EXHIBIT 10.38
ADDENDUM TO THAT CERTAIN
CERTAIN LEASE
DATED JULY 29, 1999
BY AND BETWEEN
ASP SCRIPPS, L.L.C. ("LESSOR") AND
THE KEITH COMPANIES, INC. ("LESSEE")
Any language contained within this Addendum shall supersede any
conflicting language within the body of the Lease.
49. Notwithstanding Paragraph 1.3 of the Lease, the Lessor retains the right to
cancel this Lease by providing Lessee with at least six months written
notice prior to the effective date of said cancellation (the "Cancellation
Date"). Said right of cancellation may be exercised if and only if the
lessee under that certain lease between Canon Computer System, Inc., a
California corporation, as lessee (the "Expansion Lessee"), and Lessor. as
lessor, dated May 21, 1993 (the "Expansion Lease"), validly exercises its
right to lease the Premises pursuant to the Expansion Lease. Lessor hereby
agrees that the Cancellation Date shall be within the period which is
thirty (30) days prior to the date that Lessor is to deliver the Premises
to the Expansion Lessee. In any event, the earliest date for the
Cancellation Date is August 27, 2000.
50. Notwithstanding Paragraph 2.4, Acceptance of Premises, Lessee acknowledges
to Lessor that it accepts the Premises in its "as-is" condition, except as
specifically provided otherwise in this Lease. Lessor acknowledges that
Lessee currently has an amount equal to Eighteen Thousand Eight Hundred
Sixty-Three and 59/100 Dollars ($18,863.59) (the "Allowance") in the
aggregate available for the costs incurred by Lessee to construct Lessee-
Owned Alterations and/or Utility Installations in the Premises. Lessor
shall disburse the Allowance in accordance with Lessor's standard
disbursement procedure, which procedure includes, without limitation, the
requirements that (a) Lessee deliver to Lessor (i) invoices marked as
having been paid for work performed and materials delivered in connection
with the Lessee-Owned Alterations and/or Utility Installations, and (ii)
properly executed mechanics lien releases in compliance with California
Civil Code Section 3262(d)(2) and either Section 3262(d)(3) or Section
3262(d)(4), (b) Lessor has determined that no substandard work exists which
adversely affects the mechanical, electrical, plumbing, heating,
ventilating and air conditioning, life-safety or other systems of the
Building, the curtain wall of the Building, the structure or exterior
appearance of the Building, or any other lessee's use of such other
lessee's leased premises in the Building and (c) Lessee's architect, if
applicable, delivers to Lessor a certificate, in a form reasonably
acceptable to Lessor, certifying that the construction of the Lessee-Owned
Alterations and/or Utility Installations in the Premises has been
completed, and (d) any other documentation reasonably requested by Lessor.
Any Lessee-Owned Alterations and/or Utility Installations proposed by
Lessee shall be subject to Paragraph 7.3 of the Lease.
51. Notwithstanding Paragraph 12 of the Lease, as a condition to giving
Lessor's consent to an assignment or sublease, which condition the parties
hereby agree is reasonable, Lessee shall pay to Lessor any "Transfer
Premium," as that term is defined hereinbelow, received by Lessee in
connection with any such assignment or sublease. "Transfer Premium" shall
mean all base rent, additional rent or other consideration payable by such
assignee, sublessee or other transferee in excess of the Base Rent and all
other rent and charges, including but not limited to Common Area Operating
Expenses and Real Property Taxes, payable by Lessee under this Lease on a
per rentable square foot basis if less than all of the Premises is
transferred, after deducting the reasonable expenses incurred by Lessee for
(i) changes, alterations and improvements to the Premises in connection
with such transfer (ii) brokerage commissions in connection with such
transfer, and (iii) free
base rent reasonably provided in connection with the transfer. The Transfer
Premium shall also include, but not be limited to, key money, bonus money
or other cash consideration paid by such assignee, sublessee or other
transferee to Lessee in connection with such transfer, and any payment in
excess of fair market value for services rendered by Lessee to such
assignee, sublessee or other transferee or for assets, fixtures, inventory,
equipment or furniture transferred by Lessee to such assignee, sublessee,
or other transferee in connection with such transfer. The determination of
the amount of the Transfer Premium shall be made on a monthly basis as rent
or other consideration is received by Lessee in connection with the
transfer.
