Common use of Lessee Improvements Clause in Contracts

Lessee Improvements. (a) Lessor and Lessee agree that the Lessee Improvements described in subparagraph (b) below (the "Lessee Improvements") shall be completed by Lessee on or before October 1, 2002. (b) If plans and specifications (collectively the "Plans") for Lessee Improvements are not attached hereto at the time of execution of this Lease, Lessee shall provide such Plans to Lessor within thirty (30) days prior to the date any such Lessee Improvements are to be commenced pursuant to this Lease. Upon receipt of such Plans, Lessor shall have ten (10) days in which to either approve such Plans or provide Lessee with Lessor's objections and comments. If Lessor objects to such Plans, Lessee shall promptly make necessary changes and provide Lessor with such revised Plans within twenty (20) business days after receipt of Lessor's objections and comments. In the event Lessor and Lessee approve the Plans, Lessee shall promptly undertake the construction of the Lessee Improvements and diligently pursue to completion such Lessee Improvements. (c) In the event the Plans for the Lessee Improvements have not been completed and approved by both Lessor and Lessee by the close of business on October 1, 2002, this Lease, at the option of either Lessor or Lessee by written notice to the other, may be terminated and upon the delivery of such notice, neither Lessor nor Lessee shall have any furth rights or obligations hereunder; provided, however, any such termination notice must be receivJ by either Lessor or Lessee by no later than November 1, 2002 in order to be effective. (d) The construction of the Lessee Improvements shall be in compliance with all applicable laws including, but not limited to, building codes, zoning regulations, compliance with the Americans with Disabilities Act and any other federal, state or local laws (the "Applicable Laws") and shall be the sole responsibility of Lessee. Incidental to Lessee's obligation to comply with the terms and conditions set forth in this Exhibit D, Lessor and Lessee do hereby agree as follows: (i) Any changes or modifications Lessee desires to make to the Plans shall be subject to Lessor's prior written approval; (ii) Lessee agrees that its contractors will perform and provide the work and materials to construct the Lessee Improvements in accordance and compliance with all Applicable Laws; and (iii) Upon completion of the Lessee Improvements and within five (5) business days after demand by Lessor, Lessee shall deliver to Lessor (x) final releases of liens from contractors performing the work or providing the materials for the Lessee Improvements and from any lienors giving written notice as provided under Applicable Laws, (y) a final contractor's affidavit from the general contractor in accordance with Applicable Laws or customary practice, and (z) any supporting documentation regarding final completion and payment of the costs of the Lessee Improvements reasonably requested by Lessor. 2. Prior to commencement of any work on the Lessee Improvements, either Lessee or its contractor shall obtain the following insurance, at Lessee's own expense, with carriers admitted to do business in the state in which the Premises are located and holding a Best's Rating of A-6 or better: (a) Workers' Compensation and Employer's Liability Insurance - Statutory Workers' Compensation Insurance Employer's Liability Insurance with limits of $1,000,000 each accident, all employees, and disease. (b) Commercial General Liability Insurance (1986 ISO form or the equivalent) with minimum limits of: Combined Single Limit Bodily Injury & Property Damage combined: $2,000,000 each occurrence $2,000,000 general aggregate-each project and/or location (c) Business Automobile Liability Insurance with limits of: Single Limit Bodily Injury & Property Damage combined: $1,000,000 each accident This insurance should cover all owned, non-owned or hired automobiles to be used in furtherance of work. (d) Builder's Risk on the cost of the Lessee Improvements. Certificates of Insurance evidencing the above coverages shall be submitted to and approved by Lessor prior to commencement of work on the Lessee Improvements. (a) Lessee shall keep the Premises and the Building free from any liens arising out of any work performed, materials furnished, or obligations incurred by or on behalf of Lessee. Should any claim of lien or other lien be filed against the Premises or the Building by reason of any act or omission of Lessee or any of Lessee's agents, employees, contractors or representatives, then Lessee shall cause the same to be canceled and discharged of record by bond or otherwise within thirty (30) days after the filing thereof. Should Lessee fail to discharge such lien within such thirty (30) day period, then Lessor may discharge the same, in which event Lessee shall reimburse Lessor, on demand, as additional rent, for the amount of the lien or the amount of the bond, if greater, plus all administrative costs incurred by Lessor and interest at the maximum rate permitted by law in connection therewith. The remedies provided herein shall be in addition to all other remedies available to Lessor under this Lease or otherwise. Lessee shall have