Common use of Exercise of Option Clause in Contracts

Exercise of Option. (a) The OPTION GRANTOR Option may be exercised by OPTION HOLDER, in whole or in part, at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR of the Exercise Notice and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn.

Exercise of Option. In order to exercise the Option, the Option Holder shall submit to the Company an instrument in writing signed by the Option Holder, specifying the whole number of Option Shares in respect of which the Option is being exercised, accompanied by payment, in a manner acceptable to the Company (awhich shall include a broker assisted exercise arrangement), of the Option Price for the Option Shares for which the Option is being exercised. Payment to the Company in cash or Shares already owned by the Option Holder (provided that the Option Holder has owned such Shares for a minimum period of six months or has purchased such Shares on the open market) and having a total Fair Market Value (as defined below) equal to the exercise price, or in a combination of cash and such Shares, shall be deemed acceptable for purposes hereof. Option Shares will be issued accordingly by the Company, and a share certificate dispatched to the Option Holder within 30 days. The OPTION GRANTOR Company shall not be required to issue fractional Shares upon the exercise of the Option. If any fractional interest in a Share would be deliverable upon the exercise of the Option may be exercised by OPTION HOLDER, in whole or in partpart but for the provisions of this paragraph, the Company, in lieu of delivering any such fractional share therefor, shall pay a cash adjustment therefor in an amount equal to their Fair Market Value (or if any Shares are not publicly traded, an amount equal to the book value per share at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) end of the Merger Agreement (provided that most recent fiscal quarter) multiplied by the events specified in Section 10.3(a)(ii)(A) fraction of the Merger Agreement shall fractional share which would otherwise have occurredbeen issued hereunder. Anything to the contrary herein notwithstanding, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR Company shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR of the Exercise Notice and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation obligated to issue any Option Shares hereunder if the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration issuance of such 180 day period, Option Shares would violate the OPTION GRANTOR Option cannot be exercised by reason provision of any applicable judgmentlaw, decreein which event the Company shall, orderas soon as practicable, law or regulationtake whatever action it reasonably can so that such Option Shares may be issued without resulting in such violations of law. For purposes hereof, ten business days after such impediment to exercise Fair Market Value shall have been removed or shall have become final mean the mean between the high and low selling prices per Share on the immediately preceding date (or, if the Shares were not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. (d) Notwithstanding the foregoingtraded on that day, the OPTION GRANTOR Option may not be exercised if (inext preceding day that the Shares were traded) OPTION HOLDER is in material breach of any of its representations or warrantieson the principal exchange on which the Shares are traded, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawnas such prices are officially quoted on such exchange.

Exercise of Option. (a) The OPTION GRANTOR Option may be exercised by OPTION HOLDER, in whole If either (i) a Termination Fee has been paid or in part, at any time or from time is payable pursuant to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) 10.3 of the Merger Agreement Agreement, (provided that the events specified in Section 10.3(a)(ii)(Aii) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated as a result of the failure to satisfy the Minimum Condition (as defined in the Merger Agreement) to the Offer and at or whether there occurs prior to the time of such termination it has become publicly known that a closing Takeover Proposal has been made or (iii) if a Subsequent Amendment (as defined in the Merger Agreement) is received by the Company or becomes publicly known, then each of any Business Combination involving the Options shall become exercisable by Parent for a Target Party or a closing by period (the "Option Exercise Period") commencing on the earlier of the date on which a Target Party Subsequent Amendment is received by Company or becomes a Subsidiary), any such event by publicly known and the date on which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a is terminated and ending at 11:59 p.m. (New York time) on the 30th day following the date on which the Merger Agreement is terminated (the day on which the Option Exercise Period ends, the "Trigger EventOption Termination Date"). The Options shall be exercisable in whole but not in part, and in no event shall Parent be permitted to exercise an Option with respect to the Shares unless Parent concurrently exercises all Options to purchase the shares of Common Stock subject to each Transaction Support Agreement from all stockholders who have executed a Transaction Support Agreement. (ib) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER If Parent wishes to exercise the OPTION GRANTOR OptionOptions during the Option Exercise Period, OPTION HOLDER Parent shall deliver to OPTION GRANTOR send a written notice (an the "Exercise Notice") to the Stockholder of its intention to exercise the Stockholder's Option, specifying the total number of OPTION GRANTOR Shares it wishes to purchase. place, and, if then known, the time and the date (iiithe "Closing Date") Upon the giving by OPTION HOLDER to OPTION GRANTOR of the Exercise Notice and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a such purchase of OPTION GRANTOR Shares (a the "Closing"). The Closing Date shall, subject to satisfaction of the conditions in paragraph (d), occur on the later of (i) shall occur at a place, the third Business Day after the date on a date, and at a time designated by OPTION HOLDER in an which such Exercise Notice is delivered at least two business days prior and (ii) one Business Day following the expiration or termination of the waiting period under the HSR Act applicable to the date consummation of the Closingpurchase and sale of the Shares hereunder. (c) At the Closing, (i) the Stockholder shall deliver to Parent (or its designee) the Shares by delivery of a certificate or certificates evidencing such Shares duly endorsed to Parent or accompanied by stock powers duly executed in favor of Parent, with all necessary stock transfer stamps affixed, and (ii) Parent shall pay for the Shares in accordance with Section 3.02. (d) The OPTION GRANTOR Option Closing shall terminate upon be subject to the earliest to occur ofsatisfaction or, in the case of clause (iii) below, waiver by the Stockholder of each of the following conditions: (i) no Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law that is then in effect and no order of any Governmental Authority shall have been entered or be in effect, in either case that has the Effective Time effect of making the acquisition of the Merger;Shares by Parent illegal or otherwise restricting, preventing or prohibiting consummation of the purchase and sale of the Shares pursuant to the exercise of the Options; and (ii) any waiting period under the termination HSR Act applicable to the consummation of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination purchase and sale of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise Shares hereunder shall have expired or been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDERterminated. (de) Notwithstanding At the foregoingClosing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach the Stockholder will deliver good and valid title to the Shares free and clear of any Liens and, upon delivery to Parent of its representations or warrantiessuch Shares and payment for the Purchase Price therefor as contemplated herein, or in material breach Parent will receive good, valid and marketable title to the Shares free and clear of any of its covenants or agreementsLiens, contained in this Agreement or in the Merger Agreement, or and (ii) a Trigger Payment has been paid pursuant Parent shall deliver to Section 5 of this Agreement or demand therefor has been made and not withdrawnthe Stockholder the Purchase Price.

Exercise of Option. (a) The OPTION GRANTOR Optionee may exercise only vested portions of this Option and only in the following manner. From time to time prior to the earlier to occur of (i) the termination hereof in accordance with the provisions of this Option, or (ii) the Expiration Date (as set forth in Paragraph 3 herein) with respect to a given portion of this Option, Optionee may give written notice to the Company of his or her election to purchase some or all of the Option Shares for which this Option may be exercised at the time of such notice. Said notice shall specify the number of Option Shares to be purchased and shall be accompanied (i) by OPTION HOLDERpayment therefor in cash and (ii) by such agreement, statement or other evidence as the Company may require in whole or in part, at any time or from time order to time after satisfy itself that the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) issuance of the Merger Agreement (provided that the events specified Option Shares being purchased pursuant to such exercise and any subsequent resale thereof will be in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurredcompliance with applicable laws and regulations, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event")including without limitation all applicable federal and state securities laws and regulations. (ib) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing Certificates for the Option Shares so purchased will be issued to Optionee upon compliance to the satisfaction of the occurrence Company with all requirements under applicable laws or regulations in connection with such issuance, including without limitation, if said Option Shares have not been registered under the Securities Act of 1933, as amended (the "Act"), receipt of a representation from Optionee upon each exercise of this Option that Optionee is purchasing the Option Shares for his or her own account and not with a view to any resale or distribution thereof, the legending of any Trigger Eventcertificate representing said Option Shares, it being understood that and the giving imposition of such notice by OPTION GRANTOR a stop transfer order with respect thereto, to prevent a resale or distribution in violation of federal or state securities laws. Until Optionee shall not be a condition to have complied with the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR requirements hereof and of the Exercise Notice and Plan, the tender of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's Company shall be under no obligation to issue the OPTION GRANTOR Option Shares subject to OPTION HOLDER hereunder set forth this Option, and the determination of the Option Committee (as defined in Section 3 have been satisfied or waived, the Plan) as to such compliance shall be final and binding on Optionee. Optionee shall not be deemed for any purpose to be the holder owner of record of the OPTION GRANTOR any Option Shares issuable upon subject to this Option until such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Option Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER have been issued in an Exercise Notice delivered at least two business days prior to accordance with the date of the Closingforegoing provisions. (c) The OPTION GRANTOR Notwithstanding any other provision hereof or of the Plan, no portion of this Option shall terminate upon the earliest to occur of: be exercisable (i) after its termination in accordance with the Effective Time of the Merger; provisions hereof, (ii) after the termination of the Merger Agreement pursuant to Section 10.1 thereofExpiration Date applicable thereto (as set forth in Paragraph 3 herein), other than under circumstances which also constitute a Trigger Event under this Agreement; or (iii) 180 days following at any termination of the Merger Agreement upon time unless all necessary regulatory or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall other approvals have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDERreceived. (d) Notwithstanding To the foregoingextent that this Option is exercised for a number of Option Shares which is less than the full number of Option Shares for which this Option is then exercisable, it shall be deemed to have been exercised first with respect to the OPTION GRANTOR maximum number of First-Year Option may Shares for which this Option has not be been previously exercised, then the maximum number of Second-Year Option Shares for which this Option has not been previously exercised, then the maximum number of Third-Year Option Shares for which this Option has not been previously exercised if (i) OPTION HOLDER is and then the maximum number of Fourth-Year Option Shares for which this Option has not been previously exercised, including for purposes of determining which Option Shares hereunder have expired in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawnaccordance with Paragraph 3 herein.

Exercise of Option. MAXIMUM PROCEEDS ------------------------------------ (a) The OPTION GRANTOR Option may be exercised by OPTION HOLDERFor all purposes of this Agreement, an "EXERCISE EVENT" shall have occurred (i) immediately prior to the earlier of (x) the consummation of, or (y) the record date, if any, for a meeting of Target's stockholders with regard to, an Acquisition Proposal with respect to Target with any party other than Acquiror (or an affiliate of Acquiror) if the Board of Directors of Target shall have withheld, withdrawn or modified in whole or a manner adverse to Acquiror its recommendation in part, at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) favor of adoption and approval of the Merger Agreement and approval of the Merger (provided and at that time there shall not have occurred a Material Adverse Effect on Acquiror) after receipt of and in connection with an Acquisition Proposal with respect to Target, (ii) immediately prior to the consummation of a tender or exchange offer for 25% or more of any class of Target's capital stock, or (iii) immediately prior to the time at which all of the events specified in Section 10.3(a)(ii)(A7.3(b)(ii)(x), Section 7.3(b)(ii)(y) and either Section 7.3(b)(ii)(z)(i) or Section 7.3(b)(ii)(z)(ii) of the Merger Agreement shall have occurred. (b) Acquiror may deliver to Target a written notice (an "EXERCISE NOTICE") specifying that it wishes to exercise and close a purchase of Option Shares upon the occurrence of an Exercise Event and specifying the total number of Option Shares it wishes to acquire and the form of consideration to be paid (i) at any time following such time as the Board of Directors of Target shall have withheld, although withdrawn or modified in a manner adverse to Acquiror its recommendation in favor of adoption and approval of the Merger Agreement and approval of the Merger (and at that time there shall not have occurred a Material Adverse Effect on Acquiror) after receipt of and in connection with an Acquisition Proposal with respect to Target, (ii) upon the commencement of a tender or exchange offer for 25% or more of any class of Target's capital stock (and/or during any time which such a tender or exchange offer remains open or has been consummated) or (iii) at any time following the occurrence of each of the events specified in Section 10.3(a)(ii)(B7.3(b)(ii)(x) thereof need not have occurred), or Section 10.3(band 7.3(b)(ii)(y) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiaryevents specified in clauses (i), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER (ii) or (iii) of this sentence being referred to herein as a "Trigger EventCONDITIONAL EXERCISE EVENTS"). (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing . At any time after delivery of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR of the , unless such Exercise Notice and is withdrawn by Acquiror, the tender of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Option Shares (a "ClosingCLOSING") specified in such Exercise Notice shall occur take place at a place, on a date, and at a time designated by OPTION HOLDER in the principal offices of Target upon the occurrence of an Exercise Notice delivered Event or at least two business days such later date prior to the date termination of the ClosingOption as may be designated by Acquiror in writing. In the event that no Exercise Event shall occur prior to termination of the Option, such Exercise Notice shall be void and of no further force and effect. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: of (i) the Effective Time of the Merger; Time, (ii) 12 months following the termination of the Merger Agreement pursuant to Section 10.1 thereofArticle VII thereof if a Conditional Exercise Event shall have occurred on or prior to the date of such termination, other than under circumstances which also constitute a Trigger Event under this Agreement; and (iii) 180 days following any termination of the date on which the Merger Agreement upon is terminated if no Conditional Exercise Event shall have occurred on or during prior to such date of termination; provided, however, that if the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option is -------- ------- exercisable but cannot be exercised by reason of any applicable judgmentgovernment order or because the waiting period related to the issuance of the Option Shares under the HSR Act shall not have expired or been terminated, decree, order, law or regulation, ten then the Option shall not terminate until the tenth business days day after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. (d) . Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is Acquiror shall have breached in any material breach of any of its representations or warranties, or in material breach of respect any of its covenants or agreements, agreements contained in this Agreement or in the Merger Agreement, Agreement or (ii) a Trigger Payment has the representations and warranties of Acquiror contained in the Merger Agreement shall not have been paid true and correct in all material respects on and as of the date when made. (d) If Acquiror receives in the aggregate pursuant to Section 5 7.3(b) of this the Merger Agreement together with proceeds in connection with any sales or demand therefor has been made other dispositions of Option Shares and not withdrawnany dividends received by Acquiror declared on Option Shares, more than the sum of (x) $21,000,000 plus (y) the Exercise Price multiplied by the number of Target Shares purchased by Acquiror pursuant to the Option, then all proceeds to Acquiror in excess of such sum shall be remitted by Acquiror to Target.

Exercise of Option. MAXIMUM PROCEEDS ------------------------------------ (a) The OPTION GRANTOR Option may be exercised by OPTION HOLDERFor all purposes of this Agreement, an "EXERCISE EVENT" shall have occurred (i) immediately prior to the earlier of (x) the consummation of, or (y) the record date, if any, for a meeting of Acquiror's stockholders with regard to, an Acquisition Proposal with respect to Acquiror with any party other than Target (or an affiliate of Target) if the Board of Directors of Acquiror shall have withheld, withdrawn or modified in whole or a manner adverse to Target its recommendation in part, at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) favor of adoption and approval of the Merger Agreement and approval of the Merger (provided and at that time there shall not have occurred a Material Adverse Effect on Target) after receipt of and in connection with an Acquisition Proposal with respect to Acquiror, (ii) immediately prior to the consummation of a tender or exchange offer for 25% or more of any class of Acquiror's capital stock, or (iii) immediately prior to the time at which all of the events specified in Section 10.3(a)(ii)(A7.3(c)(ii)(x), Section 7.3(c)(ii)(y) and either Section 7.3(c)(ii)(z)(i) or Section 7.3(c)(ii)(z)(ii) of the Merger Agreement shall have occurred. (b) Target may deliver to Acquiror a written notice (an "EXERCISE NOTICE") specifying that it wishes to exercise and close a purchase of Option Shares upon the occurrence of an Exercise Event and specifying the total number of Option Shares it wishes to acquire and the form of consideration to be paid (i) at any time following such time as the Board of Directors of Acquiror shall have withheld, although withdrawn or modified in a manner adverse to Target its recommendation in favor of adoption and approval of the Merger Agreement and approval of the Merger (and at that time there shall not have occurred a Material Adverse Effect on Target) after receipt of and in connection with an Acquisition Proposal with respect to Acquiror, (ii) upon the commencement of a tender or exchange offer for 25% or more of any class of Acquiror's capital stock (and/or during any time which such a tender or exchange offer remains open or has been consummated) or (iii) at any time following the occurrence of each of the events specified in Section 10.3(a)(ii)(B7.3(c)(ii)(x) thereof need not have occurred), or Section 10.3(band 7.3(c)(ii)(y) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiaryevents specified in clauses (i), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER (ii) or (iii) of this sentence being referred to herein as a "Trigger EventCONDITIONAL EXERCISE EVENTS"). (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing . At any time after delivery of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR of the , unless such Exercise Notice and is withdrawn by Target, the tender of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Option Shares (a "ClosingCLOSING") specified in such Exercise Notice shall occur take place at a place, on a date, and at a time designated by OPTION HOLDER in the principal offices of Acquiror upon the occurrence of an Exercise Notice delivered Event or at least two business days such later date prior to the date termination of the ClosingOption as may be designated by Target in writing. In the event that no Exercise Event shall occur prior to termination of the Option, such Exercise Notice shall be void and of no further force and effect. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: of (i) the Effective Time of the Merger; Time, (ii) 12 months following the termination of the Merger Agreement pursuant to Section 10.1 thereofArticle VII thereof if a Conditional Exercise Event shall have occurred on or prior to the date of such termination, other than under circumstances which also constitute a Trigger Event under this Agreement; and (iii) 180 days following any termination of the date on which the Merger Agreement upon is terminated if no Conditional Exercise Event shall have occurred on or during prior to such date of termination; provided, however, that if the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option is -------- ------- exercisable but cannot be exercised by reason of any applicable judgmentgovernment order or because the waiting period related to the issuance of the Option Shares under the HSR Act shall not have expired or been terminated, decree, order, law or regulation, ten then the Option shall not terminate until the tenth business days day after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. (d) . Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is Target shall have breached in any material breach of any of its representations or warranties, or in material breach of respect any of its covenants or agreements, agreements contained in this Agreement or in the Merger Agreement, Agreement or (ii) a Trigger Payment has the representations and warranties of Target contained in the Merger Agreement shall not have been paid true and correct in all material respects on and as of the date when made. (d) If Target receives in the aggregate pursuant to Section 5 7.3(c) of this the Merger Agreement together with proceeds in connection with any sales or demand therefor has been made other dispositions of Option Shares and not withdrawnany dividends received by Target declared on Option Shares, more than the sum of (x) $21,000,000 plus (y) the Exercise Price multiplied by the number of Acquiror Shares purchased by Target pursuant to the Option, then all proceeds to Target in excess of such sum shall be remitted by Target to Acquiror.

Exercise of Option. (a) The OPTION GRANTOR Option may only be exercised by OPTION HOLDERParametric, in whole or in part, at any time or from time to time time, after the Merger Acquisition Agreement becomes terminable by OPTION HOLDER under circumstances which could would entitle OPTION HOLDER Parametric to a termination fee payment under Section 10.3(a7.3(d) of the Merger Acquisition Agreement upon its termination, regardless of whether the Acquisition Agreement is terminated pursuant to such provisions or whether an Alternative Transaction is consummated (provided that any of the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER this sentence being referred to herein as a an "Trigger Exercise Event"). (i) OPTION GRANTOR . Computervision shall notify OPTION HOLDER Parametric promptly in writing of the occurrence of any Trigger Exercise Event, it being understood that the giving of such notice by OPTION GRANTOR Computervision shall not be a condition to the right of OPTION HOLDER Parametric to exercise the OPTION GRANTOR Option. (ii) . In the event OPTION HOLDER Parametric wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER Parametric shall deliver to OPTION GRANTOR Computervision a written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Option Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR of the Exercise Notice and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) acquire. Each closing of a purchase of OPTION GRANTOR Option Shares (a "Closing") shall occur at a place, on a date, date and at a time designated by OPTION HOLDER Parametric in an Exercise Notice delivered at least two business days prior to the date of such Closing, which Closing shall be held at the Closingoffices of counsel to Parametric. Upon the giving by Parametric to Computervision of the Exercise Notice and the tender of the applicable aggregate Exercise Price and provided that the conditions to Computervision's obligation to issue the Option Shares to Parametric hereunder set forth in Section 3 have been satisfied or waived, Parametric shall be deemed to be the holder of record of the Option Shares issuable upon such exercise, notwithstanding that the stock transfer book of Computervision shall then be closed or that certificates representing such Option Shares shall not then be actually delivered to Parametric. (cb) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: of (i) the Effective Time of the Merger; Date, (ii) 180 days following the termination of the Merger Acquisition Agreement pursuant to Section 10.1 Article VII thereof, other than under circumstances which also constitute a Trigger if an Exercise Event under this Agreement; shall have occurred on or prior to the date of such termination, and (iii) 180 days following any termination the date on which the Acquisition Agreement is terminated pursuant to Article VII thereof if an Exercise Event shall not have occurred on or prior to such date; provided, however, with respect to the preceding clause (ii) of this sentence, that (x) if the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgmentgovernment order or because the waiting period related to the issuance of the Option Shares under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, decreeas amended (the "HSR Act"), orderif applicable, law shall not have expired or regulationbeen terminated, ten then the Option shall not terminate until the tenth business days day after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause appeal and (y) if Sections 7.3(d)(ii) or (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Acquisition Agreement to OPTION HOLDER. (d) Notwithstanding the foregoingare applicable, the OPTION GRANTOR Option may shall not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in terminate until 30 days after the Merger Agreement, or (ii) event entitling Parametric to a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawnpayment thereunder.

Exercise of Option. (a) The OPTION GRANTOR Optionee may exercise only vested portions of this Option may be exercised by OPTION HOLDER, and only in whole or in part, at any time or from the following manner. From time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR of the Exercise Notice and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest earlier to occur of: of (i) the Effective Time of termination hereof in accordance with the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 provisions of this Agreement to OPTION HOLDER. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger AgreementOption, or (ii) the Expiration Date (as set forth in Paragraph 5 herein) with respect to a Trigger Payment has been paid given portion of this Option, the Optionee may give written notice to the Company of his or her election to purchase some or all of the Option Shares for which this Option may be exercised at the time of such notice. Said notice shall specify the number of Option Shares to be purchased and shall be accompanied (i) by payment therefor in cash and (ii) by such agreement, statement or other evidence as the Company may require in order to satisfy itself that the issuance of the Option Shares being purchased pursuant to Section 5 such exercise and any subsequent resale thereof will be in compliance with applicable laws and regulations, including without limitation all applicable federal and state securities laws and regulations. This Option shall not be exercisable for any fractional share. a Certificates for the Option Shares so purchased will be issued to the Optionee upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such issuance, including without limitation, if said Option Shares have not been registered under the Securities Act of 1933, as amended (the "Act"), receipt of a representation from the Optionee upon each exercise of this Agreement Option that the Optionee is purchasing the Option Shares for his or demand therefor has been made her own account and not withdrawnwith a view to any resale or distribution thereof, the legending of any certificate representing said Option Shares, and the imposition of a stop transfer order with respect thereto, to prevent a resale or distribution in violation of federal or state securities laws. Until the Optionee shall have complied with the requirements hereof and of the Plan, the Company shall be under no obligation to issue the Option Shares subject to this Option, and the determination of the MRC (as defined in the Plan) as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed for any purpose to be the owner of any Option Shares subject to this Option until such Option Shares shall have been issued in accordance with the foregoing provisions. b Notwithstanding any other provision hereof or of the Plan, no portion of this Option shall be exercisable (i) after its termination in accordance with the provisions hereof, (ii) after the Expiration Date applicable thereto (as set forth in Paragraph 5 herein), or (iii) at any time unless all necessary regulatory or other approvals have been received. c To the extent that this Option is not exercised in full, it will be deemed to have been exercised first for any remaining Option Shares in the Installment (as defined in Paragraph 5 herein) which would otherwise expire on the next succeeding Expiration Date, then for any remaining Option Shares in the Installment which would otherwise expire on the second succeeding Expiration Date and so on, thereby reducing the number of Option Shares with respect to which this Option will expire on such Expiration Dates.

Exercise of Option. (a) The OPTION GRANTOR If not in material breach of the Merger Agreement or the Oryx Stock Option Agreement, Grantee may be exercised by OPTION HOLDERexercise the Option, in whole or in part, at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of following the occurrence of any Trigger Eventa Purchase Event (as defined below); provided that, it being understood that except as otherwise provided herein, the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR of the Exercise Notice and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate and be of no further force and effect upon the earliest to occur of: of (i) the Effective Time of the Merger; , (ii) 12 months after the first occurrence of a Purchase Event or (iii) termination of the Merger Agreement prior to the occurrence of a Purchase Event (unless such termination itself constitutes a Purchase Event). Notwithstanding the termination of the Option, Grantee shall be entitled to purchase those Option Shares with respect to which it has exercised the Option pursuant to this Section 2(a) in accordance with the terms hereof prior to the termination of the Option. The termination of the Option shall not affect any rights hereunder which by their terms extend beyond the date of such termination. (b) As used herein, a "Purchase Event" means the termination of the Merger Agreement under any circumstance which would entitle Grantee to receive any fee from the Issuer pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii7.2(b) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDERAgreement. (dc) Notwithstanding In the foregoingevent Grantee wishes to exercise the Option, it shall send to Issuer a written notice (the OPTION GRANTOR Option may not be exercised if date of which being herein referred to as the "Notice Date") specifying (i) OPTION HOLDER is in material breach the total number of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or Option Shares it intends to purchase pursuant to such exercise and (ii) a Trigger Payment has place and date not earlier than three business days nor later than 20 business days from such Notice Date for the closing of such purchase (a "Closing"; and the date of such Closing, a "Closing Date"); provided that such Closing shall be held only if (A) such purchase would not otherwise violate or cause the violation of applicable law (including the HSR Act) and (B) no law, rule or regulation shall have been paid pursuant adopted or promulgated, and no temporary restraining order, preliminary or permanent injunction or other order, decree or ruling issued by a court or other Governmental Entity of competent jurisdiction shall be in effect, which prohibits delivery of such Option Shares (and the parties hereto shall use their reasonable best efforts to have any such order, injunction, decree or ruling vacated or reversed). If such Closing cannot be consummated by reason of a restriction set forth in clause (A) or (B) above, notwithstanding the provisions of Section 5 2(a), such Closing Date shall be within 20 business days following the elimination of this Agreement or demand therefor has been made and not withdrawnsuch restriction.

Exercise of Option. (a) The OPTION GRANTOR Subject to the conditions set forth in Section 1.5 hereof, the Option may be exercised by OPTION HOLDERBuyer, in whole or in part, at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER date hereof and prior to a the 30th business day after the termination fee under Section 10.3(a) of the Merger Agreement (provided that in accordance with the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (ii) terms thereof. In the event OPTION HOLDER Buyer wishes to exercise the OPTION GRANTOR OptionOption for all or some of the Stockholder Shares other than pursuant to the Offer (as defined in the Merger Agreement), OPTION HOLDER Buyer shall deliver to OPTION GRANTOR send a written notice (an the "Exercise Notice") to the Stockholders specifying the total number of OPTION GRANTOR Stockholder Shares it wishes to purchase. purchase pursuant to such exercise (iiiand the corresponding number of each such Stockholder's Shares) Upon and the giving by OPTION HOLDER to OPTION GRANTOR place, the date (not less than one nor more than 20 business days from the date of the Exercise Notice Notice) and the tender time for the closing of the applicable aggregate Exercise Pricesuch purchase, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that such date and time may be earlier than one day after the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Exercise Notice if reasonably practicable. Each closing of a purchase of OPTION GRANTOR Stockholder Shares pursuant to this Section 1.2(a) (a "Closing") shall occur take place at a the place, on a date, the date and at a the time designated by OPTION HOLDER Buyer in an its Exercise Notice delivered Notice, provided that if, at least two business days prior to the date of the ClosingClosing herein provided for, the conditions set forth in Section 1.5 shall not have been satisfied (or waived), Buyer may postpone the Closing until a date within five business days after such conditions are satisfied. (b) Except to the extent otherwise provided in Section 1.2(c) below, Buyer shall not be under any obligation to deliver any Exercise Notice and may allow the Option to terminate without purchasing any Stockholder Shares hereunder; provided however that once Buyer has delivered to the Stockholders an Exercise Notice, subject to the terms and conditions of this Agreement, Buyer shall be bound to effect the purchase as described in such Exercise Notice. (c) The OPTION GRANTOR Option Buyer agrees that, if Buyer shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement have accepted Shares for payment and purchased Shares pursuant to Section 10.1 thereofthe Offer, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or ifBuyer shall, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, within ten business days after of such impediment to purchase, exercise shall have been removed the Option in its entirety (or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR any remaining portion of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDEROption). (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn.

Exercise of Option. Builder (or any Builder Party) shall exercise its Option to purchase a Takedown Group on a Property by providing Owner with at least five (5) business days’ prior written notice (the “Takedown Notice”) of the date Builder desires to consummate the purchase of such Takedown Group (each, a “Closing”). Each Takedown Notice shall (a) The OPTION GRANTOR Option may be exercised by OPTION HOLDER, in whole or in part, at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR of the Exercise Notice and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two five (5) business days prior to the last day of the calendar month preceding the month in which the Takedown is scheduled to occur, (b) specify the Takedown Group to be acquired, (c) identify any Homesites not included in the Takedown Group which Builder elects to acquire in addition to the Homesites contained within the applicable Takedown Group as part of such Closing, and (d) set forth the date of the Closing. Closing (c) the “Closing Date”). The OPTION GRANTOR Takedown Notice may be given by email and/or via a computerized system approved by the parties. In the event that the Builder Parties fail to timely exercise the Option shall terminate upon and/or fail to timely deliver a Takedown Notice, following the earliest to occur of: expiration of any applicable cure periods provided for in this Agreement (i) including the Effective Time of the Merger; cure period provided as item (ii) in Section 1.3(a) above), the termination Option herein granted with respect to the applicable Property shall, at Owner’s written election, terminate and be of no further force or effect, which election must be given by Owner within twenty (20) business days of the Merger Agreement pursuant date upon which the Takedown was to occur. Each Takedown Group specified in the Takedown Schedule sets forth the number of Homesites to be acquired during the applicable time periods specified therein. Owner shall deliver to Escrow Agent a Deed and such other documents as are required to be delivered at a Closing as described in, and in accordance with, the provisions of Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination 13 below. Upon Escrow Agent’s receipt of such documents from Owner and recordation of the Merger Agreement upon or during the continuance of a Trigger Event Deed (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment parties’ agreement to exercise shall have been removed or shall have become final and not subject close prior to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR recordation of the Trigger Payment set forth deed), Escrow Agent shall immediately disburse to Owner the applicable Takedown Price and all other applicable payments due to Owner received from Builder; provided, however, that Builder shall be entitled to receive a credit against a Takedown Price to the extent specified in Section 5 of this Agreement to OPTION HOLDER2.1. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn.

