendar year (or as provided soon thereafter as is practicable for Landlord), Landlord will provide Tenant with a statement in Section 2.2(freasonable detail of the Operating Expenses payable by Tenant for such previous calendar year (with credit to Tenant for any monthly estimated payments paid by Tenant). ________________________________________________________________________________________________________________________Tenant may audit a Landlord's Operating Expenses once each year at Tenant's sole expense. If the total payments made by Tenant exceed Tenant's Pro Rata Share of the actual increases in Operating Expenses, such excess will be credited to the next monthly installments due from Tenant. If Tenant's Pro Rata Share of the actual increases in Operating Expenses exceeds the payments actually made by Tenant, Tenant shall pay such deficiency, within ten (10) days after Landlord's delivery of the statement. Tenant's obligation to pay any deficiency and Landlord's obligation to refund any surplus shall survive the expiration of this Lease.

Operating Expenses. Tenant shall pay Tenant’s Pro Rata Share of the amount, if any, by which Operating Expenses (adefined in Section 4.D) For for each calendar year occurring during the TermTerm (the “Operating Expenses”). On or about January 1 of each calendar year, Landlord shall provide Tenant shall pay to Landlord, as Additional Rent, an amount equal to Tenant’s Occupancy Percentage with a good faith estimate of the Operating Expenses for such calendar year as hereinafter provided (during the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”)Term. However, (i) for On or before the first calendar year occurring within the Term (i.e., the calendar year commencing on January 1, 2004 and ending on December 31, 2004), Operating Expenses shall be deemed to consist only of amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later than the last day of the Termeach month, the Tenant’s Operating Expense Share shall be prorated to correspond to that portion of such calendar year occurring within the Term. (b) Tenant shall pay Tenant’s Operating Expense Share for each such calendar year pursuant to the following provisions: (1) For each calendar month occurring during any such calendar year, Tenant, on the first (1st) day of such calendar month, shall make Landlord a payment on account of Tenant’s Operating Expense Share monthly installment equal to one-twelfth (1/12th) of Tenant’s Pro Rata Share of Landlord’s good-estimate of the Operating Expenses. If Landlord determines that its good faith estimate of Tenantthe Operating Expenses was incorrect, Landlord may provide Tenant with a revised estimate. After its receipt of the revised estimate, T▇▇▇▇▇’s monthly payments shall be based upon the revised estimate. If Landlord does not provide Tenant with an estimate of the Operating Expense Share for such calendar year as shown on the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”). However, (A) Landlord, Expenses by notice to Tenant, may, at any time and from time to time during any January 1 of a calendar year, reduce Tenant shall continue to pay monthly installments based on the most recent estimate(s) until Landlord provides Tenant with the new estimate. Upon delivery of the new estimate, an adjustment shall be made for any month for which Tenant paid monthly installments based on the same year’s prior incorrect estimate(s). Tenant shall pay Landlord the amount of the Monthly Estimated OE Payment for such calendar year, and (B) for the balance any underpayment within 30 days after receipt of the first calendar year occurring within the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments new estimate. Any overpayment shall be in credited against the amount set forth on Exhibit C heretonext sums due and owing by T▇▇▇▇▇ or, and shall be payable only on the first (1st) day if no further Rent is due, refunded directly to Tenant within 60 days of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) determination. The obligation of Tenant to pay for any calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments shall be made only for calendar months during such calendar year occurring within the Term. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year Expenses as provided in Section 2.2(f). ________________________________________________________________________________________________________________________herein shall survive the expiration or earlier termination of this Lease.

Operating Expenses. (a) For each In the event Lessor's operating expenses for the building and/or project of which the leased premises are a part shall, in any calendar year occurring during the Termterm of this Lease, Tenant shall exceed the sum of 1997 BASE YEAR per square foot, Lessee agrees to pay to Landlord, as Additional Rent, an amount equal to Tenant’s Occupancy Percentage additional rent Lessee's pro rata share of the Operating Expenses for such calendar year as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”)excess operating expenses. However, notwithstanding any provision to the contrary in this Lease, Lessee's prorata share of such operating expenses other than taxes, insurance and utilities shall not increase by more than seven percent (i7%) per year over the base year during the term of the Lease or any renewal thereof. Lessor may invoice Lessee monthly for Lessee's pro rata share of the estimated operating expenses for each calendar year, which amount shall be adjusted each year based upon anticipated operating expenses. Within three months following the close of each calendar year, Lessor shall provide Lessee an accounting showing in reasonable detail all computations of additional rent due under this section. In the event the accounting show that the total of the monthly payments made by Lessee exceeds the amount of additional rent due by Lessee under this section, the accounting shall be accompanied by a refund. In the event the accounting shows that the total of the monthly payments made by Lessee is less than the amount of additional rent due by Lessee under this section, the account shall be accompanied by an invoice for the first calendar additional rent. Notwithstanding any other provision in this Lease, during the year occurring within in which the Term (i.e.Lease terminates, Lessor, prior to the calendar year commencing termination date, shall have the option to invoice Lessee for Lessee's pro rata share of the excess operating expenses based upon the previous year's operating expenses. If this Lease shall terminate on January 1, 2004 and ending on December 31, 2004), Operating Expenses shall be deemed to consist only of amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later a day other than the last day of the Terma calendar year, the Tenant’s Operating Expense Share amount of any additional rent payable by Lessee applicable to the year in which such termination shall occur shall be prorated to correspond to on the ratio that portion the number of such days from the commencement of the calendar year occurring within to and including their termination date bears to 365. Lessee shall have the Term. (b) Tenant shall pay Tenant’s Operating Expense Share for each such calendar year pursuant right at its own expense and during normal business hours, to audit and photocopy Lessor's books relevant to the additional rent payable under this section. Lessee agrees to pay any additional rent due under this section within ten days following provisions: (1) For each calendar month occurring during any such calendar year, Tenant, on the first (1st) day of such calendar month, shall make a payment on account of Tenant’s Operating Expense Share equal to one-twelfth (1/12th) of Landlord’s good-faith estimate of Tenant’s Operating Expense Share for such calendar year as shown on the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”). However, (A) Landlord, by notice to Tenant, may, at any time and from time to time during any calendar year, reduce the amount receipt of the Monthly Estimated OE Payment for such calendar year, and (B) for the balance of the first calendar year occurring within the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments shall be in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for any calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments shall be made only for calendar months during such calendar year occurring within the Terminvoice or accounting showing additional rent due. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________

Operating Expenses. If Lessor's Operating Expenses for the Building divided by the net rentable area in the Building, which is hereby stipulated to be 329,178 square feet ("Lessor's Operating Expenses per square foot"), in any calendar year during the term of this Lease exceed the operating Expense Base, Lessee agrees to pay as additional monthly rent Lessee's share of such excess Operating Expenses. The term "Lessee's share of such excess Operating Expenses" means (a) For the amount by which Lessor's Operating Expenses per square foot exceed the Operating Expense Base, multiplied by (b) the number of net rentable square feet in the building comprising the Leased Premises, which is hereby stipulated to be 53,232 square feet. Lessor may invoice Lessee monthly for Lessee's share of the estimated excess operating expenses for each calendar year, which amount shall be adjusted each year occurring based upon anticipated excess operating expenses. Within one-hundred twenty (120) days following the close of each calendar year, Lessor shall provide Lessee an accounting showing in reasonable detail all computations of additional rent due under this section. Failure of Lessor to give Lessee said notice within said time period shall not be a waiver of Lessor's right to collect said additional rent. If the accounting shows that the total of the monthly payments made by Lessee exceeds the amount of the additional rent due by Lessee under this section, the accounting shall be accompanied by a refund. If the accounting shows that the total of the monthly payments made by Lessee is less than the amount of additional rent due by Lessee under this section, the accounting shall be accompanied by an invoice for the additional rent. Notwithstanding any other provisions in this Lease, during the Termyear in which the Lease terminates, Tenant Lessor, within one (1) year following the termination date, shall pay have the option to Landlord, as Additional Rent, an amount equal to Tenant’s Occupancy Percentage invoice Lessee for Lessee's share of the Operating Expenses for such calendar year as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”). However, (i) excess operating expenses for the first calendar year occurring within the Term (i.e., the calendar year commencing of termination. If this Lease shall commence or terminate on January 1, 2004 and ending on December 31, 2004), Operating Expenses shall be deemed to consist only of amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later a day other than the last day of the Terma calendar year, the Tenant’s Operating Expense Share amount of any additional rent payable by Lessee applicable to the year in which such commencement or termination shall occur shall be prorated on the ratio that the number of days from the commencement date to correspond to that portion the end of such the calendar year occurring within or from the Term. (b) Tenant shall pay Tenant’s Operating Expense Share for each such commencement of the calendar year pursuant to and including the termination date, as applicable, bears to 365. Lessee shall have the right at its own expense and within a reasonable time, to audit during Lessor's regular business hours Lessor's books relevant to the following provisions: additional rent payable under this Section. In addition, if Lessee's audit reveals an overcharge of more than five percent (1) For each calendar month occurring during any such calendar year, Tenant, on the first (1st) day of such calendar month, shall make a payment on account of Tenant’s Operating Expense Share equal to one-twelfth (1/12th5%) of Landlord’s goodLessee's share of the excess Operating Expenses, then Lessor shall on demand pay the reasonable costs of the audit. Notwithstanding anything to the contrary contained in this Lease, if the Building is not occupied to the extent of ninety-faith estimate five percent (95%) of Tenant’s Operating Expense Share for such calendar year as shown on the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”). Howeverrentable area thereof, (A) Landlord, by notice to Tenant, may, at any time and from time to time during any calendar year, reduce Lessee's additional rent under this Section and the amount operating expenses shall be determined as if the Building had been occupied to the extent of ninety-five percent (95%) of the Monthly Estimated OE Payment for rentable area during such calendar year, and . Lessee agrees to pay any additional rent due under this Section within thirty (B30) for the balance days following receipt of the first calendar year occurring within the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments shall be in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for any calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments shall be made only for calendar months during such calendar year occurring within the Terminvoice or accounting showing additional rent due. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________

Operating Expenses. 2.3.1.1 Tenant shall pay an amount (aper each rentable square foot in the Premises) For each equal to the excess (“Excess”) from time to time of actual Operating Expenses per rentable square foot in the Building over the respective expense stops for Real Property Taxes, Utilities, and Common Area Expenses (collectively the “Expense Stops”) as defined hereafter: Real Property Taxes: Greater of $2.25 per rentable square foot or the actual taxes for 2003 as finally determined. Utilities: $2.40 per rentable square foot Common Area Expenses: Actual Common Area Expenses in calendar year occurring 2003 Landlord may collect such amount in a lump sum, to be due within 30 days after Landlord furnishes to Tenant the Annual Cost Statement. Alternatively, Landlord may make a good faith estimate of the Excess to be due by Tenant for any calendar year or part thereof during the Term, and, unless Landlord delivers to Tenant a revision of the estimated Excess, Tenant shall pay to Landlord, as Additional Renton the Commencement Date and on the first day of each calendar month thereafter, an amount equal to Tenant’s Occupancy Percentage of the Operating Expenses estimated Excess for such calendar year as hereinafter provided (or part thereof divided by the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”). However, (i) for the first calendar year occurring within the Term (i.e., the calendar year commencing on January 1, 2004 and ending on December 31, 2004), Operating Expenses shall be deemed to consist only number of amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later than the last day of the Term, the Tenant’s Operating Expense Share shall be prorated to correspond to that portion of months in such calendar year occurring within during the Term. (b) Tenant shall pay Tenant’s Operating Expense Share for each such calendar year pursuant to the following provisions: (1) For each calendar month occurring during any such calendar year, Tenant, on the first (1st) day of such calendar month, shall make a payment on account of Tenant’s Operating Expense Share equal to one-twelfth (1/12th) of Landlord’s good-faith estimate of Tenant’s Operating Expense Share for such calendar year as shown on the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”). However, (A) Landlord, by notice to Tenant, may, at any time and from From time to time during any calendar year, reduce Landlord may estimate and re-estimate the amount Excess to be due by Tenant for that calendar year and deliver a copy of the Monthly Estimated OE Payment for such calendar year, and (B) for the balance of the first calendar year occurring within the Term (i.e.estimate or re-estimate to Tenant. Thereafter, the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments monthly installments of Excess payable by Tenant shall be appropriately adjusted in accordance with the amount set forth on Exhibit C heretoestimations so that, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for any calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments shall be made only for calendar months during such calendar year occurring within the Term. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after by the end of such the calendar year in question, Tenant shall have paid all of the Excess as provided in estimated by Landlord. Any amounts paid based on such an estimate shall be subject to adjustment pursuant to Section 2.2(f). ________________________________________________________________________________________________________________________2.3.1.4 of this Lease when actual Operating Expenses are available for each year.