52. Pursuant to Paragraph 34 of the Lease, Lessee shall be entitled to keep its
current building signage, provided the Lease is not cancelled pursuant to
the terms of this Lease and Lessee remains in possession of at least 45,000
square feet of the 2955 Red Hill Building. In any event, Lessee shall be
responsible to remove said sign(s) and repair any and all damage to the
Building caused by such removal, when vacating the Premises.
53. Notwithstanding Paragraph 2.3 of the Lease to the contrary, Lessor shall
comply with all laws, statutes, ordinances or other governmental rules,
regulations or requirements in force as of the Commencement Date
(collectively, "Applicable Laws") relating to the "Base Building," as that
term is defined hereinbelow, and the Common Areas, provided such compliance
is not the responsibility of the Lessee under this Lease, and further
provided that Lessor's failure to comply therewith would (a) prohibit
Lessee from (i) obtaining or maintaining a certificate of occupancy for the
Premises, or (ii) obtaining a building permit from the City of Costa Mesa
Department of Building and Safety for Alterations proposed by Lessee, which
Alterations have otherwise been approved by Lessor and are for general
office use (not for Lessee's particular use of the Premises for non-general
office use), or would unreasonably and materially affect the safety of
Lessee's employees or create a significant health hazard for Lessee's
employees. Lessee, at its sole cost and expense, shall comply with all such
Applicable Laws in force as of the Commencement Date which relate to (i)
Lessee's use of the Premises for non-general office use, (ii) the
Alterations, Utility Installations, or presently existing tenant
improvements in the Premises, or (iii) the Base Building, but as to the
Base Building, only to the extent such obligations are triggered by
Lessee's Alterations, Utility Installations, or tenant improvements which
are related to Lessee's particular use of the Premises for other than
general office use, or Lessee's use of the Premises for non-general office
use. Lessor shall be permitted to include in Common Area Operating Expenses
any costs or expenses incurred by Lessor hereunder, but only to the extent
consistent with the terms of Paragraph 4.2 of this Lease. The "Base
Building" shall include the structural portions of the Building and the
public restrooms and the systems and equipment located in the internal core
of the Building on the floor or floors on which the Premises are located.
54. Pursuant to Paragraph 1.6(b) the project, commonly known as Scripps Center
consists, of three (3) freestanding buildings totaling 229,226 square feet.
55. Paragraph 30 (30.1 and 30.2) shall be replaced by the following:
SUBORDINATION AND ATTORNMENT: Lessee acknowledges that this Lease is
subject and subordinate to all leases in which Lessor is lessee and to any
mortgage or deed of trust now in force against the Building and to all
advances made or hereafter to be made thereunder, or any amendments or
modifications thereof, and shall be subordinate to any future leases in
which Lessor is lessee and to any future mortgage or deed of trust
hereafter in force against the Building and to all advances made or
hereafter to be made thereunder (all such existing and future leases,
mortgages and deeds of trust referred to collectively as "Superior
Instruments"). Lessee also agrees that if the holder of any Superior
Instrument
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elects to have this Lease superior to its Superior Instrument and gives
notice of its election to Lessee, then this Lease shall be superior to the
lien of any such lease, mortgage or deed of trust and all renewals,
replacements and extensions thereof, whether this Lease is dated before or
after such lease, mortgage or deed of trust. If requested in writing by
Lessor or any first mortgagee or ground lessor of Lessor, Lessee agrees to
execute a subordination agreement required to further affect the provisions
of this paragraph. Lessor shall provide Lessee with a subordination, non-
disturbance and attornment agreement in substantially the form attached
hereto as Exhibit C from Lessor's presently existing lender holding a first
deed of trust on the Building.
In the event of any transfer in lieu of foreclosure or termination of a
lease in which Lessor is lessee or the foreclosure of any Superior
Instrument, or sale of the Property pursuant to any Superior Instrument,
Lessee shall attorn to such purchaser, transferee or lessor and recognize
such party as Lessor under this Lease, provided such party acquires and
accepts the Premises subject to this Lease. The agreement of Lessee attorn
contained in the immediately preceding sentence shall survive any such
foreclosure sale or transfer.
