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 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. 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 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. 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. (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 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. (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 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. 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. (ai) The OPTION GRANTOR Subject to Section 2.9(c), SIIL may exercise the Option may be exercised by OPTION HOLDER, in whole or in part, at any time or from time during the Option Period upon delivery of written notice to time after Visterra (the Merger Agreement becomes terminable “Option Exercise Notice”). If SIIL does not exercise the Option by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) the end of the Merger Agreement (provided that Option Period, or if SIIL provides Visterra with written notification at any time prior to the events specified in Section 10.3(a)(ii)(A) end of the Merger Agreement Option Period that it will not exercise the Option, then the Option shall expire without being exercised, and Visterra 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, either by itself or with a Third Party, research, Develop, Manufacture and Commercialize the Product in the Option Territory without further obligation to exercise the OPTION GRANTOR OptionSIIL. (ii) In If SIIL exercises its Option within the event OPTION HOLDER wishes to exercise Option Period then, promptly after Visterra’s receipt of the OPTION GRANTOR Option, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (an "Option Exercise Notice") specifying , the total number Parties shall negotiate in good faith, for a period of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR [**] days after Visterra’s receipt of the such Option Exercise Notice and (the tender of the applicable aggregate Exercise Price“Negotiation Period”), OPTION HOLDER, an amendment 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 this Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute the Licensed Territory would be expanded to include the Option Territory on a Trigger Event under this Agreement; non-exclusive basis and SIIL would agree to meet certain agreed upon Development and Commercialization diligence milestones within an agreed upon time period (iii) 180 the “Option Amendment”). Within [**] days following any termination after the execution of the Merger Agreement Option Amendment by both Parties, SIIL shall pay to Visterra a one-time, non-refundable and non-creditable upfront fee of [**] Dollars ($[**]). The Option Amendment shall only be effective upon or during the continuance of a Trigger Event (or if, at the expiration Visterra’s receipt of such 180 day periodpayment. If the Parties, despite good faith negotiations, are unable to enter into such Option Amendment within the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgmentNegotiation Period, decree, order, law or regulation, ten business days after such impediment to exercise then Visterra shall have been removed the right to, either by itself or shall have become final with a Third Party, research, Develop, Manufacture 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 Commercialize 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 Product in the Merger Agreement, or (ii) a Trigger Payment has been paid pursuant Option Territory without further obligation to Section 5 of this Agreement or demand therefor has been made and not withdrawn.SIIL

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 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 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 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. (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 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. (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 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 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 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 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 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. 4.1 The Option shall be exercised by Option Holder delivering to Lessee and Sub-Lessee an Option Notice, which shall be irrevocable when given (the date of such notice, the “Option Date”). The Option Notice shall: (a) The OPTION GRANTOR specify the name of Buyer nominated by Option may be exercised by OPTION HOLDER, in whole or in part, Holder to purchase the Vessel; (b) specify a time and date 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 Vessel is to herein as a "Trigger Event"). be delivered to Buyer (iand such date (and time) 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. earlier than thirty (ii30) In the event OPTION HOLDER wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER shall deliver to OPTION GRANTOR written notice days or later than ninety (an "Exercise Notice"90) 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, 1998the Option Date); and (ivc) payment by OPTION GRANTOR specify a port at which the Vessel is to be delivered to Buyer (which may be any port at which the Vessel can safely enter and remain always afloat) (the “Place of Delivery”). 4.2 Each of the Trigger Payment set forth Parties (other than Option Holder) hereby agree to exercise all their respective rights pursuant to the Applicable Agreements so as to arrange and effect the sale of the Vessel in Section 5 accordance with the terms of this Agreement and the Option Notice, without further negotiation or amendment to OPTION HOLDERany of the material terms and conditions of this Agreement. (d) 4.3 Notwithstanding the foregoingrespective Parties’ rights and obligations under this Agreement, Owner hereby agrees that it shall, and shall deliver to the OPTION GRANTOR Buyer the documents listed in Clause 8.2 upon payment by Buyer of the Option may Price pursuant to Clause 3.3 irrespective of whether or not be exercised if (i) OPTION HOLDER is in material breach of any of Lessee has performed its representations or warrantiesobligations under Clause 3.2; provided, or in material breach of any of its covenants or agreementshowever, contained that nothing in this Agreement Clause 4.3 shall limit or restrict in any way whatsoever Owner’s rights against Lessee or Lessee Parent (as the case may be) for any failure or delay by such Parties in the Merger performance of their respective obligations to Option Holder or Buyer under this Agreement. Further, Owner hereby acknowledges and agrees that Owner shall have no recourse against Option Holder, Buyer or (ii) a Trigger Payment has been paid pursuant the Vessel for any failure or delay by such Parties in the performance of their respective obligations to Section 5 of Option Holder or Buyer under this Agreement or demand therefor has been made and not withdrawnAgreement.

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 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 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 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 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 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 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) 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 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 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. 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. (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 Option may be exercised by OPTION HOLDER, in whole or in part, If the Non-Affiliated Members shall at any time or from time desire to time after purchase the Merger Agreement becomes terminable entire Membership Interest of a Defaulting Member and its Affiliates, if any, when allowed so to do as the result of circumstances triggering the use of this Section 20.03, they may exercise said right and option to purchase a Defaulting Member and its Affiliates' entire Membership Interest by OPTION HOLDER under circumstances which could entitle OPTION HOLDER giving written notice to a termination fee under Section 10.3(a) of the Merger Agreement all Members unequivocally stating that they are exercising such right and option (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 said notice 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 hereinafter 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 ). Except as provided in the total number immediately following sentence of OPTION GRANTOR Shares it wishes this Section 20.03(b), the purchase price for said Defaulting Member and its Affiliates' entire Membership Interest (said amount being hereinafter referred to purchase. (iii) Upon as the giving by OPTION HOLDER to OPTION GRANTOR of the Exercise Notice and the tender of the applicable aggregate Exercise "Default Purchase 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 be an Exercise Notice delivered at least two business days prior amount equivalent to the date seventy-five percent (75%) of the Closing. value of the Defaulting Member and its Affiliates' Membership Interest computed by utilization of the Appraisal Procedure set forth on Exhibit D, with such Appraisal Procedure being used to determine the Appraised Value of the Project and the resulting value of a Member's Membership Interest as set forth on Exhibit D (c) The OPTION GRANTOR Option the "Default Formula Price"). If the Appraised Value of the Project as so determined, net of any outstanding Constructions Loans and/or Permanent Financing/Refinancing, is less than the sum of all unreturned Initial Contributions, Mandatory Contributions and Non-Required Contributions of the Members and accrued and unpaid Interest/Return thereon, the Default Purchase Price shall terminate upon be the earliest to occur of: greater of (i) the Effective Time of the Merger; Default Formula Price and (ii) an amount equal to the termination amount that would be distributed to the Defaulting Member and its Affiliates upon a Capital Events Distribution in an amount equal to the Appraised Value of the Merger Agreement Project as so determined, net of any outstanding Constructions Loans and/or Permanent Financing/Refinancing. The Default Purchase Price, as determined under the two immediately preceding sentences, shall be adjusted pursuant to 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 of 20.06 below. Said purchase shall be on the Merger Agreement upon or during terms and pursuant to 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 procedures set forth herein and the closing of said transaction shall take place in accordance with the provisions of 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.20.06

Exercise of Option. (a) The OPTION GRANTOR Option Shares 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) Corporate 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 (Optionee 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 Optionee 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 shares by the broker-dealer. If the shares purchased upon the exercise of an Option or a portion thereof cannot be 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 said shares on the open market. The broker-dealer will remit proceeds of the sale to the Company which will remit net proceeds to the Optionee after repayment of the borrowing, deduction of costs, if any, and withholding of taxes. The Optionee's borrowing from the Company on an open account shall be a personal obligation of the Optionee 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 exerciseborrowing and the exercise of the Option or portion thereof, notwithstanding title to the shares shall pass to the Optionee 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 whatsoever. The Optionee agrees that if this broker-dealer exercise method under this paragraph is used, 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 Optionee promises unconditionally to OPTION HOLDERpay the Company the full balance in his open account at any time upon demand. Optionee also agrees to pay interest on the account balance at the AFR for short-term loans from and after demand. (ivb) Each closing Notwithstanding provisions for regular exercise, if more than 80% of a purchase the aggregate value of OPTION GRANTOR Shares (a "Closing") shall occur at a placeall classes of Company common stock is owned, directly or indirectly, by RJR Nabisco Holdings Corp. 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 exercise then the ClosingCompany may, in its absolute discretion, make a cash payment to the Optionee, net of taxes, equal to the product of (x) and (y), where (x) is the excess of the fair market value of Common Stock on the date of exercise over the exercise price, and (y) is the number of shares subject to the Option(s) being exercised. Such cash payment shall be in lieu of delivery of shares. (c) The OPTION GRANTOR Subject to Sections 2(b), 2(d), and 4, this Option shall terminate upon be vested in three installments. The first installment shall be vested on the earliest to occur of: (i) the Effective Time 1st of January following Date of Grant for 33% of the Merger; (ii) the termination number of shares of Common Stock subject to this Option. Thereafter, on each subsequent January 1st an installment shall become vested for 33% and 34%, respectively, of the Merger Agreement pursuant number of shares subject to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following Option until the Option has become fully vested. To the extent that any termination portion of the Merger Agreement upon Option is not exercised, it shall not expire, but shall continue to be vested at any time thereafter until this Option shall terminate, expire 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 surrendered. An 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 HOLDERbe for whole shares only. (d) Notwithstanding the foregoing, the OPTION GRANTOR This Option may shall not be exercised if (i) OPTION HOLDER is in material breach prior to 36 months after the Date 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 withdrawnGrant.

Exercise of Option. (a) The OPTION GRANTOR Option may Subject to the terms of this Section 2.2.1.1, the option shall be exercised by OPTION HOLDER, Tenant 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 “Option Interest Notice”) not less than three hundred thirty (330) days prior to the expiration of the occurrence Lease Term (the “Option Interest Notice Outside Date”), stating that (A) Tenant is interested in exercising its option and (B) the number of any Trigger Eventrentable square feet of the Premises, it being understood that the giving of such notice by OPTION GRANTOR shall not be a condition subject 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 limitations set forth in Section 3 have been satisfied or waived2.2.1, shall be deemed above, which Tenant desires to be lease during the holder of record Option Term; (ii) Landlord shall, after receipt of the OPTION GRANTOR Shares issuable upon such exerciseOption Interest Notice, notwithstanding that deliver written notice (the stock transfer books of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall “Option Rent Notice”) to Tenant not then be actually delivered to OPTION HOLDER. less than three hundred (iv300) 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 Closing. Lease Term (c) The OPTION GRANTOR the “Option Rent Notice Outside Date”), setting forth the proposed “Option Rent” as that term is defined in Section 2.2.1.2 below, which shall terminate upon be applicable to this Lease during the earliest to occur of: (i) the Effective Time of the Merger; (ii) the termination of the Merger Agreement pursuant to Section 10.1 thereofOption Term, other than under circumstances which also constitute a Trigger Event under this Agreement; and (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or ifA) Tenant may, at its option, on or before the date occurring two hundred seventy (270) days prior to the expiration of such 180 day periodthe Lease Term (the “Arbitration Notice Outside Date”), deliver a written notice to Landlord (the OPTION GRANTOR “Fair Market Rent Arbitration Notice”), pursuant to which Fair Market Rent Arbitration Notice, Tenant may object to the proposed Option canRent or request the determination of Option Rent, if no Option Rent Notice was given because Tenant did not give the Option Interest Notice, in either of which cases the parties shall follow the procedure, and the Option Rent shall be exercised by reason of any applicable judgmentdetermined, 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 2.2.2 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 AgreementLease, or (iiB) a Trigger Payment has been paid to the extent the terms of Section 2.2.2, below, are inapplicable (since Tenant did not deliver the Fair Market Rent Arbitration Notice), if Tenant wishes to exercise its extension option on the terms set forth in the Option Rent Notice, Tenant shall, on or before the date occurring two hundred seventy (270) days prior to the expiration of the Lease Term (the “Exercise Notice Outside Date”), exercise the option by delivering written notice thereof to Landlord (the “Option Exercise Notice”). Notwithstanding the foregoing terms of this Section 2.2.1.1, if the Renewal Space Tenant desires to lease during the Option Term consists of less than two (2) full floors, then for purposes of Tenant exercising its option to extend the Lease Term, the outside dates set forth above shall refer to the following outside dates: (a) the Option Interest Notice Outside Date shall instead mean not less than four hundred twenty-five (425) days prior to the expiration of the Lease Term; (b) the Option Rent Notice Outside Date shall mean not less than three hundred ninety-five (395) days prior to the expiration of the Lease Term; and (c) the Arbitration Notice Outside Date or the Exercise Notice Outside Date shall mean three hundred sixty-five (365) days prior to the expiration of the Lease Term. In the event Tenant fails to exercise its right to extend the Lease Term for the Option Term within the applicable time periods specified above, Tenant’s option rights as set forth in this Section 2.2.1.1 shall be terminated, and Tenant shall have no further rights pursuant to Section 5 the terms of this Agreement or demand therefor has been made and not withdrawnLease to extend the Lease Term.