no power to do any act or make any contract that may create or be the foundation of any lien, mortgage or other encumbrance upon the reversionary or other estate of Lessor, or any interest of Lessor in the Premises or the Building. NO CONSTRUCTION LIENS OR OTHER LIENS FOR ANY LABOR, SERVICES OR MATERIALS FURNISHED TO THE PREMISES SHALL ATTACH TO OR AFFECT THE INTEREST OF LESSOR IN AND TO THE PREMISES OR THE BUILDING. (b) Lessee and its contractor agree to defend, indemnify and hold harmless Lessor from all loss, liability, claims and expense, including, but not limited to, reasonable attorneys' fees, arising from property damage or bodily injury, including, but not limited to, death to any person or persons, caused in whole or in part by the negligence or misconduct of Lessee or its contractor or their agents, employees or subcontractors, except to the extent that any of such is caused by the gross negligence or willful misconduct of Lessor. Lessee shall provide to the Lessor the Lessee contractor's agreement to so defend, indemnify and hold harmless the Lessor. 4. Provided that Lessee has (a) completed the Lessee Improvements and occupied the Premises, (b) complied with the terms and conditions set forth in the Lease and the construction of Lessee Improvements is in accordance with the Plans and in compliance with Applicable Laws, and (c) provided Lessor with (i) a copy of all bills or invoices and lien waivers, with respect to all of the Lessee Improvements, and (ii) a copy of a Certificate of Occupancy or other appropriate document acceptable to Lessor, then, upon the occurrence of all of such events, Lessor shall pay to Lessee an amount of up to but not in excess of $10.00 per rentable square foot in the Premises (the "Lessee's Allowance"). However, in the event Lessee does not spend $10.00 per rentable square foot or more on the Lessee Improvements, any of the Lessee's Allowance not used by Lessee shall be forfeited and not payable by Lessor. All costs of the Lessee Improvements in excess of $10.00 per rentable square foot shall be paid by Lessee and Lessor shall have no liability with respect thereto. During construction of the Lessee Improvements, Lessor, or its designated representative, shall have the right to inspect construction of the Lessee Improvements; and Lessee understands and agrees that any inspection by Lessor or its designated representatives shall not impose upon Lessor any liability or responsibility with respect to whether or not such Lessee Improvements have been constructed in accordance with the Plans or Applicable Laws. 5. Notwithstanding any provision in the Lease to the contrary, Lessor and Lessee specifically agree that (i) Lessee, provided it has obtained the insurance coverages set forth in paragraph 2. above, shall have access to the Premises in order for Lessee or its contractor to commence the Lessee Improvements, and (ii) Rent shall commence on October 1, 2002.

Lessee Improvements. (a) Lessor and Lessee agree shall meet to discuss the design and construction of those improvements desired by Lessee, such improvements including, but not being limited to, M.E.P. systems, computer flooring, interior walls, wall coverings, window treatments, and floor coverings (the “Lessee Improvements”). Lessee agrees and acknowledges that other than the Lessee Improvements described paid with the Improvement Allowance, as such term is hereinafter defined, Lessee is leasing the Leased Premises in subparagraph (b) below (the "its “As Is” condition and repair, subject to Defects. Lessee Improvements") shall be completed by Lessee on or before October 1cause its architect, 2002. (b) If ▇▇▇▇▇▇▇ Design, to prepare preliminary plans and specifications (collectively of the "Plans") Leased Premises satisfactory to Lessee, measured as provided in Section 1.2, for Lessee Improvements are not attached hereto at the time of execution of this Lease, Lessee shall provide such Plans to Lessor within thirty (30) days prior to the date any such Lessee Improvements are to be commenced pursuant to this Lease. Upon receipt of such Plans, Lessor shall have ten (10) days in which to either approve such Plans or provide Lessee with Lessor's objections and comments. If Lessor objects to such Plans, Lessee shall promptly make necessary changes and provide Lessor with such revised Plans within twenty (20) business days after receipt of Lessor's objections and comments. In the event Lessor and Lessee approve the Plans, Lessee shall promptly undertake the construction of the Lessee Improvements desired by Lessee and diligently pursue to completion such Lessee Improvements. ▇▇▇▇▇▇▇ Design shall deliver two (c2) In the event the Plans for the Lessee Improvements have not been completed and approved by both Lessor and Lessee by the close of business on October 1, 2002, this Lease, at the option of either Lessor or Lessee by written notice to the other, may be terminated and upon the delivery copies of such noticeplans and specifications to Lessor for approval, neither which approval shall not be unreasonably withheld by Lessor. Lessor nor will advise Lessee shall have any furth rights or obligations hereunder; provided, however, any such termination notice must be receivJ by either Lessor or Lessee