Operating Expenses. (a) For each calendar year occurring during the Term, Tenant Lessee shall pay to LandlordLessor any increase in the Operating Expenses above the Base Year Operating Expenses incurred in subsequent calendar years of the term as additional Rent. Lessor will notify Lessee of any increase in actual Operating Expenses above the Base Year Operating Expenses, as Additional Renttogether with a detailed written explanation of the increase, after the conclusion of the calendar year in which such Operating Expenses were incurred. Within thirty (30) days after receipt of such notice, Lessee will pay the increased amount to Lessor, subject to Lessee's right of audit set forth below. If Lessor projects Operating Expenses for any coming calendar year after 1997 to be in excess of the Base Year Operating Expenses, Lessor may notify Lessee of its projections, with a detailed explanation of the increase, and Lessee will pay the estimated projected excess in advance in equal monthly installments. If Lessor exercises its right to project estimated Operating Expense increases over the Base Year Operating Expenses and collect for such projected increases over the calendar year in which the expenses are incurred, Lessor shall provide Lessee with a detailed written statement of the actual Operating Expenses paid for such year, within sixty (60) days of the end of the such year. Any overpayment by Lessee based on the projections will be credited to Lessee's account for the coming year or if paid during the last year of the Lease term, refunded upon termination of this Lease. Lessee shall have the right to conduct an amount equal audit of Operating Expenses pertaining to Tenant’s Occupancy Percentage a particular calendar year at any time until the 90th day following Lessee's receipt of a written statement from Landlord setting forth the actual Operating Expenses incurred or paid for such calendar year. Lessee shall give Lessor ten (10) days prior written notice to conduct an audit of the Operating Expenses for Expenses. If the results of such calendar year as hereinafter provided (audit show that the Lessee's charges have been overstated, Lessor shall refund immediately any balance due Lessee and, if the audit determines that the amount so payable charged to Lessee was overstated by Tenant being herein called “Tenant’s Operating Expense Share”). Howeverthree percent (3%) or more, (i) Lessor shall reimburse Lessee for the first cost of the audit. If the term hereunder does not terminate on the last day of a calendar year occurring within the Term (i.e.year, the calendar year commencing on January 1, 2004 and ending on December 31, 2004), Operating Expenses shall be deemed to consist only of amounts paid or incurred on, or subsequent to, pro rated based upon Lessee's occupancy during the Commencement Date, and (ii) for any final calendar year which ends later than the last day on a per diem basis. It is acknowledged and agreed that if Lessee files a timely objection to any excess in Operating Expenses as a result of the Terman audit, the Tenant’s Operating Expense Share Lessee shall be prorated to correspond to that portion of such calendar year occurring within the Term. (b) Tenant shall pay Tenant’s Operating Expense Share for each such calendar year pursuant to the following provisions: (1) For each calendar month occurring during any such calendar year, Tenant, on the first (1st) day of such calendar month, shall make a payment on account of Tenant’s Operating Expense Share equal to one-twelfth (1/12th) of Landlord’s good-faith estimate of Tenant’s Operating Expense Share for such calendar year as shown on the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”). However, (A) Landlord, by notice to Tenant, may, at any time and from time to time during any calendar year, reduce the amount of the Monthly Estimated OE Payment for such calendar year, and (B) for the balance of the first calendar year occurring within the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments shall not be in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) default hereunder for any calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments shall be made only for calendar months during failure to pay such calendar year occurring within the Termexcess. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________

Operating Expenses. (a) For each calendar a. Tenant shall pay for Tenant’s Share of the Annual Operating Expenses as additional Rent, which Landlord may require Tenant to pay in advance, in monthly installments as part of the Monthly Rent, by estimating the Annual Operating Expenses. The initial estimate is set out above in Section 1. Landlord may reasonably adjust the estimated Annual Operating Expenses from time to time if the actual Operating Expenses do or are expected to increase or decrease, and may also invoice Tenant separately from time to time for any extraordinary or unanticipated Operating Expenses. b. By January 31st of any year, Tenant may request a statement of Operating Expenses for the preceding year occurring during or part of a year which Landlord shall then produce by March 31st of such year. Within 30 days after delivery of the Termstatement to Tenant, Landlord or Tenant shall pay to the other the amount of any overpayment or deficiency then due from one to the other or, at Landlord’s option, as Additional Rent, an amount equal to Landlord may credit Tenant’s Occupancy Percentage of account for any overpayment. If Tenant does not give Landlord notice within 30 days after receiving Landlord’s statement that Tenant disagrees with the Operating Expenses for such calendar year as hereinafter provided (statement and specifying the amount so payable by items and amounts in dispute, Tenant being herein called “Tenant’s Operating Expense Share”). However, (i) for the first calendar year occurring within the Term (i.e., the calendar year commencing on January 1, 2004 and ending on December 31, 2004), Operating Expenses shall be deemed to consist only of amounts paid or incurred on, or subsequent to, agree with the Commencement Date, statement and (ii) for any calendar year which ends later than have waived the last day of the Term, the right to contest same. Landlord’s and Tenant’s Operating Expense Share obligation to pay any overpayment or deficiency due the other pursuant to this Section shall be prorated to correspond to that portion survive the expiration or termination of such calendar year occurring within the Termthis Lease. (b) Tenant shall pay Tenant’s Operating Expense Share for each such calendar year pursuant c. Notwithstanding any other provision of this Lease to the following provisions: (1) For each calendar month occurring during any such calendar yearcontrary, Tenant, on the first (1st) day of such calendar month, shall make a payment on account of Tenant’s Operating Expense Share equal to one-twelfth (1/12th) of Landlord’s good-faith estimate of Tenant’s Operating Expense Share for such calendar year as shown on the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”). However, (A) Landlord, by notice to Tenant, Landlord may, at any time and in its sole reasonable discretion, determine from time to time during any calendar yearthe method of computing and allocating Operating Expenses among Property occupants in such a manner that Landlord reasonably determines to be fair. Circumstances that may cause such a determination include, reduce without limitation, instances in which Operating Expenses disproportionately affect or are disproportionately attributable to the amount Premises versus other parts of the Monthly Estimated OE Payment for such calendar yearProperty, and in such cases the Operating Expenses assessed to Tenant may exceed Tenant’s Share (B) for or fall short thereof, as the balance case may be). Without limiting the foregoing, examples of such situations may include instances in which Landlord’s insurance or the tax on the Property is increased due to Tenant’s use, Alterations, or occupancy of the first calendar year occurring within the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments shall be in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for any calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments shall be made only for calendar months during such calendar year occurring within the TermPremises. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________

Operating Expenses. (a) For each calendar year occurring during the TermCommencing on January 1, 2022, Tenant shall pay to Landlord, as Additional Rent, an amount equal to TenantLandlord T▇▇▇▇▇’s Occupancy Percentage Share of Operating Expenses in excess of the Operating Expenses for such calendar year as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”)Base Year. However, (i) for the first calendar year occurring within the Term (i.e., the calendar year commencing on January 1, 2004 and ending on December 31, 2004), Operating Expenses shall be deemed grossed up to consist only of reflect a 95% occupied building. Landlord may reasonably and in good faith adjust such amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later than the last day of the Term, the Tenant’s Operating Expense Share shall be prorated to correspond to that portion of such calendar year occurring within the Term. (b) Tenant shall pay Tenant’s Operating Expense Share for each such calendar year pursuant to the following provisions: (1) For each calendar month occurring during any such calendar year, Tenant, on the first (1st) day of such calendar month, shall make a payment on account of Tenant’s Operating Expense Share equal to one-twelfth (1/12th) of Landlord’s good-faith estimate of Tenant’s Operating Expense Share for such calendar year as shown on the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”). However, (A) Landlord, by notice to Tenant, may, at any time and from time to time during if the estimated Annual Operating Expenses increases or decreases. Landlord may also invoice Tenant separately from time to time for T▇▇▇▇▇’s Share of any extraordinary or unanticipated Operating Expenses in excess of the Operating Expenses for the Base Year, provided that Landlord shall provide at least 30 days prior written notice to Tenant of the amount and reason for such separate invoice. Landlord shall maintain books and records of all Operating Expenses. Landlord shall provide Tenant with a reasonably detailed written statement of Operating Expenses for the preceding calendar yearyear or part thereof. Within 10 days after delivery of the statement to Tenant, reduce Landlord or Tenant shall pay to the other the amount of any overpayment or deficiency then due from one to the Monthly Estimated OE Payment other or, at Landlord’s or Tenant’s option, Landlord shall credit T▇▇▇▇▇’s account for any overpayment. If Tenant does not give Landlord notice within 60 days after T▇▇▇▇▇’s receipt of Landlord’s statement, Tenant shall be deemed to have waived the right to contest the statement. During such calendar year60 day period Tenant shall be entitled, during regular business hours, after giving to Landlord at least 5 business days prior written notice, to inspect in Landlord’s business office, all Landlord’s records necessary to satisfy itself that all charges set forth in the statement have been correctly allocated to Tenant, provided, however, that Tenant shall make all payments of additional rent without delay, and (B) that Tenant’s obligation to pay such additional rent shall not be contingent on any such right. If Operating Expenses for the balance of the first calendar year occurring within the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments shall in question are determined to be overstated by more than 5% in the amount set forth on Exhibit C heretoaggregate, Landlord shall reimburse Tenant for all reasonable third-party costs incurred related to the inspection or audit (but in no event to exceed the sum of $2,000). If the inspection or audit determines an expense or cost that should not be included in Operating Expenses, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occursLandlord reasonably agrees with such determination, and (C) for any calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments an adjustment shall be made only to both the year subject to the inspection or audit, and the Base Year, if applicable, so costs and expenses for calendar months during such calendar each year occurring within the Term. (2) Any are consistently applied. L▇▇▇▇▇▇▇’s and T▇▇▇▇▇’s rights and obligations to pay any overpayment or underpayment deficiency due the other pursuant to this Section 6 shall survive the expiration or termination of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________this Lease.

Operating Expenses. (a) For each calendar year occurring during the Term, Tenant shall pay to Landlord, as Additional Rent, an amount equal to Landlord Tenant’s Occupancy Percentage Proportionate Share of all of the Operating Expenses for such calendar year (as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”). However, (idefined) for the first calendar year occurring within the Term (i.e., the calendar year commencing on January 1, 2004 and ending on December 31, 2004), Operating Expenses shall be deemed to consist only of amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later than the last day of the Term, the Tenant’s Operating Expense Share shall be prorated to correspond to that portion of such calendar year occurring within the Term. (b) Property. Tenant shall pay Tenant’s Operating Expense Share for each make such calendar year pursuant to the following provisions: (1) For each calendar month occurring during any such calendar year, Tenant, payments in equal monthly installments on the first (1st) day of such calendar month, shall make a payment on account of Tenant’s Operating Expense Share equal to one-twelfth (1/12th) of Landlord’s good-faith estimate of Tenant’s Operating Expense Share for such calendar year as shown on the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”). However, (A) Landlord, by notice to Tenant, may, at any time and from time to time during any calendar year, reduce the amount of the Monthly Estimated OE Payment for such calendar year, and (B) for the balance of the first calendar year occurring within the Term (i.e., the period each month commencing on the Commencement Date. This amount shall be prorated for any partial month, from the Commencement Date and ending on December 31, 2004), continuing throughout the Monthly Estimated OE Payments shall be in the amount set forth on Exhibit C hereto, and shall be payable only Term on the first (1st) day of each calendar month occurring after during the calendar month in which Term, as Additional Rent, without notice, demand or setoff. The amount of the Commencement Date occurs, and (C) for any Operating Expenses represents Tenant’s Proportionate Share of the estimated Operating Expenses during each calendar year which ends later than on an annualized basis. Landlord anticipates that Tenant’s Proportionate Share of Operating Expenses shall be $2.25 per square foot of the last day Premises due the first calendar year of the Term. From time to time Landlord may adjust such estimated amount if the estimated Operating Expenses increase. By April 30th of each year (and as soon as practical after the expiration or termination of this Lease in the event of a sale of the Property), Landlord shall endeavor to provide Tenant with a statement of the Monthly Estimated OE Payments shall be made only actual amount of such Operating Expenses for calendar months during such the preceding calendar year occurring or part thereof and Tenant’s Proportionate Share thereof (the “O perating E xpense Statement”). Landlord or Tenant shall pay to the other the amount of any deficiency or overpayment then due from one to the other within the Term. thirty (230) Any overpayment or underpayment days of Tenant’s receipt of the Operating Expense Share Statement or, at Landlord’s option, Landlord may credit Tenant’s account for any overpayment. Tenant’s obligation to pay the Operating Expenses pursuant to this Section shall survive the expiration or termination of this Lease. Tenant (or a certified public accountant paid by Tenant but not paid on a contingency basis in whole or in part) shall have the right, but not more than once within any calendar year based on the Monthly Estimated OE Payments on account thereof year, to examine Landlord's books and records with regard to Operating Expenses, within thirty (30) days after Landlord submits its year-end statement. Tenant's right of examination shall be reconciled exercised during reasonable business hours at Landlord's principal office on at least ten (10) business days' notice to Landlord given within thirty (30) days after Landlord submits its year-end statement. As a condition precedent to Tenant's right to audit, Tenant must pay to Landlord all amounts shown as due in the year-end statement. Tenant shall provide Landlord with a copy of the auditors report within ten (10) days after the end audit. If the results of such calendar year as Tenant's audit show that Tenant has overpaid Operating Expenses, provided Tenant is not in Section 2.2(f)default in payment Operating Expenses and all other Rent then due under this Lease, the excess will be refunded by Landlord within thirty (30) days after receipt of Tenant's notice specifying the amounts due, unless Landlord in good faith disputes Tenant's finding. ________________________________________________________________________________________________________________________Nothing contained herein shall permit Tenant any right of deduction or set-off. Tenant covenants and agrees that all information obtained from its examination and any agreements with Landlord in connection therewith shall be held in strict confidence by Tenant, its officers, agents, employees and auditors and that no information shall be disclosed to any other parties, including without limitation, other tenants in the Building.