Exercise of Option. (a) The OPTION GRANTOR On or after the date any portion of the Option becomes exercisable, but prior to the expiration of the Option in accordance with Paragraphs 3 and 4 above, the portion of the Option which has become exercisable may be exercised by OPTION HOLDER, in whole or in partpart by the Grantee (or, at any time pursuant to Paragraph 6 hereof, by his or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(aher permitted successor) upon delivery of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition following to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR of the Exercise Notice and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur ofCompany: (ia) a written notice of exercise which identifies this Agreement and states the Effective Time number of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998)whole Shares then being purchased; and (ivb) payment any combination of cash (or by OPTION GRANTOR certified or personal check or wire transfer payable to the Company), and/or (i) shares of unrestricted Common Stock then owned by the Grantee in an amount having a combined Fair Market Value on the exercise date equal to the aggregate Option Price of the Trigger Payment set forth in Section 5 Shares then being purchased, or (ii) unless otherwise prohibited by law for either the Company or the Grantee, an irrevocable authorization of this Agreement a third party to OPTION HOLDER. (d) sell Shares of Common Stock acquired upon the exercise of the Option and promptly remit to the Company a sufficient portion of the sale proceeds to pay the entire Option Price and any tax withholdings resulting from such exercise. Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if Grantee (ior any permitted successor) OPTION HOLDER is shall take whatever additional actions, including, without limitation, the furnishing of an opinion of counsel, and execute whatever additional documents the Company may, in material breach its sole discretion, deem necessary or advisable in order to carry out or effect one or more of any of its representations the obligations or warrantiesrestrictions imposed by the Plan, or in material breach of any of its covenants or agreements, contained in this Agreement or applicable law. No Shares shall be issued upon exercise of the Option until full payment has been made. Upon satisfaction of the conditions and requirements of this Paragraph 5 and the Plan, the Company shall deliver to the Grantee (or his or her permitted successor) a certificate or certificates for the number of Shares in respect of which the Option shall have been exercised. Upon exercise of the Option (or a portion thereof), the Company shall have a reasonable time to issue the Common Stock for which the Option has been exercised, and the Grantee shall not be treated as a stockholder for any purposes whatsoever prior to such issuance. No adjustment shall be made for cash dividends or other rights for which the record date is prior to the date such Common Stock is recorded as issued and transferred in the Merger Company’s official stockholder records, except as otherwise provided in the Plan or this Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn.

Exercise of Option. (a) The OPTION GRANTOR Shares subject to the Option may be exercised purchased by OPTION HOLDER, in whole or in part, at any time or from time to time after giving the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) Secretary of the Merger Agreement (provided that Company written notice of exercise, on a form prescribed by the events specified in Section 10.3(a)(ii)(A) Company, specifying the number of the Merger Agreement shares to be purchased. The notice of exercise shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event").be accompanied by (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing tender to the Company of cash for the full purchase price of the occurrence of any Trigger Event, it being understood that the giving of shares with respect to which such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option.Option or portion thereof is exercised; or (ii) In the event OPTION HOLDER wishes to exercise unsecured, demand borrowing by the OPTION GRANTOR Option, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (Grantee from the Company on an "Exercise Notice") specifying open account maintained solely for this purpose in the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR amount of the Exercise Notice full exercise price together with the instruction from the Grantee to sell the shares exercised on the open market through a duly registered broker-dealer with which the Company makes an arrangement for the sale of such shares under the Plan. This method is known as the "broker-dealer exercise method" and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, is subject to the extent permitted by law terms and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth herein, in Section 3 have been satisfied or waived, the Plan and in guidelines established by the Committee. The Option shall be deemed to be exercised simultaneously with the holder of record sale of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that shares by the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to broker-dealer. If the date of the Closing. (c) The OPTION GRANTOR Option shall terminate shares purchased upon the earliest to occur of: (i) the Effective Time exercise of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute an Option or a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option portion thereof cannot be exercised sold for a price equal to or greater than the full exercise price plus direct costs of the sales, then there is no exercise of the Option. Election of this method authorizes the Company to deliver shares to the broker-dealer and authorizes the broker-dealer to sell such shares on the open market. The broker-dealer will remit proceeds of the sale to the Company which will remit net proceeds to the Grantee after repayment of the borrowing, deduction of costs, if any, and withholding of taxes. The Grantee's borrowing from the Company on an open account shall be a personal obligation of the Grantee which shall bear interest at the published Applicable Federal Rate ("AFR") for short-term loans and shall be payable upon demand by the Company. Such borrowing may be authorized by telephone or other telecommunications acceptable to the Company. Upon such borrowing and the exercise of the Option or portion thereof, title to the shares shall pass to the Grantee whose election hereunder shall constitute instruction to the Company to register the shares in the name of the broker-dealer or its nominee. The Company reserves the right to discontinue this broker-dealer exercise method at any time for any reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to whatsoever. The Grantee agrees that if this broker-dealer exercise shall have been removed or shall have become final and not subject to appeal, but in no event method under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. (d) Notwithstanding the foregoingparagraph is used, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is Grantee promises unconditionally to pay the Company the full balance in material breach of his open account at any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in time upon demand. Gran▇▇▇ ▇▇▇o agrees to pay interest on the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made account balance at the AFR for short-term loans from and not withdrawnafter demand.

Exercise of Option. (a) To the extent that the Option has become and remains exercisable it may be exercised by the Optionee delivering to the Corporation a written notice of exercise signed by the Optionee, in substantially the form attached hereto as Exhibit A (a "Notice of Exercise"), together with a check payable to the Corporation in the amount of the total Exercise Price for the Option Shares to be purchased pursuant to the Notice of Exercise. (b) The OPTION GRANTOR Optionee may exercise the Option for less than the full number of Option Shares with respect to which the Option is exercisable (the "Available Option Shares"), but no fractional shares of Common Stock shall be issued. Subject to the other restrictions on exercise set forth herein, the unexercised portion of the exercisable Option may be exercised by OPTION HOLDER, in whole or in part, at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR of the Exercise Notice and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated later date by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the ClosingOptionee. (c) The OPTION GRANTOR Option shall terminate upon Within thirty (30) days after the earliest to occur of: (i) the Effective Time exercise of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day periodOption as herein provided, the OPTION GRANTOR Corporation shall deliver to the Optionee a certificate or certificates for the total Option cannot be exercised Shares being purchased, in such names and denominations as are requested by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDEROptionee. (d) Notwithstanding Neither the foregoingOption nor the Option Shares have been registered under the Securities Act of 1933, as amended (the OPTION GRANTOR "Act"), or under the securities laws of any state. Unless the issuance of shares of Common Stock are covered by an effective registration statement at the time the Option may not be exercised if is exercised, each certificate representing Option Shares issued upon the exercise of the Option shall bear the following legend: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNTIL (i) OPTION HOLDER is in material breach of any of its representations or warrantiesA REGISTRATION STATEMENT UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or OR (ii) a Trigger Payment has been THE CORPORATION HAS RECEIVED AN OPINION OF COUNSEL ACCEPTABLE TO THE CORPORATION THAT REGISTRATION UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED SALE, PLEDGE OR TRANSFER. The Optionee and the Corporation agree to execute such documents and instruments as counsel for the Corporation reasonably deems necessary to ensure that the granting of the Option and the issuance of any shares upon the exercise thereof will be in compliance with applicable federal and state securities laws. (e) The Corporation covenants and agrees that all Option Shares which may be issued upon exercise of the Option shall, upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid pursuant and nonassessable, and free from all liens, claims and encumbrances, except restrictions imposed by applicable securities laws, the Corporation's Articles of Incorporation and/or this Agreement. The Corporation shall at all times reserve and keep available for issuance upon the exercise of the Option such number of authorized but unissued shares of Common Stock as will be sufficient to Section 5 permit the exercise in full of this Agreement or demand therefor has been made and not withdrawnthe Option.

Exercise of Option. (a) The OPTION GRANTOR Option may be exercised by OPTION HOLDERTo exercise an option granted in Section 9.01 hereof, in whole or in part, at any time or from time the Borrower shall give written notice to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances Trustee which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) shall designate therein the principal amount of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred)Bonds to be caused to be redeemed, or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR of the Exercise Notice and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record paid in accordance with Section 9.01 of the OPTION GRANTOR Shares issuable upon Indenture and, in the event a redemption of Bonds is to be effected, such exercisenotice shall be given to the Trustee not less than five Business Days (as defined in the Indenture) prior to the day on which the Trustee shall be required to give notice of any such redemption and shall specify therein (i) the date or dates of redemption, notwithstanding that and (ii) the stock transfer books applicable redemption provision of OPTION GRANTOR the Indenture. The exercise of an option granted in Section 9.01 hereof shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then revocable by the Borrower at any time before the receipt by the Trustee of the Repayment Installments to be actually delivered to OPTION HOLDERprepaid. (ivb) Each closing Upon receipt of a purchase notice furnished pursuant to this Section 9.02, the Issuer shall cooperate fully with the Trustee to permit the Trustee to take or cause to be taken all actions required of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER it under the Indenture to cause Bonds to be paid or redeemed in an Exercise Notice delivered at least two business days prior to the date of the Closingaccordance with such notice. (c) The OPTION GRANTOR Option In the event the Borrower exercises its rights to cause the Bonds to be redeemed or deemed to have been paid as provided in Section 9.01 hereof, it shall terminate upon give the earliest Trustee directions to occur of: (i) draw moneys under the Effective Time applicable Credit Facility in accordance with the terms hereof and of the Merger; (ii) Indenture in the termination amounts so specified by the Borrower in such direction or order to effect the redemption of the Merger Agreement pursuant Bonds entitled to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination the benefits of the Merger Agreement upon Credit Facility or during the continuance of a Trigger Event (or if, at the expiration of cause such 180 day period, the OPTION GRANTOR Option cannot Bonds to be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment deemed to exercise shall have been removed or shall have become final and not subject to appeal, but paid as provided in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR Section 9.01 of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDERIndenture. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn.

Exercise of Option. (a) The OPTION GRANTOR Option Grantee may be exercised by OPTION HOLDERexercise the Option, in whole or in part, at any time or and from time to time on or before the Termination Date following the occurrence of an Exercise Event. If the Grantee exercises the Option with respect to any Option Shares on or before the Termination Date, then, notwithstanding anything to the contrary contained in this Option Agreement, the Grantee shall be entitled to purchase such Option Shares in accordance with the terms of this Option Agreement after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER Termination Date. (b) For purposes of this Option Agreement, an "Exercise Event" shall be deemed to a termination fee under Section 10.3(a) of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event").occurred if: (i) OPTION GRANTOR either the Grantee or the Company shall notify OPTION HOLDER promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition to have the right of OPTION HOLDER to exercise terminate the OPTION GRANTOR Option.Reorganization Agreement pursuant to Section 8.1(d) thereof and an Acquisition Proposal shall have been previously disclosed, announced, commenced, submitted or made; or (ii) In the event OPTION HOLDER wishes Grantee shall have the right to terminate the Reorganization Agreement pursuant to Section 8.1(e) thereof. (c) To exercise the OPTION GRANTOR OptionOption with respect to any Option Shares, OPTION HOLDER the Grantee shall deliver to OPTION GRANTOR the Company a written notice (an "Exercise Notice") specifying specifying: (i) the total number of OPTION GRANTOR Option Shares it wishes the Grantee will purchase; (ii) the place at which such Option Shares are to purchase. be purchased; and (iii) Upon the giving by OPTION HOLDER date on which such Option Shares are to OPTION GRANTOR be purchased, which shall not be sooner than two business days nor later than twenty business days after the date of the delivery of such Exercise Notice to the Company. (The date of delivery of such Exercise Notice to the Company is referred to as the applicable "Notice Date," and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, Option shall be deemed to be have been validly exercised on such Notice Date with respect to the holder of record Option Shares referred to in such Exercise Notice.) The closing of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR such Option Shares (a the applicable "Closing") shall occur take place at a place, on a date, and at a time designated by OPTION HOLDER the place specified in an the Exercise Notice delivered at least two business days prior to and on the date of specified in such Exercise Notice (the Closing. applicable "Closing Date"); provided, however, that: (cA) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of if such 180 day period, the OPTION GRANTOR Option purchase cannot be exercised consummated on such Closing Date by reason of any applicable judgment, decreeLegal Requirement, order, law judgment, decree or regulationother legal impediment, ten business then the Grantee may extend the Closing Date to a date not more than 30 days after the date on which such impediment is removed; and (B) if prior notification to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach approval of any of its representations or warrantiesGovernmental Body is required, or if any waiting period must expire or be terminated, in material breach connection with such purchase, then (1) the Company shall promptly cause to be filed the required notice or application for approval and shall expeditiously process such notice or application, (2) the Company shall cooperate with the Grantee in the filing of any of its covenants such notice or agreements, contained in this Agreement or application required to be filed by the Grantee and in the Merger Agreementobtaining of any such approval required to be obtained by the Grantee, or and (ii3) the Grantee may extend the Closing Date to a Trigger Payment date not more than 30 days after the latest date on which any required notification has been paid pursuant to Section 5 of this Agreement or demand therefor made, any required approval has been made and not withdrawnobtained or any required waiting period has expired or been terminated.

Exercise of Option. (a) The OPTION GRANTOR Each Option may be exercised by OPTION HOLDERPurchaser, in whole or but not in part, at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a following termination fee under Section 10.3(a) of the Merger Agreement (Offer until the expiration or termination of the Option; provided that no Option may be exercised unless a number of Options are concurrently exercised, a number of Series B Shares and Warrants are concurrently purchased and a number of Options are exercised pursuant to the events specified in Section 10.3(a)(ii)(A) terms of the Merger Agreement shall have occurredother Stockholder Agreements such that, although after giving effect to such exercise or purchase and the events specified in Section 10.3(a)(ii)(B) exercise hereunder, the Purchaser or an affiliate thereof need not have occurred)would own Series B Shares, or Section 10.3(b) Warrants and Shares constituting a majority of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs outstanding Shares on a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event")fully diluted basis. (ib) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER If Purchaser wishes to exercise the OPTION GRANTOR an Option, OPTION HOLDER Purchaser shall deliver to OPTION GRANTOR send a written notice (an the "Exercise Notice") to the applicable Stockholder of its intention to exercise the Option, specifying the total number of OPTION GRANTOR Shares it wishes to purchase. place, and, if then known, the time and the date (iiithe "Closing Date") Upon the giving by OPTION HOLDER to OPTION GRANTOR of the closing of such purchase (the "Closing"). The Closing Date shall occur on the third business day (or such longer period as may be required by applicable law or regulation) after the later of (i) the date on which such Exercise Notice is delivered and (ii) the tender satisfaction of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied 3.02(d). For the purposes of this Agreement, the term "business day" means a Saturday, a Sunday or waived, shall be deemed a day on which banks are not required or authorized by law or executive order to be closed in the holder City of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the ClosingNew York. (c) At the Closing, (i) the Stockholder, with respect to those Shares that are being purchased, shall deliver to Purchaser (or its designee) the Stockholder's Shares by delivery of a certificate or certificates evidencing such Shares duly endorsed to Purchaser or accompanied by stock powers duly executed in favor of Purchaser, with all necessary stock transfer stamps affixed, and (ii) Purchaser shall pay to the Stockholder the aggregate Purchase Price for the Stockholder's Shares. (d) The OPTION GRANTOR Option Closing shall terminate upon be subject to the earliest to occur ofsatisfaction of each of the following conditions: (i) no Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law which is then in effect and has the Effective Time effect of making the acquisition of the MergerShares by Purchaser pursuant to the exercise of the Options illegal or otherwise restricting, preventing, delaying or prohibiting consummation of the purchase and sale of the Shares pursuant to the exercise of the Options; (ii) any waiting period applicable to the termination consummation of the Merger Agreement purchase and sale of the Shares pursuant to Section 10.1 thereof, other than the exercise of the Options under circumstances which also constitute a Trigger Event under this Agreement;the HSR Act shall have expired or been terminated; and (iii) 180 days following any termination Purchaser or Parent shall have purchased (or shall concurrently purchase with the consummation of this Agreement), a number of Common Shares under the Stock Purchase Agreement and the other Stockholder Agreement such that, together with the Series B Shares, Warrants and Shares to be purchased hereunder, the Purchaser or an affiliate thereof would own a majority of the Merger Agreement upon or during the continuance of outstanding Shares on a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDERfully diluted basis. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn.

Exercise of Option. (a) The OPTION GRANTOR Subject to the satisfaction or waiver of the conditions set forth in Section 9 of this Option Agreement, prior to the termination of this Option Agreement in accordance with its terms, 3Dfx or its designee (which shall be a wholly-owned subsidiary of 3Dfx) may be exercised by OPTION HOLDERexercise the Option, in whole or in part, at any time or from time to time on or after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER public disclosure of, or 3Dfx shall have learned of, the earliest event to a termination fee under Section 10.3(a) occur of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event").following: (i) OPTION GRANTOR any person or group other than 3Dfx or its affiliates shall notify OPTION HOLDER promptly in writing have acquired or become the beneficial owners (within the meaning of Section 13(d)(3) of the occurrence Exchange Act) of more than 20% of the outstanding shares of STB Common Stock, or shall have been granted any Trigger Eventoption or right, conditional or otherwise, to acquire more than 20% of the outstanding shares of STB Common Stock (provided that in the event that such option or right expires unexercised, then to the extent the Option has not already been exercised, it being understood that the giving of such notice by OPTION GRANTOR shall not no longer be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option.exercisable except as otherwise provided in this Option Agreement); (ii) any person other than 3Dfx and its affiliates shall have made a tender offer or exchange offer (or entered into an agreement to make such a tender offer or exchange offer) for at least 20% of the then outstanding shares of STB Common Stock (provided that in the event that such tender offer or exchange offer or other proposal is withdrawn or terminates prior to consummation of such offer or proposal, then to the extent the Option has not already been exercised, it shall no longer be exercisable except as otherwise provided in this Section 2(a)); or (iii) STB shall have entered into a written definitive agreement or written agreement in principle in connection with a liquidation, dissolution, recapitalization, merger, consolidation or acquisition or purchase of all or a material portion of the assets of STB and its subsidiaries, taken as a whole or all or a material portion of the equity interest in STB and its subsidiaries, taken as a whole, or other similar transaction or business combination. (b) In the event OPTION HOLDER 3Dfx wishes to exercise the OPTION GRANTOR OptionOption at such time as the Option is exercisable, OPTION HOLDER 3Dfx shall deliver to OPTION GRANTOR written notice (an the "Exercise Notice") to STB specifying its intention to exercise the Option, the total number of OPTION GRANTOR Option Shares it wishes to purchase. (iii) Upon purchase and a date and time for the giving by OPTION HOLDER to OPTION GRANTOR of the Exercise Notice and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a such purchase of OPTION GRANTOR Shares (a "Closing") not later than thirty (30) business days from the later of (i) the date such Exercise Notice is given and (ii) the expiration or termination of any applicable waiting period under the Hart-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇itrust Improvements Act of 1976, as amended (the "HSR Act"). If prior to the Expiration Date (as defined in Section 11 below) any person or group (other than 3Dfx or its affiliates) shall occur at have made a placebona fide proposal that becomes publicly disclosed, on with respect to a datetender offer or exchange offer for 50% or more of the then outstanding shares of STB Common Stock (a "Share Proposal"), a merger, consolidation or other business combination (a "Merger Proposal") or any acquisition of a material portion of the assets of STB (an "Asset Proposal"), or shall have acquired 50% or more of the then outstanding shares of STB Common Stock (a "Share Acquisition"), and this Option is then exercisable then 3Dfx, in lieu of exercising the Option, shall have the right at any time thereafter (for so long as the Option is exercisable under Section 2(a)) to request in writing that STB pay, and promptly (but in any event not more than five (5) business days) after the giving by 3Dfx of such request, STB shall, subject to Section 2(c) below, pay to 3Dfx, in cancellation of the Option, an amount in cash (the "Cancellation Amount") equal to (i) the excess over the Option Price of the greater of (A) the last sale price of a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days share of STB Common Stock as reported on the Nasdaq Stock Market on the last trading day prior to the date of the ClosingExercise Notice, or (B)(1) the highest price per share of STB Common Stock offered to be paid or paid by any such person or group pursuant to or in connection with a Share Proposal, a Share Acquisition or a Merger Proposal or (2) the aggregate consideration offered to be paid or paid in any transaction or proposed transaction in connection with an Asset Proposal, divided by the number of shares of STB Common Stock then outstanding, multiplied by (ii) the number of Option Shares then covered by the Option. If all or a portion of the price per share of STB Common Stock offered paid or payable or the aggregate consideration offered paid or payable for the assets of STB, each as contemplated by the preceding sentence, consists of noncash consideration, such price or aggregate consideration shall be the cash consideration, if any, plus the fair market value of the non-cash consideration as determined by the investment bankers of STB and the investment bankers of 3Dfx. (c) The OPTION GRANTOR Following exercise of the Option shall terminate upon by 3Dfx, in the earliest to occur of: event that 3Dfx sells, pledges or otherwise disposes (including, without limitation, by merger or exchange) any of the Option Shares (a "Sale") then (i) any Breakup Fee due and payable by STB following such time shall be offset by the Effective Time amount received (whether in cash, loan proceeds, securities or otherwise) by 3Dfx in such Sale less the exercise price of such Option Shares sold in the Merger; Sale (the "Offset Amount"), and (ii) if STB has paid to 3Dfx the termination Breakup Fee prior to the Sale, then 3Dfx shall immediately remit to STB the Offset Amount. Further, notwithstanding Section 2(b) above, in the event that 3Dfx receives the Cancellation Amount in lieu of exercising the Option, then (A) any Breakup Fee due and payable by STB following such time shall be reduced by the Cancellation Amount (the "Cancellation Offset Amount"), and (B) if STB has paid to 3Dfx the Breakup Fee prior to 3Dfx's receipt of such Cancellation Amount, then 3Dfx shall only be entitled to receive that portion of the Merger Agreement pursuant to Section 10.1 thereofCancellation Offset Amount that exceeds the Breakup Fee. Notwithstanding the above, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later shall the Offset Amount or the Cancellation Offset Amount be greater than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDERBreakup Fee. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn.

Exercise of Option. (a) The OPTION GRANTOR Option may shall be exercised by OPTION HOLDER, Tenant only in whole or in part, at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). following manner: (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of Tenant is the occurrence of any Trigger Event, it being understood original tenant that the giving of such notice by OPTION GRANTOR executed this Lease or a Permitted Transferee; (ii) Tenant shall not be a condition to in default beyond applicable notice and cure periods on the right delivery date of OPTION HOLDER to exercise the OPTION GRANTOR Option. Interest Notice and Tenant’s Acceptance (iias defined below), and shall have not previously been in default beyond applicable notice of cure periods more than twice during the Lease Term; (iii) In the event OPTION HOLDER wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER Tenant shall deliver to OPTION GRANTOR written notice (an "Exercise “Interest Notice"”) specifying to Landlord not more than nine (9) months, nor less than six (6) months prior to the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR expiration of the Exercise Notice and initial Lease Term stating that Tenant is interested in exercising the tender option; (iv) within fifteen (15) business days of Landlord’s receipt of the applicable aggregate Exercise PriceInterest Notice, OPTION HOLDERLandlord shall deliver notice (“Option Rent Notice”) to Tenant setting forth the Option Rent; and (v) if Tenant desires to exercise such Option, Tenant shall provide Landlord written notice within five (5) business days after receipt of the Option Rent Notice (“Tenant’s Acceptance”) and upon, and concurrent with, such exercise, Tenant may, at its option, object to the extent permitted Option Rent determined by law and OPTION GRANTOR's organizational documentsLandlord. If Tenant exercises the option to extend but objects to the Option Rent contained in the Option Rent Notice, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder Option Rent shall be determined as set forth in Section 3 have been satisfied below. Tenant’s failure to deliver the Interest Notice or waived, Tenant’s Acceptance on or before the dates specified above shall be deemed to constitute Tenant’s election not to exercise such Option. If Tenant timely and properly exercises the Option, the initial Lease Term shall be extended for the holder of record Option Term upon all of the OPTION GRANTOR Shares issuable upon such exerciseterms and conditions set forth in this Lease, notwithstanding except that the stock transfer books rent for the Option Term shall be as indicated in the Option Rent Notice or as determined as set forth below, as applicable. In the event Tenant exercises the Option but objects to Landlord’s determination of OPTION GRANTOR the Option Rent concurrently with its exercise of the Option, Landlord and Tenant shall attempt to agree in good faith upon the Option Rent. If Landlord and Tenant fail to reach agreement within twenty-one (21) days following Tenant’s Acceptance (the “Outside Agreement Date”), then each party shall make a separate determination of the Option Rent, within five (5) business days after the Outside Agreement Date, concurrently exchange such determinations and such determinations shall be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered submitted to OPTION HOLDER.arbitration in accordance with the following: (iva) Each closing of Landlord and Tenant shall each appoint one arbitrator who shall by profession be a purchase of OPTION GRANTOR Shares real estate broker or appraiser who shall have been active over the five (a "Closing"5) shall occur at a place, year period ending on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of such appointment in the Closing. leasing (cor appraisal, as the case may be) of commercial high-rise properties in the Del Mar Heights area. The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time determination of the Merger; (ii) arbitrators shall be limited solely to the termination issue area of whether Landlord’s or Tenant’s submitted Option Rent is the Merger Agreement pursuant closest to Section 10.1 thereofthe actual Option Rent, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of as determined by the Merger Agreement upon or during arbitrators, taking into account the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 requirements of this Agreement to OPTION HOLDERSection 2. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn.

Exercise of Option. The Renewal Option shall be exercised by Tenant, if at all, only in the following manner: (a) The OPTION GRANTOR Option Tenant shall deliver written notice to Landlord (the “Interest Notice”) not more than fifteen (15) months nor less than fourteen (14) months prior to the expiration of the initial Term of the Lease stating that Tenant may be exercised by OPTION HOLDERinterested in exercising the Renewal Option; (b) Landlord, in whole or in partafter receipt of Tenant’s Interest Notice, at any time or from time shall deliver notice (the “Option Rent Notice”) to time after Tenant not less than thirteen (13) months prior to the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) expiration of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) initial Term of the Merger Agreement shall have occurredLease, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) setting forth Landlord’s good-faith determination of the Merger Agreement Fair Market Rental Rate for the Option Term (regardless of whether which determination shall include the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event amount by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred Fair Market Rental Rate may be increased and the timing of any such increases during the Option Term, which increases may not occur more frequently than annually); and (c) if Tenant wishes to herein as a "Trigger Event"). exercise such Renewal Option, Tenant shall, on or before the date (ithe “Exercise Date”) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing which is twelve (12) months prior to the expiration of the occurrence initial Term of any Trigger Eventthe Lease, it being understood exercise the Renewal Option by delivering written notice (“Exercise Notice”) thereof to Landlord, and upon and concurrent with such exercise, Tenant may, at its option, object in a written notice delivered to Landlord (the “Objection Notice”), to the determination by Landlord of the Fair Market Rental Rate contained in the Option Rent Notice, in which case the parties shall follow the procedure and the Fair Market Rental Rate for the Option Term shall be determined as set forth in Section 4 below; provided, however, if Landlord shall have determined in the Option Rent Notice that the giving Fair Market Rental Rate therefor is less than the Option Floor Rent, the Option Rent shall be the Option Floor Rent and the arbitration procedures set forth in Section 4 below shall not apply. If Tenant does not timely object in an Objection Notice to Landlord’s determination of such notice by OPTION GRANTOR the Fair Market Rental Rate for the Option Term, Landlord’s determination shall be conclusive and the arbitration procedures in Section 4 below shall not be a condition applicable with respect thereto. Tenant’s failure to deliver the Exercise Notice on or before the Exercise Date shall be deemed to constitute Tenant’s waiver of its Renewal Option. Notwithstanding the foregoing to the contrary, Tenant shall have the right of OPTION HOLDER to exercise deliver the OPTION GRANTOR Option. Exercise Notice to Landlord without having to deliver the Interest Notice and without regard to the foregoing time frames (ii) In the event OPTION HOLDER wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR which delivery of the Exercise Notice by Tenant without the requirement that Tenant also deliver an Interest Notice may also be made concurrently with Tenant’s delivery of Tenant’s Election Notice as permitted by and the tender pursuant to Section 28.1 of the applicable aggregate Exercise PriceLease), OPTION HOLDER, in which event (i) Landlord shall deliver to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a placeTenant, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days or before the date which is the later of thirteen (13) months prior to the date expiration of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time initial Term of the Merger; Lease or thirty (30) days after Landlord’s receipt of the Exercise Notice, the Option Rent Notice setting forth Landlord’s determination of the Fair Market Rental Rate, and (ii) the termination if Tenant objects to Landlord’s determination of the Merger Agreement pursuant Fair Market Rental Rate for the Option Term, Tenant may only do so by delivering an Objection Notice to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; Landlord within ten (iii10) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after Tenant’s receipt of such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDEROption Rent Notice. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn.

Exercise of Option. The option contained in this Section 2.2 shall be exercised by Tenant, if at all, and only in the following manner: (i) Tenant shall deliver written notice (the “Option Interest Notice”) to Landlord not more than fifteen (15) months nor less than fourteen (14) months prior to the expiration of the initial Lease Term, stating that Tenant is interested in exercising its option; (ii) Landlord shall, within thirty (30) days following Landlord’s receipt of the Option Interest Notice, deliver notice (the “Option Rent Notice”) to Tenant setting forth Landlord’s determination of the Option Rent; and (iii) not less than twelve (12) months prior to the expiration of the initial Lease Term (assuming Landlord timely delivered the Option Rent Notice to Tenant) Tenant shall either (a) The OPTION GRANTOR deliver written notice thereof to Landlord electing to exercise such option (the “Option may be exercised by OPTION HOLDERExercise Notice”), in whole or in partand upon, and concurrent with, such delivery of the Option Exercise Notice, Tenant may, at any time its option, accept or from time reject the Option Rent set forth in the Option Rent Notice or (b) deliver written notice thereof to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER Landlord electing to a termination fee under Section 10.3(a) rescind delivery of the Merger Agreement (provided Option Interest Notice; provided, however, that the events specified in Section 10.3(a)(ii)(A) if Tenant fails to rescind delivery of the Merger Agreement Option Interest Notice, such failure shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need be deemed Tenant’s election not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (ii) In option to renew. If Tenant delivers the event OPTION HOLDER wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (an "Option Exercise Notice") specifying , but fails to accept or reject the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR of the Exercise Notice and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder Option Rent set forth in Section 3 have been satisfied or waivedthe Option Rent Notice, then Tenant shall be deemed to be have accepted the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment Rent set forth in Section 5 of this Agreement to OPTION HOLDERthe Option Rent Notice. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn.

Exercise of Option. (a) The OPTION GRANTOR Option Grantee may be exercised by OPTION HOLDERexercise the Option, in whole or in part, at any time or and from time to time after on or before the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Termination Date following the occurrence of an Exercise Event (as defined in Section 10.3(a) 4(b)). Notwithstanding the occurrence of the Merger Agreement Termination Date, the Grantee shall be entitled to purchase those Option Shares with respect to which it has exercised the Option in accordance with the terms hereof prior to the Termination Date. (provided that the events specified in Section 10.3(a)(ii)(Ab) of the Merger Agreement As used herein, an "Exercise Event" shall be deemed to have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event").occurred if: (i) OPTION GRANTOR either the Grantee or the Company shall notify OPTION HOLDER promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition to have the right of OPTION HOLDER to exercise terminate the OPTION GRANTOR Option.Reorganization Agreement pursuant to Section 8.1(d) thereof and an Acquisition Proposal shall have been previously disclosed, announced, commenced, submitted or made; or (ii) the Grantee shall have the right to terminate the Reorganization Agreement pursuant to Section 8.1(f) thereof. (c) In the event OPTION HOLDER the Grantee wishes to exercise the OPTION GRANTOR OptionOption with respect to any Option Shares, OPTION HOLDER the Grantee shall deliver send to OPTION GRANTOR the Company a written notice (an the date of which being herein referred to as the "Exercise NoticeNotice Date") specifying specifying: (i) the total number of OPTION GRANTOR Option Shares it wishes the Grantee will purchase; (ii) the place at which such Option Shares are to purchase. be purchased; and (iii) Upon the giving by OPTION HOLDER date on which such Option Shares are to OPTION GRANTOR be purchased, which shall not be earlier than two business days nor later than twenty business days after the Notice Date. The closing of the Exercise Notice and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR such Option Shares (a the "Closing") shall occur take place at a place, the place specified in such written notice and on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of specified in such written notice (the Closing. "Closing Date"); PROVIDED, HOWEVER, that: (cA) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of if such 180 day period, the OPTION GRANTOR Option purchase cannot be exercised consummated by reason of any applicable judgmentlaw, decreeregulation, order, law judgment, decree or regulationother legal impediment, ten business the Closing Date may be extended by the Grantee to a date not more than 30 days after the date on which such impediment is removed; and (B) if prior notification to exercise or approval of any governmental authority is required (or if any waiting period must expire or be terminated) in connection with such purchase, the Company shall have promptly cause to be filed the required notice or application for approval and shall expeditiously process the same (and the Company shall cooperate with the Grantee in the filing of any such notice or application required to be filed by the Grantee and the obtaining of any such approval required to be obtained by the Grantee), and the Closing Date may be extended by the Grantee to a date not more than 30 days after the date on which any required notification has been removed made, approval has been obtained or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDERwaiting period has expired or been terminated. (d) Notwithstanding Sections 3 and 4(c), in no event shall any Closing Date be more than 12 months after the foregoingrelated Notice Date, and, if the Closing Date shall not have occurred within 12 months after the related Notice Date, the OPTION GRANTOR exercise of the Option may not effected on the Notice Date shall be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant deemed to Section 5 of this Agreement or demand therefor has been made and not withdrawnhave expired.

