EXHIBIT 10.1

[AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION LOGO]

STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE - NET
AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION

1. BASIC PROVISIONS ("BASIC PROVISIONS").

1.1 PARTIES: THIS LEASE ("LEASE"), DATED FOR REFERENCE PURPOSES ONLY July
14, 2004, is made by and between Carson Dominguez Properties, L.P. ("LESSOR")
and CancerVax Corporation ("LESSEE"), (collectively the "PARTIES", or
individually a "PARTY").

1.2(a) PREMISES: That certain portion of the Project (as defined below),
including all improvements therein or to be provided by Lessor under the terms
of this Lease, commonly known by the street address of 18120 Central Avenue,
located in the City of Carson, County of Los Angeles, State of CA, with zip code
90746, as outlined on Exhibit A attached hereto ("PREMISES") and generally
described as (describe briefly the nature of the Premises): approximately
42,681 square feet of a 82,972 square foot building (the "Building") in the
Dominguez Technology Center (the "Project").

In addition to Lessee's rights to use and occupy the Premises as hereinafter
specified, Lessee shall have non-exclusive rights to the Common Areas (as
defined in Paragraph 2.7 below) as hereinafter specified, but shall not have any
rights to the exterior walls or utility raceways of the building containing the
Premises ("BUILDING") or to any other buildings in the Project. The Premises,
the Building, the Common Areas, the land upon which they are located, along with
all other buildings and improvements thereon, are herein collectively referred
to as the "PROJECT." (See also Paragraph 2) SEE RIDER

1.2(b) PARKING: 40 unreserved vehicle parking spaces ("UNRESERVED PARKING
SPACES"); (See also Paragraph 2.6)

1.3 TERM: 84.5 months ("ORIGINAL TERM") commencing August 18, 2004
("COMMENCEMENT DATE") and ending August 26, 2011 ("EXPIRATION DATE"). (See also
Paragraph 3)

1.4

1.5 BASE RENT: $25,608.60 per month ("BASE RENT"), payable on the first
day of each month commencing November 18, 2004. (See also Paragraph 4)

[X] If this box is checked, there are provisions in this Lease for the Base Rent
to be adjusted.

1.6 LESSEE'S SHARE OF COMMON AREA OPERATING EXPENSES: fifty one and four
tenths percent (51.4%) ("LESSEE'S SHARE").

1.7 BASE RENT AND OTHER MONIES PAID UPON EXECUTION:

(a) BASE RENT: $25,608.60 for the period November 18, 2004 to
December 17, 2004.

(b) COMMON AREA OPERATING EXPENSES: $5,548.00 for the period August
18, 2004 to September 17, 2004.

(e) TOTAL DUE UPON EXECUTION OF THIS LEASE: $31,156.60.

1.8 AGREED USE: general office, administrative, laboratory, warehouse
and distribution of medical equipment and material and all other uses permitted
under applicable zoning. (See also Paragraph 6)

1.9 INSURING PARTY. Lessor is the "INSURING PARTY". (See also Paragraph
8)

1.10 REAL ESTATE BROKERS: (See also Paragraph 15)

(a) REPRESENTATION: The following real estate brokers (the
"BROKERS") and brokerage relationships exist in this transaction (check
applicable boxes):

[X] CB Richard Ellis represents Lessor exclusively ("LESSOR'S BROKER");

[X] The Staubach Company represents Lessee exclusively ("LESSEE'S BROKER");

[ ] ______________________________________ represents both Lessor and Lessee
("DUAL AGENCY").

(b) PAYMENT TO BROKERS: Upon execution and delivery of this Lease by
both Parties, Lessor shall pay to the Brokers the brokerage fee agreed to in a
separate written agreement.

1.11

1.12 ADDENDA AND EXHIBITS. Attached hereto is a Rider and Exhibits A
through C, all of which constitute a part of this Lease.

2. PREMISES.

2.1 LETTING. Lessor hereby leases to Lessee, and Lessee hereby leases
from Lessor, the Premises, for the term, at the rental, and upon all of the
terms, covenants and conditions set forth in this Lease. Unless otherwise
provided herein, any statement of size set forth in this Lease, or that may have
been used in calculating Rent, is an approximation which the Parties agree is
reasonable and any payments based thereon are not subject to revision whether or
not the actual size is more or less.

2.2 CONDITION. Lessor shall deliver that portion of the Premises
contained within the Building ("UNIT") to Lessee broom clean and free of debris
on the Commencement Date or the Early Possession Date, whichever first occurs
("START DATE"), and, so long as the required service contracts described in
Paragraph 7.1(b) below are obtained by Lessee and in effect within thirty days
following the Start Date, warrants that the existing electrical, plumbing, fire
sprinkler, lighting, heating, ventilating and air conditioning systems ("HVAC"),
loading doors, if any, and all other such elements in the Unit, other than those
constructed by Lessee, shall be in good operating condition on said date and
that the structural elements of the roof, bearing walls and foundation of the
Unit shall be free of material defects. If a non-compliance with such warranty
exists as of the Start Date, or if one of such systems or elements should
malfunction or fail within the appropriate warranty period, Lessor shall, as
Lessor's sole obligation with respect to such matter, except as otherwise
provided in this Lease, promptly after receipt of written notice from Lessee
setting forth with specificity the nature and extent of such non-compliance,
malfunction or failure, rectify same at Lessor's expense. The warranty periods
shall be as follows: 30 days as to the remaining systems and other elements of
the Unit. If Lessee does not give Lessor the required notice within the
appropriate

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warranty period, correction of any such non-compliance, malfunction or failure
shall be the obligation of Lessee at Lessee's sole cost and expense (except for
the repairs to the fire sprinkler systems, roof, foundations,
and/or bearing walls -- see Paragraph 7).

2.3 COMPLIANCE. Lessor warrants that the improvements on the Premises and
the Common Areas comply with the building codes that were in effect at the time
that each such improvement, or portion thereof, was constructed, and also with
all applicable laws, including the Americans with Disabilities Act, covenants or
restrictions of record, regulations, and ordinances in effect on the Start
Date ("APPLICABLE REQUIREMENTS"). Said warranty does not apply to the use to
which Lessee will put the Premises or to any Alterations or Utility
Installations (as defined in Paragraph 7.3(a)) made or to be made by Lessee.
NOTE: LESSEE IS RESPONSIBLE FOR DETERMINING WHETHER OR NOT THE APPLICABLE
REQUIREMENTS, AND ESPECIALLY THE ZONING, ARE APPROPRIATE FOR LESSEE'S INTENDED
USE, AND ACKNOWLEDGES THAT PAST USES OF THE PREMISES MAY NO LONGER BE ALLOWED.
If the Premises do not comply with said warranty, Lessor shall, except as
otherwise provided, promptly after receipt of written notice from Lessee setting
forth with specificity the nature and extent of such non-compliance, rectify
the same at Lessor's expense. If Lessee does not give Lessor written notice of
a non-compliance with this warranty within 6 months following the Start Date,
correction of that non-compliance shall be the obligation of Lessee at Lessee's
sole cost and expense. If the Applicable Requirements are hereafter changed so
as to require during the term of this Lease the construction of an addition to
or an alteration of the Unit, Premises and/or Building, the remediation of any
Hazardous Substance, or the reinforcement or other physical modification of
the Unit, Premises and/or Building ("CAPITAL EXPENDITURE"), Lessor and Lessee
shall allocate the cost of such work as follows:

(a) Subject to Paragraph 2.3(c) below, if such Capital Expenditures
are required as a result of the specific and unique use of the Premises by
Lessee as compared with uses by tenants in general, Lessee shall be fully
responsible for the cost thereof, provided, however that if such Capital
Expenditure is required during the last 2 years of this Lease and the cost
thereof exceeds 6 months' Base Rent, Lessee may instead terminate this Lease
unless Lessor notifies Lessee, in writing, within 10 days after receipt of
Lessee's termination notice that Lessor has elected to pay the difference
between the actual cost thereof and the amount equal to 6 months' Base Rent. If
Lessee elects termination, Lessee shall immediately cease the use of the
Premises which requires such Capital Expenditure and deliver to Lessor written
notice specifying a termination date at least 90 days thereafter. Such
termination date shall, however, in no event be earlier than the last day that
Lessee could legally utilize the Premises without commencing such Capital
Expenditure.

(b) If such Capital Expenditure is not the result of the specific
and unique use of the Premises by Lessee (such as, governmentally mandated
seismic modifications), then Lessor and Lessee shall allocate the obligation to
pay for the portion of such costs reasonably attributable to the Premises
pursuant to the formula set out in Paragraph 7.1(d); provided, however, that if
such Capital Expenditure is required during the last 2 years of this Lease or
if Lessor reasonably determines that it is not economically feasible to pay its
share thereof, Lessor shall have the option to terminate this Lease upon 90
days prior written notice to Lessee unless Lessee notifies Lessor, in writing,
within 10 days after receipt of Lessor's termination notice that Lessee will
pay for such Capital Expenditure. If Lessor does not elect to terminate, and
fails to tender its share of any such Capital Expenditure, Lessee may advance
such funds and deduct same, with Interest, from Rent until Lessor's share of
such costs have been fully paid. If Lessee is unable to finance Lessor's share,
or if the balance of the Rent due and payable for the remainder of this Lease
is not sufficient to fully reimburse Lessee on an offset basis, Lessee shall
have the right to terminate this Lease upon 30 days written notice to Lessor.

(c) Notwithstanding the above, the provisions concerning Capital
Expenditures are intended to apply only to non-voluntary, unexpected, and new
Applicable Requirements. If the Capital Expenditures are instead triggered by
Lessee as a result of an actual or proposed change in use, change in intensity
of use, or modification to the Premises then, and in that event, Lessee shall
be fully responsible for the cost thereof, and Lessee shall not have any right
to terminate this Lease.

2.4 ACKNOWLEDGEMENTS. Lessee acknowledges that: (a) it has been advised
by Lessor and/or Brokers to satisfy itself with respect to the condition of the
Premises (including but not limited to the electrical, HVAC and fire sprinkler
systems, security, environmental aspects, and compliance with Applicable
Requirements and the Americans with Disabilities Act), and their suitability
for Lessee's intended use, (b) Lessee has made such investigation as it deems
necessary with reference to such matters and assumes all responsibility
therefor as the same relate to its occupancy of the Premises, and (c) neither
Lessor, Lessor's agents, nor Brokers have made any oral or written
representations or warranties with respect to said matters other than as set
forth in this Lease. In addition, Lessor acknowledges that: (i) Brokers have
made no representations, promises or warranties concerning Lessee's ability to
honor the Lease or suitability to occupy the Premises, and (ii) it is Lessor's
sole responsibility to investigate the financial capability and/or suitability
of all proposed tenants.

2.5

2.6 VEHICLE PARKING. Lessee shall be entitled to use the number of
Unreserved Parking Spaces specified in Paragraph 1.2(b) on those portions of
the Common Areas designated from time to time by Lessor for parking. Lessee,
subject to Lessor's approval, shall have the right to add additional parking
spaces in the truck yard portion of Premises. Said parking spaces shall be used
for parking by vehicles no larger than full-size passenger automobiles or
pick-up trucks, herein called "PERMITTED SIZE VEHICLES." Notwithstanding the
foregoing, Lessee shall have the right to park vehicles that are larger than
Permitted Size Vehicles in the truck yard portion of the Premises. Lessor may
regulate the loading and unloading of vehicles by adopting Rules and
Regulations as provided in Paragraph 2.9. No vehicles other than Permitted Size
Vehicles may be parked in the Common Area without the prior written permission
of Lessor.

(a) Lessee shall not permit or allow any vehicles that belong to or
are controlled by Lessee or Lessee's employees, suppliers, shippers, customers,
contractors or invitees to be loaded, unloaded, or parked in areas other than
those designated by Lessor for such activities or to use, encroach on or park in
the portion of the Common Areas behind portions of the Building occupied by
other lessees.

(b) Lessee shall not service or store any vehicles in the Common
Areas.

(c) If Lessee permits or allows any of the prohibited activities
described in this Paragraph 2.6, then Lessor shall have the right, without
notice, in addition to such other rights and remedies that it may have, to
remove or tow away the vehicle involved and charge the cost to Lessee, which
cost shall be immediately payable upon demand by Lessor.

2.7 COMMON AREAS -- DEFINITION. The term "COMMON AREAS" is defined as
all areas and facilities outside the Premises and within the exterior boundary
line of the Project and interior utility raceways and installations within the
Unit that are provided and designated by the Lessor from time to time for the
general non-exclusive use of Lessor, Lessee and other tenants of the Project
and their respective employees, suppliers, shippers, customers, contractors and
invitees, including parking areas, loading and unloading areas, trash areas,
roadways, walkways, driveways and landscaped areas.

2.8 COMMON AREAS -- LESSEE'S RIGHTS. Lessor grants to Lessee, for the
benefit of Lessee and its employees, suppliers, shippers, contractors,
customers and invitees, during the term of this Lease, the non-exclusive right
to use, in common with others entitled to such use, the Common Areas as they
exist from time to time, subject to any rights, powers, and privileges reserved
by Lessor under the terms hereof or under the terms of any rules and
regulations or restrictions governing the use of the Project. Under no
circumstances shall the right herein granted to use the Common Areas be deemed
to include the right to store any property, temporarily or permanently, in the
Common Areas. Any such storage shall be permitted only by the prior written
consent of Lessor or Lessor's designated agent, which consent may be revoked at
any time. In the event that any unauthorized storage shall occur then Lessor
shall have the right, without notice, in addition to such other rights and
remedies that it may have, to remove the property and charge the cost to
Lessee, which cost shall be immediately payable upon demand by Lessor.

2.9 COMMON AREAS -- RULES AND REGULATIONS. Lessor or such other
person(s) as Lessor may appoint shall have the exclusive control and management
of the Common Areas and shall have the right, from time to time, to establish,
modify, amend and enforce reasonable rules and regulations ("RULE AND
REGULATIONS") for the management, safety, care, and cleanliness of the grounds,
the parking and unloading of vehicles and the preservation of good order, as
well as for the convenience of other occupants or tenants of the Building and
the Project and their invitees. Lessee agrees to abide by and conform to all
such Rules and Regulations, and to cause its employees, suppliers, shippers,
customers, contractors and invitees to so abide and conform. Lessor shall not
be responsible to Lessee for the non-compliance with said Rules and Regulations
by other tenants of the Project.

2.10 COMMON AREAS -- CHANGES. Lessor shall have the right, in Lessor's
sole discretion, from time to time:

(a) To make changes to the Common Areas, including, without
limitation, changes in the location, size, shape and number of driveways,
entrances, parking spaces, parking areas, loading and unloading areas, ingress,
egress, direction of traffic, landscaped areas, walkways and utility raceways;

(b) To close temporarily any of the Common Areas for maintenance
purposes so long as reasonable access to the Premises remains available;

(d) To add additional buildings and improvements to the Common Areas;

(e) To use the Common Areas while engaged in making additional
improvements, repairs or alterations to the Project, or any portion thereof; and

(f) To do and perform such other acts and make such other changes
in, to or with respect to the Common Areas and Project as Lessor may, in the
exercise of sound business judgment, deem to be appropriate.

3. TERM

3.1 TERM. The Commencement Date, Expiration Date and Original Term of
this Lease are as specified in Paragraph 1.3.

3.2

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3.3 DELAY IN POSSESSION. Lessor agrees to use its best commercially
reasonable efforts to deliver possession of the Premises to Lessee by the
Commencement Date. If, despite said efforts, Lessor is unable to deliver
possession as agreed, Lessor shall not be subject to any liability therefor, nor
shall such failure affect the validity of this Lease. Lessee shall not,
however, be obligated to pay Rent or perform its other obligations until it
receives possession of the Premises. If possession is not delivered within 60
days after the Commencement Date, Lessee may, at its option, by notice in
writing within 10 days after the end of such 60 day period, cancel this Lease,
in which event the Parties shall be discharged from all obligations hereunder.
If such written notice is not received by Lessor within said 10 day period,
Lessee's right to cancel shall terminate. Except as otherwise provided, if
possession is not tendered to Lessee by the Start Date and Lessee does not
terminate this Lease, as aforesaid, any period of rent abatement that Lessee
would otherwise have enjoyed shall run from the date of delivery of possession
and continue for a period equal to what Lessee would otherwise have enjoyed
under the terms hereof, but minus any days of delay caused by the acts or
omissions of Lessee. If possession of the Premises is not delivered within
4 months after the Commencement Date, this Lease shall terminate unless other
agreements are reached between Lessor and Lessee, in writing.

3.4 LESSEE COMPLIANCE. Lessor shall not be required to tender possession
of the Premises to Lessee until Lessee complies with its obligation to provide
evidence of insurance (Paragraph 8.5). Pending delivery of such evidence,
Lessee shall be required to perform all of its obligations under this Lease
from and after the Start Date, including the payment of Rent, notwithstanding
Lessor's election to withhold possession pending receipt of such evidence of
insurance. Further, if Lessee is required to perform any other conditions prior
to or concurrent with the Start Date, the Start Date shall occur but Lessor
may elect to withhold possession until such conditions are satisfied.

4. RENT.

4.1 RENT DEFINED. All monetary obligations of Lessee to Lessor under the
terms of this Lease (except for the Security Deposit) are deemed to be rent
("RENT").

4.2 COMMON AREA OPERATING EXPENSES. Lessee shall pay to Lessor during the
term hereof, in addition to the Base Rent, Lessee's Share (as specified in
Paragraph 1.6) of all Common Area Operating Expenses, as hereinafter defined,
during each calendar year of the term of this Lease, in accordance with the
following provisions:

(a) "COMMON AREA OPERATING EXPENSES" are defined, for purposes of
this Lease, as all costs incurred by Lessor relating to the ownership and
operation of the Project, including, but not limited to, the following:

(i) The operation, repair and maintenance, in neat, clean,
good order and condition of the following:

(aa) The Common Areas and Common Area improvements,
including parking areas, loading and unloading
areas, trash areas, roadways, walkways, driveways,
landscaped areas, bumpers, irrigation systems,
Common Area lighting facilities, fences and gates,
elevators, roofs, painting of exterior walls, and
roof drainage systems.

(bb) Exterior signs and any tenant directories.