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 the first paragraph of Section 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 Option Price and whereby the NASD Dealer irrevocably commits upon receipt of such shares to forward the Option 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 Option Price, and whereby the NASD Dealer irrevocably commits upon receipt of such shares to forward the Option 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 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 Each 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 after expiration of any applicable notice and cure periods 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 fifteen (15) months nor less than nine (9) months prior to the right expiration of OPTION HOLDER then Term of this Lease, 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 as part of Tenant’s Acceptance, 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 an 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 Monthly Rent for the Option Term shall be as indicated in the Option Rent Notice unless Tenant 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 HOLDER2.3(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 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 not more than twelve (12) months nor less than nine (9) 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 “Option Rent Notice”) to Tenant not more than ten (10) days after receipt of Tenant’s Interest Notice, nor less than eight (8) 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 Optiondate occurring ten (10) days after Tenant’s receipt of the Option Rent Notice, OPTION HOLDER shall 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. Landlord’s failure to timely deliver the giving by OPTION HOLDER Option Rent Notice within five (5) business days after ▇▇▇▇▇▇▇▇’s receipt of a second (2nd) written notice from Tenant sent no earlier than nine (9) months prior to OPTION GRANTOR the expiration of the Exercise initial Lease Term (which second (2nd) written notice shall state in UPPERCASED BOLD-FACED type that Landlord’s failure to deliver such Option Rent Notice within such five (5) business day period will permit Tenant to extend the Lease Expiration Date pursuant to this Section 2.2.2), shall, at Tenant’s election, permit Tenant to extend the Lease Expiration Date by one day for each day of Landlord delay, at the same Basic Rent as is payable in the Lease Expiration Month, without holdover premium or penalty. If Tenant timely and properly exercises its option to extend; the Lease Term shall be extended for the Option Term upon all of the 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 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 HOLDER2.2.3 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. For a Note to be so purchased at the option of the Holder, the Paying Agent must receive such Note duly endorsed for transfer, together with a written notice of purchase (a "Fundamental Change Purchase Notice") and the form entitled "Form of Fundamental Change Purchase Notice" on the reverse thereof duly completed, on or before the 35th day after the date of the Company Notice of the occurrence of such Fundamental Change, subject to extension to comply with applicable law. The Fundamental Change Purchase Notice shall state: (a) The OPTION GRANTOR Option may if certificated, the certificate numbers of the Notes which the Holder shall deliver to be exercised by OPTION HOLDERpurchased; (b) the portion of the Principal Amount of the Notes which the Holder shall deliver to be purchased, which portion must be $1,000 in Principal Amount or an integral multiple thereof; (c) that such Notes shall be purchased as of the Fundamental Change Purchase Date pursuant to the terms and conditions specified in paragraph 8 of the Notes and in this Supplemental Indenture; and (d) if the Company elects, pursuant to a Company Notice, to pay the Fundamental Change Purchase Price to be paid, 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) in Common Stock but such portion of the Merger Agreement (provided that the events specified Fundamental Change Purchase Price shall ultimately be payable to such Holder in Section 10.3(a)(ii)(A) Cash because any of the Merger Agreement conditions to the payment of the Fundamental Change Purchase Price in Common Stock are not satisfied prior to or on the Fundamental Change Purchase Date, as set forth herein, whether such Holder elects (x) to withdraw such Fundamental Change Purchase Notice as to some or all of the Notes to which such Fundamental Change Purchase Notice relates (stating the Principal Amount and certificate numbers of the Notes as to which such withdrawal shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurredrelate), or Section 10.3(b(y) to receive Cash in respect of the Merger Agreement entire Fundamental Change Purchase Price for all Notes (regardless or portions thereof) to which such Fundamental Change Purchase Notice relates. If a Holder, in such Holder's Fundamental Change Purchase Notice (and in any written notice of whether withdrawal of a portion of a Holder's Notes previously submitted for purchase pursuant to a Fundamental Change Purchase Notice, 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 Subsidiaryportion that remains subject to the Fundamental Change Purchase Notice), any fails to indicate 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 Holder's choice with respect to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER wishes to exercise the OPTION GRANTOR Optionforegoing election, 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, such Holder shall be deemed to be the holder have elected to receive Cash in respect 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 all Notes 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 such Fundamental Change Purchase Notice 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 withdrawncircumstances described in the preceding sentence.

Exercise of Option. (a) The OPTION GRANTOR Option may option contained in this Exhibit A 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 following manner: (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 occurredi), 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 Tenant shall notify OPTION HOLDER promptly in writing deliver written notice (“Interest Notice”) to Landlord between twelve (12) months and nine (9) months prior to the expiration of the occurrence of any Trigger EventLease 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 the event OPTION HOLDER wishes to exercise the OPTION GRANTOR OptionInterest Notice, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (an "Exercise the “Option Rent Notice"”) specifying to Tenant setting forth Landlord’s good faith determination of the total number Option Rent within thirty (30) days of OPTION GRANTOR Shares it wishes to purchase.receipt of Interest Notice; and (iii) Upon the giving by OPTION HOLDER If Tenant wishes to OPTION GRANTOR exercise such option, Tenant shall, within thirty (30) days after Tenant’s receipt of the Exercise Notice Option Rent Notice, exercise the option by delivering written notice (the “Option Notice”) to Landlord and, upon and the tender of the applicable aggregate Exercise Priceconcurrent with such exercise, OPTION HOLDERTenant 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 then 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. 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, subject to Section 3 below, shall 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 Renewal Option, except that the foregoing, the OPTION GRANTOR Option may not 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 AgreementOption Rent Notice or as determined in accordance with Section 3 below, or (ii) a Trigger Payment has been paid pursuant and all references herein to Section 5 of this Agreement or demand therefor has been made and not withdrawn.the Lease Term shall include the Option Term. JP-Corporate Place, LP / Intrusion, Inc. 7004442v2C

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 Vice President and 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 percentage of the aggregate number of shares offered by this Option determined by the number of full years from the date of grant hereof to the right date of OPTION HOLDER such exercise, in accordance with the following schedule: Percentage of Shares Number of Full Years That May be Purchased -------------------- --------------------- Less than 1 year 0% 1 year 33-1/3% 2 years 67% 3 years 100% This Option is not transferable otherwise than by will or the laws of descent and distribution or pursuant to a "qualified domestic relations order" as defined by the Code. The foregoing notwithstanding, while employed by the Company, Employee may, in Employee's sole discretion but subject to compliance with such rules and procedures as the Company may establish, transfer this Option (or a portion thereof) to Employee's spouse, children or grandchildren (including adopted and step children and grandchildren) ("Immediate Family"), to a trust solely for the benefit of Employee and members of Employee's Immediate Family, or to a partnership or limited liability company whose only partners or shareholders are Employee and members of Employee's Immediate Family. Employee's rights under this Agreement shall pass to the transferee and such transferee may exercise this Option (or such portion thereof as has been transferred) and all rights granted by this Agreement to the extent Employee was entitled to exercise the OPTION GRANTOR Option. (ii) In this Option during Employee's lifetime, or 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 HOLDEREmployee's death, to the extent permitted this Option would have been exercisable by law Employee's beneficiaries or heirs had this Option not been transferred prior to death. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this Option or of such rights contrary to the provisions hereof or in the Plan, or upon the levy of any attachment or similar process upon this Option or such rights, this Option and OPTION GRANTORsuch rights shall immediately become null and void. Except as provided above, this Option may be exercised during Employee's organizational documentslifetime only by Employee, and provided Employee's guardian or legal representative or a transferee under a qualified domestic relations order. This Option may be exercised only while Employee remains an employee of the Company, subject to the following exceptions: (a) If Employee's employment with the Company terminates by reason of disability (disability being defined as being physically or mentally incapable of performing either the Employee's usual duties as an Employee or any other duties as an Employee that the conditions Company reasonably makes available and such condition is likely to OPTION GRANTORremain continuously and permanently, as determined by the Company or employing subsidiary), this Option may be exercised in full by Employee (or Employee's obligation to issue estate or the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied person who acquires this Option by will or waived, shall be deemed to be the holder laws of record descent and distribution or otherwise by reason of the OPTION GRANTOR Shares issuable upon death of Employee) at any time during the period ending on the earlier of the Expiration Date (as defined below) or the third anniversary of 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 HOLDERtermination date. (ivb) Each closing If Employee dies while in the employ of a purchase the Company, Employee's estate, or the person who acquires this Option by will or the laws of OPTION GRANTOR Shares (a "Closing") shall occur descent and distribution or otherwise by reason of the death of Employee, may exercise this Option in full at a place, any time during the 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 earlier of the Expiration Date or the third anniversary of the date of the ClosingEmployee's death. (c) The OPTION GRANTOR If Employee's employment with the Company terminates by reason of normal retirement at or after age 65, this Option shall terminate upon may be exercised by Employee at any time during the earliest period ending on the Expiration Date, but only as to occur of: (i) the Effective Time number of shares Employee was entitled to purchase on the Merger; (ii) date of such exercise in accordance with the schedule set forth above. In connection with the termination of Employee's employment with the Merger Agreement pursuant to Section 10.1 thereofCompany by reason of early retirement, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination applicable management of the Merger Agreement upon Company and/or business unit may recommend to the Committee or during the continuance of a Trigger Event (or ifits delegate, at the expiration of as applicable, that this Option be retained. In such 180 day periodevent, the OPTION GRANTOR Committee or its delegete, as the case may be, shall consider such recommendation and may, in the Committee's or such delegate's sole discretion, approve the retention of this Option cannot following such early retirement, in which case the Option may be exercised by Employee at any time during the period ending on the Expiration Date, but only as to the number of shares Employee was entitled to purchase on the date of such exercise in accordance with the schedule set forth above. If, after retirement as set forth above, Employee should die, this Option may be exercised in full by Employee's estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise 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 death of the Trigger Payment set forth in Section 5 Employee) during the period ending on the earlier of this Agreement to OPTION HOLDERthe Expiration Date or the third anniversary of the date of Employee's death. (d) Notwithstanding If Employee's employment with the foregoingCompany terminates for any reason other than those set forth in subparagraphs (a) through (c) above, the OPTION GRANTOR this Option may be exercised by Employee at any time during the period of 30 days following such termination, or by Employee'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 the Employee) during a period of six months following Employee's death if Employee dies during such 30-day period, but in each case only as to the number of shares Employee was entitled to purchase hereunder upon exercise of this Option as of the date Employee's employment so terminates. This Option shall not be exercisable in any event prior to the expiration of six months from the date of grant hereof or after the expiration of ten years from the date of grant hereof (the "Expiration Date") notwithstanding anything hereinabove contained. 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 and which shares, if (i) OPTION HOLDER is in material breach of any of its representations or warrantiesacquired from the Company, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreementhave been held by Employee for more than six months, or (iic) by a Trigger combination of cash or Stock. Payment has may also be made by delivery (including by facsimile transmission) to the Company of an executed irrevocable option exercise form, coupled with irrevocable instructions to a broker-dealer designated by the Company to simultaneously sell a sufficient number of the shares as to which the option is exercised and deliver directly to the Company that portion of the sales proceeds representing the exercise price. 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, Employee 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 paid pursuant issued by the Company to Section 5 Employee, Employee (or the person permitted to exercise this Option in the event of Employee's death) shall not be or have any of the rights or privileges of a shareholder of the Company with respect to shares acquirable upon an exercise of this Agreement or demand therefor has been made and not withdrawnOption.