Operating Expenses. (a) For Tenant shall also pay as additional rent Tenant's pro rata share of the operating expenses of Landlord for the Building. Landlord may invoice Tenant monthly for Tenant's pro rata share of the estimated operating expenses for each calendar year occurring year, which amount shall be adjusted from time-to-time by Landlord based upon anticipated operating expenses. Within six (6) months following the close of each calendar year, Landlord shall provide Tenant an accounting showing in reasonable detail the computations of additional rent due under this Section. In the event the accounting shows that the total of the monthly payments made by Tenant exceeds the amount of additional rent due by Tenant under this Section, the accounting shall be accompanied by evidence of a credit to Tenant's account. In any event the accounting shows that the total of the monthly payments made by Tenant is less than the amount of additional rent due by Tenant under this Section, the accounting shall be accompanied by an invoice for the additional rent. Notwithstanding any other provisions in this Lease, during the Termyear in which this Lease terminates, Tenant shall pay to Landlord, as Additional Rentprior to the termination date, an amount equal shall have the option to invoice Tenant for Tenant’s Occupancy Percentage 's pro rata share of the Operating Expenses for such calendar year as hereinafter provided (operating expenses based upon the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”)previous year's operating expenses. However, (i) for the first calendar year occurring within the Term (i.e., the calendar year commencing If this Lease shall terminate on January 1, 2004 and ending on December 31, 2004), Operating Expenses shall be deemed to consist only of amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later a day other than the last day of the Terma calendar year, the Tenant’s Operating Expense Share amount of any additional rent payable by Tenant applicable to the year in which the termination shall occur shall be prorated to correspond to on the ratio that portion the number of such days from the commencement of the calendar year occurring to and including such termination date bears to 365. Tenant agrees to pay any additional rent due under this Section within ten (10) days following receipt of the Term. (b) Tenant shall pay invoice or accounting showing additional rent due. Tenant’s Operating Expense Share for each such calendar year pursuant 's pro rata share set forth in Section 1.7 shall, subject to the following provisions: (1) For each calendar month occurring during any such calendar yearreasonable adjustment by Landlord, Tenant, on the first (1st) day of such calendar month, shall make a payment on account of Tenant’s Operating Expense Share be equal to one-twelfth (1/12th) a percentage based upon a fraction, the numerator of Landlord’s good-faith estimate which is the area of Tenant’s Operating Expense Share for such calendar year the Premises as shown on set forth in Article 1 and the Final Budget for such calendar year (such payments on account being herein called denominator of which shall be the “Monthly Estimated OE Payments”). Howevernet rentable area of the Building, (A) Landlord, by notice to Tenant, may, at any time and as the same may change from time to time during any calendar year, reduce the amount of the Monthly Estimated OE Payment for such calendar year, and (B) for the balance of the first calendar year occurring within the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments shall be in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for any calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments shall be made only for calendar months during such calendar year occurring within the Termtime. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________

Operating Expenses. (a) For each calendar year occurring during the Term, Tenant shall also pay to Landlord, as Additional Rent, an amount equal to additional rent Tenant’s Occupancy Percentage Pro Rata Share of the Operating Expenses of Landlord for such the Building of which the Premises are a part. Landlord shall, on or before December 31st of each calendar year during the Term of this Lease, give Tenant an estimate of the Operating Expenses payable per square foot of rentable area for the next calendar year. Tenant shall pay, as hereinafter provided additional rent, along with its monthly Base Rent, one-twelfth (1/12) of such estimated Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s Pro Rata Share of the estimated Operating Expenses for each calendar year, which amount shall be adjusted from time-to-time by Landlord based upon anticipated Operating Expenses. Within four (4) months following the close of each calendar year, Landlord shall provide Tenant an accounting prepared in accordance with Generally Accepted Accounting Principals (GAAP) showing in reasonable detail all computations of additional rent due under this Section. In the event the accounting shows that the total of the monthly payments made by Tenant exceeds the amount so payable of additional rent due by Tenant being herein called “under this Section, the accounting shall be accompanied by evidence of a credit to Tenant’s Operating Expense Share”)account. HoweverIn the event the accounting shows that the total of the monthly payments made by Tenant is less than the amount of additional rent due by Tenant under this Section, (i) the accounting shall be accompanied by an invoice for the first calendar additional rent. Notwithstanding any other provision in this Lease, during the year occurring within in which this Lease terminates, Landlord, prior to the Term (i.e.termination date, shall have the calendar year commencing option to invoice Tenant for Tenant’s pro rata share of the operating expenses based upon the previous year’s operating expenses. If this Lease shall terminate on January 1, 2004 and ending on December 31, 2004), Operating Expenses shall be deemed to consist only of amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later a day other than the last day of the Terma calendar year, the Tenant’s Operating Expense Share amount of any additional rent payable by Tenant applicable to the year in which the termination shall occur shall be prorated to correspond to on the ratio that portion the number of such days from the commencement of the calendar year occurring to and including such termination date bears to 365. Tenant agrees to pay any additional rent due under this Section within thirty (30) days following receipt of the Term. (b) Tenant shall pay invoice or accounting showing additional rent due. Tenant’s Operating Expense Share for each such calendar year pursuant to the following provisions: (1) For each calendar month occurring during any such calendar year, Tenant, on the first (1st) day of such calendar month, pro rata share set forth in Section 1.9 shall make a payment on account of Tenant’s Operating Expense Share be equal to one-twelfth (1/12th) of Landlord’s good-faith estimate of Tenant’s Operating Expense Share for such calendar year as shown on the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”). However, (A) Landlord, by notice to Tenant, may, at any time and from time to time during any calendar year, reduce the amount of the Monthly Estimated OE Payment for such calendar year, and (B) for the balance of the first calendar year occurring within the Term (i.e.a percentage based upon a fraction, the period commencing on numerator of which is the Commencement Date rentable square feet of space in the Premises as set forth in Section 1.2 and ending on December 31, 2004), the Monthly Estimated OE Payments denominator of which shall be the rentable square feet of space in the amount Building as set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for any calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments shall be made only for calendar months during such calendar year occurring within the Term. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________1.2.

Operating Expenses. In the event that the total Operating Expenses (ahereinafter defined) For (commencing in calendar year of 2006) for any calendar year increase above the Operating Expenses for calendar year 2006 (hereinafter “Operating Expenses Base”). Tenant shall pay to Landlord, as additional rent hereunder, 25% of any share increase (hereinafter “Proportionate Share”). Landlord warrants that Tenant will occupy 25% of the total lease able space in the Property. Landlord shall deliver to Tenant approximately ninety (90) days after the close of each calendar year occurring during in which any portion of the Term may fall, an itemized statement setting forth: a.) The Operating Expenses for the preceding calendar year; b.) The total amount of Tenant’s Proportionate Share of any increase in the Operating Expenses for the preceding calendar year over the Operating Expenses Base; and c.) The balance, if any, due from or overpaid by Tenant for the preceding calendar year. Tenant shall pay to Landlord the balance due from Tenant within thirty (30) days of the receipt of each statement. In the event such statement shows an overpayment by Tenant, Landlord shall refund the amount of such overpayment to Tenant, provided Tenant is not then in default in the performance of any of its obligations under this Lease. In addition, on the first day of each month throughout the Term, Tenant shall pay to Landlord, as Additional Rent, an amount equal to Tenant’s Occupancy Percentage of the Operating Expenses for such calendar year as hereinafter provided (the amount so payable by Tenant being herein called “on account towards Tenant’s Operating Expense Share”). HoweverExpenses Base, (i) for the first calendar year occurring within the Term (i.e., the calendar year commencing on January 1, 2004 and ending on December 31, 2004), Operating Expenses shall be deemed to consist only of amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later than the last day of the Term, the Tenant’s Operating Expense Share shall be prorated to correspond to that portion of such calendar year occurring within the Term. (b) Tenant shall pay Tenant’s Operating Expense Share for each such calendar year pursuant to the following provisions: (1) For each calendar month occurring during any such calendar year, Tenant, on the first (1st) day of such calendar month, shall make a payment on account of Tenant’s Operating Expense Share equal to one-twelfth (1/12th) of Landlord’s good-faith estimate of the total amount reasonably estimated by Landlord to be Tenant’s Operating Expense Share share thereof for such the then current calendar year. Any payment due under this Article for any portion of a calendar year as shown on shall be appropriately prorated. Landlord shall have the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”). However, (A) Landlord, by notice to Tenant, may, at any time same rights and from time to time during any calendar year, reduce the amount of the Monthly Estimated OE Payment for such calendar year, and (B) remedies for the balance nonpayment by Tenant of any amounts due hereunder as Landlord has for the first calendar year occurring within the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments shall be in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day failure of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for any calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments shall be made only for calendar months during such calendar year occurring within the TermTenant to pay rent. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________

Operating Expenses. (a) For each calendar year occurring during In the Term, Tenant shall pay to Landlord, as Additional Rent, an amount equal to Tenant’s Occupancy Percentage of the Operating Expenses for such calendar year as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”). However, (i) event Lessor's operating expenses for the first calendar year occurring within building and/or project of which the Term (i.e.leased premises are a part shall, the calendar year commencing on January 1, 2004 and ending on December 31, 2004), Operating Expenses shall be deemed to consist only of amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for in any calendar year during the term of this Lease, exceed the sum of $1997 Base Year Operating Expenses, including taxes and insurance per square foot, taxes, and insurance. Lessee agrees to pay as additional rent lessee's pro rata share of such excess operating expenses. Lessee occupies 17,920 square feet of space in a project totaling 140,762 square feet (12.73%). Lessor may invoice Lessee monthly for Lessee's pro rata share of the estimated operating expenses for each calendar year, which ends later amount shall be adjusted each year based upon anticipated operating expenses. Within nine months following the close of each calendar year, Lessor shall provide Lessee an accounting showing in reasonable detail all computations of additional rent due under this section. In the event the accounting shows that the total of the monthly payments made by Lessee exceeds the amount of additional rent due by Lessee under this section, the accounting shall be accompanied by a refund. In the event the accounting shows that the total of the monthly payments made by Lessee is less than the amount of additional rent due by Lessee under this section, the account shall be accompanied by an invoice for the additional rent. Notwithstanding any other provision in this Lease, during the year in which the Lease terminates, Lessor, prior to the termination date, shall have the option to invoice Lessee for Lessee's pro rata share of the excess operating expenses based upon the previous year's operating expenses. If this Lease shall terminate on a day other than the last day of the Terma calendar year, the Tenant’s Operating Expense Share amount of any additional rent payable by Lessee applicable to the year in which such termination shall occur shall be prorated to correspond to on the ratio that portion the number of such days from the commencement of the calendar year occurring to and including the termination date bears to 365. Lessee shall have the right, at its own expense and within the Term. (b) Tenant shall pay Tenant’s Operating Expense Share for each such calendar year pursuant a reasonable time, to audit Lessor's books relevant to the additional rent payable under this section. Lessee agrees to pay any additional rent due under this section within ten days following provisions: (1) For each calendar month occurring during any such calendar year, Tenant, on the first (1st) day of such calendar month, shall make a payment on account of Tenant’s Operating Expense Share equal to one-twelfth (1/12th) of Landlord’s good-faith estimate of Tenant’s Operating Expense Share for such calendar year as shown on the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”). However, (A) Landlord, by notice to Tenant, may, at any time and from time to time during any calendar year, reduce the amount receipt of the Monthly Estimated OE Payment for such calendar year, and (B) for the balance of the first calendar year occurring within the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments shall be in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for any calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments shall be made only for calendar months during such calendar year occurring within the Terminvoice or accounting showing additional rent due. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________

Operating Expenses. (a) For each The amount of the Annual Operating Expenses set forth in Section 1 above represents Tenant's Share of the estimated Operating Expenses for the calendar year occurring during in which the TermTerm commences. Landlord may adjust such amount from time to time if the estimated Annual Operating Expenses increase or decrease; Landlord may also invoice Tenant separately from time to time for ▇▇▇▇▇▇'s Share of any extraordinary or unanticipated Operating Expenses. Each year (and as soon as practical after the expiration or termination of this Lease or, at Landlord's option, after a sale of the Property), Landlord shall provide Tenant with a statement of Operating Expenses ("Statement") for the preceding calendar year or part thereof. Within 30 days after delivery of the Statement to Tenant, Landlord or Tenant shall pay to the other the amount of any overpayment or deficiency then due from one to the other or, at Landlord's option, Landlord may credit ▇▇▇▇▇▇'s account for any overpayment. (b) If Tenant does not give Landlord notice within 120 days after receiving Landlord's Statement that Tenant desires to review Landlord’s books and records which are the basis for the Statement, Tenant shall be deemed to have waived the right to contest such Statement. If Tenant timely notifies Landlord that Tenant desires to review such books and records, Tenant shall, pending the resolution of such dispute, nonetheless pay all of Tenant's Share of the Annual Operating Expenses in accordance with the Statement furnished by Landlord. Tenant, at Tenant's expense (except as Additional Rentset forth below), may audit the Statement under the following conditions: (A) Tenant provides notice of its intent to audit within 120 days after receiving the Statement; (B) the audit is performed by Tenant or a certified public accountant that has not been retained on a contingency basis or other basis where its compensation relates to the cost savings of Tenant; (C) the audit is completed no later than 30 days after the date Landlord makes all of the necessary books and records available to Tenant or Tenant's auditor; (D) the audit must be conducted during normal business hours, at the location where Landlord maintains its books and records; (E) the contents of the books and records of Landlord shall be kept confidential by ▇▇▇▇▇▇, its auditor and its other 126390.00400/118481426v.4 04/15/2019 05:55 A4P4 professional advisors, other than as required by Laws; and (F) in the event that Tenant or its auditor determines that an overpayment is due Tenant, Tenant or Tenant's auditor shall produce a detailed report addressed to both Landlord and Tenant with its calculated conclusions within 30 days after the completion of the audit. Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant's audit. Upon the resolution of such dispute, any amount equal due Tenant (if any) shall be credited against future payments of Rent or, if no further Rent is due, pay such amount to Tenant within 30 days after the date of such resolution. Tenant shall be responsible for all costs, expenses and fees incurred in connection with its audit; provided, however, if the parties determine through Tenant’s Occupancy Percentage 's audit that Tenant has overpaid its Annual Operating Expenses or its utilities each by more than seven (7%), Landlord shall pay the reasonable third-party costs of such audit not to exceed $3,500.00. Landlord's and ▇▇▇▇▇▇'s obligation to pay any overpayment or deficiency due the other pursuant to this Section and Tenant's examination rights set forth in this subsection (b) shall survive the expiration or termination of this Lease. (c) Notwithstanding any other provision of this Lease to the contrary, Landlord may, in its reasonable discretion, equitably determine from time to time the method of computing and allocating Operating Expenses, including the method of allocating Operating Expenses to various types of space within the Building to reflect any disparate levels of services provided to different types of space. If the Building is not fully occupied during any period, Landlord may make a reasonable adjustment to those components of Operating Expenses which vary with variations in Building occupancy in computing the Operating Expenses for such calendar year as hereinafter provided (the amount period so payable by Tenant being herein called “Tenant’s Operating Expense Share”). However, (i) for the first calendar year occurring within the Term (i.e., the calendar year commencing on January 1, 2004 and ending on December 31, 2004), that Operating Expenses shall be deemed to consist only of amounts paid or incurred on, or subsequent to, are computed as though the Commencement Date, and (ii) for any calendar year which ends later than the last day of the Term, the Tenant’s Operating Expense Share shall be prorated to correspond to that portion of such calendar year occurring within the TermBuilding had been fully occupied. (b) Tenant shall pay Tenant’s Operating Expense Share for each such calendar year pursuant to the following provisions: (1) For each calendar month occurring during any such calendar year, Tenant, on the first (1st) day of such calendar month, shall make a payment on account of Tenant’s Operating Expense Share equal to one-twelfth (1/12th) of Landlord’s good-faith estimate of Tenant’s Operating Expense Share for such calendar year as shown on the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”). However, (A) Landlord, by notice to Tenant, may, at any time and from time to time during any calendar year, reduce the amount of the Monthly Estimated OE Payment for such calendar year, and (B) for the balance of the first calendar year occurring within the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments shall be in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for any calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments shall be made only for calendar months during such calendar year occurring within the Term. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________