56. 4.2(a)(ix) The cost of any capital improvements or other costs (I) which
are intended as a labor-saving device or to effect other economies in the
operation or maintenance of the Building or any portion thereof to the
extent of the reduction in Common Area Operating Expenses reasonably
anticipated by the Lessor at the time of such expenditure to be incurred in
connection therewith, or (II) made to the Building after the Commencement
Date that are required under any governmental law or regulation, except for
capital improvements or costs to remedy a condition existing as of the
Commencement Date which a federal, state or municipal governmental
authority, if it had knowledge of such condition as of the Commencement
Date, would have then required to be remedied pursuant to governmental laws
or regulations in their form existing as of the Commencement Date;
provided, however, that any such capital expenditure shall be amortized
(including interest on the unamortized cost) over its reasonable useful
life.
Notwithstanding the foregoing, except as set forth in item (ix), above, the
costs of capital repairs and alterations shall not, for purposes of this Lease,
be included in Operating Expenses.
57. 4.2(e) Within one (1) year after receipt of a Statement by Lessee, if
Lessee disputes the amount of Common Area Operating Expenses set forth in
the Statement, an independent certified public accountant (which accountant
is a member of a regionally recognized accounting firm, has previous
experience in reviewing financial operating records of lessors of office
buildings, and is retained by Lessee on a non-contingency fee basis),
designated and paid for by Lessee, may, after reasonable notice to Lessor
and at reasonable times, inspect Lessor's records with respect to the
Statement at Lessor's offices, provided that Lessee is not then in default
under this Lease and Lessee has paid all amounts required to be paid under
the applicable Estimated Statement and Statement, as the case may be. In
connection with such inspection, Lessee and Lessee's agents must agree in
advance to follow Lessor's reasonable rules and procedures regarding
inspections of Lessor's records, and shall execute a commercially
reasonable confidentiality agreement regarding such inspection. Lessee's
failure to dispute the amount of Common Area Operating Expenses set forth
in any Statement within one (1) year following Lessee's receipt of such
Statement shall be deemed to be Lessee's approval of such Statement and
Lessee, thereafter, waives the right or ability to dispute the amounts set
forth in such Statement. If after such inspections, Lessee still disputes
such Common Area Operating Expenses, a determination as to the proper
amount shall be made, at Lessee's expense, by an independent certified
public accountant (the "Accountant") selected by Lessor and subject to
Lessee's reasonable approval; provided that if such certification by the
Accountant proves that Common Area Operating Expenses were overstated by
more than five percent
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(5.0%), then the cost of the Accountant and the cost of such determination
certification shall be paid for by Lessor. Any reimbursement amounts
determined to be owing by Lessor to Lessee or by Lessee to Lessor shall be
(i) in the case of amounts owing from Lessee to Lessor, paid within thirty
(30) days following such determination, and (ii) in the case of amounts
owing from Lessor to Lessee, credited against the next payments of Base
Rent due Lessor under the terms of this Lease, or if the Term has expired,
paid to Lessee within thirty (30) days following such determination. In no
event shall this Paragraph 57 be deemed to allow any review of any of
Lessor's records by any sublessee of Lessee. Lessee agrees that this
Paragraph 57 shall be the sole method to be used by Lessee to dispute the
amount of any Common Area Operating Expenses payable or not payable by
Lessee pursuant to the terms of this Lease, and Lessee hereby waives any
other rights at law or in equity relating thereto.
58. Notwithstanding anything in Paragraph 7.3(b) to the contrary, for purposes
of the original Lessee named in this Lease (the "Original Lessee") only,
Lessor may (but without the obligation to do so) condition its consent to
any requested Alteration or Utility Installation that costs $25,000.00 or
more upon Lessee's providing Lessor with a lien and completion bond in an
amount equal to one and one-half times the estimated cost of such
Alteration or Utility Installation.
59. 12.1(c) Notwithstanding the provisions of this Paragraph 12 or elsewhere
in the Lease, Lessee may assign or sublet the Premises without Lessor's
consent, to any entity which controls, is controlled by, or is under common
control with Lessee, or to any corporation or entity resulting from the
merger or consolidation with Lessee, or to any person or entity which
acquires all or substantially all of the assets of Lessee as a going
concern of the business that is being conducted on the Premises, or in
connection with an initial public offering of Lessee or Lessee's
subsequently going private (collectively, "Affiliates"); provided that (i)
said assignee or sublessee shall assume in full the obligations of Lessee
under this Lease, (ii) Lessor shall be given a minimum of ten (10) days
prior written notice of such transaction, (iii) Lessee promptly supplies to
Lessor any documents or information reasonably requested by Lessor
regarding such assignment or sublease or such affiliate (excluding any
documentation regarding the economic terms of the merger or sale
transaction, but including documentation regarding the assignment or
subletting), and (iv) such assignment or sublease is not a subterfuge by
Lessee to avoid its obligations under this Lease. Any such assignment,
subletting or transfer shall not, in any way, affect or limit the liability
of Lessee under the terms of this Lease, unless Lessor specifically
releases the original named Lessee from said liability. "Control," as used
in this Paragraph 12.1(c), shall mean the possession, directly or
indirectly, of the power to direct or cause the direction of the management
and policies of a person or entity, whether by ownership of voting
securities, by contract, or otherwise.