Exercise of Option. (a) The OPTION GRANTOR Optionee shall notify the Grantor by hand delivery or by registered or certified mail, return receipt requested, addressed to its principal office (Attn: Chief Executive Officer), of the number of shares of Common Stock which Optionee desires to purchase pursuant to the exercise of the Option may herein granted, which notice shall be exercised accompanied by OPTION HOLDER(i) a certified or bank check payable to the order of the Grantor in an amount equal to the Purchase Price multiplied by the number of shares of Grantor's Common Stock for which this Option is being exercised, or (ii) the delivery of shares of Grantor's Common Stock having a fair market value equal tot he Purchase Price multiplied by the number of shares of Grantor's Common Stock for which this Option is being exercised. (b) If the Common Stock is registered under the Securities Exchange Act of 1934, as amended, the Optionee may, at its option, elect to exercise this Option in whole or in part, part and at any time or from time to time after on a cashless basis by surrendering this Option with the Merger Agreement becomes terminable exercise form appended hereto duly executed by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) or on behalf of the Merger Agreement (provided that Optionee, at the events specified in Section 10.3(a)(ii)(A) principal office of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred)Grantor, or Section 10.3(b) at such other officer or agency as the Grantor may designate, by canceling a portion of this Option in 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), 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 Purchase Price payable in writing respect of the occurrence number of any Trigger Event, it being understood that shares purchased upon such exercise. If 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 Optionee wishes to exercise this Option pursuant to this method of payment, then the OPTION GRANTOR Option, OPTION HOLDER number of shares so purchasable shall deliver be equal to OPTION GRANTOR written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Shares it wishes shares for which this Option is being exercised (including both the shares issued to purchase. (iii) Upon the giving by OPTION HOLDER Optionee and the shares subject to OPTION GRANTOR the portion of the Exercise Notice and the tender Option being cancelled in payment of the applicable aggregate Exercise Purchase Price), OPTION HOLDER, to multiplied by a fraction (A) the extent permitted by law numerator of which shall be the excess of the Fair Market Value per share as of the exercise date over the Purchase Price per share and OPTION GRANTOR's organizational documents, and provided that (B) the conditions to OPTION GRANTOR's obligation to issue denominator of which shall be the OPTION GRANTOR Shares to OPTION HOLDER hereunder set forth in Section 3 have been satisfied or waived, Fair Market Value per share. The Fair Market Value per share shall be deemed to be the holder of record aggregate Market Price (as defined herein) of the OPTION GRANTOR Shares issuable upon such exerciseCommon Stock on the exercise date. For the purposes of this Option, 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 Market Price" means as to the date Common Stock the average of the Closingclosing sales prices of the Common Stock on all national securities exchanges on which the Common Stock may at the time be listed or quoted, including for this purpose The Nasdaq Stock Market, or, if there have been no sales on any such exchange on any day, or, if on any day the Common Stock is not so listed or quoted, the average of the highest bid and lowest asked prices on such day in the domestic over-the-counter market as reported by the National Quotation Bureau, Incorporated, or any similar successor organization. (c) The OPTION GRANTOR Option granted hereunder 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 HOLDERvest immediately. (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) Subject to the Plan and this Agreement, the Option shall vest and be exercisable as follows: Number of Shares Commencement Date Expiration Date 30% of the total Option Shares 1st Anniversary of Grant Date Five Years from Grant Date An additional 30% of the total Option Shares 2nd Anniversary of Grant Date Five Years from Grant Date An additional 20% of the total Option Shares 3rd Anniversary of Grant Date Five Years from Grant Date Remaining 20% of the Option Shares 4th Anniversary of Grant Date Five Years from Grant Date The OPTION GRANTOR Optionee must be employed by the Company at all times from the Grant Date through the applicable annual vesting date set forth above in order to vest in the tranche of 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 Shares vesting on such date. Upon a termination fee under Section 10.3(a) of the Merger Agreement (provided that Optionee’s employment with the events specified in Section 10.3(a)(ii)(A) Company for any reason or no reason, all vesting of the Merger Agreement Option shall have occurredcease. The foregoing notwithstanding, although if the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) Optionee’s employment with the Company terminates by virtue of the Merger Agreement Optionee’s (regardless i) termination by the Company without Cause; (ii) voluntary resignation for Good Reason; (iii) death; or (iv) Disability (a termination of whether employment for any 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 Subsidiary), any such event by which reasons set forth in the Merger Agreement becomes so terminable by OPTION HOLDER being immediately preceding subsections (i) through (iv) to be referred to herein as a "Trigger Event"“Qualifying Termination”). , then fifty percent (i50%) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of the occurrence of any Trigger Event, it being understood Option Shares that the giving of such notice by OPTION GRANTOR shall not be a condition are otherwise unvested pursuant 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 annual vesting schedule set forth above 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 become vested as of the Exercise Notice and the tender date of the applicable aggregate Exercise PriceQualifying Termination; provided, OPTION HOLDERhowever, that if the Qualifying Termination occurs prior to the extent permitted by law and OPTION GRANTOR's organizational documentsfirst anniversary of the Grant Date, and provided then seventy-five percent (75%) of the Option Shares that are otherwise unvested pursuant to the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder annual vesting schedule set forth above shall become vested as of the date of the Qualifying Termination. Further, following a Qualifying Termination, vested Option Shares shall continue to be exercisable until the fifth (5th) anniversary of the Grant Date. Notwithstanding the foregoing, if the Optionee’s services are terminated by the Company without Cause or as the result of the Optionee’s voluntary resignation for Good Reason, in Section 3 have been satisfied either instance at any time within the three (3) month period immediately preceding, or waivedthe twelve (12) month period immediately following, a Change in Control, one hundred percent (100%) of the Option Shares that are (or were) otherwise unvested Shares as of the date the Optionee’s employment terminates shall thereafter become vested Shares. For purposes of this Agreement, a “Change in Control” shall be deemed to be occur on the holder earliest of record (a) the purchase or other acquisition of outstanding shares of the OPTION GRANTOR Shares issuable upon Company’s capital stock by any entity, person or group of beneficial ownership, as that term is defined in rule 13d-3 under the Securities Exchange Act of 1934 (other than the Company or one of its subsidiaries or employee benefit plans), in one or more transactions, such exercise, notwithstanding that the holder, as a result of such acquisition, then owns more than 50% of the outstanding capital stock transfer books of OPTION GRANTOR shall then be closed the Company entitled to vote for the election of directions (“Voting Stock”); (b) the completion by any entity, person, or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. group (ivother than the Company or one of its subsidiaries or employee benefit plans) 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 tender offer or an Exercise Notice delivered at least two business days prior to the date exchange offer for more than 50% of the Closing. outstanding Voting Stock of the Company; and (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: effective time of (i1) the Effective Time a merger or consolidation of the Merger; (ii) Company with one or more corporations as a result of which the termination holders 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 outstanding Voting Stock of the Merger Agreement upon Company immediately prior to such merger or during consolidation hold less than 50% of the continuance Voting Stock of a Trigger Event (the surviving 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 resulting corporation immediately after such impediment to exercise shall have been removed merger 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 Agreementconsolidation, or (ii2) a Trigger Payment has been paid pursuant transfer of all or substantially all of the property or assets of the Company other than to Section 5 an entity of this Agreement which the Company owns at least 80% of the Voting Stock, or demand therefor has been made and not withdrawn(3) the approval by the stockholders of the Company of a liquidation or dissolution of the Company.

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 "Closing"$14,400,000.00) shall occur at a placeDollars (the “Purchase Price”), 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 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 AANA desires to exercise the Option at any time or from time time, AANA shall notify Standard 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. Standard shall fully cooperate with AANA in the filing of the required notice or application for approval and the obtaining of any such approval. (b) On the Closing Date, AANA shall (i) pay to Standard, in immediately available funds by wire transfer to a termination fee under Section 10.3(abank account designated by Standard, 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 Standard at the address of the Merger Agreement (provided that the events Standard specified in Section 10.3(a)(ii)(A11(f) 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 Closinghereof. (c) The OPTION GRANTOR Option shall terminate upon On the earliest to occur of: Closing Date, simultaneously with the delivery of immediately available funds and surrender of this Agreement as provided in Section 2(b) above, (i) Standard shall deliver to AANA a certificate or certificates representing the Effective Time 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 new agreement with the same terms as this Agreement evidencing the right to purchase the balance of the Merger; Option Shares hereunder, and (ii) the termination AANA shall deliver to Standard a letter agreeing that AANA shall not offer to sell or otherwise dispose of the Merger Agreement pursuant to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under Option Shares in violation of the provisions of 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 Certificates for the foregoingOption 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, the AS AMENDED, STATE SECURITIES LAWS AND PURSUANT TO THE TERMS OF AN OPTION GRANTOR Option may not be exercised if (i) OPTION AGREEMENT DATED NOVEMBER 22, 1996. A COPY OF SUCH AGREEMENT WILL BE PROVIDED TO THE HOLDER is in material breach of any of its representations or warrantiesHEREOF WITHOUT CHARGE UPON RECEIPT BY Standard, 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 withdrawnINC. OF A WRITTEN REQUEST THEREFOR.

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 "Extension Exercise Notice") specifying to Landlord not more than eighteen (18) months nor less than fifteen (15) months prior to the total number of OPTION GRANTOR Shares it wishes applicable Lease Expiration Date, stating that Tenant is exercising its option. Concurrently with such Extension Exercise Notice, Tenant shall deliver to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR Landlord Tenant's calculation of the Market Rent (the "Tenant's Option Rent Calculation") separately with respect to each of (x) Floor 61 (if applicable), (y) the Retail Space (if applicable) and (z) the remainder of the applicable Tranche. Landlord shall deliver notice (the "Landlord Response Notice") to Tenant on or before the date which is thirty (30) days after Landlord's receipt of the Extension Exercise Notice and Tenant's Option Rent Calculation, stating that (A) Landlord is accepting Tenant's Option Rent Calculation as the tender Market Rent with respect to each of (1) Floor 61 (if applicable), (2) the Retail Space (if applicable) and/or (3) the remainder of the applicable aggregate Exercise PriceTranche, OPTION HOLDERor (B) rejecting Tenant's Option Rent Calculation and setting forth Landlord's calculation of the Market Rent (the "Landlord's Option Rent Calculation") with respect to each of Floor 61 (if applicable), the Retail Space (if applicable) and the remainder of the applicable Tranche. For purposes of clarification, (i) Fair Market Rent shall be separately determined for each of (I) Floor 61 (if applicable), (II) the Retail Space (if applicable) and/or (III) the remainder of the applicable Tranche and (ii) Landlord may or may not accept Tenant’s calculation of Fair Market Rent with respect to any of the Retail Space, Floor 61 and the remainder of the applicable Tranche and reject Tenant’s calculation of Fair Market Rent with respect to the extent permitted by law others. Within thirty (30) days of its receipt of the Landlord Response Notice, Tenant may, at its option, accept the Market Rent contained in the Landlord's Option Rent Calculation. For purposes of clarification, Tenant may or may not accept Landlord’s calculation of Fair Market Rent with respect to any of the Retail Space, the sixty-first (61st) floor of the Building and OPTION GRANTORthe remainder of the applicable Tranche and reject Tenant’s calculation of Fair Market Rent with respect to the others. If Tenant does not affirmatively accept or Tenant rejects the Market Rent as specified in the Landlord's organizational documentsOption 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 waived2.2.4 below, and the Market Rent shall be deemed to be determined in accordance with the holder TCCs 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 HOLDERSection 2.2.4 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. Subject to Section 3 above, the portion of this Option which has vested may be exercised in whole or in part by the Optionee (or, after his or her death, by the person designated in Section 5 below), by delivery of the following to the Company at its principal executive offices: (a) The OPTION GRANTOR Option A written notice of exercise which identifies this Agreement and states the number of whole Shares then being purchased; (b) Payment of the Exercise Price (i) in cash, (ii) by check, (iii) if approved by the Board or any committee of the Board of Directors established to administer the Plan (the "Committee"), a promissory note of the Optionee having such terms as may be exercised approved by OPTION HOLDERthe Board or Committee, (iv) other shares of Class B Common Stock of the Company owned by the Optionee having a fair market value on the date of exercise equal to the aggregate exercise price of the shares as to which such Option is exercised, PROVIDED, HOWEVER, the prior approval of the Board or Committee shall be required therefor if no public market for the shares of Class B Common Stock exists at the time of exercise of the Option, (v) cancellation of indebtedness of the Company, if any, to the Optionee, (vi) provided that a public market for the Company's Class B Common Stock exists, through a "same day sale" commitment from the Optionee and a broker-dealer that is a member of the National Association of Securities Dealers (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, (vii) provided that a public market for the Company's Class B Common Stock exists, through a "margin" commitment room 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 (viii) any combination of the foregoing methods of payment and/or any other consideration or method of payment as shall be permitted by applicable corporate law and approved by the Board or the Committee; (c) A check or cash, or such other lawful consideration as the Board of Directors or Committee may approve with a fair market value, 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, 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 Option (provided that unless the events specified in Section 10.3(a)(ii)(A) Company and Optionee shall have made other arrangements for deductions or withholding from Optionee's wages, bonus or other income paid to Optionee by the Company or any subsidiary or parent of the Merger Agreement shall have occurredCompany, although provided such arrangements satisfy the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), or Section 10.3(b) 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"). (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, 1998tax laws); and (ivd) payment A counterpart of and such amendments to the Shareholders' Agreement referenced in Section 9 hereinbelow, duly executed by OPTION GRANTOR Optionee, as may be required by the Company or the other shareholders of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDERCompany. (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 ("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 be exercised by OPTION HOLDER, in whole or in part, if the Non-Affiliated Members shall at any time or from time desire to time after purchase the Merger Agreement becomes terminable entire Membership Interest of a Defaulting Member and its Affiliates, if any, when allowed so to do as the result of circumstances triggering the use of this Section 20.03. they may exercise said right and option to purchase a Defaulting Member and its Affiliates’ entire Membership Interest by OPTION HOLDER under circumstances which could entitle OPTION HOLDER giving written notice to a termination fee under all Members unequivocally stating that they exercising such right and option (said notice is hereinafter referred to as the “Exercise Notice”). Except as provided in the immediately following sentence of this Section 10.3(a20.03(b), the purchase price for said Defaulting Member and its Affiliates’ entire Membership Interest (said amount being hereinafter referred to as the “Default Purchase Price”) shall be an amount equivalent to seventy-five percent (75%) of the Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) 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) Defaulting Member and its Affiliates’ Membership interest computed by utilization of the Merger Agreement Appraisal Procedure set forth on Exhibit D, with such Appraisal Procedure being used to determine the Appraised Value of the Project and the resulting value of a Member’s Membership Interest as set forth on Exhibit D (regardless the “Default Formula Price”). If the Appraised Value of whether the Merger Agreement is actually terminated or whether there occurs a closing Project as so determined, net of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary)outstanding Constructions Loans and/or Permanent Financing/Refinancing, any such event by which is less than the Merger Agreement becomes so terminable by OPTION HOLDER being referred to herein as a "Trigger Event"). sum of all unreturned Initial Capital Contributions, Mandatory Contributions and Non-Required Contributions of the Members and accrued and unpaid Interest/Return thereon, the Default Purchase Price shall be the greater of (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. Default Formula Price and (ii) In an amount equal to the event OPTION HOLDER wishes amount that would be distributed to exercise the OPTION GRANTOR Option, OPTION HOLDER shall deliver Defaulting Member and its Affiliates upon a Capital Events Distribution in an amount equal 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 Appraised Value of the Exercise Notice Project as so determined, net of any outstanding Constructions Loans and/or Permanent Financing/Refinancing. The Default Purchase Price, as determined under the two immediately preceding sentences, shall be adjusted pursuant to the provisions of Section 20.06 below. Said purchase shall be on the terms and pursuant to the procedures set forth herein and the tender closing of said transaction shall take place in accordance with the applicable aggregate Exercise Priceprovisions of Section 20.06 below. If Non-Affiliated Members do not exercise said right and option in the manner and within the time aforesaid, 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, Non-Affiliated Members shall be deemed to be have waived said right and option to purchase, but only as to the holder specific default giving rise to said right and option to purchase, and not others, and the Non-Affiliated Members shall continue to have and enjoy the right and option to so purchase created under and by virtue of record this Article XX in all other, further and/or subsequent cases to which this Section 20.03 applies. As between the Non-Affiliated Members, they shall have the right to purchase the Defaulting Member and its Affiliates’ entire Membership Interest in proportion to their Profits Interests but without the inclusion of the OPTION GRANTOR Shares issuable upon such exerciseDefaulting Member and its Affiliates’ Profits Interests and if one or less than all Non-Affiliated Members do not desire to purchase the Defaulting Member and its Affiliates’ Membership Interest, notwithstanding that the stock transfer books Non-Affiliated Members so desiring to purchase shall have the right to purchase the entire (but no fractional portion of OPTION GRANTOR shall then be closed or that certificates representing such OPTION GRANTOR Shares shall not then be actually delivered to OPTION HOLDER. (ivthe) 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 Membership Interest of the ClosingDefaulting Member. (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 may on the exercise date, upon tender of full payment of the exercise price, with respect to all or any part of the number of Option Shares (then) exercisable in accordance with the vesting schedule set forth in Schedule I by giving the Secretary of Alliance written notice of intent to exercise. The notice of exercise shall specify the number of Option Shares as to which the Option is to be exercised and the date of exercise thereof, which date shall be at least five days after Alliance’s receipt of such notice unless an earlier time shall have been mutually agreed upon. (b) Full payment (in U.S. dollars) by OPTION HOLDERthe Grantee of the option price for the Option Shares purchased shall be made on or before the exercise date specified in the notice of exercise in cash, or, with the prior written consent of the Committee subject to approval by the Board, in whole or in partpart through the surrender of previously acquired shares of Stock, or shares that would otherwise be acquired upon Option exercise, at their fair market value on the exercise date. On the exercise date specified in the Grantee’s notice or as soon thereafter as is practicable, Alliance shall cause to be delivered to the Grantee, a certificate or certificates for the Option Shares then being purchased (out of theretofore unissued Stock or reacquired Stock, as Alliance may elect) upon full payment for such Option Shares. If 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) Board shall determine in its discretion, acting upon recommendation of the Merger Agreement (provided Committee, that the events specified in Section 10.3(a)(ii)(A) listing, registration or qualification of the Merger Agreement Option or the Option Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the Option or the issuance or purchase of Stock thereunder, the Option may not be exercised in whole or in part nor may stock be delivered, unless such listing, registration, qualification, consent or approval shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), been effected or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing obtained free 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 conditions not be a condition acceptable 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 ClosingCommittee. (c) The OPTION GRANTOR Option shall terminate upon If the earliest Grantee fails to occur of: (i) the Effective Time pay for any of the Merger; (ii) the termination of the Merger Agreement pursuant Option Shares specified in such notice or fails to Section 10.1 accept delivery 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 Grantee’s right to purchase such 180 day period, the OPTION GRANTOR Option cannot Shares may be exercised terminated 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 HOLDERAlliance. (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 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. In order to exercise the option pursuant to this Section 7.5(a), a Qualified Holder shall provide written notice of exercise of the option to the transferring Person and to the LLC not later than fifteen (a15) The OPTION GRANTOR Option may be exercised days following the date of the giving of the Transfer Notice, and such exercise notice shall specify whether such Qualified Holder will purchase all or less than all of its pro rata share of the Interest offered (such share being calculated as if no Class D Preferred Capital, Class B-2 Preferred Capital, Class B-1 Preferred Capital and Class B Preferred Capital were outstanding and disregarding the Sharing Percentages of the transferor and all Persons who are not Qualified Holders). If any Qualified Holder elects not to exercise his option in full, then those Qualified Holders that do exercise their options shall have the option, for an additional five (5) days following the end of the option period for all Qualified Holders, to agree to acquire the Interest that could have been acquired by OPTION HOLDERthe less-than-fully exercising Qualified Holders, in whole again pro rata or in part, such other amounts as they may agree. Any party with an option to purchase an Interest pursuant to this Article may waive its option at any time or from time by notice of such waiver 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) owner 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 Interest and to the right of OPTION HOLDER LLC. A failure by any Qualified Holder to exercise give notice within 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, period therefor shall be deemed to be the holder a notice of record non-exercise as to such proposed Transfer. Any portion of the OPTION GRANTOR Shares issuable upon such exercise, notwithstanding that Interest remaining after the stock transfer books Qualified Holders’ exercise or non-exercise of OPTION GRANTOR shall then their foregoing rights 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 date, and at a time designated acquired by OPTION HOLDER in an Exercise Notice delivered at least two business days prior the LLC by giving written notice to the date of the Closing. transferring Person within ten (cIO) 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 periodthe foregoing period(s) for exercise by the Qualified Holders. Within two (2) business days following the expiration of the foregoing periods, the OPTION GRANTOR Option canLLC shall give notice (the “Remaining Interest Notice”) to the Transferring Person and all Qualified Holders whether there remain any Units (but not Class D Preferred Capital, Class B-2 Preferred Capital, Class B-1 Preferred Capital or Class B Preferred Capital) not to be exercised acquired by reason of any applicable judgment, decree, order, law Qualified Holders or regulation, ten business days after such impediment the LLC pursuant to the 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 options described in this Agreement or Section 7.5(a) (a “Remaining Interest”), in which case the Merger Agreement, or (iiprovisions of Section 7.5(b) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawnshall apply.