Exercise of Option. (a) The OPTION GRANTOR Option may options contained in this Section 2.2 shall be exercised by OPTION HOLDERTenant, if at all, only in the manner set forth in this Section 2.2. With regard to the first Option Term, Tenant shall exercise such first Option Term by delivering written notice thereof (“Tenant’s Exercise Notice”) to Landlord not less than nine (9) months prior to the expiration of the initial Lease Term. With regard to the second Option Term, Tenant shall deliver notice (the “Tenant Interest Notice”) to Landlord not more than fifteen (15) months nor less than twelve (12) months prior to the expiration of the first Option Term stating that Tenant is interested in exercising its option for the second Option Term. Landlord shall deliver notice (the “Market Rent Notice”) to Tenant on or before the date which is thirty (30) days after Landlord’s receipt of the Tenant Interest Notice setting forth the Market Rent (the “Landlord’s Option Rent Calculation”). If Tenant wishes to exercise such option, Tenant shall, on or before the earlier of (A) the date occurring nine (9) months prior to the expiration of the first Option Term, and (B) the date occurring thirty (30) days after ▇▇▇▇▇▇’s receipt of the Market Rent Notice, exercise the option by delivering written notice thereof (also, “Tenant’s Exercise Notice”) to Landlord, and upon, and concurrent with, such exercise, Tenant may, at its option, object to the Market Rent contained in the Market Rent Notice, in whole or in part, at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). case (i) OPTION GRANTOR concurrently with Tenant’s objection to the Market Rent contained in the Market Rent Notice, Tenant shall notify OPTION HOLDER promptly in writing deliver to Landlord Tenant’s calculation of the occurrence of any Trigger EventMarket Rent (the “Tenant’s Option Rent Calculation”), it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. and (ii) In the event OPTION HOLDER wishes to exercise parties shall follow the OPTION GRANTOR Optionprocedure, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR of the Exercise Notice and the tender of the applicable aggregate Exercise PriceOption Rent shall be determined, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder as set forth in Section 3 2.2.4, below. In the event that Tenant fails to deliver a Tenant Interest Notice in connection with the second Option Term, Tenant shall nevertheless have been satisfied or waived, shall be deemed the right to be the holder of record of the OPTION GRANTOR Shares issuable upon exercise such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of second Option Term by delivering a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Tenant’s Exercise Notice delivered at least two business days to Landlord not less than nine (9) months prior to the date expiration of the Closing. (c) The OPTION GRANTOR first Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereofTerm, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of and in such 180 day periodcase, the OPTION GRANTOR Second Option cannot Rent shall be exercised as determined by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but Landlord in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of accordance with the Trigger Payment terms set forth in Section 5 of this Agreement to OPTION HOLDER2.2.2, above. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn.

Exercise of Option. (a) The OPTION GRANTOR Subject to the conditions set forth in Section 1.5 hereof, the Option may be exercised by OPTION HOLDERBuyer, in whole or whole, but not in part, at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). date (i) OPTION GRANTOR an Acquisition Proposal or a Superior Acquisition Proposal (as defined in the Merger Agreement) shall notify OPTION HOLDER promptly have received tenders of and paid for in writing excess of 50% of the occurrence of any Trigger Event, it being understood that Fully Diluted Shares (as defined in the giving of such notice by OPTION GRANTOR shall not be Merger Agreement) (a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. "Successful Third-Party Offer") or (ii) a third party has otherwise acquired in excess of 50% of the Fully Diluted Shares. Once Buyer has received notice as set forth herein from any Shareholder that the Option is exercisable, the Option must then be exercised, if at all, within five Business Days. In the event OPTION HOLDER Buyer wishes to exercise the OPTION GRANTOR OptionOption for the Shareholder Shares, OPTION HOLDER Buyer shall deliver to OPTION GRANTOR send a written notice (an the "Exercise Notice") to the Shareholder specifying the total number of OPTION GRANTOR Shares it wishes to purchase. place, the date (iii) Upon not less than one nor more than five Business Days from the giving by OPTION HOLDER to OPTION GRANTOR date of the Exercise Notice (if such date is reasonably practicable for Shareholder performance) and the tender time for the closing of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and such purchase; provided that such date and time may be earlier than one Business Day after the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each Exercise Notice if reasonably practicable. The closing of a purchase of OPTION GRANTOR Shareholder Shares pursuant to this Section 1.2(a) (a the "Closing") shall occur take place at a the place, on a date, the date and at a the time designated by OPTION HOLDER Buyer in an its Exercise Notice delivered Notice, provided that if, at least two business days prior to the date of the ClosingClosing herein provided for, the conditions set forth in Section 1.5 shall not have been satisfied (or waived), Buyer may postpone the Closing until a date within five Business Days after such conditions are satisfied and the term of the Option will be correspondingly extended. (b) Buyer shall not be under any obligation to deliver any Exercise Notice and may allow the Option to terminate without purchasing any Shareholder Shares hereunder; provided however that once Buyer has delivered to the Shareholders an Exercise Notice, subject to the terms and conditions of this Agreement, Buyer shall be bound to effect the purchase as described in such Exercise Notice. (c) The OPTION GRANTOR In the event the Option shall terminate upon is exercised and Buyer or any of its affiliates sells, including by direct disposition, merger or otherwise, the earliest to occur of: (i) the Effective Time Shares so acquired within two years of the Merger; (iidate of such exercise, Buyer shall pay the Shareholders, in respect of each Share acquired thereby, an amount equal to the proceeds received by Buyer or any of its affiliates in respect of such disposition less the Purchase Price. The provisions of this Section 1.2(c) shall be void and of no further force or effect if Buyer acquires 100% of the termination of Company Shares pursuant to the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDERotherwise. (d) Notwithstanding In the foregoingevent the Option is exercised and within two years of the date of exercise of the Option, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of Buyer or any of its representations affiliates acquires (directly or warranties, through a series of transactions) Shares which together with any Shares then owned by Buyer or in material breach of any of its covenants or agreementsaffiliates is in excess of 50% of the Fully Diluted Shares, contained Buyer shall pay each Shareholder an additional sum in this Agreement or respect of each Share acquired by Buyer from the Shareholder equal to the highest tender offer price per share actually paid in the Merger Agreement, or Successful Third-Party Offer less the initial Purchase Price paid to Shareholder at the time the Option was exercised. (iie) a Trigger Payment In the event the Option has been exercised and the consideration per Share to be paid by Buyer pursuant to Section 5 the Offer is increased (the "New Purchase Price"), Buyer shall promptly pay to each Shareholder the product of this Agreement or demand therefor the New Purchase Price multiplied by the number of such Shareholder's Shares as to which the Option has been made and not withdrawnexercised less the initial Purchase Price paid to Shareholder at the time the Option was exercised.

Exercise of Option. (a) The OPTION GRANTOR SIGCORP Option may be exercised by OPTION HOLDERIndiana, in whole or in part, at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER Indiana under circumstances which could entitle OPTION HOLDER Indiana to a termination fee fees under either Section 10.3(a9.3(a) of the Merger Agreement (or Section 9.3(b) of the Merger Agreement, provided that the events specified in Section 10.3(a)(ii)(A9.3(b)(ii) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement occurred (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a SIGCORP Target Party or a closing by which a SIGCORP Target Party becomes a Subsidiarysubsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER Indiana being referred to herein as a "Trigger Event"). (i) OPTION GRANTOR " SIGCORP shall notify OPTION HOLDER Indiana promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR SIGCORP shall not be a condition to the right of OPTION HOLDER Indiana to exercise the OPTION GRANTOR SIGCORP Option. (ii) . In the event OPTION HOLDER Indiana wishes to exercise the OPTION GRANTOR SIGCORP Option, OPTION HOLDER Indiana shall deliver to OPTION GRANTOR SIGCORP a written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR SIGCORP Shares it wishes to purchase. (iii) Upon . If at the giving by OPTION HOLDER time of issuance of any SIGCORP Shares pursuant to OPTION GRANTOR an exercise of all or part of the Exercise Notice and the tender of the applicable aggregate Exercise PriceSIGCORP Option hereunder, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares SIGCORP shall not have redeemed the SIGCORP Rights, or shall have issued any similar securities, then be actually delivered each SIGCORP Share issued pursuant to OPTION HOLDER. (iv) such exercise shall also represent SIGCORP Rights or new rights with terms substantially the same as and at least as favorable to Indiana as are provided under the SIGCORP Rights Agreement or any similar agreement then in effect. Each closing of a purchase of OPTION GRANTOR SIGCORP Shares (a "Closing") shall occur at a place, on a date, date and at a time designated by OPTION HOLDER Indiana in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) . The OPTION GRANTOR SIGCORP Option shall terminate upon the earliest to occur earlier of: : (i) the Effective Time of the Merger; Time; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, 9.1 thereof (other than under circumstances which also constitute upon or during the continuance of a Trigger Event under this Agreement; Event); or (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, period the OPTION GRANTOR SIGCORP Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR the third anniversary of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. (d) date hereof). Notwithstanding the foregoing, the OPTION GRANTOR SIGCORP Option may not be exercised if (i) OPTION HOLDER Indiana is in material breach of any of its material representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement. Upon the giving by Indiana to SIGCORP of the Exercise Notice and the tender of the applicable aggregate Exercise Price, Indiana shall be deemed to be the holder of record of the SIGCORP Shares issuable upon such exercise, notwithstanding that the stock transfer books of SIGCORP shall then be closed or (ii) a Trigger Payment has been paid pursuant that certificates representing such SIGCORP Shares shall not then be actually delivered to Section 5 of this Agreement or demand therefor has been made and not withdrawnIndiana.

Exercise of Option. (a) The OPTION GRANTOR Option may option contained in this Section 2.2 shall be exercised by OPTION HOLDERTenant, if at all, only in whole or the manner set forth in part, at any time or from time this Section 2.2.3. Tenant shall deliver notice (the “Intent Notice”) to time after Landlord not more than fifteen (15) months nor less than ten (10) months prior to the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) expiration of the Merger Agreement initial Lease Term or the first (provided 1st) Option Term (as the case may be), stating that the events specified in Section 10.3(a)(ii)(A) Tenant intends to exercise its option. Concurrently with such Intent Notice, Tenant shall deliver to Landlord Tenant’s calculation of the Merger Agreement Market Rent (the “Tenant’s Option Rent Calculation”). Landlord shall have occurred, although deliver notice (the events specified in Section 10.3(a)(ii)(B“Landlord Response Notice”) thereof need not have occurredto Tenant on or before the date which is thirty (30) days after Landlord’s receipt of the Intent Notice and Tenant’s Option Rent Calculation (the “Landlord Response Date”), stating that (A) Landlord is accepting Tenant’s Option Rent Calculation as the Market Rent, or Section 10.3(b(B) rejecting Tenant’s Option Rent Calculation and setting forth Landlord’s calculation of the Merger Agreement Market Rent (regardless the “Landlord’s Option Rent Calculation”). Within ten (10) business days of whether its receipt of the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a SubsidiaryLandlord Response Notice, Tenant shall deliver written notice to Landlord (the “Exercise Notice”), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred shall set forth Tenant’s election to herein as a "Trigger Event"). either (i) OPTION GRANTOR rescind its Intent Notice, in which event the Lease Term shall notify OPTION HOLDER promptly in writing of expire as then-currently scheduled, and the occurrence of any Trigger EventOption shall terminate, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (ii) In affirm the event OPTION HOLDER wishes to exercise Intent Notice and accept the OPTION GRANTOR OptionMarket Rent contained in the Landlord’s Option Rent Calculation, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase. or (iii) Upon affirm the giving by OPTION HOLDER to OPTION GRANTOR of Intent Notice but rejects the Exercise Notice and Market Rent contained in the tender of Landlord’s Option Rent Calculation, in which event the applicable aggregate Exercise Price, OPTION HOLDER, to parties shall follow the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder procedure set forth in Section 3 have been satisfied or waived2.2.4 below, and the Market Rent shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment determined as set forth in Section 5 2.2.4. Tenant’s failure to timely deliver the Exercise Notice shall be conclusively deemed to constitute Tenant’s rescission of this Agreement its Intent Notice pursuant to OPTION HOLDER. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if alternative (i) OPTION HOLDER is in material breach of any of its representations or warranties), or in material breach of any of its covenants or agreements, contained in this Agreement or in from the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawnimmediately preceding sentence.

Exercise of Option. (a) The OPTION GRANTOR On or after the vesting of any portion of this Option in accordance with Section 2 above, and until termination of this Option in accordance with Section 3 above, the portion of this Option which has vested may be exercised by OPTION HOLDER, in whole or in partpart by the Optionee (or, after Optionee's death, by the successor designated in Section 5 below) upon delivery of the following to the Company at any time its principal executive offices: a. a written notice of exercise which identifies this Agreement and states the number of Shares then being purchased (but no fractional Shares may be purchased); b. a check or cash in the amount of the Exercise Price (or payment of the Exercise Price in such other form of lawful consideration as the Administrator may approve from time to time after (a) cash; (b) check; (c) the Merger Agreement becomes terminable surrender of shares of Common Stock owned by OPTION HOLDER under circumstances the Optionee that have been held by the Optionee for at least six (6) months, which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) surrendered shares shall be valued at Fair Market Value as of the Merger Agreement date of such exercise; (d) the Optionee's promissory note in a form and on terms acceptable to the Administrator; (e) the cancellation of indebtedness of the Company to the Optionee; (f) the waiver of compensation due or accrued to the Optionee for services rendered; (g) provided that a public market for the events specified in Section 10.3(a)(ii)(A) Common Stock exists, a "same day sale" commitment from the Optionee and an NASD Dealer whereby the Optionee irrevocably elects to exercise the Option and to sell a portion of the Merger Agreement shall have occurredshares so purchased to pay for the Exercise Price and whereby the NASD Dealer irrevocably commits upon receipt of such shares to forward the Exercise Price directly to the Company; (h) provided that a public market for the Common Stock exists, although a "margin" commitment from the events specified Optionee and an NASD Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the shares so purchased to the NASD Dealer in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) a margin account as security for a loan from the NASD Dealer in the amount of the Merger Agreement (regardless Exercise Price, and whereby the NASD Dealer irrevocably commits upon receipt of whether such shares to forward the Merger Agreement is actually terminated Exercise Price directly to the Company; or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing any combination of the occurrence foregoing methods of payment or any Trigger Event, it being understood that the giving other consideration or method of such notice by OPTION GRANTOR payment as shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR of the Exercise Notice and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDERapplicable corporate law. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn.

Exercise of Option. (a) The OPTION GRANTOR Option Grantee may be exercised by OPTION HOLDERexercise the Option, in whole or but not in part, at any time or from time to one time after the occurrence of any event as a result of which Grantee is entitled to receive the Termination Fee pursuant to the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER (a "Purchase Event"); provided, however, that except as provided in the last sentence of this Section 2(a), the Option shall terminate and be of no further force and effect upon the earliest to occur of (A) the Effective Time, (B) 18 months after the first occurrence of a Purchase Event, and (C) termination fee under Section 10.3(a) of the Merger Agreement in accordance with its terms prior to the occurrence of a Purchase Event, unless Grantee has the right to receive a Termination Fee following such termination upon the occurrence of certain events, in which case the Option shall not terminate until the later of (provided that x) six 2 months following the events specified in Section 10.3(a)(ii)(Atime such Termination Fee becomes payable and (y) the expiration of the Merger Agreement shall have occurred, although period in which Grantee has such right to receive a Termination Fee. Notwithstanding the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) termination of the Merger Agreement (regardless Option, Grantee shall be entitled to purchase the Option Shares if it has exercised the Option in accordance with the terms hereof prior to the termination of whether the Merger Agreement is actually terminated Option, and the termination of the Option will not affect any rights hereunder which by their terms do not terminate or whether there occurs a closing expire prior to or as of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event")termination. (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (iib) In the event OPTION HOLDER that Grantee wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER shall deliver it will send to OPTION GRANTOR Issuer a written notice (an "Exercise Notice"; the date of which being herein referred to as the "Notice Date") specifying to that effect, which Exercise Notice shall specify the total number of OPTION GRANTOR Shares it Option Shares, if any, Grantee wishes to purchase. (iii) Upon purchase pursuant to this Section 2(b), the giving by OPTION HOLDER to OPTION GRANTOR denominations of the Exercise certificate or certificates evidencing the Option Shares which Grantee wishes to purchase pursuant to this Section 2(b) and a date not earlier than three business days nor later than 20 business days from the Notice and Date for the tender closing of such purchase (an "Option Closing Date"); provided, however, that (i) if a closing of the applicable aggregate Exercise Price, OPTION HOLDER, purchase and sale pursuant to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. Option (iv) Each closing of a purchase of OPTION GRANTOR Shares (a an "Option Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised consummated by reason of any applicable judgment, decree, order, law or regulation, ten business days after the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which such impediment restriction on consummation related to exercise shall have such Option Closing has expired or been removed or shall have become final terminated and not subject to appeal, but in no event under this clause (iiiii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. (d) Notwithstanding without limiting the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach prior notification to or approval of any of its representations regulatory authority is required in connection with any such purchase, Grantee and Issuer shall promptly file the required notice or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or application for approval and shall cooperate in the Merger Agreementexpeditious filing of such notice or application, and the period of time that otherwise would run pursuant to this sentence with respect to any Option Closing, shall run instead from the date on which, as the case may be, (A) any required notification period has expired or been terminated or (iiB) a Trigger Payment any required approval has been paid pursuant obtained, and in either event, any requisite waiting period has expired or been terminated. Any Option Closing will be at an agreed location and time in New York, New York on the applicable Option Closing Date or at such later date as may be necessary so as to Section 5 comply with the provisions of this Agreement or demand therefor has been made and not withdrawnSection 2(b).

Exercise of Option. (a) The OPTION GRANTOR Subject to the two immediately succeeding sentences, the Option may be exercised by OPTION HOLDERAcquisition Co., in whole or in part, at any time or from time to one time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) of Offer Closing Date (as defined in the Merger Agreement Agreement) and until the earlier of (provided that a) immediately following the events specified Closing Date (as defined in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(BAgreement) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement and (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR of the Exercise Notice and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (iib) the termination of the Merger Agreement pursuant in accordance with its terms. The exercise of the Option is conditioned upon Acquisition Co. and the Parent owning in the aggregate, immediately following such exercise, at least ninety percent (90%) of the outstanding shares of Common Stock. The obligation of the Company to Section 10.1 thereofdeliver the Optioned Shares at the Option Closing is subject to the following conditions: (i) any applicable waiting period under the HSR Act relating to the issuance of the Optioned Shares will have expired or been terminated, other than under circumstances which also constitute a Trigger Event under this Agreement; (ii) no provision of any applicable law or regulation and no judgment, injunction or decree shall prohibit the exercise of the Option or the delivery of the Optioned Shares in respect of such exercise and (iii) 180 days following any termination Acquisition Co. shall have accepted for payment pursuant to the Offer shares of Common Stock constituting at least 80% of the Merger Agreement upon or during shares of Common Stock then outstanding. In the continuance event Acquisition Co. wishes to exercise the Option, Acquisition Co. shall give a written notice (the “Notice”) to the Company of its intention to exercise the Option, specifying the number of Optioned Shares to be purchased. Such notice shall be delivered to the Company in accordance with the requirements of Section 7(d), and shall specify a Trigger Event date (or if, which may be the date of such notice) not more than three (3) business days from the date such Notice is given for the purchase of the Optioned Shares. The closing (the “Option Closing”) of the purchase of the Optioned Shares shall take place at the expiration offices of B▇▇▇▇▇▇▇ I▇▇▇▇▇▇▇▇ PC, 3▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, One O▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or at such 180 day periodother location as Acquisition Co. shall elect. If any decree, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decreeinjunction, order, law or regulationregulation shall not permit the purchase of the Optioned Shares to be consummated on the date specified in such Notice, ten business days after the date for the Option Closing shall be as soon as practicable following the cessation of such impediment to exercise shall have been removed or shall have become final and not subject to appealrestriction on consummation, but in any event within two (2) business days thereof, and in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of shall such purchase be consummated after the Trigger Payment set forth in Section 5 termination of this Agreement to OPTION HOLDER. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 2. The Notice shall be revocable by Acquisition Co. at any time prior to the exercise of this Agreement or demand therefor has been made and not withdrawnthe Option.

Exercise of Option. (a) The OPTION GRANTOR An Option may to Extend shall be exercised by OPTION HOLDERTenant, if at all, and only in whole or in part, at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). following manner: (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing at Tenant’s election, Tenant may deliver written notice (the “Option Interest Notice”) to Landlord not more than eighteen (18) months nor less than seventeen (17) months prior to the expiration of the occurrence of any Trigger Eventinitial Lease Term or the first (1st) Option Term, it being understood as applicable, stating that the giving of such notice by OPTION GRANTOR shall not be a condition Tenant is interested in exercising its Option to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. Extend; and (ii) In if Tenant delivers the event OPTION HOLDER Option Interest Notice, Landlord shall, within thirty (30) days following Landlord’s receipt of the Option Interest Notice, deliver notice (the “Option Rent Notice”) to Tenant setting forth Landlord’s good faith determination of the Option Rent; and (iii) in any event, if Tenant wishes to exercise such Option to Extend, whether or not Tenant has given the OPTION GRANTOR OptionOption Interest Notice, OPTION HOLDER shall Tenant shall, not earlier than the date that is eighteen (18) months, and not later than the date that is fifteen (15) months, prior to the expiration of the initial Lease Term or the first (1st) Option Term, as applicable, deliver to OPTION GRANTOR written notice thereof (an "the “Option Exercise Notice"”) specifying the total number to Landlord, which notice shall be Tenant’s irrevocable exercise of OPTION GRANTOR Shares it wishes Tenant’s then-applicable Option to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR of the Exercise Notice and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documentsExtend, and provided that upon, and concurrent with, such exercise, Tenant may, at its option, accept or reject the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder Option Rent set forth in Section 3 have been satisfied the Option Rent Notice (if Tenant has previously delivered an Option Interest Notice). If Tenant exercises its Option to Extend but fails to accept or waivedreject the Option Rent set forth in the Option Rent Notice (if Tenant delivered an Option Interest Notice), then Tenant shall be deemed to be have rejected the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment Rent set forth in Section 5 of this Agreement to OPTION HOLDERthe Option Rent Notice. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn.

Exercise of Option. (a) The OPTION GRANTOR Option may option contained in this Section 2.2 shall be exercised by OPTION HOLDERTenant, if at all, only in whole or the manner set forth in part, at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under this Section 10.3(a) of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER 2.2. Tenant shall deliver to OPTION GRANTOR written notice (an the "Exercise Notice") specifying to Landlord not more than eighteen (18) months nor less than fifteen (15) months prior to the total number expiration of OPTION GRANTOR Shares it wishes the initial Lease Term, stating that Tenant is exercising its option. Concurrently with such Exercise Notice, Tenant shall deliver to purchase. Landlord Tenant's calculation of the Option Rent (iiithe "Tenant's Option Rent Calculation"). Landlord shall deliver notice (the "Landlord Response Notice") Upon to Tenant on or before the giving by OPTION HOLDER to OPTION GRANTOR date which is thirty (30) days after Landlord's receipt of the Exercise Notice and Tenant's Option Rent Calculation, stating that (A) Landlord is accepting Tenant's Option Rent Calculation as the tender Option Rent, or (B) rejecting Tenant's Option Rent Calculation and setting forth Landlord's calculation of the applicable aggregate Exercise PriceMarket Rent (the "Landlord's Option Rent Calculation"). Within ten (10) business days of its receipt of the Landlord Response Notice, OPTION HOLDERTenant may, to at its option, accept the extent permitted by law and OPTION GRANTORMarket Rent contained in the Landlord's organizational documentsOption Rent Calculation. If Tenant does not affirmatively accept or Tenant rejects the Option Rent specified in the Landlord's Option Rent Calculation, and provided that the conditions to OPTION GRANTOR's obligation to issue parties shall follow the OPTION GRANTOR Shares to OPTION HOLDER hereunder procedure set forth in Section 3 have been satisfied or waived2.2.5 below, and the Option Rent shall be deemed to be determined in accordance with the holder terms of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. (d) 2.2.5 below. Notwithstanding the foregoing, Tenant shall be permitted to submit a non-binding notice of interest (the OPTION GRANTOR "Interest Notice") to Landlord not less than eighteen (18) months prior to the expiration of the then Lease Term, and following Landlord's receipt of such Interest Notice, Landlord shall deliver to Tenant not less than sixteen (16) months prior to the expiration of the then Lease Term, Landlord's non-binding estimate of the Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawnRent.

Exercise of Option. (a) The OPTION GRANTOR Option may be exercised by OPTION HOLDERNotice of Exercise: If Purchaser elects to exercise the within option, in whole or in part, Purchaser (at any time or from time to time after during the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(aoption period) shall serve upon Owner written notice of the Merger Agreement (provided that the events exercise thereof by addressing such notice to Owner at his address as specified in Section 10.3(a)(ii)(A) of Exhibit "A" and by depositing such notice, so addressed by certified mail, return receipt requested with postage prepaid, in the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of the occurrence of any Trigger Event, it being understood that the giving United States mail. The deposit of such notice by OPTION GRANTOR in the United States mail as hereinabove specified shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER wishes to exercise the OPTION GRANTOR Optionconstitute service thereof, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR of the Exercise Notice and the tender date of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, such deposit shall be deemed to be the holder date of record service of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDERnotice. (ivb) Each closing of a The purchase of OPTION GRANTOR Shares (a price shall be paid to Owner in accordance with Exhibit "ClosingA.") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option option may be exercised only by notice in writing as aforesaid; no conduct or oral statement by Purchaser or his agents, representatives or employees shall terminate upon the earliest to occur of: (i) the Effective Time constitute an exercise of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDERoption. (d) Notwithstanding Additional Documents: If Purchaser exercises the within option, Owner, without cost to Purchaser (other than the consideration provided for herein or in Exhibit "A") shall execute, acknowledge and deliver to Purchaser, or shall cause the execution, acknowledgment and delivery to Purchaser of, such further instruments as Purchaser may reasonably require in order to confirm unto Purchaser the rights, licenses, privileges and property which are the subject of the within option. If Owner shall fail to execute and deliver or to cause the execution and delivery to Purchaser of any such instruments, Purchaser is hereby irrevocably granted the power coupled with an interest to execute such instruments and to take such other steps and proceedings as may be necessary in connection therewith in the name and on behalf of Owner and as Owner's attorney-in-fact. Owner shall supply all supporting agreements and documentation requested by Purchaser. Without limiting the generality of the foregoing, Owner agrees to execute and deliver to Purchaser concurrently herewith Exhibit "B" (Short Form Option Agreement), which instrument shall become effective immediately and may be recorded by Purchaser with the OPTION GRANTOR Option may not be exercised United States Copyright Office as evidence of the option herein granted to Purchaser, and Owner agrees to cause the publisher or publishers of the Property, if any, and any other person, firm or corporation having or claiming any interest in or to the Property, to execute, acknowledge and deliver to Purchaser promptly upon the execution hereof, quitclaims or assignments in form satisfactory to Purchaser, whereby such publisher or other parties quitclaim to Owner all their right, title and interest (ior acknowledge and agree that they have no such right, title or interest) OPTION HOLDER is in material breach of or to any of its representations or warrantiesthe rights, or in material breach licenses, privileges and property agreed to be granted to Purchaser upon the exercise of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawnoption.

Exercise of Option. (a) The OPTION GRANTOR Indiana Option may be exercised by OPTION HOLDERSIGCORP, in whole or in part, at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER SIGCORP under circumstances which could entitle OPTION HOLDER SIGCORP to a termination fee fees under either Section 10.3(a9.3(a) of the Merger Agreement (or Section 9.3(b) of the Merger Agreement, provided that the events specified in Section 10.3(a)(ii)(A9.3(b)(ii) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement occurred (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a an Indiana Target Party or a closing by which a an Indiana Target Party becomes a Subsidiarysubsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER SIGCORP being referred to herein as a "Trigger Event"). (i) OPTION GRANTOR " Indiana shall notify OPTION HOLDER SIGCORP promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR Indiana shall not be a condition to the right of OPTION HOLDER SIGCORP to exercise the OPTION GRANTOR Indiana Option. (ii) . In the event OPTION HOLDER SIGCORP wishes to exercise the OPTION GRANTOR Indiana Option, OPTION HOLDER SIGCORP shall deliver to OPTION GRANTOR Indiana a written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Indiana Shares it wishes to purchase. (iii) Upon . If at the giving by OPTION HOLDER time of issuance of any Indiana Shares pursuant to OPTION GRANTOR an exercise of all or part of the Exercise Notice and the tender of the applicable aggregate Exercise PriceIndiana Option hereunder, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares Indiana shall not have redeemed the Indiana Rights, or shall have issued any similar securities, then be actually delivered each Indiana Share issued pursuant to OPTION HOLDER. (iv) such exercise shall also represent Indiana Rights or new rights with terms substantially the same as and at least as favorable to SIGCORP as are provided under the Indiana Rights Agreement or any similar agreement then in effect. Each closing of a purchase of OPTION GRANTOR Indiana Shares (a "Closing") shall occur at a place, on a date, date and at a time designated by OPTION HOLDER SIGCORP in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) . The OPTION GRANTOR Indiana Option shall terminate upon the earliest to occur earlier of: : (i) the Effective Time of the Merger; Time; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, 9.1 thereof (other than under circumstances which also constitute upon or during the continuance of a Trigger Event under this Agreement; Event); or (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, period the OPTION GRANTOR Indiana Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR the third anniversary of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. (d) date hereof). Notwithstanding the foregoing, the OPTION GRANTOR Indiana Option may not be exercised if (i) OPTION HOLDER SIGCORP is in material breach of any of its material representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement. Upon the giving by SIGCORP to Indiana of the Exercise Notice and the tender of the applicable aggregate Exercise Price, SIGCORP shall be deemed to be the holder of record of the Indiana Shares issuable upon such exercise, notwithstanding that the stock transfer books of Indiana shall then be closed or (ii) a Trigger Payment has been paid pursuant that certificates representing such Indiana Shares shall not then be actually delivered to Section 5 of this Agreement or demand therefor has been made and not withdrawnSIGCORP.