(cc) Any fire detection and/or sprinkler systems.

(ii) The cost of water, gas, electricity and telephone to
service the Common Areas and any utilities not
separately metered.

(iii) Trash disposal, pest control services, property
management, security patrol services, and the costs of
any environmental inspections.

(iv) Reserves set aside for maintenance and repair of Common
Areas.

(v) Real Property Taxes (as defined in Paragraph 10).

(vi) The cost of the premiums for the insurance maintained by
Lessor pursuant to Paragraph 8.

(vii) Any deductible portion of an insured loss concerning
the Building of the Common Areas.

(viii) The cost of any Capital Expenditure to the Building
or the Project not covered under the provisions of
Paragraph 2.3 but only to the extent that such Capital
Expenditures reduces the Common Area Operating Expenses
and only to the extent that Lessor can demonstrate an
actual reduction in Common Area Operating Expenses.
provided; however, that Lessor shall allocate the cost
of any such Capital Expenditure over a 12 year period
and Lessee shall not be required to pay more than
Lessee's Share of 1/144th of the cost of such Capital
Expenditure in any given month.

(ix) Any other services to be provided by Lessor that are
stated elsewhere in this Lease to be a Common Area
Operating Expense.

(x) An administrative fee equal to one and one half percent
of the Base Rent hereunder per year, payable in equal
monthly installments.

(xi) SEE RIDER

(b) Any Common Area Operating Expenses and Real Property Taxes
that are specifically attributable to the Unit, the Building or to any other
building in the Project or to the operation, repair and maintenance thereof,
shall be allocated entirely to such Unit, Building, or other building. However,
any Common Area Operating Expenses and Real Property Taxes that are not
specifically attributable to the Building or to any other building or to the
operation, repair and maintenance thereof, shall be equitably allocated by
Lessor to all buildings in the Project.

(c) The inclusion of the improvements, facilities and services set
forth in Subparagraph 4.2(a) shall not be deemed to impose an obligation upon
Lessor to either have said improvements or facilities or to provide those
services unless the Project already has the same, Lessor already provides the
services, or Lessor has agreed elsewhere in this Lease to provide the same or
some of them.

(d) Lessee's Share of Common Area Operating Expenses shall be
payable by Lessee within 10 days after a reasonably detailed statement of
actual expenses is presented to Lessee. At Lessor's option, however, an amount
may be estimated by Lessor from time to time of Lessee's Share of annual
Common Area Operating Expenses and the same shall be payable monthly or
quarterly, as Lessor shall designate, during each 12 month period of the Lease
term, on the same day as the Base Rent is due hereunder. Lessor shall deliver
to Lessee within 60 days after the expiration of each calendar year a
reasonably detailed statement showing Lessee's Share of the actual Common Area
Operating Expenses incurred during the preceding year. If Lessee's payments
under this Paragraph 4.2(d) during the preceding year exceed Lessee's Share as
indicated on such statement, Lessor shall credit the amount of such
over-payment against Lessee's Share of Common Area Operating Expenses next
becoming due. If Lessee's payments under this Paragraph 4.2(d) during the
preceding year were less than Lessee's Share as indicated on such statement,
Lessee shall pay to Lessor the amount of the deficiency within 10 days after
delivery by Lessor to Lessee of the statement. Lessee shall have the right, at
its own expense, within ninety (90) days after receiving Lessor's written
statement of the actual expenses for a particular year to audit Lessor's books
and records relating thereto for such year. If, as a result of such audit,
Lessee discovers that Lessee has overpaid the amounts due under this paragraph
4.2 by 5% or more, Lessor shall reimburse Lessee for the cost of such audit, not
to exceed $1,000.00 and shall immediately pay Lessee such amounts as have been
overpaid.

4.3 PAYMENT. Lessee shall cause payment of Rent to be received by
Lessor in lawful money of the United States, without offset or deduction
(except as specifically permitted in this Lease), on or before the day on
which it is due. Rent for any period during the term hereof which is for less
than one full calendar month shall be prorated based upon the actual number of
days of said month. Payment of Rent shall be made to Lessor at its address
stated herein or to such other persons or place as Lessor may from time to time
designate in writing. Acceptance of a payment which is less than the amount then
due shall not be a waiver of Lessor's rights to the balance of such Rent,
regardless of Lessor's endorsement of any check so stating. In the event that
any check, draft, or other instrument of payment given by Lessee or Lessor is
dishonored for any reason, Lessee agrees to pay to Lessor the sum of $25 in
addition to any late charges which may be due.

5. SECURITY DEPOSIT. Lessee shall deposit with Lessor upon execution hereof
the Security Deposit as security for Lessee's faithful performance of its
obligations under this Lease. If Lessee fails to pay Rent, or otherwise
Defaults under this Lease, Lessor may use, apply or retain all or any portion
of said Security Deposit for the payment of any amount due Lessor or to
reimburse or compensate Lessor for any liability, expense, loss or damage which
Lessor may suffer or incur by reason thereof. If Lessor uses or applies all or
any portion of the Security Deposit, Lessee shall within 10 days after written
request therefor deposit monies with Lessor sufficient to restore said Security
Deposit to the full amount required by this Lease. Lessor shall not be required
to keep the Security Deposit separate from its

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general accounts. Within 14 days after the expiration or termination of this
Lease, if Lessor elects to apply the Security Deposit only to unpaid Rent,
and otherwise within 30 days after the Premises have been vacated pursuant to
Paragraph 7.4(c) below, Lessor shall return that portion of the Security
Deposit not used or applied by Lessor. No part of the Security Deposit shall be
considered to be held in trust, to bear interest or to be prepayment for any
monies to be paid by Lessee under this Lease. SEE RIDER

6. USE.

6.1 USE. Lessee shall use and occupy the Premises only for the Agreed
Use, or any other legal use which is reasonably comparable thereto, and for no
other purpose. Lessee shall not use or permit the use of the Premises in a
manner that is unlawful, creates damage, waste or a nuisance, or that disturbs
occupants of or causes damage to neighboring premises or properties. Lessor
shall not unreasonably withhold or delay its consent to any written request for
a modification of the Agreed Use, so long as the same will not impair the
structural integrity of the improvements on the Premises or the mechanical or
electrical systems therein, and/or is not significantly more burdensome to the
Premises. If Lessor elects to withhold consent, Lessor shall within 7 days
after such request give written notification of same, which notice shall
include an explanation of Lessor's objections to the change in the Agreed Use.

6.2 HAZARDOUS SUBSTANCES.
(a) Reportable Uses Require Consent. The term "HAZARDOUS SUBSTANCE"
as used in this Lease shall mean any product, substance, or waste whose
presence, use, manufacture, disposal, transportation, or release, either by
itself or in combination with other materials expected to be on the Premises,
is either: (i) potentially injurious to the public health, safety or welfare,
the environment or the Premises, (ii) regulated or monitored by any
governmental authority, or (iii) a basis for potential liability of Lessor to
any governmental agency or third party under any applicable statute or common
law theory. Hazardous Substances shall include, but not be limited to,
hydrocarbons, petroleum, gasoline, and/or crude oil or any products,
by-products or fractions thereof. Lessee shall not engage in any activity in or
on the Premises which constitutes a Reportable Use of Hazardous Substances
without the express prior written consent of Lessor and timely compliance (at
Lessee's expense) with all Applicable Requirements. "REPORTABLE USE" shall mean
(i) the installation or use of any above or below ground storage tank, (ii) the
generation, possession, storage, use, transportation, or disposal of a Hazardous
Substance that requires a permit from, or with respect to which a report,
notice, registration or business plan is required to be filed with, any
governmental authority. Notwithstanding the foregoing, Lessee may use any
ordinary and customary materials reasonably required to be used in the normal
course of the Agreed Use, so long as such use is in compliance with all
Applicable Requirements, is not a Reportable Use, and does not expose the
Premises or neighboring property to any meaningful risk of contamination or
damage or expose Lessor to any liability therefor. In addition, Lessor may
condition its consent to any Reportable Use upon receiving such additional
assurances as Lessor reasonably deems necessary to protect itself, the public,
the Premises and/or the environment against damage, contamination, injury
and/or liability, including, but not limited to, the installation (and removal
on or before Lease expiration or termination) of protective modifications (such
as concrete encasements, secondary containment devices or structures and
monitoring alarms) and/or increasing the Security Deposit. SEE RIDER

(b) DUTY TO INFORM LESSOR. If Lessee knows, or has reasonable cause
to believe, that a Hazardous Substance has come to be located in, on, under or
about the Premises, other than as previously consented to by Lessor, Lessee
shall immediately give written notice of such fact to Lessor, and provide Lessor
with a copy of any report, notice, claim or other documentation which it has
concerning the presence of such Hazardous Substance.

(c) LESSEE REMEDIATION. Lessee shall not cause or permit any
Hazardous Substance to be spilled or released in, on, under, or about the
Premises (including through the plumbing or sanitary sewer system) and shall
promptly, at Lessee's expense, take all investigatory and/or remedial action
reasonably recommended, whether or not formally ordered or required, for the
cleanup of any contamination of, and for the maintenance, security and/or
monitoring of the Premises or neighboring properties, that was caused or
materially contributed to by Lessee, or pertaining to or involving any Hazardous
Substance brought onto the Premises during the term of this Lease, by or for
Lessee, or any third party.

(d) LESSEE INDEMNIFICATION. Lessee shall indemnify, defend and hold
Lessor, its agents, employees, lenders and ground lessor, if any, harmless from
and against any and all loss of rents and/or damages, liabilities, judgments,
claims, expenses, penalties, and attorneys' and consultants' fees arising out of
or involving any Hazardous Substance brought onto the Premises by or for Lessee,
or any third party after the Commencement Date (provided, however, that Lessee
shall have no liability under this Lease with respect to underground migration
of any Hazardous Substance under the Premises from areas outside of the
Project). Lessee's obligations shall include, but not be limited to, the effects
of any contamination or injury to person, property or the environment created or
suffered by Lessee, and the cost of investigation, removal, remediation,
restoration and/or abatement, and shall survive the expiration or termination of
this Lease. No termination, cancellation or release agreement entered into by
Lessor and Lessee shall release Lessee from its obligations under this Lease
with respect to Hazardous Substances, unless specifically so agreed by Lessor in
writing at the time of such agreement.

(e) LESSOR INDEMNIFICATION. Lessor and its successors and assigns
shall indemnify, defend, reimburse and hold Lessee, its employees and lenders,
harmless from and against any and all environmental damages, including the cost
of remediation, which existed as a result of Hazardous Substances on the
Premises prior to the Start Date or which are caused by the gross negligence or
willful misconduct of Lessor, its agents or employees. Lessor's obligations,
as and when required by the Applicable Requirements, shall include, but not be
limited to, the cost of investigation, removal, remediation, restoration and/or
abatement, and shall survive the expiration or termination of this Lease.

(f) INVESTIGATIONS AND REMEDIATIONS. Lessor shall retain the
responsibility and pay for any investigations or remediation measures required
by governmental entities having jurisdiction with respect to the existence of
Hazardous Substances on the Premises prior to the Start Date, unless such
remediation measure is required as a result of Lessee's use (including
"Alterations", as defined in paragraph 7.3(a) below) of the Premises, in which
event Lessee shall be responsible for such payment. Lessee shall cooperate fully
in any such activities at the request of Lessor, including allowing Lessor and
Lessor's agents to have reasonable access to the Premises at reasonable times in
order to carry out Lessor's investigative and remedial responsibilities.

(g) LESSOR TERMINATION OPTION. If a Hazardous Substance Condition
(see Paragraph 9.1(e)) occurs during the term of this Lease, unless Lessee is
legally responsible therefor (in which case Lessee shall make the investigation
and remediation thereof required by the Applicable Requirements and this Lease
shall continue in full force and effect, but subject to Lessor's rights under
Paragraph 6.2(d) and Paragraph 13), Lessor may, at Lessor's option, either (i)
investigate and remediate such Hazardous Substance Condition, if required, as
soon as reasonably possible at Lessor's expense, in which event this Lease shall
continue in full force and effect, or (ii) if the estimated cost to remediate
such condition exceeds 12 times the then monthly Base Rent or $250,000,
whichever is greater, give written notice to Lessee, within 30 days after
receipt by Lessor of knowledge of the occurrence of such Hazardous Substance
Condition, of Lessor's desire to terminate this Lease as of the date 60 days
following the date of such notice. In the event Lessor elects to give a
termination notice, Lessee may, within 10 days thereafter, give written notice
to Lessor of Lessee's commitment to pay the amount by which the cost of the
remediation of such Hazardous Substance Condition exceeds an amount equal to 12
times the then monthly Base Rent of $250,000, whichever is greater. Lessee shall
provide Lessor with said funds or satisfactory assurance thereof within 30 days
following such commitment. In such event, this Lease shall continue in full
force and effect, and Lessor shall proceed to make such remediation as soon as
reasonably possible after the required funds are available. If Lessee does not
give such notice and provide the required funds or assurance thereof within the
time provided, this Lease shall terminate as of the date specified in Lessor's
notice of termination.

6.3 LESSEE'S COMPLIANCE WITH APPLICABLE REQUIREMENTS. Except as otherwise
provided in this Lease, Lessee shall, at Lessee's sole expense, fully,
diligently and in a timely manner, materially comply with all Applicable
Requirements, the requirements of any applicable fire insurance underwriter or
rating bureau, and the recommendations of Lessor's engineers and/or consultants
which relate in any manner to the Premises, without regard to whether said
requirements are now in effect or become effective after the Start Date. Lessee
shall, within 10 days after receipt of Lessor's written request, provide Lessor
with copies of all permits and other documents, and other information
evidencing Lessee's compliance with any Applicable Requirements reasonably
specified by Lessor, and shall immediately upon receipt, notify Lessor in
writing (with copies of any documents involved) of any threatened or actual
claim, notice, citation, warning, complaint or report pertaining to or
involving the failure of Lessee or the Premises to comply with any Applicable
Requirements.

6.4 INSPECTION; COMPLIANCE. Lessor and Lessor's "LENDER" (as defined in
Paragraph 30) and consultants shall have the right to enter into Premises at
any time, in the case of an emergency, and otherwise at reasonable times and
upon reasonable notice, for the purpose of inspecting the condition of the
Premises and for verifying compliance by Lessee with this Lease. The cost of
any such inspections shall be paid by Lessor, unless a violation of Applicable
Requirements, or a contamination is found to exist or be imminent, or the
inspection is requested or ordered by a governmental authority. In such case,
Lessee shall upon request reimburse Lessor for the cost of such inspection, so
long as such inspection is reasonably related to the violation or
contamination.

6.5 REMOVAL OF PERSONAL PROPERTY. Notwithstanding anything in this Lease,
Lessee shall, at Lessee's sole cost and expense, upon expiration or sooner
termination of the Lease, promptly remove from the Premises any and all
personal property and trade fixtures of Lessee used in connection with the use,
treatment, storage, generation, emission, or disposal of Hazardous Materials.

7. MAINTENANCE; REPAIRS, UTILITY INSTALLATIONS; TRADE FIXTURES AND ALTERATIONS.

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7.1 LESSEE'S OBLIGATIONS

(a) IN GENERAL. Subject to the provisions of Paragraph 2.2 (Condition),
2.3 (Compliance), 6.3 (Lessee's Compliance with Applicable Requirements), 7.2
(Lessor's Obligations), 9 (Damage or Destruction), and 14 (Condemnation), Lessee
shall, at Lessee's sole expense, keep the Premises, Utility Installations
(intended for Lessee's exclusive use, no matter where located), and Alterations
in good order, condition and repair (whether or not the portion of the Premises
requiring repairs, or the means of repairing the same, are reasonably or readily
accessible to Lessee, and whether or not the need for such repairs occurs as a
result of Lessee's use, any prior use, the elements or the age of such portion
of the Premises), including, but not limited to, all equipment or facilities,
such as plumbing, HVAC equipment, electrical, lighting facilities, boilers,
pressure vessels, fixtures, interior walls, interior surfaces of exterior walls,
ceilings, floors, windows, doors, plate glass, and skylights but excluding any
items which are the responsibility of Lessor pursuant to Paragraph 7.2. Lessee,
in keeping the Premises in good order, condition and repair, shall exercise and
perform good maintenance practices, specifically including the procurement and
maintenance of the service contracts required by Paragraph 7.1(b) below.
Lessee's obligations shall include restorations, replacements or renewals when
necessary to keep the Premises and all improvements thereon or a part thereof in
good order, condition and state of repair.

SEE RIDER

(b) SERVICE CONTRACTS. Lessee shall, at Lessee's sole expense, procure
and maintain contracts, with copies to Lessor, in customary form and substance
for, and with contractors specializing and experienced in the maintenance of the
following equipment and improvements, if any, if and when installed on the
Premises: (i) HVAC equipment, (ii) boiler and pressure vessels, (iii)
clarifiers, and (iv) any other equipment, if reasonably required by Lessor.
However, Lessor reserves the right, upon notice to Lessee, to procure and
maintain any or all of such service contracts, and if Lessor so elects, Lessee
shall reimburse Lessor, upon demand, for the cost thereof.

(c) FAILURE TO PERFORM. If Lessee fails to perform Lessee's obligations
under this Paragraph 7.1, Lessor may enter upon the Premises after 10 days'
prior written notice to Lessee (except in the case of an emergency, in which
case no notice shall be required), perform such obligations on Lessee's behalf,
and put the Premises in good order, condition and repair, and Lessee shall
promptly reimburse Lessor for the cost thereof.

(d) REPLACEMENT. Subject to Lessee's indemnification of Lessor as set
forth in Paragraph 8.7 below, and without relieving Lessee of liability
resulting from Lessee's failure to exercise and perform good maintenance
practices, if an item described in Paragraph 7.1(b) cannot be repaired other
than at a cost which is in excess of 50% of the cost of replacing such item,
then such item shall be replaced by Lessor, and the cost thereof shall be
prorated between the Parties and Lessee shall only be obligated to pay, each
month during the remainder of the term of this Lease, on the date on which Base
Rent is due, an amount equal to the product of multiplying the cost of such
replacement by a fraction, the numerator of which is one, and the denominator of
which is 144 (ie. 1/144th of the cost per month). Lessee shall pay interest on
the unamortized balance at a rate that is the prime rate as published by Bank of
America plus 2%. Lessee may, however, prepay its obligation at any time.