Exercise of Option. (a) The OPTION GRANTOR Option may options granted hereunder shall be exercised exercisable by OPTION HOLDERdelivery of a notice of exercise in a form approved by the Company, in whole or in part, at any time or from time to time after which notice 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. option, the 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 (ii) In the event OPTION HOLDER wishes or other person entitled to exercise the OPTION GRANTOR Option, OPTION HOLDER option pursuant to the provisions of this agreement or the Plan) and shall deliver be delivered in person or by certified mail to OPTION GRANTOR 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 or cash equivalents, shares of Common Stock or a combination thereof, by net share settlement or similar procedure, (an by "Exercise Noticecashless exercise") specifying or by such other means as the total number of OPTION GRANTOR Shares it wishes Administrator may authorize, in each case pursuant to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR provisions of the Exercise Notice and Plan. Unless the tender shares of Common Stock have been registered under the Securities Act of 1933, as amended, 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 applicable aggregate Exercise PriceOptionee and shall contain the following legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, OPTION HOLDERAS AMENDED (THE "ACT"), to the extent permitted by law and OPTION GRANTOR's organizational documentsAND HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO THE DISTRIBUTION THEREOF, and provided that the conditions to OPTION GRANTOR's obligation to issue the OPTION GRANTOR Shares to OPTION AND SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS REGISTERED UNDER THE ACT OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER hereunder set forth in Section 3 have been satisfied or waivedOF THESE SECURITIES SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT, 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 HOLDERAND UNLESS SUCH SALE OR TRANSFER IS AUTHORIZED UNDER APPLICABLE STATE 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 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 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 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 ten (10) 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 to OPTION GRANTOR Tenant shall, on or before the date (the “Exercise Date”) which is thirty (30) days after Tenant’s receipt of the Option Rent Notice, 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 such 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 set forth in the Option Rent Notice, 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 therefore specified hereinabove shall be the holder of record deemed to constitute Tenant’s waiver of the Extension Option. EXTENSION OPTION GRANTOR Shares issuable upon such exerciseR▇▇▇▇ ▇▇▇▇▇▇ VILLAGE [Aqua Metals, 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.Inc.]

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 Provided that (i) 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 KBI-E Asset Purchase shall have occurred, although (ii) no Allocation Shortfall or Allocation Default (each as defined in the events specified in Section 10.3(a)(ii)(BPartnership Agreement) thereof need not shall have occurred and remain uncured and (iii) no Put Option Event shall have occurred), or Section 10.3(bKB shall have the right at any time during any Option Notice Period (as hereinafter defined) of the Merger Agreement to give a written and dated notice (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 EventNotice of Exercise"). (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing to TR Holdings 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 its election to exercise the OPTION GRANTOR Option. (iib) In For purposes of this Section 2.2, each of the following shall constitute an "Option Notice Period": (i) if 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. described in (iii) Upon of this subsection (b) shall not have occurred, the giving by OPTION HOLDER period from January 1 through June 30, 2017; (ii) in the event that (x)(A) there shall have been no Allocation Shortfall or Allocation Default or (B) such Allocation Shortfall or Allocation Default shall have been cured, (y) KBI shall be Past Due (as defined in the Amended and Restated Certificate of Incorporation of KBI) on the payment of any dividend to OPTION GRANTOR the holder(s) of the Exercise Notice Class A Preferred Stock or Class C Preferred Stock and (z) such shares shall be accruing dividends at 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 7.00% annual rate set forth in Section 3 the Amended and Restated Certificate of Incorporation of KBI, and, in the case of the foregoing clause (x)(A), with at least fifteen (15) days having expired after written notice from such holder(s) to KBI of non-receipt of such dividend with such dividend continuing to be Past Due, any time after such fifteen (15) day period shall have expired (in the case of the foregoing clause (x)(A)) or such 7.00% dividend rate shall have become effective (in the case of the foregoing clause (x)(b)), (iii) in the event that a notice of exercise in respect of the Assignment Right shall have been satisfied or waiveddelivered pursuant to the KBI-E Asset Option Agreement in the year 2016, shall be deemed to be the holder of record six-month period commencing on the second anniversary of the OPTION GRANTOR Shares issuable upon such exerciseAssignment Date (as defined in the KBI-E Asset Option Agreement of even date herewith by and among TR, notwithstanding that KBI, KB and KBI-E (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. "KBI-E Asset Option Agreement"), (iv) Each closing in the event that (A) a Trigger Event has occurred and the Assignment Right shall have been exercised or (B) the Required Sale shall have occurred, the six-month period commencing on the second anniversary of a purchase the Assignment Date; and (v) in the event that the aggregate amount of OPTION GRANTOR Shares Omeprazole Net Sales and Perprazole Net Sales for any period of twelve (12) consecutive months commencing after the Assignment Date (as defined in the KBI-E Asset Option Agreement) (a "ClosingMeasuring Period") shall occur at a placeis less than or equal to $200 million, the six-month period commencing 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 first day 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 second month 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 HOLDERMeasuring Period. (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 this Section 2.2.3. Tenant shall deliver notice (the “Intent Notice”) to time after Landlord not more than twelve (12) months nor less than eight (8) 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 initial Lease Term, 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 Option may applicable option contained in this Extension Rider shall be exercised by OPTION HOLDERTenant, if at all, only in whole the following manner: 5.1 Tenant shall deliver written notice to Landlord (the “Interest Notice”) not more than nineteen (19) months nor less than eighteen (18) months prior to the expiration of then-current Lease Term stating that Tenant may be interested in exercising such option. 5.2 During the period from the date Landlord receives such Interest Notice until the Exercise Date for such applicable Option Term, Landlord and Tenant shall attempt to agree upon the Fair Market Rental Rate for such Option Term. 5.3 On or in part, at any time or from time before the date which is fifteen (15) months 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) expiration of the Merger Agreement (provided that then-current Lease Term, if such parties have not theretofore agreed upon such Fair Market Rental Rate for 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"). applicable Option Term: (i) OPTION GRANTOR each party shall notify OPTION HOLDER promptly in writing submit to the other written notice (the “Option Rent Notice”) setting forth such party’s final determination of the occurrence of any Trigger Event, it being understood Fair Market Rental Rate for the applicable Option Term that the giving of will be submitted by such notice by OPTION GRANTOR shall not be a condition party to binding arbitration pursuant to the right of OPTION HOLDER arbitration provisions in Section 6 below (if applicable, and if Tenant timely delivers the applicable Exercise Notice to exercise the OPTION GRANTOR Option. Landlord pursuant to Section 5.4 below); and (ii) In if either party fails to timely submit such Option Rent Notice to the event OPTION HOLDER other party, such failure shall be deemed such non-submitting party’s approval and acceptance of the Fair Market Rental Rate for the applicable Option Term timely submitted by the other party in such other party’s Option Rent Notice as the final and accepted Option Rent for the applicable Option Term (but only if Tenant thereafter timely delivers the applicable Exercise Notice to Landlord pursuant to Section 5.4 below, in which case the arbitration provisions in Section 6 below shall not apply). Notwithstanding any provision of this Section 5.3 to the contrary, Tenant has no obligation to deliver its Exercise Notice or otherwise exercise its option for the applicable Option Term. Only Tenant’s timely delivery of an Exercise Notice pursuant to Section 5.4 below shall be deemed an election by Tenant to extend the Lease Term for the applicable Option Term. 5.4 If Tenant wishes to exercise such applicable option, Tenant shall, on or before the OPTION GRANTOR Optiondate (the “Exercise Date”) which is fourteen (14) months prior to the expiration of the then-current Lease Term, OPTION HOLDER shall deliver to OPTION GRANTOR exercise such applicable 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 of the Exercise Notice and the tender Landlord. If as of the applicable aggregate Exercise Price, OPTION HOLDER, Date the parties have agreed upon (or been deemed to have agreed upon) the Fair Market Rental Rate for the applicable Option Term pursuant to the extent permitted by law and OPTION GRANTOR's organizational documentsforegoing provisions of this Section 5, the arbitration provisions of Section 6 below shall not apply. However, if the parties have not so agreed upon (or been deemed to have agreed upon) such Fair Market Rental Rate for the applicable Option Term , the parties shall follow the procedures, and provided that the conditions to OPTION GRANTOR's obligation to issue Fair Market Rental Rate for the OPTION GRANTOR Shares to OPTION HOLDER hereunder applicable Option Term shall be determined, as set forth in Section 3 have been satisfied 6 below. Tenant’s failure to deliver to Landlord the applicable Exercise Notice on or waived, before the applicable 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 withdrawnthen remaining extension rights hereunder.