Exercise of Option. (a) The OPTION GRANTOR Option may shall be exercised by OPTION HOLDER, Tenant only in whole or in part, at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). following manner: (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing an Event of Default must not exist on the delivery date of the occurrence of any Trigger Event, it being understood that the giving of such Interest Notice and Tenant’s Acceptance; (ii) Tenant shall deliver written notice by OPTION GRANTOR shall (“Interest Notice”) to Landlord not be a condition more than twelve (12) months nor less than nine (9) months prior to the right expiration of OPTION HOLDER the Term, stating that Tenant is interested in exercising the Option; (iii) within fifteen (15) business days of Landlord’s receipt of Tenant’s written notice, Landlord shall deliver notice (“Option Rent Notice”) to Tenant setting forth the Option Rent; and (iv) if Tenant desires to exercise such Option, Tenant shall provide Landlord written notice within fifteen (15) business days after receipt of the Option Rent Notice (“Tenant’s Acceptance”) and upon, and concurrent with such exercise, Tenant may, at its option, object to the Option Rent contained in the Option Rent Notice. Tenant’s failure to deliver the Interest Notice or Tenant’s Acceptance on or before the dates specified above shall be deemed to constitute Tenant’s election not to exercise the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER wishes to exercise the OPTION GRANTOR . If Tenant timely and properly exercises its Option, OPTION HOLDER the Term shall deliver to OPTION GRANTOR written notice (an "Exercise Notice") specifying be extended for the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR Option Term upon all of the Exercise terms and conditions set forth in this Lease, except that the rent for the Option Term shall be as indicated in the Option Rent Notice unless Tenant, concurrently with Tenant’s Acceptance, objects to the Option Rent contained in the Option Rent Notice, in which case the parties shall follow the procedure and the tender of the applicable aggregate Exercise PriceOption Rent shall be determined, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder as set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER31(d) below. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn.

Exercise of Option. (a) The OPTION GRANTOR Option may be exercised by OPTION HOLDER, in whole or in part, at any time or from time Optionee during the Option Period by delivery to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) Optioner of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). (i) OPTION GRANTOR shall notify OPTION HOLDER promptly a written notice, substantially in writing of the occurrence of any Trigger Eventform attached hereto as Exhibit A (the “Exercise Notice”), it being understood indicating that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER (A) Optionee is electing to exercise the OPTION GRANTOR Option. Option to acquire Option Shares, (B) the number of Option Shares it is then electing to purchase and the aggregate Option Price payable for such number of Option Shares (the “Exercise Price”) and (C) the custodian bank, broker, dealer or other nominee of Optionee and the applicable account number where the Option Shares then being purchased are to be transferred, and (ii) In the event OPTION HOLDER wishes Exercise Price in immediately available funds. Optioner shall immediately notify the Company’s transfer agent or Optioner’s custodian bank, broker, dealer or other nominee holding the Option Shares on behalf of the Optioner, as the case may be (the “Transferring Party”), of the exercise of the Option and instruct the Transferring Party to exercise immediately transfer the OPTION GRANTOR Optionnumber of Option Shares elected by Optionee to the custodian bank, OPTION HOLDER shall deliver broker, dealer or other nominee of Optionee as communicated to OPTION GRANTOR written notice (an "Optioner by Optionee in the Exercise Notice". Optionee shall provide Optioner and the Transferring Party with any other reference information reasonably requested by the Transferring Party to effectuate the exercise of the Option. Optionee shall cause the Transferring Party to notify the Company of the aforesaid transfer as necessary in order to afford the Optionee with all rights afforded to the Option Shares so purchased, including, but not limited to, rights to stock dividends on, and rights to vote, such Option Shares. The Optioner agrees to use its reasonable commercial efforts to cause the transfer of such Option Shares to Optionee as quickly as practicable and in any event within three (3) specifying the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR business days from Optionee’s delivery of the Exercise Notice and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDEROptioner. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn.

Exercise of Option. (a) 3.01 The OPTION GRANTOR Director may exercise the Option may be exercised by OPTION HOLDER, in whole or in part, at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER with respect to a termination fee under Section 10.3(a) all or part of the Merger Optioned Shares or Optioned Shares remaining unpurchased. 3.02 The Option will be exercised by the Director or his legal personal representative by delivering to the principal business office of the Company in Vancouver, British Columbia or such other place as is designated by the Company from time to time: (a) a notice stating the number of Optioned Shares being purchased; and (b) a certified check or bank draft in favor of the Company drawn in United States dollars for the product of the number of Optioned Shares being purchased and the Exercise Price. 3.03 On exercise of Option, the Company will forthwith cause its transfer agent to deliver to any of the Director, his legal representative or such other person as the Director may otherwise direct in the notice of exercise of the Option a certificate or certificates in the name of any of the Director, his legal representative or such other person as the Director may otherwise direct in the notice of exercise of the Option representing such number of Shares for which payment has been made. 3.04 Nothing in this Agreement obligates or will obligate the Director to purchase or pay for any Optioned Shares except those Optioned Shares in respect of which the Director has exercised the Option in the manner prescribed. 3.05 If the Optioned Shares have not been registered under the Securities Act, the certificate or certificates representing the Optioned Shares, will be endorsed with a legend as follows: THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (provided THE "ACT"), THE DELAWARE STATE SECURITIES ACT OR ANY OTHER APPLICABLE SECURITES ACT AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND SUCH STATE SECURITIES LAWS, OR (2) AT THE OPTION OF THE COMPANY, UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL FOR THE TRANSFEROR, REASONABLY SATISFACTORY TO COUNSEL FOR THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED. 3.06 The Director acknowledges that the events specified Option and the Optioned Shares, if any, are issued pursuant to the exemption from the registration requirements contained in Section 10.3(a)(ii)(A) Regulation D of Rule 504 of the Merger Agreement shall have occurred, although Securities Act and exemption from the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) prospectus and registration requirements of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event").B.C. Act and that: (ia) OPTION GRANTOR shall notify OPTION HOLDER promptly the Shares and the Optioned Shares have not been registered under the Securities Act or any state or provincial securities laws, and are being offered in writing of reliance on certain exemptions contained in the occurrence of any Trigger EventSecurities Act and such state or provincial securities laws; (b) if the Optioned Shares have not been registered under the Securities Act, it being understood that the giving of such notice by OPTION GRANTOR shall Optioned Shares will not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR of the Exercise Notice and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied sold or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur oftransferred except pursuant to: (i) an effective registration statement under the Effective Time of the MergerSecurities Act and any applicable state securities laws; (ii) Rule 144 promulgated under the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998)Securities Act; and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn.or

Exercise of Option. (a) The OPTION GRANTOR Option may be exercised by OPTION HOLDER, in whole or in partpart prior to the termination of this Agreement and after the occurrence of a Triggering Event, as defined in Section 4 hereof. In the event that MAF desires to exercise the Option at any time or from time time, MAF shall notify Bancorp as to time the number of shares of Common Stock it wishes to purchase and a place and date, not less than 2 business days nor more than 10 business days after the Merger Agreement becomes terminable date such notice is given (the "Closing Date"), for the closing of such purchase; provided, however, that notwithstanding the establishment of such Closing Date, the consummation of the exercise of the Option may take place only after all regulatory or supervisory agency approvals required by OPTION HOLDER under circumstances which could entitle OPTION HOLDER any applicable law, rule or regulation shall have been obtained and each such approval shall have become final. Bancorp shall fully cooperate with MAF in the filing of the required notice or application for approval and the obtaining of any such approval. (b) On the Closing Date, MAF shall (i) pay to Bancorp, in immediately available funds by wire transfer to a termination fee under Section 10.3(abank account designated by Bancorp, an amount equal to the Purchase Price multiplied by the number of Option Shares to be purchased on the Closing Date, and (ii) present and surrender this Agreement to Bancorp at the address of the Merger Agreement (provided that the events Bancorp specified in Section 10.3(a)(ii)(A11(f) hereof. (c) On the Closing Date, simultaneously with the delivery of immediately available funds and surrender of this Agreement as provided in Section 2(b) above, (i) Bancorp shall deliver to MAF a certificate or certificates representing the Option Shares to be purchased at such Closing, which Option Shares shall be free and clear of all liens, claims, charges and encumbrances of any kind whatsoever, and, if the Option is exercised in part only, an executed agreement with the same terms as this Agreement evidencing the right to purchase the balance of the Merger Agreement Option Shares hereunder, and (ii) MAF shall have occurreddeliver to Bancorp a letter agreeing that MAF shall not offer to sell or otherwise dispose of the Option Shares in violation of the provisions of this Agreement. (d) Certificates for the Option Shares delivered at each Closing shall be endorsed with a restrictive legend which shall read substantially as follows: THE TRANSFER OF THE STOCK REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO RESTRICTIONS ARISING UNDER THE SECURITIES ACT OF 1933, although AS AMENDED, STATE SECURITIES LAWS AND PURSUANT TO THE TERMS OF AN OPTION AGREEMENT DATED AS OF AUGUST 17, 1998. A COPY OF SUCH OPTION AGREEMENT WILL BE PROVIDED TO THE HOLDER HEREOF WITHOUT CHARGE UPON RECEIPT BY WESTCO BANCORP, INC. OF A WRITTEN REQUEST THEREFOR. The above legend shall be removed by delivery of substitute certificate(s) without the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred)legend if MAF shall deliver to Bancorp a copy of a letter from the staff of the Securities and Exchange Commission, or Section 10.3(b) an opinion of counsel in form and substance reasonably satisfactory to Bancorp and its counsel, to the effect that the legend is not required for purposes of the Merger Agreement Securities Act of 1933, as amended (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event1933 Act"). (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase. (iiie) Upon the giving of written notice of exercise by OPTION HOLDER MAF to OPTION GRANTOR of the Exercise Notice Bancorp and the tender of the applicable aggregate Exercise Pricepurchase price in immediately available funds, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, MAF shall be deemed to be the holder of record of the OPTION GRANTOR Shares shares of Common Stock issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR Bancorp shall then be closed or that certificates representing such OPTION GRANTOR Shares shares of Common Stock shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") MAF. Bancorp shall occur at a place, on a datepay all expenses, and at a time designated by OPTION HOLDER any and all federal, state and local taxes and other charges that may be payable in an Exercise Notice delivered at least two business days prior to connection with the date preparation, issue and delivery of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event stock certificates under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or 2 in the Merger Agreementname of MAF or its assignee, transferee or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawndesignee.

Exercise of Option. (a) The OPTION GRANTOR Option may This option shall be exercised exercisable by OPTION HOLDER, in whole or in part, at any time or from time to time after written notice which shall state the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER election to exercise the OPTION GRANTOR Option. (ii) In option, the event OPTION HOLDER wishes number of shares in respect of which the option is being exercised, and such other representations and agreements as to the holder’s investment intent with respect to such shares of Common Stock as may be required by the Company pursuant to the provisions of the Plan or this Agreement. Such written notice shall be signed by the Optionee or other person entitled to exercise the OPTION GRANTOR Option, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR of the Exercise Notice and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, option pursuant to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 provisions of this Agreement or demand therefor has the Plan and shall be delivered in person or by certified mail to the Secretary of the Company. The written notice shall be accompanied by payment of the purchase price. Payment of the purchase price shall be in cash, currency and/or shares of Common pursuant to the provisions of the Plan. Unless the shares of Common Stock have been made registered under the Securities Act of 1933 pursuant to a registration statement filed on Form S-8 or otherwise, the certificate or certificates for shares of Common Stock as to which the option shall be exercised shall be registered in the name of the Optionee and not withdrawnshall contain the following legend: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO THE DISTRIBUTION THEREOF, AND SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS REGISTERED UNDER SUCH ACT OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT, AND UNLESS SUCH SALE OR TRANSFER IS AUTHORIZED UNDER APPLICABLE STATE LAW.”

Exercise of Option. (a) The OPTION GRANTOR On or after the date any portion of this Option becomes exercisable, but prior to the expiration of this Option in accordance with Paragraphs 3, 4 or 5 above, the portion of this Option that has become exercisable may be exercised by OPTION HOLDER, in whole or in partpart by the Grantee (or, at any time pursuant to this Paragraph 6, by his or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(aher permitted successor) upon delivery of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition following to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR of the Exercise Notice and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur ofCompany: (ia) a written notice of exercise which identifies this Agreement and states the Effective Time number of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998)whole Shares then being purchased; and (ivb) payment any combination of cash (or by OPTION GRANTOR personal check or wire transfer payable to the Company), and/or (i) with the approval of the Trigger Payment set forth Committee, Shares or Shares of Restricted Stock then owned by the Grantee in Section 5 an amount having a combined Fair Market Value on the exercise date equal to the aggregate Option Price of the Shares then being purchased, or (ii) unless otherwise prohibited by law or Company policy, an irrevocable authorization of a third party to sell Shares acquired upon the exercise of this Agreement Option and prompt remittance to OPTION HOLDER. (d) the Company of a sufficient portion of the sale proceeds to pay the entire Option Price and any tax withholdings resulting from such exercise. Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if Grantee (ior any permitted successor) OPTION HOLDER is shall take whatever additional actions, including, without limitation, the furnishing of an opinion of counsel, and execute whatever additional documents the Company may, in material breach its sole discretion, deem necessary or advisable in order to carry out or effect one or more of any of its representations the obligations or warrantiesrestrictions imposed by the Plan, or in material breach of any of its covenants or agreements, contained in this Agreement or applicable law. No Shares shall be issued upon exercise of this Option until full payment has been made. Upon satisfaction of the conditions and requirements of this Paragraph 6 and the Plan, the Company shall credit, in a book entry on the records kept by the Company’s transfer agent, the number of Shares in respect of which this Option shall have been exercised. Upon exercise of this Option (or a portion thereof), the Company shall have a reasonable time to so credit the Common Stock for which this Option has been exercised, and the Grantee shall not be treated as a shareholder for any purposes whatsoever prior to such credit. No adjustment shall be made for cash dividends or other rights for which the record date is prior to the date such Common Stock is recorded as issued and transferred in book entry of the Company’s transfer agent, except as otherwise provided in the Merger Plan or this Agreement. As a further condition to the Company’s obligations under this Agreement, or the Company may require the Grantee’s spouse (iiif any) a Trigger Payment has been paid pursuant to Section 5 execute and deliver to the Company the Consent of this Agreement or demand therefor has been made and not withdrawn.Spouse attached hereto as Exhibit B.

Exercise of Option. (a) The OPTION GRANTOR Subject to the other terms and provisions of this Agreement, the Option may shall be exercised exercisable by OPTION HOLDERwritten notice timely given to the Company by the Optionee (the "EXERCISE NOTICE"), which notice (i) shall state the number of Shares that the Optionee then desires to purchase, and (ii) shall be accompanied by payment in whole or in part, at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) full of the Merger Agreement Option Price for each of such Shares. (provided that the events specified in Section 10.3(a)(ii)(Ab) Payment of the Merger Agreement Option Price shall have occurred, although be made by the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred)following methods, or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event").combination thereof: (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option.cash; (ii) In by delivery of Optionee's secured promissory note in the event OPTION HOLDER wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase.form attached hereto as Attachment I; or (iii) Upon if the giving Shares are Publicly Traded at the time of exercise, by OPTION HOLDER to OPTION GRANTOR surrender of Shares owned by the Exercise Notice and Optionee (the tender "PAYMENT SHARES"), the aggregate Market Price of which shall be credited against the applicable aggregate Exercise Option Price; provided, OPTION HOLDERhowever, that in lieu of actually tendering the Payment Shares, the Optionee may make a constructive exchange 4 of such Payment Shares ("CONSTRUCTIVE EXCHANGE") pursuant to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder procedures set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder subsection (c) of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closingthis Section. (c) The OPTION GRANTOR Optionee shall notify the Company in writing of any election to pay all or a portion of the Option Price using a Constructive Exchange (which notice may be included in the Exercise Notice). Such notice shall terminate upon specify the earliest number of Payment Shares to occur of: be used in the Constructive Exchange and shall include (i) a notarized statement attesting to the number of Payment Shares, if any, that are held by a registered securities broker for the Optionee in "street name", and (ii) the certificate numbers for all Shares, if any, registered in the name of Optionee. Upon receipt of such notice and the required information referred to in the immediately preceding sentence, the Company shall confirm ownership of the Payment Shares by reference to Company records. Upon such confirmation, the Company shall treat the Payment Shares as being constructively exchanged, and accordingly, the Company shall issue to the Optionee a net number of Shares equal to (i) the Effective Time number of Shares subject to the Merger; option exercise for which the Constructive Exchange is being exercised, less (ii) the termination number of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment Payment Shares. The Optionee may elect to exercise shall have been removed or shall have become final and not using a Constructive Exchange any number of times in succession, subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of compliance with the Trigger Payment procedures set forth in Section 5 of this Agreement to OPTION HOLDERherein. (d) Notwithstanding Unless the foregoingCompany and Optionee shall make mutually acceptable alternative arrangements, at the OPTION GRANTOR Option may not time of exercise of the Option, Optionee shall pay to the Company any federal, state and local taxes required by law to be exercised if (i) OPTION HOLDER is paid or withheld in material breach connection with such exercise, which payment shall be made in cash or by delivery of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or Optionee's secured promissory note in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn.form attached hereto as Attachment I.

Exercise of Option. (a) The OPTION GRANTOR Option Parent may be exercised by OPTION HOLDERexercise the ------------------ Option, in whole or in part, at any time or from time to time during the period (the "Option Period") from and including the date hereof through and including the earlier of (i) the date that is 120 days after the purchase of shares of common stock of the Company pursuant to the Offer, or (ii) the date that is 120 days after the date on which the Merger Agreement becomes terminable is terminated pursuant to Section 8.1 thereof, provided, -------- however, that the Option shall terminate (x) with respect to any Subject Shares ------- that are tendered pursuant to the Offer and purchased by OPTION HOLDER under circumstances which could entitle OPTION HOLDER Purchaser thereunder, (y) if the Merger Agreement is terminated pursuant to a Section 8.1(d)(iv) thereof and at the time of such termination fee under Company is not in breach of the Merger Agreement, and (z) if the Merger Agreement is terminated solely because the condition contained in Section 10.3(a7.1(d) of the Merger Agreement (provided that is incapable of being fulfilled. Notwithstanding anything in this Agreement to the events specified contrary, Parent shall be entitled to purchase all Subject Shares in Section 10.3(a)(ii)(A) respect of which it shall have exercised the Option in accordance with the terms hereof prior to the expiration of the Merger Agreement shall have occurredOption Period, although and the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) expiration of the Merger Agreement (regardless Option Period shall not affect any rights hereunder which by their terms do not terminate or expire prior to or as of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event")expiration. (ib) OPTION GRANTOR Parent shall notify OPTION HOLDER promptly in writing not demand appraisal rights under Section 262 of the occurrence DGCL in respect of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR OptionSubject Shares. (iic) In the event OPTION HOLDER If Parent wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER it shall deliver to OPTION GRANTOR Stockholder a written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR of the Exercise Notice and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: effect which specifies (i) the Effective Time number of the Merger; Subject Shares to be purchased from Stockholder and (ii) a date (an "Option Closing Date") not earlier than three business days after the termination date such Exercise Notice is delivered for the consummation of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration purchase and sale of such 180 day periodSubject Shares (an "Option Closing"). If and to the extent necessary to deliver the number of Shares to be purchased pursuant hereto, Stockholder shall exercise vested stock options promptly upon receipt of an Exercise Notice. If the OPTION GRANTOR Option Closing cannot be exercised effected on the Option Closing Date specified in the Exercise Notice by reason of a preliminary or final injunction or any other applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise or because any applicable waiting period under the HSR Act shall not have expired or been removed or shall have become final and not subject to appealterminated, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach Stockholder shall promptly take all such actions as may be reasonably requested by Parent, and shall otherwise fully cooperate with Parent, to cause the elimination of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in all such impediments to the Merger Agreement, or Option Closing and (ii) a Trigger Payment has been paid pursuant the Option Closing Date specified in the Exercise Notice shall be extended to Section 5 the fifth business day following the elimination of this Agreement or demand therefor has been made all such impediments. The place of the Option Closing shall be at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, Four Embarcadero Center, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and not withdrawnthe time of the Option Closing shall be 10:00 a.m. (New York Time) on the Option Closing Date.

Exercise of Option. (ai) The OPTION GRANTOR Subject to the US/Canada Option not having been exercised pursuant to Section 2.1.3, Nestlé may be exercised by OPTION HOLDER, in whole or in part, exercise the US/Canada Option at any time or from time during the Option Period for the US/Canada Option by providing the Company with a signed Option Exercise Notice to time after so exercise the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) of the Merger Agreement (US/Canada Option; provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurredthat, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of the occurrence of any Trigger Event, it being understood that the giving delivery of such notice by OPTION GRANTOR shall Nestlé, such US/Canada Option will be deemed automatically exercised upon the Board delivering to Nestlé written confirmation of the successful achievement of the ▇▇ ▇▇▇▇▇ ▇ First Induction Study Milestone during the Option Period for the US/Canada Option. In the event that the Company cannot reach a decision on whether the ▇▇ ▇▇▇▇▇ ▇ First Induction Study Milestone has been achieved, the Company may elect for such determination to be a condition performed by an independent Third Party expert mutually appointed by the Parties in accordance with the Independent Expert Appointment Procedure. If such independent Third Party expert determines that the ▇▇ ▇▇▇▇▇ ▇ First Induction Study Milestone has been achieved, such determination will be final and binding on the Company and Nestlé and Nestlé will be deemed to have exercised the US/Canada Option. The costs of such independent Third Party expert will be borne by the Company. As consideration for exercising the US/Canada Option pursuant to this Section 2.1.2 and the grant of the US/Canada License on the Option Completion Date for the US/Canada Option as set forth below, Nestlé will pay to the right Company a one-time, non-refundable and non-creditable option exercise payment of OPTION HOLDER [**] pursuant to exercise the OPTION GRANTOR OptionSection 2.1.2(ii). (ii) In On or before the event OPTION HOLDER wishes to exercise Option Completion Date for the OPTION GRANTOR US/Canada Option, OPTION HOLDER shall deliver subject to, (i) there being no (a) material breach to OPTION GRANTOR written notice the representations and warranties set out in the US/Canada License and Section 4.2, (an "Exercise Notice"b) specifying material disclosures against such representations and warranties as set out in Appendix C (as updated) as the total number case may be, and/or (c) material disclosures against any representations and warranties set out in the US/Canada License Agreement, (ii) the performance of OPTION GRANTOR Shares it wishes the obligations and grant of rights under the US/Canada License not being restricted or prohibited under any Applicable Laws (including any export controls) and/or (iii) clearance under any applicable anti-trust rules, Nestlé will pay to purchasethe Company the option exercise payment due pursuant to Section 2.1.2(i) and, simultaneously with such payment: (A) the Company grants to Nestlé the US/Canada License; and (B) the Parties undertake to execute the US/Canada License Agreement. (iii) Upon If (A) Nestlé has not delivered a signed Option Exercise Notice to exercise the giving US/Canada Option in writing by OPTION HOLDER to OPTION GRANTOR (and including) the last day of the Option Period for the US/Canada Option and the ▇▇ ▇▇▇▇▇ ▇ First Induction Study Milestone has not been achieved or (B) Nestlé does deliver a signed Option Exercise Notice to exercise the US/Canada Option and the tender of does not pay the applicable aggregate Exercise Price, OPTION HOLDER, option exercise payment for the US/Canada Option to the extent permitted Company by law or on the Option Completion Date for the US/Canada Option (and OPTION GRANTOR's organizational documentshas not remedied such failure to pay within [**] Business Days), and provided that then the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waivedUS/Canada Option will expire and, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration as of such 180 day periodexpiration, the OPTION GRANTOR Option cannot Company will be exercised by reason of under no further obligations to offer or grant Nestlé any applicable judgment, decree, order, law rights hereunder or regulation, ten business days after such impediment otherwise under the Company Technology to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or Commercialize Products in the Merger Agreement, Field in the US or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawnCanada.

Exercise of Option. (a) The OPTION GRANTOR Option Parent may be exercised by OPTION HOLDERexercise the Option, in ------------------ whole or in part, at any time or from time to time during the period (the "Option Period") from and including the date hereof through and including the earlier of (x) the Effective Time and (y) the date that is six months after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances date on which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated pursuant to Sections 8.1(d)(i) or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by 8.1(e)(i) thereof and (z) the date that is 90 days after the date on which the Merger Agreement becomes so terminable is terminated pursuant to Section 8.1(e)(iii) thereof; provided, however, that the Option shall terminate with respect to any Subject -------- ------- Shares that are tendered pursuant to the Offer and purchased by OPTION HOLDER being referred Purchaser thereunder. Notwithstanding anything in this Agreement to herein the contrary, Parent shall be entitled to purchase all Subject Shares in respect of which it shall have exercised the Option in accordance with the terms hereof prior to the expiration of the Option Period, and the expiration of the Option Period shall not affect any rights hereunder which by their terms do not terminate or expire prior to or as a "Trigger Event")of such expiration. (ib) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER If Parent wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER it shall deliver to OPTION GRANTOR Stockholder a written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR of the Exercise Notice and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: effect which specifies (i) the Effective Time number of the Merger; Subject Shares to be purchased from Stockholder and (ii) a date (an "Option Closing Date") not earlier than three business days after the termination date such Exercise Notice is delivered for the consummation of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration purchase and sale of such 180 day period, Subject Shares (an "Option Closing"). If the OPTION GRANTOR Option Closing cannot be exercised effected on the Option Closing Date specified in the Exercise Notice by reason of a preliminary or final injunction or any other applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise or because any applicable waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), shall not have expired or been removed or shall have become final and not subject to appealterminated, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach Stockholder shall promptly take all such actions as may be requested by Parent, and shall otherwise fully cooperate with Parent, to cause the elimination of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in all such impediments to the Merger Agreement, or Option Closing and (ii) a Trigger Payment has been paid pursuant the Option Closing Date specified in the Exercise Notice shall be extended to Section 5 the fifth business day following the elimination of this Agreement or demand therefor has been made all such impediments. The place of the Option Closing shall be at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ and not withdrawnthe time of the Option Closing shall be 10:00 a.m. (New York Time) on the Option Closing Date.

Exercise of Option. (a) The OPTION GRANTOR Subject to the earlier expiration of this Option as herein provided, this Option may be exercised exercised, by OPTION HOLDER, in whole or in partwritten notice to the Company at its principal executive office addressed to the attention of its Secretary, at any time or and from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) date of the Merger Agreement (grant hereof, but, except as otherwise provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurredbelow, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR this Option shall not be exercisable for more than a condition to percentage of the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (an "Exercise Notice") specifying the total aggregate number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon shares offered by this Option determined by the giving by OPTION HOLDER to OPTION GRANTOR number of full years from the Exercise Notice and the tender date of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior grant hereof to the date of such exercise, in accordance with the Closingfollowing schedule: Less than 1 year 0% 1 year 33 1/3% 2 years 66 2/3% 3 years or more 100% The termination of Optionee’s director relationship with the Company and a Change of Control (as such term is defined below) shall affect Optionee’s rights under this Option as follows: (a) This Option shall terminate and cease to be exercisable upon the termination of Optionee’s director relationship with the Company for cause. For purposes of this Paragraph 2, the term “cause” shall mean (i) Optionee has engaged in gross negligence or willful misconduct in the performance of Optionee’s duties with respect to the Company or (ii) Optionee’s final conviction of a felony or of a misdemeanor involving moral turpitude. (b) If Optionee’s director relationship with the Company terminates for any reason other than for cause, this Option may be exercised by Optionee (or Optionee’s estate or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Optionee) at any time prior to the expiration of ten years from the date of grant hereof, but, except as provided in (c) below, only as to the number of shares Optionee was entitled to purchase hereunder as of the date Optionee’s director relationship with the Company so terminates. (c) The OPTION GRANTOR Option shall terminate upon Notwithstanding the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment schedule set forth in Section 5 of this Agreement to OPTION HOLDER. (d) Notwithstanding the foregoingabove, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER a Change of Control shall occur prior to the date upon which this Option is exercisable in material breach of any of its representations or warrantiesfull as provided in such schedule, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) Optionee’s director relationship with the Company is terminated at any time on or after such Change of Control for any reason other than for cause, and (iii) Optionee has served as a Trigger Payment has been paid pursuant to Section 5 director of the Company continuously from the date of grant of this Agreement Option to the date Optionee’s director relationship with the Company so terminates, then this Option may be exercised in full by Optionee (or demand therefor has Optionee’s estate or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Optionee) at any time prior to the expiration of ten years from the date of grant hereof. For purposes of this Paragraph 2, the term “Change of Control” shall mean: (y) the Company completes the sale of assets having a gross sales price which exceeds 50% of the consolidated total capitalization of the Company (consolidated total stockholders’ equity plus consolidated total long-term debt as determined in accordance with generally accepted accounting principles) as at the end of the last full fiscal quarter prior to the date such determination is made; or (z) any corporation, person or group within the meaning of Section 13(d)(3) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Act”), becomes the beneficial owner (within the meaning of Rule 13d-3 under the Act) of voting securities of the Company representing more than 30% of the total votes eligible to be cast at any election of directors of the Company. This Option shall not be exercisable in any event after the expiration of ten years from the date of grant hereof. The purchase price of shares as to which this Option is exercised shall be paid in full at the time of exercise (a) in cash (including check, bank draft or money order payable to the order of the Company), (b) by delivering to the Company shares of Stock having a fair market value equal to the purchase price (provided such shares have been made owned by Optionee for more than six months, unless this requirement is waived by the Committee), (c) through a “cashless-broker” exercise (through procedures approved by the Committee), (d) by authorizing the Company to withhold shares of Stock issuable upon exercise of this Option having a fair market value equal to the purchase price (through procedures approved by the Committee) or (e) any combination of the foregoing. No fraction of a share of Stock shall be issued by the Company upon exercise of an Option or accepted by the Company in payment of the purchase price thereof; rather, Optionee shall provide a cash payment for such amount as is necessary to effect the issuance and acceptance of only whole shares of Stock. Unless and until a certificate or certificates representing such shares shall have been issued by the Company to Optionee, Optionee (or the person permitted to exercise this Option in the event of Optionee’s death) shall not withdrawnbe or have any of the rights or privileges of a shareholder of the Company with respect to shares acquirable upon an exercise of this Option.

Exercise of Option. (a) The OPTION GRANTOR Option may option contained in this Section 4 shall be exercised by OPTION HOLDERTenant, if at all, only in whole or in part, at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). following manner: (i) OPTION GRANTOR Tenant shall notify OPTION HOLDER promptly in writing deliver written notice ("Interest Notice") to Landlord no sooner than nine (9) months and no later than six (6) months prior to the expiration of the occurrence of any Trigger Eventthen current Lease Term, it being understood stating that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. Tenant is interested in exercising its option; (ii) In Landlord, within thirty (30) days after receipt of the event OPTION HOLDER Interest Notice, shall deliver notice (the "Rent Notice") to Tenant setting forth Landlord's determination of the Base Rent; and (iii) if Tenant wishes to exercise such option, Tenant shall, within the OPTION GRANTOR Optionlater to occur of thirty (30) days after Tenant's receipt of the Rent Notice or five (5) months prior to the expiration of the then current Lease Term, OPTION HOLDER shall deliver to OPTION GRANTOR exercise the option by delivering written notice thereof (an the "Exercise Option Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR of the Exercise Notice Landlord and the tender of the applicable aggregate Exercise Priceupon, OPTION HOLDERand concurrent with, such exercise, Tenant may, at its option, object to the extent permitted Base Rent determined by law and OPTION GRANTOR's organizational documentsLandlord. If Tenant exercises the option to extend but objects to the Base Rent contained in the Rent Notice, and provided that then the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder Base Rent shall be determined as set forth in Section 3 have been satisfied 4.4 below. Failure of Tenant to deliver the Interest Notice to Landlord on or waived, before the date specified in (i) above or to deliver the Option Notice to Landlord on or before the date specified in (iii) above shall be deemed to constitute Tenant's failure to exercise its option to extend. If Tenant timely and properly exercises its option to extend, the Lease Term shall, subject to Section 4.4 below, be extended for the holder of record Option Term upon all of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, terms and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment conditions set forth in Section 5 of this Agreement to OPTION HOLDER. (d) Notwithstanding Lease, except that the foregoing, the OPTION GRANTOR Option may not Base Rent shall be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or as indicated in the Merger AgreementRent Notice or as determined in accordance with Section 4.4, or (ii) a Trigger Payment has been paid pursuant as applicable, and all references herein to Section 5 of this Agreement or demand therefor has been made and not withdrawnthe Lease Term shall include the Option Term.