by no later than November 1, 2002 in order to be effective. (d) The construction of the Lessee Improvements shall be in compliance with all applicable laws including, but not limited to, building codes, zoning regulations, compliance with the Americans with Disabilities Act and any other federal, state or local laws (the "Applicable Laws") and shall be the sole responsibility of Lessee. Incidental to Lessee's obligation to comply with the terms and conditions set forth in this Exhibit D, Lessor and Lessee do hereby agree as follows: (i) Any changes or modifications Lessee desires to make to the Plans shall be subject to Lessor's prior written approval; (ii) Lessee agrees that its contractors will perform and provide the work and materials to construct the Lessee Improvements in accordance and compliance with all Applicable Laws; and (iii) Upon completion of the Lessee Improvements and within five (5) business days after demand Lessor’s receipt of the preliminary plans and specifications of Lessor’s approval or disapproval, and, Lessor’s failure to respond within the five day period will be deemed Lessor’s approval. Notwithstanding any provision of this Article 6 to the contrary, Lessor may only disapprove the preliminary plans and specifications, the final plans and specifications and any other work desired by Lessee as part of the Lessee Improvements to the extent that any work described in the documents or requested by Lessee will adversely affect the structural integrity of the Building, unreasonably delay issuance of a building permit, adversely affect systems serving the Building or increase the cost of operation or maintenance of any such systems, do not conform to applicable building codes or other governmental regulations, or do not compliment the Building’s architecture or are of lesser quality than Building standard construction and materials. Lessee covenants and agrees that as part of its review and approval of the preliminary plans and specifications it will provide all information necessary to have ▇▇▇▇▇▇▇ Design complete the final plans and specifications as described below. Following approval of the preliminary plans, Lessee shall cause ▇▇▇▇▇▇▇ Design to prepare final plans and specifications for the Lessee Improvements satisfactory to Lessee, measured as provided in Section 1.2, and other construction documents for Lessor’s and Lessee’s approval, which approval shall not be unreasonably withheld by Lessor. The approved final plans and specifications for the Lessee Improvements being herein called the “Lessee Improvements Final Plans and Specifications”. Within two (2) weeks of Lessor’s receipt of the approved Lessee Improvements Final Plans and Specifications, Lessor shall deliver to Lessee a budget for construction of the Lessee Improvements, for Lessee’s approval, which shall not be unreasonably conditioned, delayed or withheld. Lessee shall be deemed to have approved of the budget unless Lessee has provided written notice to Lessor of Lessee’s objections thereto within five (5) days following the delivery thereof by Lessor to Lessee. All costs of ▇▇▇▇▇▇▇ Design involved in approving, drafting and preparing the Lessee Improvements Final Plans and Specifications shall be charged against the Improvement Allowance described below. Except for immaterial field changes, modifications to the Lessee Improvements Final Plans and Specifications must be made and accepted only by written change order (“Change Order”) signed by Lessor, Lessee shall deliver and the Contractor defined below and will constitute an amendment to Lessor (x) final releases this Lease. Any such written Change Order will specify the amount of liens from contractors performing delay expected to be caused to the work or providing construction schedule and any change in the materials for cost of the Lessee Improvements caused by the Change Order, which statements will be binding upon Lessor, Lessee and the Contractor. Lessor will not unreasonably (using the criteria specified above in this paragraph) withhold its approval to any such Change Order. Lessee shall be responsible for payment in advance of work and construction resulting from any lienors giving written notice as provided under Applicable Laws, (y) a final contractor's affidavit from changes in the general contractor in accordance with Applicable Laws or customary practice, Lessee Improvements Final Plans and (z) any supporting documentation regarding final completion and payment of Specifications requested by Lessee that increase the costs of the Lessee Improvements reasonably requested by Lessor. 