Operating Expenses. (a) For Tenant shall also pay as additional rent Tenant's pro rata share of the operating expenses of Landlord for the Building. Landlord may invoice Tenant monthly for Tenant's pro rata share of the estimated operating expenses for each calendar year occurring during year, which amount shall be adjusted from time-to-time by Landlord based upon reasonably anticipated operating expenses. Within six (6) months following the Termclose of each calendar year, Landlord shall provide Tenant an accounting showing in reasonable detail the computations of additional rent due under this Section. In the event the accounting shows that the total of the monthly payments made by Tenant exceeds the amount of additional rent due by Tenant under this Section, the accounting shall pay to Landlord, as Additional Rent, an amount equal be accompanied by evidence of a credit to Tenant’s Occupancy Percentage 's account. In any event the accounting shows that the total of the Operating Expenses for such calendar year as hereinafter provided (monthly payments made by Tenant is less than the amount so payable of additional rent due by Tenant being herein called “Tenant’s Operating Expense Share”). Howeverunder this Section, (i) the accounting shall be accompanied by an invoice for the first calendar year occurring within the Term (i.e., the calendar year commencing additional rent. If this Lease shall terminate on January 1, 2004 and ending on December 31, 2004), Operating Expenses shall be deemed to consist only of amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later a day other than the last day of the Terma calendar year, the Tenant’s Operating Expense Share amount of any additional rent payable by Tenant applicable to the year in which the termination shall occur shall be prorated to correspond to on the ratio that portion the number of such days from the commencement of the calendar year occurring to and including such termination date bears to 365. Tenant agrees to pay any additional rent due under this Section within ten (10) days following receipt of the Term. (b) Tenant shall pay invoice or accounting showing additional rent due. Tenant’s Operating Expense Share for each such calendar year pursuant 's pro rata share set forth in Section 1.8 shall, subject to the following provisions: (1) For each calendar month occurring during any such calendar yearreasonable adjustment by Landlord, Tenant, on the first (1st) day of such calendar month, shall make a payment on account of Tenant’s Operating Expense Share be equal to one-twelfth (1/12th) a percentage based upon a fraction, the numerator of Landlord’s good-faith estimate which is the total area of Tenant’s Operating Expense Share for such calendar year the Premises as shown on set forth in Article 1 and the Final Budget for such calendar year (such payments on account being herein called denominator of which shall be the “Monthly Estimated OE Payments”). Howevernet rentable area of the Building, (A) Landlord, by notice to Tenant, may, at any time and as the same may change from time to time during any calendar year, reduce the amount of the Monthly Estimated OE Payment for such calendar year, and (B) for the balance of the first calendar year occurring within the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments shall be in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for any calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments shall be made only for calendar months during such calendar year occurring within the Termtime. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________

Operating Expenses. (a) For If Lessor's Operating Expenses per net rentable square foot for the Property, in any calendar year during the term of this Lease exceeds the Operating Expense Base, Lessee agrees to pay as additional rent Lessee's Share of Such Excess Operating Expenses. As used herein, the term "Lessee's Share of Such Excess Operating Expenses" means the amount by which Lessor's Operating Expenses per net rentable square foot for the Property exceed the Operating Expense Base, multiplied by the net rentable square feet comprising the Leased Premises. Lessor may invoice Lessee monthly for Lessee's share of the estimated increase in operating expenses for each calendar year occurring during the Term, Tenant shall pay to Landlord, as Additional Rent, an amount equal to Tenant’s Occupancy Percentage of the Operating Expenses for such beginning with calendar year as hereinafter provided (the 1997, which amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”). However, (i) for the first calendar year occurring within the Term (i.e., the calendar year commencing on January 1, 2004 and ending on December 31, 2004), Operating Expenses shall be deemed to consist only adjusted each year based upon anticipated operating expenses. Within one-hundred twenty (120) days following the close of amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later than the last day of the Term, the Tenant’s Operating Expense Share shall be prorated to correspond to that portion of such calendar year occurring within the Term. (b) Tenant shall pay Tenant’s Operating Expense Share for each such calendar year pursuant to the following provisions: (1) For each calendar month occurring during any such calendar year, Tenant, on Lessor shall provide Lessee an accounting showing in reasonable detail all computations of additional rent due under this section. Failure of Lessor to give Lessee said notice within said time period shall not be a waiver of Lessor's right to collect said additional rent. If the first (1st) day accounting shows that the total of such calendar month, shall make a payment on account of Tenant’s Operating Expense Share equal to one-twelfth (1/12th) of Landlord’s good-faith estimate of Tenant’s Operating Expense Share for such calendar year as shown on the Final Budget for such calendar year (such monthly payments on account being herein called the “Monthly Estimated OE Payments”). However, (A) Landlord, made by notice to Tenant, may, at any time and from time to time during any calendar year, reduce Lessee exceeds the amount of the Monthly Estimated OE Payment for such calendar yearadditional rent due by Lessee under this section, and (B) the accounting shall be accompanied by a refund. If the accounting shows that the total of the monthly payments made by Lessee is less than the amount of additional rent due by Lessee under this section, the accounting shall be accompanied by an invoice for the balance additional rent. Lessee shall have the right at its own expense and within a reasonable time, to audit during Lessor's regular business hours Lessor's books relevant to the additional rent payable under this Section.. Lessee agrees to pay any additional rent due under this Section within thirty (30) days following receipt of the first calendar year occurring within the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments shall be in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for any calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments shall be made only for calendar months during such calendar year occurring within the Terminvoice or accounting showing additional rent due. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________

Operating Expenses. (a) For Lessee shall also pay as additional rent Lessee's pro rata share of the operating expenses of Lessor for the building and/or project of which the leased premises are a part. Lessor may invoice Lessee monthly for Lessee's pro rata share of the estimated operating expenses for each calendar year, which amount shall be adjusted each year occurring based upon anticipated operating expenses. Lessor may invoice Lessee monthly for Lessee's pro rata share of the estimated operating expenses for each calendar year, which amount shall be adjusted each year based upon anticipated operating expenses. Within nine months following the close of each calendar year, Lessor shall provide Lessee an accounting showing in reasonable detail all computations of additional rent due under this section. In the event the accounting shows that the total of the monthly payments made by Lessee exceeds the amount of additional rent due by Lessee under this section, the accounting shall be accompanied by a refund. In the event the accounting shows that the total of the monthly payments made by Lessee is less than the amount of additional rent due by Lessee under this section, the account shall be accompanied by an invoice for the additional rent. Notwithstanding any other provision in this Lease, during the Termyear in which the Lease terminates. Lessor, Tenant prior to the termination date, shall pay have the option to Landlord, as Additional Rent, an amount equal to Tenant’s Occupancy Percentage invoice Lessee for Lessee's pro rata share of the Operating Expenses for such calendar year as hereinafter provided (excess operating expenses based upon the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”)previous year's operating expenses. However, (i) for the first calendar year occurring within the Term (i.e., the calendar year commencing If this Lease shall terminate on January 1, 2004 and ending on December 31, 2004), Operating Expenses shall be deemed to consist only of amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later a day other than the last day of the Terma calendar year, the Tenant’s Operating Expense Share amount of any additional rent payable by Lessee applicable to the year in which such termination shall occur shall be prorated to correspond to on the ratio that portion the number of such days from the commencement of the calendar year occurring to and including the termination date bears to 365. Lessee shall have the right, at its own expense and within the Term. (b) Tenant shall pay Tenant’s Operating Expense Share for each such calendar year pursuant a reasonable time, to audit Lessor's books relevant to the additional rent payable under this section. Lessee agrees to pay any additional rent due under this section within [Interlineated text] thirty days following provisions: (1) For each calendar month occurring during any such calendar year, Tenant, on the first (1st) day of such calendar month, shall make a payment on account of Tenant’s Operating Expense Share equal to one-twelfth (1/12th) of Landlord’s good-faith estimate of Tenant’s Operating Expense Share for such calendar year as shown on the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”). However, (A) Landlord, by notice to Tenant, may, at any time and from time to time during any calendar year, reduce the amount receipt of the Monthly Estimated OE Payment for such calendar year, and (B) for the balance of the first calendar year occurring within the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments shall be in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for any calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments shall be made only for calendar months during such calendar year occurring within the Terminvoice or accounting showing additional rent due. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________