Exercise of Option. (a) 4.01 The OPTION GRANTOR Consultant may exercise the Option may be exercised by OPTION HOLDER, in whole or in part, at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER with respect to a termination fee under Section 10.3(a) all or part of the Merger Optioned Shares or Optioned Shares remaining unpurchased. 4.02 The Option will be exercised by the Consultant or her legal personal representative by delivering to the principal business office of the Company in Vancouver, British Columbia or such other place as is designated by the Company from time to time: (a) a notice stating the number of Optioned Shares being purchased; and (b) a certified check or bank draft in favor of the Company drawn in United States dollars for the product of the number of Optioned Shares being purchased and the Exercise Price. 4.03 On exercise of Option, the Company will forthwith cause its transfer agent to deliver to any of the Consultant, his legal representative or such other person as the Consultant may otherwise direct in the notice of exercise of the Option a certificate or certificates in the name of any of the Consultant, his legal representative or such other person as the Consultant may otherwise direct in the notice of exercise of the Option representing such number of Optioned Shares for which payment has been made. 4.04 Nothing in this Agreement obligates or will obligate the Consultant to purchase or pay for any Optioned Shares except those Shares in respect of which the Consultant has exercised the Option in the manner prescribed. 4.05 If the Optioned Shares have not been registered under the Securities Act, the certificate or certificates representing the Optioned Shares, will be endorsed with a legend as follows: THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (provided THE "ACT"), THE DELAWARE STATE SECURITIES ACT OR ANY OTHER APPLICABLE SECURITES ACT AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND SUCH STATE SECURITIES LAWS, OR (2) AT THE OPTION OF THE COMPANY, UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL FOR THE TRANSFEROR, REASONABLY SATISFACTORY TO COUNSEL FOR THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED. 4.06 The Consultant acknowledges that the events specified Option and the Optioned Shares, if any, are issued pursuant to the exemption from the registration requirements contained in Section 10.3(a)(ii)(A) Regulation D of Rule 504 of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event").Securities Act and that: (ia) OPTION GRANTOR shall notify OPTION HOLDER promptly the Shares and the Optioned Shares have not been registered under the Securities Act or any state or provincial securities laws, and are being offered in writing of reliance on certain exemptions contained in the occurrence of any Trigger EventSecurities Act and such state or provincial securities laws; (b) if the Optioned Shares have not been registered under the Securities Act, it being understood that the giving of such notice by OPTION GRANTOR shall Optioned Shares will not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR of the Exercise Notice and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied sold or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur oftransferred except pursuant to: (i) an effective registration statement under the Effective Time of the MergerSecurities Act and any applicable state securities laws; (ii) Rule 144 promulgated under the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998)Securities Act; and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn.or

Exercise of Option. (a) The OPTION GRANTOR An Option may to Extend shall be exercised by OPTION HOLDERTenant, if at all, and only in whole or in part, at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). following manner: (i) OPTION GRANTOR at Tenant’s election, Tenant shall notify OPTION HOLDER promptly in writing deliver written notice (the “Option Interest Notice”) to Landlord not more than eighteen (18) months nor less than seventeen (17) months prior to the expiration of the occurrence of any Trigger Eventinitial Lease Term or the first (1st) Option Term, it being understood as applicable, stating that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. Tenant is interested in exercising its Option Extend; (ii) In if Tenant delivers the event OPTION HOLDER Option Interest Notice, Landlord shall, within thirty (30) days following Landlord’s receipt of the Option Interest Notice, deliver notice (the “Option Rent Notice”) to Tenant setting forth Landlord’s good faith determination of the Option Rent; and (iii) if Tenant wishes to exercise such option, whether or not Tenant has given the OPTION GRANTOR OptionOption Interest Notice, OPTION HOLDER shall Tenant shall, on or before the date which is fifteen (15) months prior to the expiration of the initial Lease Term or the first (1st) Option Term, as applicable, deliver to OPTION GRANTOR written notice (an "Exercise Notice") specifying the total number thereof to Landlord, which notice shall be Tenant’s irrevocable exercise of OPTION GRANTOR Shares it wishes Tenant’s Option to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR of the Exercise Notice and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documentsExtend, and provided that upon, and concurrent with, such exercise, Tenant may, at its option, accept or reject the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder Option Rent set forth in Section 3 have been satisfied the Option Rent Notice (if Tenant has previously delivered an Option Interest Notice). If Tenant exercises its Option to Extend the Lease but fails to accept or waivedreject the Option Rent set forth in the Option Rent Notice (if Tenant delivered an Option Interest Notice), then Tenant shall be deemed to be have rejected the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment Rent set forth in Section 5 of this Agreement to OPTION HOLDERthe Option Rent Notice. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn.

Exercise of Option. (a) The OPTION GRANTOR Subject to Section 4 above, on or after the vesting of any portion of this Option in accordance with Sections 2 or 9 hereof, and until termination of the right to exercise this Option in accordance with Section 3.1 above, the portion of this Option which has vested may be exercised by OPTION HOLDER, in whole or in partpart by the Optionee (or, after his or her death, by the person designated in Section 6 below) upon delivery of the following to the Company at its principal executive offices: 5.1 a written notice of exercise which identifies this Agreement (including the Grant Number listed in Section 1.1 above) and states the number of Shares then being purchased (but no fractional Shares may be purchased); 5.2 payment of the Exercise Price by: (i) cash; (ii) check; (iii) the surrender of shares of Common Stock owned by Optionee (provided that shares acquired pursuant to the exercise of options granted by the Company must have been held by the Optionee for the requisite period necessary to avoid a charge to the Company’s earnings for financial reporting purposes), which surrendered shares shall be valued at Fair Market Value as of the date of such exercise; (iv) provided that a public market for the Common Stock exists, a “same day sale” commitment from the Optionee and an NASD Dealer whereby the Optionee irrevocably elects to exercise the Option and to sell a portion of the shares so purchased to pay for the Exercise Price and whereby the NASD Dealer irrevocably commits upon receipt of such shares to forward the Exercise Price directly to the Company; (v) provided that a public market for the Common Stock exists, a “margin” commitment from the Optionee and an NASD Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the shares so purchased to the NASD Dealer in a margin account as security for a loan from the NASD Dealer in the amount of the Exercise Price, and whereby the NASD Dealer irrevocably commits upon receipt of such shares to forward the Exercise Price directly to the Company; or (vi) any time combination of the foregoing methods of payment or Such other form of lawful consideration as the Administrator may approve from time to time after under the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under provisions of Section 10.3(a) 5.3 of the Merger Agreement Plan; 5.3 a check or cash in the amount reasonably requested by the Company to satisfy the Company’s withholding obligations under federal, state or other applicable tax laws with respect to the taxable income, if any, recognized by the Optionee in connection with the exercise of this Option (unless the Company and Optionee shall have made other arrangements for deductions or withholding from Optionee’s wages, bonus or other compensation payable to Optionee, or by the withholding of Shares issuable upon exercise of this Option or the delivery of Shares owned by the Optionee in accordance with Section 11.1 of the Plan, provided that such arrangements satisfy the events specified requirements of applicable tax laws); 5.4 a letter, if requested by the Company, in such form and substance as the Company may require, setting forth the investment intent of the Optionee, or person designated in Section 10.3(a)(ii)(A) 6 below, as the case may be; and 5.5 in accordance with Section 10.2 of the Merger Agreement shall have occurredPlan, although certification by the events specified Optionee, if requested by the Company, in Section 10.3(a)(ii)(B) thereof need not have occurred), a manner acceptable to the Company that he or Section 10.3(b) she is in compliance with the terms and conditions of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (ii) Plan and this Agreement. In the event OPTION HOLDER wishes Optionee fails to exercise comply with the OPTION GRANTOR provisions of paragraphs (i)-(vi) of Section 10.1 of the Plan prior to, or during the six (6) months after, any exercise, payment or delivery pursuant to this Option, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR of the Exercise Notice and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that payment or delivery may be rescinded within two (2) years thereafter. In the stock transfer books event of OPTION GRANTOR any such rescission, Optionee shall then pay to the Company the amount of any gain realized or payment received as a result of the exercise, payment or delivery, in such manner and on such terms and conditions as may be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a daterequired, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior the Company shall be entitled to set-off against the amount of any such gain any amount owed to the date of Participant by the ClosingCompany. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn.

Exercise of Option. (a) The OPTION GRANTOR holder or holders of the Option (the "HOLDER") may be exercised by OPTION HOLDERexercise the Option, in whole or in part, at any time or from time if both an Initial Triggering Event (as defined below) and a Subsequent Triggering Event (as defined below) shall have occurred prior to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) occurrence of the Merger Agreement an Exercise Termination Event (provided as defined below), PROVIDED that the events specified Holder shall have sent notice of such exercise (as required by Section 2(f)) within six months following such Subsequent Triggering Event (or such later date as provided in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"10). (ib) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing Each of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR following shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (an "Exercise NoticeEXERCISE TERMINATION EVENT") specifying the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR of the Exercise Notice and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: : (i) consummation of the Merger at the Effective Time of the Merger; ; (ii) the termination of the Plan of Merger Agreement pursuant to Section 10.1 thereofin accordance with the provisions thereof if such termination occurs before the occurrence of an Initial Triggering Event, other than under circumstances which also constitute except a Trigger Event under this Agreement; termination by Grantee on account of a Listed Termination (as defined below); and (iii) 180 days following any the passage of 18 months (or such longer period as provided in Section 10) after termination of the Plan of Merger Agreement upon if such termination follows the occurrence of an Initial Triggering Event or during is a Listed Termination. For purposes of this Agreement, each of the continuance following terminations of the Plan of Merger in accordance with the provisions thereof shall constitute a "LISTED TERMINATION": (i) termination by Grantee if Issuer's board of directors shall have failed to recommend that the Merger be approved by Issuer's shareholders as required by Section 1.1 of the Plan of Merger, withdrawn such recommendation or modified or changed such recommendation in a manner adverse in any respect to the interests of Grantee; and (ii) termination by Grantee resulting from a material breach by Issuer of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR provision of the Trigger Payment set forth in Section 5 Plan of this Agreement Merger (but only if the breach giving rise to OPTION HOLDER. (dthe termination was willful) Notwithstanding anything to the foregoing, contrary in this Agreement: (i) the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of at any of its representations or warranties, or time when Grantee shall be in material breach of any of its covenants or agreements, agreements contained in the Plan of Merger such that Issuer shall be entitled to terminate the Plan of Merger as a result of a material breach; and (ii) this Agreement shall automatically terminate upon the proper termination of the Plan of Merger (x) by Issuer as a result of the material breach by Grantee of its covenants or agreements contained in the Merger AgreementPlan of Merger, or (iiy) a Trigger Payment has by Issuer or Grantee if the approval by any federal or state governmental agency or authority necessary to consummate the Merger and the other transactions contemplated by the Plan of Merger shall have been paid pursuant to Section 5 denied by final nonappealable action of this Agreement such agency or demand therefor has been made and not withdrawnauthority.

Exercise of Option. (a) The OPTION GRANTOR Option Grantor option may be exercised by OPTION HOLDERAcquiror, in whole or in part, at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER is terminated and a termination fee is payable under circumstances which could would entitle OPTION HOLDER Acquiror to a the termination fee under Section 10.3(a9.2(b)(i) or 9.2(b)(ii) of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (ii) Agreement. In the event OPTION HOLDER Acquiror wishes to exercise the OPTION GRANTOR Grantor Option, OPTION HOLDER Acquiror shall deliver to OPTION GRANTOR Grantor a written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Grantor Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR of the Exercise Notice and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) . Each closing of a purchase of OPTION GRANTOR Grantor Shares (a "Closing") shall occur at a place, on a date, date and at a time designated by OPTION HOLDER Acquiror in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) . The OPTION GRANTOR Grantor Option shall terminate upon the earliest to occur earlier of: : (i) the Effective Time of the Merger; Time; or (ii) two years following the first event that triggers the obligation of Grantor to pay the termination fee under Section 9.2(b)(i) or 9.2(b)(ii) of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, two year period the OPTION GRANTOR Grantor Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten 10 business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. (d) . Notwithstanding the foregoing, the OPTION GRANTOR Grantor Option may not be exercised if (i) OPTION HOLDER Acquiror is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement. Upon the giving by Acquiror to Grantor of the Exercise Notice and the tender of the applicable aggregate Exercise Price, Acquiror shall be deemed to be the holder of record of the Grantor Shares issuable upon such exercise, notwithstanding that the stock transfer books of Grantor shall then be closed or (ii) a Trigger Payment has been paid pursuant that certificates representing such Grantor Shares shall not then be actually delivered to Section 5 of this Agreement or demand therefor has been made and not withdrawnAcquiror.

Exercise of Option. (a) The OPTION GRANTOR Option may be exercised by OPTION HOLDER, in whole or in partLessee shall have the right, at any time or from time its sole option, to time after construct and lease the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of the occurrence of any Trigger Event, Expansion Space; it being understood and agreed that the giving of such notice by OPTION GRANTOR Lessor shall not be obligated to construct the Expansion Space. If Lessee desires to lease the Expansion Space, Lessee shall deliver a condition notice to the right Lessor of OPTION HOLDER its intent to exercise the OPTION GRANTOR Option. Expansion Space Option (ii) “Option Notice”). In the event OPTION HOLDER wishes that Lessee gives the Option Notice, then Lessor shall meet with Lessee to exercise discuss the OPTION GRANTOR Option, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (an "Exercise Notice") specifying possibility of Lessor performing the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR construction of the Exercise Notice Expansion Space, pursuant to mutually acceptable terms and conditions; it being understood and agreed that such meeting shall in no way obligate Lessor to construct the Expansion Space. In the event Lessor and Lessee are unable to agree upon mutually acceptable terms under which Lessor shall construct the Expansion Space, then, Lessee may, but shall not be obligated to, construct the Expansion Space, at Lessee’s sole cost and expense, in which case, the rights to the Existing Expansion Space Approvals and the tender Plans shall be promptly transferred or assigned and delivered by Lessor to Lessee, for the remainder of the applicable aggregate Exercise PriceTerm, OPTION HOLDER, if and to the extent permitted by law and OPTION GRANTOR's organizational documentsapplicable law, and provided that the conditions without cost or expense to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waivedLessee, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated after request by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. (d) Lessee therefor. Notwithstanding the foregoing, however, Lessor shall use commercially reasonable efforts to maintain, renew and seek extensions of the OPTION GRANTOR Existing Expansion Space Approvals, at its sole cost and expense (regardless of whether Lessor or Lessee constructs the Expansion Space). Except for Lessor’s obligations to transfer or assign and deliver the Existing Expansion Space Approvals (and to incur costs and expenses to maintain, renew and seek extensions thereof) and the Plans, any and all costs associated with the construction of the Expansion Space, including, without limitation, the posting of any bonds and escrows and the payment of any Mt. Laurel or COAH fees, shall be borne by the party who is responsible for the construction of the Expansion Space. If Lessee does not give the Option may Notice, the Expansion Space shall not be exercised constructed for Lessee’s benefit; provided, however, Lessor shall retain the right to construct the Expansion Space, at its sole cost and expense, and thereafter lease the Expansion Space to any third party (other than Lessee or an Affiliate of Lessee), only if (i) OPTION HOLDER is Lessee consents to same, which consent shall be in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made Lessee’s sole and not withdrawnabsolute discretion.

Exercise of Option. Provided Tenant shall not then be in default, Tenant may exercise the Option by giving Landlord written notice thereof anytime during the initial term of this Lease or during the term of any Extension Period. Notwithstanding the foregoing or anything to the contrary in this Lease, in the event that, during the last year of the initial term of this Lease or during the last year of the term of any Extension Period, Tenant receives a Notice from Landlord which triggers Tenant’s ROFR under Article XXII of this Lease (asuch period referred to as the “Option Freeze Period”), the ROFR shall supersede the Option and the Option may not be exercised by Tenant. If (i) The OPTION GRANTOR Tenant refuses or fails to exercise an ROFR received during the Option Freeze Period and (ii) the sale of the Leased Premises to the Offeror referenced in the Notice is consummated in accordance with the requirements of Section 22.1, then this Lease and all of its terms and conditions (including the ROFR and the Option) shall nevertheless remain in full force and effect and Landlord and any purchaser or purchasers of the Leased Premises shall be bound thereby, with the exception that the Option may be exercised by OPTION HOLDER, in whole Tenant only during the last year of the initial term of this Lease or in part, during the last year of any Extension Period and at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(apurchase price of one hundred percent (100%) of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) “fair market value” of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). Leased Premises. If (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER Tenant refuses or fails to exercise an ROFR received during the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR of the Exercise Notice Option Freeze Period and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination sale of the Merger Agreement pursuant Leased Premises to Section 10.1 thereofthe Offeror referenced in the Notice is not consummated, then Tenant’s right to exercise the Option shall be reinstated and all of other than under circumstances which also constitute a Trigger Event under this Agreement; terms and conditions (iiiincluding the ROFR) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise Lease shall have been removed or shall have become final remain in full force and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDEReffect. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn.

Exercise of Option. (a) The OPTION GRANTOR Subject to the earlier expiration of this Option as herein provided, this Option may be exercised exercised, by OPTION HOLDER, in whole or in partwritten notice to the Company at its principal executive office addressed to the attention of its Chief Executive Officer, at any time or and from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) date of the Merger Agreement (grant hereof, but, except as otherwise provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurredbelow, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR this Option shall not be exercisable for more than a condition to percentage of the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (an "Exercise Notice") specifying the total aggregate number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon shares offered by this Option determined by the giving by OPTION HOLDER to OPTION GRANTOR number of full years from the Exercise Notice and the tender date of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior grant hereof to the date of such exercise, in accordance with the Closingfollowing schedule: Fran▇ ▇. ▇▇▇▇ ▇▇▇statutory Stock Option Agreement PERCENTAGE OF SHARES NUMBER OF FULL YEARS THAT MAY BE PURCHASED -------------------- --------------------- Less than 1 year 0% 1 year 20% 2 years 40% 3 years 60% 4 years 80% 5 years or more 100% The foregoing schedule notwithstanding, this Option shall become exercisable in full upon the occurrence of an "Initial Public Offering" (as such term is defined in D.2(d) of the Stockholders' Agreement, dated April 2, 1996, between Enron Capital & Trade Resources Corp., Mystery Acquisition, Inc. (now known as Mariner Holdings, Inc.) and certain other parties.) In addition, notwithstanding the terms of the Plan or this Agreement (including, but not limited to, the foregoing schedule), Employee shall be entitled to exercise any unvested portion of this Option to the extent, but only to the extent, necessary to allow Employee to sell shares of Stock Employee is actually selling pursuant to Section D.3(c) of that certain Stockholders' Agreement, dated April 2, 1996, between Enron Capitol & Trade Resources Corp., Mystery Acquisition, Inc. (now known as Mariner Holdings, Inc.) and certain other parties, as amended (it being the intent of the parties that Employee first sell shares of Stock he already owns, then shares of Stock issuable on exercise of any portion of this Option then vested, and finally, if necessary, shares of Stock issuable on exercise of any portion of this Option not then vested). This Option may be exercised only while Employee remains an employee or consultant of the Company, except that: (a) If Employee dies, becomes disabled, retires, is terminated by the Company without "Cause" or voluntarily terminates his employment for "Good Reason", this Option shall immediately become exercisable in full and shall remain fully exercisable until the expiration of the seven year Option period described below. (b) If Employee voluntarily terminates his employment other than for "Good Reason", this Option shall remain exercisable at any time during the thirty day period immediately following such termination of employment but only as to the number of shares Employee was entitled to purchase hereunder as of the date Employee's employment so terminates and at the end of such thirty day period this Option shall terminate and cease to be exercisable. (c) The OPTION GRANTOR If Employee's employment is terminated by the Company for "Cause" this Option shall terminate upon the earliest immediately and shall cease to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDERexercisable. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn.

Exercise of Option. (a) The OPTION GRANTOR Option may option contained in this Section 2.M shall be exercised by OPTION HOLDERTenant, if at all, only in whole or in part, at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). following manner: (i) OPTION GRANTOR Tenant shall notify OPTION HOLDER promptly in writing deliver written notice ("Interest Notice") to Landlord on or before the date which is not more than twelve (12) months nor less than nine (9) prior to the expiration of the occurrence of any Trigger EventLease Term as extended by this First Amendment, it being understood stating that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. Tenant is interested in exercising its option; (ii) In Landlord, after receipt of Tenant's notice, shall deliver notice (the event OPTION HOLDER "Option Rent Notice") to Tenant not less than eight (8) months prior to the expiration of the Lease Term as extended by this First Amendment, setting forth the proposed Option Rent; and (iii) if Tenant wishes to exercise such option, Tenant shall, on or before the OPTION GRANTOR Optionearlier of (A) the date occurring seven (7) months prior to the expiration of the Lease Term as extended by this First Amendment, OPTION HOLDER shall and (B) the date occurring thirty (30) days after Tenant's receipt of the Option Rent Notice, exercise the option by delivering the Option Notice to Landlord and upon and concurrent with such exercise, Tenant may, at its option, object to the Option Rent contained in the Option Rent Notice. Failure of Tenant to deliver the Interest Notice to OPTION GRANTOR written notice Landlord on or before the date specified in (an "Exercise Notice"i) specifying above or to deliver the total number of OPTION GRANTOR Shares it wishes Option Notice to purchase. Landlord on or before the date specified in (iii) Upon above shall be deemed to constitute Tenant's failure to exercise its option to extend. If Tenant timely and properly exercises its option to extend, the giving by OPTION HOLDER to OPTION GRANTOR Lease Term shall be extended for the Option Term upon all of the Exercise terms and conditions set forth in the Lease, except that the Rent shall be as indicated in the Option Rent Notice unless Tenant, concurrently with Tenant's acceptance, objects to the Option Rent contained in the Option Rent Notice, in which case the parties shall follow the procedure and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder Option Rent shall be determined as set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER2.M.iii below. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn.

Exercise of Option. Notwithstanding anything in the SPA to the contrary, the Purchaser shall exercise the Option (and purchase the Retained Interests from the Sellers) on the Amendment Closing for a purchase price consisting solely of the issuance by Net Element of 3,333,333 shares (the "Option Shares") of NETE Stock , which Option Shares shall be delivered to the Sellers at the Amendment Closing. The Option Shares shall be allocated among and issued to the Sellers in accordance with each Seller's relative percentage ownership of the Retained Interests as set forth in Schedule III of the SPA. On the Amendment Closing, each of the Sellers shall deliver to the Purchaser stock certificates representing all of the Retained Interests owned by such Seller as set forth in Schedule III of the SPA duly endorsed or accompanied by duly executed assignment documents reasonably acceptable to the Purchaser in blank. Each of the Sellers hereby represents, warrants and covenants to the Purchaser that: (a) The OPTION GRANTOR Option may be exercised by OPTION HOLDERsuch Seller is the sole and exclusive owner of such Retained Interests free and clear of all liens, in whole or in part, at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing claims and encumbrances of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary)kind, any and will transfer and deliver to the Purchaser at the Amendment Closing valid title to such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing Retained Interests free and clear of the occurrence all liens, claims and encumbrances of any Trigger Eventkind; (b) such Seller is not a party to any option, it being understood that warrant, right, call, pledge, put or other contract, agreement, instrument, document or arrangement providing for the giving disposition or acquisition of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR of the Exercise Notice and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. Retained Interests; (c) The OPTION GRANTOR Option shall terminate upon neither the earliest to occur of: (i) execution and delivery of this Amendment nor the Effective Time consummation of the Merger; (ii) transactions contemplated by this Section 2 will, with or without the termination passage of the Merger Agreement pursuant time or both, conflict with, result in a breach or violation of or require any authorization, consent, approval or other action by or notice to Section 10.1 thereofany Person under any contract, other than under circumstances agreement, instrument, document or arrangement to which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon such Seller is bound or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final affected; and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. (d) Notwithstanding the foregoingthere are no actions, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations suits, proceedings, orders or warranties, investigations pending or in material breach of any of its covenants or agreements, contained in threatened against such Seller which would adversely affect such Seller's performance under this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn2.

Exercise of Option. (a) The OPTION GRANTOR Extension Option may shall be exercised by OPTION HOLDERTenant, if at all, only in whole or in part, at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). following manner: (i) OPTION GRANTOR Tenant shall notify OPTION HOLDER promptly in writing deliver written notice ("Interest Notice") to Landlord not more than nine (9) months nor less than eight (8) months prior to the expiration of the occurrence of any Trigger Event, it being understood initial Lease Term stating that Tenant may be interested in exercising the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Extension Option. ; (ii) In Landlord, after receipt of Tenant's notice, shall deliver notice (the event OPTION HOLDER "Option Rent Notice") to Tenant not less than seven (7) months prior to the expiration of the initial Lease Term setting forth the Option Rent; and (iii) if Tenant wishes to exercise the OPTION GRANTOR Extension Option, OPTION HOLDER shall deliver Tenant shall, on or before the date (the "Exercise Date") which is six (6) months prior to OPTION GRANTOR the expiration of the initial Lease Term, exercise the Extension Option by delivering written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes thereof to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR Landlord. Concurrently with Tenant's delivery of the Exercise Notice and the tender Notice, Tenant may object, in writing, to Landlord's determination of the applicable aggregate Exercise Price, OPTION HOLDER, to Fair Market Rental Rate for the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder Option Term set forth in the Option Rent Notice , in which event the Fair Market Rental Rate shall be determined pursuant to Section 3 have been satisfied or waived4 below. If Tenant timely delivers the Exercise Notice but fails to timely object in writing to Landlord's determination of the Fair Market Rental Rate for the Option Term set forth in the Option Rent Notice, then Tenant shall be deemed to have accepted Landlord's determination thereof and the following provisions of Section 4 shall not apply. Tenant's failure to deliver the Interest Notice or Exercise Notice on or before the applicable delivery dates therefor specified hereinabove shall be the holder of record deemed to constitute Tenant's waiver of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDERExtension Option. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn.

Exercise of Option. (a) The OPTION GRANTOR Option may shall be exercised by OPTION HOLDER, Tenant only in whole or in part, at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). following manner: (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR Tenant shall not be a condition in default, and shall not have been in default under the Lease more than once; (ii) Tenant shall deliver written notice (“Interest Notice”) to Landlord not more than fifteen (15) months nor less than nine (9) months prior to the right expiration of OPTION HOLDER the Term, stating that Tenant is interested in exercising the Option, (iii) within fifteen (15) business days of Landlord’s receipt of Tenant’s written notice, Landlord shall deliver notice (“Option Rent Notice”) to Tenant setting forth the Option Rent; and (iv) Tenant shall provide Landlord written notice (“Tenant’s Rent Notice”) within five (5) business days after receipt of the Option Rent Notice, in which Tenant may, at its option, object to the Option Rent contained in the Option Rent Notice. Tenant’s failure to deliver the Interest Notice on or before the dates specified above shall be deemed to constitute Tenant’s election not to exercise the OPTION GRANTOR Option. (ii) In . Tenant’s failure to deliver the event OPTION HOLDER wishes Tenant’s Rent Notice on or before the date specified above shall be deemed to exercise the OPTION GRANTOR Option, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR constitute Tenant’s approval of the Exercise Notice and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder Option Rent set forth in the Option Rent Notice. If Tenant timely and properly exercises its Option, the Term shall be extended for the Option Term upon all of the terms and conditions set forth in the Lease, except that the rent for the Option Term shall be as indicated in the Option Rent Notice unless Tenant objects in Tenant’s Rent Notice to the Option Rent contained in the Option Rent Notice, in which event Landlord and Tenant shall use their best good faith efforts to agree upon the Market Rent. If Landlord and Tenant fail to reach agreement within fifteen (15) days following Tenant’s Acceptance (the “Outside Agreement Date”), then three (3) arbitrators shall be selected pursuant to Section 3 have been satisfied or waived31(d) below and within three (3) business days following such selection, each party shall submit to each other and to the arbitrators a separate determination of the Market Rent. Tenant’s failure to timely submit its determination of Market Rent shall be deemed acceptance of Landlord’s submitted determination of Market Rent. If Tenant’s and Landlord’s submitted Market Rent are within five percent (5%) of each other, the Market Rent shall be deemed to be Landlord’s submitted Market Rent. If Landlord’s submitted Market Rent is more than 5% higher than Tenant’s submitted Market Rent, then the holder of record of parties shall follow the OPTION GRANTOR Shares issuable upon such exerciseprocedure and the Option Rent shall be determined, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment as set forth in Section 5 of this Agreement to OPTION HOLDER31(d) below. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn.

Exercise of Option. (a) The OPTION GRANTOR Option may option contained in this Extension Rider shall be exercised by OPTION HOLDERTenant, if at all, only in whole or in part, at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). following manner: (i) OPTION GRANTOR Tenant shall notify OPTION HOLDER promptly in writing deliver written notice to Landlord not less than fourteen (14) months prior to the expiration of the occurrence of any Trigger Event, it being understood initial Lease Term stating that the giving of such notice by OPTION GRANTOR shall not Tenant may be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. interested in exercising its option; (ii) In Landlord, after receipt of Tenant's notice, shall deliver notice (the event OPTION HOLDER "Option Rent Notice") to Tenant not less than thirteen (13) months prior to the expiration of the initial Lease Term setting forth Landlord's good-faith determination of the Fair Market Rental Rate for the Option Rent; and (iii) if Tenant wishes to exercise such option, Tenant shall, on or before the OPTION GRANTOR Optiondate (the "Exercise Date") which is the later of (A) the date occurring twelve (12) months prior to the expiration of the initial Lease Term, OPTION HOLDER shall deliver to OPTION GRANTOR and (B) the date occurring thirty (30) days after Tenant's receipt of the Option Rent Notice, exercise the option by delivering written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes thereof to purchase. (iii) Upon the giving by OPTION HOLDER Landlord, and upon and concurrent with such exercise, Tenant may, at its option, object to OPTION GRANTOR Landlord's determination of the Exercise Notice Fair Market Rental Rate for the Option Rent contained in the Option Rent Notice, in which case the parties shall follow the procedure and the tender of Fair Market Rental Rate for the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder Option Term shall be determined as set forth in Section 3 have been satisfied 4 below. If Tenant does not timely object to Landlord's determination of the Option Rent, Landlord's determination shall be conclusive and the arbitration procedures in Section 4 below shall not be applicable. Tenant's failure to deliver the Exercise Notice on or waived, before the Exercise Date shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any Tenant's waiver of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawnextension right hereunder.

Exercise of Option. Tenant shall have the right (athe "Renewal Option") The OPTION GRANTOR to extend the Term for one (1) period of five (5) Lease Years (a "Renewal Period") provided (i) Tenant gives written notice to Landlord of its election to exercise its Renewal Option may at least 270 days prior to the Expiration Date, (ii) Tenant specifies in such notice all amendments to the provisions of this Lease for the Renewal Period ("Proposed Amendments"), other than the amount of Base Rental which shall be exercised determined pursuant to Sections 28.2 through 28.4 below, inclusive), and (iii) no Event of Default exists beyond any applicable notice and cure period at the time Tenant exercises its Renewal Option. Tenant shall not make any Proposed Amendments except those that would conform this Lease to market based conditions then prevailing for buildings of comparable type and quality in the northern Virginia metropolitan area. Within ten (10) business days after Landlord's receipt of Tenant's renewal notice, Landlord shall notify Tenant of those Proposed Amendments, if any, acceptable to Landlord and of those Proposed Amendments that Landlord has rejected. If Landlord shall so reject any Proposed Amendments, Tenant shall have the right, by OPTION HOLDERwritten notice delivered to Landlord within five (5) business days after Tenant's receipt of Landlord's notice contemplated by the next preceding sentence, in whole or in part, at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) withdraw its exercise of the Merger Agreement Renewal Legend. If Landlord and Tenant shall mutually agree on which, if any, Proposed Amendments shall be included in this Lease for the Renewal Period (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being Proposed Amendments mutually agreed on are referred to herein as a "Trigger EventApproved Amendments"). (i) OPTION GRANTOR , then the parties shall notify OPTION HOLDER promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition commence to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR of the Exercise Notice and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documentsnegotiate, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business within 30 days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day periodthereafter reach agreement on, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgmentfinal form of, decree, order, law or regulation, ten business days after an Amendment to this Lease providing for such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDERApproved Amendments. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn.