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 to in default, and shall not have been in default under this Lease more than once, on the right delivery date of OPTION HOLDER to exercise the OPTION GRANTOR Option. Interest Notice and Tenant's Acceptance; (ii) 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 ten (10) months nor less than six (6) months prior to the total number expiration of OPTION GRANTOR Shares it wishes to purchase. the Lease Term, stating that Tenant is interested in exercising the Option, (iii) Upon 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 giving by OPTION HOLDER Option Rent; and (iv) if Tenant desires to OPTION GRANTOR exercise such Option, Tenant shall provide Landlord written notice within five (5) business days after receipt of the Exercise Option Rent Notice and ("Tenant's Acceptance"). Tenant's failure to deliver the tender of Interest Notice or Tenant's Acceptance on or before 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, dates specified above shall be deemed to constitute Tenant's election not to exercise the Option. If Tenant timely and properly exercises its Option, the 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 of OPTION GRANTOR rent for the Option Term shall then be closed or that certificates representing such OPTION GRANTOR Shares as indicated in the Option Rent Notice. ARTICLE XXXII ------------- SIGNAGE/DIRECTORY ----------------- Provided Tenant is not in default hereunder, Tenant, at Tenant's cost sole and expense, shall not then have the right to one (1) line in the lobby directory during the Lease Term. If other tenants occupy space on the floor on which the Premises is located, Tenant's identifying signage shall be actually delivered to OPTION HOLDER. (iv) Each closing of a purchase of OPTION GRANTOR Shares (a "Closing") shall occur provided by Landlord, at a place, on a dateLandlord's cost, and such signage shall be comparable to that used by Landlord for other similar floors in the Project and shall comply with Landlord's Project standard signage program. Provided Tenant is not in default hereunder, Tenant shall have the right, at a time designated by OPTION HOLDER Tenant `s sole cost and expense, to install signage in an Exercise Notice delivered at least two business days prior the elevator lobby of the floor on which the Premises is located ("Tenant's Signage"). Tenant's Signage shall be subject to Landlord's approval as to size, design, location, graphics, materials, colors and similar specifications and shall be consistent with the exterior design, materials and appearance of the Project and the Project's signage program. Tenant's Signage shall be personal to the date Original Tenant and may not be assigned to any assignee or sublessee, or any other person or entity. Landlord has the right, but not the obligation, to oversee the installation of the Closing. (c) Tenant's Signage. The OPTION GRANTOR Option cost to maintain Tenant's Signage 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 be paid for by Tenant. Upon the expiration of such 180 day periodthe Lease Term, or other earlier termination of this Lease, Tenant shall be responsible for any and all costs associated with the removal of Tenant `s Signage, including, but not limited to, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgmentcost to repair and restore the Project to its original condition, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final normal wear 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.tear excepted,

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 beyond all applicable notice and cure periods of any of its monetary obligations or material non-monetary obligations 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 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 Landlord’s proposed Option Rent; and (iv) Tenant shall provide Landlord written notice within fifteen (15) business days after receipt of the Option Rent Notice (“Tenant’s Acceptance”) stating whether or not it elects to exercise the OPTION GRANTOR Option. (ii) In Option and upon, and concurrent with delivery of such Tenant’s Acceptance notice, Tenant shall state whether it accepts or objects to the event OPTION HOLDER wishes Option Rent contained in the Option Rent Notice. Tenant’s failure to deliver the Interest Notice or Tenant’s Acceptance on or before the date specified above shall be deemed to constitute Tenant’s election not to exercise the OPTION GRANTOR Option. If Tenant timely and properly exercises its Option, OPTION HOLDER then 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 if Tenant accepted the same concurrently with Tenant’s Acceptance, otherwise 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 waived31(d) below. If Tenant provides the Interest Notice but informs Landlord within fifteen (15) business days after receipt of the Option Rent Notice that it does not elect to exercise the Option, then Tenant’s Interest Notice shall be rescinded and Tenant shall not 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 HOLDERhave exercised its 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 Grantee and its permitted assigns 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 to time time, subject to the provisions of this Agreement, on or 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 date hereof, except 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 subject to the last sentence of this Section 2(a), the Option will terminate and be of no further force and effect upon the earliest to occur of (A) July 23, 2005, (B) the expiration of the occurrence Engagement Letter in accordance with its terms, and (ii) any purchase of Option Shares upon exercise of the Option will be subject to obtaining or making of any Trigger Eventlisting applications, consents, approvals, orders, notifications or authorizations, the failure of which to have obtained or made would have the effect of making the issuance of Option Shares illegal or in violation of NASD rules and regulations (the "Regulatory Approvals"). Notwithstanding the termination or expiration of the Option, Grantee will be entitled to purchase the Option Shares if it being understood that has exercised the giving of such notice by OPTION GRANTOR shall not be a condition Option in accordance with the terms hereof prior to the right termination 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") 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 Closing"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 not earlier than 20 business days nor later than 30 business days from the Notice Date for the closing of such purchase (an "Option Closing Date"). Any Option Closing will be at an agreed location and time on the applicable Option Closing Date or at such later date as may be necessary so as to comply with clause (ii) of Section 2(a). (c) The OPTION GRANTOR Option shall terminate upon Notwithstanding anything to the earliest to occur of: (i) the Effective Time contrary contained herein, any exercise of the Merger; (ii) the termination Option and purchase 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 Shares shall 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 appealcompliance with applicable laws and regulations and NASD rules and regulations, but in no event under this clause (iii) later than May 10, 1998); and (iv) payment by OPTION GRANTOR which may prohibit the purchase of all 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 Shares specified in the Merger Agreement, Exercise Notice without first obtaining or (ii) a Trigger Payment has been paid pursuant to Section 5 of this Agreement or demand therefor has been made and not withdrawnmaking certain Regulatory Approvals.

Exercise of Option. (a) The OPTION GRANTOR Option may option contained in this Section 10 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 twelve (12) months nor less than ten (10) months prior to the expiration of the occurrence of any Trigger Event, it being understood Extended 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 nine (9) 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 Optiondate (the "Exercise Date") which is eight (8) months prior to the expiration of the Extended Term, OPTION HOLDER shall deliver to OPTION GRANTOR 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 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 such Fair Market Rental Rate shall be determined pursuant to Section 3 have been satisfied 10.3 below. Tenant's failure to deliver the Interest Notice or waived, Exercise Notice on or before the applicable delivery dates therefore specified hereinabove shall be deemed to be constitute Tenant's waiver of its extension right hereunder. If Tenant timely delivers the holder of record Exercise Notice but fails 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, Tenant shall be deemed to have accepted Landlord's determination thereof and the following provisions of Section 5 of this Agreement to OPTION HOLDER10.3 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. (a) 3.01 The OPTION GRANTOR Grantee 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 the Optioned Shares remaining unpurchased. 3.02 The Option will be exercised by the Grantee or its legal 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 cheque or bank draft in favour 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 Grantee, its legal representative or such other person as the Grantee may otherwise direct in the notice of exercise of the Option a certificate or certificates in the name of any of the Grantee, its legal representative or such other person as the Grantee may otherwise direct in the notice of exercise of the Option representing such number of Optioned Shares for which payment has been made. 3.04 Nothing in this Agreement obligates or will obligate the Grantee to purchase or pay for any Optioned Shares except those Optioned Shares in respect of which the Grantee has exercised the Option in the manner prescribed. 3.05 The certificate or certificates representing the Optioned Shares issued from time to time will be endorsed with a legend as follows: 266 THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (provided THE "ACT"), THE NEVADA 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 Grantee acknowledges that the events specified Option has been granted, and the Optioned Shares will from time to time be issued pursuant to the exemption from the registration requirements contained in Section 10.3(a)(ii)(A) Regulation S of the Merger Agreement shall Securities Act and that: (a) the Option and the Optioned Shares have occurrednot been registered under the Securities Act or any state securities laws, although and are being offered in reliance on certain exemptions contained in the events specified in Section 10.3(a)(ii)(BSecurities Act and such state securities laws; (b) thereof need the Optioned Shares will not have occurred), be sold 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"). transferred except pursuant to: (i) OPTION GRANTOR shall notify OPTION HOLDER promptly in writing of an effective registration statement under the occurrence of Securities Act and 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. applicable state securities laws; (ii) In Rule 144 promulgated under 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. Securities Act; or (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR an opinion of the Exercise Notice and the tender of the applicable aggregate Exercise Price, OPTION HOLDER, counsel satisfactory 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 Company to the date of the Closing. effect that such registration is not required; and (c) The OPTION GRANTOR Option shall terminate upon no federal or state agency has made any finding or determination as to the earliest to occur of: (i) the Effective Time fairness of the Merger; (ii) the termination investment, or any recommendation or endorsement 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 HOLDEROptioned Shares. (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 At any time during the Option Term, as such Option Term may be exercised by OPTION HOLDER, extended in whole connection with one 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) both of the Merger Agreement (provided that the events specified Extensions described in Section 10.3(a)(ii)(A) 4 hereof, if Optionee is not then in material default under this Agreement, Optionee may exercise the Option by timely sending Optionor a written notice 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 Optionee's intention to exercise the OPTION GRANTOR Option. 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 ). If Optionee elects to exercise the total number of OPTION GRANTOR Shares it wishes Option, Optionee shall use commercially reasonable efforts to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR of send the Exercise Notice and at least sixty (60) days prior to the tender end of the applicable aggregate Option Term, but Optionee's failure to do so shall not be deemed a default by Optionee under this Agreement; notwithstanding the foregoing, Optionee's failure to either: (A) send the Exercise Price, OPTION HOLDER, Notice to Optionor at least fifty (50) days prior to the extent permitted by law end of the Option Term, or (B) exercise the applicable Extension and OPTION GRANTOR's organizational documentspay the applicable Extension Payment on or before the date that is thirty (30) days prior to the then current Option Termination Date, 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 Optionee 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 default under this Agreement; . Within ten (iii10) 180 business days following any termination of Optionor's receipt of the Merger Option Notice, Optionor shall deliver to Optionee a draft of the Purchase and Sale Agreement, containing all of the material terms and conditions set forth in Exhibit B attached hereto; and such other terms, conditions, covenants, representations and warranties as are mutually acceptable to Optionor and Optionee (the "Purchase and Sale Agreement"); among other things, the Purchase and Sale Agreement upon or during shall provide that the continuance purchase and sale transaction contemplated therein will close within thirty (30) days of a Trigger Event (or if, at the expiration of such 180 day periodthe Option Term. Optionee acknowledges and agrees that, in the Purchase and Sale Agreement, Optionor will expressly NOT be making any representations or warranties relating to the condition, repair, value, or fitness for a particular purpose of the Property, the OPTION GRANTOR Option cannot be exercised by reason of any applicable judgmentAssets, decreeor the Permits, order, law the quantity 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 quality of the Trigger Payment set forth in Section 5 resources or reserves located on the Property, any royalty obligations associated with the Property, types or marketability of this Agreement to OPTION HOLDER. (d) Notwithstanding products that might be produced using the foregoingresources or reserves located at the Property, the OPTION GRANTOR Option may not potential for Optionee to be exercised if (i) OPTION HOLDER is in material breach of able to operate a successful business, or any of its similar representations or warranties. As a consequence, Optionee expressly acknowledges and agrees that, in the event Optionee acquires the Property, the Assets, and the Permits, insofar as such Permits are transferable, such acquisition shall be on an 'As-is,' 'Where-is,' 'With-all-faults' basis, with Optionee making its decision to purchase or not purchase solely based upon Optionee's Due Diligence investigations. Optionor and Optionee shall use their best efforts and collaborate in good faith to negotiate the full terms of the Purchase and Sale Agreement, which Purchase and Sale Agreement must be executed not later than the Option Termination Date, except that, in the event one or both of the Extensions become effective, the Option Termination Date shall be extended by the length of the applicable Extension(s). If Optionee does not timely exercise the Option in the manner described herein on or before the Option Termination Date, or in material breach the event that the Purchase and Sale Agreement is not executed by both parties hereto by the Option Termination Date (except that the Option Termination Date may be extended by the length of any of its covenants or agreementsproperly exercised Extension(s)), contained in then Optionor shall have the right to terminate this Agreement and retain the Option Payment and any Extension Payment(s) which, as described herein, are deemed to be fully earned by Optionor upon delivery, and are non-refundable, except upon the occurrence of an Optionor Default or in the Merger Agreementaccordance with Section 8 below. Thereafter, or (ii) a Trigger Payment has been paid pursuant to Section 5 neither party shall have any further obligations hereunder except for those that expressly survive termination of this Agreement or demand therefor has been made and not withdrawnAgreement.