60. Notwithstanding anything in this Paragraph 13.4 to the contrary, with
regards to the first late payment only, if any, by Lessee during the Term,
Lessor shall provide to Lessee a one time written notice (the "Late
Notice") that the installment of rent or other sum due from Lessee has not
been received by Lessor, and if such sum is not received by Lessor from
Lessee within five (5) business days of such Late Notice, then, without any
requirement for any further notice to Lessee, Lessee shall pay to Lessor a
late charge as set forth in Paragraph 13.4.
61. Rent Abatement. Notwithstanding anything in this Lease to the contrary, in
--------------
the event that Lessee is prevented from using, and does not use, the
Premises or any portion thereof, as a result of (i) any repair, maintenance
or alteration performed by Lessor, or which Lessor failed to perform after
the Lease Commencement Date and required by this Lease, which substantially
interferes with Lessee's use of the Premises, or (ii) any failure of Lessor
to provide any services, utilities or access to the Premises, or (ii) any
failure of Lessor to provide an services, utilities or access to the
Premises (either such set of circumstances set forth in items (i) or (ii)
above, to be known as an "Abatement Event"), then Lessee shall give Lessor
notice of
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such Abatement Event, and if such Abatement Event continues for three (3)
consecutive business days after Lessor's receipt of any such notice (the
"Eligibility Period"), then the Base Rent and Lessee's Share of Common Area
Operating Expenses and Lessee's obligation to pay for parking shall be
abated or reduced, as the case may be, after expiration of the Eligibility
Period for such time that Lessee continues to be so prevented from using,
and does not use, the Premises or a portion thereof, in the proportion that
the rentable area of the portion of the Premises that Lessee is prevented
from using, and does not use, bears to the total rentable area of the
Premises. If, however, Lessee reoccupies any portion of the Premises during
such period, the rent allocable to such reoccupied portion, based on the
proportion that the rentable area of such reoccupied portion of the
Premises bears to the total rentable area of the Premises, shall be payable
by Lessee from the date Lessee reoccupies such portion of the Premises.
Such right to abate Base Rent and Lessee's Share of Common Area Operating
Expenses shall be Lessee's sole and exclusive remedy at law or in equity
for an Abatement Event. Except as provided in this Paragraph 61, nothing
contained herein shall be interpreted to mean that Lessee is excused from
paying rent due hereunder.
62. Right of First Offer. Lessor hereby grants to the Original Lessee and its
--------------------
Affiliates an ongoing right of first offer with respect to any space
located on the ground floor of the Building which is not part of the
Premises (the "First Offer Space"). Notwithstanding the foregoing, such
first offer right of Lessee shall be subordinate to the expansion rights of
the Expansion Lessee set forth in the Expansion Lease (the "Expansion
Rights"), regardless of whether such expansion rights are executed strictly
in accordance with their terms, or pursuant to a lease amendment or a new
lease (the "Superior Right Holder") with respect to such First Offer Space.
Lessee's right of first offer shall be on the terms and conditions set
forth in this Paragraph 62.
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62.1 Procedure for Offer. Lessor shall notify Lessee (the "First Offer
-------------------
Notice") from time to time when the First Offer Space or any portion
thereof becomes available for lease to third parties, subject to the rights
of the Superior Right Holder. Pursuant to such First Offer Notice, Lessor
shall offer to lease to Lessee the then available First Offer Space. The
First Offer Notice shall describe the space so offered to Lessee and shall
set forth the "First Offer Rent," as that term is defined in Paragraph 62.3
----
below, and the other economic terms upon which Lessor is willing to lease
such space to Lessee.