7.2 LESSOR'S OBLIGATIONS. Subject to the provisions of paragraphs 2.2
(Condition), 2.3 (Compliance), 4.2 (Common Area Operating Expenses), 6 (Use),
7.1 (Lessee's Obligations), 9 (Damage or Destruction) and 14 (Condemnation),
Lessor, subject to reimbursement pursuant to Paragraph 4.2, shall keep in good
order, condition and repair the foundations, exterior walls (including painting
once every five [5] years), structural condition of interior bearing walls,
exterior roof, fire sprinkler system, Common Area fire alarm and/or smoke
detection systems, fire hydrants, parking lots (including reslurry at least once
every two [2] years), walkways, parkways, driveways, landscaping, fences, signs
and utility systems serving the Common Areas and all parts thereof, as well as
providing the services for which there is a Common Area Operating Expense
pursuant to Paragraph 4.2. Lessor shall not be obligated to paint the interior
surfaces of exterior walls nor shall Lessor be obligated to maintain, repair or
replace windows, doors or plate glass of the Premises. Lessee expressly waives
the benefit of any statute now or hereafter in effect to the extent it is
inconsistent with the terms of this Lease.

7.3 UTILITY INSTALLATIONS; TRADE FIXTURES; ALTERATIONS.

(a) DEFINITIONS. The term "UTILITY INSTALLATIONS" refers to all floor
and window coverings, air lines, power panels, electrical distribution, security
and fire protection systems, communication systems, lighting fixtures, HVAC
equipment, plumbing, and fencing in or on the Premises. The term "TRADE
FIXTURES" shall mean Lessee's machinery and equipment that can be removed
without doing material damage to the Premises. The term "ALTERATIONS" shall mean
any modification of the improvements, other than Utility Installations to Trade
Fixtures, whether by addition or deletion. "LESSEE OWNED ALTERATIONS AND/OR
UTILITY INSTALLATIONS" are defined as Alterations and/or Utility Installations
made by Lessee that are not yet owned by Lessor pursuant to Paragraph 7.4(a).

(b) CONSENT. Lessee shall not make any Alterations or Utility
Installations to the Premises without Lessor's prior written consent. Lessee
may, however, make non-structural Utility Installations to the interior of the
Premises (excluding the roof) without such consent but upon notice to Lessor, as
long as they are not visible from the outside, do not involve puncturing,
relocating or removing the roof or any existing walls, and the cumulative cost
thereof during this Lease as extended does not exceed a sum equal to 3 month's
Base Rent in the aggregate or a sum equal to one month's Base Rent in any one
year. Notwithstanding the foregoing, Lessee shall not make or permit any roof
penetrations and/or install anything on the roof without the prior written
approval of Lessor. Lessor may, as a precondition to granting such approval,
require Lessee to utilize a contractor chosen and/or approved by the Lessor. Any
Alterations or Utility Installations that Lessee shall desire to make and which
require the consent of the Lessor shall be presented to Lessor in written form
with detailed plans. Consent shall be deemed conditioned upon Lessee's: (i)
acquiring all applicable governmental permits, (ii) furnishing Lessor with
copies of both the permits and the plans and specifications prior to
commencement of the work, and (iii) compliance with all conditions of said
permits and other Applicable Requirements in a prompt and expeditious manner.
Any Alterations or Utility Installations shall be performed in a workmanlike
manner with good and sufficient materials. Lessee shall promptly upon completion
furnish Lessor with as-built plans and specifications.

(c) INDEMNIFICATION. Lessee shall pay, when due, all claims for labor
or materials furnished or alleged to have been furnished to or for Lessee at or
for use on the Premises, which claims are or may be secured by any mechanic's or
materialman's lien against the Premises or any interest therein. Lessee shall
give Lessor not less than 10 days notice prior to the commencement of any work
in, on or about the Premises, and Lessor shall have the right to post notices of
non-responsibility. If Lessee shall contest the validity of any such lien, claim
or demand, then Lessee shall, at its sole expense defend and protect itself,
Lessor and the Premises against the same and shall pay and satisfy any such
adverse judgment that may be rendered thereon before the enforcement thereof. If
Lessor shall require, Lessee shall furnish a surety bond in an amount equal to
150% of the amount of such contested lien, claim or demand, indemnifying Lessor
against liability of the same. If Lessor elects to participate in any such
action, Lessee shall pay Lessor's attorneys' fees and costs.

7.4 OWNERSHIP; REMOVAL; SURRENDER; AND RESTORATION.

(a) OWNERSHIP. Subject to Lessor's right to require removal or elect
ownership as hereinafter provided, all Alterations and Utility Installations
made by Lessee shall be the property of Lessee, but considered a part of the
Premises. Lessor may, at any time, elect in writing to be the owner of all or
any specified part of the Lessee Owned Alterations and Utility Installations.
Unless otherwise instructed per paragraph 7.4(b) hereof, all Lessee Owned
Alterations and Utility Installations shall, at the expiration or termination of
this Lease, become the property of Lessor and be surrendered by Lessee with the
Premises.

(b) REMOVAL. By delivery to Lessee of written notice from Lessor not
earlier than 90 and not later than 30 days prior to the end of the term of this
Lease, Lessor may require that any or all Lessee Owned Alterations or Utility
Installations be removed by the expiration or termination of this Lease. Lessor
may require the removal at any time of all or any part of any Lessee Owned
Alterations or Utility Installations made without the required consent.

(c) SURRENDER; RESTORATION. Lessee shall surrender the Premises by the
Expiration Date or any earlier termination date, with all of the improvements,
parts and surfaces thereof broom clean and free of debris, and in good operating
order, condition and state of repair, ordinary wear and tear excepted and
subject to Premises Partial Damage and Premises Total Destruction as provided in
Paragraph 9 (Damage or Destruction) is applicable. "Ordinary wear and tear"
shall not include any damage or deterioration that would have been prevented by
good maintenance practice. Notwithstanding the foregoing, if this Lease is for
12 months or less, then Lessee shall surrender the Premises in the same
condition as delivered to Lessee on the Start Date with NO allowance for
ordinary wear and tear. Lessee shall repair any damage occasioned by the
installation, maintenance or removal of Trade Fixtures, Lessee owned Alterations
and/or Utility Installations, furnishings, and equipment as well as the removal
of any storage tank installed by or for Lessee. Lessee shall also completely
remove from the Premises any and all Hazardous Substances brought onto the
Premises by or for Lessee, or any third party (except Hazardous Substances which
were deposited via underground migration from areas outside of the Project) even
if such removal would require Lessee to perform or pay for work that exceeds
statutory requirements. Trade Fixtures shall remain the property of Lessee and
shall be removed by Lessee. The failure by Lessee to timely vacate the Premises
pursuant to this Paragraph 7.4(c) without the express written consent of Lessor
shall constitute a holdover under the provisions of Paragraph 26 below.

8. INSURANCE; INDEMNITY.

8.1 PAYMENT OF PREMIUMS. The cost of the premiums for the insurance
policies required to be carried by Lessor, pursuant to Paragraphs 8.2(b), 8.3(a)
and 8.3(b), shall be a Common Area Operating Expense. Premiums for policy
periods commencing prior to, or extending beyond, the term of this Lease shall
be prorated to coincide with the corresponding Start Date or Expiration Date.

8.2 LIABILITY INSURANCE.

(a) CARRIED BY LESSEE. Lessee shall obtain and keep in force a
Commercial General Liability policy of Insurance protecting

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Lessee and Lessor as an additional insured against claims for bodily injury,
personal injury and property damage based upon or arising out of the ownership,
use, occupancy or maintenance of the Premises and all areas appurtenant
thereto. Such insurance shall be on an occurrence basis providing single limit
coverage in an amount not less than $1,000,000 per occurrence with an annual
aggregate of not less than $5,000,000, an "Additional Insured-Managers or
Lessors of Premises Endorsement" and contain the "Amendment of the Pollution
Exclusion Endorsement" for damage caused by heat, smoke or fumes from a hostile
fire. Notwithstanding the foregoing, such "Amendment of the Pollution Exclusion
Endorsement" may be sublimited at $250,000 per location. The policy shall not
contain any intra-insured exclusions as between insured persons or
organizations, but shall include coverage for liability assumed under this
Lease as an "Insured contract" for the performance of Lessee's indemnity
obligations under this Lease. The limits of said insurance shall not, however,
limit the liability of Lessee nor relieve Lessee of any obligation hereunder.
All insurance carried by Lessee shall be primary to and not contributory with
any similar insurance carried by Lessor, whose insurance shall be considered
excess insurance only.

(b) CARRIED BY LESSOR. Lessor shall maintain liability insurance as
described in Paragraph 8.2(a), in addition to, and not in lieu of, the
insurance required to be maintained by Lessee. Lessee shall not be named as an
additional insured therein.

8.3 PROPERTY INSURANCE - BUILDING, IMPROVEMENTS AND RENTAL VALUE.

(a) BUILDING AND IMPROVEMENTS. Lessor shall obtain and keep in
force a policy or policies of insurance in the name of Lessor, with loss
payable to Lessor, any ground-lessor, and to any Lender insuring loss or damage
to the Premises. The amount of such insurance shall be equal to the full
replacement cost of the Premises, as the same shall exist from time to time,
or the amount required by any Lender, but in no event more than the
commercially reasonable and available insurable value thereof. Lessee Owned
Alterations and Utility Installations, Trade Fixtures, and Lessee's personal
property shall be insured by Lessee under Paragraph 8.4. If the coverage is
available and commercially appropriate, such policy or policies maintained by
Lessor shall insure against all risks of direct physical loss or damage
(including the perils of flood and/or earthquake), including coverage for
debris removal and the enforcement of any Applicable Requirements requiring the
upgrading, demolition, reconstruction or replacement of any portion of the
Premises as the result of a covered loss. Said policy or policies shall also
contain an agreed valuation provision in lieu of any coinsurance clause, waiver
of subrogation, and inflation guard protection causing an increase in the
annual property insurance coverage amount by a factor of not less than the
adjusted U.S. Department of Labor Consumer Price Index for All Urban Consumers
for the city nearest to where the Premises are located.

(b) RENTAL VALUE. Lessor shall also obtain and keep in force a
policy or policies in the name of Lessor with loss payable to Lessor and any
Lender, insuring the loss of the full Rent for one year with an extended period
of indemnity for an additional 180 days ("Rental Value insurance"). Said
insurance shall contain an agreed valuation provision in lieu of any
coinsurance clause, and the amount of coverage shall be adjusted annually to
reflect the projected Rent otherwise payable by Lessee, for the next 12 month
period.

(c) ADJACENT PREMISES. Lessee shall pay for any increase in the
premiums for the property insurance of the Building and for the Common Areas or
other buildings in the Project if said increase is caused by Lessee's acts,
omissions, use or occupancy of the Premises.

(d) LESSEE'S IMPROVEMENTS. Since Lessor is the Insuring Party,
Lessor shall not be required to insure Lessee Owned Alterations and Utility
Installations unless the item in question has become the property of Lessor
under the terms of this Lease.

8.4 LESSEE'S PROPERTY; BUSINESS INTERRUPTION INSURANCE.

(a) PROPERTY DAMAGE. Lessee shall obtain and maintain insurance
coverage on all of Lessee's personal property, Trade Fixtures, and Lessee Owned
Alterations and Utility Installations. Such insurance shall be full replacement
cost coverage with a deductible of not to exceed $50,000 per occurrence. The
proceeds from any such insurance shall be used by Lessee for the replacement of
personal property, Trade Fixtures and Lessee Owned Alterations and Utility
Installations. Lessee shall provide Lessor with written evidence that such
insurance is in force.

(c) NO REPRESENTATION OF ADEQUATE COVERAGE. Lessor makes no
representation that the limits or forms of coverage of insurance specified
herein are adequate to cover Lessee's property, business operations or
obligations under this Lease.

8.5 INSURANCE POLICIES. Insurance required herein shall be by companies
duly licensed or admitted to transact business in the state where the Premises
are located, and maintaining during the policy term a "General Policyholders
Rating" of at least B+, V, as set forth in the most current issue of "Best's
Insurance Guide", or such other rating as may be required by a Lender. Lessee
shall not do or permit to be done anything which invalidates the required
insurance policies. Lessee shall, prior to the Start Date, deliver to Lessor
certified copies of policies of such insurance or certificates evidencing the
existence and amounts of the required insurance. No such policy shall be
cancelable or subject to modification except after 30 days prior written notice
to Lessor. Lessee shall, at least 30 days prior to the expiration of such
policies, furnish Lessor with evidence of renewals or "insurance binders"
evidencing renewal thereof, or Lessor may order such insurance and charge the
cost thereof to Lessee, which amount shall be payable by Lessee to Lessor upon
demand. Such policies shall be for a term of at least one year, or the length of
the remaining term of this Lease, whichever is less. If either Party shall fail
to procure and maintain the insurance required to be carried by it, the other
Party may, but shall not be required to, procure and maintain the same.

8.6 WAIVER OF SUBROGATION. Without affecting any other rights or
remedies, Lessee and Lessor each hereby release and relieve the other, and waive
their entire right to recover damages against the other, for loss of or damage
to its property arising out of or incident to the perils required to be insured
against herein. The effect of such releases and waivers is not limited by the
amount of insurance carried or required, or by any deductibles applicable
hereto. The Parties agree to have their respective property damage insurance
carriers waive any right to subrogation that such companies may have against
Lessor or Lessee, as the case may be, so long as the insurance is not
invalidated thereby.

8.7 INDEMNITY. Except for Lessor's gross negligence or willful
misconduct, Lessee shall indemnify, protect, defend and hold harmless the
Premises, Lessor and its agents, Lessor's master or ground Lessor, partners and
Lenders, from and against any and all claims, loss of rents and/or damages,
liens, judgments, penalties, attorneys' and consultants' fees, expenses and/or
liabilities arising out of, involving, or in connection with, the use and/or
occupancy of the Premises by Lessee. If any action or proceeding is brought
against Lessor by reason of any of the foregoing matters, Lessee shall upon
notice defend the same at Lessee's expense by counsel reasonably satisfactory to
Lessor and Lessor shall cooperate with Lessee in such defense. Lessor need not
have first paid any such claim in order to be defended or indemnified.

8.8 EXEMPTION OF LESSOR FROM LIABILITY. Lessor shall not be liable for
injury or damage to the person or goods, wares, merchandise or other property of
Lessee, Lessee's employees, contractors, invitees, customers, or any other
person in or about the Premises, whether such damage or injury is caused by or
results from fire, steam, electricity, gas, water or rain, or from the breakage,
leakage, obstruction or other defects of pipes, fire sprinklers, wires,
appliances, plumbing, HVAC or lighting fixtures, or from any other cause
including earthquake and flood, whether the said injury or damage results from
conditions arising upon the Premises or upon other portions of the Building, or
from other sources or places. Lessor shall not be liable for any damages arising
from any act or neglect of any other tenant of Lessor nor from the failure of
Lessor to enforce the provisions of any other lease in the Project.
Notwithstanding Lessor's negligence or breach of this Lease, Lessor shall under
no circumstances be liable for injury to Lessee's business or for any loss of
income or profit therefrom.

9. DAMAGE OR DESTRUCTION.

9.1 DEFINITIONS.

(a) "PREMISES PARTIAL DAMAGE" shall mean damage or destruction to the
improvements on the Premises, other than Lessee Owned Alterations and Utility
Installations, which can reasonably be repaired in 6 months or less from the
date of the damage or destruction, and the cost thereof does not exceed a sum
equal to 18 months's Base Rent. Lessor shall notify Lessee in writing within 30
days from the date of the damage or destruction as to whether or not the damage
is Partial or Total.

(b) "PREMISES TOTAL DESTRUCTION" shall mean damage or destruction to
the improvements on the Premises, other than Lessee Owned Alterations and
Utility Installations and Trade Fixtures, which cannot reasonably be repaired
in 6 months or less from the date of the damage or destruction and/or the cost
thereof exceeds a sum equal to 18 month's Base Rent. Lessor shall notify Lessee
in writing within 30 days from the date of the damage or destruction as to
whether or not the damage is Partial or Total.

(c) "INSURED LOSS" shall mean damage or destruction to improvements
on the Premises, other than Lessee Owned Alterations and Utility Installations
and Trade Fixtures, which was caused by an event required to be covered by the
insurance described in Paragraph 8.3(a), irrespective of any deductible amounts
or coverage limits involved.

(d) "REPLACEMENT COST" shall mean the cost to repair or rebuild the
improvements owned by Lessor at the time of the occurrence to their condition
existing immediately prior thereto, including demolition, debris removal and
upgrading required by the operation of Applicable Requirements, and without
deduction for depreciation.

(e) "HAZARDOUS SUBSTANCE CONDITION" shall mean the occurrence or
discovery of a condition involving the presence of, or a contamination by, a
Hazardous Substance as defined in Paragraph 6.2(a), in, on, or under the
Premises.

(f) SEE RIDER

9.2 PARTIAL DAMAGE - INSURED LOSS. If a Premises Partial Damage that is
an Insured Loss occurs, then Lessor shall, at Lessor's expense, repair such
damage (but not Lessee's Trade Fixtures or Lessee Owned Alterations and Utility
Installations) as soon as reasonably possible and this Lease shall continue in
full force and effect; provided, however, that Lessee shall, at Lessor's
election, make the repair of any damage or destruction the total cost to
repair of
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which is $5,000 or less, and, in such event, Lessor shall make any applicable
insurance proceeds available to Lessee on a reasonable basis for that purpose.
Notwithstanding the foregoing, if the required insurance was not in force or the
insurance proceeds are not sufficient to effect such repair, the Insuring Party
shall promptly contribute the shortage in proceeds as and when required to
complete said repairs. In the event, however, such shortage was due to the fact
that, by reason of the unique nature of the improvements, full replacement cost
insurance coverage was not commercially reasonable and available, Lessor shall
have no obligation to pay for the shortage in insurance proceeds or to fully
restore the unique aspects of the Premises unless Lessee provides Lessor with
the funds to cover same, or adequate assurance thereof, within 10 days following
receipt of written notice of such shortage and request therefor. If Lessor
receives said funds or adequate assurance thereof within said 10 day period, the
party responsible for making the repairs shall complete them as soon as
reasonably possible and this Lease shall remain in full force and effect. If
such funds or assurance are not received, Lessor may nevertheless elect by
written notice to Lessee within 10 days thereafter to: (i) make such restoration
and repair as is commercially reasonable with Lessor paying any shortage in
proceeds, in which case this Lease shall remain in full force and effect, or
(ii) have this Lease terminate 30 days thereafter. Lessee shall not be entitled
to reimbursement of any funds contributed by Lessee to repair any such damage or
destruction. Premises Partial Damage due to flood or earthquake shall be subject
to Paragraph 9.3, notwithstanding that there may be some insurance coverage, but
the net proceeds of any such insurance shall be made available for the repairs
if made by either Party.