Exercise of Option. (a) The OPTION GRANTOR Option may shall be exercised exercisable by OPTION HOLDER, in whole Lessee only by Lessee's strict satisfaction on or in part, at any time or from time to time after before the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) Option Expiration Date of the Merger following terms and conditions (the "Exercise Requirements"): (i) Lessee shall notify Lessor in writing of its exercise of the Option (“Option Exercise Notice”); (ii) Lessee shall accompany the Option Exercise Notice described in the preceding clause with Lessee's execution and delivery to Lessor of the Lease with any additional terms provided in this 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 HOLDERthat, to the extent permitted by law that any provisions of the Lease need to be updated completed or filled in (e.g., dates, references to the scope or description of the Development Work etc.), Lessor and OPTION GRANTOR's organizational documentsLessee shall cooperate in good faith and with diligence to complete such provisions, and provided the fact that the conditions same have not been completed by the date on which Lessee exercises the Option shall in no way invalidate or otherwise prevent Lessee’s exercise of the Option); and (iii) unless Lessee has previously provided the same to OPTION GRANTOR's obligation Lessor, Lessee shall accompany the Option Exercise Notice with evidence reasonably satisfactory to issue Lessor of Lessee having sufficient financial resources to complete the OPTION GRANTOR Shares Development Work (“Evidence of Lessee Financial Capability”). Lessee shall have the right, but not the obligation, to OPTION HOLDER hereunder provide the Evidence of Lessee Financial Capability to Lessor up to ninety (90) days prior to Lessee’s delivering the Option Exercise Notice. Regardless of whether Lessee provides the Evidence of Lessee Financial Capability concurrently with or prior to Lessee’s delivery of the Option Exercise Notice, Lessor shall notify Lessee of its approval of or objection of the Evidence of Lessee Financial Capability in writing within ten (10) business days of receipt thereof from Lessee; failure of Lessor to timely object in writing (which objection, to be valid, must set forth in Section 3 have been satisfied specific, reasonable grounds for its objection and specific proposed solutions or waivedremedies which, if effectuated or provided by Lessee, would negate Lessor’s objections), shall be deemed to be the holder of record Lessor’s approval of the OPTION GRANTOR Shares issuable upon Evidence of Lessee Financial Capability. Without limiting the foregoing, Lessor agrees that if Lessee’s financial condition at the time of its exercise of the Option is reasonably sufficient to meet the “Annual Minimum Rent” requirements under the Ground Lease and construct the proposed Development Work, as evidenced by documentation demonstrating Lessee’s financial viability, such exerciseas, notwithstanding that the stock transfer books by way of OPTION GRANTOR shall then be closed example but not limitation, letters of commitment from financial institutions or that certificates representing reasonable likelihood of Lessee’s ability to obtain 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 placefinancing, on a date, and at a time designated by OPTION HOLDER in an Exercise Notice delivered at least two business days prior financial commitments pursuant to the date terms of any joint venture agreements with financially capable third parties (e.g., joint venture agreement or other agreements providing capital for the development of the Closing. (c) The OPTION GRANTOR Option shall terminate upon Premises with entities such as pension funds, life insurance companies, or any affiliate or subsidiary of Brookfield Asset Management, and/or a corporate guaranty for the earliest to occur of: (i) the Effective Time completion of the Merger; Development Work by Fairfield Residential Company LLC, a Delaware limited liability company (ii) the termination “FRC”), Fairfield Investment Company LLC, a Delaware limited liability company (“FIC”), or any other financially capable parent or affiliate of Lessee), which demonstrate reasonable likelihood 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 availability of sufficient funds for the performance of the Merger Agreement upon or during Development Work, Lessee shall be deemed to have met 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 Evidence Exercise Requirement set forth in no event under this clause (iii) of the immediately preceding sentence. Notwithstanding the forgoing, in the event of any adverse material change in Lessee’s financial condition subsequent to Lessee’s providing Evidence of Financial Capability, Lessee shall promptly provide written notification to Lessor detailing such change and Lessor shall have ten (10) business days of receipt thereof to notify Lessee of Lessor’s approval of or objection of the Evidence of Financial Capability as a result of said material adverse change in Lessee’s financial condition. For purposes hereof, “material adverse change” shall be defined as a 20% or greater decrease in the net worth or liquidity of Lessee from the financial statements submitted in connection with exercise of the Option. As soon as reasonably possible following Lessee's proper and timely exercise of the Option, Lessor shall execute and deliver the Lease as soon as reasonably possible thereafter, but, in any event not later than May 10, 1998); and twenty (iv20) payment by OPTION GRANTOR days following the date of Lessee's exercise 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. (a) The OPTION GRANTOR In the event that Optionee is entitled to and wishes to exercise the Option, it will send to the Company a written notice (an “Exercise Notice”; the date of which being herein referred to as the “Notice Date”) to that effect and which Exercise Notice also will specify the number of Option Shares Optionee wishes to purchase, the denominations of the certificate or certificates evidencing the Option Shares which Optionee wishes to purchase and a date (an “Option Closing Date”), not earlier than 5 business clays nor later than 15 business days from the Notice Date, for the closing of such purchase (in all cases an “Option Closing”). Any Option Closing will be at the offices of the Company in Houston., Texas on the applicable Option Closing Date or at such, other place on such other date as may be necessary so as to comply with Section 3(b). (b) Notwithstanding anything to the contrary contained herein, my purchase of Option Shares upon exercise of the Option will be subject to compliance with the applicable regulations of the Securities and Exchange Commission, the Texas Savings and Loan Department, the Office of Thrift Supervision, the Federal Deposit Insurance Corporation and other agencies having jurisdiction over the Company’s sale, and the Optionee’s acquisition, of the Option Shares, 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 Optionee illegal (the “Regulatory Approvals”). In the event that the Option is otherwise exercisable and Optionee wishes to exercise the Option, the Option may be exercised by OPTION HOLDER, in whole or in part, at any time or from time to time after accordance with Section 3(a) and Optionee shall acquire the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee under Section 10.3(a) maximum number of the Merger Agreement (provided that the events Option Shares 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 that Optionee is then permitted to acquire tinder the applicable laws and regulations, and if Optionee thereafter obtains the tender Regulatory Approvals to acquire the remaining balance of the applicable aggregate Option Shares specified in the Exercise PriceNotice, 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 Optionee shall be deemed entitled to be acquire such remaining balance. The Company agrees to use its reasonable efforts to assist Optionee in obtaining 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 HOLDERRegulatory Approvals. (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 option contained in this Section 2.3 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 fifteen (15) months and no later than twelve (12) 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, after receipt of the event OPTION HOLDER Interest Notice, shall deliver written notice (the “Option Rent Notice”) to Tenant setting forth Landlord’s determination of the Option Rent; and (iii) if Tenant wishes to exercise such option, Tenant shall, within thirty (30) days after Tenant’s receipt of the OPTION GRANTOR OptionOption Rent Notice, OPTION HOLDER shall deliver to OPTION GRANTOR exercise the option by delivering written notice (an "Exercise the “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 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 then 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 2.3.3 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, subject to Section 2.3.3 below, shall 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 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 AgreementOption Rent Notice or as determined in accordance with Section 2.3.3, 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) 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 Subject to any applicable requirements of law including, without limitation, the establish- 2 ment of a voting trust (the "Voting Trust") substantially in the form of Exhibit E to the Merger Agreement as may be exercised by OPTION HOLDERrequired under applicable transportation law, Grantee may exercise the Option, in whole or but not in part, at any time or from time to one time after any event as a result of which the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER Grantee is entitled to a termination fee under Section 10.3(a) of receive the Termination Fee pursuant to 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"). (i) OPTION GRANTOR shall notify OPTION HOLDER promptly ; provided, however, that except as provided in writing the last sentence of this Section 2(a), 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 and be of no further force and effect upon the earliest to occur of: of (iA) the Effective Time Time, (B) 18 months after the first occurrence of the Merger; a Purchase Event and (iiC) the termination of the Merger Agreement pursuant in accordance with its terms prior to Section 10.1 thereofthe occurrence of a Purchase Event, other than under circumstances unless the Grantee has the right to receive a Termination Fee following such termination upon the occurrence of certain events, in which also constitute case the Option shall not terminate until the later of (x) six months following the time such Termination Fee becomes payable and (y) the expiration of the period in which the Grantee has such right to receive a Trigger Event under this Agreement; (iii) 180 days following any Termination Fee. Notwithstanding the termination of the Merger Agreement upon 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 the Option and the termination of the Option shall not affect any rights hereunder which by their terms do not terminate or during the continuance of a Trigger Event (expire prior to or if, at the expiration as of such 180 day periodtermination. (b) In the event that Grantee wishes to exercise the Option, it shall send to Issuer a written notice (the OPTION GRANTOR date of which being herein referred to as the "Notice Date") to that effect which notice also specifies a date not earlier than three business days nor later than 20 business days from the Notice Date for the closing of such purchase (the "Option Closing Date"); provided, however, that (i) if the closing of the purchase and sale pursuant to the Option (the "Option Closing") 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 to exercise shall have restriction on consummation 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 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 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 to Section obtained, and in either event, any requisite waiting period has expired or been terminated. The place of the Option Closing shall be at the offices of Cravath, Swaine & Moor▇, ▇▇5 ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇d the time of this Agreement or demand therefor has been made and not withdrawnthe Option Closing shall be 10:00 a.m. (Eastern Time) on the Option Closing Date.