2above the Improvement Allowance defined below. Prior to commencement of any work on the The Lessee Improvements, either Lessee or its contractor shall obtain the following insurance, at Lessee's own expense, with carriers admitted to do business in the state in which the Premises are located Improvements Final Plans and holding a Best's Rating of A-6 or better: Specifications (a) Workers' Compensation and Employer's Liability Insurance - Statutory Workers' Compensation Insurance Employer's Liability Insurance with limits of $1,000,000 each accident, all employees, and disease. (b) Commercial General Liability Insurance (1986 ISO form or the equivalent) with minimum limits of: Combined Single Limit Bodily Injury & Property Damage combined: $2,000,000 each occurrence $2,000,000 general aggregate-each project and/or location (c) Business Automobile Liability Insurance with limits of: Single Limit Bodily Injury & Property Damage combined: $1,000,000 each accident This insurance should cover all owned, non-owned or hired automobiles to be used in furtherance of work. (d) Builder's Risk on the cost of the Lessee Improvements. Certificates of Insurance evidencing the above coverages shall be submitted to and when approved by Lessor prior to commencement and Lessee) are incorporated in this Lease by reference. For the purpose of work on this Section, an “immaterial field change” shall mean such field changes which are required by any governmental authority or changes which (i) do not affect the size, configuration, structural integrity, quality, character, architectural appearance and standard of workmanship contemplated in the Lessee Improvements. Improvements Final Plans and Specifications, (aii) Lessee shall keep the Premises and the Building free from will not result in any liens arising out of default in any work performed, materials furnished, or obligations incurred by or on behalf of Lessee. Should any claim of lien or other lien be filed against the Premises or the Building by reason of any act or omission of Lessee or any of Lessee's agents, employees, contractors or representatives, then Lessee shall cause the same to be canceled and discharged of record by bond or otherwise within thirty (30) days after the filing thereof. Should Lessee fail to discharge such lien within such thirty (30) day period, then Lessor may discharge the same, in which event Lessee shall reimburse Lessor, on demand, as additional rent, for the amount of the lien or the amount of the bond, if greater, plus all administrative costs incurred by Lessor and interest at the maximum rate permitted by law in connection therewith. The remedies provided herein shall be in addition to all other remedies available to Lessor under this Lease or otherwise. Lessee shall have no power to do any act or make any contract that may create or be the foundation of any lien, mortgage or other encumbrance upon the reversionary or other estate of Lessor, or any interest of Lessor in the Premises or the Building. NO CONSTRUCTION LIENS OR OTHER LIENS FOR ANY LABOR, SERVICES OR MATERIALS FURNISHED TO THE PREMISES SHALL ATTACH TO OR AFFECT THE INTEREST OF LESSOR IN AND TO THE PREMISES OR THE BUILDING. (b) Lessee and its contractor agree to defend, indemnify and hold harmless Lessor from all loss, liability, claims and expense, including, but not limited to, reasonable attorneys' fees, arising from property damage or bodily injury, including, but not limited to, death obligation to any person or persons, caused in whole or in part by the negligence or misconduct violation of Lessee or its contractor or their agents, employees or subcontractors, except to the extent that any of such is caused by the gross negligence or willful misconduct of Lessor. Lessee shall provide to the Lessor the Lessee contractor's agreement to so defend, indemnify and hold harmless the Lessor. 4. Provided that Lessee has (a) completed the Lessee Improvements and occupied the Premises, (b) complied with the terms and conditions set forth in the Lease and the construction of Lessee Improvements is in accordance with the Plans and in compliance with Applicable Lawsgovernmental requirements, and (ciii) provided Lessor with (i) a copy the cost of or reduction resulting from any single field change or extra does not exceed $2,000 and the aggregate amount of all bills or invoices such changes and lien waivers, with respect to all of the Lessee Improvements, and (ii) a copy of a Certificate of Occupancy or other appropriate document acceptable to Lessor, then, upon the occurrence of all of such events, Lessor shall pay to Lessee an amount of up to but not in excess of $10.00 per rentable square foot in the Premises (the "Lessee's Allowance"). However, in the event Lessee extras does not spend exceed $10.00 per rentable square foot or more on the Lessee Improvements, any of the Lessee's Allowance not used by Lessee shall be forfeited and not payable by Lessor. All costs of the Lessee Improvements in excess of $10.00 per rentable square foot shall be paid by Lessee and Lessor shall have no liability with respect thereto. During construction of the Lessee Improvements, Lessor, or its designated representative, shall have the right to inspect construction of the Lessee Improvements; and Lessee understands and agrees that any inspection by Lessor or its designated representatives shall not impose upon Lessor any liability or responsibility with respect to whether or not such Lessee Improvements have been constructed in accordance with the Plans or Applicable Laws10,000. 5. Notwithstanding any provision in the Lease to the contrary, Lessor and Lessee specifically agree that (i) Lessee, provided it has obtained the insurance coverages set forth in paragraph 2. above, shall have access to the Premises in order for Lessee or its contractor to commence the Lessee Improvements, and (ii) Rent shall commence on October 1, 2002.