Exercise of Option. (a) The OPTION GRANTOR Option may be exercised by OPTION HOLDERParent, in whole or whole, but not in part, at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER is terminated and the Company has become obligated to a termination fee under Section 10.3(a) of pay the Merger Agreement Termination Fee (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). (i) OPTION GRANTOR The Company shall notify OPTION HOLDER Parent promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR the Company shall not be a condition to the right of OPTION HOLDER Parent to exercise the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER Parent wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER Parent shall deliver to OPTION GRANTOR the Company written notice thereof (an the "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase). (iii) Upon the giving by OPTION HOLDER Parent to OPTION GRANTOR the Company of the Exercise Notice and the tender of the applicable aggregate Exercise Price, OPTION HOLDERParent, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTORthe Company's obligation to issue the OPTION GRANTOR Company Shares to OPTION HOLDER Parent hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Company Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR the Company shall then be closed or that certificates representing such OPTION GRANTOR the Company Shares shall not then be actually delivered to OPTION HOLDERParent. (iv) Each The closing of a the purchase of OPTION GRANTOR Company Shares (a the "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER Parent in an the Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time Date of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 9.1 thereof other than pursuant to (x) Section 9.1(g) thereof, other than under circumstances which also constitute a Trigger Event under this Agreement(y) 9.1(j) thereof or (z) if an Acquisition Proposal with respect to the Company has been publicly disclosed to the shareholders of the Company (and not withdrawn or terminated) prior to the Company Meeting, Section 9.1(c) thereof; (iii) 180 days to the extent that (x) an Acquisition Proposal with respect to the Company has been publicly disclosed to the shareholders of the Company (and not withdrawn or terminated) prior to the Company Meeting, (y) the Merger Agreement is terminated pursuant to Section 9.1(c) thereof and (z) the Company does not enter into any agreement providing for the consummation of an Acquisition Proposal with respect to the Company (it being understood that no confidentiality agreement with respect to an Acquisition Proposal shall constitute such an agreement) and no Acquisition Proposal with respect to the Company shall have been consummated, in each case, during the twelve month period following any the termination of the Merger Agreement upon or during Agreement, twelve months after the continuance date of such termination; and (iv) 30 days following a Trigger Event (or if, at the expiration of such 180 30 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iiiiv) later than May 10, 1998180 days following such Trigger Event); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised and shall terminate if (ix) OPTION HOLDER any of the representations and warranties of Parent contained in this Company Stock Option Agreement or the Merger Agreement, which are qualified as to materiality, were or shall be inaccurate in any respect, or any of the representations and warranties of Parent contained herein or therein, which are not so qualified, were or shall be inaccurate in any material respect, in each case, (1) when made, (2) as of the date of any termination of the Merger Agreement and (3) as of the date of any purported exercise of the Option, in the case of clauses (2) and (3), as if made as of the date of such termination or purported exercise, respectively (except for representations and warranties that by their express provisions are made as of a specific date or dates, which shall only be deemed inaccurate to the extent that they were or shall have been inaccurate at such times as stated therein), or (y) at the time of termination of the Merger Agreement or any purported exercise of the Option, Parent is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this the Merger Agreement or in the Merger this Company Stock Option Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn.

Exercise of Option. (a) The OPTION GRANTOR Option may be exercised by OPTION HOLDER, in whole or in part, at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition Subject to the right other terms and provisions of OPTION HOLDER to exercise this Agreement, the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER Options shall deliver to OPTION GRANTOR be exercisable by written notice timely given to Unocal by the Optionee (an the "Exercise Notice"), which notice (i) specifying shall state the total number of OPTION GRANTOR Shares it wishes that the Optionee then desires to purchase, and (ii) shall be accompanied by payment in full of the Option Price for each of such Shares. Unless Unocal and Optionee shall have made mutually acceptable alternative arrangements, payment of the Option Price shall be made in cash or by surrender of Shares owned by the Optionee (the "Payment Shares"), the aggregate Fair Market Value of which shall be credited against the Option Price; provided, however, that in lieu of actually tendering the Payment Shares, the Optionee may make a constructive exchange by relinquishing Shares ("Constructive Exchange") represented by the then exercisable portion of the Options hereby granted, as set forth in subsection (b) of this Section. (iiib) Upon The Optionee shall notify Unocal in writing of any election to pay all or a portion of the giving by OPTION HOLDER to OPTION GRANTOR Option Price using a Constructive Exchange (which notice may be included in the Exercise Notice). Such notice shall specify the portion of the Exercise Notice and Price which is to be paid by the tender Constructive Exchange. Upon receipt of such notice, Unocal shall compute the number of Shares deemed to be relinquished in the Constructive Exchange (the "Relinquished Shares") which shall be equal to (A) the portion of the applicable aggregate Exercise PricePrice which is to be paid by the Constructive Exchange, OPTION HOLDER, to divided by (B) the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Fair Market Value per Share. The Relinquished Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a dateconstructively exchanged, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior accordingly, Unocal shall issue to the date Optionee a net number of Shares equal to (i) the Closingnumber of Shares subject to the option exercise for which the Constructive Exchange is being exercised, less (ii) the Relinquished Shares. Upon any Constructive Exchange, the Options shall terminate as to the Relinquished Shares and the Company shall have no further obligation to issue and deliver any Relinquished Shares pursuant hereto. (c) The OPTION GRANTOR Option Unless Unocal and Optionee shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or ifmake mutually acceptable alternative arrangements, at the expiration time of such 180 day periodexercise of the Options, the OPTION GRANTOR Option cannot Optionee shall pay to Unocal (or the Company, if so directed by Unocal) any federal, state and local taxes required by law to be exercised by reason of any applicable judgment, decree, order, law paid or regulation, ten business days after withheld in connection with such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDERexercise. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn.

Exercise of Option. (a) The OPTION GRANTOR Option may shall be exercised by OPTION HOLDER, Tenant only in whole or in part, at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). following manner: (i) OPTION GRANTOR there shall notify OPTION HOLDER promptly in writing exist no monetary default or non-monetary Event of Default by Tenant on the delivery date of the occurrence Interest Notice or on the date of any Trigger Event, it being understood that the giving of such Tenant’s Acceptance; (ii) Tenant shall deliver written notice by OPTION GRANTOR shall (“Interest Notice”) to Landlord not be a condition more than twelve (12) months nor less than nine (9) months prior to the right expiration of OPTION HOLDER the Lease Term, stating that Tenant is interested in exercising the Option, (iii) within fifteen (15) business days of Landlord’s receipt of Tenant’s written notice, Landlord shall deliver notice (“Option Rent Notice”) to Tenant setting forth the Option Rent; and (iv) if Tenant desires to exercise such Option, Tenant shall provide Landlord written notice within five (5) business days after receipt of the Option Rent Notice (“Tenant’s Acceptance”) and upon, and concurrent with such exercise, Tenant may, at its option, object to the Option Rent contained in the Option Rent Notice. Tenant’s failure to deliver the Interest Notice or Tenant’s Acceptance on or before the dates specified above shall be deemed to constitute Tenant’s election not to exercise the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER wishes to exercise the OPTION GRANTOR . If Tenant timely and properly exercises its Option, OPTION HOLDER the Term shall deliver to OPTION GRANTOR written notice (an "Exercise Notice") specifying be extended for the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR Option Term upon all of the Exercise Notice terms and conditions set forth in the Lease, except that the rent for the Option Term shall be as indicated in the Option Rent Notice, unless Tenant, concurrently with Tenant’s Acceptance, objects to the Option Rent contained in the Option Rent Notice, in which case the parties shall follow the procedure and the tender of the applicable aggregate Exercise PriceOption Rent shall be determined, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder as set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER8(c) below. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn.

Exercise of Option. (a) The OPTION GRANTOR 2.1 Each Shareholder and each Option may be exercised by OPTION HOLDER, in whole or in part, at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement Holder shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) individual right to claim the allocation of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred new Ordinary Shares up to herein as a "Trigger Event"). (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Ordinary Shares it wishes set forth opposite its name in Schedule I from the Company (“Option”) by notice to purchase.the Company using the form set out in Schedule II (the “Exercise Notice”) which shall also contain the exact percentage of new Ordinary Shares claimed by this Shareholder or this Option Holder in relation to the total number of New Shares set forth opposite his/her name in Schedule I. (iii) Upon 2.2 After having received an Exercise Notice, the giving Management Board shall, without undue delay, subject to its duly and properly executed discretion, offer subscription to the Shareholders and the Option Holders by OPTION HOLDER to OPTION GRANTOR announcing the content of the Exercise Notice received using the forms set out in Schedules IV (“Subscription Offer”), however, subject to the stipulation set out in SECTION 4, according to which each Shareholder / Option Holder shall pay or make adequate arrangements satisfactory to the Company to satisfy all Tax-Related Items, if applicable. Each Shareholder and each Option Holder intending to participate in the tender utilization of the applicable aggregate Authorized Capital I (“Capital Increase”) must fill in and sign its subscription declaration in duplicate as provided in sample form by Schedules V (“Subscription Declaration”) together with the Subscription Offer within a period of three weeks from the day of receipt of the Subscription Offer (“Exercise PricePeriod”). In case a Shareholder or an Option Holder does not duly deliver such properly filled in and signed Subscription Declaration in duplicate within the Exercise Period, OPTION HOLDERsuch Shareholder / Option Holder may not participate in such Capital Increase and is deemed to have waived its right to participate in such Capital Increase. 2.3 A Shareholder / an Option Holder shall (i) only subscribe for up to the amount of Ordinary Shares equal to the percentage set out in the Exercise Notice in relation to the number of Ordinary Shares set forth opposite its name in Schedule I and (ii) only subscribe for up to the amount still available to such Shareholder / Option Holder due to previous participation(s) in the exercise of Options granted by this Agreement (if any). In case the Option results in a fraction of Ordinary Shares, the Management Board herewith is authorized, at its sole discretion, to round fractions of Ordinary Shares, i.e. to round 4 and below down, but to round 5 and above up, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDERnext whole Ordinary Share amount. (iv) Each closing 2.4 After receipt of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior and before sending a Subscription Offer to each Shareholder / each Option Holder, the Management Board shall, subject to its duly and properly executed discretion, pass, without undue delay (unverzüglich), a resolution to make use of the Authorized Capital I as stated in Sec. 4 para. 8 of the Articles of Association (by using the draft resolution in Schedule III) to issue new Ordinary Shares (“New Shares”) in the amount up to the date total number of shares which Shareholders / Option Holders have permissibly subscribed to. The Management Board may also, in its sole discretion, serve the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: Options by utilization of (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereofa contingent capital created for such purpose, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreementany, or (ii) own Ordinary Shares (eigene Aktien), if any available for such purpose, provided that in any case of (i) and (ii) the relation of the number of Ordinary Shares held by each Shareholder / each Option Holder before the capital measure and Ordinary Shares held by each Shareholder / each Option Holder after the capital measure would not deviate from such relation resulting from a Trigger Payment serve of Options by means of Authorized Capital I only. The Ordinary Shares resulting from the realization of Options (New Shares or shares resulting from a contingent capital or own Ordinary Shares are also referred to as “New Ordinary Shares”). · Shareholders’ / Option Holders’ Options: 2▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ Shares (Shareholder A), 1▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ Shares (Shareholder B), 80 New Ordinary Shares (Shareholder C), 40 New Ordinary Shares (UCB), 40 New Ordinary Shares (Sudbrook). · In the first step B sends an Exercise Notice and opts for 76 New Ordinary Shares. This meets with 54 % of his Option. This percentage has been paid pursuant to Section 5 be entered in the Exercise Note. · In the second step the Management Board shall, subject to its duly and properly executed discretion, (i) initiate a Capital Increase or (ii) install any other measure in order to bring the Company into the position to fulfill the exercises of Options (e.g. acquisition of own shares, if permitted). · In the third step the Management Board has to offer 54 % of the number of New Ordinary Shares set out in Schedule I for each Shareholder / each Option Holder: 1▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ Shares for subscription by A, 76 New Ordinary Shares for subscription by B, 43 New Ordinary Shares for subscription by C, 22 New Ordinary Shares for subscription by UCB and 22 New Ordinary Shares for subscription by Sudbrook. · In the forth step B subscribes for all the 76 offered New Ordinary Shares. A fails to deliver its duly signed Subscription Declarations in duplicate within the Exercise Period. C subscribes for 23 New Ordinary Shares. UCB subscribes for all the 22 offered New Ordinary Shares and Sudbrook subscribes for 11 of the offered New Ordinary Shares. · As a result, Shareholder B’s Option remains to the extent of 64 New Ordinary Shares, Shareholder A’s option to 2▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ shares, Shareholder C’s option to 57 New Ordinary Shares, UCB’s option to 18 New Ordinary Shares and Sudbrook’s option to 29 New Ordinary Shares. 2.5 Further, the Management Board, the Shareholders / the Option Holders, as the case may be, shall fulfill, without undue delay, further necessary requirements stipulated by law, e.g. duly increase the share capital of the Company on the basis of exercising the Authorized Capital I, e.g. resolution on the utilization of the Authorized Capital I (Beschluss zur Ausnutzung des Genehmigten Kapitals I) if making use of it, or exercising contingent capital, and application for registration with the commercial register (Registeranmeldung). The Management Board shall, subject to its duly and properly executed discretion, issue New Ordinary Shares only at the Purchase Price to each Shareholder / each Option Holder. 2.6 If a Shareholder / an Option Holder should not claim one hundred (100) percent of the number of New Ordinary Shares set forth opposite its name in Schedule I from the Company within an Exercise Notice or a Subscription Declaration, the remaining amount of New Ordinary Shares set forth opposite its name in Schedule I shall be deemed one hundred percent of New Ordinary Shares available for this Agreement or demand therefor has been made Shareholder / this Option Holder for a Exercise Notice and/or a (next) Subscription Declaration. If the Management Board receives several Exercise Notices on the same Business Day it shall add the amounts of New Ordinary Shares claimed in each Exercise Notice and follow the procedure mentioned in the paragraphs above with regard to this total amount in one and not withdrawnin several steps. In case the Management Board receives several Exercise Notices not on the same Business Day but during the procedure of an Issuance of New Ordinary Shares due to (an) Exercise Notice(s), the Management Board shall, subject to its duly and properly executed discretion, use its best efforts to ensure that the required capital increase(s) will be executed in due time and in a reasonable and cost saving way.

Exercise of Option. (a) The OPTION GRANTOR Option may option contained in this Section 2.2 shall be exercised by OPTION HOLDERTenant, if at all, only in whole or the manner set forth in part, at any time or from time this Section 2.2.3. Tenant shall deliver notice (the “Exercise Notice”) to time after Landlord not more than fifteen (15) months nor less than nine (9) months prior to the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) expiration of the Merger Agreement then Lease Term, stating that Tenant is exercising its option. Landlord shall then deliver notice (provided that the events specified in Section 10.3(a)(ii)(A“Landlord Response Notice”) to Tenant on or before the date which is thirty (30) days after Landlord’s receipt of the Merger Agreement Exercise Notice, which Landlord Response Notice shall have occurredcontain Landlord’s calculation of the Market Rent (the “Landlord’s Option Rent Calculation”). Tenant shall deliver notice (the “Tenant Response Notice”) to Landlord on or before the date which is fifteen (15) days after Tenant’s receipt of the Landlord Response Notice and Landlord’s Option Rent Calculation, although stating that Tenant is (A) accepting Landlord’s Option Rent Calculation as the events specified in Section 10.3(a)(ii)(BMarket Rent, (B) thereof need not have occurredrejecting Landlord’s Option Rent Calculation and setting forth Tenant’s calculation of the Market Rent so as to proceed with the process of extending the Lease Term (the “Tenant’s Option Rent Calculation”), or (C) withdrawing and rescinding its Exercise Notice. If Tenant does not timely respond within such fifteen (15) day period, Landlord may send a second notice, including a prominently displayed, conspicuous caption stating that Tenant’s failure to respond within five (5) business days shall be deemed to constitute Tenant’s acceptance of Landlord’s Option Rent Calculation. If following such second notice, Tenant fails to respond within such five (5) business day period, Tenant shall be deemed to have accepted Landlord’s Option Rent Calculation. If Tenant timely sends notice of its election to withdraw its Exercise Notice pursuant to clause (C) above, such Exercise Notice shall be rescinded without liability or obligation; provided, however, if Tenant does not timely withdraw its Exercise Notice pursuant to clause (C), such Exercise Notice from Tenant shall be irrevocable and the parties will proceed in accordance with the TCCs of this Section 10.3(b2.2. Within ten (10) business days of its receipt of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR of the Exercise Tenant Response Notice and Tenant Option Rent Calculation, Landlord may, at its option, accept the tender of Market Rent contained in the applicable aggregate Exercise PriceTenant’s Option Rent Calculation. If Landlord does not affirmatively accept or Landlord rejects the Market Rent specified in the Tenant’s Option Rent Calculation, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documentsparties shall follow the procedure, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder Market Rent shall be determined as set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER2.2.4. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn.

Exercise of Option. (a) The OPTION GRANTOR Option may be exercised by OPTION HOLDER, in whole Affected Holder or in part, at any time his or from time her legal representative shall give written notice to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) of Company and the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of Unaffected Members immediately upon the occurrence of an Option Event and in no event more than ten (10) days after the occurrence of such Option Event or the appointment of a bankruptcy trustee, receiver or other legal representative for such Affected Holder, whichever shall last occur (the “Option Event Notice”). Upon receipt of the Option Event Notice and for a period of 180 days thereafter, the Company shall have the first option to purchase all or any Trigger Event, it being understood that portion of the giving Membership Interests of the Affected Holder subject to repurchase pursuant to Section 9.03. Within 30 days after the receipt of such notice by OPTION GRANTOR from the Company, any of the Unaffected Members desiring to acquire any part or all of said Membership Interests (“Purchasing Members”) shall not be a condition deliver to the right Company a written election to purchase said Membership Interests, or a specified number thereof (each, an “Election Notice”). If the total amount of OPTION HOLDER Membership Interests specified in the Election Notices exceeds the amount of Membership Interests to exercise be transferred, each such Purchasing Member shall have priority, up to the OPTION GRANTOR Option. (ii) amount of Membership Interests specified in his, her or its Election Notice, to purchase such proportion of the Membership Interests to be transferred as the portion of the Membership Interests which he or she holds bears to the total amount of the Membership Interests held by all Purchasing Members. In the event OPTION HOLDER wishes that there are Membership Interests remaining after the application of the above formula, the remaining Membership Interests shall be distributed among the Purchasing Members who have not received the amount of Membership Interests specified in their Election Notices, in the proportion that the amount of Membership Interests specified in each individual Purchasing Member’s Election Notice, less the amount of Membership Interests allocated to exercise that Purchasing Member under the OPTION GRANTOR Optionabove formula, OPTION HOLDER shall deliver bears to OPTION GRANTOR written notice (an "Exercise Notice") specifying the total number amount of OPTION GRANTOR Shares it wishes Membership Interests in all such Election Notices, less all Membership Interests allocated to purchasePurchasing Members under the above formula. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR of the Exercise Notice and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn.

Exercise of Option. LaserSight may only exercise the Initial Purchase Option by purchasing a pro rata amount (a) The OPTION GRANTOR Option may which shall be exercised by OPTION HOLDER, in whole or in part, at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) determined as of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) date LaserSight provides notice of an exercise of the Merger Agreement shall have occurred, although Initial Purchase Option based on a fraction the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) numerator of which is the number of shares of the Merger Agreement (regardless Preferred Stock then held by a Holder and the denominator of whether the Merger Agreement which is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR shares of the Exercise Notice Preferred Stock then outstanding) of the Preferred Stock from each of the Holders. LaserSight may exercise the Initial Purchase Option by (i) giving written notice thereof (specifying the number of shares of the Preferred Stock to be purchased and the tender closing date of the applicable aggregate Exercise Price, OPTION HOLDER, such purchase) to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered Holders at least two three (3) business days but no more than ten (10) business days prior to the date of on which the Closing. Preferred Stock shall be purchased (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; "Initial Purchase Notice"), and (ii) segregating into a separate account the termination funds necessary to consummate the purchase contemplated by the Initial Purchase Notice, which funds may only be utilized to purchase shares of the Merger Agreement pursuant Preferred Stock. LaserSight will not be eligible to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination exercise the Initial Purchase Option with respect to those shares of the Merger Agreement upon Preferred Stock which are the subject of a Notice of Conversion provided to LaserSight by the Holders prior to the Holder's receipt (as evidenced by a signed receipt or an electronic confirmation of delivery) of an Initial Purchase Notice, provided that during the continuance Initial Restricted Period the Holders will only be able to provide a Notice of a Trigger Event (or if, at Conversion which is consistent with the expiration of such 180 day period, conversion restrictions contain in Section 3(a). Once LaserSight has provided an Initial Purchase Notice the OPTION GRANTOR Option canHolders will not be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment able to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR convert those shares of the Trigger Payment set forth Preferred Stock covered by such Purchase Notice into shares of Common Stock, provided that the restrictions in Section 5 of this Agreement to OPTION HOLDER. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may sentence shall not be exercised valid if (i) OPTION HOLDER the purchase contemplated by the Initial Purchase Notice is in material breach of any of its representations not consummated on or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or before the closing date specified in the Merger Agreement, Initial Purchase Notice solely as a result of LaserSight's actions or (ii) a Trigger Payment has been paid pursuant failure to Section 5 of this Agreement or demand therefor has been made and not withdrawnact.

Exercise of Option. (a) The OPTION GRANTOR Option Parent may be exercised by OPTION HOLDERexercise the ------------------ Option, in whole or in part, at any time or from time to time during the period (the "Option Period") from and including the date hereof through and including the earlier of (x) the Effective Time and (y) the date that is six months after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances date on which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated pursuant to Sections 8.1(d)(i) or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by 8.1(e)(i) thereof and (z) the date that is 90 days after the date on which the Merger Agreement becomes so terminable is terminated pursuant to Section 8.1(e)(iii) thereof; provided, however, that the Option shall terminate with respect to any -------- ------- Subject Shares that are tendered pursuant to the Offer and purchased by OPTION HOLDER being referred Purchaser thereunder. Notwithstanding anything in this Agreement to herein the contrary, Parent shall be entitled to purchase all Subject Shares in respect of which it shall have exercised the Option in accordance with the terms hereof prior to the expiration of the Option Period, and the expiration of the Option Period shall not affect any rights hereunder which by their terms do not terminate or expire prior to or as a "Trigger Event")of such expiration. (ib) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER If Parent wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER it shall deliver to OPTION GRANTOR Stockholder a written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR of the Exercise Notice and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: effect which specifies (i) the Effective Time number of the Merger; Subject Shares to be purchased from Stockholder and (ii) a date (an "Option Closing Date") not earlier than three business days after the termination date such Exercise Notice is delivered for the consummation of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration purchase and sale of such 180 day period, Subject Shares (an "Option Closing"). If the OPTION GRANTOR Option Closing cannot be exercised effected on the Option Closing Date specified in the Exercise Notice by reason of a preliminary or final injunction or any other applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise or because any applicable waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), shall not have expired or been removed or shall have become final and not subject to appealterminated, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach Stockholder shall promptly take all such actions as may be requested by Parent, and shall otherwise fully cooperate with Parent, to cause the elimination of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in all such impediments to the Merger Agreement, or Option Closing and (ii) a Trigger Payment has been paid pursuant the Option Closing Date specified in the Exercise Notice shall be extended to Section 5 the fifth business day following the elimination of this Agreement or demand therefor has been made all such impediments. The place of the Option Closing shall be at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ and not withdrawnthe time of the Option Closing shall be 10:00 a.m. (New York Time) on the Option Closing Date.

Exercise of Option. LaserSight may only exercise the Extended Purchase Option by purchasing a pro rata amount (a) The OPTION GRANTOR Option may which shall be exercised by OPTION HOLDER, in whole or in part, at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) determined as of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) date LaserSight provides notice of an exercise of the Merger Agreement shall have occurred, although Extended Purchase Option based on a fraction the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) numerator of which is the number of shares of the Merger Agreement (regardless Preferred Stock then held by a Holder and the denominator of whether the Merger Agreement which is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR shares of the Exercise Notice Preferred Stock then outstanding) of the Preferred Stock from each of the Holders. LaserSight may exercise the Extended Purchase Option by (i) giving written notice thereof (specifying the number of shares of the Preferred Stock to be purchased and the tender closing date of the applicable aggregate Exercise Price, OPTION HOLDER, such purchase) to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered Holders at least two three (3) business days but no more than ten (10) business days prior to the date of on which the Closing. Preferred Stock shall be purchased (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; "Extended Purchase Notice"), and (ii) segregating into a separate account the termination funds necessary to consummate the purchase contemplated by the Extended Purchase Notice, which funds may only be utilized to purchase shares of the Merger Agreement pursuant Preferred Stock. LaserSight will not be eligible to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination exercise the Extended Purchase Option with respect to those shares of the Merger Agreement upon Preferred Stock which are the subject of a Notice of Conversion provided to LaserSight by the Holders prior to the Holder's receipt (as evidenced by a signed receipt or an electronic confirmation of delivery) of an Extended Purchase Notice, provided that during the continuance Extended Restricted Period the Holders will only be able to provide a Notice of a Trigger Event (or if, at Conversion which is consistent with the expiration of such 180 day period, conversion restrictions contain in Section 4(c). Once LaserSight has provided an Extended Purchase Notice the OPTION GRANTOR Option canHolders will not be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment able to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR convert those shares of the Trigger Payment set forth Preferred Stock covered by such Purchase Notice into shares of Common Stock, provided that the restrictions in Section 5 of this Agreement to OPTION HOLDER. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may sentence shall not be exercised valid if (i) OPTION HOLDER the purchase contemplated by the Extended Purchase Notice is in material breach of any of its representations not consummated on or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or before the closing date specified in the Merger Agreement, Extended Purchase Notice solely as a result of LaserSight's actions or (ii) a Trigger Payment has been paid pursuant failure to Section 5 of this Agreement or demand therefor has been made and not withdrawnact.

Exercise of Option. (a) The OPTION GRANTOR Option may option contained in Section 1 above shall be exercised by OPTION HOLDERTenant, if at all, and only in whole or in part, at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). following manner: (i) OPTION GRANTOR Tenant shall notify OPTION HOLDER promptly in writing deliver written notice (the “Option Exercise Notice”) to Landlord not more than eighteen (18) months nor less than fifteen (15) months prior to the expiration of the occurrence of any Trigger EventTerm, it being understood stating that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. Tenant is exercising its option; (ii) In Landlord shall, within sixty (60) calendar days following Landlord’s receipt of the event OPTION HOLDER wishes Option Exercise Notice, deliver notice (the “Option Rent Notice”) to exercise Tenant setting forth the OPTION GRANTOR OptionOption Rent; and (iii) Tenant shall, OPTION HOLDER on or before the date occurring thirty (30) days after Tenant’s receipt of the Option Rent Notice, deliver written notice thereof to Landlord (“Option Acceptance Notice”), by which Tenant shall accept or reject the Option Rent set forth in the Option Rent Notice. If Tenant timely delivered the Option Acceptance Notice to Landlord but failed to accept or reject the Option Rent set forth in the Option Rent Notice by delivery of an Option Acceptance Notice, then Tenant shall be deemed to have accepted the Option Rent set forth in the Option Rent Notice. Notwithstanding anything to the contrary set forth herein, Landlord may deliver to OPTION GRANTOR written notice (an "Exercise the “Option Recapture Notice"”) specifying the total number of OPTION GRANTOR Shares it wishes to purchase. Tenant within sixty (iii60) Upon the giving by OPTION HOLDER to OPTION GRANTOR days after receipt of the Option Exercise Notice and the tender that as of the applicable aggregate Exercise Pricedate of the Option Recapture Notice any Landlord Entity intends in good faith to reoccupy all of the Premises or all of the space then leased by Tenant on any given floor or floors of the Building for its or their personal use after the Expiration Date, OPTION HOLDERin which case, (I) if any Landlord Entity intends in good faith to reoccupy all of the extent permitted Premises for its or their personal use after the Expiration Date, then Tenant’s exercise of the Extension Option shall be deemed null and void and Tenant shall have no right to extend the Term of this Lease, or (II) if any Landlord Entity intends to reoccupy all of the space then leased by law Tenant on any given floor or floors of the Building (but not the entire Premises) for its or their personal use after the Expiration Date, then (w) Tenant’s exercise of the Extension Option shall be deemed null and OPTION GRANTORvoid as to such portion of the Premises that such Landlord Entity intends to reoccupy as specified by Landlord, (x) Tenant shall have no right to extend the Term of this Lease as to such floor or floors of the Premises, (y) at the expiration of the initial Term, Tenant shall surrender such floor or floors of the Premises to Landlord in the condition Tenant is required to surrender the Premises under this Lease on the Expiration Date (and Tenant's organizational documentsfailure to so surrender such floor or floors of the Premises on such date shall be deemed a holding over subject to Article 25 of this Lease), and provided that (z) the conditions to OPTION GRANTOR's obligation to issue Base Rent and other amounts under this Lease which vary based on the OPTION GRANTOR Shares to OPTION HOLDER hereunder RSF of the Premises shall be adjusted in the same manner as set forth in Section 3 have been satisfied or waived, shall be deemed to be 17.7 of this Lease. If Landlord exercises the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment right set forth in Section 5 clause (II) of this Agreement the preceding sentence, then Tenant may elect to OPTION HOLDERrescind Tenant’s Option Exercise Notice within sixty (60) days after receipt of Landlord’s written notice, in which case, Tenant’s Option Exercise Notice shall be null and void and of no further force and effect and the Term shall expire on the Expiration Date. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn.

Exercise of Option. (a) The OPTION GRANTOR Option may shall be exercised by OPTION HOLDER, Tenant only in whole or in part, at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). following manner: (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR Tenant shall not be a condition in default, and shall not have been in default under this Lease more than once, on the delivery date of the Interest Notice and Tenant’s Acceptance; (ii) Tenant shall deliver written notice (“Interest Notice”) to Landlord not more than twelve (12) months nor less than nine (9) months prior to the right expiration of OPTION HOLDER the Term, stating that Tenant is interested in exercising the Option, (iii) within fifteen (15) business days of Landlord’s receipt of Tenant’s written notice, Landlord shall deliver notice (“Option Rent Notice”) to Tenant setting forth the Option Rent; and (iv) if Tenant desires to exercise such Option, Tenant shall provide Landlord written notice within five (5) business days after receipt of the Option Rent Notice (“Tenant’s Acceptance”). Tenant’s failure to deliver the Interest Notice or Tenant’s Acceptance on or before the dates specified above shall be deemed to constitute Tenant’s election not to exercise the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER wishes to exercise the OPTION GRANTOR . If Tenant timely and properly exercises its Option, OPTION HOLDER the Term shall deliver to OPTION GRANTOR written notice (an "Exercise Notice") specifying be extended for the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR Option Term upon all of the Exercise Notice terms and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in this Lease, except that the rent for the Option Term shall be as indicated in the Option Rent Notice unless Tenant, concurrently with Tenant’s Acceptance, objects to the Option Rent contained in the Option Rent Notice, in which event Landlord and Tenant shall use their best good faith efforts to agree upon the Market Rent. If Landlord and Tenant fail to reach agreement within fifteen (15) days following Tenant’s Acceptance (the “Outside Agreement Date”), then three (3) arbitrators shall be selected pursuant to Section 3 have been satisfied or waived18.4 below and within three (3) business days following such selection, each party shall submit to each other and to the arbitrators a separate determination of the Market Rent. Tenant’s failure to timely submit its determination of Market Rent shall be deemed acceptance of Landlord’s submitted determination of Market Rent. If Tenant’s and Landlord’s submitted Market Rent are within five percent (5%) of each other, the Market Rent shall be deemed to be Landlord’s submitted Market Rent. If Landlord’s submitted Market Rent is more than 5% higher than Tenant’s submitted Market Rent, then the holder of record of parties shall follow the OPTION GRANTOR Shares issuable upon such exerciseprocedure and the Option Rent shall be determined, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment as set forth in Section 5 of this Agreement to OPTION HOLDER18.4 below. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn.