62.2 Procedure for Acceptance. If Lessee wishes to exercise Lessee's right
------------------------
of first offer with respect to the space described in the First Offer
Notice, then within five (5) business days of delivery of the First Offer
Notice to Lessee, Lessee shall deliver notice to Lessor of Lessee's
intention to exercise its right of first offer with respect to the entire
space described in the First Offer Notice on the terms contained in such
notice. If Lessee does not so notify Lessor within the five (5) business
day period, then Lessor shall be free to lease the space described in the
First Offer Notice to anyone to whom Lessor desires on any terms Lessor
desires. Notwithstanding anything to the contrary contained herein, Lessee
must elect to exercise its right of first offer, if at all, with respect to
all of the space offered by Lessor to Lessee at any particular time, and
Lessee may not elect to lease only a portion thereof.
62.3 First Offer Space Rent. The rent payable by Lessee for the First Offer
----------------------
Space (the "First Offer Rent") shall be equal to the rent (including
additional rent), including all escalations, at which lessees, as of the
"First Offer Commencement Date," as that term is defined in Paragraph 62.5,
----
below, are leasing non-sublease, non-encumbered, non-equity, non-renewal
space comparable in size, location and quality to the First Offer Space for
a similar lease term, which comparable space is located in the Industrial
center, taking into consideration the following concessions (the "First
Offer Concessions"): (a) rental abatement concessions, if
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any, being granted such lessees in connection with such comparable space,
(b) tenant improvements or allowances provided or to be provided for such
comparable space, taking into account, and deducting the value of, the
existing improvements in the First Offer Space, such value to be based upon
the age, quality and layout of the improvements and the extent to which the
same could be utilized by a general office user, and (c) any period of
rental abatement, if any, granted to lessees in comparable transactions in
connection with the design, permitting and construction of tenant
improvements in such comparable spaces; provided, however, that in
calculating the First Offer Rent, no consideration shall be given to the
fact that Lessor is or is not required to pay a real estate brokerage
commission in connection with Lessee's lease of the First Offer Space or
the fact that Lessor is or is not paying real estate brokerage commissions
in connection with such comparable space. If there are not a sufficient
number of deals with a comparable lease term at which lessees as of the
First Offer Commencement Date are leasing comparable space in the
Industrial Center, then Lessor shall look at deals in the Industrial Center
at which lessees as of the First Offer Commencement Date are leasing
comparable space for a period of five (5) years, and the Concessions shall
be prorated on a fractional basis, with the numerator being the number of
months of the term of Lessee's lease of the First Offer Space, and the
denominator being the number of months in the term of those leases upon
which the determination of the First Offer Rent is being based.
62.4 Construction In First Offer Space. Lessee shall take the First Offer
---------------------------------
Space in its "as is" condition, and the construction of improvements in the
First Offer Space shall comply with the terms of Paragraph 7 of this Lease.
62.5 Amendment to Lease. If Lessee timely exercises Lessee's right to lease
------------------
the First Offer Space as set forth herein, Lessee shall within fifteen (15)
days after receipt of an amendment to this Lease from Lessor, execute the
same, which amendment shall be upon the terms and conditions as set forth
in the First Offer Notice and this Paragraph 62. Lessee shall commence
------------
payment of rent for the First Offer Space, and the term of Lessee's lease
of the First Offer Space shall commence upon the date of delivery of the
First Offer Space to Lessee (the "First Offer Commencement Date") and shall
expire coterminously with the expiration or earlier termination of this
Lease.
62.6 Termination of Right of First Offer. The rights contained in this
-----------------------------------
Paragraph 62 shall be personal to the Original Lessee and its Affiliates,
------------
and may only be exercised by the Original Lessee and/or its Affiliates (and
not any other assignee, sublessee or transferee of the Original Lessee's
interest in the Lease) if the Original Lessee and/or its Affiliates
occupies the entire Premises. Lessee shall not have the right to lease
First Offer Space, as provided in this Paragraph 62, if, as of the date of
the attempted exercise of any right of first offer by Lessee, or, at
Lessor's option, as of the scheduled date of delivery of such First Offer
Space to Lessee, Lessee is in default under this Lease beyond the
applicable cure period provided in the Lease or Lessee has previously been
in default under this Lease beyond the applicable cure period provided in
this Lease more than once.