Operating Expenses. (a) For In addition to the Basic Rent, Tenant, as additional rental, shall pay, for each calendar year occurring during the Term, Tenant shall pay to Landlord, as Additional Rent, an amount equal to the sum of (i) the Management Fee for the calendar year in question over the Management Fee for the Base Year plus (ii) the Tenant’s Occupancy Percentage Share of the total increase of the Operating Expenses for such the calendar year as hereinafter provided in question over Operating Expenses for the Base Year (the amount so payable by Tenant being herein called collectively, “Tenant’s Operating Expense ShareRent”). However, (i) for Landlord shall have the first calendar year occurring within the Term (i.e., the calendar year commencing on January 1, 2004 and ending on December 31, 2004), Operating Expenses shall be deemed to consist only of amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later than the last day of the Term, the Tenant’s Operating Expense Share shall be prorated to correspond to that portion of such calendar year occurring within the Term. (b) Tenant shall pay Tenant’s Operating Expense Share for each such calendar year pursuant to the following provisions: (1) For each calendar month occurring during any such calendar year, Tenant, on the first (1st) day of such calendar month, shall make a payment on account of Tenant’s Operating Expense Share equal to one-twelfth (1/12th) of Landlord’s good-faith estimate of Tenant’s Operating Expense Share for such calendar year as shown on the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”). However, (A) Landlord, by notice to Tenant, may, at any time and continuing option from time to time during the Term to change the method of calculating Operating Expense Rent such that it will thereafter be calculated on a twelve (12) month fiscal year basis instead of a calendar year basis (or vice versa as the case may be), but the exercise of such option shall not change the Base Year calculation. The “Management Fee” for any calendar year, reduce year (including the amount Base Year) shall be equal to 3% of the Monthly Estimated OE Payment Basic Rent and Operating Expense Rent for such calendar year. The Operating Expense Rent payable pursuant to this Section 4(c) shall be determined and adjusted in accordance with GAAP and the following procedures: (i) On or before the fifteenth (15th) day of December 2005 and each December of the Term, and (BLandlord shall give Tenant written notice of its estimate of Operating Expense Rent payable under this Section 4(c) for the balance of the first ensuing calendar year occurring within the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments shall be in the amount set forth on Exhibit C hereto, and shall be payable only on year. On or before the first (1st) day of each month during the ensuing calendar year, Tenant shall pay to Landlord one-twelfth (1/12th) of such estimated amounts together with the Basic Rent, provided that if such notice is not given in December, Tenant shall continue to pay during the ensuing calendar year on the basis of the amounts payable during the calendar year just ended, until the month occurring after such notice is given. If at any time (but not more than three (3) times in any calendar year) it appears to Landlord that the actual amount payable under this Section 4(c) for the current calendar year will vary from Landlord’s estimate, Landlord may revise, by written notice to Tenant, its estimate for such year, and subsequent payments by Tenant coming due more than fifteen (15) days thereafter for such year shall be based upon such revised estimate. Failure to make a revision contemplated by the immediately preceding sentence shall not prejudice Landlord’s right to collect the full amounts of additional rental payable under this Section 4(c). (ii) Within ninety (90) days after the close of each calendar month in year during the Term, except with respect to the calendar year during which the Commencement Date occurs, and (CLandlord shall deliver to Tenant a statement of the adjustments to be made pursuant to this Section 4(c) for any the calendar year which ends later just ended, and such statement shall be final and binding upon Landlord and Tenant (subject to Tenant’s audit right set forth in Section 4(c)(iv) below). If on the basis of such statement Tenant owes an amount that is less than the estimated payments for the calendar year just ended previously made by Tenant, Landlord shall credit such excess to the next payment(s) of Basic Rent coming due pursuant to this Section 4 or, if less than three (3) months remain in the Term or the Term has expired, refund such excess to Tenant within thirty (30) days if there then exists no Event of Default under this Lease (in the instance of an Event of Default, such excess shall be held as additional security for Tenant’s performance, and may be applied by Landlord to cure any such Event of Default and shall not be refunded until any such Event of Default is cured). If on the basis of such statement Tenant owes an amount that is more than the estimated payments for the calendar year just ended previously made by Tenant, Tenant shall pay the deficiency to Landlord within thirty (30) days after delivery of the statement. (iii) If the Lease term shall expire on a day other than the last day of a calendar year, the amount of additional rental payable pursuant to this Section 4(c) shall be the product of multiplying the additional rental which otherwise would have been payable for the full calendar year by a fraction, the numerator of which is the actual number of days of the calendar year in question included within the Lease Term, and the Monthly Estimated OE Payments denominator of which is three hundred sixty-five (365). The expiration of this Lease shall not affect the obligations of Landlord and Tenant pursuant to subsection (ii) of this Section 4(c) to be made only for calendar months during performed subsequent to such calendar year occurring within the Termexpiration. (iv) Within one hundred twenty (120) days after Tenant receives the annual statement of Operating Expenses for the Building, Tenant may contest the statement by written notice to Landlord, which notice shall specify the particular areas of Operating Expenses that Tenant desires to contest. If no such contest is made by written notice to Landlord delivered within such 120-day period, such statement shall be binding upon Tenant in all respects. Notwithstanding the foregoing, Tenant may only audit the books and records of Landlord with respect to the Premises and/or the Lease so long as Tenant fully complies with all of the following requirements: (1) any audit by Tenant shall be conducted by Tenant’s employees or a firm of national or regional standing and reputation (and not compensated on a contingent basis related to overstatements of Operating Expenses) but the persons performing such audit must be Tenant’s employees or have not less than five (5) years experience in auditing office building operating expenses; and (2) Any overpayment any audit shall be conducted in Landlord’s offices during ordinary business hours, and after delivery to Landlord of at least thirty (30) days prior written notice. If the results of such audit reflect that the amount of Operating Expense Rent actually paid by Tenant to Landlord for the period in question have not been overstated, then Tenant shall immediately pay to Landlord, and reimburse Landlord for, the costs and expenses incurred by Landlord in connection with such audit, including without limitation, costs attributable to the time spent by Landlord’s or underpayment Landlord’s property management company’s staff in connection with such audit, as such costs are reasonably determined by Landlord (however in no event shall the cost of such audit be included in such costs and expenses); provided, Landlord shall promptly pay to Tenant the amount by which Operating Expense Rent had been overstated, as determined by the parties or by a court of competent jurisdiction or pursuant to binding arbitration, if the parties agree to binding arbitration in connection with such dispute (but the results of the audit shall not be binding on Landlord for evidentiary purposes). If Operating Expenses have been overstated by more than three percent (3%), Landlord shall additionally pay the reasonable out-of-pocket cost of Tenant’s Operating Expense Share for audit. Landlord and Tenant shall use their commercially reasonable efforts to cooperate in such audits and to reasonably resolve any calendar year based on discrepancies between Landlord and Tenant in the Monthly Estimated OE Payments on account thereof shall be reconciled after the end accounting of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________costs and expenses.

Operating Expenses. Operating Expenses shall be defined as the sum of (ai) For each Operating Costs, as defined in Article V, Section 1 of the Prime Lease, (ii) Real Estate Taxes, as defined in Article V, Section 4 of the Prime Lease, and (ii) the costs of Sublandlord's Maintenance Obligations, as defined in Section 10 hereof. If, with respect to any calendar year occurring during the TermSublease Term after the Operating Expenses Base Year (Which shall be defined as calendar year 1996), the aggregate amount of Operating Expenses exceeds the Operating Expenses for the Operating Expenses Base Year; Tenant shall pay to Landlord, as Additional Rent, an the entire amount equal to of such excess. Tenant’s Occupancy Percentage 's obligation under this Section 4(b) shall be prorated for partial calendar years at the beginning or end of the Term. After the end of each calendar year included in the Sublease Term, Sublandlord shall send Subtenant a statement showing Operating Expenses for such calendar year as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”). However, (i) for the first calendar year occurring within just ended ("Actual Expenses"), which statement shall be based in part upon information supplied by Sublandlord, and an estimate of Operating Expenses for the Term (i.e., the then-current calendar year commencing ("Estimated Expenses"). Subtenant shall pay Sublandlord on January 1the first day of each month, 2004 and ending on December 31in advance, 2004)as Additional Rent, an amount equal to 1/12th of the amount, if any, by which the Estimated Expenses for the then current calendar year exceed the Operating Expenses for the Operating Expenses Base Year. Such payments shall not bear interest and may be deemed to consist only commingled by Sublandlord with any other funds of amounts Sublandlord. If the total amount paid or incurred on, or subsequent to, the Commencement Date, and by Subtenant in accordance with (ii) above on account of Operating Expenses for any calendar year which ends later than during the last day of Sublease Term (i) exceeds the Term, the Tenant’s Operating Expense Share shall be prorated to correspond to that portion of such calendar year occurring within the Term. (b) Tenant shall pay Tenant’s Operating Expense Share for each such calendar year pursuant to the following provisions: (1) For each calendar month occurring during any such calendar year, Tenant, on the first (1st) day of such calendar month, shall make a payment on account of Tenant’s Operating Expense Share equal to one-twelfth (1/12th) of Landlord’s good-faith estimate of Tenant’s Operating Expense Share for such calendar year amount due therefor as shown on the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”). However, (A) Landlord, by notice to Tenant, may, at any time and from time to time during any calendar year, reduce the amount of the Monthly Estimated OE Payment for such calendar year, and (B) for the balance of the first calendar year occurring within the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments shall be in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for any calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments shall be made only for calendar months during such calendar year occurring within the Term. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled Sublandlord's statement delivered after the end of such calendar year, such excess shall be credited against the monthly installments of Additional Rent next due (or refunded to Subtenant if the Sublease Term has expired, or (ii) is less than the amount due therefor as shown on Sublandlord's statement delivered after the end of such calendar year, then Subtenant shall pay the difference to Sublandlord within 30 days after receipt of such statement from Sublandlord. Subtenant's rights and obligations under this Section 4(b) with respect to the last calendar year as provided (or portion thereof) included in Section 2.2(f). ________________________________________________________________________________________________________________________the Sublease Term shall survive the expiration or termination of this Sublease.

Operating Expenses. (a) For each calendar year occurring during the TermCommencing on January 1, Tenant 2012, Sublessee shall pay to LandlordSublessor, as Additional Rentadditional rent, an amount equal to TenantSublessee’s Occupancy Percentage Share (defined below) of the Operating Expenses excess of (a) all Additional Rent payable by Sublessor under Section 3.2 of the Original Master Lease with respect to the Master Lease Premises for such the applicable calendar year as hereinafter provided (commencing with calendar year 2012), over (b) all Additional Rent payable by Sublessor under Section 3.2 of the Original Master Lease with respect to the Master Lease Premises for calendar year 2011 (the amount so payable by Tenant being herein called “Tenant’s Operating Expense ShareSublease Base Year”). However“Sublessee’s Share” shall mean the rentable area of the Subleased Premises divided by the rentable area of the Master Lease Premises, which the parties agree is 34.11%. To the extent excess Operating Costs and Taxes (ias said terms are defined in the Master Lease) for are payable on a monthly estimated basis under the first calendar year occurring within the Term (i.e.Master Lease, the calendar year commencing on January 1, 2004 and ending on December 31, 2004), Operating Expenses Sublessee’s Share with respect thereto shall be deemed paid as and when Sublease Base Rent is due in an amount based on Landlord’s estimates and Sublessor’s reasonable and good faith determination of Sublessee’s Share thereof based on such Landlord’s estimates. Upon any reconciliation or adjustments of estimated and actual Operating Costs and Taxes by Landlord, Sublessor will promptly deliver to consist only Sublessee a copy of amounts paid or incurred on, or subsequent to, such reconciliation and the Commencement Date, corresponding Operating Costs and (ii) for any calendar year which ends later than the last day of the Term, the Tenant’s Operating Expense Share Taxes hereunder shall be prorated adjusted between Sublessor and Sublessee (with appropriate reimbursements or additional payments) within thirty (30) days after delivery to correspond to that portion Sublessee of such calendar year occurring within the Term. (b) Tenant shall pay Tenantany reconciliation or adjustment statement from Landlord and Sublessor’s Operating Expense reasonable and good faith determination of Sublessee’s Share for each such calendar year pursuant to the following provisions: (1) For each calendar month occurring during of any such calendar year, Tenant, on the first (1st) day of such calendar month, adjustments. Sublessor shall make deliver a payment on account of Tenant’s Operating Expense Share equal to one-twelfth (1/12th) true and complete copy of Landlord’s goodstatements of any estimated or actual Additional Rent due under the Master Lease (and any subsequent adjustments thereto), along with Sublessor’s reasonable and good faith determination of Sublessee’s Share with respect thereto, within five (5) business days after receipt of Landlord’s statement. Sublessor shall, reasonably and in good faith, review any objections to any Landlord statement submitted by Sublessee to Sublessor within the review period under Section 3.2(b)(3) of the Original Master Lease and, in Sublessor’s reasonable and good faith discretion shall submit such objections to Landlord within such time period. As between Sublessor and Sublessee, Sublessee shall have the review rights under Section 3.2 of the Original Master Lease (as incorporated herein), but only with respect to Sublessor’s determination of Sublessee’s Share of the Additional Rent determined by Landlord. Notwithstanding anything in the Master Lease or this Sublease to the contrary, for the purpose of calculating the amounts used to calculate Sublessee’s Share of Operating Costs and Taxes under this Section 5 during the Sublease Term, in the event that Landlord elects to pay Sublessor the Proposition 13 Purchase Price (as defined in Section 3.2(d)(3) of the Master Lease) in lieu of excluding the “Proposition 13 Protection Amount” from Taxes, Sublessor shall have the right to retain 100% of the Proposition 13 Purchase Price, and for purposes of this Sublease, Sublessee’s Share of Taxes shall continue to be calculated by excluding any portion of a Tax Increase relating to any Reassessment during the initial 7-faith estimate year Term of Tenantthe Master Lease. Subject to Sublessor’s Operating Expense Share for such calendar year obligations set forth in this Section 5, as between Sublessor and Sublessee, Sublessor shall have the sole right to object to any items shown on the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”). However, (A) Landlord, by notice to Tenant, may, at any time and from time to time during any calendar year, reduce the amount of the Monthly Estimated OE Payment for such calendar yearLandlord statement, and (B) for the balance of the first calendar year occurring within the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments such statement shall be in final and binding on Sublessee if and to the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for any calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments shall be made only for calendar months during such calendar year occurring within the Term. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end extent Sublessor approves of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________statement.

Operating Expenses. (a) For each calendar year occurring during In the Term, Tenant shall pay to Landlord, as Additional Rent, an amount equal to Tenantevent Lessor’s Occupancy Percentage of the Operating Expenses for such calendar year as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”). However, (i) operating expenses for the first calendar year occurring within building and/or project of which the Term (i.e.leased premises are a part shall, the calendar year commencing on January 1, 2004 and ending on December 31, 2004), Operating Expenses shall be deemed to consist only of amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for in any calendar year during the term of this Lease, exceed the sum of $ 2003 BASE YEAR per square foot, Lessee agrees to pay as additional rent without demand, offset or deduction Lessee’s pro rata share of such excess operating expenses. Lessor may invoice Lessee monthly or notify Lessee in writing the amount of the additional rent to be added to the monthly Base Rent for Lessee’s pro rata share of the estimated operating expenses for each calendar year, which ends later amount shall be adjusted each year based upon anticipated operating expenses. Within nine months following the close of each calendar year, Lessor shall provide Lessee an accounting showing in reasonable detail all computations of additional rent due under this section. In the event the accounting show that the total of the monthly payments made by Lessee exceeds the amount of additional rent due by Lessee under this section, the accounting shall be accompanied by a refund. In the event the accounting show that the total of the monthly payments made by Lessee is less than the amount of additional rent due by Lessee under this section, the account shall be accompanied by an invoice for the additional rent. Notwithstanding any other provision in this Lease, during the year in which the Lease terminates, Lessor, prior to the termination date, shall have the option to invoice Lessee for Lessee’s pro rata share of the excess operating expenses based upon the previous year’s operating expenses. If this Lease shall terminate on a day other than the last day of the Terma calendar year, the Tenant’s Operating Expense Share amount of any additional rent payable by Lessee applicable to the year in which such termination shall occur shall be prorated on the ratio that the number of days from the commencement of the calendar year to correspond and including their termination date bears to that portion 365. Provided Lessee is not in default of any terms of this Lease, Lessee shall have the right, at its own expense, to audit Lessor’s books relevant to the additional rent payable under this section. With respect to such audit, Lessee (i) may review Lessor’s books during office hours, (ii) must perform such audit at the location of Lessor’s books, (iii) must request such audit within thirty (30) days of receipt of its annual reconciliation of operating expenses, (iv) must deliver to Lessor a copy of the results of such audit, (v) may not audit the same calendar year occurring within more than one time and (vi) may only audit Lessor’s books should Lessee’s share of operating expenses increase from the Term. (b) Tenant shall pay Tenant’s Operating Expense Share for each such calendar year pursuant to the following provisions: (1) For each calendar month occurring during any such previous calendar year, Tenant, on . Assignees of Lessee may only audit periods for which they occupy the first (1st) day Leased Premises and subtenants of such calendar month, Lessee shall make a payment on account of Tenant’s Operating Expense Share equal have no audit rights. Lessee agrees to one-twelfth (1/12th) of Landlord’s good-faith estimate of Tenant’s Operating Expense Share for such calendar year as shown on the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”). However, (A) Landlord, by notice to Tenant, may, at pay any time and from time to time during any calendar year, reduce the amount additional rent due under this section within ten days following receipt of the Monthly Estimated OE Payment for such calendar year, and (B) for the balance of the first calendar year occurring within the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments shall be in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for any calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments shall be made only for calendar months during such calendar year occurring within the Terminvoice or accounting showing additional rent due. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________

Operating Expenses. (a) For Tenant shall also pay as additional rent Tenant's pro rata share of the operating expenses of Landlord for the Building and/or project of which the Premises are a part. Landlord may invoice Tenant monthly for Tenant's pro rata share of the estimated operating expenses for each calendar year occurring year, which amount shall be adjusted from time-to-time by Landlord based upon anticipated operating expenses. Within nine(9) months following the close of each calendar year, Landlord shall provide Tenant an accounting showing in reasonable detail all computations of additional rent due under this Section. In the event the accounting shows that the total of the monthly payments made by Tenant exceeds the amount of additional rent due by Tenant under this Section, the accounting shall be accompanied by evidence of a credit to Tenant's account. In the event the accounting shows that the total of the monthly payments made by Tenant is less than the amount of additional rent due by Tenant under this Section, the accounting shall be accompanied by an invoice for the additional rent. Notwithstanding any other provision in this Lease, during the Termyear in which the Lease terminates, Tenant shall pay to Landlord, as Additional Rentprior to the termination date, an amount equal shall have the option to invoice Tenant for Tenant’s Occupancy Percentage 's pro rata share of the Operating Expenses for such calendar year as hereinafter provided (operating expenses based upon the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”)previous year's operating expenses. However, (i) for the first calendar year occurring within the Term (i.e., the calendar year commencing If this Lease shall terminate on January 1, 2004 and ending on December 31, 2004), Operating Expenses shall be deemed to consist only of amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later a day other than the last day of the Term, the Tenant’s Operating Expense Share shall be prorated to correspond to that portion of such calendar year occurring within the Term. (b) Tenant shall pay Tenant’s Operating Expense Share for each such calendar year pursuant to the following provisions: (1) For each calendar month occurring during any such a calendar year, Tenant, on the first (1st) day of such calendar month, shall make a payment on account of Tenant’s Operating Expense Share equal to one-twelfth (1/12th) of Landlord’s good-faith estimate of Tenant’s Operating Expense Share for such calendar year as shown on the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”). However, (A) Landlord, by notice to Tenant, may, at any time and from time to time during any calendar year, reduce the amount of any additional rent payable by Tenant applicable to the Monthly Estimated OE Payment for such calendar year, and (B) for the balance of the first calendar year occurring within the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments shall be in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurstermination shall occur, and (C) for any shall be pro rated on the ratio that the number of days from the commencement of the calendar year which ends later than the last day to and including such termination date bears to 355. Tenant agrees to pay any additional rent due under this Section within ten (10) days following receipt of the Term, the Monthly Estimated OE Payments invoice or accounting showing additional rent due. Tenant's pro rata share set forth in Section 1.8 shall be made only for calendar months during such calendar year occurring within equal to a percentage based upon a fraction the Term. (2) Any overpayment or underpayment numerator of Tenant’s Operating Expense Share for any calendar year based on which is the Monthly Estimated OE Payments on account thereof total area of the Premises as set forth in Article 1 and the denominator of which shall be reconciled after the end net rentable area of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________the Building.

Operating Expenses. (a) For each calendar year occurring during the Term, Tenant Lessee shall also pay to Landlord, as Additional Rent, an amount equal to Tenant’s Occupancy Percentage additional rent Lessee's pro rata share of the Operating Expenses for such calendar year as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”). However, (i) operating expenses of Lessor for the first calendar year occurring within building and/or project of which the Term (i.e.leased premises are a part, the calendar year commencing on January 1, 2004 and ending on December 31, 2004), Operating except that Lessee's pro rata share for Controllable Expenses shall be deemed limited to consist only an increase of amounts paid no more than six percent (6%) from the previous calendar year. Controllable Expenses shall mean those expenses for which the Lessor contracts for services at a negotiated price or incurred onrate for services (including professional property management fees). Non-Controllable Expenses shall include all other expenses. Lessor may invoice Lessee monthly for Lessee's pro rata share of the estimated operating expenses for each calendar year, or subsequent towhich amount shall be adjusted each year based upon anticipated operating expenses. Within nine (9) months following the close of each calendar year, Lessor shall provide Lessee an accounting showing in reasonable detail all computations of additional rent due under this section. In the event the accounting shows that the total of the monthly payments made by Lessee exceeds the amount of additional rent due by Lessee under this section, the Commencement Dateaccounting shall be accompanied by a refund. In the event the accounting shows that the total of the monthly payments made by Lessee is less than the amount of additional rent due by Lessee under this section, and (ii) the accounting shall be accompanied by an invoice for the additional rent. Notwithstanding any calendar other provision in this Lease, during the year in which ends later this Lease terminates, Lessor, prior to the termination date, shall have the option to invoice Lessee for Lessee's pro rata share of operating expenses based upon the previous year's operating expenses. If this Lease shall terminate on a day other than the last day of the Termcalendar year, the Tenant’s Operating Expense Share amount of any additional rent payable by Lessee applicable to the year in which the termination shall occur shall be prorated to correspond to on the ratio that portion the number of such days from the commencement of the calendar year occurring to and including such termination date bears to 365. Lessee shall have the right, at its own expense and within the Term. (b) Tenant shall pay Tenant’s Operating Expense Share for each such calendar year pursuant a reasonable time, to audit Lessor's books relevant to the additional rent payable under this section. Lessee agrees to pay any additional rent due under this section within ten days following provisions: (1) For each calendar month occurring during any such calendar year, Tenant, on receipt of the first (1st) day of such calendar month, shall make a payment on account of Tenant’s Operating Expense Share equal to one-twelfth (1/12th) of Landlord’s good-faith invoice or accounting showing additional rent due. The current estimate of Tenant’s Operating Expense Share for such calendar year as shown on the Final Budget for such calendar year Lessee's share of operating expenses is Two and 60/100 Dollars (such payments on account being herein called the “Monthly Estimated OE Payments”). However, (A$2.60) Landlord, by notice to Tenant, may, at any time and from time to time during any calendar year, reduce the amount per square foot of the Monthly Estimated OE Payment for such calendar year, leased premises which shall be paid in addition to and (B) for the balance along with base rent. Lessee's prorated share of the first calendar year occurring within the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments projects operating expenses shall be in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for any calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments shall be made only for calendar months during such calendar year occurring within the Term15.20%. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________

Operating Expenses. (a) 5.1. For each calendar year occurring or portion thereof during the TermTe1m after the Sublease Base Expense Year (as hereinafter defined), Tenant Subtenant shall pay to LandlordSublandlord, as Additional Rentadditional rent (the "Sublease Expense Payment"), an the amount equal to TenantSubtenant's Percentage 7553 !0v6 E:X'ECUTION VERSJON of the amount by which Operating Expenses Allocable to the Premises (as such te1m is defined in Section 2.6 of the Lease) payable by Sublandlord for such calendar year, as determined by Owner pursuant to a statement ("Owner’s Occupancy Percentage Expense Statement") delivered to Sublandlord in accordance with Section 2.6 of the Lease, exceeds the Operating Expenses for such calendar year as hereinafter provided (Allocable to the amount so Premises payable by Tenant being herein called “Tenant’s Operating Expense Share”). However, (i) Sublandlord for the first calendar year occurring within the Term (i.e., the calendar year commencing on January 1, 2004 2014 and ending end:iJ.1g on December 31, 20042014 (hereinafter referred to as the "Sublease Base Expense Year"). 5.2. Within a reasonable time after receipt of Owner's Expense Statement, Sublandlord shall provide to Subtenant a written statement (a "Sublease Expense Statement"), Operating Expenses ·which Sublease Expense Statement shall be deemed based upon Owner's Expense Statement (and a copy thereof provided to consist only of amounts paid or incurred onSubtenant), or subsequent to, estimating the Commencement Date, and (ii) Sublease Expense Payment for any calendar year which ends later than the last day of the Term, the Tenant’s Operating Expense Share shall be prorated to correspond to that portion of such calendar year occurring within (the Term. (b) Tenant "Estimated Sublease Expense Payment"). Subtenant shall pay Tenant’s Operating Expense Share for each such calendar year pursuant to the following provisions: (1) For each calendar month occurring during any such calendar year, Tenant, Sublandlord on the first (1st) day of such each month during each calendar monthyear after the Sublease Base Expense Year, shall make a payment on account of Tenant’s Operating Expense Share an amount equal to one-twelfth (1/12th) of Landlord’s good-faith estimate of Tenant’s Operating the Estimated Sublease Expense Share for such calendar year as shown on the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”). However, (A) Landlord, by notice to Tenant, may, at any time and from time to time during any calendar year, reduce the amount of the Monthly Estimated OE Payment for such calendar year. If Sublandlord furnishes a Sublease Expense Statement for a calendar year following the commencement of such calendar year, then (x) until the first day of the month following the month in which such Sublease Expense Statement is furnished to Subtenant, Subtenant shall continue to pay to Sublandlord an amount equal to the monthly amount of the Estimated Sublease Expense Payment payable by Subtenant to Sublandlord for the prior calendar year; (y) promptly after the Sublease Expense Statement is furnished to Subtenant, Sublandlord shall give notice to Subtenant stating whether the amount of the Estimated Sublease Expense Payment previously paid by Subtenant to Sublandlord for the current calendar year was greater or less than the installments of the Estimated Sublease Expense Payment to be paid for the current calendar year, and (Ba) for if there shall be a deficiency, Subtenant shall pay the balance amount thereof within fifteen (15) business days after Sublandlord delivers such Sublease Expense Statement to Subtenant, or (b) if there shall have been an overpayment, provided Subtenant is not in default hereunder following notice and the expiration of any applicable cure period, Sublandlord shall credit against the next installments of Sublease Expense Payment the amount of Subtenant's overpayment. On or before the first day of the first calendar year occurring within month following the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments shall be in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occursSublease Expense Statement is furnished to Subtenant, and monthly thereafter throughout the remainder of the calendar year, Subtenant shall pay to Sublandlord an amount equal to one-twelfth (C1/12th) of the Estimated Sublease Expense Payment shown on the most recent Sublease Expense Statement. If Sublandlord receives a revised Owner's Expense Statement, Sublandlord shall within a commercially reasonable time furnish to Subtenant a revised Sublease Expense Statement (and provide a copy of such revised Owner's Expense Statement to Subtenant, and the Estimated Sublease Expense Payment for such calendar year shall be adjusted in the same manner as provided in the preceding sentence. 5.3. At any time during or after each calendar year, including, without limitation, the Sublease Base Expense Year, Sublandlord shall furnish to Subtenant an annual statement or statements (the "Annual Statement ") setting forth the amount of Operating Expenses Allocable to the Premises payable by Sublandlord to Owner during such calendar year, which Annual Statement shall be prepared based upon Owner's annual statement pursuant to Section 2.6 of the Lease, if any, received by Sublandlord from Owner (a copy of which shall be provided to Subtenant) relating to annual Operating Expenses Allocable to the Premises payable by Sublandlord for the preceding calendar year. If for any calendar year which ends later than following the last day of the TermSublease Base Expense Year, the Monthly Annual Statement shows that the Estimated OE Payments shall be made only Sublease Expense Payment (or other payments) for calendar months during such calendar year occurring within exceeded the Term. (2Sublease Expense Payment which should have been paid for such calendar year, provided Subtenant is not in default hereunder following notice and the expiration of any applicable cure period, Sublandlord shall credit against the next installment(s) Any overpayment or underpayment of Tenant’s Operating the Sublease Expense Share Payment payable hereunder, the amount of such excess. If the Annual Statement for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as shows that the Estimated Sublease Expense Payment for such calendar year was less than the Sublease Expense Payment (or other payments) which should have been paid for such calendar year, Subtenant shall pay to Sublru1dlord the amount of such deficiency within fifteen (15) days after Sublandlord delivers the Annual Statement. 5.4. In the event that Subtenant reasonably believes that an Annual Statement furnished to Subtenant hereunder contains an error in calculating the Sublease Expense Payment, or if Subtenant reasonably disputes the amount of any Sublease Expense Payment due hereunder, Subtenant shall notify Sublandlord in writing (a "Dispute Notice.") within one hundred eighty (180) days of receipt of such Annual Statement, vvith time being of the essence, and provide a reasonable basis for such alleged error or dispute. Upon receipt of such Dispute Notice, provided (i) Subtenant is not in Section 2.2(f). ________________________________________________________________________________________________________________________default hereunder beyond any applicable notice and cure period,

Operating Expenses. (a) For Tenant shall also pay as additional rent Tenant's pro rata share of the operating expenses of Landlord for the Building. Landlord may invoice Tenant monthly for Tenant's pro rata share of the estimated operating expenses for each calendar year occurring year, which amount shall be adjusted from time-to-time by Landlord based upon anticipated operating expenses. Within six (6) months following the close of each calendar year, Landlord shall provide Tenant an accounting showing in reasonable detail the computations of additional rent due under this Section. In the event the accounting shows that the total of the monthly payments made by Tenant exceeds the amount of additional rent due by Tenant under this Section, the accounting shall be accompanied by evidence of a credit to Tenant's account. In any event the accounting shows that the total of the monthly payments made by Tenant is less than the amount of additional rent due by Tenant under this Section, the accounting shall be accompanied by an invoice for the additional rent. Notwithstanding any other provisions in this Lease, during the Termyear in which this Lease terminates, Tenant shall pay to Landlord, as Additional Rentprior to the termination date, an amount equal shall have the option to invoice Tenant for Tenant’s Occupancy Percentage 's pro rata share of the Operating Expenses for such calendar year as hereinafter provided (operating expenses based upon the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”)previous year's operating expenses. However, (i) for the first calendar year occurring within the Term (i.e., the calendar year commencing If this Lease shall terminate on January 1, 2004 and ending on December 31, 2004), Operating Expenses shall be deemed to consist only of amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later a day other than the last day of the Terma calendar year, the Tenant’s Operating Expense Share amount of any additional rent payable by Tenant applicable to the year in which the termination shall occur shall be prorated to correspond to on the ratio that portion the number of such days from the commencement of the calendar year occurring to and including such termination date bears to 365. Tenant agrees to pay any additional rent due under this Section within ten (10) days following receipt of the Term. (b) Tenant invoice or accounting showing additional rent due. Tenant's pro rata share set forth in Section 1.9 shall pay Tenant’s Operating Expense Share for each such calendar year pursuant to the following provisions: (1) For each calendar month occurring during any such calendar year, Tenant, on the first (1st) day of such calendar month, shall make a payment on account of Tenant’s Operating Expense Share be equal to one-twelfth (1/12th) a percentage based upon a fraction, the numerator of Landlord’s good-faith estimate which is the net rentable area of Tenant’s Operating Expense Share for such calendar year the Premises as shown on set forth in Article 1 and the Final Budget for such calendar year (such payments on account being herein called denominator of which shall be the “Monthly Estimated OE Payments”). Howevernet rentable area of the Building, (A) Landlord, by notice to Tenant, may, at any time and as the same may change from time to time during any calendar year, reduce the amount of the Monthly Estimated OE Payment for such calendar year, and (B) for the balance of the first calendar year occurring within the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments shall be in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for any calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments shall be made only for calendar months during such calendar year occurring within the Termtime. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________

Operating Expenses. (a) For each calendar year occurring during the Term, Tenant shall also pay to Landlord, as Additional Rent, an amount equal to Tenant’s Occupancy Percentage of the Operating Expenses for such calendar year as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”). However, (i) for the first calendar year occurring within the Term (i.e., the calendar year additional rent commencing on January 1, 2004 and ending on December 31, 2004), Operating Expenses shall be deemed to consist only of amounts paid or incurred on, or subsequent to, the Commencement Date, and ▇▇▇▇▇▇'s pro rata share of the operating expenses of Landlord for the Building and/or project of which the Premises are a part. Landlord may invoice Tenant monthly for Tenant's pro rata share of the estimated operating expenses for each calendar year, which amount shall be adjusted from time-to-time by Landlord based upon anticipated operating expenses. Within nine (ii9) months following the close of each calendar year, Landlord shall provide Tenant an accounting showing in reasonable detail all computations of additional rent due under this Section. In the event the accounting shows that the total of the monthly payments made by Tenant exceeds the amount of additional rent due by Tenant under this Section, the accounting shall be accompanied by evidence of a credit to ▇▇▇▇▇▇'s account. In the event the accounting shows that the total of the monthly payments made by Tenant is less than the amount of additional rent due by Tenant under this Section, the accounting shall be accompanied by an invoice for the additional rent. Notwithstanding any calendar other provision in this Lease, during the year in which ends later this Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant for Tenant's pro rata share of the operating expenses based upon the previous year's operating expenses. If this Lease shall terminate on a day other than the last day of the Terma calendar year, the Tenant’s Operating Expense Share amount of any additional rent payable by Tenant applicable to the year in which the termination shall occur shall be prorated to correspond to on the ratio that portion the number of such days from the commencement of the calendar year occurring to and Including such termination date bears to 365. ▇▇▇▇▇▇ agrees to pay any additional rent due under this Section within ten (10) days following receipt of the Term. (b) Tenant invoice or accounting showing additional rent due. Tenant's pro rata share set forth in Section 1.8 shall pay Tenant’s Operating Expense Share for each such calendar year pursuant to the following provisions: (1) For each calendar month occurring during any such calendar year, Tenant, on the first (1st) day of such calendar month, shall make a payment on account of Tenant’s Operating Expense Share be equal to one-twelfth (1/12th) a percentage based upon a fraction the numerator of Landlord’s good-faith estimate of Tenant’s Operating Expense Share for such calendar year as shown on which is the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”). However, (A) Landlord, by notice to Tenant, may, at any time and from time to time during any calendar year, reduce the amount total area of the Monthly Estimated OE Payment for such calendar year, and (B) for the balance of the first calendar year occurring within the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments shall be in the amount Premises as set forth on Exhibit C heretoin Article 1, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for any calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments shall be made only for calendar months during such calendar year occurring within the Term. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year subject to adjustment as provided in Section 2.2(f). ________________________________________________________________________________________________________________________this Lease, and the denominator of which shall be the net rentable area of the Building.

Operating Expenses. (a) For each calendar year occurring Calendar Year (or portion thereof) during the Term, Tenant in addition to the other Rent due hereunder, Lessee shall pay to Landlord, as Additional Rent, an the amount equal to Tenant’s Occupancy Percentage of the Operating Expenses for such calendar year by which Basic Costs (as hereinafter provided defined) exceed the Initial Basic Costs Amount set forth in Section 1(g) (the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”"Basic Costs Excess"). However, Such payments of Basic Costs Excess shall be made as follows: (i) Prior to the Commencement Date and before the beginning of each Calendar Year (or portion thereof) thereafter during the Term, Lessor shall furnish Lessee with Lessor's estimate of Basic Costs Excess for such Calendar Year. On or before the first day of each month during such Calendar Year, in addition to other Rent due hereunder at such time, Lessee shall pay a monthly installment equal to 1/12 of the estimated Basic Costs Excess for such Calendar Year. Lessor shall have the right to adjust such estimated Basic Costs Excess before the beginning of each calendar year occurring within the Term (i.e., the calendar year commencing on January 1, 2004 quarter and ending on December 31, 2004), Operating Expenses 1/12 of such adjusted estimated Basic Costs Excess shall be deemed to consist only payable on the first day of amounts paid or incurred on, or subsequent to, the Commencement Date, and each month thereafter during such Calendar Year. (ii) Within 150 days after the conclusion of each Calendar Year during Lessee's occupancy, or as soon thereafter as practicable, Lessor shall furnish to Lessee a statement of actual Basic Costs for any calendar year which ends later than the last previous Calendar Year (or fraction thereof if the Commencement Date occurred after the first day of the previous Calendar Year). A lump sum payment (which payment shall be considered a payment of Rent for all purposes) will be made by Lessee, within 30 days of the delivery of that statement, equal to the excess, if any, of the actual Basic Costs over the aggregate amount paid by Lessee hereunder for Basic Costs Excess for such Calendar Year. If the amount of the actual Basic Costs is less than the aggregate amount actually paid by Lessee hereunder for Basic Costs Excess for such Calendar Year, Lessor shall (provided Lessee is not in default hereunder) at Lessor's election either refund such difference (the "Basic Costs Overage") to the Lessee within 30 days of the issuance of that statement, or apply such Basic Costs Overage to the next accruing installments of Rent due hereunder. The effect of this reconciliation payment or adjustment shall be that Lessee will pay with respect to each Calendar Year (or portion thereof) during the Term, in addition to the Tenant’s Operating Expense Share shall be prorated to correspond to that portion of such calendar year occurring within other Rent due hereunder, the Termamount by which Basic Costs exceeds the Initial Basic Costs Amount. (b) Tenant As used herein "Basic Costs" means: (i) Lessee's Proportionate Share of all Operating Expenses (as defined below), which costs shall include all expenditures by Lessor to maintain all facilities in operation at the beginning of the Term and such additional facilities in subsequent years as Lessor may consider necessary or beneficial for the operation of the Project; and (ii) an amount equal to Lessee's Proportionate Share of the management fee paid by Lessor with respect to the Project. All Operating Expenses shall be determined according to generally accepted accrual accounting principles which shall be consistently applied. "Operating Expenses" as used herein means all reasonable expenses, costs, and disbursements of every kind which Lessor shall pay Tenant’s Operating Expense Share for each such calendar year pursuant to or incur in connection with the following provisions: (1) For each calendar month occurring during any such calendar yearownership, Tenant, on the first (1st) day of such calendar month, shall make a payment on account of Tenant’s Operating Expense Share equal to one-twelfth (1/12th) of Landlord’s good-faith estimate of Tenant’s Operating Expense Share for such calendar year as shown on the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”). However, (A) Landlord, by notice to Tenant, may, at any time operation and from time to time during any calendar year, reduce the amount maintenance of the Monthly Estimated OE Payment for such calendar yearProject, and (B) for the balance of the first calendar year occurring within the Term (i.e.including without limitation, the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments shall be in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for any calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments shall be made only for calendar months during such calendar year occurring within the Term. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________following:

Operating Expenses. (a) For During the term of this Lease, Tenant shall pay as additional rent an amount (per each square foot within the Premises) equal to the excess ("Excess") from time to time of the per square foot Basic Cost (which shall be calculated by dividing the Basic Cost by the total rentable square feet in the Building) over the Base Year Stop. Beginning with the first day of the thirteenth month of the Lease Term following the Commencement Date, and on each January 1 thereafter, Landlord shall make a good faith estimate of the Excess for each upcoming calendar year and Tenant shall pay monthly additional rent equal to one-twelfth (1/12) of such estimate. (b) By May 1 of each calendar year occurring during Tenant's occupancy and the Termcalendar year following termination of this Lease, or as soon thereafter as practical, Landlord shall furnish to Tenant a detailed statement certified as correct by a certified public accountant or officer of Landlord's managing agent of Landlord's actual Basic Cost for the previous year. If for any calendar year additional rent collected for the prior year as a result of Landlord's estimate of Basic Cost is (i) in excess of the additional rent actually due during such prior year, then Landlord shall either credit such overpayment towards Tenant's estimated share of operating expenses for the next year or refund to Tenant any overpayment, or (ii) less than the additional rent actually due during such prior year, then Tenant shall pay to Landlord, as Additional Renton demand, an any underpayment with respect to the prior year. (c) Each statement furnished by Landlord to Tenant shall be conclusive and binding upon Tenant unless, within ninety (90) days after receipt of such statement, Tenant delivers to Landlord a written notice specifying the particular details for which such statement is claimed to be incorrect. Pending the determination of such dispute, Tenant shall pay without delay the full amount equal to Tenant’s Occupancy Percentage of the Operating Expenses for such calendar year as hereinafter provided (the amount so additional rent payable by Tenant being herein called “in accordance with each such statement that Tenant is disputing. Without limiting the preceding sentence, Tenant’s Operating Expense Share”), or its authorized agent, shall have the right, during Landlord's normal business hours and after reasonable notice, to inspect/audit, the books and records of Landlord applicable to the determination of any statement of any additional rent payable by Tenant for the purpose of verifying in good faith the information contained in such statement for a period of up to one year after the receipt of such statement by Tenant, by a certified public accountant. HoweverIf the audit determines that the statement overstates the amount due by Tenant by five percent (5%) or more, (i) for the first calendar year occurring within the Term (i.e., the calendar year commencing on January 1, 2004 and ending on December 31, 2004), Operating Expenses Landlord shall be deemed to consist only of amounts paid or incurred on, or subsequent to, the Commencement Date, and refund any overpayment revealed by Tenant's audit; (ii) for any calendar year which ends later than Landlord shall pay the last day reasonable costs of the Termaudit; provided, however, that Landlord shall have the Tenant’s Operating Expense Share right to dispute the findings of the audit and to obtain a reimbursement from Tenant for the costs associated thereto if it is later determined that the audit was in error to the Landlord's detriment; and (iii) Tenant shall be prorated then have the right to correspond to that portion of such calendar year occurring within the Termaudit previous year's statements. (bd) Should Tenant shall pay require any additional work or service, including but not limited to heating, ventilation and air conditioning ("HVAC") furnished outside Landlord's normal operating hours of 8:00 a.m. to 6:00 p.m., Monday through Friday, 9:00 a.m. to 1:00 p.m., Saturday, excluding Christmas, New Year's Day, Fourth of July, Memorial Day, Labor Day, and Thanksgiving Day, Landlord may, upon reasonable advance notice by Tenant’s Operating Expense Share , furnish such additional services at a charge not more than Landlord's actual cost, plus reasonable overhead for each such calendar year pursuant the additional services provided, it being agreed that the cost to the following provisions:Landlord of such additional services shall not be considered or treated as Basic Cost. (1e) For each calendar month occurring during any such calendar year, Tenant, on the first (1st) day of such calendar month, shall make a payment on account of Tenant’s Operating Expense Share equal to one-twelfth (1/12th) of Landlord’s good-faith estimate of Tenant’s Operating Expense Share for such calendar year as shown on the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”). However, (A) Landlord, by notice to Tenant, Landlord may, at any time in its sole discretion, require separate metering for gas, electric power or for any other utility service required by Tenant if such service is reasonably deemed by Landlord to be in excess of Building standard usage, in which case the cost of such metering shall be at Tenant's sole cost and from time to time during expense, due and payable upon demand by Landlord, and in which event Tenant shall pay for all such utility service in excess of its normal and customary usage, as metered. For any calendar year, reduce utility services that are separately metered as prescribed herein the amount of said services which had been included in the Monthly Estimated OE Payment for such calendar year, and (B) for the balance calculation of the first calendar year occurring within Base Year Stop or the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments calculation of Basic Cost shall be in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for any calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments shall be made only for calendar months during such calendar year occurring within the Termexcluded therefrom. (2f) Any overpayment Notwithstanding any expiration or underpayment termination of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after this Lease prior to the end of such calendar year as provided in Section 2.2(f)the Lease Term, Tenant's obligations to pay any and all additional rent pursuant to this Lease shall continue and shall cover all periods up to the expiration or termination date of this Lease. ________________________________________________________________________________________________________________________Tenant's obligation to pay any and all additional rent or other sums owing by Tenant to Landlord under this lease shall survive any expiration or termination of this Lease.

Operating Expenses. Operating Expenses shall be defined as the sum of (ai) For each Operating Costs, as defined in Article V, Section 1 of the Prime Lease, (ii) Real Estate Taxes, as defined in Article V, Section 4 of the Prime Lease, and (iii) the costs of Sublandlord's Maintenance Obligations, as defined in Section 10 hereof. If, with respect to any calendar year occurring during the Term, Sublease Term after the Operating Expenses Base Year (which shall be defined as calendar year 1995); the aggregate amount of Operating Expenses exceeds the Operating Expenses for the Operating Expenses Base Year; Tenant shall pay to Landlord, as Additional Rent, an the entire amount equal to of such excess. Tenant’s Occupancy Percentage 's obligation under this Section 4(b) shall be prorated for partial calendar years at the beginning or end of the Term. After the end of each calendar year included in the Sublease Term, Sublandlord shall send Subtenant a statement showing Operating Expenses for such calendar year as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”). However, (i) for the first calendar year occurring within the Term just ended (i.e., the calendar year commencing on January 1, 2004 and ending on December 31, 2004"Actual Expenses"), Operating Expenses which statement shall be deemed to consist only of amounts paid or incurred on, or subsequent to, the Commencement Datebased in part upon information supplied by Sublandlord, and (ii) an estimate of Operating Expenses for the then-current calendar year ("Estimated Expenses"). Subtenant shall pay Sublandlord on the first day of each month, in advance, as Additional Rent, an amount equal to 1/12th of the amount, if any, by which the Estimated Expenses for the then current calendar year exceed the Operating Expenses for the Operating Expenses Base Year. Such payments shall not bear interest and may be commingled by Sublandlord with any other funds of Sublandlord. If the total amount paid by Subtenant in accordance with (ii) above on account of Operating Expenses for any calendar year which ends later than during the last day of Sublease Term (i) exceeds the Term, the Tenant’s Operating Expense Share shall be prorated to correspond to that portion of such calendar year occurring within the Term. (b) Tenant shall pay Tenant’s Operating Expense Share for each such calendar year pursuant to the following provisions: (1) For each calendar month occurring during any such calendar year, Tenant, on the first (1st) day of such calendar month, shall make a payment on account of Tenant’s Operating Expense Share equal to one-twelfth (1/12th) of Landlord’s good-faith estimate of Tenant’s Operating Expense Share for such calendar year amount due therefor as shown on the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”). However, (A) Landlord, by notice to Tenant, may, at any time and from time to time during any calendar year, reduce the amount of the Monthly Estimated OE Payment for such calendar year, and (B) for the balance of the first calendar year occurring within the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments shall be in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for any calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments shall be made only for calendar months during such calendar year occurring within the Term. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled Sublandlord's statement delivered after the end of such calendar year, such excess shall be credited against the monthly installments of Additional Rent next due (or refunded to Subtenant if the Sublease Term has expired), or (ii) is less than the amount due therefor as shown on Sublandlord's statement delivered after the end of such calendar year, then Subtenant shall pay the difference to Sublandlord within 30 days after receipt of such statement from Sublandlord. Subtenant's rights and obligations under this Section 4(b) with respect to the last calendar year as provided (or portion thereof) included in Section 2.2(f). ________________________________________________________________________________________________________________________the Sublease Term shall survive the expiration or termination of this Sublease.

Operating Expenses. In addition to Base Rent and other sums due under the Lease, the triple net Operating Expenses per rentable square foot per annum are estimated as follows: Taxes, Insurance and Common Area Maintenance $1.63 per rentable square foot per annum (ai.e., $6,520.00 monthly) For Section 1(b) of Exhibit C of the Original Lease is deleted and replaced with the following: “Operating Expenses are comprised of “Controllable Expenses” and “Non-Controllable Expenses.” Controllable Expenses are those components of Operating Expenses that are not related to taxes, insurance, snow removal, utilities, and/or collectively-bargained union wages. Non-Controllable Expenses are those components of Operating Expenses that are not Controllable Expenses. Notwithstanding any provision of the Lease to the contrary, for the purpose of calculating Tenant’s Proportionate Share of Operating Expenses each calendar year occurring during the Term, Tenant shall pay to Landlord, as Additional Rent, an amount equal to Tenant’s Occupancy Percentage of the Operating Expenses for such calendar year as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”). However, (i) for the first calendar year occurring within the Term (i.e., the calendar year commencing on January 1, 2004 and ending on through December 31, 2004)2010, Operating the items of Controllable Expenses shall be deemed not to consist only of amounts paid or incurred on, or subsequent to, the Commencement Date, and increase more than ten percent (ii10%) for any per calendar year which ends later than the last day (determined on a compounding basis throughout said Term of the TermLease) from each prior calendar year (calculated on a per square foot basis to take into account deletion of the Give-Back Premises on the Effective Date and annualized to account for partial years); provided, the Tenant’s however, that no item of Operating Expense Share Expenses other than Controllable Expenses shall be prorated subject to correspond to the foregoing limitation; and provided further, that portion of the percentage increase shall be determined on a cumulative basis such that if the average increase for all expired calendar years and the next calendar year occurring within is less than ten percent (10%), then the Term. percentage increase for the next calendar year may exceed ten percent (b10%) Tenant so long as the average increase for all expired calendar years and the next calendar year do not exceed ten percent (10%) per calendar year. There shall pay Tenant’s Operating Expense Share for be no cap on Non-Controllable Expenses. The above amounts are estimates only and subject to actual costs and expenses. The payments set forth above shall be due and payable in equal monthly installments, each such calendar year pursuant to the following provisions: (1) For each calendar month occurring during any such calendar year, Tenant, monthly installment due and payable on the first (1st) day of such calendar month, shall make a payment on account of Tenant’s Operating Expense Share equal to one-twelfth (1/12th) of Landlord’s good-faith estimate of Tenant’s Operating Expense Share for such calendar year as shown on the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”). However, (A) Landlord, by notice to Tenant, may, at any time and from time to time during any calendar year, reduce the amount of the Monthly Estimated OE Payment for such calendar year, and (B) for the balance of the first calendar year occurring within the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments shall be in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month month, in which the Commencement Date occursadvance, without demand and (C) for any calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments shall be made only for calendar months during such calendar year occurring within the Termwithout setoff or deduction whatsoever. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________

Operating Expenses. Tenant shall pay an amount (aper each rentable square foot in the Premises) For each equal to the excess ("Excess") from time to time of actual Basic Cost per rentable square foot in the Project over the actual Basic Cost incurred during the 2016 calendar year occurring (the "Expense Stop"). Landlord may collect such amount in a lump sum, to be due within thirty (30) days after Landlord furnishes to Tenant the Annual Cost Statement. Alternatively, Landlord may make a good faith estimate of the Excess to be due by Tenant for any calendar year or pa1t thereof during the Term, and, unless Landlord delivers to Tenant a revision of the estimated Excess, Tenant shall pay to Landlord, as Additional Renton the Commencement Date and on the first day of each calendar month thereafter, an amount equal to Tenant’s Occupancy Percentage of the Operating Expenses estimated Excess for such calendar year as hereinafter provided (or part thereof divided by the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”). However, (i) for the first calendar year occurring within the Term (i.e., the calendar year commencing on January 1, 2004 and ending on December 31, 2004), Operating Expenses shall be deemed to consist only number of amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later than the last day of the Term, the Tenant’s Operating Expense Share shall be prorated to correspond to that portion of months in such calendar year occurring within during the Term. (b) Tenant shall pay Tenant’s Operating Expense Share for each such calendar year pursuant to the following provisions: (1) For each calendar month occurring during any such calendar year, Tenant, on the first (1st) day of such calendar month, shall make a payment on account of Tenant’s Operating Expense Share equal to one-twelfth (1/12th) of Landlord’s good-faith estimate of Tenant’s Operating Expense Share for such calendar year as shown on the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”). However, (A) Landlord, by notice to Tenant, may, at any time and from From time to time during any calendar year, reduce Landlord may estimate and re­ estimate the amount Excess to be due by Tenant for that calendar year and deliver a copy of the Monthly Estimated OE Payment estimate or re­ estimate to Tenant. Thereafter, the monthly installments of Excess payable by Tenant shall be appropriately adjusted in accordance with the estimations so that, by the end of the calendar year in question, Tenant shall have paid all of the Excess as estimated by Landlord. Any amounts paid based on such an estimate shall be subject to adjustment pursuant to this Section 4.(b) when actual Basic Cost is available for such each calendar year. in the event that the Building is not fully leased during any calendar year, Landlord may make appropriate adjustments to the Basic Cost to adjust such expenses to a 95% leased basis, and (B) such adjusted expenses shall be used for purposes of this Section 4(b). ​ For the balance purposes of the first calendar year occurring within the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004this Section 4.(b), the Monthly Estimated OE Payments term "Basic Cost" shall be mean all expenses and disbursements of every kind (subject to the limitations set forth below) which Landlord incurs, pays or becomes obligated to pay in connection with the ownership, operation, and maintenance of the Project, determined in accordance with generally accepted federal income tax basis accounting principles consistently applied, including but not limited to the following: (I) Wages and salaries (including management fees) of all employees engaged in the amount set forth on Exhibit C heretooperation, repair, replacement, maintenance, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for any calendar year which ends later than the last day security of the TermProject, the Monthly Estimated OE Payments shall be made only for calendar months during such calendar year occurring within the Term. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________including taxes, insurance and benefits relating thereto;

Operating Expenses. (a) For In addition to the payment of Base Rent, during each calendar year occurring during of the Term, Term following the calendar year 2019 (“Base Year”) Tenant shall pay to Landlord, Landlord as Additional Rent, an amount equal to additional rent Tenant’s Occupancy Percentage Share of any increase in Operating Expenses paid or incurred by Landlord during such calendar year (“Increased Operating Expenses”) which are in excess of the Operating Expenses for such calendar year as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”). However, (i) for the first calendar year occurring within the Term (i.e., the calendar year commencing on January 1, 2004 and ending on December 31, 2004), Operating Expenses shall be deemed to consist only of amounts paid or incurred onby Landlord for the Base Year. Landlord may, at or subsequent to, after the Commencement Date, and (ii) for start of any calendar year which ends later than subsequent to the last day Base Year, notify Tenant of the Term, the amount which Landlord estimates will be Tenant’s Operating Expense Share shall be prorated to correspond to that portion of such calendar year occurring within the Term. (b) Tenant shall pay Tenant’s Operating Expense Share for each such calendar year pursuant to the following provisions: (1) For each calendar month occurring during any such calendar year, Tenant, on the first (1st) day of such calendar month, shall make a payment on account of Tenant’s Operating Expense Share equal to one-twelfth (1/12th) of Landlord’s good-faith estimate of Tenant’s Operating Expense Share for such calendar year as shown on the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”). However, (A) Landlord, by notice to Tenant, may, at any time and from time to time during any calendar year, reduce the amount of the Monthly Estimated OE Payment Increased Operating Expenses for such calendar year, and Tenant shall pay to Landlord monthly in advance, at the time and place that monthly Base Rent is payable under this Lease, one-twelfth (B1/12) for the balance of such estimate. Landlord may, from time to time, reasonably revise Landlord’s estimate of Increased Operating Expenses by written notice to Tenant and Tenant shall pay Tenant’s Share based upon such revised estimate. Landlord shall provide Tenant with an annual Statement (“Statement”) of the first actual Increased Operating Expenses incurred or paid by Landlord for each calendar year occurring subsequent to the Base Year within the Term one hundred twenty (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments shall be in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st120) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for any calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments shall be made only for calendar months during such calendar year occurring within the Term. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled days after the end of each calendar year, or as soon thereafter as reasonably practical. If Tenant’s Share of Increased Operating Expenses as shown on such Statement is greater or less than the total estimated amounts actually paid by Tenant with respect to the calendar year covered by such Statement, then within thirty (30) days after receipt of the Statement, Tenant shall pay in cash any sums owed to Landlord or, if applicable, Tenant shall receive a credit against Tenant’s Share of Increased Operating Expenses next accruing for any sum overpaid by Tenant. Following expiration of the calendar year in which the Term expires or during which this Lease is terminated, Landlord shall give a final Statement to Tenant for such portion of the calendar year within one hundred twenty (120) days after the end of the Term. If Tenant’s Share of any Increased Operating Expenses as provided in shown on the final Statement is greater or less than the total amount of Increased Operating Expenses actually paid by Tenant with respect to the calendar year covered by the final Statement, then within thirty (30) days after the delivery of the Statement to Tenant the appropriate party shall pay to the other party any sums owed. Landlord may invoice Tenant monthly and Tenant shall pay its pro rata share of such Increased Operating Expenses within ten (10) days of invoice. The obligations of Landlord and Tenant under this Section 2.2(f). ________________________________________________________________________________________________________________________shall survive the expiration or sooner termination of this Lease.