Exercise of Option. (a) The OPTION GRANTOR Option may be exercised by OPTION HOLDERParent, in whole or in part, at any time or from time to time after the earliest of: (i) the Merger Agreement becomes becoming terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee Parent under Section 10.3(a9.1(e) of the Merger Agreement Agreement, (provided that ii) an Acquisition Proposal becoming publicly announced or disclosed prior to the events specified in approval of the Merger by the stockholders of the Company at the Company Meeting or (iii) the receipt by Parent of a Superior Proposal Notice pursuant to Section 10.3(a)(ii)(A7.9(c) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary)Agreement, any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER event(s) being referred to herein as a "Trigger Event")TRIGGER EVENT. (i) OPTION GRANTOR " The Company shall notify OPTION HOLDER Parent promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR the Company shall not be a condition to the right of OPTION HOLDER Parent to exercise the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER . If Parent wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER in whole or in part, Parent shall deliver to OPTION GRANTOR the Company a written notice (an "Exercise NoticeEXERCISE NOTICE") specifying the total number of OPTION GRANTOR Company Shares it wishes to purchase. purchase (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR of "DESIGNATED NUMBER"), the Exercise Notice Price per Company Share (subject to Section 2(b) and whether the tender consideration payable by Parent will be in cash or shares of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Parent Common Stock. Each closing of a purchase of OPTION GRANTOR Company Shares (a "ClosingCLOSING") shall occur at a place, on a date, date and at a time designated by OPTION HOLDER Parent in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) closing. The OPTION GRANTOR Option shall terminate terminate, unless Parent has theretofore delivered an Exercise Notice, upon the earliest to occur of: earlier of (i) the Effective Time of the Merger; Date or (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. (d) accordance with its terms. Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER Parent is in material breach of any of its material representations or warranties, or in material breach of any of its material covenants or agreements, contained in this Stock Option Agreement or in the Merger Agreement. Upon the giving by Parent to the Company of the Exercise Notice and the tender of the applicable aggregate Exercise Price in either cash or Parent Common Stock, Parent shall be deemed to be the holder of record of the Company Shares issuable upon such exercise, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such Company Shares shall not then be actually delivered to Parent. (b) Notwithstanding anything to the contrary in this Stock Option Agreement, the Aggregate Spread (as defined below) shall not exceed $27 million less any amount theretofore paid to Parent with respect to the Termination Fee and Expenses in accordance with Section 9.2 of the Merger Agreement (the "MAXIMUM VALUE"). The sum of (i) the Aggregate Spread relating to Company Shares issued to Parent with respect to which Parent has not theretofore exercised its put right under Section 7(a) and (ii) a Trigger Payment has been any Termination Fee and Expenses paid to Parent pursuant to Section 5 9.2 of the Merger Agreement shall not exceed an aggregate of $27 million. If any exercise of the Option would result in an Aggregate Spread (including the Aggregate Spread in connection with any prior exercises of the Option) in excess of the Maximum Value, the Exercise Price shall be increased such that the Aggregate Spread (including the Aggregate Spread in connection with any prior exercises of the Option) shall equal the Maximum Value. As used in this Agreement or demand therefor has been made and not withdrawn.Stock Option Agreement, the "FAIR MARKET VALUE" of any share shall be the daily closing sales price for such share on the NYSE Composite Tape

Exercise of Option. (a) The OPTION GRANTOR Option may shall be exercised by OPTION HOLDERexercisable at any time, in whole or in partBuyer's sole discretion, at any time or from time to time after during the Merger Agreement becomes terminable by period commencing on the Effective Date and continuing for a period of one year thereafter (the "OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger EventTERM"). (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (iib) In the event OPTION HOLDER wishes Buyer elects to exercise the OPTION GRANTOR Option, OPTION HOLDER Buyer shall deliver to OPTION GRANTOR written Seller and the Shareholders notice (an the "Exercise NoticeEXERCISE NOTICE") specifying of its intention to exercise the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR of Option; provided, however, that in such event Buyer shall deliver the Exercise Notice to Seller and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall Shareholders not then be actually delivered to OPTION HOLDER. less than sixty (iv60) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date expiration of the ClosingOption Term. (c) The OPTION GRANTOR Option Within sixty (60) days following the date of the Exercise Notice, Buyer, Seller, Kilat and the Shareholders shall terminate upon execute the earliest following definitive acquisition agreements pursuant to occur ofwhich Buyer, Seller, Kilat and the Shareholders shall consummate the Acquisition: (i) an asset acquisition agreement providing for the Effective Time acquisition by Buyer of all of the MergerAssets (excluding only the Intellectual Property Assets)(the "ASSET PURCHASE AGREEMENT" ), substantially in the form of EXHIBIT F; (ii) an intellectual property purchase agreement providing for the termination acquisition of all of the Merger Agreement pursuant to Section 10.1 thereofIntellectual Property Assets (the "INTELLECTUAL PROPERTY PURCHASE AGREEMENT"), other than under circumstances which also constitute a Trigger Event under this Agreement;substantially in the form of EXHIBIT G; and (iii) 180 days following any termination a deed of restraint of trade (the "DEED OF RESTRAINT OF TRADE"), substantially in the form of EXHIBIT H, pursuant to which the Shareholders shall undertake the covenants set forth therein in partial consideration for the payment by Buyer of the Merger Agreement upon Exercise Price. Among other things, the Purchase Agreements shall provide for the acquisition by Buyer of all or during any lesser portion of the continuance of a Trigger Event (or ifAssets as Buyer desires, in its discretion, to purchase from Seller, at purchase price (the expiration "EXERCISE PRICE") to be paid by Buyer in the amount of such 180 day periodOne Million Four Hundred Five Thousand Dollars ($1,405,000), payable at the OPTION GRANTOR Option canclosing of the Acquisition, subject to the amount of the Exercise Price Adjustment. The Exercise Price shall be paid in the form of cash in the amount of One Million Fifty Five Thousand Dollars ($1,055,000) and Eighty Seven Thousand Five Hundred (87,500) shares of Spire Common Stock; PROVIDED, HOWEVER, that (i) the amount of the cash portion of the Exercise Price shall be adjusted to reflect the amount of the Exercise Price Adjustment and (ii) the number of shares of Spire Common Stock to be delivered by Buyer to Seller pursuant to this Section 1.6(c) shall not be exercised by reason of adjusted for any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but change in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR the value of the Trigger Spire Common Stock after the Effective Date. The Purchase Agreements shall credit the full amount of the Option Purchase Payment set forth in Section 5 of this Agreement against Buyer's obligation to OPTION HOLDERpay the Exercise Price. (d) Notwithstanding If Buyer exercises the foregoingOption and acquires the Assets, Buyer shall assume only those Liabilities of Seller set forth on EXHIBIT A, including, without limitation, the OPTION GRANTOR Option obligations of Seller under the promissory note described in SECTION 1.3(b), unless the Liabilities of Seller to be assumed by Buyer are subsequently adjusted by the mutual written agreement of Buyer and Seller, which agreement Buyer may withhold in its absolute discretion. (e) If Buyer does not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warrantieselect to exercise the Option, or in material breach of any of its covenants or agreements, contained in this Agreement or shall not convey to Buyer any interest in the Merger AgreementAssets or the business of Seller, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made except as expressly set forth in the promissory note and not withdrawnthe Fixed Charge described in SECTION 1.3(b).

Exercise of Option. (a) The OPTION GRANTOR Subject to the satisfaction or waiver of the conditions set forth in Section 9 of this Stock Option Agreement, prior to the termination of this Stock Option Agreement in accordance with its terms, Grantee may be exercised by OPTION HOLDERexercise the Option, in whole or in part, at any time or from time to time on or after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER occurrence of a Triggering Event (as defined below). The Option shall terminate and not be exercisable at any time following the Expiration Date (as defined in Section 11). The term "Triggering Event" means the time immediately prior to a termination fee under the occurrence of any of the events (or series of events) specified in Section 10.3(a6.3(a) of the Merger Agreement (provided that giving rise to the events obligation of the Company to pay the fee specified in Section 10.3(a)(ii)(A) of 6.3(a). Notwithstanding the foregoing, the Option will not be exercisable if Grantee has materially breached the Merger Agreement shall have occurred, although and such breach remains uncured at the events specified in Section 10.3(a)(ii)(Btime of exercise. (b) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER If Grantee wishes to exercise the OPTION GRANTOR OptionOption at such time as the Option is exercisable and has not terminated, OPTION HOLDER Grantee shall deliver to OPTION GRANTOR written notice (an the "Exercise Notice") to Issuer specifying Grantee's intention to exercise the Option, the total number of OPTION GRANTOR Option Shares it wishes to purchase. (iii) Upon purchase and a date and time for the giving by OPTION HOLDER to OPTION GRANTOR of the Exercise Notice and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a such purchase of OPTION GRANTOR Shares (a "Closing"), which date shall not be less than two (2) shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two nor more than thirty (30) business days prior to after the date later of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; date such Exercise Notice is given and (ii) the expiration or termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgmentwaiting period under the HSR Act. If (1) any Third Party shall, decreeafter the date hereof, order, law acquire fifteen percent (15%) or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR more of the Trigger Payment set forth in Section 5 then outstanding shares of this Agreement Issuer Common Stock (a "Share Acquisition"), and a Triggering Event shall occur subsequent to OPTION HOLDER. such Share Acquisition, (d2) Notwithstanding a Triggering Event shall occur prior to a Share Acquisition and such Share Acquisition occurs prior to the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger AgreementExpiration Date, or (ii3) subsequent to a Trigger Payment has been paid pursuant Triggering Event and prior to the Expiration Date, Issuer shall enter into a written definitive agreement with any Third Party providing for a Company Acquisition, then Grantee, in lieu of exercising the Option, shall have the right at any time thereafter (for so long as the Option is exercisable under Section 5 2(a) hereof) to request in writing that Issuer pay, and promptly (but in any event not more than ten (10) business days) after the giving by Grantee of this Agreement or demand therefor has been made and not withdrawn.such request, Issuer shall pay to Grantee, in cancellation of the Option, an amount in cash (the "Cancellation Amount") equal to the lesser of:

Exercise of Option. (a) The OPTION GRANTOR Option may only be exercised by OPTION HOLDERGenzyme, in whole or in part, at any time or from time to time time, after the date (i) the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could would entitle OPTION HOLDER Genzyme to a termination fee payment under Section 10.3(a10.4 of the Merger Agreement and (ii) assuming the Merger Agreement had been terminated (regardless of whether it is terminated), Genzyme in fact would become entitled to a payment under Section 10.4 of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), with any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER time being referred to herein as a the "Trigger Exercise Event"). (i) OPTION GRANTOR . Biomatrix shall notify OPTION HOLDER Genzyme promptly in writing of the occurrence of any Trigger the Exercise Event, it being understood that the giving of such notice by OPTION GRANTOR Biomatrix shall not be a condition to the right of OPTION HOLDER Genzyme to exercise the OPTION GRANTOR Option. (ii) . In the event OPTION HOLDER Genzyme wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER Genzyme shall deliver to OPTION GRANTOR Biomatrix a written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Option Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR of the Exercise Notice and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) acquire. Each closing of a purchase of OPTION GRANTOR Option Shares (a "Closing") shall occur at a place, on a date, date and at a time designated by OPTION HOLDER Genzyme in an Exercise Notice delivered at least two business days prior to the date of such Closing, which Closing shall be held at the Closingoffices of counsel to Genzyme. Upon the giving by Genzyme to Biomatrix of the Exercise Notice and payment of the aggregate Exercise Price with respect to the Option Shares specified in the Exercise Notice, and provided that the conditions set forth in Section 3 to Biomatrix's obligation to issue the Option Shares to Genzyme hereunder have been satisfied or waived, Genzyme shall be deemed to be the holder of record of the Option Shares issuable upon such exercise, notwithstanding that the stock transfer book of Biomatrix shall then be closed or that certificates representing such Option Shares shall not then be actually delivered to Genzyme. (b) Genzyme may pay the Exercise Price either by (i) cash in the form of a bank or cashier's check or by wire transfer to an account specified by Biomatrix or (ii) surrendering a portion of the Option with respect to such number of Option Shares as is determined by dividing (x) the aggregate Exercise Price payable in respect of the number of Option Shares being purchased in such manner by (y) the difference between (I) the Fair Market Value per share of Biomatrix Common Stock on the date of the Exercise Notice and (II) the per share Exercise Price. For purposes of this Agreement, the "Fair Market Value" of a share of Biomatrix Common Stock shall mean the closing price for a share of Biomatrix Common Stock on the New York Stock Exchange on the trading day immediately preceding the applicable date (or if Biomatrix Common Stock is not quoted on the New York Stock Exchange, on the principal trading market on which such shares are traded as reported by a recognized source). (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: of (i) the Effective Time of the Merger; Date, (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination the Exercise Event or (iii) 30 days after the date as of which an Exercise Event could no longer occur; provided, however, with respect to the Merger Agreement upon or during preceding clause (ii) of this sentence, that if the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgmentgovernment order or because the waiting period related to the issuance of the Option Shares under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, decreeas amended (the "HSR Act"), orderif applicable, law shall not have expired or regulationbeen terminated, ten then the Option shall not terminate until the tenth business days day after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn.

Exercise of Option. (a) The OPTION GRANTOR 3.01 Quan may exercise the Option may be exercised by OPTION HOLDER, in whole or in part, at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER with respect to a termination fee under Section 10.3(a) all or part of the Merger Optioned Shares or Optioned Shares remaining unpurchased. 3.02 The Option will be exercised by Quan or his legal personal representative by delivering to the principal business office of the Company in Vancouver, British Columbia or such other place as is designated by the Company from time to time: (a) a notice stating the number of Optioned Shares being purchased; and (b) a certified check or bank draft in favor of the Company drawn in United States dollars for the product of the number of Optioned Shares being purchased and the Exercise Price. 3.03 On exercise of Option, the Company will forthwith cause its transfer agent to deliver to any of the Quan, his legal representative or such other person as Quan may otherwise direct in the notice of exercise of the Option a certificate or certificates in the name of any of the Quan, his legal representative or such other person as Quan may otherwise direct in the notice of exercise of the Option representing such number of Shares for which payment has been made. 3.04 Nothing in this Agreement obligates or will obligate Quan to purchase or pay for any Optioned Shares except those Optioned Shares in respect of which Quan has exercised the Option in the manner prescribed. 3.05 If the Optioned Shares have not been registered under the Securities Act, the certificate or certificates representing the Optioned Shares, will be endorsed with a legend as follows: THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (provided THE "ACT"), THE DELAWARE STATE SECURITIES ACT OR ANY OTHER APPLICABLE SECURITES ACT AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND SUCH STATE SECURITIES LAWS, OR (2) AT THE OPTION OF THE COMPANY, UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL FOR THE TRANSFEROR, REASONABLY SATISFACTORY TO COUNSEL FOR THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED. 3.06 Quan acknowledges that the events specified Option and the Optioned Shares, if any, are issued pursuant to the exemption from the registration requirements contained in Section 10.3(a)(ii)(A) Regulation D of Rule 504 of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event").Securities Act and that: (ia) OPTION GRANTOR shall notify OPTION HOLDER promptly the Shares and the Optioned Shares have not been registered under the Securities Act or any state or provincial securities laws, and are being offered in writing of reliance on certain exemptions contained in the occurrence of any Trigger EventSecurities Act and such state or provincial securities laws; (b) if the Optioned Shares have not been registered under the Securities Act, it being understood that the giving of such notice by OPTION GRANTOR shall Optioned Shares will not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR of the Exercise Notice and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied sold or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur oftransferred except pursuant to: (i) an effective registration statement under the Effective Time of the MergerSecurities Act and any applicable state securities laws; (ii) Rule 144 promulgated under the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998)Securities Act; and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn.or

Exercise of Option. (a) The OPTION GRANTOR Option Merger Sub (or its designee) may be exercised by OPTION HOLDERexercise the Option, in whole or in part, at any time or and from time to time time, in accordance with the terms of this Agreement, from and after the date on which Merger Sub shall have purchased pursuant to the Stock Purchase Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) shares of Company Common Stock constituting at least 71% of the Merger Agreement (provided that shares of Company Common Stock issued and outstanding on the events specified in Section 10.3(a)(ii)(A) date of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event")purchase. (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (iib) In the event OPTION HOLDER that Merger Sub wishes to exercise all or any part of the OPTION GRANTOR Option, OPTION HOLDER Merger Sub shall deliver to OPTION GRANTOR give written notice (an "Exercise Option Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR of the Exercise Notice and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to ," ------------- with the date of the Option Notice being hereinafter called a "Notice Date") to ----------- the Company, specifying the number of Option Shares it will purchase and a place and date for closing such purchase (a "Top-Up Closing. " and such date a "Top-Up -------------- ------ Closing Date"). The Notice Date may be the Top-Up Closing Date. Merger Sub's ------------ obligation to purchase Option Shares upon any exercise of the Option is subject (cat its election) The OPTION GRANTOR Option shall terminate upon to the earliest to occur of: conditions that (i) no preliminary or permanent injunction or other order against the Effective Time purchase, issuance or delivery of the Merger; Option Shares issued by any federal, state or foreign court of competent jurisdiction shall be in effect (and no action or proceeding shall have been commenced or threatened for purposes of obtaining such an injunction or order) and (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise there shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR breach of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. (d) Notwithstanding the foregoingrepresentations, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, agreements of the Company contained in this Agreement or in the Merger Agreement; provided, however, that neither failure by Merger Sub to purchase -------- ------- Option Shares upon exercise of the Option at any Top-Up Closing as a result of the non-satisfaction of any of such conditions nor the withdrawal of any Option Notice in accordance with the next proviso shall not affect or (ii) a Trigger Payment has been paid pursuant prejudice Parent's right to Section 5 purchase such Option Shares upon the subsequent satisfaction of this Agreement or demand therefor has been made such conditions; and not withdrawnprovided, further, however, that Merger Sub shall be -------- ------- ------- entitled to withdraw any Option Notice at any time prior to the consummation of the transactions to be consummated at the Top-Up Closing to which such Option Notice relates.

Exercise of Option. In the event of the exercise of the Purchase Option, the Property shall be conveyed to Optionee and Optionee shall deliver to Owner the Purchase Price (as hereinafter defined) at a closing (“Closing”) which shall take place on (a) The OPTION GRANTOR Option may be exercised by OPTION HOLDER, in whole or in part, at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(afirst (1st) of business day following the Merger Agreement one (provided that the events specified in Section 10.3(a)(ii)(A1) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR year anniversary of the Exercise Notice should said Exercise Notice indicate that Optionee intends on taking the Temporary Alternative, (b) the first (1st) business day following the two hundred seventieth (270th) day after the Exercise Notice should said Exercise Notice indicate that Optionee does not intend on taking the Temporary Alternative, or (c) such other date as is mutually agreed upon by Optionee and Owner. At Closing, Owner shall (i) convey to Optionee, by special warranty deed, good and marketable fee simple title to the tender Property, insurable at regular rates without exception unless caused by Optionee, other than matters which do not and will not adversely affect the use, occupancy or enjoyment of the applicable aggregate Exercise PriceProperty as a slot parlor casino and entertainment complex, OPTION HOLDERas reasonably determined by Optionee (the “Permitted Exceptions”), (ii) execute and deliver to Optionee and Optionee's title insurer a title affidavit of Owner in form and substance reasonably acceptable to Optionee and Optionee's title insurer, (iii) deliver sole and exclusive possession and control of the extent permitted by law Property to Optionee, free of all tenants, occupants and OPTION GRANTOR's organizational documents, and provided that the conditions others with a right to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder or claiming possession (except as set forth in Section 3 have been satisfied or waivedthe Permitted Exceptions), shall be deemed to be and otherwise in generally the holder of record of same condition as existed on the OPTION GRANTOR Shares issuable upon such exercisedate hereof, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. ordinary wear and tear excepted, and (iv) Each closing execute and deliver to Optionee such other documents and/or instruments as may be reasonably required by Optionee and/or Optionee's lender and/or title insurer in order to convey good, marketable and insurable fee simple title. At Closing, the real estate taxes and water and sewer rents shall be apportioned as of Closing and the parties shall make such other adjustments as are customary for similarly situated commercial properties. Owner and Optionee shall split equally, all state and local realty transfer taxes imposed as a result of such purchase and sale and shall pay same at Closing. At Closing, Optionee shall pay to Owner the sum of OPTION GRANTOR Shares Fourteen Million Four Hundred Thousand and 00/100ths (a $14,400,000.00) Dollars (the "ClosingPurchase Price") shall occur at a place), on a dateby wire transfer or other immediately available funds. If the Purchase Option is exercised, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior but Owner fails to the date satisfy each of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event its obligations under this Agreement; , then Optionee shall provide Owner with written notice thereof and Owner shall have thirty (iii30) 180 days following any termination from such notice to cures all such defaults in which event the parties shall proceed to Closing. The obligations of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise parties hereunder shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDERsurvive Closing. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn.

Exercise of Option. (a) The OPTION GRANTOR Option may option contained in this Exhibit “H” shall be exercised by OPTION HOLDERTenant, if at all, only in whole or in part, at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). following manner: (i) OPTION GRANTOR Tenant shall notify OPTION HOLDER promptly in writing deliver written notice to Landlord (the “Interest Notice”) not less than 365 days prior to the expiration of the occurrence of any Trigger Event, it being understood Term stating that the giving of such notice by OPTION GRANTOR shall not Tenant may be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. interested in exercising its option; (ii) In Landlord, within sixty (60) days after receipt of the event OPTION HOLDER Interest Notice, shall deliver to Tenant notice (the “Option Rent Notice”) setting forth Landlord’s determination of the Fair Market Rental Rate; and (iii) if Tenant wishes to exercise such option, Tenant shall, on or before the OPTION GRANTOR Optiondate (the “Exercise Date”) which is the 270th day prior to the expiration of the Term, OPTION HOLDER shall deliver to OPTION GRANTOR exercise the option by delivering written notice (an "“Exercise Notice"”) specifying thereof to Landlord, which exercise shall be irrevocable and unconditional. During the total number period of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon time between the giving by OPTION HOLDER to OPTION GRANTOR date Landlord delivers the Option Rent Notice and the Exercise Date, Landlord and Tenant shall discuss Landlord’s determination of the Fair Market Rental Rate. Concurrently with Tenant’s delivery of the Exercise Notice Notice, if Landlord and Tenant have not already agreed in writing upon the tender Fair Market Rental Rate, Tenant may object, in writing (within the Exercise Notice), to Landlord’s determination of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder Fair Market Rental Rate set forth in the Option Rent Notice, in which event such Fair Market Rental Rate shall be determined pursuant to Section 3 have been satisfied 4 below. Tenant’s failure to deliver the Exercise Notice on or waivedbefore the Exercise Date, shall be deemed to be the holder constitute Tenant’s waiver of record its option to extend under this Exhibit “H.” Tenant’s failure to timely object in writing to Landlord’s determination of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment Fair Market Rental Rate set forth in the Option Rent Notice shall be deemed Tenant’s acceptance of Landlord’s determination of the Fair Market Rental Rate and the following provisions of Section 5 of this Agreement to OPTION HOLDER4 shall not apply. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn.

Exercise of Option. The Option shall be exercisable by Lessee only upon strict satisfaction on or before the Option Expiration Date of the following conditions (the “Exercise Requirements”): (a) The OPTION GRANTOR Option may be exercised by OPTION HOLDER, Lessee shall notify County in whole or in part, at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) writing of its exercise of the Merger Agreement Option (provided that “Exercise Notice”); (b) Lessee shall accompany the events specified in Section 10.3(a)(ii)(AExercise Notice with (i) Lessee’s execution and delivery to County of the Merger Agreement shall have occurred, although Restated Lease with any blank or bracketed terms set forth in Exhibit A hereto completed in accordance with the events specified in Section 10.3(a)(ii)(Bterms and provisions of this Agreement; and (ii) thereof need not have occurred), or Section 10.3(b) payment of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary)amount, any such event if any, by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing Security Deposit required under Article 7 of the occurrence Restated Lease exceeds the amount of any Trigger Event, it being understood that the giving security deposit then maintained by Lessee with County pursuant to Section 7 of such notice by OPTION GRANTOR the Existing Lease; (c) as of the date of Lessee’s delivery of the Exercise Notice there shall not be a condition to Lessee Default under this Agreement nor shall Lessee be in material breach or default under the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER shall deliver to OPTION GRANTOR Existing Lease after written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR of the Exercise Notice from County and the tender expiration of the any applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder cure period set forth in Section 3 the Existing Lease; (d) the Option Conditions shall have been satisfied or waived, and there shall be deemed no change in circumstances after the satisfaction of the Option Conditions that causes the Option Conditions to no longer continue to be satisfied; (e) Director shall have approved all plans, specifications and other materials for the holder Renovation Work required to be submitted to Director pursuant to Section 7.3 of record this Agreement; and (f) Director and Lessee shall have agreed upon the Approved Phasing Schedule and the Phase Cost Amounts pursuant to Section 7.4 of this Agreement. With respect to the Exercise Requirements set forth in clauses (e) and (f) above, Director agrees to process Lessee’s submittals of any remaining required plans, specifications and other materials for the Renovation Work within the time periods required under Section 5.3 of the OPTION GRANTOR Shares issuable upon form of Restated Lease, and to exercise good faith, reasonable efforts to reach agreement with Lessee on the Approved Phasing Schedule and the Phase Cost Amounts within the time period required herein for exercise of the Option. Upon Lessee’s proper and timely exercise of the Option, County shall execute and deliver the Restated Lease within forty-five (45) days following the date of Lessee’s exercise of the Option; provided, however, at Lessee’s request County shall use its commercially reasonable efforts to execute the Lease within such exerciseshorter time period as reasonably requested by Lessee to effectuate the execution and delivery of the Lease on a concurrent basis with the closing of Lessee’s Project Financing. The Effective Date of the Restated Lease (as defined in the form of Restated Lease) shall be the date the Restated Lease is executed and delivered by County, notwithstanding which date shall be inserted into page 1 of the Restated Lease concurrent with County’s execution and delivery thereof. If Lessee’s Project Financing is in a position to close within the above forty- five (45) day period, County agrees to cooperate with Lessee to effectuate a concurrent closing of the Project Financing and County’s delivery of the Restated Lease such that the stock transfer books Effective Date of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the Restated Lease is the same as the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time close of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereofLessee’s Project Financing; provided, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or ifhowever, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR shall such agreement to cooperate be interpreted to require County to delay the execution and delivery of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. Restated Lease beyond such forty-five (d45) Notwithstanding the foregoingday period; and provided, the OPTION GRANTOR Option may further, that County shall not be exercised if required to execute and deliver the Restated Lease unless during such forty-five (i45) OPTION HOLDER day period the Option Conditions continue to be satisfied and Lessee’s Project Financing is in material breach a position to close on or before the execution and delivery by County of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawnRestated Lease.

Exercise of Option. The Supplier Tooling Purchase Option must be exercised within ninety (90) days of (a) The OPTION GRANTOR Option may be exercised by OPTION HOLDERa Supply Default in respect of which the Customer does not CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETED ASTERISKS, HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. exercise its rights under the Access Agreement or (b) in whole or in part, at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) case of the Merger Agreement Customer’s exercise of its rights under the Access Agreement, the expiration or termination of the Sale Period. The closing of the Supplier Tooling Purchase Option will occur within two (provided 2) business days following the date on which the Company no longer requires use of the applicable Supplier Owned Tooling. To the extent that the events specified in Section 10.3(a)(ii)(A) applicable Supplier Owned Tooling is used by the Company for the production of parts for the Merger Agreement shall have occurred, although Company’s customers other than the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement Customer (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being other customers are referred to herein collectively as a "Trigger Event"the “Impacted Customer” and such non-dedicated tooling is referred to as the “Non-Dedicated Tooling”). , the Customer may not exercise the Supplier Tooling Purchase Option in respect of such Supplier Owned Tooling unless (i) OPTION GRANTOR shall notify OPTION HOLDER promptly each Impacted Customer delivers a consent in writing to the exercise of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. Supplier Tooling Purchase Option and (ii) In in the event OPTION HOLDER wishes the Company is not in default under the applicable purchase order or supply contract between the Company and the Impacted Customer, the Impacted Customer delivers a written acknowledgement reasonably satisfactory to exercise the OPTION GRANTOR Option, OPTION HOLDER shall deliver Company that the Company is released of its obligation to OPTION GRANTOR written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR manufacture parts on and after Customer’s purchase and removal of the Exercise Notice and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, Non-Dedicated Tooling to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing Non-Dedicated Tooling is necessary for such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) production. The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment Company agrees to exercise shall have been removed or shall have become final and not subject its commercial best efforts to appeal, but in no event under this clause (iiiobtain promptly such consent(s) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of as may be reasonably necessary to effectuate the Trigger Payment set forth in Section 5 of this Agreement Supplier Tooling Purchase Option relating to OPTION HOLDERNon-Dedicated Tooling. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn.

Exercise of Option. (a) The OPTION GRANTOR Extension Option may shall be exercised by OPTION HOLDERTenant, if at all, only in whole or in part, at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). following manner: (i) OPTION GRANTOR Tenant shall notify OPTION HOLDER promptly in writing deliver written notice (the “Interest Notice”) to Landlord not more than twelve (12) months nor less than eleven (1 1) months prior to the expiration of the occurrence of any Trigger Event, it being understood Relocation Term stating that Tenant may be interested in exercising the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Extension Option. ; (ii) In Landlord, after receipt of Tenant’s Interest Notice, shall deliver written notice (the event OPTION HOLDER “Option Rent Notice”) to Tenant not less than ten (10) months prior to the expiration of the Relocation Term setting forth the Option Rent; and (iii) if Tenant wishes to exercise the OPTION GRANTOR Extension Option, OPTION HOLDER shall deliver Tenant shall, on or before the date (the “Exercise Date”) which is nine (9) months prior to OPTION GRANTOR the expiration of the Relocation Term, exercise the Extension Option by delivering written notice (an "“Exercise Notice"”) specifying the total number of OPTION GRANTOR Shares it wishes thereof to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR Landlord. Concurrently with Tenant’s delivery of the Exercise Notice and the tender Notice, Tenant may object, in writing, to Landlord’s determination of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder Fair Market Rental Rate set forth in the Option Rent Notice, in which event such Fair Market Rental Rate shall be determined pursuant to Section 3 have been satisfied or waived8.3 below. If Tenant timely delivers the Exercise Notice but fails to timely object in writing to Landlord’s determination of the Fair Market Rental Rate set forth in the Option Rent Notice, then Tenant shall be deemed to be have accepted Landlord’s determination thereof and the holder following provisions of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares Section 8.3 shall not then be actually delivered apply. Tenant’s failure to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an deliver the Interest Notice or the Exercise Notice delivered at least two business days prior on or before the delivery dates therefor shall be deemed to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any Tenant’s waiver of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawnExtension Option.