63. Option Term.
-----------
63.1 Option Right. Lessor hereby grants to the Original Lessee and/or its
------------
Affiliates one (1) option to extend the Original Term for this Lease
through October 30, 2003 (the "Option Term"), which option shall be
exercisable only by written notice delivered by Lessee to Lessor as
provided below, provided that, as of the date of delivery of such notice,
Lessee is not in default under this Lease beyond any applicable cure period
set forth in the Lease, and Lessee has not previously been in default under
this Lease beyond any applicable cure period set forth in the Lease more
than once. Notwithstanding the foregoing, this option right shall be
subordinate to the Expansion Rights of the Superior Right Holder,
regardless of whether such rights are executed strictly in accordance with
their
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terms, or pursuant to a lease amendment or a new lease. Upon the proper
exercise of such option to extend, and provided that, at Lessor's option,
as of the end of the Original Term, Lessee is not in default under the
Lease beyond any applicable cure period set forth in the Lease, and Lessee
has not previously been in default under the Lease beyond any applicable
cure period set forth in the Lease more than once, the Original Term, as it
applies to the Premises, shall be extended through October 30, 2003. The
rights contained in this Paragraph 63 shall be personal to the Original
Lessee and its Affiliates and may only be exercised by the Original Lessee
and/or its Affiliates (and not any other assignee, sublessee or transferee
of the Original Lessee's interest in the Lease) if the Original Lessee
and/or its Affiliates occupies the entire Premises.
63.2 Option Rent. The rent payable by Lessee during the Option Term (the
-----------
"Option Rent") shall be equal to the rent, including all escalations, at
which lessees, as of the commencement of the Option Term, are leasing non-
sublease, non-encumbered, non-equity, non-renewal space comparable in size,
location and quality to the Premises for a similar lease term, which
comparable space is located in the Industrial Center, taking into
consideration the following concessions (the "Concessions"): (a) rental
abatement concessions, if any, being granted such lessees in connection
with such comparable space, (b) tenant improvements or allowances provided
or to be provided for such comparable space, taking into account, and
deducting the value of, the existing improvements in the Premises, such
value to be based upon the age, quality and layout of the improvements and
the extent to which the same could be utilized by a general office user,
and (c) all other reasonable monetary concessions being granted such
lessees in connection with such comparable space; provided, however, that
in calculating the Option Rent, no consideration shall be given to (i) the
fact that Lessor is or is not required to pay a real estate brokerage
commission in connection with Lessee's exercise of its right to lease the
Premises during the Option Term or the fact that landlords are or are not
paying real estate brokerage commissions in connection with such comparable
space, and (ii) any period of rental abatement, if any, granted to lessees
in connection with such comparable transactions in connection with the
design, permitting and construction of tenant improvements in such
comparable spaces. If there are not a sufficient number of deals with a
comparable lease term at which lessees as of the commencement date of the
Option Term are leasing comparable space in the Industrial Center, then
Lessor shall look at deals in the Industrial Center at which lessees as of
the commencement date of the Option Term are leasing comparable space for a
period of five (5) years, and the Concessions shall be prorated on a
fractional basis, with the numerator being the number of months of the
Option Term, and the denominator being the number of months in the term of
those leases upon which the determination of the Option Rent is being
based.
[The remainder of this page intentionally left blank]
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63.3 Exercise of Options. The option contained in this Paragraph 63 shall
-------------------
be exercised by Lessee, if at all, only in the following manner: Lessee
shall deliver written notice to Lessor not more than ten (10) months nor
less than nine (9) months prior to the expiration of the Original Term,
stating that Lessee is interested in exercising its option; (ii) Lessor,
after receipt of Lessee's notice, shall deliver notice (the "Option Rent
Notice") to Lessee not less than seven (7) months prior to the expiration
of the Original Term, setting forth the Option Rent; and (iii) if Lessee
wishes to exercise such option, Lessee shall, on or before the earlier of
(A) the date occurring six (6) months prior to the expiration of the
Original Term, and (B) the date occurring thirty (30) days after Lessee's
receipt of the Option Rent Notice, exercise the option by delivering
written notice thereof to Lessor.
The Lease and this Addendum may be executed in counterparts, each of which
shall be deemed an original, but all of which, together, shall constitute one
and the same instrument.
AGREED & ACCEPTED:
"LESSOR" "LESSEE"
ASP SCRIPPS, L.L.C. THE KEITH COMPANIES, INC.
By: /s/ SCOTT R. FITZGERALD By: /s/ ERIC C. NIELSEN
------------------------- ----------------------
Its: Vice President Its: President
------------------------- ----------------------
By: /s/ GARY CAMPANARO
----------------------
Its: Secretary
----------------------
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