9.3 PARTIAL DAMAGE - UNINSURED LOSS. If a Premises Partial Damage that
is not an Insured Loss occurs, unless caused by a negligent or willful act of
Lessee or Lessee's Agents (in which event Lessee shall make the repairs at
Lessee's expense), Lessor may either: (i) repair such damage as soon as
reasonably possible at Lessor's expense, in which event this Lease shall
continue in full force and effect, or (ii) terminate this Lease by giving
written notice to Lessee within 30 days after receipt by Lessor of knowledge of
the occurrence of such damage. Such termination shall be effective 60 days
following the date of such notice. In the event Lessor elects to terminate this
Lease, Lessee shall have the right within 10 days after receipt of the
termination notice to give written notice to Lessor of Lessee's commitment to
pay for the repair of such damage without reimbursement from Lessor. Lessee
shall provide Lessor with said funds of satisfactory assurance thereof within 30
days after making such commitment. In such event this Lease shall continue in
full force and effect, and Lessor shall proceed to make such repairs as soon as
reasonably possible after the required funds are available. If Lessee does not
make the required commitment, this Lease shall terminate as of the date
specified in the termination notice.

9.4 TOTAL DESTRUCTION. Notwithstanding any other provision hereof, if a
Premises Total Destruction occurs, this Lease shall terminate 60 days following
such Destruction. If the damage or destruction was caused by the gross
negligence or willful misconduct of Lessee or Lessee's Agents, Lessor shall
have the right to recover Lessor's damages from Lessee, except as provided in
Paragraph 8.6.

9.5 DAMAGE NEAR END OF TERM. If at any time during the last 6 months of
this Lease there is damage for which the cost to repair exceeds one month's Base
Rent, whether or not an Insured Loss, Lessor may terminate this Lease effective
60 days following the date of occurrence of such damage by giving a written
termination notice to Lessee within 30 days after the date of occurrence of such
damage. Notwithstanding the foregoing, if Lessee at that time has an exercisable
option to extend this Lease or to purchase the Premises, then Lessee may
preserve this Lease by, (a) exercising such option and (b) providing Lessor with
any shortage in insurance proceeds (or adequate assurance thereof) needed to
make the repairs on or before the earlier of (i) the date which is 10 days after
Lessee's receipt of Lessor's written notice purporting to terminate this Lease,
or (ii) the day prior to the date upon which such option expires. If Lessee duly
exercises such option during such period and provides Lessor with funds (or
adequate assurance thereof) to cover any shortage in insurance proceeds, Lessor
shall, at Lessor's commercially reasonable expense, repair such damage as soon
as reasonably possible and this Lease shall continue in full force and effect.
If Lessee fails to exercise such option and provide such funds or assurance
during such period, then this Lease shall terminate on the date specified in the
termination notice and Lessee's option shall be extinguished.

9.6 ABATEMENT OF RENT; LESSEE'S REMEDIES.

(a) ABATEMENT. In the event of Premises Partial Damage or
Premises Total Destruction or a Hazardous Substance Condition for which Lessee
is not responsible under this Lease, the Rent payable by Lessee for the period
required for the repair, remediation or restoration of such damage shall be
abated in proportion to the degree to which Lessee's use of the Premises is
impaired, but not to exceed the proceeds received from the Rental Value
insurance. All other obligations of Lessee hereunder shall be performed by
Lessee, and Lessor shall have no liability for any such damage, destruction,
remediation, repair or restoration except as provided herein.

(b) REMEDIES. If Lessor shall be obligated to repair or restore
the Premises and does not commence, in a substantial and meaningful way, such
repair or restoration within 90 days after such obligation shall accrue, Lessee
may, at any time prior to the commencement of such repair or restoration, give
written notice to Lessor and to any Lenders of which Lessee has actual notice,
of Lessee's election to terminate this Lease on a date not less than 60 days
following the giving of such notice. If Lessee gives such notice and such
repair or restoration is not commenced within 30 days thereafter, this Lease
shall terminate as of the date specified in said notice. If the repair or
restoration is commenced within such 30 days, this Lease shall continue in full
force and effect. "Commence" shall mean either the unconditional authorization
of the preparation of the required plans, or the beginning of the actual work
on the Premises, whichever first occurs.

9.7 TERMINATION; ADVANCE PAYMENTS. Upon termination of this Lease
pursuant to Paragraph 6.2(g) or Paragraph 9, an equitable adjustment shall be
made concerning advance Base Rent and any other advance payments made by Lessee
to Lessor. Lessor shall, in addition, return to Lessee so much of Lessee's
Security Deposit as has not been, or is not then required to be, used by Lessor.

9.8 WAIVE STATUTES. Lessor and Lessee agree that the terms of this Lease
shall govern the effect of any damage to or destruction of the Premises with
respect to the termination of this Lease and hereby waive the provisions of any
present or future statute to the extent inconsistent herewith.

10. REAL PROPERTY TAXES.

10.1 DEFINITION. As used herein, the term "REAL PROPERTY TAXES" shall
include any form of assessment; real estate, general, special, ordinary or
extraordinary, or rental levy or tax (other than inheritance, personal income
or estate taxes); improvement bond; and/or license fee imposed upon or levied
against any legal or equitable interest of Lessor in the Project, Lessor's
right to other income therefrom, and/or Lessor's business of leasing, by any
authority having the direct or indirect power to tax and where the funds are
generated with reference to the Project address and where the proceeds so
generated are to be applied by the city, county or other local taxing authority
of a jurisdiction within which the Project is located. The term "Real Property
Taxes" shall also include any tax, fee, levy, assessment or charge, or any
increase therein, imposed by reason of events occurring during the term of this
Lease, including but not limited to, a change in the ownership of the Project
or any portion thereof or a change in the improvements thereon. In calculating
Real Property Taxes for any calendar year, the Real Property Taxes for any real
estate tax year shall be included in the calculation of Real Property Taxes for
such calendar year based upon the number of days which such calendar year and
tax year have in common. SEE RIDER

10.2 PAYMENT OF TAXES. Lessor shall pay the Real Property Taxes
applicable to the Project, and except as otherwise provided in Paragraph 10.3,
any such amounts shall be included in the calculation of Common Area Operating
Expenses in accordance with the provisions of Paragraph 4.2.

10.3 ADDITIONAL IMPROVEMENTS. Common Area Operating Expenses shall not
include Real Property Taxes specified in the tax assessor's records and work
sheets as being caused by additional improvements placed upon the Project by
other lessees or by Lessor for the exclusive enjoyment of such other lessees.
Notwithstanding Paragraph 10.2 hereof, Lessee shall, however, pay to Lessor at
the time Common Area Operating Expenses are payable under Paragraph 4.2, the
entirety of any increase in Real Property Taxes if assessed solely by reason of
Alterations, Trade Fixtures or Utility Installations placed upon the Premises
by Lessee or at Lessee's request.

10.4 JOINT ASSESSMENT. If the Building is not separately assessed, Real
Property Taxes allocated to the Building shall be an equitable proportion of
the Real Property Taxes for all of the land and improvements included within
the tax parcel assessed, such proportion to be determined by Lessor from the
respective valuations assigned in the assessor's work sheets or such other
information as may be reasonably available. Lessor's reasonable determination
thereof, in good faith, shall be conclusive.

10.5 PERSONAL PROPERTY TAXES. Lessee shall pay prior to delinquency all
taxes assessed against and levied upon Lessee Owned Alterations and Utility
Installations, Trade Fixtures, furnishings, equipment and all personal property
of Lessee contained in the Premises. When possible, Lessee shall cause its
Lessee Owned Alterations and Utility Installations, Trade Fixtures,
furnishings, equipment and all other personal property be assessed and billed
separately from the real property of Lessor. If any of Lessee's said property
shall be assessed with Lessor's real property, Lessee shall pay Lessor the
taxes attributable to Lessee's property within 10 days after receipt of a
written statement setting forth the taxes applicable to Lessee's property.

11. UTILITIES. Lessee shall pay for all water, gas, heat, light, power,
telephone, trash disposal and other utilities and services supplied to the
Premises, together with any taxes thereon. Notwithstanding the provisions of
Paragraph 4.2, if at any time in Lessor's sole judgment, Lessor determines that
Lessee is using a disproportionate amount of water, electricity or other
commonly metered utilities, or that Lessee is generating such a large volume of
trash as to require an increase in the size of the dumpster and/or an increase
in the number of times per month that the dumpster is emptied, then Lessor
may increase Lessee's Base Rent by an amount equal to such increased costs.

12. ASSIGNMENT AND SUBLETTING.

12.1 LESSOR'S CONSENT REQUIRED.

(a) Lessee shall not voluntarily or by operation of law assign,
transfer, mortgage or encumber (collectively, "ASSIGN OR ASSIGNMENT") or sublet
all or any part of Lessee's interest in this Lease or in the Premises without
Lessor's prior written consent which consent shall not be unreasonably withheld
or delayed.

(b) A change in the control of Lessee shall not constitute an
assignment requiring consent. SEE RIDER

(c) The involvement of Lessee or its assets in any transaction,
or series of transactions (by way of merger, sale, acquisition, financing,
transfer, leveraged buy-out or otherwise), whether or not a formal assignment
or hypothecation of this Lease or Lessee's assets occurs, which

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results or will result in a reduction of the Net Worth of Lessee (or in the case
of any merger in which Lessee is not the surviving entity, of the surviving
entity) by an amount greater than 25% of such Net Worth as it was represented at
the time of the execution of this Lease or at the time of the most recent
assignment to which Lessor has consented, or as it exists immediately prior to
said transaction or transactions constituting such reduction, whichever was or
is greater, shall be considered an assignment of this Lease to which lessor may
withhold its consent. "NET WORTH OF LESSEE" shall mean the net worth of Lessee
(excluding any guarantors) established under generally accepted accounting
principles.

(d) An assignment or subletting without consent shall, at Lessor's option,
be a Default curable after notice per Paragraph 13.1(c), or a noncurable Breach
without the necessity of any notice and grace period. If Lessor elects to treat
such unapproved assignment or subletting as a noncurable Breach, Lessor may
terminate this Lease. Further, in the event of such Breach and rental
adjustment, (i) the purchase price of any option to purchase the Premises held
by Lessee shall be subject to similar adjustment to 110% of the price previously
in effect, and (ii) all fixed and non-fixed rental adjustments scheduled during
the remainder of the Lease term shall be increased to 110% of the scheduled
adjusted rent.

(e) Lessee's remedy for any breach of Paragraph 12.1 by Lessor shall be
limited to compensatory damages and/or injunctive relief.

12.2 Terms and Conditions Applicable to Assignment and Subletting.

(a) Regardless of Lessor's consent, no assignment or subletting shall: (i)
be effective without the express written assumption by such assignee or
sublessee of the obligations of Lessee under this Lease, (ii) release Lessee of
any obligations hereunder, or (iii) alter the primary liability of Lessee for
the payment of Rent or for the performance of any other obligations to be
performed by Lessee.

(b) Lessor may accept Rent or performance of Lessee's obligations from any
person other than Lessee pending approval or disapproval of an assignment.
Neither a delay in the approval or disapproval of such assignment nor the
acceptance of Rent or performance shall constitute a waiver or estoppel of
Lessor's right to exercise its remedies for Lessee's Default or Breach.

(c) Lessor's consent to any assignment or subletting shall not constitute
a consent to any subsequent assignment or subletting.

(d) In the event of any Default or Breach by Lessee, Lessor may proceed
directly against Lessee, any Guarantors or anyone else responsible for the
performance of Lessee's obligations under this Lease, including any assignee or
sublessee, without first exhausting Lessor's remedies against any other person
or entity responsible therefore to Lessor, or any security held by Lessor.

(e) Each request for consent to an assignment or subletting shall be in
writing, accompanied by information relevant to Lessor's determination as to the
financial and operational responsibility and appropriateness of the proposed
assignee or sublessee, including but not limited to the intended use and/or
required modification of the Premises, if any, together with a fee of $500, as
consideration for Lessor's considering and processing said request. Lessee
agrees to provide Lessor with such other or additional information and/or
documentation as may be reasonably requested.

(f) Any assignee of, or sublessee under, this Lease shall, by reason of
accepting such assignment or entering into such sublease, be deemed to have
assumed and agreed to conform and comply with each and every term, covenant,
condition and obligation herein to be observed or performed by Lessee during the
term of said assignment or sublease, other than such obligations as are contrary
to or inconsistent with provisions of an assignment or sublease to which Lessor
has specifically consented to in writing.

(g) Lessor's consent to any assignment or subletting shall not transfer to
the assignee or sublessee any Option granted to the original Lessee by this
Lease unless such transfer is specifically consented to by Lessor in writing.
(See Paragraph 39.2).

12.3 ADDITIONAL TERMS AND CONDITIONS APPLICABLE TO SUBLETTING. The
following terms and conditions shall apply to any subletting by Lessee of all or
any part of the Premises and shall be deemed included in all subleases under
this Lease whether or not expressly incorporated therein:

(a) Lessee hereby assigns and transfers to Lessor all of Lessee's interest
in all Rent payable on any sublease, and Lessor may collect such Rent and apply
same toward Lessee's obligations under this Lease; provided, however, that until
a Breach shall occur in the performance of Lessee's obligations, Lessee may
collect said Rent. Lessor shall not, by reason of the foregoing or any
assignment of such sublease, nor by reason of the collection of Rent, be deemed
liable to the sublessee for any failure of Lessee to perform and comply with any
of Lessee's obligations to such sublessee. Lessee hereby irrevocably authorizes
and directs any such sublessee, upon receipt of a written notice from Lessor
stating that a Breach exists in the performance of Lessee's obligations under
this Lease, to pay to Lessor all Rent due and to become due under the sublease.
Sublessee shall rely upon any such notice from Lessor and shall pay all Rents to
Lessor without any obligation or right to inquire as to whether such Breach
exists, notwithstanding any claim from Lessee to the contrary.

(b) In the event of a Breach by Lessee, Lessor may, at its option, require
sublessee to attorn to Lessor, in which event Lessor shall undertake the
obligations of the sublessor under such sublease from the time of the exercise
of said option to the expiration of such sublease; provided, however, Lessor
shall not be liable for any prepaid rents or security deposit paid by such
sublessee to such sublessor or for any prior Defaults or Breaches of such
sublessor.

(d) No sublessee shall further assign or sublet all or any part of the
Premises without Lessor's prior written consent.

(e) Lessor shall deliver a copy of any notice of Default or Breach by
Lessee to the sublessee, who shall have the right to cure the Default of Lessee
within the grace period, if any, specified in such notice. The sublessee shall
have a right of reimbursement and offset from and against Lessee for any such
Defaults cured by the sublessee.

12.4 SEE RIDER

13. DEFAULT; BREACH; REMEDIES.

13.1 DEFAULT; BREACH. A "Default" is defined as a failure by the Lessee to
comply with or perform any of the terms, covenants, conditions or Rules and
Regulations under this Lease. A "Breach" is defined as the occurrence of one or
more of the following Defaults, and the failure of Lessee to cure such Default
within any applicable grace period.

(a) The abandonment of the Premises; or the vacating of the Premises
without providing a commercially reasonable level of security, or where the
coverage of the property insurance described in Paragraph 8.3 is jeopardized as
a result thereof, or without providing reasonable assurances to minimize
potential vandalism.

(b) The failure of Lessee to make any payment of Rent or any Security
Deposit required to be made by Lessee hereunder, whether to Lessor or to a
third party, when due, to provide reasonable evidence of insurance or surety
bond, or to fulfill any obligation under this Lease which endangers or
threatens life or property, where such failure continues for a period of 5
business days following written notice to Lessee.

(c) The failure by Lessee to provide (i) reasonable written evidence
of compliance with Applicable Requirements, (ii) the service contracts, (iii)
the rescission of an unauthorized assignment or subletting, (iv) an Estoppel
Certificate, (v) a requested subordination, (vi) evidence concerning any
guaranty and/or Guarantor, (vii) any document requested under Paragraph 41
(easements), or (viii) any other documentation or information which Lessor may
reasonably require of Lessee under the terms of this Lease, where any such
failure continues for a period of 10 days following written notice to Lessee.

(d) A Default by Lessee as to the terms, covenants, conditions or
provisions of this Lease, or of the rules adopted under Paragraph 2.9 hereof,
other than those described in subparagraphs 13.1(a), (b) or (c), above, where
such Default continues for a period of 30 days after written notice; provided,
however, that if the nature of Lessee's Default is such that more than 30 days
are reasonably required for its cure, then it shall not be deemed to be a
Breach if Lessee commences such cure within said 30 day period and thereafter
diligently prosecutes such cure to completion.

(e) The occurrence of any of the following events: (i) the making of
any general arrangement or assignment for the benefit of creditors; (ii)
becoming a "debtor" as defined in 11 U.S.C. (section) 101 or any successor
statute thereto (unless, in the case of a petition filed against Lessee, the
same is dismissed within 60 days); (iii) the appointment of a trustee or
receiver to take possession of substantially all of Lessee's assets located at
the Premises or of Lessee's interest in this Lease, where possession is not
restored to Lessee within 30 days; or (iv) the attachment, execution or other
judicial seizure of substantially all of Lessee's assets located at the Premises
or of Lessee's interest in this Lease, where such seizure is not discharged
within 30 days; provided, however, in the event that any provision of this
subparagraph (e) is contrary to any applicable law, such provision shall be of
no force or effect, and not affect the validity of the remaining provisions.