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. Within thirty (a30) days after a Termination, the Founders shall notify Purchaser by written notice delivered as provided in Section 12, as to whether they wish to purchase any of the Purchase Option Shares. If the Founders (or their assignees) elect to purchase all or any of the Purchase Option Shares hereunder, they shall set a date for the closing of the transaction at a place specified by the Founders not later than fifteen (15) days from the date of such notice. At such closing, the Founders (or their assignees) shall tender payment for the Purchase Option Shares and the certificates representing the Purchase Option Shares so purchased shall be transferred. If the Founders do not elect to exercise their Purchase Option with respect to all or any portion of the Purchase Option Shares, then the Company may notify the Purchaser by written notice as provided in Section 12, as to whether it wishes to purchase all or any portion of the remaining Purchase Option Shares. If the Company (or its assignee) elects to purchase all or any portion of the remaining Purchase Option Shares hereunder, it shall set a date for the closing of the transaction at a place specified by the Company not later than fifteen (15) days from the event of such notice. At such closing, the Company (or its assignee) shall tender payment for the Purchase Option Shares and the certificates representing the Purchase Option Shares so purchased shall be canceled or transferred, as the case may be. The OPTION GRANTOR Option Price may be exercised by OPTION HOLDERpayable, at the option of the Company, in whole cancellation of all or a portion of any outstanding indebtedness of Purchaser to the Company, which is evidenced by a document duly executed by the Purchaser, or in partcash, 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)check, or Section 10.3(b) of both. In the Merger Agreement (regardless of whether event the Merger Agreement is actually terminated Founders 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 Company do not be a condition to the right of OPTION HOLDER elect to exercise the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER wishes to exercise the OPTION GRANTOR Purchase Option, OPTION HOLDER the Purchase Option Shares shall deliver no longer be subject to OPTION GRANTOR written notice (an "Exercise Notice") specifying the total number of OPTION GRANTOR Purchase Option. All such 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 Priceshall continue, OPTION HOLDERhowever, 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 subject to the date other provisions 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 option contained in this Section 2.2 shall be exercised by Tenant, if at all, only in the following manner: (i) Tenant shall deliver written notice to Landlord not more than fifteen (15) months nor less than ten (10) months prior to the expiration of the initial Lease Term, stating that Tenant is interested in exercising its option (the "INTEREST NOTICE"); (ii) Landlord, after receipt of Tenant's notice, shall deliver notice (the "OPTION HOLDERRENT NOTICE") to Tenant not more than thirty (30) days after receipt of Tenant's notice, setting forth the Option Rent; (iii) if Tenant wishes to exercise such option, Tenant may, by written notice to Landlord, on or before the date occurring thirty (30) days after Tenant's receipt of the Option Rent Notice, request Landlord's determination of the Fair Market Rent Rate (which shall not exceed the Option Rent set forth in whole or in partthe Option Rent Notice) which Landlord would submit to arbitration, at any time or from time if arbitration were to time after the Merger Agreement becomes terminable by OPTION HOLDER under circumstances which could entitle OPTION HOLDER to a termination fee occur under Section 10.3(a2.2.4, below, and within ten (10) business days of such request, Landlord and Tenant shall each simultaneously deliver to the other their determinations of the Merger Agreement Fair Market Rent Rate (provided that the events specified in Section 10.3(a)(ii)(A) determination of the Merger Agreement Fair Market Rent Rate submitted by Landlord shall have occurrednot exceed the Option Rent set forth in the Option Rent Notice) that each would submit to arbitration if arbitration were to occur under Section 2.2.4, although below (the events specified "ARBITRATION FAIR MARKET RENTAL VALUES") (provided that if Tenant has requested an exchange of Arbitration Fair Market Rental Values and Landlord fails to provide Landlord's Arbitration Fair Market Rental Value, then the Option Rent contained in the Option Rent Notice shall be deemed Landlord's Arbitration Fair Market Rental Value, and, so long as Tenant has delivered to Landlord its Arbitration Fair Market Rental Value, the Arbitration Fair Market Rental Values shall be deemed determined and exchanged); and (iv) whether or not Arbitration Fair Market Rental Values were determined and exchanged pursuant to Section 10.3(a)(ii)(B) thereof need not have occurred2.2.3(iii), 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)above, 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 Tenant wishes to exercise such option, Tenant shall, on or before the OPTION GRANTOR Optiondate occurring thirty (30) days after Tenant's receipt of the Option Rent Notice, OPTION HOLDER shall deliver to OPTION GRANTOR exercise the option by delivering written notice thereof to Landlord (an the "Exercise OPTION EXERCISE NOTICE"), and upon, and concurrent with, such exercise, Tenant shall, at its option, either (A) accept the Option Rent contained in the Option Rent Notice", in which case the Option Rent shall be the amount set forth in the Option Rent Notice, (B) specifying the total number of OPTION GRANTOR Shares it wishes to purchase. accept Landlord's Arbitration Fair Market Rental Value (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 GRANTORthe same has been previously provided pursuant to the terms hereof), in which case the Option Rent shall be Landlord's organizational documentsArbitration Fair Market Rental Value, or (C) object to both the Option Rent contained in the Option Rent Notice, and, if applicable, Landlord's Arbitration Fair Market Rental Value, in which case the parties shall follow the procedure, 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 2.2.4 below, but subject to the terms and conditions, ▇▇▇▇▇▇ REALTY [999 North ▇▇▇▇▇▇▇▇▇] [Encore Software] when appropriate, of Section 2.2.2 above. Notwithstanding the foregoing, in the event that Tenant shall fail to deliver the Interest Notice, Tenant shall nonetheless have been satisfied or waivedthe right to deliver the Option Exercise Notice within the time period set forth above, in which case the parties shall follow the procedure, and the Option Rent shall be deemed to be the holder of record of the OPTION GRANTOR Shares issuable upon such exercisedetermined, 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 HOLDER2.2.4, 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 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 Each Optionholder shall notify OPTION HOLDER promptly each have the right, but not the obligation, to exercise its Option at 10:00 A.M., New York City time on September 22, 2006 or, if such day is not a Business Day, on the next succeeding Business Day (the “Exercise Date”), by paying to S▇▇▇▇▇▇ Capital the Settlement Amount in writing accordance with the following procedures and limitations. Each Optionholder shall give written notice to S▇▇▇▇▇▇ Capital and the other Optionholder during a period beginning on September 11, 2006 and ending on September 15, 2006 (but in no event prior to September 11, 2006) indicating whether it will purchase the Option Amount pursuant to this Option. Any such notice shall become irrevocable at the end of the occurrence Business Day on September 15, 2006. If no notice is received from an Optionholder by S▇▇▇▇▇▇ Capital during such period, S▇▇▇▇▇▇ 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 S▇▇▇▇▇▇ Capital that it will purchase the Option Amount in accordance with this Section 2(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 S▇▇▇▇▇▇ Capital that it will purchase the Option Amount in accordance with this Section 2(a) or to deliver the Settlement Amount on September 22, 2006 shall not be deemed an irrevocable election not to exercise its Option to the extent (i) such failure is the result of any Trigger 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 September 11, 2006 and ends at the end of the Business Day on September 15, 2006 (each a “Delaying Event”) and such Optionholder delivers the Settlement Amount as soon as practicable, it being understood that but in no event later than five (5) Business Days, following the giving later of the onset of the Delaying Event or the availability of communication systems sufficient to permit the delivery of such notice or (ii) (A) such failure is a result of a failure by OPTION GRANTOR shall not be the Federal Reserve Wire System to deliver the Settlement Amount, (B) such Optionholder delivered the appropriate wire instructions in a condition timely manner to effect the transfer of the Settlement Amount to S▇▇▇▇▇▇ Capital through the Federal Reserve Wire System prior to the right of OPTION HOLDER to exercise Exercise Date and (C) S▇▇▇▇▇▇ Capital receives the OPTION GRANTOR OptionSettlement Amount from such Optionholder no later than five (5) Business Days after September 22, 2006. (ii) In (A) If MGIC fails to give notice to S▇▇▇▇▇▇ Capital that it will purchase the event OPTION HOLDER wishes MGIC Option Amount or elects not to exercise its Option and Radian has elected to purchase the OPTION GRANTOR OptionRadian Option Amount, OPTION HOLDER S▇▇▇▇▇▇ Capital shall deliver notify Radian of such failure or election on or prior to OPTION GRANTOR written notice two (an "Exercise Notice"2) specifying Business Days prior to September 22, 2006, and Radian shall be entitled pursuant to its Option to purchase 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, MGIC Option Amount in addition to the extent permitted Radian Option Amount by law and OPTION GRANTOR's organizational documents, and provided delivering notice to S▇▇▇▇▇▇ Capital to 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 effect on 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 Closingone (1) Business Day prior to September 22, 2006. (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. 3.01 The Optionee shall (asubject to the provisions of Sections 3.02 and 3.03) The OPTION GRANTOR Option may be exercised by OPTION HOLDER, in whole or in part, have the right to exercise the option hereby granted 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 any part of the Merger Agreement (provided that Optioned Shares available at such time in accordance with the events specified provisions of this agreement. No written notice exercising the option hereby granted in Section 10.3(a)(ii)(A) of whole or in part shall be necessary but payment by 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 Optionee 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 Optionor of the Exercise Notice and Price at the tender time of exercise of the applicable option in respect of so many of those of the Optioned Shares available at such time as the Optionee shall at such time determine to take up shall be an exercise pro tanto of the option hereby granted and upon any such --------- exercise of the said option, the Optionor shall forthwith cause a certificate or certificates registered in the name of the Optionee representing in the aggregate Exercise Price, OPTION HOLDER, such number of the Optioned Shares as the Optionee shall have then paid for to be delivered to the extent permitted by law and OPTION GRANTOR's organizational documentsOptionee. 3.02 Subject to the provisions of Article 6.00 hereof, and provided that the conditions to OPTION GRANTOR's obligation to issue number of Optioned Shares which may be purchased hereunder during each year of the OPTION GRANTOR Shares to OPTION HOLDER hereunder Term shall be in accordance with the provisions set forth in Section 3 have been satisfied or waivedparagraph I of Schedule "A" hereto. Provided that notwithstanding anything herein contained to the contrary, shall be deemed to be in the holder of record event that in any year of the OPTION GRANTOR Term the option is not exercised, or is exercised with respect to part only of the Optioned Shares issuable upon available for purchase by the Optionee in that year, the Optioned Shares so available and not so purchased at the end of any such exerciseyear shall thereafter be available for purchase in ensuing year(s), 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 addition to the date Optioned Shares otherwise available for purchase by the Optionee in such ensuing year(s), throughout the balance of the Closing. (c) The OPTION GRANTOR Option shall terminate upon Term up to and including, but not after, the earliest to occur of: (i) the Effective Time of the Merger; (ii) the Expiry Date or other termination of the Merger Agreement pursuant option. 3.03 The option hereby granted may be exercised at any time or from time to Section 10.1 thereof, other than under circumstances which also constitute a Trigger Event under this Agreement; (iii) 180 days following any termination time as aforesaid during the Term up to but not after the close of business on the Expiry Date and at the close of business on the Expiry Date the option hereby granted shall expire and terminate as to such of the Merger Agreement upon Optioned Shares in respect of which the option hereby granted has not then been exercised. 3.04 Nothing herein contained or during done pursuant hereto shall obligate the continuance Optionee to purchase or pay for or the Optionor to issue any Optioned Shares except those Optioned Shares in respect of a Trigger Event (or if, at which 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 Optionee shall have been removed or shall have become final and not subject exercised its option 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 purchase hereunder 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 withdrawnmanner herein provided.