Exercise of Option. (a) The OPTION GRANTOR Each Option may be exercised by OPTION HOLDERPurchaser, in whole or but not in part, at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a following termination fee under Section 10.3(a) of the Merger Agreement (Offer until the expiration or termination of the Option; provided that no Option may be exercised unless a number of Options are concurrently exercised, a number of Series B Shares and Warrants are concurrently purchased and a number of Options are exercised pursuant to the events specified in Section 10.3(a)(ii)(A) terms of the Merger Agreement shall have occurredother Stockholder Agreements such that, although after giving effect to such exercise or purchase and the events specified in Section 10.3(a)(ii)(B) exercise hereunder, the Purchaser or an affiliate thereof need not have occurred)would own Series B Shares, or Section 10.3(b) Warrants and Shares constituting a majority of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs outstanding Shares on a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event")fully diluted basis. (ib) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER If Purchaser wishes to exercise the OPTION GRANTOR an Option, OPTION HOLDER Purchaser shall deliver to OPTION GRANTOR send a written notice (an the "Exercise Notice") to the applicable Stockholder of its intention to exercise the Option, specifying the total number of OPTION GRANTOR Shares it wishes to purchase. place, and, if then known, the time and the date (iiithe "Closing Date") Upon the giving by OPTION HOLDER to OPTION GRANTOR of the closing of the purchase (the "Closing"). The Closing Date shall occur on the third business day (or such longer period as may be required by applicable law or regulation) after the later of (i) the date on which such Exercise Notice is delivered and (ii) the tender satisfaction of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied 3.02(d). For the purposes of this Agreement, the term "business day" means a Saturday, a Sunday or waived, shall be deemed a day on which banks are not required or authorized by law or executive order to be closed in the holder City of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDERNew York. (ivc) Each closing of a purchase of OPTION GRANTOR Shares To the extent that any Optioned Securities may not be assigned by such Stockholder to Purchaser without exercising (a "Closing") shall occur at a place, on a datenet exercise basis), and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days exchanging or converting such Optioned Security for or into Common Stock, each Stockholder agrees to exercise, exchange or convert such Optioned Security for or into Common Stock prior to the date of the Closing. (cd) At the Closing, (i) each Stockholder whose Optioned Securities are being purchased shall deliver to Purchaser (or its designee) such Stockholder's Optioned Securities by delivery of a certificate or certificates evidencing such Optioned Securities in the denominations designated by Purchaser, in its Exercise Notice delivered pursuant to Section 3.02(b), duly endorsed to Purchaser or accompanied by stock powers duly executed in favor of Purchaser, with all necessary stock transfer stamps affixed, and (ii) Purchaser shall pay to each such Stockholder the aggregate Purchase Price for such Stockholder's Optioned Securities. (e) The OPTION GRANTOR Option Closing shall terminate upon be subject to the earliest to occur ofsatisfaction of each of the following conditions: (i) no Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law which is then in effect and has the Effective Time effect of making the acquisition of the MergerOptioned Securities by Purchaser pursuant to the exercise of the Options illegal or otherwise restricting, preventing, delaying or prohibiting consummation of the purchase and sale of the Optioned Securities pursuant to the exercise of the Options; (ii) any waiting period applicable to the termination consummation of the Merger Agreement purchase and sale of the Optioned Securities pursuant to Section 10.1 thereof, other than the exercise of the Options under circumstances which also constitute a Trigger Event under this Agreement;the HSR Act shall have expired or been terminated; and (iii) 180 days following any termination Purchaser or Parent shall have purchased (or shall concurrently purchase with the consummation of this Agreement), a number of Common Shares under the Stock Purchase Agreement and the other Stockholder Agreement such that, together with the Series B Shares, Warrants and Shares to be purchased hereunder, the Purchaser or an affiliate thereof would own a majority of the Merger Agreement upon or during the continuance of outstanding Shares on a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDERfully diluted basis. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn.

Exercise of Option. (a) The OPTION GRANTOR Extension Option may shall be exercised by OPTION HOLDERTenant, if at all, only in whole or in part, at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). following manner: (i) OPTION GRANTOR Tenant shall notify OPTION HOLDER promptly deliver written notice (“Interest Notice”) to Landlord not before October 1, 2019 and not later than December 31, 2019 stating that Tenant may be interested in writing exercising the Extension Option, and together with the Interest Notice, Tenant may deliver evidence (collectively, the “Tangible Net Worth Documentation”) to Landlord of Tenant’s then-current tangible net worth and net income, in the occurrence of any Trigger Eventaggregate, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. computed in accordance with generally accepted accounting principles, but excluding goodwill as an asset (collectively, “Tangible Net Worth”); (ii) In Landlord, after receipt of Tenant’s Interest Notice, shall deliver written notice (the event OPTION HOLDER “Option Rent Notice”) to Tenant on or prior to January 31, 2020 setting forth Landlord’s determination of the Option Rent; and (iii) subject to Tenant’s right to object to the Challenger Fair Market Rental Rate and the Atlantic Fair Market Rental Rate as set forth in the next sentence, if Tenant wishes to exercise the OPTION GRANTOR Extension Option, OPTION HOLDER shall deliver to OPTION GRANTOR Tenant shall, on or before March 31, 2020 (the “Exercise Date”), exercise the Extension Option by delivering written notice (an "“Exercise Notice"”) specifying thereof to Landlord. If Landlord determines in Landlord’s Option Rent Notice that the total number Option Rent for the Challenger Premises for the Option Term shall equal the Challenger Fair Market Rental Rate pursuant to Section 8.1(i)(B) above, and/or that the Option Rent for the Atlantic Premises for the Option Term shall equal the Atlantic Fair Market Rental Rate pursuant to Section 8.1(ii)(B) above, then concurrently with Tenant’s delivery of OPTION GRANTOR Shares it wishes the Exercise Notice, Tenant may object, in writing, to purchase. (iii) Upon Landlord’s determination of the giving by OPTION HOLDER Challenger Fair Market Rental Rate and/or the Atlantic Fair Market Rental Rate, as the case may be, for the Option Term set forth in the Option Rent Notice, in which event such Challenger Fair Market Rental Rate and/or Atlantic Fair Market Rental Rate, as the case may be, shall be determined pursuant to OPTION GRANTOR Section 8.3 below. Tenant’s failure to deliver the Interest Notice or Exercise Notice on or before the applicable delivery dates therefor specified hereinabove shall be deemed to constitute Tenant’s waiver of the Extension Option. If Tenant timely delivers the Exercise Notice and the tender does not affirmatively state therein that Tenant accepts Landlord’s determination of the applicable aggregate Exercise PriceChallenger Fair Market Rental Rate and/or the Atlantic Fair Market Rental Rate, OPTION HOLDERas the case may be, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waivedthe Option Rent Notice, then Tenant shall be deemed to have objected to Landlord’s determination of such Challenger Fair Market Rental Rate and/or Atlantic Fair Market Rental Rate, as the case may be, in which event such Challenger Fair Market Rental Rate and/or Atlantic Fair Market Rental Rate, as the case may be, shall be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement determined pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of 8.3 below. If Landlord determines in Landlord’s Option Rent Notice that the Merger Agreement upon or during Option Rent for the continuance of a Trigger Event (or if, at Challenger Premises shall equal the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid Challenger Floor Base Rent pursuant to Section 5 8.1(i)(A) above and/or that the Option Rent for the Atlantic Premises shall equal the Atlantic Floor Base Rent pursuant to Section 8.1(ii)(A) above, as the case may be, such determination shall be final and conclusive, and the following provisions of this Agreement or demand therefor has been made and Section 8.3 shall not withdrawnapply with respect to such applicable determination.

Exercise of Option. (a) The OPTION GRANTOR Subject to the other terms and provisions of this Agreement, the Option may shall be exercised exercisable by OPTION HOLDERwritten notice timely given to the Company by the Optionee (the "EXERCISE NOTICE"), which notice (i) shall state the number of Shares that the Optionee then desires to purchase, and (ii) shall be accompanied by payment in whole or in part, at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) full of the Merger Agreement Option Price for each of such Shares. (provided that the events specified in Section 10.3(a)(ii)(Ab) Payment of the Merger Agreement Option Price shall have occurred, although be made by the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred)following methods, or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event").combination thereof: (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option.cash; (ii) In by delivery of Optionee's secured promissory note in the event OPTION HOLDER wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase.form attached hereto as Attachment I; or (iii) Upon if the giving Shares are Publicly Traded at the time of exercise, by OPTION HOLDER to OPTION GRANTOR surrender of Shares owned by the Exercise Notice and Optionee (the tender "PAYMENT SHARES"), the aggregate Market Price of 4 which shall be credited against the applicable aggregate Exercise Option Price; provided, OPTION HOLDERhowever, that in lieu of actually tendering the Payment Shares, the Optionee may make a constructive exchange of such Payment Shares ("CONSTRUCTIVE EXCHANGE") pursuant to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder procedures set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder subsection (c) of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closingthis Section. (c) The OPTION GRANTOR Optionee shall notify the Company in writing of any election to pay all or a portion of the Option Price using a Constructive Exchange (which notice may be included in the Exercise Notice). Such notice shall terminate upon specify the earliest number of Payment Shares to occur of: be used in the Constructive Exchange and shall include (i) a notarized statement attesting to the number of Payment Shares, if any, that are held by a registered securities broker for the Optionee in "street name", and (ii) the certificate numbers for all Shares, if any, registered in the name of Optionee. Upon receipt of such notice and the required information referred to in the immediately preceding sentence, the Company shall confirm ownership of the Payment Shares by reference to Company records. Upon such confirmation, the Company shall treat the Payment Shares as being constructively exchanged, and accordingly, the Company shall issue to the Optionee a net number of Shares equal to (i) the Effective Time number of Shares subject to the Merger; option exercise for which the Constructive Exchange is being exercised, less (ii) the termination number of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment Payment Shares. The Optionee may elect to exercise shall have been removed or shall have become final and not using a Constructive Exchange any number of times in succession, subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of compliance with the Trigger Payment procedures set forth in Section 5 of this Agreement to OPTION HOLDERherein. (d) Notwithstanding Unless the foregoingCompany and Optionee shall make mutually acceptable alternative arrangements, at the OPTION GRANTOR Option may not time of exercise of the Option, Optionee shall pay to the Company any federal, state and local taxes required by law to be exercised if (i) OPTION HOLDER is paid or withheld in material breach connection with such exercise, which payment shall be made in cash or by delivery of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or Optionee's secured promissory note in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn.form attached hereto as Attachment I.

Exercise of Option. (ai) The OPTION GRANTOR Each Optionholder shall each have the right, but not the obligation, to exercise its Option may be exercised at 10:00 A.M., New York City time on July 7, 2006 or, if such day is not a Business Day, on the next succeeding Business Day (the "Exercise Date"), by OPTION HOLDER, paying to ▇▇▇▇▇▇▇ Capital the Settlement Price in whole or in part, at any time or from time accordance with the following procedures and limitations. Each Optionholder shall give written notice to time after ▇▇▇▇▇▇▇ Capital and the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to other Optionholder during a termination fee under Section 10.3(a) period beginning on the first Business Day following the first anniversary of the Merger signing of this Agreement (which signing occurred June 24, 2005) and ending on the fourth Business Day following such anniversary (but in no event prior to the beginning of such period) indicating whether it will purchase the Option Amount pursuant to its Option. Any such notice shall become irrevocable at the end of such fourth Business Day. If no notice is received from an Optionholder by ▇▇▇▇▇▇▇ Capital during such period, ▇▇▇▇▇▇▇ Capital shall so notify such Optionholder and the other Optionholder and for two (2) Business Days after such notice is received, an Optionholder who had not given notice may give notice as provided above. An Optionholder's failure to notify ▇▇▇▇▇▇▇ Capital that it will purchase the events specified Option Amount in accordance with this Section 10.3(a)(ii)(A2(a) shall be deemed to be an irrevocable election by such Optionholder not to exercise its Option. Notwithstanding the foregoing, an Optionholder's failure to notify ▇▇▇▇▇▇▇ Capital that it will purchase the Option Amount in accordance with this Section 2(a) or to deliver the Settlement Price on July 7, 2006 shall not be deemed an irrevocable election not to exercise its Option to the extent (i) such failure is the result of any outbreak or escalation of hostilities, declaration by the United States of a national emergency or war, or other calamity or crisis the effect of which is such as to pose extreme difficulty for the Optionholder to timely deliver such notice or exercise its Option on the Exercise Date or a circumstance in which the Chief Financial Officer, the Treasurer and the General Counsel of an Optionholder are disabled during a period that includes the first anniversary of the Merger signing of this Agreement shall have occurredand ending on the fourth Business Day thereafter (each a "Delaying Event") and such Optionholder delivers the Settlement Price as soon as practicable, although but in no event later than five (5) Business Days, following the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) later of the Merger Agreement onset of the Delaying Event or the availability of communication systems sufficient to permit the delivery of such notice or (regardless ii) (A) such failure is a result of whether a failure by the Merger Agreement is actually terminated or whether there occurs Federal Reserve Wire System to deliver the Settlement Price, (B) such Optionholder delivered the appropriate wire instructions in a closing timely manner to effect the transfer of any the Settlement Price to ▇▇▇▇▇▇▇ Capital through the Federal Reserve Wire System prior to the Exercise Date and (C) ▇▇▇▇▇▇▇ Capital receives the Settlement Price from such Optionholder no later than five(5) Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary)Days after July 7, any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event")2006. (iA) OPTION GRANTOR If MGIC fails to give notice to ▇▇▇▇▇▇▇ Capital that it will purchase the MGIC Option Amount or elects not to exercise its Option and Radian has elected to purchase the Radian Option Amount, ▇▇▇▇▇▇▇ Capital shall notify OPTION HOLDER promptly in writing of the occurrence of any Trigger Event, it being understood that the giving Radian of such failure (B) If Radian fails to give notice by OPTION GRANTOR to ▇▇▇▇▇▇▇ Capital that it will purchase the Radian Option Amount or elects not to exercise its Option and MGIC has elected to purchase the MGIC Option Amount, ▇▇▇▇▇▇▇ Capital shall not notify MGIC of such failure or election on or prior to two (2) Business Days prior to July 7, 2006, and MGIC shall be a condition entitled pursuant to its Option to purchase the Radian Option Amount in addition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER shall deliver to OPTION GRANTOR MGIC Option Amount by delivering written notice to ▇▇▇▇▇▇▇ Capital to that effect on or prior to one (an "Exercise Notice"1) specifying the total number of OPTION GRANTOR Shares it wishes Business Day prior to purchaseJuly 7, 2006. (iii) Upon Unless otherwise agreed by the giving by OPTION HOLDER to OPTION GRANTOR parties and except as provided in the final sentence of the Exercise Notice and the tender Section 2(a)(i), each Optionholder exercising its Option shall make payment on July 7, 2006 of the applicable aggregate Exercise Price, OPTION HOLDER, its Settlement Price in immediately available funds to the extent permitted account specified in writing to such Optionholder by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER▇▇▇▇▇▇▇ Capital. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn.

Exercise of Option. (a) The OPTION GRANTOR Option Subject to the conditions below and as set forth in 1.03 hereof, Grantee may be exercised by OPTION HOLDERexercise the Option, in whole or in part, at any time or from time to time on any business day after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER date hereof and prior to a termination fee under Section 10.3(a) of 5:00 p.m., Minneapolis time, on November 5, 2010 (the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger EventEXPIRATION DATE"). (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER . If Grantee wishes to exercise the OPTION GRANTOR OptionOption for all or some of the Optioned Shares, OPTION HOLDER Grantee shall deliver to OPTION GRANTOR send a written notice (an the "Exercise NoticeEXERCISE NOTICE") to the Grantors specifying the total number of OPTION GRANTOR Optioned Shares it that Grantee wishes to purchase. purchase pursuant to such exercise and the place (iii) Upon which shall be within the giving by OPTION HOLDER to OPTION GRANTOR State of Minnesota), the date of purchase (which shall be not less than one nor more than 20 business days after the date of the Exercise Notice Notice, and no later than the Expiration Date), and the tender time for the closing of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) purchase. Each closing of a purchase of OPTION GRANTOR Optioned Shares (a "ClosingCLOSING") shall occur take place at a the place, on a date, the date (the "CLOSING DATE") and at a the time designated by OPTION HOLDER Grantee in an the Exercise Notice; PROVIDED, HOWEVER, that if, at any Closing Date, the conditions set forth in Section 1.04 shall not have been satisfied (or waived by the Grantors), Grantee may postpone the Closing until a date within five business days after such conditions are satisfied (but no later than the Expiration Date). (b) The number of Optioned Shares that Grantee wishes to purchase pursuant to each Exercise Notice delivered at least two business days shall be allocated between the Grantors based upon mutual agreement of the Grantors. If the Grantors cannot mutually agree upon such allocation prior to a given Closing, the date Optioned Shares with respect to such Closing shall be allocated first to the Estate and then to MRAI; PROVIDED, HOWEVER, that in no event shall more than an aggregate of 574,159 shares of Common Stock be allocated to the ClosingEstate. The obligations of each Grantor pursuant to this Agreement are several and not joint. (c) The OPTION GRANTOR Grantee shall not be under any obligation to deliver any Exercise Notice and may allow the Option shall to terminate upon without purchasing any Optioned Shares hereunder; PROVIDED, HOWEVER, that once Grantee has delivered to the earliest Grantors an Exercise Notice, subject to occur of: (i) the Effective Time terms and conditions of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of , Grantee shall be bound to effect the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of purchase as described in such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDERExercise Notice. (d) Notwithstanding The Purchase Price for the foregoingOptioned Shares to be purchased upon any exercise of the Option shall be payable, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is at Grantee's option, in material breach of any of its representations cash or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawncashier's check.

Exercise of Option. (a) The OPTION GRANTOR Option may option contained in this Extension Rider shall be exercised by OPTION HOLDERTenant, if at all, only in whole or in part, at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). following manner: (i) OPTION GRANTOR Tenant shall notify OPTION HOLDER promptly in writing deliver written notice to Landlord not more than thirteen (13) months nor less than eleven (11) months prior to the expiration of the occurrence of any Trigger Event, it being understood initial Lease Term stating that the giving of such notice by OPTION GRANTOR shall not Tenant may be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. interested in exercising its option; (ii) In Landlord, after receipt of Tenant's notice, shall deliver notice (the event OPTION HOLDER "Option Rent Notice") to Tenant not less than ten (10) months prior to the expiration of the initial Lease Term setting forth Landlord's determination of the Option Rent; and (iii) if Tenant wishes to exercise such option, Tenant shall, on or before the OPTION GRANTOR Optiondate (the "Exercise Date") which is the earlier of (A) the date occurring nine (9) months prior to the expiration of the initial Lease Term, OPTION HOLDER shall deliver to OPTION GRANTOR and (B) the date occurring thirty (30) days after Tenant's receipt of the Option Rent Notice, exercise the option by delivering written notice (an "Exercise Notice") specifying thereof to Landlord. If Landlord determines in the total number Option Rent Notice that the Option Rent shall equal the amount set forth in clause (i) of OPTION GRANTOR Shares it wishes Section 2 above, such determination shall be conclusive and all the provisions of Section 4 below shall not apply. If, however, Landlord determines in the Option Rent Notice that the Option Rent shall be the Fair Market Rental Rate, then Tenant may, at its option, object to purchase. (iii) Upon the giving Fair Market Rental Rate contained in the Option Rent Notice, by OPTION HOLDER delivering written notice thereof to OPTION GRANTOR Landlord concurrently with Tenant's delivery to Landlord of its Exercise Notice. Tenant's failure to deliver the Exercise Notice and on or before the tender of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waivedDate, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any Tenant's waiver of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawnextension right hereunder.

Exercise of Option. (a) The OPTION GRANTOR Option may be exercised by OPTION HOLDERProvided no Event of Default, in whole or in partevent which, at any with notice or lapse of time or both, would constitute an Event of Default, has occurred and is continuing under the Lease, as hereby amended, Lessor hereby grants to Guarantor the option to purchase at the end of the Fixed Term and each Extended Term, as the case may be, the Leased Property of the Sun City Facility, Homewood Facility and/or Holland Facility at the then Option Repurchase Price for such Facility; provided, however, that Guarantor may only exercise its option to purchase the Sun City Facility and Homewood Facility, if at all, as a group and upon any exercise thereof the purchase transaction therefor shall close simultaneously in accordance with the provisions of this Section 6(a). Subject to the foregoing, each such option shall be exercised, if at all, upon written notice from time Guarantor to time after Lessor given not earlier than eighteen (18) months and not less than fifteen (15) months prior to the Merger Agreement becomes terminable expiration of the Fixed Term or the applicable Extended Term, as the case may be, and concurrently with such notice to Lessor, opening an escrow (the “Escrow”) with and by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(adepositing two and one-half percent (2½%) of the Merger Agreement applicable purchase price (provided that the events specified in Section 10.3(a)(ii)(A“Opening Deposit”) and a copy of the Merger Agreement shall have occurredthis Amendment, although the events specified in Section 10.3(a)(ii)(Bwith a national title company reasonably acceptable to Lessor (“Escrow Holder”) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). (i) OPTION GRANTOR shall notify OPTION HOLDER promptly and informing Lessor in writing of the occurrence of any Trigger Event, it being understood that the giving establishment of such notice by OPTION GRANTOR Escrow along with the Escrow number therefor. If Guarantor shall not be a condition entitled to the right exercise such option (e.g., by reason of OPTION HOLDER an Event of Default) or shall be entitled to exercise the OPTION GRANTOR Option. same but shall fail to do so within the time and in the manner herein provided, such option shall lapse and thereafter not be exercisable by Guarantor (ii) except that such option shall continue to be effective with respect to the exercise period occurring at the end of each subsequent Extended Term, if any). Without limiting the foregoing, if Guarantor shall not be entitled to exercise such option or shall be entitled to exercise the same but shall fail to do so within the time and in the manner herein provided, such option shall automatically terminate without further action by either party (except that such option shall continue to be effective with respect to the exercise period occurring at the end of each subsequent Extended Term, if any). No failure by Lessor to notify Guarantor of any defect in any attempted exercise of the foregoing option shall be deemed a waiver by Lessor of the right to insist upon Guarantor’s exercise of such option in strict accordance with the provisions hereof. In the event OPTION HOLDER wishes to that Guarantor shall properly and timely exercise the OPTION GRANTOR Optionsuch option, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR of the Exercise Notice and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, then such transaction shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed consummated on or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. within ten (iv10) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day periodFixed Term or Extended Term, as applicable (the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998“Outside Closing Date”); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn.

Exercise of Option. (a) The OPTION GRANTOR Option may option contained in this Section 2.2 shall be exercised by OPTION HOLDERTenant, if at all, only in the manner set forth in this Section 2.2.3. Tenant shall deliver notice (the “Exercise Notice”) to Landlord not more than eighteen (18) months nor less than twelve (12) months prior to the expiration of the initial Lease Term, stating that Tenant is irrevocably exercising its extension option; provided, however, in whole or in part, at any time or from time the event Tenant fails to time after deliver the Merger Agreement becomes terminable Exercise Notice by OPTION HOLDER under circumstances the date which could entitle OPTION HOLDER is twelve (12) months prior to a termination fee under Section 10.3(a) the expiration of the Merger Agreement initial Lease Term, then Landlord shall deliver Tenant written notice of such failure (provided that the events specified “Reminder Notice”), in Section 10.3(a)(ii)(Awhich event, notwithstanding the failure identified in such Reminder Notice, Tenant shall be deemed to have timely delivered the Exercise Notice as long as the same is delivered to Landlord within five (5) business days following Tenant’s receipt of the Merger Agreement Reminder Notice. If Tenant timely delivers an Exercise Notice to Landlord, then, on or before the date which is nine (9) months prior to the expiration of the initial Lease Term, Tenant shall have occurred, although deliver to Landlord Tenant’s calculation of the events specified in Section 10.3(a)(ii)(BMarket Rent (the “Tenant’s Option Rent Calculation”). Landlord shall deliver notice (the “Landlord Response Notice”) thereof need not have occurredto Tenant on or before the date that is eight (8) months prior to the end of the Lease Term (the “Landlord Response Date”), stating that (A) Landlord is accepting Tenant’s Option Rent Calculation as the Market Rent, or Section 10.3(b(B) rejecting Tenant’s Option Rent Calculation and setting forth Landlord’s calculation of the Merger Agreement Market Rent (regardless the “Landlord’s Option Rent Calculation”). Within ten (10) business days of whether its receipt of the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a SubsidiaryLandlord Response Notice, Tenant shall deliver written notice to Landlord (the “Tenant Election Notice”), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred shall set forth Tenant’s election to herein as a "Trigger Event"). either (i) OPTION GRANTOR shall notify OPTION HOLDER promptly accept the Market Rent contained in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. Landlord’s Option Rent Calculation or (ii) In reject the Market Rent contained in the Landlord’s Option Rent Calculation, in which event OPTION HOLDER wishes to exercise the OPTION GRANTOR Optionparties shall follow the procedure, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR of the Exercise Notice and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder Market Rent shall be determined as set forth in Section 3 have been satisfied or waived, 2.2.4. Tenant’s failure to timely deliver the Tenant Election Notice shall be conclusively deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered constitute Tenant’s election to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior proceed pursuant to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; alternative (ii) from the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDERimmediately preceding sentence. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn.

Exercise of Option. (a) The OPTION GRANTOR Option may option contained in this Section 2.2 shall be exercised by OPTION HOLDERTenant, if at all, only in whole or in part, at any time or from time to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). following manner: (i) OPTION GRANTOR Tenant shall notify OPTION HOLDER promptly in writing deliver written notice ("INTEREST NOTICE") to Landlord on or before the date which is six (6) months prior to the expiration of the occurrence of any Trigger Eventinitial Lease Term, it being understood stating that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. Tenant is interested in exercising its option; (ii) In Landlord, after receipt of Tenant's notice, shall deliver notice (the event "OPTION HOLDER RENT NOTICE") to Tenant not less than four (4) months prior to the expiration of the initial Lease Term, setting forth the Option Rent; and (iii) if Tenant wishes to exercise such option, Tenant shall, on or before the OPTION GRANTOR Optionearlier of (A) the date occurring three (3) months prior to the expiration of the initial Lease Term, OPTION HOLDER shall and (B) the date occurring thirty (30) days after Tenant's receipt of the Option Rent Notice, exercise the option by delivering the Option Notice to Landlord and upon, and concurrent with, such exercise, Tenant may, at its option, object to the Option Rent determined by Landlord. Failure of Tenant to deliver the Interest Notice to OPTION GRANTOR written notice Landlord on or before the date specified in (an "Exercise Notice"i) specifying above or to deliver the total number of OPTION GRANTOR Shares it wishes Option Notice to purchase. Landlord on or before the date specified in (iii) Upon above shall be deemed to constitute Tenant's failure to exercise its option to extend. If Tenant timely and properly exercises its option to extend, the giving by OPTION HOLDER to OPTION GRANTOR Lease Term shall be extended for the Option Term upon all of the Exercise terms and conditions set forth in this Lease, except that the Rent shall be as indicated in the Option Rent Notice unless Tenant, concurrently with its exercise, objects to the Option Rent contained in the Option Rent Notice, in which case the parties shall follow the procedure, and the tender of the applicable aggregate Exercise PriceOption Rent shall be determined, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder as set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER2.2.3 below. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to the date of the Closing. (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDER. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn.

Exercise of Option. (a) The OPTION GRANTOR Grantee may exercise the Option, with respect to any or all of the Option may be exercised by OPTION HOLDER, in whole or in part, Shares at any time or from time times, subject to time the provisions of Section 2(c), after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances occurrence of any event as a result of which could entitle OPTION HOLDER the Grantee is unconditionally entitled to a termination fee under receive the Termination Fee pursuant to Section 10.3(a5.10(b) of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary), any such event by which the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Purchase Event"); provided, that (i) except as provided in the last sentence of this Section 2(a), the Option will terminate and be of no further force and effect upon the Effective Time, and (ii) any purchase of Option Shares upon exercise of the Option will be subject to compliance with the HSR Act and the obtaining or making of any consents, approvals, orders, notifications, filings or authorizations, the failure of which to have obtained or made would have the effect of making the issuance of Option Shares to Grantee illegal (the "Regulatory Approvals"). Notwithstanding the termination of the Option, Grantee will be entitled to purchase the Option Shares if it has exercised the Option in accordance with the terms hereof prior to the termination of the Option and the termination of the Option will not affect any rights hereunder which by their terms do not terminate or expire prior to or as of such termination. (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of the occurrence of any Trigger Event, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (iib) In the event OPTION HOLDER that Grantee is entitled to and wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER shall deliver it will send to OPTION GRANTOR Issuer a written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR of the Exercise Notice and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted by law and OPTION GRANTOR's organizational documents, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur at a place, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior to ; the date of which being herein referred to as the "Notice Date") to that effect which Exercise Notice also specifies the number of Option Shares, if any, Grantee wishes to purchase pursuant to this Section 2(b), the denominations of the certificate or certificates evidencing the Option Shares which Grantee wishes to purchase pursuant to this Section 2(b) and a date (an "Option Closing Date"), subject to the following sentence, not earlier than seven business days nor later than 20 business days from the Notice Date for the closing of such purchase (an "Option Closing"). Any Option Closing will be at an agreed location and time in New York, New York on the applicable Option Closing Date or at such later date as may be necessary so as to comply with the first sentence of Section 2(a). (c) The OPTION GRANTOR Notwithstanding anything to the contrary contained herein, any exercise of the Option and purchase of Option Shares shall terminate upon be subject to compliance with applicable laws and regulations, which may prohibit the earliest purchase of all the Option Shares specified in the Exercise Notice without first obtaining or making certain Regulatory Approvals. In such event, if the Option is otherwise exercisable and Grantee wishes to occur of: exercise the Option, the Option may be exercised in accordance with Section 2(b) and Grantee shall acquire the maximum number of Option Shares specified in the Exercise Notice that Grantee is then permitted to acquire under the applicable laws and regulations, and if Grantee thereafter obtains the Regulatory Approvals to acquire the remaining balance of the Option Shares specified in the Exercise Notice, then Grantee shall be entitled to acquire such remaining balance. Issuer agrees to use its reasonable best efforts to assist Grantee in seeking the Regulatory Approvals. In the event (i) Grantee receives official notice that a Regulatory Approval required for the purchase of any Option Shares will not be issued or granted or (ii) such Regulatory Approval has not been issued or granted within six months of the date of the Exercise Notice, then with respect to the number of Option Shares for which such Regulatory Approval will not be issued or granted or has not been issued or granted, Grantee shall have the right to send to Issuer an Exercise Notice with respect to such number of Option Shares. If Grantee sends to Issuer such an Exercise Notice, then Issuer shall pay to Grantee on the Option Closing Date, in exchange for the cancellation of the Option with respect to such number of Option Shares as Grantee specifies in the Exercise Notice, an amount in cash equal to such number of Option Shares multiplied by the difference between (i) the Effective Time average closing price, for the 10 trading days commencing on the 12th trading day immediately preceding the Option Closing Date, per share of Issuer Common Stock as reported on The Nasdaq National Market (or, if not listed on The Nasdaq National Market, as reported on any other national securities exchange or national securities quotation system on which the Merger; Issuer Common Stock is listed or quoted, as reported in The Wall Street Journal (Northeast edition), or, if not reported thereby, any other authoritative source) (the "Closing Price") and (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDERPurchase Price. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not be exercised if (i) OPTION HOLDER is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawn.