Lease Agreement between CFH Realty II/Glenville, L.P. and Avanex Corporation for the building at 1801 N. Glenville Drive, Richardson, Texas dated August 9, 2000.

Exhibit 10.36

Lease Agreement between CFH Realty II/Glenville, L.P. and Avanex Corporation for the building at 0000 X. Xxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxx dated August 9, 2000.

Lease Date:

July 24, 2000

Tenant:

Avanex Corporation, a Delaware corporation

Tenant's Address:

0000 X. Xxxxxxxxx Xxxxx Xxxxxxxxxx, Xxxxx 00000

Landlord: CFH Realty II/Glenville, L.P., a Texas limited partnership

Landlord's Address:                                with a copy to:
                    CFH Realty II/Glenville, L.P.  Stream Realty Partners, L.P.
                    x/x Xxxx Xxxxxxxx              0000 Xxxxx Xxxxxxx Xxxxxxxxxx
                    0000 XxXxxxxx Xxxxxx,          Xxxxx 000
                    Xxxxx 0000                     Xxxxxx, Xxxxx 00000
                    Xxxxxx, XX 00000               Attn.: Property Manager
                    Attn.: X. Xxx Xxxxxxx

Premises: Approximately 43,655 rentable square fee ("PREMISES") comprising the entire two-story office building (the "BUILDING") located on that certain real property commonly known as 0000 X. Xxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxx Xxxxxx, Xxxxx, as more particularly described on Exhibit A (the "LAND").

Term: 120 months, commencing 60 days after delivery of the Base Building (as defined in Exhibit D) (the "COMMENCEMENT DATE") and ending at 5:00 p.m. 120 months after the Commencement Date, subject to adjustment and earlier termination as provided in the Lease. Tenant has the right to extend the Term in accordance with Exhibit F.

Lease Year: The 12 month period commencing on the Commencement Date and ending 12 months less 1 day thereafter, and each anniversary of the date such period commenced, or, for any period in which fewer than 12 months remain in the Term after any such anniversary, the period commencing on such anniversary date through the last day of the Term.

Basic Rental: $67,301.46 per month (net of utilities), which is based on an annual Basic Rental of $18.50 per rentable square foot for months 1-60 and $71,848.85 per month (net of utilities), which is based on an annual Basic Rental of $19.75 per rentable square foot for months 61-120.

Security Deposit: $71,848.85.

Rent: Basic Rental, Utility Costs, Excess, and all other sums that Tenant may owe to Landlord under the Lease.

Permitted Use: General office and light assembly use, subject to applicable zoning restrictions.

Expense Stop: $4.23 per square foot.

Initial

Liability Insurance

Amount: $5,000,000

Maximum $12.00 per rentable square foot, plus up to and Construction additional $40,000.00 for the construction of the Allowance: 2nd floor restrooms.

Credit Enhancement: $1,250,000 Letter of Credit for Lease Years 1-5; $1,000,000 Letter of Credit for Lease Year 6; $750,000 Letter of Credit for Lease Year 7; $500,000 Letter of Credit for Lease Year 8; $250,000 Letter of Credit for Lease Year 9.

The foregoing Basic Lease Information is incorporated into and made a part of the Lease identified above. If any conflict exists between any Basic Lease Information and the Lease, then the Lease shall control.

LANDLORD:

CFH REALTY II/GLENVILLE, L.P., a Texas limited partnership

By: CH Realty Investors II GP, LLC, a Delaware limited liability company, General Partner

By: Crow Holdings Managers, L.L.C., a Texas limited liability company, Manager

By: /s/ XXXXX XXXXXXXX

------------------------------

Name: Xxxxx Xxxxxxxx

------------------------

Title: Vice President

-----------------------

TENANT:

AVANEX CORPORATION, a Delaware corporation

By: /s/ XXXXX XXXX

-------------------------------------------------

Name:

------------------------------------------------

Title:

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TABLE OF CONTENTS

Page

DEFINITIONS AND BASIC PROVISIONS......................................... 1

LEASE GRANT.............................................................. 1

TERM..................................................................... 1

RENT..................................................................... 1

(a) Payment........................................................... 1

(b) Utility Costs..................................................... 1

DELINQUENT PAYMENT; HANDLING CHARGES..................................... 0

SECURITY DEPOSIT......................................................... 2

LANDLORD'S OBLIGATIONS................................................... 2

(a) Services.......................................................... 2

(b) Discontinuance.................................................... 2

IMPROVEMENTS; ALTERATIONS; REPAIRS; MAINTENANCE.......................... 3

(a) Improvements; Alterations......................................... 3

(b) Repairs; Maintenance.............................................. 3

(d) Mechanic's Liens.................................................. 4

USE...................................................................... 4

ASSIGNMENT AND SUBLETTING................................................ 4

(a) Transfers; Consent................................................ 4

(b) Permitted Transfers............................................... 5

(d) Additional Compensation........................................... 5

INSURANCE, WAIVERS; SUBROGATION; INDEMNITY............................... 5

(a) Insurance......................................................... 5

(b) Waiver of Negligence Claims; No Subrogation....................... 6

SUBORDINATION ATTORNMENT; NOTICE TO LANDLORD'S MORTGAGEE................. 6

(a) Subordination..................................................... 6

(b) Attornment........................................................ 6

RULES AND REGULATIONS.................................................... 7

CONDEMNATION........................................................... 7

(a) Taking - Termination............................................ 7

(b) Taking - Rent Reduction......................................... 7

(d) Award........................................................... 7

FIRE OR OTHER CASUALTY................................................. 7

(a) Notice.......................................................... 7

(b) Landlord's Rights............................................... 7

(d) Tenant's Rights................................................. 8

TAXES.................................................................. 8

EVENTS OF DEFAULT...................................................... 8

REMEDIES............................................................... 9

PAYMENT BY TENANT; NON-WAIVER.......................................... 9

(a) Payment by Tenant............................................... 9

(b) No Waiver....................................................... 10

SURRENDER OF PREMISES.................................................. 10

HOLDING OVER........................................................... 10

CERTAIN RIGHTS RESERVED BY LANDLORD ................................... 10

HAZARDOUS SUBSTANCES................................................... 11

(a) Hazardous Substances............................................ 11

(b) Tenant's Restrictions........................................... 11

(d) Tenant's Indemnity.............................................. 11

PARKING................................................................ 12

MISCELLANEOUS.......................................................... 12

(a) Landlord Transfer............................................... 12

(b) Landlord's Liability............................................ 12

(d) Brokerage....................................................... 12

(e) Estoppel Certificates........................................... 12

(f) Notices......................................................... 12

(g) Separability.................................................... 12

(h) Amendments; and Binding Effect.................................. 12

(i) Quiet Enjoyment................................................. 13

(j) Joint and Several Liability..................................... 13

(k) Captions........................................................ 13

(l) No Merger....................................................... 13

(m) No Offer......................................................... 13

(n) Exhibits......................................................... 13

(o) Entire Agreement................................................. 13

(p) Credit Enhancement............................................... 13

SPECIAL PROVISIONS...................................................... 14

LIST OF DEFINED TERMS

Page

Affiliate................................................................... 6

Annual Cost Statement....................................................... C-1

Authorities................................................................. 11

Basic Lease Information..................................................... 1

Basic Cost.................................................................. C-1

Building.................................................................... i

Commencement Date........................................................... i

Construction Allowance...................................................... D-2

Deed of Trust............................................................... G-1

Event of Default............................................................ 8

Excess...................................................................... C-1

Expense Stop................................................................ C-1

Initial Liability Insurance Amount.......................................... 5

Land........................................................................ i

Landlord.................................................................... 1

Landlord.................................................................... G-1

Landlord's Mortgagee........................................................ 6

Laws........................................................................ 11

Lease....................................................................... 1

Lease....................................................................... G-1

Lender...................................................................... G-1

Letter of Credit............................................................ 13

Loan........................................................................ G-1

Loss........................................................................ 6

Mortgage.................................................................... 6

Parking Facilities.......................................................... E-1

Permitted Transfer.......................................................... 5

Premises.................................................................... i

Primary Lease............................................................... 6

Property.................................................................... G-1

substantial completion...................................................... D-2

substantially complete...................................................... D-2

Taxes....................................................................... C-1

Tenant...................................................................... 1

Tenant...................................................................... G-1

Total Construction Costs.................................................... D-2

Transfer.................................................................... 4

Utility Costs............................................................... 1

Work........................................................................ D-1

LEASE

THIS LEASE (this "LEASE") is entered into this ___ day of July, 2000, between CFH Realty II/Glenville, L.P., a Texas limited partnership ("LANDLORD"), and Avanex Corporation, a Delaware corporation ("TENANT").

DEFINITIONS AND BASIC PROVISIONS

1. The definitions and basic provisions set forth in the Basic Lease Information (the "BASIC LEASE INFORMATION") executed by Landlord and Tenant contemporaneously herewith are incorporated herein by reference for all purposes.

LEASE GRANT

2. Subject to the terms of this Lease, Landlord leases to Tenant, and Tenant leases from Landlord, the Premises.

TERM

3. If the Commencement Date is not the first day of a calendar month,

then the Term shall be extended by the time between the Commencement Date and

the first day of the next month. If this Lease is executed before the Premises

become vacant or otherwise available and ready for occupancy by Tenant, or if

any present occupant of the Premises holds over and Landlord cannot acquire

possession of the Premises before the Commencement Date, then (i) Tenant's

obligation to pay Rent hereunder shall be waived until Landlord tenders

possession of the Premises to Tenant, (ii) the Term shall be extended by the

time between the scheduled Commencement Date and the date on which Landlord

tenders possession of the Premises to Tenant (which date will then be defined as

the Commencement Date), (iii) Landlord shall not be in default hereunder or be

liable for damages therefor, and (iv) Tenant shall accept possession of the

Premises when Landlord tenders possession thereof to Tenant. By occupying the

Premises, Tenant shall be deemed to have accepted the Premises in their

condition as of the date of such occupancy, subject to the performance of

punch-list items that remain to be performed by Landlord, if any. Tenant shall

execute and deliver to Landlord, within ten days after Landlord has requested

same, a letter confirming (i) the Commencement Date, (ii) that Tenant has

accepted the Premises, and (iii) that Landlord has performed all of its

obligations with respect to the Premises (except for punch-list items specified

in such letter). If Landlord has not delivered the Base Building on or before

December 31, 2000, Tenant may terminate this Lease upon notice to Landlord prior

to the date Landlord delivers the Base Building to Tenant.

RENT

4. (a) PAYMENT. Tenant shall timely pay to Landlord the Basic Rental

and all additional sums to be paid by Tenant to Landlord under this Lease,

including the amounts set forth in Exhibit C, without deduction or set off, at

Landlord's Address (or such other address as Landlord may from time to time

designate in writing to Tenant). Basic Rental, adjusted as herein provided,

shall be payable monthly in advance. The first monthly installment of Basic

Rental shall be payable contemporaneously with the execution of this Lease;

thereafter, monthly installments of Basic Rental shall be due on the first day

of the second calendar month immediately following the earlier to occur of (i)

sixty (60) days after the Lease Date and (ii) the date Tenant occupies the

Premises, which installment shall also contain any prorated amounts due if such

date does not fall on the first day of said month. Monthly installments shall

continue on the first day of each succeeding calendar month during the Term.

Basic Rental for any fractional month at the beginning of the Term shall be

prorated based on 1/365 of the current annual Basic Rental for each day of the

partial month this Lease is in effect, and shall be due on the Commencement

Date.

(b) UTILITY COSTS. All utilities, including without limitation, the

Building water (both hot and cold) and electricity (to include cost of

electricity for Landlord to provide HVAC) will be separately metered in

TENANT'S name and Tenant shall pay the cost of all utilities used by the

Building ("UTILITY COSTS"). The Utility Costs shall be payable directly to the

provider of such utility.

DELINQUENT PAYMENT;

5. All payments required of Tenant hereunder shall bear interest from

the date due until paid at the lesser of the Prime Rate (as defined in Section

18.(a)) or the maximum lawful rate. Alternatively, Landlord may charge

HANDLING Tenant a fee equal to 5% of any delinquent payment to

CHARGES reimburse Landlord for its cost and inconvenience incurred

as a consequence of Tenant's delinquency within 5 days

after Landlord has delivered to Tenant written notice of

such delinquency; however, after Landlord has notified

Tenant of a delinquency twice during the Term, Landlord

may, without delivering to Tenant notice of such

delinquency, charge Tenant such 5% fee immediately upon

any future delinquency. In no event, however, shall the

charges permitted under this Section 5 or elsewhere in

this Lease, to the extent the same are considered to be

interest under applicable law, exceed the maximum lawful

rate of interest.

SECURITY 6. Contemporaneously with the execution of this

DEPOSIT Lease, Tenant shall pay to Landlord, in immediately

available funds, the Security Deposit, which shall be held

by Landlord without liability for interest and as security

for the performance by Tenant of its obligations under

this Lease. The Security Deposit is not an advance payment

of Rent or a measure or limit of Landlord's damages upon

an Event of Default (defined below). Landlord may, from

time to time and without prejudice to any other remedy,

use all or a part of the Security Deposit to perform any

obligation which Tenant was obligated, but failed, to

perform hereunder. Following any such application of the

Security Deposit, Tenant shall pay to Landlord on demand

the amount so applied in order to restore the Security

Deposit to its original amount. Within a reasonable time

after the Term ends, provided Tenant has performed all of

its obligations hereunder, Landlord shall return to Tenant

the balance of the Security Deposit not applied to satisfy

Tenant's obligations. If Landlord transfers its interest

in the Premises, then Landlord may assign the Security

Deposit to the transferee and Landlord thereafter shall

have no further liability for the return of the Security

Deposit.

LANDLORD'S 7. (a) SERVICES. Subject to the provisions of Section

OBLIGATIONS 4.(b), Landlord shall use all reasonable efforts to

furnish to Tenant (i) water (hot and cold) at those points

of supply provided for general use of tenants of the

Building; (ii) heated and refrigerated air conditioning

which is currently provided 24 hours per day, at such

temperatures and in such amounts as are reasonably

considered by Landlord to be standard; however, Landlord

reserves the right to change such service to provide heat

and refrigerated air conditioning to such times as

reasonably considered by Landlord to be standard; (iii)

janitorial service and maintenance to the outside of the

Building and Parking Facilities (as hereinafter defined)

on weekdays other than holidays for Building-standard

installations (Landlord reserves the right to xxxx Tenant

separately for extra janitorial service required for

non-standard installations) and such window washing as may

from time to time in Landlord's judgment be reasonably

required; (iv) elevators for access to the second floor in

common with other tenants, if applicable, provided that

Landlord may reasonably limit the number of elevators to

be in operation at times other than during customary

business hours and on holidays; (v) replacement of

Building-standard light bulbs and fluorescent tubes,

provided that Landlord's standard charge for such bulbs

and tubes shall be paid by Tenant; and (vi) electrical

current to the Building during all hours other than for

computers (other than personal computers), electronic data

processing equipment, special lighting, equipment that

requires more than 110 volts, or other equipment whose

electrical energy consumption exceeds normal office usage.

Landlord shall maintain the common areas of the Building

in reasonably good order and condition. If Tenant desires

any of the services specified in this Section 7.(a) at any

time other than times herein designated, as may be changed

from time to time, such services shall be supplied to

Tenant upon the written request of Tenant delivered to

Landlord before 3:00 p.m. on the business day preceding

such extra usage, and Tenant shall pay to Landlord the

cost of such services within 10 days after Landlord has

delivered to Tenant an invoice therefor.

(b) DISCONTINUANCE. Landlord's obligation to

furnish services under Section 7.(a) shall be subject to

the rules and regulations of the supplier of such services

and governmental rules and regulations. Landlord may, upon

not less than 30-days' prior written notice to Tenant,

discontinue any such service to the Premises, provided

Landlord first arranges for a direct connection thereof

through the supplier of such service. Tenant shall,

however, be responsible for contracting with the supplier

of such service and for paying all deposits for, and

Landlord shall pay all costs relating to the installation

of such service.

use reasonable efforts to restore any service that becomes

unavailable; however, such unavailability shall not render

Landlord liable for any damages caused thereby, be a constructive

eviction of Tenant, constitute a breach of any implied warranty,

or, except as provided in the next sentence, entitle Tenant to

any abatement of Tenant's obligations hereunder. However, if

Tenant is prevented from making reasonable use of the Premises

for more than 30 consecutive days because of the unavailability

of any such service, Tenant shall, as its exclusive remedy

therefor, be entitled to a reasonable abatement of Rent for each

consecutive day (after such 30-day period) that Tenant is

so-prevented from making reasonable use of the Premises.

IMPROVEMENTS; 8. (a) IMPROVEMENTS; ALTERATIONS. Initial Improvements to

ALTERATIONS; the Premises, shall be installed in accordance with Exhibit D.

REPAIRS; Improvements to the Premises shall be installed at the expense

MAINTENANCE of Tenant only in accordance with plans and specifications

submitted to and approved in writing by Landlord. After the

initial Tenant Improvements are made, no alterations or physical

additions in or to the Premises may be made without Landlord's

prior written consent. Tenant may, subject to applicable law and

Landlord's reasonable approval and management, install signage at

the Premises. All alterations, additions, or improvements

(whether temporary or permanent in character, and including

without limitation all air-conditioning equipment and all other

equipment that is in any manner connected to the Building's

plumbing system) made in or upon the Premises, either by Landlord

or Tenant, shall be Landlord's property at the end of the Term

and shall remain on the Premises without compensation to Tenant.

Approval by Landlord of any Tenant's drawings and plans and

specifications prepared in connection with any improvements in

the Premises shall not constitute a representation or warranty of

Landlord as to the adequacy or sufficiency of such drawings,

plans and specifications, or the improvements to which they

relate, for any use, purpose, or condition, but such approval

shall merely be the consent of Landlord as required hereunder.

Notwithstanding anything in this Lease to the contrary, Tenant

shall be responsible for the cost of all work required to comply

with the retrofit requirements of the Americans with Disabilities

Act of 1990 ("ADA") or other applicable laws pertaining to

accessibility of the Premises by disabled or handicapped persons,

and all rules, regulations, and guidelines promulgated

thereunder, as the same may be amended from time to time,

necessitated by any installations, additions, or alterations made

in or to the Premises at the request of or by Tenant or by

Tenant's use of the Premises (other than retrofit work to the

Building that is outside the Premises whose cost has been

particularly identified as being payable by Landlord in an

instrument signed by Landlord and Tenant), regardless of whether

such cost is incurred in connection with retrofit work required

in the Premises, including the Work (as defined in Exhibit D) or

in other areas of the Building. Notwithstanding the foregoing,

Tenant shall have the right to construct non-structural

alterations and improvements to the Premises without Landlord's

prior approval, if the cost of any alteration project does not

exceed $25,000. Upon Tenant's written request delivered with

notice to Landlord of, or request for consent from Landlord for,

improvements or alterations, Landlord shall advise Tenant in

writing whether Landlord will require Tenant to remove any

alterations or improvements upon termination of this Lease.

Tenant's furniture, equipment and other personal property

installed in the Premises shall at all times be Tenant's

property, and Tenant may remove any or all of such property from

the Premises at any time and from time to time provided that

Tenant repairs all damages caused by such removal.

(b) REPAIRS; MAINTENANCE. Tenant shall maintain the

Premises in a clean, safe, operable, attractive condition, and

shall not permit or allow to remain any waste or damage to any

portion of the Premises. Landlord shall, at its own expense,

maintain the structure and foundation of the Building and

Landlord shall, subject to reimbursement by Tenant as provided in

Exhibit C, maintain the roof of the Building and the electrical,

mechanical, plumbing and HVAC systems of the Building. Tenant

shall repair or replace, subject to Landlord's direction and

supervision, any damage to the Building caused by Tenant or

Tenant's agents, contractors, or invitees. If Tenant fails to

make such repairs or replacements within 15 days after the

occurrence of such damage, then Landlord may make the same at

Tenant's cost. In lieu of having Tenant repair any such damage

outside of the Premises, Landlord may repair such damage at

Tenant's cost. The cost of any repair or replacement work

performed by Landlord under this Section 8 shall be paid by

Tenant to Landlord within ten days after Landlord has delivered

to Tenant an invoice therefor.

Section 8 shall be performed only by Tenant or by contractors and

subcontractors approved in writing by Landlord, which approval

shall not be unreasonably withheld. Tenant shall cause all

contractors and subcontractors to procure and maintain insurance

coverage against such risks, in such amounts, and with such

companies as Landlord may reasonably require, and to procure

payment and performance bonds reasonably satisfactory to Landlord

covering the cost of the work. All such work shall be performed

in accordance with all legal requirements and in a good and

workmanlike manner so as not to damage the Premises, the primary

structure or structural qualities of the Building, or plumbing,

electrical lines, or other utility transmission facility. All

such work which may affect the HVAC, electrical system, or

plumbing must be approved by the Building's engineer of record.

(d) MECHANIC'S LIENS. Tenant shall not permit any

mechanic's liens to be filed against the Building for any work

performed, materials furnished, or obligation incurred by or at

the request of Tenant. If such a lien is filed, then Tenant

shall, within 10 days after Landlord has delivered notice of the

filing to Tenant, either pay the amount of the lien or diligently

contest such lien and deliver to Landlord a bond or other

security reasonably satisfactory to Landlord. If Tenant fails to

timely take either such action, then Landlord may pay the lien

claim without inquiry as to the validity thereof, and any amounts

so paid, including expenses and interest, shall be paid by Tenant

to Landlord within 10 days after Landlord has delivered to Tenant

an invoice therefor.

9. Tenant shall continuously occupy and use the Premises

only for the Permitted Use and shall comply with all laws,

orders, rules, and regulations relating to the Permitted Use,

condition, and occupancy of the Premises. The Premises shall not

be used for any use which is disreputable or creates

extraordinary fire hazards or results in an increased rate of

insurance on the Building or its contents or the storage of any

hazardous materials or substances. If, because of Tenant's acts,

the rate of insurance on the Building or its contents increases,

then Tenant shall pay to Landlord the amount of such increase on

demand, and acceptance of such payment shall not constitute a

waiver of any of Landlord's other rights. Tenant shall conduct

its business and control its agents, employees, and invitees in

such a manner as not to create any nuisance or interfere with

other tenants or Landlord in its management of the Building.

ASSIGNMENT 10. (a) TRANSFERS; CONSENT. Tenant may with the prior

AND written consent of Landlord (which Landlord shall not

SUBLETTING unreasonably withhold or delay), (i) advertise that any portion

of the Premises is available for lease, (ii) assign or transfer

this Lease, or (iii) sublet any portion of the Premises (any of

the events listed in Sections 10.(a)(ii) through 10.(a)(iii)

being a "TRANSFER"). Landlord shall not unreasonably withhold its

consent to any assignment or subletting of the Premises to a

party which (i) has a good credit standing and may reasonably be

expected to fulfill the obligations of Tenant hereunder, (ii) has

a good reputation in the business community, and (iii) will use

the Premises for the purposes herein stated. If Tenant requests

Landlord's consent to a Transfer, then Tenant shall provide

Landlord with a written description of all terms and conditions

of the proposed Transfer, copies of the proposed documentation,

and the following information about the proposed transferee: name

and address; reasonably satisfactory information about its

business and business history; its proposed use of the Premises;

banking, financial and other credit information; and general

references sufficient to enable Landlord to determine the

proposed transferee's creditworthiness and character. Tenant

shall reimburse Landlord for its attorneys' fees and other

expenses incurred in connection with considering any request for

its consent to a Transfer. If Landlord consents to a proposed

Transfer, the proposed transferee shall deliver to Landlord a

written agreement whereby it expressly assumes the Tenant's

obligations hereunder; however, any transferee of less than all

of the space in the Premises shall be liable only for obligations

under this Lease that are properly allocable to the space subject

to the Transfer, and only to the extent of the rent it has agreed

to pay Tenant therefor. Landlord's consent to a Transfer shall

not release Tenant from performing its obligations under this

Lease, but rather Tenant and its transferee shall be jointly and

severally liable therefor. Landlord's consent to any Transfer

shall not waive Landlord's rights as to any subsequent Transfers.

If an Event of Default occurs while the Premises or any part

thereof are subject to a Transfer, then Landlord, in addition to

its other remedies, may collect directly from such transferee all

rents

becoming due to Tenant and apply such rents against Rent and

Tenant authorizes its transferees to make payments of Rent

directly to Landlord upon receipt of notice from Landlord to do

so.

(b) PERMITTED TRANSFERS. Notwithstanding the foregoing,

Tenant may Transfer all or part (a "PERMITTED TRANSFER") of its

interest in this Lease or all or part of the Premises to the

following types of entities without the written consent of

Landlord:

(i) any person or entity who or which controls, is

controlled by, or is under common control with Tenant, provided

the net worth of such person or entity is not less than the net

worth of Tenant as of the date hereof;

(ii) any corporation in which or with which Tenant,

or its corporate successors or assigns, is merged or

consolidated, in accordance with applicable statutory provisions

governing merger and consolidation of corporations, so long as

(A) Tenant's obligations hereunder are assumed by the

corporation surviving such merger or created by such

consolidation; and (B) the net worth of the surviving or created

corporation is not less than the net worth of Tenant as of the

date hereof; or

(iii) any corporation acquiring all or substantially

all of Tenant's assets if such corporation's net worth after

such acquisition is not less than the net worth of Tenant as of

the date hereof.

Upon the occurrence of a Permitted Transfer, Tenant shall

immediately notify Landlord of such Permitted Transfer.

submission of Tenant's written request for Landlord's consent to

a Transfer, cancel this Lease (or, as to a subletting or

assignment, cancel as to the portion of the Premises proposed to

be sublet or assigned) as to that portion of the Premises sought

to be transferred as of the date the proposed Transfer was to be

effective; provided that, Landlord shall give 30 days written

notice to Tenant of Landlord's intent to terminate the Lease,

during which time Tenant shall have the option to withdraw its

written request for Landlord's consent to Transfer upon notice

to Landlord prior to the expiration of such 30 day period.

Notwithstanding the foregoing, Landlord shall have no right to

cancel this Lease as provided in this Section 10.(c) during the

1st Lease Year if Tenant subleases 22,000 rentable square feet

or less, subject to the provisions of Section 10.(a). If Landlord

cancels this Lease as to any portion of the Premises, then this

Lease shall cease for such portion of the Premises and Tenant

shall pay to Landlord all Rent accrued through the cancellation

date relating to the portion of the Premises covered by the

proposed Transfer. Thereafter, Landlord may lease such portion

of the Premises to the prospective transferee (or to any other

person) without liability to Tenant.

(d) ADDITIONAL COMPENSATION. Tenant shall pay to Landlord,

immediately upon receipt thereof, one-half of all compensation

received by Tenant for a Transfer or Permitted Transfer that

exceeds the Basic Rental, Utility Costs and Excess, after first

subtracting the reasonable cost of tenant improvements paid for

by Tenant, and brokerage fees.

INSURANCE; 11. (a) INSURANCE. Tenant shall at its expense procure and

WAIVERS; maintain throughout the Term the following insurance policies:

SUBROGATION; (i) comprehensive general liability insurance in amounts of not

INDEMNITY less than a combined single limit of $3,000,000 (the "INITIAL

LIABILITY INSURANCE AMOUNT") or such other amounts as Landlord

may from time to time reasonably require, insuring Tenant,

Landlord, Landlord's agents and their respective affiliates

against all liability for injury to or death of a person or

persons or damage to property arising from the use and occupancy

of the Premises, (ii) contractual liability insurance coverage

sufficient to cover Tenant's indemnity obligations hereunder,

(iii) insurance covering the full value of Tenant's property and

improvements, and other property (including property of others),

in the Premises, (iv) worker's compensation insurance, containing

a waiver of subrogation endorsement reasonably acceptable to

Landlord, and (v) business interruption insurance. Tenant's

insurance shall provide primary coverage to Landlord when any

policy issued to Landlord provides duplicate or similar

coverage, and in such circumstance Landlord's policy will be

excess over Tenant's policy. Tenant shall furnish certificates

of such insurance and such other evidence satisfactory to

Landlord of the maintenance of all insurance coverages required

hereunder, and Tenant shall obtain a written obligation on the

part of each insurance company to notify Landlord at least 30

days before cancellation or a material change of any such

insurance. All such insurance policies shall be in form, and

issued by companies, reasonably satisfactory to Landlord. The

term "AFFILIATE" shall mean any person or entity which, directly

or indirectly, controls, is controlled by, or is under common

control with the party in question.

(b) WAIVER OF NEGLIGENCE CLAIMS; NO SUBROGATION.

Landlord shall not be liable to Tenant or those claiming by,

through, or under Tenant for any injury to or death of any

person or persons or the damage to or theft, destruction, loss,

or loss of use of any property or inconvenience (a "LOSS")

caused by casualty, theft, fire, third parties, or any other

matter (including Losses arising through repair or alteration of

any part of the Building, or failure to make repairs, or from

any other cause), REGARDLESS OF WHETHER THE NEGLIGENCE OF ANY

PARTY CAUSED SUCH LOSS IN WHOLE OR IN PART. Landlord and Tenant

each waives any claim it might have against the other for any

damage to or theft, destruction, loss, or loss of use of any

property, to the extent the same is insured against under any

insurance policy that covers the Building, the Premises,

Landlord's or Tenant's fixtures, personal property, leasehold

improvements, or business, or, in the case of Tenant's waiver,

is required to be insured against under the terms hereof,

REGARDLESS OF WHETHER THE NEGLIGENCE OR FAULT OF THE OTHER PARTY

CAUSED SUCH LOSS; HOWEVER, LANDLORD'S WAIVER SHALL NOT INCLUDE

ANY DEDUCTIBLE AMOUNTS ON INSURANCE POLICIES CARRIED BY LANDLORD

OR APPLY TO ANY COINSURANCE PENALTY WHICH LANDLORD MIGHT

SUSTAIN. Each party shall cause its insurance carrier to endorse

all applicable policies waiving the carrier's rights of recovery

under subrogation or otherwise against the other party.

defend, indemnify, and hold harmless Landlord and its agents

from and against all claims, demands, liabilities, causes of

action, suits, judgments, and expenses (including attorneys'

fees) for any Loss arising from any occurrence on the Premises

or from Tenant's failure to perform its obligations under this

Lease (other than a Loss arising from the sole or gross

negligence of Landlord or its agents), even though caused or

alleged to be caused by the joint, comparative, or concurrent

negligence or fault of Landlord or its agents, and even though

any such claim, cause of action, or suit is based upon or

alleged to be based upon the strict liability or Landlord or its

agents. THIS INDEMNITY PROVISION IS INTENDED TO INDEMNIFY

LANDLORD AND ITS AGENTS AGAINST THE CONSEQUENCES OF THEIR OWN

NEGLIGENCE OR FAULT AS PROVIDED ABOVE WHEN LANDLORD OR ITS

AGENTS ARE JOINTLY, COMPARATIVELY, OR CONCURRENTLY NEGLIGENT

WITH TENANT. This indemnity provision shall survive termination

or expiration of this Lease.

SUBORDINATION 12. (a) SUBORDINATION. This Lease shall be subordinate

ATTORNMENT; to any deed of trust, mortgage, or other security instrument (a

NOTICE TO "MORTGAGE"), or any ground lease, master lease, or primary lease

LANDLORD'S (a "PRIMARY LEASE"), that hereafter covers all or any part of

MORTGAGEE the Premises (the mortgagee under any Mortgage or the lessor

under any Primary Lease is referred to herein as "LANDLORD'S

MORTGAGEE"). Tenant agrees to execute and deliver to Landlord a

non-disturbance agreement substantially in the form of

Exhibit G.

(b) ATTORNMENT. Tenant shall attorn to any party

succeeding to Landlord's interest in the Premises, whether by

purchase, foreclosure, deed in lieu of foreclosure, power of

sale, termination of lease, or otherwise, upon such party's

request, and shall execute such agreements confirming such

attornment as such party may reasonably request.

seek to enforce any remedy it may have for any default on the

part of the Landlord without first giving written notice by

certified mail, return receipt requested, specifying the default

in reasonable detail, to any Landlord's Mortgagee whose address

has been given to Tenant, and affording such Landlord's

Mortgagee a reasonable opportunity to perform Landlord's

obligations hereunder.

RULES AND 13. Tenant shall comply with the rules and

REGULATIONS regulations of the Building which are attached hereto as

Exhibit B. Landlord may, from time to time, change such

rules and regulations for the safety, care, or cleanliness

of the Building and related facilities, provided that such

changes are applicable to all tenants of the Building and

will not unreasonably interfere with Tenant's use of the

Premises. Tenant shall be responsible for the compliance

with such rules and regulations by its employees, agents,

and invitees.

CONDEMNATION 14. (a) TAKING - TERMINATION. If 30% or more of the

floor area of the Building should be taken for any public

or quasi-public use under any governmental law, ordinance

or regulation or by right of eminent domain or by private

purchase in lieu thereof Landlord may terminate this Lease

upon notice to Tenant, effective on the date physical

possession of the Building is taken by the condemning

authority. If Landlord does not elect to terminate this

Lease, Basic Rental shall be reduced as provided in Section

14.(b).

(b) TAKING - RENT REDUCTION. If less than 30% of the

floor area of the Building should betaken for any public or

quasi-public use under any governmental law, ordinance or

regulation or by right of eminent domain or by private

purchase in-lieu thereof, this Lease shall not terminate;

however, the Basic Rental payable hereunder during the

unexpired portion of this Lease shall be reduced in

proportion to the area of the Premises taken, if any,

effective on the date physical possession of the Premises

is taken by the condemning authority. Following such

partial taking, Landlord shall make all necessary repairs

or alterations to the remaining premises required to make

the remaining portions of the Premises an architectural

whole.

should be taken as aforesaid, this Lease shall not

terminate, nor shall the Basic Rental be reduced, except

that either Landlord or Tenant may terminate this Lease if

the parking area remaining following such taking shall be

less than 70% of the area of the parking area immediately

prior to the taking and Landlord does not provide

reasonable alternative parking. Any election to terminate

this Lease in accordance with this Section 14.(c) shall be

evidenced by written notice of termination delivered to the

other party within thirty (30) days after date physical

possession of the Premises is taken by condemning

authority.

(d) AWARD. All compensation awarded for any taking

(or the proceeds of private sale in lieu thereof) of the

Premises or parking area shall be the property of Landlord

and Tenant hereby assigns its interest in any such award to

Landlord; provided, however, Landlord shall have no

interest in any award made to Tenant for Tenant's moving

and relocation expenses or for the loss of Tenant's

fixtures and other tangible personal property if a separate

award for such items is made to Tenant as long as such

separate award does not reduce the amount of the award that

would otherwise be awarded to Landlord.

FIRE OR OTHER 15.(a) NOTICE. Tenant shall give immediate written

CASUALTY notice to Landlord of any damage caused to the Premises by

fire or other casualty.

(b) LANDLORD'S RIGHTS. If the Premises are damaged

or destroyed by fire or other casualty insured under

standard fire and extended coverage insurance maintained by

Landlord in accordance with Section 11.(a) and Landlord

does not elect to terminate this Lease as hereinafter

provided, Landlord shall proceed with reasonable diligence

and at its sole cost and expense to rebuild and repair the

Premises. If (a) the Building is destroyed or substantially

damaged by a casualty not covered by Landlord's insurance

or (b) the Building is destroyed or rendered untenantable

in excess of 50% of the rentable square footage of the

Building by a casualty covered by insurance maintained

by Landlord in accordance with Section 11.(a), or (c) the

holder of a mortgage, deed of trust or other lien on the

Building at the time of the casualty elects, pursuant to

such mortgage, deed of trust or other lien, to require the

use of all or part of Landlord's insurance proceeds in

satisfaction of all or part of the indebtedness secured by

the mortgage, deed of trust or other lien, then Landlord

may elect either to (i) terminate this Lease, or (ii)

proceed to rebuild and repair the Premises. Landlord shall

give written notice to Tenant of such election within

60 days after the occurrence of such casualty and, if it

elects to rebuild and repair, shall proceed to do so with

reasonable diligence and at its sole cost and expense.

rebuild and repair under this Section 15 shall in any event

be limited to restoring the Premises to substantially the

condition in which the same existed prior to such casualty,

exclusive of any alterations, additions, improvements,

fixtures and equipment installed by Tenant. Tenant agrees

that promptly after completion of such work by Landlord,

Tenant will proceed with reasonable diligence and at

Tenant's sole cost and expense to restore, repair and

replace all alterations, additions, improvements, fixtures,

signs and equipment installed by Tenant. If Landlord does

not elect to terminate this Lease, or is not entitled to

terminate this Lease following any damage described in this

paragraph, then Landlord shall repair such damage as soon

as reasonably possible at Landlord's expense.

Notwithstanding the foregoing, Landlord shall not have the

right to terminate this Lease if the damage to the Premises

or the Building would cost less 5% of the replacement cost

of the Building.

(d) TENANT'S RIGHTS. If, during the last two (2)

years of the Term, 50% or more of the Premises is

destroyed, Tenant shall also have the right, exercisable by

written notice to be given within thirty (30) days after

the casualty, to terminate this Lease as of the date of

such casualty. If Landlord fails to complete such repairs

within nine (9) months after such casualty, then Tenant may

terminate this Lease upon thirty (30) days notice to

Landlord and this Lease shall terminate after the

expiration of such 30-day period if Landlord has not

completed such repairs.

(e) RENTAL ABATEMENT. Tenant agrees that during any

period of reconstruction or repair of the Premises, it will

continue the operation of its business within the Premises

to the extent practicable. During the period from the

occurrence of the casualty until Landlord's repairs are

completed, the Basic Rental shall be reduced to such extent

as may be fair and reasonable under the circumstances.

TAXES 16. Tenant shall be liable for all taxes levied or

assessed against personal property, furniture, or fixtures

placed by Tenant in the Premises. If any taxes for which

Tenant is liable are levied or assessed against Landlord or

Landlord's property and Landlord elects to pay the same, or

if the assessed value of Landlord's property is increased

by inclusion of such personal property, furniture or

fixtures and Landlord elects to pay the taxes based on such

increase, then Tenant shall pay to Landlord, upon demand,

that part of such taxes for which Tenant is primarily

liable hereunder.

EVENTS OF 17. Each of the following occurrences shall

DEFAULT constitute an "EVENT OF DEFAULT":

(a) Tenant's failure to pay Rent when due and the

continuance of such failure for a period of 5 days after

Landlord has delivered to Tenant written notice thereof;

however, an Event of Default shall occur hereunder without

any obligation of Landlord to give any notice if Landlord

has given Tenant written notice under this Section

17.(a)(i) on more than 2 occasions during the 12-month

interval preceding such failure by Tenant;

(b) Tenant's failure to perform, comply with, or

observe any other agreement or obligation of Tenant under

this Lease and the continuance of such failure for a period

of 30 days after the date Landlord delivers to Tenant

written notice thereof; however, if such failure cannot be

cured with such 30-day period and Tenant commences to cure

such failure within such 30-day period and thereafter

diligently pursues such cure to completion, then such

failure shall not be an Event of Default unless it is not

fully cured within a reasonable time but in no event later

than 75 days following receipt of written notice from

Landlord of such failure;

(the term "Tenant" shall include, for the purpose of this

Section 17.(c), any guarantor of the Tenant's obligations

hereunder) (1) in any bankruptcy or other insolvency

proceeding; (2) seeking any relief under any state or

federal debtor relief law; (3) for the appointment of a

liquidator

or receiver for all or substantially all of Tenant's

property or for Tenant's interest in this Lease; or (4) for

the reorganization or modification of Tenant's capital

structure;

(d) Tenant shall desert or vacate any portion of the

Premises;

(e) the admission by Tenant that it cannot meet its

obligations as they become due or the making by Tenant of

an assignment for the benefit of its creditors; and

(f) Tenant fails to provide a replacement Letter of

Credit (as defined in Section 27.(p)) within the period

required by Section 27.(p); Tenant hereby acknowledges that

no notice for such failure shall be required to constitute

an Event of Default.

REMEDIES 18. Upon any Event of Default, Landlord may, in

addition to all other rights and remedies afforded Landlord

hereunder or by law or equity, take any of the following

actions:

(a) Landlord may terminate this Lease by giving

Tenant written notice thereof, in which event, Tenant shall

pay to Landlord the sum of (i) all Rent accrued hereunder

through the date of termination, (ii) all amounts due under

Section 19.(a), and (iii) and amount equal to (A) the total

Rent that Tenant would have been required to pay for the

remainder of the Term discounted to present value at a per

annum rate equal to the "Prime Rate" as published on the

date this Lease is terminated by The Wall Street Journal,

Southwest Edition, in its listing of "Money Rates", minus

(B) the then present fair rental value of the Premises for

such period, similarly discounted; or

(b) Landlord may terminate Tenant's right to

possession of the Premises without terminating this Lease

by giving written notice thereof to Tenant, in which event

Tenant shall pay to Landlord (i) all Rent and other amounts

accrued hereunder to the date of termination of possession,

(ii) all amounts due from time to time under Section

19.(a), and (iii) all Rent and other sums required

hereunder to be paid by Tenant during the remainder of the

Term, diminished by any net sums thereafter received by

Landlord through reletting the Premises during such period.

Landlord shall use reasonable efforts to relet the Premises

on such terms and conditions as Landlord in its sole

discretion may determine (including a term different from

the Term, rental concessions, and alterations to, and

improvement of, the Premises); however, Landlord shall not

be obligated to relet the Premises before leasing other

portions of the Building. Landlord shall not be liable for,

nor shall Tenant's obligations hereunder be diminished

because of, Landlord's failure to relet the Premises or to

collect rent due for such reletting. Tenant shall not be

entitled to the excess of any consideration obtained by

reletting over the Rent due hereunder. Reentry by Landlord

in the Premises shall not affect Tenant's obligations

hereunder for the unexpired Term; rather, Landlord may,

from time to time, bring action against Tenant to collect

amounts due by Tenant, without the necessity of Landlord's

waiting until the expiration of the Term. Unless Landlord

delivers written notice to Tenant expressly stating that it

has elected to terminate this Lease, all actions taken by

Landlord to exclude or dispossess Tenant of the Premises

shall be deemed to be taken under this Section 18.(b), or

18.(c). If Landlord elects to proceed under this Section

18.(b) or 18.(c), it may at any time elect to terminate

this Lease under Section 18.(a).

hereinafter defined) as outlined in Section 27(g).

Additionally, without notice, Landlord may alter locks or

other security devices at the Premises to deprive Tenant of

access thereto, and Landlord shall not be required to

provide a new key or right of access to Tenant.

PAYMENT BY 19. (a) PAYMENT BY TENANT. Upon any Event of

TENANT; NON- Default, Tenant shall pay to Landlord all costs incurred by

WAIVER Landlord (including court costs and reasonable attorneys'

fees and expenses) in (i) obtaining possession of the

Premises, (ii) removing and storing Tenant's or any other

occupant's property, (iii) repairing, restoring, altering,

remodeling, or otherwise putting the Premises into

condition acceptable to a new tenant, (iv) if Tenant is

dispossessed of the Premises and this Lease is not

terminated, reletting all or any part of the Premises

(including brokerage commissions, cost of tenant finish

work, and other costs incidental to such reletting), (v)

performing Tenant's obligations which Tenant failed to

perform, and (vi) enforcing, or advising Landlord of, its

rights, remedies, and recourses arising out of the Event of

Default. Tenant's obligations under this Section 19 shall

survive the expiration of the Term or earlier termination

of this Lease.

(b) NO WAIVER. Landlord's acceptance of Rent

following an Event of Default shall not waive Landlord's

rights regarding such Event of Default. No waiver by

Landlord of any violation or breach of any of the terms

contained herein shall waive Landlord's rights regarding

any future violation of such term or violation of any other

term.

20. INTENTIONALLY DELETED.

SURRENDER OF 21. No act by Landlord shall be deemed an acceptance

PREMISES of a surrender of the Premises, and no agreement to accept

a surrender of the Premises shall be valid unless the same

is made in writing and signed by Landlord. At the

expiration or termination of this Lease, Tenant shall

deliver to Landlord the Premises with all improvements

located thereon in good repair and condition, reasonable

wear and tear (and condemnation and fire or other casualty

damage not caused by Tenant, as to which Sections 14 and 15

shall control) excepted, and shall deliver to Landlord all

keys to the Premises. Provided that Tenant has performed

all of its obligations hereunder, Tenant may remove all

unattached trade fixtures, furniture, and personal property

placed in the Premises by Tenant (but Tenant shall not

remove any such item which was paid for, in whole or in

part, by Landlord). Additionally, Tenant shall remove such

alterations, additions, improvements, trade fixtures,

equipment, wiring, and furniture as Landlord may request.

Tenant shall repair all damage caused by such removal. All

items not so removed shall be deemed to have been abandoned

by Tenant and may be appropriated, sold, stored, destroyed,

or otherwise disposed of by Landlord without notice to

Tenant and without any obligation to account for such

items. The provisions of this Section 21 shall survive the

end of the Term.

HOLDING OVER 22. If Tenant fails to vacate the Premises at the

end of the Term, then Tenant shall be a tenant at will and,

in addition to all other damages and remedies to which

Landlord may be entitled for such holding over, Tenant

shall pay, in addition to the other Rent, a daily Basic

Rental equal to the greater of (i) 150% of the daily Basic

Rental payable during the last month of the Term, or (ii)

the prevailing rental rate in the Building for similar

space. The provisions of this Section 22 shall survive the

end of the Term.

CERTAIN RIGHTS 23. Provided that the exercise of such rights does

RESERVED BY not unreasonably interfere with Tenant's occupancy of the

LANDLORD Premises, Landlord, its agents, employees, and contractors

shall have the following rights:

(i) to decorate or to make inspections, repairs,

alterations, additions, changes, or improvements, whether

structural or otherwise, in and about the Building, or any

part thereof as Landlord may deem necessary or desirable;

for such purposes, to enter upon the Premises and, during

the continuance of any such work, to temporarily close

doors, entryways, public space, and corridors in the

Building; to interrupt or temporarily suspend Building

services and facilities; and to change the arrangement and

location of entrances or passageways, doors, and doorways,

corridors, elevators, stairs, restrooms, or other public

parts of the Building;

(ii) to take such reasonable measures as Landlord

deems advisable for the security of the Building and its

occupants, including without limitation searching all

persons entering or leaving the Building; evacuating the

Building for cause, suspected cause, or for drill purposes;

temporarily denying access to the Building; and closing the

Building after normal business hours and on Saturdays,

Sundays, and holidays, subject, however, to Tenant's right

to enter when the Building is closed after normal business

hours under such reasonable regulations as Landlord may

prescribe from time to time which may include by way of

example, but not of limitation, that persons

entering or leaving the Building, whether or not during

normal business hours, identify themselves to a security

officer by registration or otherwise and that such persons

establish their right to enter or leave the Building;

(iii) to change the name by which the Building is

designated; and

(iv) to enter the Premises at all reasonable hours,

upon reasonable verbal notice, to show the Premises to

prospective purchasers or lenders, or, during the last 12

months of the Term, to prospective tenants.

24. Intentionally Deleted.

HAZARDOUS 25. (a) HAZARDOUS SUBSTANCES. The term "HAZARDOUS

SUBSTANCES SUBSTANCES," as used in this Lease, shall include, without

limitation, flammables, explosives, radioactive materials,

asbestos, polychlorinated biphenyls (PCB'S), chemicals

known to cause cancer or reproductive toxicity, pollutants,

contaminants, hazardous wastes, toxic substances or related

materials, petroleum and petroleum products, and substances

declared to be hazardous or toxic under any law or

regulation now or hereafter enacted or promulgated by any

governmental authority. To the best of Landlord's

knowledge, the Building does not contain any Hazardous

Substances.

(b) TENANT'S RESTRICTIONS. Tenant shall not cause or

permit to occur (i) any violation of any federal, state, or

local law, ordinance, or regulation now or hereafter

enacted, without limitation, related to environmental

conditions on, under, or about the Premises, or arising

from Tenant's release of Hazardous Substances, including,

but not limited to, soil and ground water conditions; or

(ii) the use, generation, release, manufacture, refining,

production, processing, storage, or disposal of any

Hazardous Substance on, under, or about the Premises, or

the transportation to or from the Premises of any Hazardous

Substance, except for normal cleaning and office supplies

in reasonable quantities.

Tenant's own expense, comply with all laws regulating the

use, generation, storage, transportation, or disposal of

Hazardous Substances (the "LAWS"). Tenant shall, at

Tenant's own expense, make all submissions to, provide all

information required by, and comply with, all requirements

of all governmental authorities (the "AUTHORITIES") under

the Laws. Should any authority or any third party demand

that a clean-up plan be prepared and that a clean-up be

undertaken because of any deposit, spill, discharge, or

other release of Hazardous Substances that occurs during

the Term, at or from the Premises, or which arises at any

time from Tenant's use or occupancy of the Premises, then

Tenant shall, at Tenant's own expense, prepare and submit

the required plans and all related bonds and other

financial assurances, and Tenant shall carry out such

clean-up plan. Tenant shall promptly provide all

information regarding the use, generation, storage,

transportation, or disposal by Tenant of Hazardous

Substances that is requested by Landlord. If Tenant fails

to fulfill any duty imposed under this Section 25 within a

reasonable time, Landlord may do so; and in such case,

Tenant shall cooperate with Landlord in order to prepare

all documents Landlord deems necessary or appropriate to

determine the applicability of the Laws to the Premises and

Tenant's use thereof, and for compliance therewith, and

Tenant shall execute all documents upon Landlord's request.

No such action by Landlord and no attempt made by Landlord

to mitigate damages under any Law shall constitute a waiver

of any of Tenant's obligations under this Section 25.

Tenant's obligations and liabilities under this Section 25

shall survive the expiration of the Term or earlier

termination of this Lease.

(d) TENANT'S INDEMNITY. Tenant shall indemnify,

defend, and save and hold harmless Landlord, the manager of

the Building, and their respective officers, directors,

beneficiaries, shareholders, partners, agents and employees

from all fines, suits, procedures, claims, and actions of

every, kind, and all costs associated therewith (including

attorneys' fees and expenses and consulting fees and

expenses) arising out of or in any way connected with any

deposit, spill, discharge, or other release of Hazardous

Substances that occurs during the Term, at or from the

Premises, or which arises at any time from Tenant's use or

occupancy of the Premises, or from Tenant's failure to

provide all information, make all submissions, and take all

steps required by all Authorities under the Laws and

all other environmental laws. Tenants obligations and

liabilities under this Section 25 shall survive the

expiration of the Term or earlier termination of this

Lease.

PARKING 26. Tenant shall have the right to use parking

spaces as provided in Exhibit E.

MISCELLANEOUS 27. (a) LANDLORD TRANSFER. Landlord may transfer, in

whole or in part, the Building and any of its rights under

this Lease. If Landlord assigns its rights under this

Lease, then, upon the transferee's written assumption of

Landlord's obligations under this Lease, Landlord shall

thereby be released from any further obligations hereunder.

(b) LANDLORD'S LIABILITY. The liability of

Landlord to Tenant for any default by Landlord under the

terms of this Lease shall be limited to Tenant's actual

direct, but not consequential, damages therefor and shall

be recoverable from the interest of Landlord in the

Building and the Land, and Landlord shall not be personally

Liable for any deficiency. This section shall not be deemed

To limit or deny any remedies which Tenant may have in the

event of default by Landlord hereunder which do not involve

the personal liability of Landlord.

monetary obligations under this Lease and obligations which

can be cured by the payment of money (e.g., maintaining

insurance), whenever a period of time is herein prescribed

for action to be taken by either party hereto, such party

shall not be liable or responsible for, and there shall be

excluded from the computation for any such period of time,

any delays due to strikes, riots, acts of God, shortages of

labor or materials, war, governmental laws, regulations, or

restrictions, or any other causes of any kind whatsoever

which are beyond the control of such party.

(d) BROKERAGE. Landlord and Tenant each warrant

to the other that it has not dealt with any broker or agent

in connection with the negotiation or execution of this

Lease, other than The Staubach Company and Stream Realty

Partners, L.P. (collectively "Broker"). Tenant and Landlord

Shall each defend, indemnify, hold the other harmless

against all costs, expenses, attorneys' fees, and other

liability for commissions or other compensation claimed by

any broker or agent, other than Broker, claiming the same

by, through, or under the indemnifying party. The agreement

for commissions payable to The Staubach Company with

respect to the Premises is attached hereto as Exhibit H.

(e) ESTOPPEL CERTIFICATES. From time to time,

Tenant shall furnish to any party designated by Landlord,

Within 10 days after Landlord has made a request therefor,

a certificate signed by Tenant confirming and containing

such factual certifications and representations as to this

Lease as Landlord may reasonably request.

(f) NOTICES. All notices and other communications

given pursuant to this Lease shall be in writing and shall

be (i) mailed by first class, United States Mail, postage

prepaid, certified, with return receipt requested, and

addressed to the parties hereto at the address specified in

the Basic Lease Information, (ii) hand delivered to the

intended address, or (iii) sent by facsimile transmission

followed by a confirmatory letter. Notice sent by certified

mail, postage prepaid, shall be effective 3 business days

after being deposited in the United States Mail; all other

notices shall be effective upon delivery to the address of

the addressee. The parties hereto may change their

addresses by giving notice thereof to the other in

conformity with this provision.

(g) SEPARABILITY. If any clause or provision of this

Lease is illegal, invalid, or unenforceable under present

or future laws, then the remainder of this Lease shall not

be affected thereby and in lieu of such clause or

provision, there shall be added as a part of this Lease a

clause or provision as similar in terms to such illegal,

invalid, or unenforceable clause or provision as may be

possible and be legal, valid, and enforceable.

(h) AMENDMENTS; AND BINDING EFFECT. This Lease may

not be amended except by instrument in writing signed by

Landlord and Tenant. No provision of this Lease shall be

deemed to have been waived by Landlord unless such waiver

is in writing signed by Landlord, and no custom or practice

which may evolve between the

parties in the administration of the terms hereof shall

waive or diminish the right of Landlord to insist upon the

performance by Tenant in strict accordance with the terms

hereof. The terms and conditions contained in this Lease

shall inure to the benefit of and be binding upon the

parties hereto, and upon their respective successors in

interest and legal representatives, except as otherwise

herein expressly provided. This Lease is for the sole

benefit of Landlord and Tenant, and, other than Landlord's

Mortgagee, no third party shall be deemed a third party

beneficiary hereof.

(i) QUIET ENJOYMENT. Provided Tenant has performed

all of the terms and conditions of this Lease to be

performed by Tenant, Tenant shall peaceably and quietly

hold and enjoy the Premises for the Term, without hindrance

from Landlord or any party claiming by, through, or under

Landlord, subject to the terms and conditions of this

Lease.

(j) JOINT AND SEVERAL LIABILITY. If there is more

than one Tenant, then the obligations hereunder imposed

upon Tenant shall be joint and several. If there is a

guarantor of Tenant's obligations hereunder, then the

obligations hereunder imposed upon Tenant shall be the

joint and several obligations of Tenant and such guarantor,

and Landlord need not first proceed against Tenant before

proceeding against such guarantor nor shall any such

guarantor be released from its guaranty for any reason

whatsoever.

(k) CAPTIONS. The captions contained in this Lease

are for convenience of reference only, and do not limit or

enlarge the terms and conditions of this Lease.

(1) NO MERGER. There shall be no merger of the

leasehold estate hereby created with the fee estate in the

Premises or any part thereof if the same person acquires or

holds, directly or indirectly, this Lease or any interest

in this Lease and the fee estate in the leasehold Premises

or any interest in such fee estate.

(m) NO OFFER. The submission of this Lease to Tenant

shall not be construed as an offer, nor shall Tenant have

any rights under this Lease unless Landlord executes a copy

of this Lease and delivers it to Tenant.

(n) EXHIBITS. All exhibits and attachments attached

hereto are incorporated herein by this reference.

Exhibit A - Legal Description of the Land

Exhibit B - Building Rules and Regulations

Exhibit C - Operating Expense Escalator

Exhibit D - Tenant Finish-Work: Allowance

Exhibit E - Parking

Exhibit F - Extension Option

Exhibit G - Subordination Non-Disturbance and

Attornment Agreement

Exhibit H - Commission Agreement

(o) ENTIRE AGREEMENT. This Lease constitutes the

entire agreement between Landlord and Tenant regarding the

subject matter hereof and supersedes all oral statements

and prior writings relating thereto. Except for those set

forth in this Lease, no representations, warranties, or

agreements have been made by Landlord or Tenant to the

other with respect to this Lease or the obligations of

Landlord or Tenant in connection therewith.

(p) CREDIT ENHANCEMENT

(i) Within 10 days from the date hereof,

Tenant shall deliver, or cause to be delivered, to

Landlord a letter of credit ("LETTER OF CREDIT") for

the benefit of Landlord. The Letter of Credit shall

be an irrevocable standby letter of credit in the

amount of $1,250,000.00 and shall have a term of not

less than one (1) year. If Tenant fails to provide

the Letter of Credit to Landlord within such 10 day

period, Landlord may terminate this Lease upon

notice to Tenant, and upon such termination, the

parties shall thereafter have no further obligations

hereunder. Ten (10) days prior to the expiration of

the Letter of Credit, Tenant shall re-issue or

replace

the Letter of Credit with an identical letter of

credit in the amount of $1,250,000 for Lease Years

2-5, $1,000,000 for Lease Year 6, $750,000 for Lease

Year 7, $500,000 for Lease Year 8, and $250,000 for

Lease Year 9, it being the intention of the parties

that Tenant shall maintain the Letter of Credit from

the date of this Lease until the expiration of Lease

Year 9 and no notice shall be required from Landlord

for such replacement. No further Letters of Credit

shall be required after the completion of Lease Year

9 or during any portion of the renewal term provided

for in Exhibit F of this Lease.

(ii) The Letter of Credit, and any

replacements thereof, shall be with a bank and

contain such terms and conditions as shall be

acceptable to Landlord in its sole discretion,

including, but not limited to, a provision that

obligates such bank to deliver the amount of the

Letter of Credit upon notice from Landlord that an

Event of Default has occurred and, further, that no

signature or other authorization by Tenant shall be

required prior to disbursement to Landlord of

proceeds from the Letter of Credit.

(iii) Landlord shall have the right to draw

the full amount of the Letter of Credit upon an

Event of Default. No drawings under the Letter of

Credit shall be deemed or construed to be liquidated

damages or otherwise prejudice any rights Landlord

may have against Tenant at law or inequity. If

Landlord draws the Letter of Credit as a result of

Tenant's failure to provide a replacement Letter of

Credit as provided in Section 27.(p)(i), Tenant may,

subsequent to such draw, provide such required

replacement Letter of Credit and Landlord shall

return the amount drawn to Tenant, less amounts

applied to cure Events of Default, if any.

(iv) If Tenant's average net income per

quarter for any 6 consecutive quarters after the 3rd

Lease Year exceeds $6,250,000, Tenant shall

thereafter no longer be required to provide a Letter

of Credit to Landlord in accordance with this

Section 27.(p), so long as Tenant has provided

notice thereof to Landlord together with audited

financial statements prepared in accordance with

generally accepted accounting principles by a

nationally or regionally recognized accounting firm

reasonably acceptable to Landlord.

SPECIAL 28. DISCLAIMER. LANDLORD AND TENANT EXPRESSLY

PROVISIONS DISCLAIM ANY IMPLIED WARRANTY THAT THE PREMISES ARE

SUITABLE FOR TENANT'S INTENDED COMMERCIAL PURPOSE, AND

TENANTS OBLIGATION TO PAY RENT HEREUNDER IS NOT DEPENDENT

UPON THE CONDITION OF THE PREMISES OR THE PERFORMANCE BY

LANDLORD OF ITS OBLIGATIONS HEREUNDER, AND, EXCEPT AS

OTHERWISE EXPRESSLY PROVIDED HEREIN, TENANT SHALL CONTINUE

TO PAY THE RENT, WITHOUT ABATEMENT, SETOFF OR DEDUCTION,

NOTWITHSTANDING ANY BREACH BY LANDLORD OF ITS DUTIES OR

OBLIGATIONS HEREUNDER, WHETHER EXPRESS OR IMPLIED.

DATED as of the date first written above.

LANDLORD:

CFH REALTY II/GLENVILLE, L.P.,

a Texas limited partnership

By: CH Realty Investors II GP, LLC,

a Delaware limited liability

company,

General Partner

By: Crow Holdings Managers, L.L.C.,

a Texas limited liability

company,

Manager

By: /s/ XXXXX XXXXXXXX

-----------------------------

Name: Xxxxx Xxxxxxxx

------------------------

Title: Vice President

-----------------------

TENANT:

AVANEX CORPORATION,

a Delaware corporation

By: /s/ XXXXX XXXX

-------------------------------------

Name: Xxxxx Xxxx

-----------------------------------

Title: CFO

----------------------------------

EXHIBIT "A"

TRACT I

BEING all that certain lot, tract or parcel of land of the XXXXX X. XXXXXXX

SURVEY, and being known as Xxx 00X, Xxxxx X xx xxx Xxxxxx xx XXXXXXX XXXX

ADDITION PHASE II, an addition to the City of Xxxxxxxxxx, XXXXXX County, Texas,

according to the Revised Map or Plat thereof recorded in Volume 98055, Page

00000, Xxxx Xxxxxxx, XXXXXX Xxxxxx, Xxxxx and being more particularly described

as follows:

BEGINNING at a 1/2 inch iron rod found in the West right-of-way line of North

Glenville Drive, and being the Southeast corner of Lot 31, Block D, as recorded

in Volume 00000, Xxxx 0000, Xxx Xxxxxxx, XXXXXX Xxxxxx, Xxxxx;

THENCE Sough 01 degrees 17 minutes 29 seconds West, along the West line of said

North Glenville Drive, a distance of 303.59 feet to a 1/2 inch iron rod found

for corner;

THENCE South 48 degrees 15 minutes 15 minutes 21 seconds West, a distance of

20.44 feet to a 5/8 inch iron rod set in the North line of International Parkway

(60' R.O.W.);

THENCE North 89 degrees 52 minutes 00 seconds West, along said North line of

International Parkway a distance of 34.92 feet to a 5/8 inch iron rod set for

the beginning of a curve to the left having a radius of 185.00 feet, a central

angle of 43 degrees 02 minutes 40 seconds, and a chord bearing and distance of

South 68 Degrees 57 minutes 07 seconds West, 135.74 feet;

THENCE in a Southwesterly direction, along said curve to the left, a distance

of 138.98 feet to a 1/2 inch iron rod found for the Northeast corner of Lot 29,

Block D, as recorded in Volume 83213, Page 0000, Xxxx Xxxxxxx, XXXXXX Xxxxxx,

Xxxxx;

THENCE North 42 degrees 35 minutes 59 seconds West along the Northeast line of

said Lot 29, a distance of 29.99 feet to a 1/2 inch iron rod found for corner;

THENCE North 60 degrees 27 minutes 38 seconds West, along the Northeast line of

said Lot 29, a distance of 250.00 feet to a 1/2 inch iron rod found in the

Southeast line of Lot 14, block D, as recorded in Volume 79213, Page 0000, Xxxx

Xxxxxxx, XXXXXX Xxxxxx, Xxxxx and lying in a curve to the left having a radius

of 2525.00 feet, a central angle of 06 degrees 16 minutes 03 seconds and a

chord bearing and distance of North 26 degrees 19 minutes 20 seconds East

276.07 feet;

THENCE in a Northeasterly direction along said curve to the left, and passing

at 3.40 feet the Southeast corner of Lot 12, Block D, as recorded in Volume

80176, Page 0000, Xxxx Xxxxxxx, XXXXXX Xxxxxx, Xxxxx, and continuing in all a

distance of 276.21 feet to an "X" set on a telephone pedestal, for the

Southeast corner of Lot 1, Block D, as recorded in Volume 83157, Page 0000,

Xxxx Xxxxxxx, XXXXXX Xxxxxx, Xxxxx, and being the southwest corner of said Lot

31;

THENCE South 66 degrees 28 minutes 20 seconds East, along the South line of said

Lot 31, a distance of 64.85 feet to an "X" set for corner;

THENCE South 39 degrees 44 minutes 15 seconds East, along the South line of said

Lot 31, a distance of 239.63 feet to the POINT OF BEGINNING and CONTAINING

118.970 sq. ft. or 2.73 acres, more or less.

X-0

Xxxxx XX

XXXXXXXX XXXXXX as created under that certain Mutual Access Agreement executed

by and between MPI #1, LTD., a Texas limited partnership, and MPI #4, LTD., a

Texas limited partnership, dated February 27, 1986, recorded in Volume 86046,

Page 551, Real Property Records, DALLAS County, Texas, in, on, over and across

the following described lot, tract or parcel of land:

XXX 00, xx Xxxxx X xx XXXXXXX XXXX, an Addition to the City of Xxxxxxxxxx,

XXXXXX County, Texas, according to the REVISED Map or Plat thereof recorded in

Volume 84217, Page 0000, Xxxx Xxxxxxx, XXXXXX Xxxxxx, Xxxxx, and being more

particularly described by metes and bounds as follows:

BEGINNING at a 5/8 inch iron rod set in the West right-of-way line of North

Glenville Drive (80' R.O.W.) at the Southeast corner of Xxx 0, Xxxxx X, xx

XXXXXXX XXXX, an Addition to the City of Richardson, Texas, recorded in Volume

81084, Page 0000, Xxxx Xxxxxxx, XXXXXX Xxxxxx, Xxxxx;

THENCE South 00 degrees 11 minutes 47 seconds West, along the West right-of-way

line of said North Glenville Drive, a distance of 369.68 feet to a 5/8 inch

iron rod set for corner;

THENCE South 01 degrees 17 minutes 29 seconds West, continuing along the West

right-of-way line of said North Glenville Drive, a distance of 81.10 feet to a

1/2 inch iron rod found for the Northeast corner of Xxx 00X, Xxxxx X xx XXXXXXX

XXXX ADDITION PHASE II as recorded in Volume 98055, Page 00000, Xxxx Xxxxxxx,

XXXXXX Xxxxxx, Xxxxx;

THENCE North 89 degrees 44 minutes 15 seconds West, along the North Line of

said Lot 30A, a distance of 239.63 feet to an "X" set for corner;

THENCE North 66 degrees 28 minutes 20 seconds West, along the North line of

said Lot 30A, a distance of 64.85 feet to an "X" set on a telephone pedestal,

in a curve to the left having a radius of 2525.00 feet, a central angle of 10

degrees 16 minutes 52 seconds, an a chord bearing and distance of North 18

degrees 06 minutes 38 seconds East, 452.48 feet, said point being the Southeast

corner of Lot 1, Block D, as recorded in Volume 83157, Page 0000, Xxxx

Xxxxxxx, XXXXXX Xxxxxx, Xxxxx, and being the Northeast corner of Lot 12, Block

D, as recorded in Volume 80176, Page 0000, Xxxx Xxxxxxx, XXXXXX Xxxxxx, Xxxxx,

and also being the Northwest corner of said Lot 30A;

THENCE in a Northeasterly direction along said curve to the left, an arc

distance of 453.08 feet to a 1/2 inch iron rod set in the South line of said

Lot 8;

THENCE South 177 degrees 14 minutes 42 seconds East, along the South line of

said Lot 8, a distance of 20.11 feet to a 5/8 inch iron rod set for corner;

THENCE South 89 degrees 15 minutes 00 seconds East, along the South line of

said Lot 8, a distance of 141.92 feet to the POINT OF BEGINNING and CONTAINING

101,923 sq. ft. or 2.34 acres of land, more or less.

A-2

EXHIBIT B

BUILDING RULES AND REGULATIONS

The following rules and regulations shall apply to the Premises, the

Building, the parking garage associated therewith, the Land and the

appurtenances thereto:

1. Sidewalks, doorways, vestibules, halls, stairways, and other similar

areas shall not be obstructed by tenants or used by any tenant for purposes

other than ingress and egress to and from their respective leased premises and

for going from one to another part of the Building.

2. Plumbing, fixtures and appliances shall be used only for the purposes

for which designed, and no sweepings, rubbish, rags or other unsuitable material

shall be thrown or deposited therein. Damage resulting to any such fixtures or

appliances from misuse by a tenant or its agents, employees or invitees, shall

be paid by such tenant.

3. No signs, advertisements or notices shall be painted or affixed on or

to any windows or doors or other part of the Building without the prior written

consent of Landlord. No nails, hooks or screws shall be driven or inserted in

any part of the Building except by Building maintenance personnel. No curtains

or other window treatments shall be placed between the glass and the Building

standard window treatments.

4. Landlord shall provide and maintain an alphabetical directory for all

tenants in the main lobby of the Building.

5. Landlord shall provide all door locks in each tenant's leased

premises, at the cost of such tenant, and no tenant shall place any additional

door locks in its leased premises without Landlord's prior written consent.

Landlord shall furnish to each tenant a reasonable number of keys to such

tenant's leased premises, at such tenant's cost, and no tenant shall make a

duplicate thereof.

6. Movement in or out of the Building of furniture or office equipment,

or dispatch or receipt by tenants of any bulky material, merchandise or

materials which require use of elevators or stairways, or movement through the

Building entrances or lobby shall be conducted under Landlord's supervision at

such times and in such a manner as Landlord may reasonably require. Each tenant

assumes all risks of and shall be liable for all damage to articles moved and

injury to persons or public engaged or not engaged in such movement, including

equipment, property and personnel of Landlord if damaged or injured as a result

of acts in connection with carrying out this service for such tenant.

7. Landlord may prescribe weight limitations and determine the locations

for safes and other heavy equipment or items, which shall in all cases be placed

in the Building so as to distribute weight in a manner acceptable to Landlord

which may include the use of such supporting devices as Landlord may require.

All damages to the Building caused by the installation or removal of any

property of a tenant, or done by a tenant's property while in the Building,

shall be repaired at the expense of such tenant.

8. Corridor doors, when not in use, shall be kept closed. Nothing shall

be swept or thrown into the corridors, halls, elevator shafts or stairways. No

birds or animals shall be brought into or kept in, on or about any tenant's

leased premises. No portion of any tenant's leased premises shall at any time be

used or occupied as sleeping or lodging quarters.

9. Tenant shall cooperate with Landlord's employees in keeping its

leased premises neat and clean. Tenants shall not employ any person for the

purpose of such cleaning other than the Building's cleaning and maintenance

personnel.

10. To ensure orderly operation of the Building, no ice, mineral or

other water, towels, newspapers, etc. shall be delivered to any leased area

except by persons approved by Landlord.

B-1

11. Tenant shall not make or permit any improper, objectionable or

unpleasant noises or odors in the Building or otherwise interfere in any way

with other tenants or persons having business with them.

12. No machinery of any kind (other than normal office equipment) shall

be operated by any tenant on its leased area without Landlord's prior written

consent, nor shall any tenant use or keep in the Building any flammable or

explosive fluid or substance.

13. Landlord will not be responsible for lost or stolen personal

property, money or jewelry from tenant's leased premises or public or common

areas regardless of whether such loss occurs when the area is locked against

entry or not.

14. No vending or dispensing machines of any kind may be maintained in

any leased premises without the prior written permission of Landlord.

15. All mail chutes located in the Building shall be available for use

by Landlord and all tenants of the Building according to the rules of the United

States Postal Service.

B-2

EXHIBIT C

OPERATING EXPENSE ESCALATOR

1. Tenant shall pay an amount (per each rentable square foot in the

Premises) equal to the excess ("EXCESS") from time to time of the actual Basic

Cost per rentable square foot in the Building over the Basic Cost per rentable

square foot in the Building that exceeds $4.23 (the "EXPENSE STOP"). Landlord

may collect such amount in a lump sum, to be due within 30 days after Landlord

furnishes to Tenant the annual cost statement, a statement of Landlord's actual

costs furnished to Tenant by Landlord by April l of each calendar year or as

soon thereafter as practicable ("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, on

the Commencement Date and on the first day of each calendar month thereafter, an

amount equal to the estimated Excess for such calendar year or part thereof

divided by the number of months in such calendar year during the Term. From time

to time during any calendar year, Landlord may estimate and re-estimate the

Excess to be due by Tenant for that calendar year and deliver a copy of the

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 paragraph 3 of this

Exhibit when actual Basic Cost is available for each calendar year.

2. For the purposes of this Exhibit, the term "BASIC COST" shall 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 Building

(including the associated parking facilities), determined in accordance with

generally accepted federal income tax basis accounting principles consistently

applied, including but not limited to the following:

(a) Wages and salaries (including management fees) at market

rates of all employees engaged in the operation, repair, replacement,

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;

which although capital in nature can reasonably be expected to reduce the normal

operating costs of the Building to the extent of such reduction, as well as all

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

(without regard to the period over which such improvements may be depreciated or

amortized for federal income tax purposes);

(d) Cost of all utilities, other than the cost of utilities

actually reimbursed to Landlord by the Building's tenants;

(e) Cost of any insurance or insurance related expense

applicable to the Building and Landlord's personal property used in connection

therewith;

(f) All taxes and assessments and governmental charges whether

federal, state, county or municipal, and whether they be by taxing or management

districts or authorities presently taxing or by others, subsequently created or

otherwise, and any other taxes and assessments attributable to the Building (or

its operation), and the grounds, parking areas, driveways, and alleys around the

Building, excluding, however, federal and state taxes on income (collectively,

"TAXES"); if the present method of taxation changes so that in lieu of the whole

or any part of any Taxes levied on the Land or Building, there is levied on

Landlord a capital tax directly on the rents received therefrom or a franchise

tax,

C-1

assessment, or charge based, in whole or in part, upon such rents for the

Building, then all such taxes, assessments, or charges, or the part thereof so

based, shall be deemed to be included within the term "Taxes" for the purposes

hereof;

(g) Cost of repairs, replacements, and general maintenance of

the Building, other than replacement of the roof; and

(h) Cost of service or maintenance contracts with independent

contractors for the operation, maintenance, repair, replacement, or security of

the Building (including, without limitation, alarm service, window cleaning, and

elevator maintenance).

There are specifically excluded from the definition of the term "Basic Cost"

costs and expenses (1) for capital improvements made to the Building, other than

capital improvements described in subparagraph 2.(c) of this Exhibit and except

for items which, though capital for accounting purposes, are properly considered

maintenance and repair items, such as painting of common areas, replacement of

carpet in elevator lobbies, and the like; (2) for repair, replacements and

general maintenance paid by proceeds of insurance or by Tenant or other third

parties, and alterations attributable solely to tenants of the Building other

than Tenant; (3) for interest, amortization or other payments on loans to

Landlord; (4) for legal expenses, other than those incurred for the general

benefit of the Building's tenants (e.g., tax disputes); (5) for renovating or

otherwise improving space for occupants of the Building or vacant space in the

Building; (6) for overtime or other expenses of Landlord in curing defaults or

performing work expressly provided in this Lease to be borne at Landlord's

expense; (7) for federal income taxes imposed on or measured by the income of

Landlord from the operation of the Building; (8) for repair or replacement or

other work occasioned by exercise of the right of eminent domain (to the extent

of the costs and expenses for which Landlord actually receives a cash award);

(9) for leasing commissions, advertising and other promotional costs and

expenses, attorneys' fees, costs and disbursements and other expenses incurred

in negotiating or executing leases or in resolving disputes with other tenants,

other occupants, or other prospective tenants or occupants of the Building,

collecting rents or otherwise enforcing leases of other tenants of the Building;

(10) for special services rendered to particular tenants of the Building or that

exclusively benefit another tenant or tenants of the Building, including,

without limitation, cost of tenant installations, decorating expenses,

redecorating expenses, or constructing improvements or alterations to any tenant

space, the costs of any janitorial cleaning service or security services

provided to other tenants which exceed the standard of that provided to Tenant

and costs in connection with services (including electricity), items or other

benefits of a type which are not standard for the Building and which are not

available to Tenant without specific charge therefor, but which are provided to

another tenant or occupant of the Building, whether or not such other tenant or

occupant is actually charged therefor by Landlord; (11) for depreciation of the

Building; (12) incurred by Landlord for which Landlord is actually reimbursed by

parties other than tenants of the Building, including, without limitation,

insurance proceeds; (13) for the initial construction of the Building, including

the correction of any structural construction defects; (14) except for the

management fee, of any overhead or profit increment to any subsidiary or

affiliate of Landlord for services on or to the Building, parking garage or

related facilities and/or the Land on which the Building is situated, to the

extent of any portion of the cost of such services which exceeds the reasonable

costs for such services rendered by persons or entities of similar skill,

competence and experience other than a subsidiary of affiliate of Landlord; (15)

of rental under any ground or underlying lease or leases for the Land; (16) of

Landlord's general overhead except as it directly relates to the operation,

management, maintenance, repair and security of the Building; (17) of any

compensation paid to clerks, attendants or other persons in commercial

concessions operated by Landlord, other than with respect to the parking garage;

(18) for items and services for which Tenant directly reimburses Landlord or

pays to third persons with Landlord's consent, to the extent of such

reimbursement or payment; (19) of fines, penalties, and legal fees incurred due

to violations by Landlord, its employees, agents, contractors or assigns, or any

other tenant or occupant of the Building, of building codes, any other

governmental rule or requirement or the terms and conditions of any lease

pertaining to the Building; (20) of management fees to the extent of any portion

of such fees which are unreasonable; (21) of acquiring sculptures, paintings,

wall hangings or other objects of art; (22) of wages, salaries, or other

compensation paid to any executive employees of Landlord above the level of

property manager; provided, further, if any employee of Landlord works on

several buildings within the area, including the Building, the costs and

expenses connected with such employee shall

C-2

be allocated among such buildings by Landlord in accordance with reasonable and

consistent criteria; (23) incurred in leasing air-conditioning systems,

elevators, or other equipment ordinarily considered to be of a capital nature

(other than on a temporary basis); (24) associated with the removal or

encapsulation of asbestos or other hazardous or toxic substances; (25) for

repairs or maintenance which are covered by warranties and service contracts, to

the extent such maintenance and repairs are made at no cost to Landlord; (26)

representing any amount paid for services and materials to an affiliate of

Landlord (i.e., persons or entities controlled by, under common control with, or

which control, Landlord) to the extent such amount exceeds the amount that would

reasonably be paid for such services or materials were they rendered by an

unaffiliated person, firm or corporation; (27) for amounts payable by Landlord

by way of indemnity or for damages or which constitutes a fine or penalty,

including interest or penalties for any late payment; (28) for repairs

necessitated by violations of law in effect as of the date of the Lease; (29)

for property taxes and assessments which are not properly allocable to the

Building; without limiting the generality of the foregoing, property taxes and

assessments which are properly allocable to undeveloped land shall be excluded

from Basic Cost; (30) of interest and penalties due to the late payment of

taxes, utility bills or other such costs except any interest or penalties

arising from late payments beyond Landlord's control; and (31) bad debt expenses

and charitable contributions and donations.

3. The Annual Cost Statement shall include a statement of Landlord's

actual Basic Cost for the previous year adjusted as provided in paragraph 4 of

this Exhibit. If the Annual Cost Statement reveals that Tenant paid more for

Basic Cost than the actual Excess in the year for which such statement was

prepared, then Landlord shall credit or reimburse Tenant for such excess within

30 days after delivery of the Annual Cost Statement; likewise, if Tenant paid

less than the actual Excess, then Tenant shall pay Landlord such deficiency

within 30 days after delivery of the Annual Cost Statement.

4. With respect to any calendar year or partial calendar year in which

the Building is not occupied to the extent of 95% of the rentable area thereof,

the Basic cost for such period shall, for the purposes hereof, be increased to

the amount which would have been incurred had the Building been occupied to the

extent of 95% of the rentable area thereof.

C-3

EXHIBIT D

TENANT FINISH-WORK: ALLOWANCE

1. On or about September 1, 2000, Landlord shall deliver the Premises to

Tenant with the following items completed, at Landlord's expense, (i) the floor

of the 2nd floor of the Building installed that has a loading bearing capacity

of 150 lbs. per square foot and no more than 1/8 slope per 10 feet, (ii)

mechanically suspended lay-in acoustical tile ceiling grid installed on the 1st

floor of the Building and stacked for the 2nd floor of the Building and 2x4

fissure lay-in tile inventory stored in the Premises, (iii) 2x4 prismatic light

fixtures installed on the 1st floor of the Building and stacked for the 2nd

floor of the Building at a ratio of 1 fixture per 100 rentable square feet

contained within the Premises and light bulbs stored in the Premises, (iv)

plumbing stubbed to the restrooms on the 2nd floor of the Building, (v)

equipment to provide heating, ventilating and air-conditioning ("HVAC") to the

Premises with main, high-pressure ducting installed having a capacity of 1 ton

per 290 rentable square feet in the Premises, (vi) 3,000 amps, 277/480 volt

3-phase 4-wire electrical capacity provided to the Building, (vii) 1 Xxxxxxxxxx

Xxxx 3000# elevator with standard cab finish installed in compliance with the

ADA and 2 stairwells, (viii) 3 doors installed on the loading dock, (ix) fire

suppression system in compliance with applicable governmental regulations with

exposed sprinkler heads, and (x) the restroom on the 1st floor of the Building

and the exterior of the Building shall comply with the ADA (items (i)-(x) are

collectively referred to as the "BASE BUILDING"). Additionally, Landlord shall,

at its expense, cause asphalt to be installed to extend the existing parking lot

to accommodate a total of 176 parking spaces. If such extension is not completed

by the Commencement Date, Basic Rental shall be abated until such extension is

completed.

2. Within 45 days from the date hereof, Tenant shall provide to

Landlord, or its designated agent, for its approval final working drawings,

prepared by an architect that has been approved by Landlord, or Landlord's

designated agent (which approval shall not be unreasonably withheld), of all

improvements that Tenant proposes to install in the Premises; such working

drawings shall include the partition layout, ceiling plan, electrical outlets

and switches, telephone outlets, drawings for any modifications to the

mechanical and plumbing systems of the Building, and detailed plans and

specifications for the construction of the improvements called for under this

Exhibit in accordance with all applicable governmental laws, codes, rules, and

regulations. Landlord's approval of such working drawings shall not be

unreasonably withheld, provided that (i) they comply with all applicable

governmental laws, codes, rules, and regulations, (ii) such working drawings are

sufficiently detailed to allow construction of the improvements in a good and

workmanlike manner, and (iii) the improvements depicted thereon conform to the

rules and regulations promulgated from time to time by Landlord for the

construction of tenant improvements (a copy of which has been delivered to

Tenant). As used herein, "Working Drawings" shall mean the final working

drawings approved by Landlord, as amended from time to time by any approved

changes thereto, and "WORK" shall mean all improvements to be constructed in

accordance with and as indicated on the Working Drawings. Approval by Landlord

of the Working Drawings shall not be a representation or warranty of Landlord

that such drawings are adequate for any use, purpose, or condition, or that such

drawings comply with any applicable law or code, but shall merely be the consent

of Landlord to the performance of the Work. Landlord and Tenant shall sign the

Working Drawings to evidence their review and approval thereof. All changes in

the Work must receive the prior written approval of Landlord, and in the event

of any such approved change Tenant shall, upon completion of the Work, furnish

Landlord with an accurate, reproducible "as-built" plan (e.g., sepia) of the

improvements as constructed, which plan shall be incorporated into this Lease by

this reference for all purposes.

3. The Work shall be performed only by contractors and subcontractors

approved in writing by Landlord, or Landlord's designated agent, which approval

shall not be unreasonably withheld. All contractors and subcontractors shall be

required to procure and maintain (a) insurance against such risks, in such

amounts, and with such companies as Landlord may reasonably require and (b)

payment and performance bonds covering the cost of the Work and otherwise

reasonably satisfactory to Landlord. Certificates of such insurance, with paid

receipts therefor, and copies of such bonds must be received by Landlord before

the Work is commenced. The Work shall be performed in a good

D-1

and workmanlike manner that is free of defects and is in strict conformance with

the Working Drawings, and shall be performed in such a manner and at such times

as to maintain harmonious labor relations and not to interfere with or delay

Landlord's other contractors, the operation of the Building, and the occupancy

thereof by other tenants. All contractors and subcontractors shall contact

Landlord and schedule time periods during which they may use Building facilities

in connection with the Work (e.g., elevators, excess electricity, etc.).

4. Tenant shall bear the entire cost of performing the Work (including,

without limitation, design of the Work and preparation of the Working Drawings,

costs of construction labor and materials, electrical usage during construction,

additional janitorial services, general tenant signage, related taxes and

insurance costs, all of which costs are herein collectively called the "TOTAL

CONSTRUCTION COSTS") in excess of the Construction Allowance (hereinafter

defined). Upon approval of the Working Drawings and selection of a contractor,

Tenant shall promptly (a) execute a work order agreement prepared by Landlord

which identifies such drawings, itemizes the Total Construction Costs and sets

forth the Construction Allowance (hereinafter defined).

5. Subject to Tenant's compliance with the terms and conditions of this

Exhibit D, Landlord shall provide to Tenant a construction allowance (the

"CONSTRUCTION ALLOWANCE") equal to the lesser of (i) $12.00 per rentable square

foot in the Premises, plus up to an additional $40,000.00 for the construction

of the 2nd floor restrooms, or (ii) the Total Construction Costs, as adjusted

for any approved changes to the Work; however, Tenant shall not become entitled

to full credit for the Construction Allowance until the Work has been

substantially completed and Tenant has caused to be delivered to Landlord (1)

all invoices from contractors, subcontractors, and suppliers evidencing the cost

of performing the Work, together with unconditional lien waivers from such

parties, and a consent of the surety to the finished Work (if applicable) and

(2) a certificate of occupancy from the appropriate governmental authority, if

applicable to the Work, or evidence of governmental inspection and approval of

the Work. On or before the 3rd of each month, Tenant shall be entitled to

request monthly draws against the Construction Allowance in accordance with the

following: (1) Tenant's draw requests shall be limited to one draw per calendar

month; (2) all draw requests must be made on AIA Form G702, and must include all

documentation supporting the matters reflected in the draw request; (3) Landlord

shall be entitled to independently verify the information set forth in such

application and related documentation, and may require additional information or

documentation from Tenant to the extent reasonable; (4) Landlord shall make

payment to Tenant pursuant to any draw request approved by Landlord, which

payment shall be made no later than ten (10) days after Landlord's receipt of

the fully completed draw request and all supporting documentation; and (5)

Landlord shall be entitled to a ten percent (10%) retainage holdback in

connection with any amounts of the Construction Allowance paid to Tenant prior

to the substantial completion of the Work.

6. The phrases "SUBSTANTIAL COMPLETION" or "SUBSTANTIALLY COMPLETE"

shall mean that, (i) the Work has been completed in accordance with the Working

Drawings (ii) all construction debris has been removed from the Premises and the

Premises are clean, (iii) the Premises may reasonably be used and occupied for

the Permitted Use, (iv) the progress of the construction of the Work to date is

such that final completion of the Work can occur within a reasonable period of

time and without undue interference to Tenant's use of the Premises, and (v) a

certificate of occupancy shall have been issued for the Premises.

7. Landlord or its affiliate shall supervise the Work, make

disbursements required to be made to the contractor, and act as a liaison

between the contractor and Tenant and coordinate the relationship between the

Work, the Building, and the Building's systems. In consideration for Landlord's

construction supervision services, Tenant shall pay to Stream Realty Partners,

L.P. a construction management fee of $26,250.00 paid for out the Construction

Allowance.

8. To the extent not inconsistent with this Exhibit D, Section 8.(a) of

this Lease shall govern the performance of the Work and Landlord's and Tenant's

respective rights and obligations regarding the improvements installed pursuant

thereto.

D-2

EXHIBIT E

PARKING

Tenant shall have the use of 176 undesignated vehicular parking spaces

in the surface parking lot associated with the Building (the "PARKING

FACILITIES") during the initial Term at no charge and subject to such terms,

conditions and regulations as are from time to time charged or applicable to

patrons of the Parking Facilities.

E-1

EXHIBIT F

EXTENSION OPTION

Provided no Event of Default exists and Tenant is occupying the entire

Premises at the time of such election, Tenant may renew this Lease for 2

additional periods of 5 years each on the same terms provided in this Lease

(except as set forth below), by delivering written notice of the exercise

thereof to Landlord not later than 12 months before the expiration of the Term.

On or before the commencement date of the extended Term in question, Landlord

and Tenant shall execute an amendment to this Lease extending the Term on the

same terms provided in this Lease, except as follows:

(i) The Basic Rental payable for each month during each such

extended Term shall be the greater of (A) the prevailing market rental

rate for lease renewal transactions, at the commencement of such

extended Term, for space of equivalent age, quality, size, utility and

location, with the length of the extended Term and the credit standing

of Tenant to be taken into account, or (B) the Basic Rental which would

otherwise be payable hereunder for the first full calendar month of

such extended Term, as adjusted in the manner provided in this Lease;

(ii) Tenant shall have no further renewal options unless

expressly granted by Landlord in writing; and

(iii) Landlord shall lease to Tenant the Premises in their

then-current condition, and Landlord shall not provide to Tenant any

allowances (e.g., moving allowance, construction allowance, and the

like) or other tenant inducements.

Tenant's rights under this Exhibit F shall terminate if (i) this Lease

or Tenant's right to possession of the Premises is terminated, (ii) Tenant

assigns its interest in this Lease or sublets more than 50% of the Premises, or

(iii) Tenant fails to timely exercise its option under this Exhibit F, time

being of the essence with respect to Tenant's exercise thereof.

F-1

EXHIBIT G

SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT

PREMISES: 0000 X. XXXXXXXXX XXX., XXXXXXXXXX, XXXXX (THE "PREMISES")

LANDLORD/BORROWER: CFH REALTY II/GLENVILLE, L.P., A TEXAS LIMITED PARTNERSHIP

("LANDLORD")

TENANT: AVANEX CORPORATION, A DELAWARE CORPORATION ("TENANT")

LEASE DATED: _________,2000 (THE "LEASE")

TENANT'S NOTICE

ADDRESS: 0000 X. XXXXXXXXX XXX.

XXXXXXXXXX, XXXXX 00000

DATE: ___________, 2000

__________________________ ("LENDER") has made a loan (the "LOAN") to

Landlord which is secured by a mortgage or deed of trust and security agreement

(the "DEED OF TRUST"), covering the real property described on EXHIBIT "A" and

the buildings and improvements located thereon (collectively, the "PROPERTY").

In connection with the making of the Loan, Lender has requested that Tenant

complete this Agreement with the appropriate information as it pertains to Lease

and to agree to the requirements set forth herein.

Tenant hereby certifies to and agrees with Lender, as to the following:

ACKNOWLEDGMENT OF LEASE

1. Tenant has accepted possession of the Premises, which contains

approximately 43,655 square feet of rentable area, pursuant to the

Lease. The term of the Lease shall commence 60 days after delivery of

the Base Building (as defined in the Lease) and is scheduled to

terminate 120 months thereafter.

2. The minimum monthly rent payable under the Lease is $67,301.46 for

months 1 through 60; $71,848.85 for months 61 through 120.

3. No rent or other sum which is payable under the Lease has been paid by

or on behalf of Tenant more than one (1) month in advance.

4. The Lease is valid and in full force and effect, and, to the best of

Tenant's knowledge, neither Landlord nor Tenant is in default

thereunder.

5. The Lease has not been assigned, modified, supplemented or amended in

any way. Tenant shall not enter into any assignment, modification,

supplement or amendment to the Lease without the prior written consent

of Lender, which consent will not be unreasonably withheld. The Lease

constitutes the entire agreement between the parties and there are no

other agreements (including any letter agreements) between Landlord and

Tenant concerning the Premises. Tenant shall not, without obtaining the

prior written consent of Lender, which consent will not be unreasonably

withheld, (a) prepay any of the rents, additional rents or other sums

due under the Lease or more than

G-1

one (1) month in advance of the due dates thereof, (b) voluntarily

surrender the Premises or terminate the Lease without cause, or (c)

assign the Lease or sublet the Premises other than pursuant to the

provisions of the Lease.

SUBORDINATION

6. The Lease (including, without limitation, all rights to insurance

proceeds and condemnation awards, any rights of first refusal, options

to purchase, and any other rights granted to Tenant pursuant to the

Lease) is, and shall at all times continue to be, subject and

subordinate in each and every respect, to (a) the Deed of Trust and to

any and all liens, security interests, rights and any other interest

created thereby and to any and all increases, renewals, modifications,

extensions, substitutions, replacements and/or consolidations of the

Deed of Trust and the Loan, and (b) any additional financing of the

Property or portions thereof provided by Lender and the liens and

security interests under the documents evidencing and securing such

additional financing, and to any increase therein or supplements

thereto.

NON-DISTURBANCE

7. So long as the Lease is in full force and effect and Tenant is not in

default in the payment of rent, additional rent, taxes, utility charges

or other sums payable by Tenant under the terms of the Lease, or under

any of the other terms, covenants or conditions of the Lease on Tenant's

part to be performed (beyond the period, if any, specified in the Lease)

within which Tenant may cure such default (a) Tenant's possession of the

Premises under the Lease shall not be disturbed or interfered with by

Lender in the exercise of any of its rights under the Deed of Trust,

including any foreclosure (or any person, or such person's successors or

assigns, who acquire the interest of the Landlord under the Lease

through foreclosure action of the Deed of Trust, or upon a transfer of

the Property by conveyance in lieu of foreclosure, or otherwise), and

(b) Lender will not join Tenant as a party defendant for the purpose of

terminating Tenant's interest and estate under the Lease in any

proceeding for foreclosure of the Deed of Trust.

ATTORNMENT

8. If, at any time Lender (or any person, or such person's successors or

assigns, who acquire the interest of the Landlord under the Lease

through foreclosure action of the Deed of Trust, or upon a transfer of

the Property by conveyance in lieu of foreclosure, or otherwise) shall

succeed to the rights of the Landlord under the Lease as a result of a

default under the Lease (beyond the time permitted therein, of any, to

cure such default), then (a) the Lease shall not terminate, (b) upon

receipt by Tenant of written notice of such succession, Tenant shall

attorn to and recognize such person as succeeding to the rights of the

Landlord under the Lease (herein sometimes called "Successor Landlord",

upon the terms and conditions of the Lease, and (c) Successor Landlord

shall accept such attornment and recognize Tenant as the Successor

Landlord's tenant under the Lease. Upon such attornment and recognition,

the Lease shall continue in full force and effect as, or as if it were,

a direct lease between the Successor Landlord and Tenant upon all of the

terms, conditions and covenants (including any right under the Lease on

the part of the Tenant to extend the term of the Lease) as are set forth

in the Lease and which shall be applicable after such attornment and

recognition. Notwithstanding anything to the contrary set forth herein,

Lender or such Successor Landlord shall not be (i) liable for any act or

omission of any previous landlord, including the Landlord, (ii) subject

to any offset, defense or counterclaim which Tenant might be entitled to

assert against any previous landlord, including the Landlord, (iii)

bound by any payment of rent or additional rent made by the Tenant to

any previous landlord (including the Landlord) for more than one (1)

month in advance, unless the same was paid to and received by Successor

Landlord (iv) bound by and amendment or modification of the Lease

hereafter made without the written consent of Lender, or (v) liable for

any deposit that Tenant may have given to any previous landlord

(including the Landlord) which has not been transferred to the Successor

Landlord. Further, notwithstanding anything to the contrary set forth

herein, the liability of Lender for any obligations under the Lease

shall be limited to Lender's interest in the Property. Lender shall not

have any liability or responsibility under or pursuant to the terms of

the Lease after it ceases to own an interest in or to the Property.

G-2

9. The provisions of this Agreement regarding attornment by Tenant shall be

self-operative and effective without the necessity of execution of any

new lease or other document on the part of any party hereto or the

respective heirs, legal representatives, successors or assigns of any

such party. Tenant agrees, however, to execute and deliver at any time

and from time to time, upon the request of Lender or any Successor

Landlord, any instrument or certificate which, in the reasonable

judgment of Lender or such Successor Landlord may be necessary or

appropriate in any such foreclosure proceeding or otherwise to evidence

such attornment, including, if requested, a new lease of the Premises on

the same terms and conditions as the Lease.

HAZARDOUS MATERIALS

10. Except for common office chemicals in reasonable quantities, Tenant

shall neither suffer nor itself manufacture, store, handle, transport,

dispose of, spill, leak or dump any toxic or hazardous waste, waste

product or substance (as they may be defined in any federal or state

statute, rule or regulation pertaining to or governing such wastes,

waste products or substances) on the Premises or on any property in the

vicinity of the Premises at any time during the term (including any

renewal term) of the Lease and during Tenant's occupancy of the

Premises.

NOTICE

11. Tenant hereby acknowledges and agrees that: (a) from and after the date

hereof, in the event of any act or omission of Landlord which would give

Tenant the right, either immediately or after the lapse of time, to

terminate the Lease or to claim a partial or total eviction, Tenant will

not exercise any such right (i) until it has given written notice of

such act or omission to Lender and (ii) until the expiration of thirty

(30) days following such giving of notice to Lender in which time period

Lender shall be entitled to cure any such act or omissions of Landlord;

(b) Tenant shall send to Lender all copies of any such default, notice

or statement under the Lease at the same time such notice is sent to

Landlord; and (c) if Lender notifies Tenant of a default under the Deed

of Trust and demands that Tenant pay its rent and all other sums due

under the Lease to Lender, Tenant shall honor such demand and pay its

rent and all of the sums due under the Lease directly to Lender or as

otherwise required pursuant to such notice.

All notices and other communications from Tenant to Lender shall be in

writing and shall be delivered or mailed by registered mail, postage

paid, return receipt requested, or delivered by an overnight courier,

addressed to Lender at:

-------------------------------

Attention:

---------------------

or at such other address as Lender, any successor, purchaser or

transferee shall furnish to the Tenant in writing.

This Agreement is being executed and delivered by Tenant to induce

Lender to make the Loan which is to be secured in part by an assignment to

Lender of Landlord's interest in the Lease and with the intent and understanding

that the above statements will be relied upon by Lender. This Agreement shall

inure to the benefit of and be binding upon the parties hereto, their successors

and permitted assigns, and any purchaser or purchasers at foreclosure of the

Property, and their respective heirs, personal representatives, successor and

assigns.

G-3

TENANT:

AVANEX CORPORATION,

a Delaware corporation

By:

-------------------------------------

Name:

--------------------------------

Title:

-------------------------------

Date:

--------------------------------

LENDER:

----------------------------------------

---------------------------

By:

-------------------------------------

Name:

--------------------------------

Title:

-------------------------------

Date:

--------------------------------

Landlord is executing this Agreement only for purposes of acknowledging the

provisions of paragraph 11.

LANDLORD:

CFH REALTY II/GLENVILLE, L.P.,

a Texas limited partnership

By: CH Realty Investors II GP, LLC,

a Delaware limited liability

company,

General Partner

By: Crow Holdings Managers, L.L.C.,

a Texas limited liability

company,

Manager

By:

-----------------------------

Name:

------------------------

Title:

-----------------------

X-0

XXXXX XX XXXXX )

)

COUNTY OF DALLAS )

This instrument was acknowledged before me on __________________, 2000

by ____________________, of Avanex Corporation, a Delaware corporation.

[SEAL]

------------------------------------

Notary Public, State of Texas

STATE OF _______ )

)

COUNTY OF _______ )

This instrument was acknowledged before me on _______________________,

2000 by ______________________, ____________________ of ______________________,

a _________________________.

[SEAL]

------------------------------------

Notary Public, State of Texas

STATE OF TEXAS )

)

COUNTY OF DALLAS )

This instrument was acknowledged before me on _________________________,

2000 by _____________________, _____________________ of _____________________,

Crow Holdings Managers, L.L.C.,a Texas limited liability company, Manager of CH

Realty Investors II, GP, LLC, a Delaware limited liability company, General

Partner of CFH Realty II/Glenville, L.P., a Texas limited partnership, in the

capacity herein stated.

[SEAL]

------------------------------------

Notary Public, State of Texas

G-5

EXHIBIT A

to SNDA

Tract I

BEING all that certain lot, tract or parcel of land out of the XXXXX X. XXXXXXX

SURVEY, and being known as xxx 00X, Xxxxx X xx xxx Xxxxxx xx XXXXXXX XXXX

ADDITION PHASE II, an addition to the City of Xxxxxxxxxx, XXXXXX County, Texas,

according to the Revised Map or Plat thereof recorded in Volume 98055, Page

00000, Xxxx Xxxxxxx, XXXXXX Xxxxxx, Xxxxx and being more particularly described

as follows:

BEGINNING at a 1/2 inch iron rod found in the West right-of-way line of North

Glenville Drive, and being the Southeast corner of Lot 31, Block D, as recorded

in Volume 84217, Page 2898, Map Records, DALLAS County, Texas;

THENCE South 01 degrees 17 minutes 29 seconds West, along the West line of said

North Glenville Drive, a distance of 303.59 feet to a 1/2 inch iron rod found

for corner;

THENCE South 48 degrees 15 minutes 21 seconds West, a distance of 20.44 feet to

a 5/8 inch iron rod set in the North line of International Parkway (60' R.O.W.);

THENCE North 89 degrees 52 minutes 00 seconds West, along said North line of

International Parkway a distance of 34.92 feet to a 5/8 inch iron rod set for

the beginning of a curve to the left having a radius of 185.00 feet, a central

angle of 43 degrees 02 minutes 40 seconds, and a chord bearing and distance of

South 68 degrees 57 minutes 07 seconds West, 135.74 feet;

THENCE in a Southwesterly direction, along said curve to the left, a distance

of 138.98 feet to a 1/2 inch iron rod found for the Northeast corner of Lot 29,

Block D, as recorded in Volume 83213, Page 0000, Xxxx Xxxxxxx, XXXXXX Xxxxxx,

Xxxxx;

THENCE North 42 degrees 35 minutes 59 seconds West along the Northeast line of

said Lot 29, a distance of 29.99 feet to a 1/2 inch iron rod found for corner;

THENCE North 60 degrees 27 minutes 38 seconds West, along the Northeast line of

said Lot 29, a distance of 250.00 feet to a 1/2 inch iron rod found in the

Southeast line of Lot 14, Block D, as recorded in Volume 79213, Page 0000, Xxxx

Xxxxxxx, XXXXXX Xxxxxx, Xxxxx and lying in a curve to the left having a radius

of 2525.00 feet, a central angle of 06 degrees 16 minutes 03 seconds and a

chord bearing and distance of North 26 degrees 19 minutes 20 seconds East

276.07 feet;

THENCE in a Northeasterly direction along said curve to the left, and passing

at 3.40 feet the Southeast corner of Lot 12, Block D, as recorded in Volume

80176, Page 0000 Xxxx Xxxxxxx, XXXXXX Xxxxxx, Xxxxx, and continuing in all a

distance of 276.21 feet to an "X" set on a telephone pedestal, for the

Southeast corner of Lot 1, Block D, as recorded in Volume 83157, Page 0000,

Xxxx Xxxxxxx, XXXXXX Xxxxxx, Xxxxx, and being the Southwest corner of said Lot

31;

THENCE South 66 degrees 28 minutes 20 seconds East, along the South line of

said Lot 31, a distance of 64.85 feet to an "X" set for corner;

THENCE South 39 degrees 44 minutes 15 seconds East, along the South line of

said Lot 31, a distance of 239.63 feet to the POINT OF BEGINNING and CONTAINING

118.970 sq. ft. 2.73 acres, more or less.

X-0

Xxxxx XX

XXXXXXXX XXXXXX as created under that certain Mutual Access Agreement executed

by and between MPI #1, LTD., a Texas limited partnership, and MPI #4, LTD., a

Texas limited partnership, dated February 27, 1986, recorded in Volume 86046,

Page 551, Real Property Records, DALLAS County, Texas, in, on, over and across

the following described lot, tract or parcel of land:

XXX 00, xx Xxxxx X xx XXXXXXX XXXX, an Addition to the City of Xxxxxxxxxx,

XXXXXX County, Texas, according to the REVISED Map or Plat thereof recorded in

Volume 84217, Page 0000, Xxxx Xxxxxxx, Xxxxxx Xxxxxx, Xxxxx, and being more

particularly described by metes and bounds as follows:

BEGINNING at a 5/8 inch iron rod set in the West right-of-way line of North

Glenville Drive (80' R.O.W.) at the Southeast corner of Xxx 0, Xxxxx X, xx

XXXXXXX XXXX, an Addition to the City of Richardson, Texas, recorded in Volume

81084, Page 0000, Xxxx Xxxxxxx, XXXXXX Xxxxxx, Xxxxx;

THENCE South 00 degrees 11 minutes 47 seconds West, along the West right-of-way

line of said North Glenville Drive, a distance of 369.68 feet to a 5/8 inch

iron rod set for corner;

THENCE South 01 degrees 17 minutes 29 seconds West, continuing along the West

right-of-way line of said North Glenville Drive, a distance of 81.10 feet to a

1/2 inch iron rod found for the Northeast corner of Xxx 00X, Xxxxx X xx XXXXXXX

XXXX ADDITION PHASE II as recorded in Volume 98055, Page 00000, Xxxx Xxxxxxx,

XXXXXX Xxxxxx, Xxxxx;

THENCE North 89 degrees 44 minutes 15 seconds West, along the North Line of

said Lot 30A, a distance of 239.63 feet to an "X" set for corner;

THENCE North 66 degrees 28 minutes 20 seconds West, along the North line of said

Lot 30A, a distance of 64.85 feet to an "X" set on a telephone pedestal, in a

curve to the left having a radius of 2525.00 feet, a central angle of 10 degrees

16 minutes 52 seconds, and a chord bearing and distance of North 18 degrees 06

minutes 38 seconds East, 452.48 feet, said point being the Southeast corner of

Lot 1, Block D, as recorded in Volume 83157, Page 0000, Xxxx Xxxxxxx, XXXXXX

Xxxxxx, Xxxxx, and being the Northeast corner of Lot 12, Block D, as recorded in

Volume 80176, Page 0000, Xxxx Xxxxxxx, XXXXXX Xxxxxx, Xxxxx, and also being the

Northwest corner of said Lot 30A;

THENCE in a Northeasterly direction along said curve to the left, an arc

distance of 453.08 feet to a 1/2 inch iron rod set in the South line of said

Lot 8;

THENCE South 77 degrees 14 minutes 42 seconds East, along the South line of

said Lot 8, a distance of 20.11 feet to a 5/8 inch iron rod set for corner;

THENCE South 89 degrees 15 minutes 00 seconds East, along the South line of

said Lot 8, a distance of 141.92 feet to the POINT OF BEGINNING and CONTAINING

101.923 sq. ft. or 2.34 acres of land, more or less.

G-7

EXHIBIT H

COMMISSION AGREEMENT

This Commission Agreement (this "Agreement") is entered into effective as of

___________, ____ between CFH REALTY II/GLENVILLE, L.P. ("Owner") the Owner of

0000 X. XXXXXXXXX XXXXX (the "Project") and THE STAUBACH COMPANY ("Broker") with

reference to Broker's efforts in representing AVANEX CORPORATION ("Tenant") for

a lease in the Project.

1. PAYMENT OF COMMISSIONS.

a. COMMISSION STRUCTURE. If Owner executes a lease for space in the

Project with Tenant, registered by Broker as herein provided, then subject to

the terms of this Agreement, Owner shall pay a commission to Broker equal to

four and one-half percent (4-1/2%) of the Base Rent (hereafter defined) payable

under such lease during its initial term, payable as follows: one-half (1/2)

upon execution of the lease, payment by Tenant of any required security deposit

(and the like) and approval of the lease by the party holding the first lien

mortgage indebtedness secured by the Project and one-half (1/2) upon

commencement of the term of the lease, occupancy by Tenant of any portion of

the leased premises, and upon commencement of payment of Base Rent under the

lease.

b. BASE RENT. For the purposes of this Agreement, "Base Rent" shall

mean the aggregate basic rental provided for in the lease in question, but

excluding the following: escalations in excess of the initial basic rental;

amortization of or lump sum payment for special leasehold improvements or

improvements above building standard finish; additional rentals or expense

xxxxxxxx for special tenant services; cancellation or penalty payments for

termination rights contained in the lease; late payment charges; utility

charges, operating expense charges and other sums designated as "additional

rent" under the lease; percentage rentals; parking rentals; rentals for radio,

television, or other antennae systems, and for locations for transmitters,

receivers, and other communication equipment; security deposits; rentals for

services or facilities made available to Tenant at locations other than the

premises covered by the lease; rentals credited to Tenant by reason of a lease

assumption and rent abatements (for the purposes of this exclusion, there shall

also be deducted in determining Base Rent any amount paid by Owner in respect

of a lease assumption other than by way of credit against Tenant's obligation

under the lease); and rentals payable upon continuation of a tenancy on a

month-to-month basis after expiration or termination of the lease-term.

Further, if the value of all concessions granted to Tenant exceeds $20.00 per

rentable square foot of the area so leased, then such excess, together with

interest thereon at ten (10%) percent per annum during the time such

concessions are amortized by Owner, shall be deducted in determining the Base

Rent hereunder.

c. TERMINATION RIGHTS. In determining the length of the initial term

of any lease hereunder, there shall be excluded any portion of the lease term

as to which Tenant has a cancellation right until such time as such right has

lapsed or expired, unless the Lease provides for Tenant to pay unamortized

costs upon cancellation.

d. BROKER EXPENSES. Broker shall be solely responsible for paying all

expenses incurred by it in performing its activities with regard to leasing

space in the Project.

H-1

2. LEASE CONDITIONS.

a. TERM. All leases with respect to which a commission is to be

payable under this Agreement shall have a term of not less than three (3) nor

more than fifteen (15) years.

b. FORM. All leases shall be on Owner's standard form of lease with

reasonable modifications thereto.

3. REGISTRATION PROCEDURE.

a. INITIAL REGISTRATION. Broker has registered Tenant with Owner.

b. EFFECTIVENESS OF REGISTRATION. Registrations hereunder shall

remain in effect only so long as there is active and substantial progress

towards consummating a lease as evidenced by meetings and exchange of

substantive correspondence between Owner, Broker and Tenant. If a period of

thirty (30) days elapses within which no meetings or lease negotiations occur, a

registration shall automatically terminate. Notwithstanding the foregoing,

Tenant may cancel the registration at any time by notifying Owner. Broker

undertakes responsibility for the status of negotiations and of registration

hereunder, and agrees that Owner shall have no obligation to inform Broker of

the termination of any registration or the registration of Tenant by another

broker.

c. DUPLICATE REGISTRATIONS. If for any reason whatsoever more than

one registration is alleged to be in effect for Tenant, Owner shall nevertheless

be obligated to pay only a single commission in respect of a lease with Tenant,

and Owner's obligation shall not exceed that payable if only one registration

were in effect.

4. GENERAL MATTERS.

a. NATURE OF OBLIGATIONS. The obligations of Owner and Broker

hereunder are contractual obligations between them only, and Broker acknowledges

and agrees that it has no rights, liens, or claims of any nature against the

Project or any other party having an interest in or lien secured by the Project.

Recourse against Owner hereunder shall be limited to proceeding against Owner's

interest in the Project or the proceeds of disposition of the Project.

b. SUCCESSORS AND ASSIGNS. Broker may not assign its rights

hereunder without the express written consent of Owner. Should Owner sell the

Project to a third party (a "Project Buyer"), then Owner shall be relieved of

any further obligations hereunder, so long as the Project Buyer or assignee

assumes payment to Broker of all Commissions which are now or hereafter earned

hereunder but not yet paid, or the Owner shall remain liable for all terms and

conditions of this Agreement unless and until the purchaser or assignee(s)

assumes all obligations contained herein.

c. APPLICATION OF PAYMENTS. Broker represents that no portion of

any commission payable hereunder shall be directly or indirectly remitted or

paid to Tenant. Any breach of the provisions of this Section 4.c. shall relieve

Owner of all obligations under this Agreement, and Broker shall repay to Owner

all commissions theretofore paid to Broker by Owner hereunder.

d. PAYMENT FROM OTHER SOURCES. Broker represents that it will not

contract for or receive any payment from any space planner, interior decorator,

contractor, or other party with reference to any lease in the Project unless the

same is disclosed in writing to Owner and Tenant.

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Any breach of the provisions of this Section 4.d. shall relieve Owner of all

obligations under this Agreement, and Broker shall repay to Owner all

commissions theretofore paid to Broker by Owner hereunder.

e. BROKER REPRESENTATION. Broker represents that is duly licensed as a

real estate broker under the laws of the State of Texas.

f. Owner's Interest. Broker shall look solely to Owner's interest in the

Project for the recovery of any judgement against Owner for failure to perform

under this Agreement, and Owner (and its partners, shareholders and agents)

shall not be personally liable for any such judgement therefore.

g. CONFIDENTIALITY. Broker shall not, at any time either during or

subsequent to the negotiations of a lease between Owner and Tenant, disclose to

any person or entity (including any other prospective tenant or client of

Broker) any of the contents of the negotiations between Owner and Tenant or, if

a lease is entered into between Owner and Tenant, any terms of the lease.

OWNER: BROKER:

CFH REALTY II/GLENVILLE L.P. THE STAUBACH COMPANY

By:

--------------------------

By: /s/ XXXXX XXXXXXXX By:

-------------------------- --------------------------

By: Xxxxx Xxxxxxxx Its: Sr. Vice President

VICE PRESIDENT --------------------------

--------------------------

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EXHIBIT A

This Exhibit "A" is attached to and made a part of, and supplements, the

Commission Agreement (the "Agreement") dated ____________ , _____ between as

Owner and as Broker.

SECTION 1. PAYMENT OF COMMISSIONS ON RENEWALS OR EXPANSIONS. Commissions

shall be payable to Broker in connection with renewals of lease terms or leasing

of additional space (expansions) in accordance with the terms of this Agreement.

If an additional commission is earned as herein provided, the commission

structure shall be as follows:

a. RENEWALS. Four and one-half percent (4-1/2%) of the aggregate Base

Rent payable during the renewal term, payable when Tenant accepts occupancy of

the space covered by the renewal and Owner receives the initial payment of Base

Rent as to the renewal term:

b. EXPANSIONS. Four and one-half percent (4-1/2%) of the aggregate

Base Rent payable to Owner in respect of the additional space leased, payable

when Tenant accepts the space in question and Owner receives the initial payment

of Base Rent with regard thereto.

SECTION 2. CONDITIONS PRECEDENT TO PAYMENT OF ADDITIONAL COMMISSIONS.

Broker shall be entitled to receive a commission as to renewals or expansions as

herein provided if (i) Broker is actively involved in representing Tenant in

connection with the negotiation of the renewal or expansion in question (whether

or not there are options or rights therefor in the original lease agreement with

Tenant), and (ii) Tenant provides Owner with a letter (prior to the exchange of

any proposals or similar correspondence between Owner and Tenant) specifically

stating that it has authorized Broker as its representative and acknowledging

payment by Owner of a commission to Broker in accordance with the terms hereof.

Owner shall in good faith determine whether or not Broker is so involved, based

upon attendance at meetings and active substantial participation in

negotiations. If Tenant directly negotiates a renewal or expansion right or

exercises an option provided for in its lease without the involvement of Broker,

then no additional commissions shall be payable.

SECTION 3. LIMITATION ON TOTAL COMMISSION. Notwithstanding anything herein

or in the Agreement to the contrary, no commission shall be due as to the

portion of any lease term that exceeds fifteen (15) years, including the initial

primary term and any and all renewal terms.

INITIALED FOR IDENTIFICATION

OWNER /s/ [INITIALS]

------------------------

BROKER /s/ [INITIALS]

------------------------

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Lease Agreement between CFH Realty II/Glenville, L.P. and Avanex Corporation for the building at 1801 N. Glenville Drive, Richardson, Texas dated August 9, 2000.

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