(f) The discovery that any financial statement of Lessee or of any
Guarantor given to Lessor was materially false.

(g) If the performance of Lessee's obligations under this Lease is
guaranteed: (i) the death of a Guarantor, (ii) the termination of a
Guarantor's liability with respect to this Lease other than in accordance with
the terms of such guaranty, (iii) a Guarantor's becoming insolvent or the
subject of a bankruptcy filing, (iv) a Guarantor's refusal to honor the
guaranty, or (v) a Guarantor's breach of its guaranty obligation on an
anticipatory basis, and Lessee's failure, within 60 days following written
notice of any such event,to provide written alternative assurance or security,
which, when coupled with the then existing resources of Lessee, equals or
exceeds the combined financial resources of Lessee and the Guarantors that
existed at the time of execution of this Lease.

13.2 REMEDIES. If Lessee fails to perform any of its affirmative duties or
obligations, within 10 days after written notice (or in case of any emergency,
without notice), Lessor may, at its option, perform such duty or obligation on
Lessee's behalf, including but not limited to the obtaining of reasonably
required bonds, insurance policies, or governmental licenses, permits or
approvals. The costs and expenses of any such performance by Lessor shall be
due and payable by Lessee upon receipt of invoice therefor. If any check given
to Lessor by Lessee shall not be honored by the bank upon which it is drawn,
Lessor, at its option, may require all future payments to be made by Lessee to
be by cashier's check. In the event of a Breach, Lessor may, with or without
further notice or demand, and without limiting Lessor in the exercise of any
right or remedy which Lessor may have by reason of such Breach:

(a) Terminate Lessee's right to possession of the Premises by any
lawful means, in which case this Lease shall terminate and Lessee shall
immediately surrender possession to Lessor. In such event Lessor shall be
entitled to recover from Lessee: (i) the unpaid Rent which had been earned at
the time of termination; (ii) the worth at the time of award of the amount by
which the unpaid rent which would have been earned after termination

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until the time of award exceeds the amount of [illegible] loss that the Lessee
proves could have been reasonably avoided; (iii) the worth at the time of award
of the amount by which the unpaid rent for the balance of the term after the
time of award exceeds the amount of such rental loss that the Lessee proves
could be reasonably avoided; and (iv) any other amount necessary to compensate
Lessor for all the detriment proximately caused by the Lessee's failure to
perform its obligations under this Lease or which in the ordinary course of
things would be likely to result therefrom, including but not limited to the
cost of recovering possession of the Premises, expenses of reletting, including
necessary renovation and alteration of the Premises, reasonable attorneys' fees,
and that portion of any leasing commission paid by Lessor in connection with
this Lease applicable to the unexpired term of this Lease. The worth at the time
of award of the amount referred to in provision (iii) of the immediately
preceding sentence shall be computed by discounting such amount at the discount
rate of the Federal Reserve Bank of the District within which the Premises are
located at the time of award plus one percent. Efforts by Lessor to mitigate
damages caused by Lessee's Breach of this Lease shall not waive Lessor's right
to recover damages under Paragraph 12. If termination of this Lease is obtained
through the provisional remedy of unlawful detainer, Lessor shall have the right
to recover in such proceeding any unpaid Rent and damages as are recoverable
therein, or Lessor may reserve the right to recover all or any part thereof in a
separate suit. If a notice and grace period required under Paragraph 13.1 was
not previously given, a notice to pay rent or quit, or to perform or quit given
to Lessee under the unlawful detainer statute shall also constitute the notice
required by Paragraph 13.1. In such case, the applicable grace period required
by Paragraph 13.1 and the unlawful detainer statute shall run concurrently, and
the failure of Lessee to cure the Default within the greater of the two such
grace periods shall constitute both an unlawful detainer and a Breach of this
Lease entitling Lessor to the remedies provided for in this Lease and/or by said
statute.

(b) Continue the Lease and Lessee's right to possession and recover
the Rent as it becomes due, in which event Lessee may sublet or assign, subject
only to reasonable limitations. Acts of maintenance, efforts to relet, and/or
the appointment of a receiver to protect the Lessor's interests, shall not
constitute a termination of the Lessee's right to possession.

(c) Pursue any other remedy now or hereafter available under the laws
or judicial decisions of the state wherein the Premises are located. The
expiration or termination of this Lease and/or the termination of Lessee's
right to possession shall not relieve Lessee from liability under any indemnity
provisions of this Lease as to matters occurring or accruing during the term
hereof or by reason of Lessee's occupancy of the Premises.

13.3 INDUCEMENT RECAPTURE. Any agreement for free or abated rent or other
charges, or for the giving or paying by Lessor to or for Lessee of any cash or
other bonus, inducement or consideration for Lessee's entering into this Lease,
all of which concessions are hereinafter referred to as "INDUCEMENT
PROVISIONS", shall be deemed conditioned upon Lessee's full and faithful
performance of all of the terms, covenants and conditions of this Lease. Upon
Breach of this Lease by Lessee, any such Inducement Provision shall
automatically be deemed deleted from this Lease and of no further force or
effect, and any rent, other charge, bonus, inducement or consideration
theretofore abated, given or paid by Lessor under such an Inducement Provision
shall be immediately due and payable by Lessee to Lessor, notwithstanding any
subsequent cure of said Breach by Lessee. The acceptance by Lessor of rent or
the cure of the Breach which initiated the operation of this paragraph shall
not be deemed a waiver by Lessor of the provisions of this paragraph unless
specifically so stated in writing by Lessor at the time of such acceptance.

13.4 LATE CHARGES. Lessee hereby acknowledges that late payment by Lessee
of Rent will cause Lessor to incur costs not contemplated by this Lease, the
exact amount of which will be extremely difficult to ascertain. Such costs
include, but are not limited to, processing and accounting charges, and late
charges which may be imposed upon Lessor by any Lender. Accordingly, if any
Rent shall not be received by Lessor within 5 days after such amount shall be
due, then, without any requirement for notice to Lessee, Lessee shall pay to
Lessor a one-time late charge equal to 10% of each such overdue amount or $100,
whichever is greater. The parties hereby agree that such late charge represents
a fair and reasonable estimate of the costs Lessor will incur by reason of
such late payment. Acceptance of such late charge by Lessor shall in no event
constitute a waiver of Lessee's Default or Breach with respect to such overdue
amount, nor prevent the exercise of any of the other rights and remedies
granted hereunder. In the event that a late charge is payable hereunder,
whether or not collected, for 3 consecutive installments of Base Rent, then
notwithstanding any provision of this Lease to the contrary, Base Rent shall,
at Lessor's option, become due and payable quarterly in advance.

13.5 INTEREST. Any monetary payment due Lessor hereunder, other than late
charges, not received by Lessor, when due as to scheduled payments (such as Base
Rent) or within 30 days following the date on which it was due for non-scheduled
payment, shall bear interest from the date when due, as to scheduled payments,
or the 31st day after it was due as to non-scheduled payments. The interest
("INTEREST") charged shall be equal to the prime rate reported in the Wall
Street Journal as published closest prior to the date when due plus 4%, but
shall not exceed the maximum rate allowed by law. Interest is payable in
addition to the potential late charge provided for in Paragraph 13.4.

13.6 BREACH BY LESSOR.

(a) NOTICE OF BREACH. Lessor shall not be deemed in breach of this
Lease unless Lessor fails within a reasonable time to perform an obligation
required to be performed by Lessor. For purposes of this Paragraph, a
reasonable time shall in no event be less than 30 days after receipt by Lessor,
and any Lender whose name and address shall have been furnished Lessee in
writing for such purpose, of written notice specifying wherein such obligation
of Lessor has not been performed; provided, however, that if the nature of
Lessor's obligation is such that more than 30 days are reasonably required for
its performance, then Lessor shall not be in breach if performance is commenced
within such 30 day period and thereafter diligently pursued to completion.

(b) PERFORMANCE BY LESSEE ON BEHALF OF LESSOR. In the event that
neither Lessor nor Lender cures said breach within 30 days after receipt of
said notice, or if having commenced said cure they do not diligently pursue it
to completion, then Lessee may elect to cure said breach at Lessee's expense
and offset from Rent an amount equal to the greater of one month's Base Rent or
the Security Deposit, and to pay an excess of such expense under protest,
reserving Lessee's right to reimbursement from Lessor. Lessee shall document
the cost of said cure and supply said documentation to Lessor.

14. CONDEMNATION. If the Premises or any portion thereof are taken under the
power of eminent domain or sold under the threat of the exercise of said power
(collectively "CONDEMNATION"), this Lease shall terminate as to the part taken
as of the date the condemning authority takes title or possession, whichever
first occurs. If more than 10% of the floor area of the Unit, or more than 25%
of Lessee's Reserved Parking Spaces, is taken by Condemnation, Lessee may, at
Lessee's option, to be exercised in writing within 10 days after Lessor shall
have given Lessee written notice of such taking (or in the absence of such
notice, within 10 days after the condemning authority shall have taken
possession) terminate this Lease as of the date the condemning authority takes
such possession. If Lessee does not terminate this Lease in accordance with the
foregoing, this Lease shall remain in full force and effect as to the portion
of the Premises remaining, except that the Base Rent shall be reduced in
proportion to the reduction in utility of the Premises caused by such
Condemnation. Condemnation awards and/or payments shall be the property of
Lessor, whether such award shall be made as compensation for diminution in
value of the leasehold, the value of the part taken, or for severance damages;
provided, however, that Lessee shall be entitled to any compensation for
Lessee's relocation expenses, loss of business goodwill and/or Trade Fixtures,
without regard to whether or not this Lease is terminated pursuant to the
provisions of this Paragraph. All Alterations and Utility Installations made to
the Premises by Lessee, for purposes of Condemnation only, shall be considered
the property of the Lessee and Lessee shall be entitled to any and all
compensation which is payable therefor. In the event that this Lease is not
terminated by reason of the Condemnation, Lessor shall repair any damage to the
Premises caused by such Condemnation.

15. BROKERAGE FEES.

15.3 REPRESENTATIONS AND INDEMNITIES OF BROKER RELATIONSHIPS. Lessee and
Lessor each represent and warrant to the other that it has had no dealings with
any person, firm, broker or finder (other than the Brokers, if any) in
connection with this Lease, and that no one other than said named Brokers is
entitled to any commission or finder's fee in connection herewith. Lessee and
Lessor do each hereby agree to indemnify, protect, defend and hold the other
harmless from and against liability for compensation or charges which may be
claimed by any such unnamed broker, finder or other similar party by reason of
any dealings or actions of the indemnifying Party, including any costs,
expenses, attorneys' fees reasonably incurred with respect thereto.

16. ESTOPPEL CERTIFICATES.

(a) Each Party (as "RESPONDING PARTY") shall within 10 days after
written notice from the other Party (the "REQUESTING PARTY") execute,
acknowledge and deliver to the Requesting Party a statement in writing in form
similar to the then most current "ESTOPPEL CERTIFICATE" form published by the
American Industrial Real Estate Association, plus such additional information,
confirmation and/or statements as may be reasonably requested by the Requesting
Party.

(b) If the Responding Party shall fail to execute or deliver the
Estoppel Certificate within such 10 day period, the Requesting Party may
execute an Estoppel Certificate stating that: (i) the Lease is in full force
and effect without modification except as may be represented by the Requesting
Party, (ii) there are no uncured defaults in the Requesting Party's
performance, and (iii) if Lessor is the Requesting Party, not more than one
month's rent has been paid in advance. Prospective purchasers and encumbrances
may rely upon the Requesting Party's Estoppel Certificate, and the Responding
Party shall be estopped from denying the truth of the facts contained in said
Certificate.

(c) If Lessor desires to finance, refinance, or sell the Premises, or
any part thereof, Lessee and all Guarantors shall deliver to any

[ILLEGIBLE]
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[ILLEGIBLE]
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FORM MTN-2-2/99E

potential lender or purchaser designated by [ILLEGIBLE] such financial
statements as may be reasonably [ILLEGIBLE] by such lender or purchaser,
including but not limited to Lessee's financial statements for the past 3 years.
All such financial statements shall be received by Lessor and such lender or
purchaser in confidence and shall be used only for the purposes herein set
forth.

17. DEFINITION OF LESSOR. The term "LESSOR" as used herein shall mean the
owner or owners at the time in question of the fee title to the Premises, or,
if this is a sublease, of the Lessee's interest in the prior lease. In the
event of a transfer of Lessor's title or interest in the Premises or this
Lease, Lessor shall deliver to the transferee or assignee (in cash or by
credit) any unused Security Deposit held by Lessor. Except as provided in
Paragraph 15, upon such transfer or assignment and delivery of the Security
Deposit, as aforesaid, the prior Lessor shall be relieved of all liability with
respect to the obligations and/or covenants under this Lease thereafter to be
performed by the Lessor. Subject to the foregoing, the obligations and/or
covenants in this Lease to be performed by the Lessor shall be binding only
upon the Lessor as hereinabove defined. Notwithstanding the above, and subject
to the provisions of Paragraph 20 below, the original Lessor under this Lease,
and all subsequent holders of the Lessor's interest in this Lease shall remain
liable and responsible with regard to the potential duties and liabilities of
Lessor pertaining to Hazardous Substances as outlined in Paragraph 6.2 above.

18. SEVERABILITY. The invalidity of any provision of this Lease, as determined
by a court of competent jurisdiction, shall in no way affect the validity of
any other provision hereof.

19. DAYS. Unless otherwise specifically indicated to the contrary, the word
"DAYS" as used in this Lease shall mean and refer to calendar days.

20. Limitation on Liability. Subject to the provisions of Paragraph 17 above,
the obligations of Lessor under this Lease shall not constitute personal
obligations of Lessor, the individual partners of Lessor or its or their
individual partners, directors, officers or shareholders, and Lessee shall look
to the Premises, and to no other assets of Lessor, for the satisfaction of any
liability of Lessor with respect to this Lease, and shall not seek recourse
against the individual partners of Lessor, or its or their individual partners,
directors, officers or shareholders, or any of their personal assets for such
satisfaction.

21. TIME OF ESSENCE. Time is of the essence with respect to the performance of
all obligations to be performed or observed by the Parties under this Lease.

22. NO PRIOR OR OTHER AGREEMENTS; BROKER DISCLAIMER. This Lease contains all
agreements between the Parties with respect to any matter mentioned herein, and
no other prior or contemporaneous agreement or understanding shall be
effective. Lessor and Lessee each represents and warrants to the Brokers that
it has made, and is relying solely upon, its own investigation as to the
nature, quality, character and financial responsibility of the other Party to
this Lease and as to the use, nature, quality and character of the Premises.
Brokers have no responsibility with respect thereto or with respect to any
default or breach hereof by either Party. The liability (including court costs
and attorneys' fees), of any Broker with respect to negotiation, execution,
delivery or performance by either Lessor or Lessee under this Lease or any
amendment or modification hereto shall be limited to an amount up to the fee
received by such Broker pursuant to this Lease; provided, however, that the
foregoing limitation on each Broker's liability shall not be applicable to any
gross negligence or willful misconduct of such Broker.

23. NOTICES.

23.1 NOTICE REQUIREMENTS. All notices required or permitted by this Lease
or applicable law shall be in writing and may be delivered in person (by hand
or by courier) or may be sent by regular, certified or registered mail or U.S.
Postal Service Express Mail, with postage prepaid, or by facsimile
transmission, and shall be deemed sufficiently given if served in a manner
specified in this Paragraph 23. The addresses noted adjacent to a Party's
signature on this Lease shall be that Party's address for delivery or mailing
of notices. Either Party may by written notice to the other specify a different
address for notice, except that upon Lessee's taking possession of the
Premises, the Premises shall constitute Lessee's address for notice. A copy of
all notices to Lessor shall be concurrently transmitted to such party or
parties at such addresses as Lessor may from time to time hereafter designate
in writing.

23.2 DATE OF NOTICE. Any notice sent by registered or certified mail,
return receipt requested, shall be deemed given on the date of delivery shown
on the receipt card, or if no delivery date is shown, the postmark thereon. If
sent by regular mail the notice shall be deemed given 48 hours after the same
is addressed as required herein and mailed with postage prepaid. Notices
delivered by United States Express Mail or overnight courier that guarantee
next day delivery shall be deemed given 24 hours after delivery of the same to
the Postal Service or courier. Notices transmitted by facsimile transmission or
similar means shall be deemed delivered upon telephone confirmation of receipt
(confirmation report from fax machine is sufficient), provided a copy is also
delivered via delivery or mail. If notice is received on a Saturday, Sunday or
legal holiday, it shall be deemed received on the next business day.

24. WAIVERS. No waiver by Lessor of the Default or Breach of any term,
covenant or condition hereof by Lessee, shall be deemed a waiver of any other
term, covenant or condition hereof, or of any subsequent Default or Breach by
Lessee of the same or of any other term, covenant or condition hereof. Lessor's
consent to, or approval of, any act shall not be deemed to render unnecessary
the obtaining of Lessor's consent to, or approval of, any subsequent or similar
act by Lessee, or be construed as the basis of an estoppel to enforce the
provision or provisions of this Lease requiring such consent. The acceptance of
Rent by Lessor shall not be a waiver of any Default or Breach by Lessee. Any
payment by Lessee may be accepted by Lessor on account of moneys or damages due
Lessor, notwithstanding any qualifying statements or conditions made by Lessee
in connection therewith, which such statements and/or conditions shall be of no
force or effect whatsoever unless specifically agreed to in writing by Lessor
at or before the time of deposit of such payment.

26. NO RIGHT TO HOLDOVER. Lessee has no right to retain possession of the
Premises or any part thereof beyond the expiration or termination of this
Lease. In the event that Lessee holds over, then the Base Rent shall be
increased to 150% of the Base Rent applicable immediately preceding the
expiration or termination. Nothing contained herein shall be construed as
consent by Lessor to any holding over by Lessee.

27. CUMULATIVE REMEDIES. No remedy or election hereunder shall be deemed
exclusive but shall, wherever possible, be cumulative with all other remedies
at law or in equity.

28. COVENANTS AND CONDITIONS; CONSTRUCTION OF AGREEMENT. All provisions of
this Lease to be observed or performed by Lessee are both covenants and
conditions. In construing this Lease, all headings and titles are for the
convenience of the Parties only and shall not be considered a part of this
Lease. Whenever required by the context, the singular shall include the plural
and vice versa. This Lease shall not be construed as if prepared by one of the
Parties, but rather according to its fair meaning as a whole, as if both
Parties had prepared it.

29. BINDING EFFECT; CHOICE OF LAW. This Lease shall be binding upon the
parties, their personal representatives, successors and assigns and be governed
by the laws of the State in which the Premises are located. Any litigation
between the Parties hereto concerning this Lease shall be initiated in the
county in which the Premises are located.

30. SUBORDINATION; ATTORNMENT; NON-DISTURBANCE.

30.1 SUBORDINATION. This Lease and any Option granted hereby shall be
subject and subordinate to any ground lease, mortgage, deed of trust, or
other hypothecation or security device (collectively, "SECURITY DEVICE"), now
or hereafter placed upon the Premises, to any and all advances made on the
security thereof, and to all renewals, modifications, and extensions thereof.
Lessee agrees that the holders of any such Security Devices (in this Lease
together referred to as "LENDER") shall have no liability or obligation to
perform any of the obligations of Lessor under this Lease. Any Lender may elect
to
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have this Lease and/or any Option granted here[ILLEGIBLE]perior to the lien of
its Security Device by giving written notice thereof to Lessee, whereupon this
Lease and such Options shall be deemed prior to such Security Device,
notwithstanding the relative dates of the documentation or recordation thereof.

30.2 ATTORNMENT. In the event that Lessor transfers title to the
Premises, or the Premises are acquired by another upon the foreclosure or
termination of a Security Device to which this Lease is subordinated (i) Lessee
shall, subject to the non-disturbance provisions of Paragraph 30.3, attorn to
such new owner, and upon request, enter into a new lease, containing all of the
terms and provisions of this Lease, with such new owner for the remainder of
the term hereof, or, at the election of such new owner, this Lease shall
automatically become a new Lease between Lessee and such new owner, upon all of
the terms and conditions hereof, for the remainder of the term hereof, and (ii)
Lessor shall thereafter be relieved of any further obligations hereunder and
such new owner shall assume all of Lessor's obligations hereunder, except that
such new owner shall not: (a) be liable for any act or omission of any prior
lessor or with respect to events occurring prior to acquisition of ownership;
(b) be subject to any offsets or defenses which Lessee might have against any
prior lessor, (c) be bound by prepayment of more than one month's rent, or (d)
be liable for the return of any security deposit paid to any prior lessor.

30.3 NON-DISTURBANCE. With respect to Security Devices entered into by
Lessor after the execution of this Lease, Lessee's subordination of this Lease
shall be subject to receiving a commercially reasonable non-disturbance
agreement (a "NON-DISTURBANCE AGREEMENT") from the Lender which Non-Disturbance
Agreement provides that Lessee's possession of the Premises, and this Lease,
including any options to extend the term hereof, will not be disturbed so long
as Lessee is not in Breach hereof and attorns to the record owner of the
Premises. Lessor hereby represents that there are no Security Devices entered
into in favor of any Lender with respect to the Premises as of the Commencement
Date.

30.4 SELF-EXECUTING. The agreements contained in this Paragraph 30 shall
be effective without the execution of any further documents; provided, however,
that, upon written request from Lessor or a Lender in connection with a sale,
financing or refinancing of the Premises, Lessee and Lessor shall execute such
further writings as may be reasonably required to separately document any
subordination, attornment and/or Non-Disturbance Agreement provided for herein.

31. ATTORNEYS' FEES. If any Party or Broker brings an action or proceeding
involving the Premises whether founded in tort, contract or equity, or to
declare rights hereunder, the Prevailing Party (as hereafter defined) in any
such proceeding, action, or appeal thereon, shall be entitled to reasonable
attorneys' fees. Such fees may be awarded in the same suit or recovered in a
separate suit, whether or not such action or proceeding is pursued to decision
or judgment. The term, "PREVAILING PARTY" shall include, without limitation, a
Party or Broker who substantially obtains or defeats the relief sought, as the
case may be, whether by compromise, settlement, judgment, or the abandonment by
the other Party or Broker of its claim or defense. The attorneys' fees award
shall not be computed in accordance with any court fee schedule, but shall be
such as to fully reimburse all attorneys' fees reasonably incurred. In
addition, Lessor shall be entitled to attorneys' fees, costs and expenses
incurred in the preparation and service of notices of Default and consultations
in connection therewith, whether or not a legal action is subsequently
commenced in connection with such Default or resulting Breach ($200 is a
reasonable minimum per occurrence for such services and consultation).

32. LESSOR'S ACCESS; SHOWING PREMISES; REPAIRS. Lessor and Lessor's agents
shall have the right to enter the Premises at any time, in the case of an
emergency, and otherwise at reasonable times and upon reasonable notice for the
purpose of showing the same to prospective purchasers, lenders, or tenants, and
making such alterations, repairs, improvements or additions to the Premises as
Lessor may deem necessary. All such activities shall be without abatement of
rent or liability to Lessee. Lessor may at any time place on the Premises any
ordinary "FOR SALE" signs and Lessor may during the last 6 months of the term
hereof place on the Premises any ordinary "FOR LEASE" signs. Lessee may at any
time place on the Premises any ordinary "FOR SUBLEASE" sign.

33. AUCTIONS. Lessee shall not conduct, nor permit to be conducted, any
auction upon the Premises without Lessor's prior written consent. Lessor shall
not be obligated to exercise any standard of reasonableness in determining
whether to permit an auction.

34. SIGNS. Lessee shall have the exclusive right to place signage on the
Premises in locations that are mutually and reasonably agreeable to Lessor and
Lessee. All signs must comply with all Applicable Requirements and the
Covenants, Conditions and Restrictions for the Project.

35. TERMINATION; MERGER. Unless specifically stated otherwise in writing by
Lessor, the voluntary or other surrender of this Lease by Lessee, the mutual
termination or cancellation hereof, or a termination hereof by Lessor for
Breach by Lessee, shall automatically terminate any sublease or lesser estate
in the Premises; provided, however, that Lessor may elect to continue any one
or all existing subtenancies. Lessor's failure within 10 days following any
such event to elect to the contrary by written notice to the holder of any
such lesser interest, shall constitute Lessor's election to have such event
constitute the termination of such interest.

36. CONSENTS. Except as otherwise provided herein, wherever in this Lease the
consent of a Party is required to an act by or for the other Party, such
consent shall not be unreasonably withheld or delayed. Lessor's actual
reasonable costs and expenses (including but not limited to architects',
attorneys', engineers' and other consultants' fees) incurred in the
consideration of, or response to, a request by Lessee for any Lessor
consent, including but not limited to consents to an assignment, a subletting
or the presence or use of a Hazardous Substance, shall be paid by Lessee upon
receipt of an invoice and supporting documentation therefor. Lessor's consent
to any act, assignment or subletting shall not constitute an acknowledgment
that no Default or Breach by Lessee of this Lease exists, nor shall such
consent be deemed a waiver of any then existing Default or Breach, except as
may be otherwise specifically stated in writing by Lessor at the time of such
consent. The failure to specify herein any particular condition to Lessor's
consent shall not preclude the imposition by Lessor at the time of consent of
such further or other conditions as are then reasonable with reference to the
particular matter for which consent is being given. In the event that either
Party disagrees with any determination made by the other hereunder and
reasonably requests the reasons for such determination, the determining party
shall furnish its reasons in writing and in reasonable detail within 10
business days following such request.

38. QUIET POSSESSION. Subject to payment by Lessee of the Rent and
performance of all of the covenants, conditions and provisions on Lessee's part
to be observed and performed under this Lease, Lessee shall have quiet
possession and quiet enjoyment of the Premises during the term hereof.

39. OPTIONS. If Lessee is granted an option, as defined below, then the
following provisions shall apply.

39.1 DEFINITION. "OPTION" shall mean: (a) the right to extend the term
of or renew this Lease or to extend or renew any lease that Lessee has on other
property of Lessor; (b) the right of first refusal or first offer to lease
either the Premises or other property of Lessor; (c) the right to purchase or
the right of first refusal to purchase the Premises or other property of Lessor.

39.2 OPTIONS PERSONAL TO ORIGINAL LESSEE. Any Option granted to Lessee
in this Lease is personal to the original Lessee, and cannot be assigned or
exercised by anyone other than said original Lessee and only while the original
Lessee is in full possession of the Premises and, if requested by Lessor, with
Lessee certifying that Lessee has no intention of thereafter assigning or
subletting.

39.3 MULTIPLE OPTIONS. In the event that Lessee has any multiple Options
to extend or renew this Lease, a later Option cannot be exercised unless the
prior Options have been validly exercised.

39.4 EFFECT OF DEFAULT ON OPTIONS.
(a) Lessee shall have no right to exercise an Option: (i) during the
period commencing with the giving of any notice of Default and continuing until
said Default is cured, (ii) during the period of time any Rent is unpaid
(without regard to whether notice thereof is given Lessee), (iii) during the
time Lessee is in Breach of this Lease, or (iv) in the event that Lessee has
been given 3 or more notices of separate Default, whether or not the Defaults
are cured, during the 12 month period immediately preceding the exercise of the
Option.

(b) The period of time within which an Option may be exercised shall
not be extended or enlarged by reason of Lessee's inability to exercise an
Option because of the provisions of Paragraph 39.4(a).

(c) An Option shall terminate and be of no further force or effect,
notwithstanding Lessee's due and timely exercise of the Option, if, after such
exercise and prior to the commencement of the extended term, (i) Lessee fails
to pay Rent for a period of 30 days after such Rent becomes due (without any
necessity of Lessor to give notice thereof), (ii) Lessor gives to Lessee 3 or
more notices of separate Default during any 12 month period, whether or not the
Defaults are cured, or (iii) if Lessee commits a Breach of this Lease.

40. SECURITY MEASURES. Lessee hereby acknowledges that the Rent payable to
Lessor hereunder does not include the cost of guard service or other security
measures, and that Lessor shall have no obligation whatsoever to provide same.
Lessee assumes all responsibility for the protection of the Premises, Lessee,
its agents and invitees and the property from the acts of third parties.

41. RESERVATIONS. Lessor reserves the right: (i) to grant, without the
consent or joinder of Lessee, such easements, rights and dedications that
Lessor deems necessary, (ii) to cause the recordation of parcel maps and
restrictions, and (iii) to create and/or install new utility raceways, so long
as such

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c 1999 - AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION FORM MTN-2-2/99E

easements, rights, dedications, maps, restriction [illegible copy] utility
raceways do not unreasonably interfere with [illegible copy] use of the Premises
by Lessee. Lessee agrees to sign any documents reasonably requested by Lessor to
effectuate such rights.

42. PERFORMANCE UNDER PROTEST. If at any time a dispute shall arise as to
any amount or sum of money to be paid by one Party to the other under the
provisions hereof, the Party against whom the obligation to pay the money is
asserted shall have the right to make payment "under protest" and such payment
shall not be regarded as a voluntary payment and there shall survive the right
on the part of said Party to institute suit for recovery of such sum. If it
shall be adjudged that there was no legal obligation on the part of said Party
to pay such sum or any part thereof, said Party shall be entitled to recover
such sum or so much thereof as it was not legally required to pay.

43. AUTHORITY. If either Party hereto is a corporation, trust, limited
liability company, partnership, or similar entity, each individual executing
this Lease on behalf of such entity represents and warrants that he or she is
duly authorized to execute and deliver this Lease on its behalf. Each party
shall, within 30 days after request, deliver to the other party satisfactory
evidence of such authority.

44. CONFLICT. Any conflict between the printed provisions of this Lease and
the typewritten or handwritten provisions shall be controlled by the
typewritten or handwritten provisions.

45. OFFER. Preparation of this Lease by either party or their agent and
submission of same to the other Party shall not be deemed an offer to lease to
the other Party. This Lease is not intended to be binding until executed and
delivered by all Parties hereto.

46. AMENDMENTS. This Lease may be modified only in writing, signed by the
Parties in interest at the time of the modification. As long as they do not
materially change Lessee's obligations hereunder, Lessee agrees to make such
reasonable non-monetary modifications to this Lease as may be reasonably
required by a Lender in connection with the obtaining of normal financing or
refinancing of the Premises.

47. MULTIPLE PARTIES. If more than one person or entity is named herein as
either Lessor or Lessee, such multiple Parties shall have joint and several
responsibility to comply with the terms of this Lease.

48. WAIVER OF JURY TRIAL. The Parties hereby waive their respective rights
to trial by jury in any action or proceeding involving the Property or arising
out of this Agreement.

49. MEDIATION AND ARBITRATION OF DISPUTES. An Addendum requiring the
Mediation and/or the Arbitration of all disputes between the Parties and/or
Brokers arising out of this Lease [ ] is [X] is not attached to this Lease.

LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND
PROVISION CONTAINED HEREIN, AND BY THE EXECUTION OF THIS LEASE SHOW THEIR
INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE THAT, AT THE
TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY
REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH
RESPECT TO THE PREMISES.

ATTENTION: NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AMERICAN
INDUSTRIAL REAL ESTATE ASSOCIATION OR BY ANY BROKER AS TO THE LEGAL
SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS LEASE OR THE TRANSACTION
TO WHICH IT RELATES. THE PARTIES ARE URGED TO:

1. SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE.

2. RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF
THE PREMISES. SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO: THE
POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING OF THE PREMISES, THE
STRUCTURAL INTEGRITY, THE CONDITION OF THE ROOF AND OPERATING SYSTEMS,
COMPLIANCE WITH THE AMERICANS WITH DISABILITIES ACT AND THE SUITABILITY OF THE
PREMISES FOR LESSEE'S INTENDED USE.

WARNING: IF THE PREMISES ARE LOCATED IN A STATE OTHER THAN CALIFORNIA, CERTAIN
PROVISIONS OF THE LEASE MAY NEED TO BE REVISED TO COMPLY WITH THE LAWS OF THE
STATE IN WHICH THE PREMISES ARE LOCATED.

The parties hereto have executed this Lease at the place and on the dates
specified above their respective signatures.

Executed at: Rancho Dominguez Executed at: Carlsbad, California
-------------------------------- ------------------------------

on: August 17, 2004 on: August 18, 2004
----------------------------------------- ---------------------------------------

By LESSOR: BY LESSEE:

Carson Dominguez Properties, L.P. CancerVax Corporation
- --------------------------------------------- -------------------------------------------

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

By: /s/ Matthew J. Vanderhorst By: /s/ David F. Hale
----------------------------------------- --------------------------------------

Name Printed: Matthew J. Vanderhorst Name Printed: David F. Hale
------------------------------- -----------------------------

Title: Senior Vice President Title: President and CEO
-------------------------------------- ------------------------------------

By: /s/ James Flynn
-----------------------------------------

Name Printed: James Flynn
-------------------------------

Title: President
--------------------------------------

Address: 18710 S. Wilmington Avenue, Suite 200
------------------------------------
Rancho Dominguez, CA 90220
------------------------------------

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

Telephone: (310) 687-5000 Telephone: (760) 494-4200
---------------------------------- --------------------------------

Facsimile: (310) 687-5057 Facsimile: (760) 494-4282
---------------------------------- --------------------------------

Federal ID No. ------------------------------ Federal ID No. ----------------------------

THESE FORMS ARE OFTEN MODIFIED TO MEET CHANGING REQUIREMENTS OF LAW AND NEEDS
OF THE INDUSTRY. ALWAYS WRITE OR CALL TO MAKE SURE YOU ARE UTILIZING THE MOST
CURRENT FORM: AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION, 700 SOUTH FLOWER
STREET, SUITE 600, LOS ANGELES, CA 90017. (213) 687-8777.

(C)COPYRIGHT 1999 BY AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION.
ALL RIGHTS RESERVED.
NO PART OF THESE WORKS MAY BE REPRODUCED IN ANY FORM WITHOUT
PERMISSION IN WRITING.

[Illegible
Copy]
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REVISED

[AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION LOGO]
RENT ADJUSTMENT(S)
STANDARD LEASE ADDENDUM

DATED July 14, 2004
_____________________________________________________

BY AND BETWEEN (LESSOR) Carson Dominguez Properties, L.P.
___________________________________
___________________________________

(LESSEE) Cancer Vax Corporation
___________________________________
___________________________________

ADDRESS OF PREMISES: 18120 Central Avenue
______________________________________
Carson, CA 90746
______________________________________

Paragraph 53
_____

A. RENT ADJUSTMENTS:
The monthly rent for each month of the adjustment period(s) specified
below shall be increased using the method(s) indicated below:

(Check Method(s) to be Used and Fill in Appropriately)

[X] I. COST OF LIVING ADJUSTMENT(S) (COLA)

a. On (Fill in COLA Dates): the commencement of the 13th month of
the Original Term and annually thereafter the Base Rent shall be increased by
3%.

[ ] II. MARKET RENTAL VALUE ADJUSTMENT(S) (MRV)

a. On (Fill in MRV Adjustment Date(s): ____________________________

_______________________________________________________________________________

the Base Rent shall be adjusted to the "Market Rental Value" of the property as
follows:

1) Four months prior to each Market Rental Value Adjustment
Date described above, the Parties shall attempt to agree upon what the new MRV
will be on the adjustment date. If agreement cannot be reached within thirty
days, then:

(a) Lessor and Lessee shall immediately appoint a mutually
acceptable appraiser or broker to establish the new MRV within the next 30 days.
Any associated costs will be split equally between the Parties, or

(b) Both Lessor and Lessee shall each immediately make a
reasonable determination of the MRV and submit such determination, in writing,
to arbitration in accordance with the following provisions:

(i) Within 15 days thereafter, Lessor and Lessee
shall each select an [ ] appraiser or [ ] broker ("CONSULTANT" - check one) of
their choice to act as an arbitrator. The two arbitrators so appointed shall
immediately select a third mutually acceptable Consultant to act as a third
arbitrator.

(ii) The 3 arbitrators shall within 30 days of the
appointment of the third arbitrator reach a decision as to what the actual MRV
for the Premises is, and whether Lessor's or Lessee's submitted MRV is the
closest thereto. The decision of a majority of the arbitrators shall be binding
on the Parties. The submitted MRV which is determined to be the closest to the
actual MRV shall thereafter be used by the Parties.