Exercise of Option. (a) The OPTION GRANTOR Parent may exercise the Option may be exercised by OPTION HOLDERfor any reason, in whole or in part, at any time or part and from time to time if, but only if, after giving effect 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) exercise of the Option and as a result of such exercise, the number of shares of Company Common Stock then owned by Parent and Merger Agreement (provided that the events specified in Section 10.3(a)(ii)(A) Sub will represent at least 90% 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) shares 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")Company Common Stock then outstanding. (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 that Parent desires to exercise the OPTION GRANTOR OptionOption on the terms and conditions set forth in Section 2(a) hereof, OPTION HOLDER it shall deliver to OPTION GRANTOR the Company a written notice (such notice being herein referred to as an "Exercise Notice" and the date of issuance of an Exercise Notice being herein referred to as the "Notice Date") specifying (i) the total number of OPTION GRANTOR Option Shares it wishes desires to purchase pursuant to such exercise and (ii) a place and date, not earlier than three (3) business days nor later than ten (10) business days after the Notice Date, for the closing of such purchase (the "Option Closing Date"); provided, that if the closing of the purchase and sale pursuant to the Option (the "Option Closing") cannot be consummated by reason of any applicable decree, injunction or order, then to the extent such decree, injunction or order is temporary or appealable, the period of time that otherwise would run pursuant to this Section 2(b) shall run instead from the date on which such restriction on consummation has expired or been terminated; and provided further, without limiting the foregoing, that if, in the reasonable opinion of Parent, prior notification to or approval of any regulatory agency is required in connection with such purchase, the Company or Parent, as the case may be, shall promptly file the required notice or application for approval and shall expeditiously process the same and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which any required notification periods have expired or been terminated or such approvals have been obtained and any requisite waiting period or periods shall have passed. (iiic) At the Option Closing, Parent shall pay to the Company the aggregate Option Price for the number of shares of Company Common Stock being purchased pursuant to the exercise of the Option in immediately available funds by wire transfer to a bank account designated by the Company; provided, that failure or refusal of the Company to designate such a bank account shall not preclude Parent from exercising the Option by delivering a bank check in the amount of the aggregate Option Price to the Company at the address set forth in the Merger Agreement for the Company no later than the Option Closing Date. (d) At the Option Closing, simultaneously with the delivery of immediately available funds or bank check in the amount of the aggregate Option Price as provided in Section 2(c) hereof, the Company shall deliver to Parent a certificate or certificates representing the number of Option Shares purchased by Parent. If at the time of issuance of any Option Shares pursuant to an exercise of the Option hereunder, the Company shall have issued any rights or other securities which are attached to or otherwise associated with the Company Common Stock, then each Option Share issued pursuant to such exercise shall also represent such rights or other securities with terms substantially the same as and at least as favorable to Parent as are provided to stockholders generally and, if applicable, under any stockholder rights agreement or similar agreement of the Company then in effect. (e) Certificates for Option Shares delivered at an Option Closing hereunder may be endorsed with a restrictive legend that shall read substantially as follows: "THE SECURITIES OFFERED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM." It is understood and agreed that the reference to the resale restrictions of the Securities Act of 1933, as amended (the "Securities Act"), in the above legend shall be removed by delivery of substitute certificate(s) without such reference if Parent shall have delivered to the Company a copy of a letter from the staff of the Securities and Exchange Commission (the "SEC"), or an opinion of counsel reasonably satisfactory to the Company, to the effect that registration of the future resale of the Option Shares is not required and that such legend is not required for purposes of the Securities Act. (f) Upon the giving delivery by OPTION HOLDER Parent to OPTION GRANTOR the Company of the Exercise Notice Notice, and the tender delivery of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted Option Price by law and OPTION GRANTOR's organizational documents, and wire transfer or by bank check as 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 waived2(c) hereof, Parent shall be deemed to be the holder of record of the OPTION GRANTOR Option 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 Option Shares shall not then be actually delivered to OPTION HOLDER. (iv) Each closing Parent or the Company shall have failed or refused to designate the bank account described in Section 2(d). The Company shall pay all expenses that may be payable in connection with the preparation, issuance and delivery 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 stock certificates under this Agreement; (iii) 180 days following any termination Section 2 in the name of Parent. Parent shall pay all expenses that may be payable in connection with the Merger Agreement upon issuance and delivery of stock certificates or during a substitute option agreement in 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 name of any applicable judgmentassignee, decree, order, law transferee 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 designee of the Trigger Payment set forth in Section 5 of this Agreement to OPTION HOLDERParent. (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 herein granted shall be deemed fully exercised by OPTION HOLDER, in whole or in part, at any time or from time as 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"). Property 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 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 earlier of (x) January 15, 2002 or (y) sixty (60) days after the date of Buyer exercises its option under the Closing. 2101 Kennedy Option, the Optio▇ ▇▇▇, as hereafter defined, is paid to Title, as defined in the Purchase Agreement attached hereto as Exhibit B (c) The OPTION GRANTOR Option shall terminate upon the earliest to occur of: (i) the Effective Time of the Merger; "Exhibit B Purchase Agreement"), as Escrow Agent for both parties; and (ii) the termination Buyer gives to the Owner, before the Option Termination Date, a written notice of election to purchase the Property. Service of such notice shall be sufficient if served personally or if timely deposited in the United States mail addressed to Owner as hereinafter provided and received by Owner on or prior to the Option Termination Date. Failure to timely provide such notice or timely pay the Option Fee to Title shall automatically terminate the option herein granted to Buyer and Title shall remit the Option Fee in its possession to Owner and any accrued interest thereon to Buyer. Upon receipt by Title of the Merger Option Fee and the receipt by Owner of the notice, the parties shall execute the Exhibit B Purchase Agreement. The Option Fee shall consist of nonrefundable cash except as hereinafter provided, in the amount of $1,999,000.00. Notwithstanding the foregoing or any other provision of this Option Agreement to the contrary, the option granted hereunder shall not be exercisable and shall be deemed null and void in the event (i) Buyer or Techne Corporation has not yet acquired from Owner the real property covered by the Purchase Agreement, (ii) in the event Buyer or Techne Corporation fails to pay Owner the Option Fee and/or fails to close its purchase of 2101 Kennedy pursuant to the 2▇▇▇ ▇▇▇nedy Option prior to t▇▇ ▇▇▇▇al exercise of the option herein granted to Buyer, or (iii) if Owner fails to acquire fee simple title to 2001 Kennedy pursuant to the P▇▇▇▇ ▇▇ Purchase Agreement by November 30, 1999. Upon execution of the Exhibit B Purchase Agreement by both parties, the Option Fee shall be deemed the "Deposit" as defined in the Exhibit B Purchase Agreement. Notwithstanding the foregoing or any other provision of this Option Agreement, if Buyer terminates its rights to purchase 2101 Kennedy pursuant to Exhib▇▇ ▇ ▇▇ the 2101 Kennedy Option and is ent▇▇▇▇▇ ▇o a refund of one hundred percent (100%) of the Deposit pursuant to Section 10.1 thereofIII(c) therein, other than under circumstances which also constitute a Trigger Event under then in such event Title shall return to Buyer the Option Fee paid hereunder and this Agreement; (iii) 180 days following any termination Option Agreement shall be deemed null and void except for the indemnification 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 Buyer contained 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 paragraph 5 of this Agreement to OPTION HOLDEROption Agreement. (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. Subject to the earlier expiration of this Option as herein provided, this Option may be exercised, by written notice to the Company at its principal executive office addressed to the attention of its Vice President and Secretary, at any time and from time to time beginning six months after the date of grant hereof. This Option is not transferable otherwise than by will or the laws of descent and distribution or pursuant to a "qualified domestic relations order" as defined by the Code. The foregoing notwithstanding, while serving as a member of the Company's Board of Directors, Director may, in Director's sole discretion but subject to compliance with such rules and procedures as the Company may establish, transfer this Option (aor a portion thereof) The OPTION GRANTOR to Director's spouse, children, or grandchildren (including adopted and step children and grandchildren) ("Immediate Family"), or to a trust solely for the benefit of Director and members of Director's Immediate Family, or to a partnership or limited liability company whose only partners or shareholders are Director and members of Director's Immediate Family. Director's rights under this Agreement shall pass to the transferee and such transferee may exercise this Option (or such portion thereof as has been transferred) and all rights granted by this Agreement to the extent Director was entitled to exercise this Option during Director's lifetime, or in the event of Director's death, to the extent this Option would have been exercisable by Director's beneficiaries or heirs had this Options not been transferred prior to death. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this Option or of such rights contrary to the provisions hereof or in the Plan, or upon the levy of any attachment or similar process upon this Option or such rights, this Option and such rights shall immediately become null and void. Except as provided above, this Option may be exercised only while Director remains a director of the Company, subject to the following exceptions: (a) If Director dies while serving as a member of the Board of Directors of the Company, Director's estate, or the person who acquires this Option by OPTION HOLDERwill or the laws of descent and distribution or otherwise by reason of the death of Director, may exercise this Option in whole or in part, full at any time prior to the Expiration Date (as defined below) or from time to time after within three years following 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 (provided that the events specified in Section 10.3(a)(ii)(A) of the Merger Agreement shall have occurredDirector's death, 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 whichever 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")shorter. (ib) OPTION GRANTOR shall notify OPTION HOLDER promptly If Director's service on the Board terminates for any reason other than death, this Option may be exercised in writing full by Director at any time prior to the Expiration Date or within three years following such termination of service, whichever is shorter, or by Director's estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the occurrence death of any Trigger Event, it being understood that Director) during the giving remainder of the foregoing period if Director dies during such notice by OPTION GRANTOR period. This Option shall not be a condition exercisable in any event prior to the right expiration of OPTION HOLDER to exercise six months from the OPTION GRANTOR Option. date of grant hereof or after the expiration of ten years from the date of grant hereof (ii) In the event OPTION HOLDER wishes to exercise the OPTION GRANTOR Option, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (an "Exercise NoticeExpiration Date") specifying notwithstanding anything hereinabove contained. The purchase price of shares as to which this Option is exercised shall be paid in full at the total 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 and which shares, if acquired from the Company, have been held by Director for more than six months, or (c) by a combination of cash or Stock. Payment may also be made by delivery (including by facsimile transmission) to the Company of an executed irrevocable option exercise form, coupled with irrevocable instructions to a broker-dealer designated by the Company to simultaneously sell a sufficient number of OPTION GRANTOR Shares it wishes the shares as to purchase. (iii) Upon which the giving by OPTION HOLDER option is exercised and deliver directly to OPTION GRANTOR the Company that portion of the Exercise Notice and sales proceeds representing the tender exercise price. 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 applicable aggregate Exercise Pricepurchase price thereof; rather, OPTION HOLDER, Director shall provide a cash payment for such amount as is necessary to effect the extent permitted by law issuance and OPTION GRANTOR's organizational documents, acceptance of only whole shares of Stock. Unless 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 until a certificate 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 shares shall have been removed issued by the Company to Director, Director (or the person permitted to exercise this Option in the event of Director's death) shall not be or 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 of the Trigger Payment set forth in Section 5 rights or privileges of a shareholder of the Company with respect to shares acquirable upon an exercise 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. (The Employee Participant, from time to time during the ------------------ period when the Option granted by this Stock Option Agreement may be exercised according to the terms specified in this document, may exercise the Option in whole or in part at the time permitted by delivering to the Company the following items: a) The OPTION GRANTOR A written notice signed by the Employee Participant stating the number of shares the Employee Participant has elected to purchase at that time from the Company and, if required by the Company at the time of exercise, that the Employee Participant is acquiring the shares being purchased for investment and not for resale; and b) A certified check, bank draft, or money order for an amount equal to the Purchase Price of the shares to be purchased. An example of the written notice is attached to this document as Exhibit B. If the Employee Participant fails to accept delivery and pay for all or any part of the number of shares specified in said delivered written notice, the Employee Participant's right to exercise this Option with respect to such undelivered shares may be terminated by the Company at any time thereafter. Anything in this Stock Option Agreement to the contrary notwithstanding, each Option granted hereunder is subject to the condition that if, at any time, in the opinion of counsel for the Company, the registration, listing, or qualification of the shares is required under any securities exchange or under any law, or if the consent or approval of any governmental regulatory body is necessary, or if the updating, amendment or revision of any registration statement, listing application or similar document is required as a condition of, or in connection with, the purchase of shares under such Option, no such Option may be exercised by OPTION HOLDERunless and until such registration, in whole listing, qualification, consent, approval, updating, amendment, 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 revision shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurred), been effected or Section 10.3(b) of the Merger Agreement (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing obtained free of any Business Combination involving a Target Party or a closing by which a Target Party becomes a Subsidiary)conditions not acceptable to the Board. The Board may, 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 exercise by the Employee Participant of OPTION HOLDER to exercise the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER wishes to exercise the OPTION GRANTOR an Option, OPTION HOLDER shall deliver to OPTION GRANTOR written notice (an "Exercise Notice") specifying require that the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR Employee Participant agree in writing that he will not dispose of the Exercise Notice shares to be acquired upon such exercise in a transaction which, in the opinion of counsel for the Company, would violate any securities laws or regulations promulgated thereunder. The Board shall have the authority to require additional agreements or impose additional conditions which it reasonably believes are necessary or desirable to assure compliance with all laws or regulations and which are for the tender general benefit 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 HOLDERCompany. (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 option contained in this Section 2.2 shall be exercised by OPTION HOLDERthe Tenant, 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 no earlier than twelve (12) months and no later than ten (10) 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, within fifteen (15) days after receipt of Tenant’s notice, shall deliver notice (the event OPTION HOLDER “Option Rent Notice”) to Tenant 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 Option, OPTION HOLDER shall deliver to OPTION GRANTOR written notice date occurring forty-five (an "Exercise Notice"45) specifying the total number of OPTION GRANTOR Shares it wishes to purchase. (iii) Upon the giving by OPTION HOLDER to OPTION GRANTOR days after Tenant’s receipt of the Exercise Option Rent Notice, exercise the option by delivering the Option Notice to 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 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 2.2.3 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 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 this Lease, except that the Base Rent for the first year of this Agreement to OPTION HOLDER. (d) Notwithstanding the foregoing, the OPTION GRANTOR Option may not Term 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 AgreementOption Rent Notice or as determined in accordance with Section 2.2.3, 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. For a Note to be so purchased at the option of the Holder, the Paying Agent must receive such Note duly endorsed for transfer, together with a written notice of purchase (a "Fundamental Change Purchase Notice") and the form entitled "Option to Elect Purchase Upon a Fundamental Change" on the reverse thereof duly completed, on or before the Fundamental Change Purchase Date. The Fundamental Change Purchase Notice shall state: (a) The OPTION GRANTOR Option may if certificated, the certificate numbers of the Notes which the Holder shall deliver to be exercised by OPTION HOLDERpurchased; (b) the portion of the original Principal Amount at Final Maturity of the Notes which the Holder shall deliver to be purchased, which portion must be $1,000 in original Principal Amount at Final Maturity or a multiple thereof; (c) that such Notes shall be purchased as of the Fundamental Change Purchase Date pursuant to the terms and conditions specified in paragraph 7 of the Notes and in this Supplemental Indenture; and (d) if the Company elects, pursuant to a Company Notice, to pay the Fundamental Change Purchase Price to be paid, 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) in Common Stock but such portion of the Merger Agreement (provided that the events specified Purchase Price shall ultimately be payable to such Holder in Section 10.3(a)(ii)(A) Cash because any of the Merger Agreement conditions to the payment of the Fundamental Change Purchase Price in Common Stock are not satisfied prior to or on the Purchase Date, as set forth herein, whether such Holder elects (x) to withdraw such Fundamental Change Purchase Notice as to some or all of the Notes to which such Fundamental Change Purchase Notice relates (stating the Principal Amount at Final Maturity and certificate numbers of the Notes as to which such withdrawal shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurredrelate), or Section 10.3(b(y) to receive Cash in respect of the Merger Agreement entire Fundamental Change Purchase Price for all Notes (regardless or portions thereof) to which such Fundamental Change Purchase Notice relates. If a Holder, in such Holder's Fundamental Change Purchase Notice (and in any written notice of whether withdrawal of a portion of a Holder's Notes previously submitted for purchase pursuant to a Fundamental Change Purchase Notice, 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 Subsidiaryportion that remains subject to the Fundamental Change Purchase Notice), any fails to indicate 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 Holder's choice with respect to the right of OPTION HOLDER to exercise the OPTION GRANTOR Option. (ii) In the event OPTION HOLDER wishes to exercise the OPTION GRANTOR Optionforegoing election, 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, such Holder shall be deemed to be the holder have elected to receive Cash in respect 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 all Notes 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 such Purchase Notice or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or Fundamental Change Purchase Notice 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 withdrawncircumstances described in the preceding sentence.

Exercise of Option. On a CCF INVENTION-by-CCF INVENTION and JOINT INVENTION-by-JOINT INVENTION basis, COMPANY may exercise the OPTION with respect to the PATENT RIGHTS claiming the applicable INVENTION anytime during the OPTION PERIOD with respect to such INVENTION by providing CCF written notice specifically declaring COMPANY’s intent to exercise the OPTION. Upon providing such notice: (a) The OPTION GRANTOR Option may in the case of such an INVENTION which constitutes a modification of or improvement or enhancement to the EXISTING BREAST CANCER TECHNOLOGY, the PARTIES shall enter into an amendment to the EXISTING BREAST CANCER LICENSE AGREEMENT pursuant to which such INVENTION and all PATENT RIGHTS claiming such INVENTION will be exercised by OPTION HOLDERadded as Licensed Technology (and, specifically, such PATENT RIGHTS will be added to the list of Licensed Patents) under, and subject to the terms and conditions of, the EXISTING BREAST CANCER LICENSE AGREEMENT; (b) in the case of such an INVENTION which constitutes a modification of or improvement or enhancement to the EXISTING OVARIAN CANCER TECHNOLOGY, the PARTIES shall enter into an amendment to the EXISTING OVARIAN CANCER LICENSE AGREEMENT pursuant to which such INVENTION and all PATENT RIGHTS claiming such INVENTION will be added as Licensed Technology (and, specifically, such PATENT RIGHTS will be added to the list of Licensed Patents) under, and subject to the terms and conditions of, the EXISTING OVARIAN CANCER LICENSE AGREEMENT; and (c) in the case of any other such INVENTION, the PARTIES shall comply with Paragraph 6. 3.1. For clarity, 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 foregoing clause (provided that the events specified in Section 10.3(a)(ii)(Aa) of the Merger Agreement shall have occurred, although the events specified in Section 10.3(a)(ii)(B) thereof need not have occurredor (b), 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 PROSECUTION and enforcement of such notice PATENT RIGHTS will thereafter be governed 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 terms and the tender conditions of the applicable aggregate Exercise Price, OPTION HOLDER, to the extent permitted EXISTING LICENSE AGREEMENT (and no longer 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 Article 5 of this Agreement JDA). For avoidance of doubt, any CCF INVENTION or JOINT INVENTION developed or discovered in performing SOW 2 is deemed to OPTION HOLDERconstitute a modification of or improvement or enhancement to the EXISTING BREAST CANCER TECHNOLOGY. (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 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.