(iii) If either of the Parties fails to appoint an
arbitrator within the specified 15 days, the arbitrator timely appointed by one
of them shall reach a decision on his or her own, and said decision shall be
binding on the Parties.

(iv) The entire cost of such arbitration shall be paid
by the party whose submitted MRV is not selected, ie. the one that is NOT the
closest to the actual MRV.

2) Notwithstanding the foregoing, the new MRV shall not be less
than the rent payable for the month immediately preceding the rent adjustment.

b. Upon the establishment of each New Market Rental Value:

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RENT ADJUSTMENT(S)
PAGE 1 OF 2

REVISED

1) the new MRV will become the new "Base Rent" for the purpose
of calculating any further Adjustments, and

2) the first month of each Market Rental Value term shall become
the new "Base Month [Illegible Copy] the purpose of
calculating any further Adjustment

[ ] III. FIXED RENTAL ADJUSTMENT(S) (FRA)

The Base Rent shall be increased to the following amounts on the dates set forth
below:

On (Fill in FRA Adjustment Date(s)): The New Base Rent shall be:

___________________________________ $ ________________________________

B. NOTICE:

Unless specified otherwise herein, notice of any such adjustments, other
than Fixed Rental Adjustments, shall be made as specified in paragraph 23
[Illegible Copy] the Lease.

NOTE: THESE FORMS ARE OFTEN MODIFIED TO MEET CHANGING REQUIREMENTS OF LAW AND
NEEDS OF THE INDUSTRY. ALWAYS WRITE OR CALL TO MAKE SURE YOU ARE UTILIZING THE
MOST CURRENT FORM: AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION, 700 S. FLOWER
STREET, SUITE 600, LOS ANGELES, CALIF. 90017

[Illegible
Copy]
Initials: ________ Initials: ________

[Illegible
Copy]
________ ________

RENT ADJUSTMENT(S)
PAGE 2 OF 2

REVISED

[AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION LOGO]
OPTION(S) TO EXTEND
STANDARD LEASE ADDENDUM

DATED July 14, 2004

BY AND BETWEEN (LESSOR) Carson Dominguez Properties, L.P.

(LESSEE) Cancer Vax Corporation

ADDRESS OF PREMISES: 18120 Central Avenue
Carson, CA 90746

Paragraph 54

A. OPTION(S) TO EXTEND:

Lessor hereby grants to Lessee the option to extend the term of this Lease for
one additional 60 month period commencing when the prior term expires upon each
and all of the following terms and conditions:

(i) In order to exercise an option to extend, Lessee must give
written notice of such election to Lessor and Lessor must receive the same at
least 9 months prior to the date that the option period would commence, time
being of the essence. If proper notification of the exercise of an option is not
given and/or received, such option shall automatically expire. Options (if there
are more than one) may only be exercised consecutively.

(ii) The provisions of paragraph 39, including those relating to
Lessee's Default set forth in paragraph 39.4 of this Lease, are conditions of
this [ILLEGIBLE] Option.

(iii) Except for the provisions of this Lease granting an option or
options to extend the term, all of the terms and conditions of this Lease except
where specifically modified by this option shall apply.

(iv) This Option is personal to the original Lessee, and cannot be
assigned or exercised by anyone other than said original Lessee and only while
the original Lessee is in full possession of the Premises and without the
intention of thereafter assigning or subletting.

(v) The monthly rent for each month for the option period shall be
calculated as follows, using the method(s) indicated below:
(Check Method(s) to be Used and Fill in Appropriately)

[ ] I. Cost of Living Adjustment(s) (COLA)

a. On (Fill in COLA Dates): _____________________________________________

________________________________________________________________________________
the Base Rent shall be adjusted by the change, if any, from the Base Month
specified below, in the Consumer Price Index of the Bureau of Labor Statistics
[Illegible] the U.S. Department of Labor for (select one): [ ] CPI W (Urban Wage
Earners and Clerical Workers) or [ ] CPI U (All Urban Consumers), for (Fill in
Urban Area):

________________________________________________________________________________
All items (1982-1984 = 100), herein referred to [Illegible]

b. The monthly rent payable in accordance with paragraph A.I.a. of
this Addendum shall be calculated as follows: the Base Rent set forth in
paragraph 1.5 of the attached Lease, shall be multiplied by a fraction the
numerator of which shall be the CPI of the calendar month 2 months prior to the
month(s) specified in paragraph A.I.a. above during which the adjustment is to
take effect, and the denominator of which shall be the CPI of the calendar month
which is 2 months prior to (select one): [ ] the first month of the term of this
Lease as set forth in paragraph 1.3 ("Base Month") or [ ] (Fill in Other "Base
Month") ___________________________________________. The sum so calculated shall
constitute the new monthly rent hereunder but in no event, shall any such new
monthly rent be less than the rent payable for the month immediately preceding
the rent adjustment.

c. In the event the compilation and/or publication of the CPI shall be
transferred to any other governmental department or bureau or agency or shall be
discontinued, then the index most nearly the same as the CPI shall be used to
make such calculation. In the event that the Parties cannot agree on such
alternative index, then the matter shall be submitted for decision to the
American Arbitration Association in accordance with the then rules of said
Association and the decision of the arbitrators shall be binding upon the
parties. The cost of said Arbitration shall be paid equally by the Parties.

[ ] II. MARKET RENTAL VALUE ADJUSTMENT(S) MRV

a. On (Fill in MRV Adjustment Date(s)) __________________________________

________________________________________________________________________________
the Base Rent shall be adjusted to the "Market Rental Value" of the
property as follows:

1) Four months prior to each Market Rental Value Adjustment Date
described above, the Parties shall attempt to agree upon what the new MRV will
be on the adjustment date. If agreement cannot be reached, within thirty days,
then:

(a) Lessor and Lessee shall immediately appoint a mutually acceptable
appraiser or broker to establish the new MRV within the next 30 days. Any
associated costs will be split equally between the Parties, or

(b) Both Lessor and Lessee shall each immediately make a reasonable
determination of the MRV and submit such determination, in writing, to
arbitration in accordance with the following provisions:

Initials: Initials: [Illegible]
_______ ___________
[Illegible]
_______ ___________

PAGE 1 OF 2

REVISED

(i) Within 15 days thereafter, Lessor and Lessee shall each select an
[ ] [illegible] or [ ] broker ("Consultant" -- check one) of the choice to
act as an arbitrator. The two arbitrators so appointed shall immediately select
a third mutually acceptable Consultant to act as a third arbitrator.

(ii) The 3 arbitrators shall within 30 days of the appointment of the
third arbitrator reach a decision as to what the actual MRV for the Premises is,
and whether Lessor's or Lessee's submitted MRV is the closest thereto. The
decision of a majority of the arbitrators shall be binding on the Parties. The
submitted MRV which is determined to be the closest to the actual MRV shall
thereafter be used by the Parties.

(iii) If either of the Parties fails to appoint an arbitrator within
the specified 15 days, the arbitrator timely appointed by one of them shall
reach a decision on his or her own, and said decision shall be binding on the
Parties.

(iv) The entire cost of such arbitration shall be paid by the party
whose submitted MRV is not selected, ie. the one that is NOT the closest to the
actual MRV.

2) Notwithstanding the foregoing, the new MRV shall not be less than the
rent payable for the month immediately preceding the rent adjustment.

b. Upon the establishment of each New Market Rental Value:

1) the new MRV will become the new "Base Rent" for the purpose of
calculating any further Adjustments, and

2) the first month of each Market Rental Value term shall become the new
"Base Month" for the purpose of calculating any further Adjustments.

[x] III. FIXED RENTAL ADJUSTMENT(s) (FRA)
The Base Rent shall be increased to the following amounts on the dates set
forth below:

On (Fill in FRA Adjustment Date(s)): The then current Base Rent
shall be:

the commencement of $ increased by 3%
---------------------------------- -------------------------------
the option term and
----------------------------------
annually hereafter
----------------------------------

B. NOTICE:

Unless specified otherwise herein, notice of any rental adjustments, other
than Fixed Rental Adjustments, shall be made as specified in paragraph 23 of
the Lease.

[illegible]
Initials ----- Initials -----
[illegible]
----- -----

PAGE 2 of 2
REVISED

RIDER ATTACHED TO AND MADE A PART OF
STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE-NET
DATED AS OF JULY 14, 2004,
BY AND BETWEEN
CARSON DOMINGUEZ PROPERTIES, L.P., AS LESSOR,
AND CANCER VAX CORPORATION, AS LESSEE

1.2 PREMISES. This Lease is made and accepted and the Premises leased
subject to existing conditions, covenants, restrictions, reservations,
easements and rights-of-way of record and there is excepted and reserved unto
the Lessor and to it successors and assigns all water, oil, gas and other
hydrocarbons and other minerals in and under the Premises, together with the
sole and exclusive right, as hereinafter limited, to drill, redrill, deepen,
complete and maintain wells and well holes under, through and beyond, and to
drill for, produce, extract, take and remove water, oil, gas, and other
hydrocarbon substances and other minerals from and through the Premises
together with all rights-of-way and of ingress and egress and all easements
necessary or desirable for or in connection with any and all of the
above-mentioned purposes; provided, however, the foregoing rights and the
exercise thereof are subject to the following limitations: neither Lessor nor
anyone claiming under or through Lessor shall have or exercise any right of
surface entry upon or through the Premises except beneath a depth two hundred
(200) feet below the present surface of the Premises. Lessor further reserves
the right for itself, its successors and assigns to grant, transfer, convey,
assign, lease, convey in trust, mortgage, hypothecate or otherwise encumber, the
rights hereby excepted and reserved in this Section 1.2, without notice to or
necessity of any consent or approval from the Lessee. Subject to compliance with
the Covenants, Conditions and Restrictions for the Project, Lessee shall have
the exclusive right to use the roof of the Premises for HVAC and communication
equipment.

4.2 (xi) COMMON AREA OPERATING EXPENSES. Common Area Operating Expenses
shall not include the following:

1. The cost to bring any portion of the Premises into
compliance with Applicable Requirements as of the Commencement Date;

2. Costs to perform initial construction and/or correct initial
construction defects;

3. Advertising expenses for the Project, including but not
limited to costs of maintaining any website related to the Project;

4. The purchase or maintenance of any art work;

5. Costs incurred because any party breaches any lease with
respect to any portion of the Premises;

6. Any cost reimbursed by insurance proceeds (or which would
have been reimbursed if Lessor carried customary insurance), condemnation award
or indemnification by any third party;

7. Charitable or political contributions;

8. Entertaining, dining or related travel expenses that are
(a) not directly related to the management and maintenance of the Premises, or
(b) in excess of reasonable and customary amounts;

9. Fines and penalties;

10. Costs of testing for, handling, remediating, or abating
Hazardous Substances existing on the Premises prior to the Commencement Date;

11. Costs of purchasing environmental insurance;

12. Expenses paid to Lessor's affiliates in excess of market
rates;

13. Ground rent, mortgage interest, principal and transaction
costs, build out of tenant space, cleanup of Lessor's construction projects and
general and administrative expenses for construction (overhead);

14. Costs resulting from Lessor's negligence;

15. Costs incurred in installing, operating and maintaining any
specialty service, other than those listed in this paragraph 4.2, which is not
necessary for Lessor's operation of the Project.

5. SECURITY DEPOSIT. As security for its obligations under this Lease,
Lessee shall deliver to Lessor an unconditional irrevocable letter of credit
from , or another banking institution which is rated A- or better
by Standard & Poor's or Moody's in a face amount equal to Two Hundred Eighty
Thousand Dollars ($280,000.00) (the "Letter of Credit"). The Letter of Credit
shall have a term not less than one year. Lessor may draw on the Letter of
Credit shall have a term not less than one year. Lessor may draw on the Letter
of Credit for any matter for which Lessor could otherwise apply the Security
Deposit under this Lease, in which case, Lessor may draw only that amount which
could be so applied or for Lessee's failure to replace the Letter of Credit with
a new Letter of Credit not less than twenty days before expiration of the
then-current Letter of Credit. The Letter of Credit shall constitute the
Security Deposit hereunder, and be governed by the terms of this Lease governing
the Security Deposit. If at any time Lessor draws upon the Letter of Credit
Lessee shall immediately deposit with Lessor in cash an additional Security
Deposit equal to the amount so drawn by Lessor. In no event shall Lessee use or
attempt to use the Security deposit for the payment of rent during the Lease
term (or any extension, renewal or option period thereof), including, without
limitation, the last month of the Lease term (or any extension, renewal or
option period thereof). If at any time during the term of the Lease Lessee (i)
provides to Lessor financial statements as filed with the Security and Exchange
Commission showing that Lessee has generated GAAP based positive net income for
two consecutive quarters, and (ii) Lessee is not in Default under this Lease,
then Lessee may replace the then current Letter of Credit with a new Letter of
Credit in a face amount equal to One Hundred Thousand Dollars ($100,000.00).

6.2(a) HAZARDOUS SUBSTANCES. As of the Commencement Date, Lessee will be
using the following substances on the Premises which constitute a Reportable
Use of Hazardous Substances and Lessor hereby consents to the use of such
substances provided that Lessee complies with all Applicable Requirements. All
other substances used on the Premises which constitute a Reportable Use of
Hazardous Substances shall require consent as provided in this Section 6.2.

<Table>
Minimum Maximum
Part# Description Inventory Level Inventory Level UOM

1047 Alcohol Spray 15 30 case (24ea @ 11oz)
1050 Bleach 5 10 Gallon
1064 RIMSO 50 50 100 each (100mL)
1243 Sporklenz RTU 40 60 case (4ea @ 1 quart)
1246 Sporklenz Concentrate 32 48 case (4ea @ 1 quart)
1248 Vesphene 1 2 L
1250 LpH 1 3 L
6184 Prostat Sterile Cleanroom Wipes 250 350 cs
(Alcohol)
Hypo Chlor Spray 10 15 cs
</Table>

7.1(a) LESSEE'S OBLIGATIONS. As used in this Lease, "good order,
condition and repair" shall be determined by Lessor, in its reasonable
discretion.

9.1(f) DEFINITIONS. "Lessee's Agents" shall mean Lessee's agents,
representatives, employees, contractors, invitees and customers when acting
within the scope of their relationship with Lessee.

10.1 DEFINITION OF "REAL PROPERTY TAXES." Lessor and Lessee
acknowledge that the property tax authorities will require an extended time to
reassess the property to take into account the value of the new buildings and
other improvements thereon, but that property taxes on the reassessed value
will eventually be payable from the date of such improvements. Therefore, as
used in this Lease, the term "Real Property Taxes" shall include an amount
reasonably estimated by Lessor as the amount necessary to cause payments under
this section to

equal the amount of real property taxes ultimately payable with respect to the
property for such period. Upon a determination of the actual amount of Real
Property Taxes, as reassessed, Lessor shall provide a statement to Lessee of
such amounts. If Lessee's payment of Real Property Taxes, as estimated by
Lessor, is greater than the actual amount of Real Property Taxes, then Lessor
shall refund the overpayment amount to Lessee within thirty (30) days. If
Lessee's payment of Real Property Taxes, as estimated by Lessor, is less than
the actual amount of Real Property Taxes, then Lessee shall pay such difference
to Lessor within thirty (30) days.

12.1(b) LESSOR'S CONSENT REQUIRED. Notwithstanding the foregoing,
Lessee shall not be required to obtain consent of Lessor for any assignment,
sublease or any other transfer or use of the Leased Premises by or to an entity
controlled by, controlling, or under common control with Lessee or any successor
in interest to Lessee (collectively, "Lessee's Affiliate"). Lessee agrees to
deliver to Lessor advance written notice prior to any such Lessee Affiliate
transfer. Lessee shall also deliver to Lessor appropriate documentation
confirming Lessee's Affiliate status and a written assumption of Lessee's
obligations hereunder. The option rights under this Lease, if any, are not
personal and may, only with the consent of Lessee, be transferred upon
authorized transfer under the Lease. Notwithstanding any consent by Lessor to
an assignment or sub-tenancy, Lessee shall remain jointly and severally liable
(along with each approved assignee or sub-tenant which shall automatically
become liable for all obligations of Lessee hereunder upon commencement of such
assignment or sublease) for all obligations under this Lease, and Lessor shall
be permitted to enforce the provisions of this instrument directly against the
undersigned Lessee and/or its assignee or subtenant without proceeding in any
way against any other person.

12.4 PAYMENT OF PROFIT. Except for an assignment or sublease to
a Lessee's Affiliate, if Lessee assigns or subleases this Lease, the following
shall apply:

(a) Lessee shall pay to Lessor as rent under the Lease the
Profit (as hereinafter defined) on such transaction as and when received by
Lessee, unless Lessor gives written notice to Lessee and the assignee or
subtenant that the Profit shall be paid by the assignee or subtenant to Lessor
directly. The term "Profit" means fifty percent (50%) of all amounts paid to
Lessee for such assignment or sublease including "key" money, monthly Base Rent
in excess of the monthly Base Rent payable under this Lease and all fees and
other consideration paid for the assignment or sublease, including fees under
any collateral agreements but after deducting Lessee's costs to sublease which
shall include, without limitation, broker's commissions to unrelated third
parties, tenant improvement costs and any other amounts paid by Lessee in
connection with such transfer. The Profit in the case of a sublease of less
than all the Premises is the rent and other charges allocable to the subleased
space as a percentage on a square footage basis.

(b) Lessee shall provide Lessor a written statement certifying
all amounts to be paid from any assignment or sublease of the Premises within
thirty (30) days after the transaction documentation is signed and Lessor, from
time to time, may inspect Lessee's books and records to verify the accuracy of
such statement. Upon Lessor's written request, Lessee shall promptly furnish to
Lessor copies of all the transaction documentation, all of which shall be
certified by Lessee to be complete, true and correct and which are the
confidential information of Lessee and may not be disclosed by Lessor to any
third party without Lessee's prior written consent. Lessor's receipt of the
Profit shall not be consent to any further assignment or subletting. The breach
of Lessee's obligation under this Paragraph 12 shall be an Event of Default
under this Lease.

51. UNDERGROUND TANKS AND BACKUP GENERATORS. Notwithstanding
anything to the contrary in the Lease, Lessee shall not install, maintain or use
on the Premises underground tanks or other underground receptacles of any sort
without the prior written consent of Lessor, which consent may be granted or
withheld in the sole discretion of Lessor. Lessee shall have the right, at its
sole expense, to install, operate and maintain one or more backup generators on
the Premises. The size and location of such backup generator(s) shall be
subject to approval by Lessor, which approval shall not be unreasonably withheld
or delayed.

52. OIL FACILITIES. Lessee acknowledges that the Premises have
been constructed upon or in the vicinity of former oil wells that have been
abandoned in accordance

with procedures approved by the California Department of Conservation, Division
of Oil and Gas. Lessee shall not interfere with any equipment or structures
relating to such abandoned oil wells. Lessor shall be entitled to access to the
Premises at reasonable times and upon reasonable notice, if and as necessary or
convenient to maintain, repair or replace any of such equipment or structures,
provided Lessor shall not unreasonably interfere with Lessee's operations on
the Premises. Lessee shall not be obligated to maintain, repair or install any
equipment or structures required in connection with the abandonment of oil and
gas wells on the premises.

Lessor reserves the right to enter the Premises from time to time to
install, maintain, repair, replace and remove methane gas monitoring devices and
other apparatus as Lessor may deem appropriate, but Lessor shall not
unreasonably interfere with Lessee's operations and use of the Premises.

53. RENT ADJUSTMENT(S). See attached.

54. OPTION TO EXTEND. See attached.

EXHIBIT A
[THE CARSON COMPANIES MAP]

THE CARSON COMPANIES
18710 S. WILMINGTON AVE.
SUITE 200
RANCHO DOMINGUEZ, CA 90220
310-687-5000
310-687-5057 FAX
MATT VANDERHORST

EXHIBIT B

WORK LETTER FOR TENANT IMPROVEMENTS

This Work Letter is made a part of the Lease Agreement dated JULY 14, 2004,
by and between CARSON DOMINGUEZ PROPERTIES, L.P., as Lessor, and CANCER VAX
CORPORATION, as Lessee. Lessor and Lessee hereby agree as follows:

I. LESSEE'S WORK.

A. DEFINITION. All tenant improvements in the Premises (including,
without limitation, removal or modification of any existing improvements), to
prepare the Premises for occupancy by Lessee will be performed by Lessee at
Lessee's sole cost and expense except to the extent covered by the Allowance to
be paid by Lessor as provided in paragraph VI herein. The improvements to be
constructed by Lessee in the Premises in accordance with this Work Letter shall
include, but are not limited to engineering and design fees, plan check and
permit costs, testing and inspection costs, construction costs, bond costs,
blueprint and reproduction costs ("Lessee's Work").

B. LESSOR'S OBLIGATIONS. Except as otherwise provided in the Lease, it is
expressly understood and agreed that Lessee is accepting the Premises "AS IS"
and that Lessor shall have no obligation to perform any tenant improvement work
in the Premises (including, without limitation, any base building work) and
that none of Lessee's obligations under the Lease shall be conditioned upon the
timely or satisfactory completion of Lessee's Work.

C. REQUIREMENTS. Lessee's Work shall conform to Lessor's building
standards described in Exhibit C, and shall be performed in accordance with
Lessee's Plans (as described in Paragraph II below), which shall be subject to
the approval and consent of Lessor, which approval and consent shall not be
unreasonably withheld or delayed. Lessee shall be responsible for the design,
construction, function, repair and maintenance of all Lessees' work. Lessee
shall complete Lessee's Work prior to March 31, 2005.

II. LESSEE'S PLANS.

A. DESCRIPTION. Lessee shall retain architects and engineers licensed by
the State of California (collectively, "LESSEE'S ARCHITECT") to prepare plans
and specifications for the construction of Lessee's Work ("LESSEE'S PLANS"),
Lessee's Plans shall be in form and content sufficient to secure all required
governmental approvals. Lessor hereby acknowledges that it has approved
Lessee's use of Certified Facilities, Inc. for the design of Lessee's Work.
Lessee shall pay all of the fees and charges of Lessee's Architect for all of
the work required by this Work Letter. Lessee's Architect shall coordinate with
Lessor's representatives to assure the consistency of Lessee's Plans with the
plans and specifications for the work already included within the Premises.
Prior to the commencement of construction, Lessee shall deliver to Lessor all of
Lessee's Plans, together with such further information and detail as Lessor
shall reasonably request, for Lessor's review and approval in accordance with
this Work Letter.

B. LESSOR APPROVAL. Lessee's Plans shall be subject to Lessor's reasonable
approval, which approval shall not be unreasonably withheld or delayed. Prior
to commencement of construction, all structural plans for Lessee's Work shall be
submitted for review and approval to the engineering firm of Ajit Randhava &
Associates and Lessee shall pay such firm's fees for such review and approval.
Failure of Lessor to notify Lessee of Lessor's response to such Plans within
five (5) business days after receipt thereof and of any supplemental information
required by Lessor shall constitute Lessor's approval of such Plans. If Lessor
disapproves any of Lessee's Plans, Lessor shall advise Lessee of the reasons for
such disapproval and the required revisions. After being so advised by Lessor,
Lessee shall submit a redesign, incorporating the revisions required by Lessor,
for Lessor's approval. Approval by Lessor shall not be deemed to be a
representation or warranty by Lessor with respect to the safety, adequacy,
correctness, efficiency or compliance with law of Lessee's Plans.

C. PERMITS. Lessee's Architect shall be responsible for submission of
Lessee's Plans for a plan check by the City of Carson (the "CITY"). Any changes
required by the City shall be submitted to Lessor for Lessor's review and
approval. Lessee's Contractor (as defined below) or Lessee shall apply for the
building permit for Lessee's Work and Lessee shall be responsible for and pay
all fees and expenses for securing the building permit and all other permits
necessary for construction of the "Lessee's Work".

III. CONSTRUCTION OF LESSEE'S WORK.

A. LESSEE'S CONTRACTOR. Lessee will enter into a construction contract
with Lusardi Construction Company for construction of Lessee's Work ("LESSEE'S
CONTRACTOR"). Lessor hereby acknowledges that it has approved Lessee's use of
Lusardi Construction Company for the construction of Lessee's Work. Lessee's
Contractor shall be licensed and regulated by the Contractor's State License
Board, as required by law. Lessee's Contractor shall be required to provide
payment and performance bonds for all of Lessee's Work.

B. PERFORMANCE. Lessee shall perform, through Lessee's Contractor, all
work shown in the approved Lessee's Plans, strictly in accordance therewith,
and in a good, workmanlike and professional manner, to the standards of the
base building improvements or better, and in accordance with all applicable
laws and codes. As used herein, the term "CODE" shall mean all applicable
electrical, building, architectural barrier and access, zoning, health, safety,
seismic, fire, energy and other codes, ordinances, regulations, rulings,
interpretations, requirements and relevant provisions of law issued or adopted
by the City, County of Los Angeles, State of California, Federal Government or
other governmental authority. If Lessee's Work results in any damage to or
defects in the Premises Lessee shall promptly remedy said damage or defects at
its sole cost and expense.

C. CODE REQUIREMENTS. Lessee shall bear all costs and expenses of
constructing Lessee's Work in compliance with all applicable codes and shall be
responsible, at its expense, for obtaining and, if requested by Lessor,
furnishing copies to Lessor of, all governmental permits, certificates, and
approvals necessary for the commencement and prosecution of Lessee's Work and
for final approval thereof upon completion.

D. TEST AND INSPECTIONS. Lessee shall conduct tests and inspections on
structural, roof, soils, and concrete portion of Lessee's Work. The following
testing and inspection companies shall be used for their respective areas of
the Lessee's Work.

(a). Structural: Heider Engineering
(b). Roofing: Commercial Roof Management
(c). Soils: GeoSoils, Inc.
(d). Concrete: Heider Engineering

Testing companies selected by Lessee to accomplish such other testing as
may be required shall be subject to approval by Lessor, not unreasonably
withheld.

E. HAZARDOUS MATERIALS. Lessee hereby agrees to fully comply with, and
cause its agents, employees and contractors to comply with the terms of Section
6.2 of the Lease and to specifically comply with all applicable laws, rules and
regulations throughout the term of the Lease, including, without limitation,
during the period of construction of Lessee's Work. Lessee shall not at any
time install or operate any underground storage tank on the Premises. Lessee
specifically agrees that if, during the course of construction of Lessee's
Work, applicable laws, rules or regulations require any remedial work, testing
or other action with respect to Hazardous Materials in all or any part of the
Premises, such work shall be performed at Lessee's sole cost and expense.
Lessee hereby agrees to indemnify, defend and hold Lessor harmless from any
cost, expense, claim, loss, damage or liability resulting from the presence or
use of Hazardous Materials in all or any part of the Premises which are brought
into the Premises in connection with the construction of Lessee's Work.

F. LIENS AND VIOLATIONS. Lessee, at its expense, and with diligence and
dispatch, shall procure the cancellation or discharge of all notices of
violation arising from or otherwise

connected with Lessee's Work, or any other work, labor, services or materials
done for or supplied to Lessee, or any person claiming through or under Lessee,
issued by any public authority. Lessee shall not utilize materials in Lessee's
Work that are subject to security interests or liens, provided that the
foregoing shall not apply to Lessee's trade fixtures, furnishings and equipment
which, at Lessee's option, may be subject to equipment lease financing. Lessee
shall defend, indemnify and hold Lessor harmless from and against any and all
mechanics' liens, stop notices and other liens and encumbrances or claims of
liens or encumbrances filed in connection with Lessee's Work, or any other work,
labor, services or materials done for or supplied to Lessee, or any person
claiming through or under Lessee including, without limitation, security
interests in any materials, fixtures or other articles installed in the Premises
(except as aforesaid, provided that any trade fixtures which are installed and
which are subject to equipment lease financing shall be removable without
substantial damage to the Premises or other improvements thereon, including
those installed as part of Lessee's Work); and against all costs, expenses and
liabilities incurred in connection with any such lien or encumbrance, or claim
of lien or encumbrance, its removal or any related action or proceeding. Lessee,
at its expense, shall satisfy or discharge of record each stop notice, lien or
encumbrance within fifteen (15) days after it is filed. If Lessee, after fifteen
(15) days' notice from Lessor, fails to satisfy or discharge such matters,
Lessor shall have the right to satisfy or discharge the stop notice, lien or
encumbrance by (i) payment to the claimant on whose behalf it was filed, (ii)
the posting of a bond, or (iii) other action. Lessee shall reimburse Lessor on
demand for the costs and expenses so incurred by Lessor. Lessee will be directly
responsible to Lessor for the performance of Lessees' Architect and Lessee's
Contractor, and will indemnify, defend and hold harmless Lessor from any cost,
expense, claim, lien, loss, damage or liability in connection with Lessee's
Work.

G. INSPECTION BY LESSOR. Lessor shall have the right to inspect Lessee's
Work at any time, and may (but shall have no obligation to) require the removal
of Lessee's Work that does not conform with applicable laws or does not
substantially conform with Lessee's Plans. If Lessor so requests, Lessee shall
notify Lessor of all scheduled inspections, tests or approvals of portions of
Lessee's Work in sufficient time to permit Lessor's representatives to observe
such inspections, tests or approvals.

H. INSURANCE. Throughout the performance of Lessee's Work, Lessee, at its
sole cost and expense, shall carry, and shall cause Lessee's Contractor to
carry workers' compensation insurance as required by law and general liability
insurance with coverage limits not less than $1,000,000 for any occurrence in
or about the Premises, in such form, with coverage limits and with such
insurers, as reasonably satisfactory to Lessor, and shall name Lessor as an
additional insured, and in each case meeting the requirements of Section 8.5 of
the Lease. Lessee shall furnish Lessor with evidence satisfactory to Lessor that
such insurance is in effect before the commencement of Lessee's Work, and, on
request of Lessor during construction, Lessee shall provide evidence
satisfactory to Lessor that such insurance remains in effect.

IV. CHANGE ORDERS. If Lessee desires any change, addition or alteration in
approved Lessee's Plans, which itself, or together with previous change orders
not subject to Lessor's approval, would change the project cost by more than
$50,000, Lessee shall submit drawings and specifications describing such desired
change, addition or alteration in such detail as Lessor may reasonably require.
Lessor shall give Lessee written notice of its election to approve or reject
such change, addition or alteration, such approval not to be unreasonably
withheld or delayed.

V. MANAGEMENT OF CONSTRUCTION. Lessee shall manage and be responsible for all
aspects of construction of the Lessee's Work.

VI. PAYMENT FOR TENANT IMPROVEMENTS.

Allowance from Lessor. Lessor shall provide an allowance (the "Allowance") of
One Hundred Twenty Eight Thousand and no/100 Dollars ($128,000.00) for payment
toward the cost of constructing Lessee's Work.

(b). Balance from Lessee. With the exception of Lessor's obligation
to provide the Allowance, as described above, Lessee shall be solely responsible
for payment of all other costs of Lessee's Work.

(c). Payment of Allowance. Lessee or Lessee's Contractor shall provide
Lessor by the fifteenth (15th) day of each calendar month with an invoice
prepared by Lessee's Contractor (or Lessee's Architect with respect to design
costs) setting forth the cost of Lessee's Work payable since the last such
invoice. Such invoice shall be accompanied by copies of lien releases and
waivers, or conditional lien releases and waivers, in both Lessor's and Lessee's
favor, from Lessee's Contractor and subcontractors (such releases and waivers
shall be conditional with respect to such cost set forth in the invoice which
they are accompanying and final with respect to the cost on prior invoices).
Lessor's approval of all such invoices shall not be unreasonably withheld
conditioned, or delayed.

Within twenty (20) calendar days thereafter, Lessor shall deliver a check
to Lessee made jointly payable to Lessee's Contractor and Lessee in payment of
the lesser of:

(i) the invoice amount: or

(ii) the balance of any remaining available portion of the
Allowance.

Lessor's payment in such amounts shall not be deemed Lessor's approval or
acceptance of the work furnished or material supplied as set forth in the
invoice submitted by Lessee. Upon exhaustion of the Allowance it shall become
Lessee's responsibility to pay all of the Lessee's Work costs as set forth on
such invoices, within a thirty (30) calendar day period, and Lessee shall
provide Lessor promptly upon Lessor's request with reasonable evidence of such
payment.

VII. AS-BUILT PLANS AND SPECIFICATIONS. Within thirty days after completion of
Lessee's Work, Lessee shall provide to Lessor, at Lessee's cost, a complete set
of as-built plans and specifications detailing Lessee's Work.

VIII. REPRESENTATIVES. Lessor and Lessee shall each designate in writing the
name of their respective authorized construction representatives. The persons
initially designated to act as such representative are:

A. For Lessor: Don Dresslar

B. For Lessee: Steven Ruhl

IX. BREACH OF THE WORK LETTER FOR LESSEE IMPROVEMENTS.

A. REVOCATION OF CONSENT. In the event of a breach of any of the
terms and conditions of this Work Letter, Lessor expressly reserves the right
to revoke the consent contained in this Work Letter by notice to Lessee, in
which event Lessee's Work shall immediately cease, except as Lessor may
otherwise direct.

B. NO AGENCY; CROSS-DEFAULT. Lessee is acting as a principal in
performing Lessee's Work, and not in any manner as Lessor's agent. This Work
Letter supplements, and does not modify or waive, any of the terms or provisions
of the Lease, including without limitation Article 7 thereof. Any default by
Lessee with respect to any portion of this Work Letter shall, at Lessor's
option, constitute a breach of Lessee's obligations under the Lease and Lessor
shall have available all of the remedies as in the case of any other default of
the Lease by Lessee.

EXHIBIT C

REQUIREMENTS FOR TENANT FINISHED SPACE

1. All backfill will be subject to continuous inspection for 90% compaction
by:

GeoSoils, Inc.
1446 East Chestnut Avenue
Santa Ana, CA 92701

Tel: (714) 647-0277
FAX: (714) 647-0745

2. All concrete floor patching shall be doweled into existing slab, and
certified by testing laboratory, per Carson Companies Standard Details.

3. All concrete in floor slabs shall be a minimum of 4000 lbs. mix design

4. All toilets and urinals shall be flush valve, with infrared automatic
flush operation.

5. No exposed piping or conduit allowed atop roof.

6. All roof penetrations shall be inspected by:

Commercial Roof Management, Inc.
33049 Calle Aviador, Suite C
San Juan Capistrano, CA 92675

Tel: (949) 859-9009
FAX: (949) 859-1130

7. Roof-mounted A.C. equipment shall be installed with factory-supplied
curb, if available. Unless weight requires isolated framing, longitudinal
dimension of base shall rest on carrying girder, as close to column as
possible. Additional framing to be installed as designed by structural
engineer, and be placed below roof. Factory curb shall have continuous
shims.

8. Tenant shall pay for inspection costs.

9. 2" x 4" roof sub-purlins shall NOT be used for support of any building
items such as ceilings, electrical, fire sprinkler or other piping,
H.V.A.C. items, etc. All proposed loads attached to 2" x 6" or 3" x 4"
sub-purlins must be approved by the structural engineer and a detailed
drawing provided.

10. All structural work to be submitted to structural engineer of Carson's
selection concurrent with submittal for plan check, and will be subject
to this engineer's approval.

11. H.V.A.C. duct work shall have interior sound insulation for a distance of
20 feet from unit on both supply and return, with rectangular metal ducts.

12. All roof-mounted equipment is to be screened. Screens shall be constructed
per Carson's standard details. Location and quantity to be approved by The
Carson Companies, prior to installation.

13. Provide The Carson Companies copies of the following:

a. Notification of start of work, 10 days prior to commencement (The
Carson Companies will post Notice of Non-Responsibility).

b. Building Permits.

c. All Test & Inspection Reports including soils, concrete, structural
and roofing.

d. Insurance Certificates from contractor, prior to commencing work.

e. Plans and Specs and revisions to same.

f. As-Builts drawings, in format as selected by The Carson Companies.

g. Certificate of Occupancy, and final sign-off card from the City of
Carson.

h. Copies of all warranties/guarantees.