Lessee Improvements. (a) Lessor Lessee shall prepare final plans and Lessee agree that ------------------- specifications for construction of the Lessee Improvements described in subparagraph desired by Lessee and shall deliver to Lessor by July 1, 1999, two (b2) below copies of such plans and specifications and the names of two proposed contractors to construct the Lessee Improvements for Lessor approval. Lessor will promptly either approve of the plans and specifications and the contractors, or communicate its objections, and if Lessor has objections, the Lessor will work diligently with Lessee to resolve any objections such that approval of the plans and specifications and names of contractors is given within fifteen (15) days of receipt. Lessor shall be deemed to have approved the plans and specifications and the contractors unless Lessor shall have provided written notice to Lessee of Lessor's objections thereto within fourteen (14) days following the delivery thereof by Lessee to Lessor. The Lessor approved final plans and specifications for the Lessee Improvements are herein called the "Lessee ImprovementsImprovements Final Plans and Specifications") . All reasonable costs involved in approving, drafting and preparing the Lessee Improvements Final Plans and Specifications shall be completed charged against the Improvement Allowance described below. Lessor shall apply for building permits to construct the Lessee Improvements and will submit bid requests to the two contractors selected by Lessee on or before October 1, 2002. and the contractor for the Shell Building Improvements no later than two (b2) If plans and specifications (collectively days following approval of the "Plans") for Lessee Improvements are not attached hereto at the time of execution of this Lease, Lessee shall provide such Final Plans and Specifications. Contractors will be required to Lessor within submit their bids no later than thirty (30) days prior following receipt of the bid request. Lessee shall have fifteen (15) days from receipt of all bids to select the contractor for the Lessee Improvements. Except for immaterial field changes, modifications to the date any such Lessee Improvements are to Final Plans and Specifications must be commenced pursuant made and accepted only by written change order or agreement signed by Lessor and Lessee and will constitute an amendment to this Lease. Upon receipt of such Plans, Lessor shall have ten (10) days in which to either approve such Plans or provide Lessee with Lessor's objections and comments. If Lessor objects to such Plans, Lessee shall promptly make necessary be responsible for payment in advance of all work and construction resulting from changes and provide Lessor with such revised Plans within twenty (20) business days after receipt of Lessor's objections and comments. In the event Lessor and Lessee approve the Plans, Lessee shall promptly undertake the construction of in the Lessee Improvements Final Plans and diligently pursue Specifications requested by Lessee if the additional cost attributable to completion such Lessee Improvements. the changes exceed the Improvement Allowance by more than $3.00 as described in subparagraph (c) In below. The Lessee Improvements Final Plans and Specifications (when approved by Lessor and Lessee) are incorporated in this Lease by reference. For the event purpose of this Section, an "immaterial field change" shall mean such field changes which are required by any governmental authority or changes which (i) do not affect the Plans for size, configuration, structural integrity, quality, character, architectural appearance and standard of workmanship contemplated in the Lessee Improvements have not been completed Final Plans and approved by both Lessor and Lessee by the close of business on October 1Specifications, 2002, this Lease, at the option of either Lessor or Lessee by written notice to the other, may be terminated and upon the delivery of such notice, neither Lessor nor Lessee shall have any furth rights or obligations hereunder; provided, however, any such termination notice must be receivJ by either Lessor or Lessee by no later than November 1, 2002 in order to be effective. (d) The construction of the Lessee Improvements shall be in compliance with all applicable laws including, but not limited to, building codes, zoning regulations, compliance with the Americans with Disabilities Act and any other federal, state or local laws (the "Applicable Laws") and shall be the sole responsibility of Lessee. Incidental to Lessee's obligation to comply with the terms and conditions set forth in this Exhibit D, Lessor and Lessee do hereby agree as follows: (i) Any changes or modifications Lessee desires to make to the Plans shall be subject to Lessor's prior written approval; (ii) Lessee agrees that its contractors will perform and provide the work and materials not result in any default in any obligation to construct the Lessee Improvements in accordance and compliance with all Applicable Laws; any person or violation of any governmental requirements, and (iii) Upon completion of the Lessee Improvements and within five (5) business days after demand by Lessor, Lessee shall deliver to Lessor (x) final releases of liens from contractors performing the work or providing the materials for the Lessee Improvements and from any lienors giving written notice as provided under Applicable Laws, (y) a final contractor's affidavit from the general contractor in accordance with Applicable Laws or customary practice, and (z) any supporting documentation regarding final completion and payment of the costs of the Lessee Improvements reasonably requested by Lessor. 2. Prior to commencement of any work on the Lessee Improvements, either Lessee or its contractor shall obtain the following insurance, at Lessee's own expense, with carriers admitted to do business in the state in which the Premises are located and holding a Best's Rating of A-6 or better: (a) Workers' Compensation and Employer's Liability Insurance - Statutory Workers' Compensation Insurance Employer's Liability Insurance with limits of $1,000,000 each accident, all employees, and disease. (b) Commercial General Liability Insurance (1986 ISO form or the equivalent) with minimum limits of: Combined Single Limit Bodily Injury & Property Damage combined: $2,000,000 each occurrence $2,000,000 general aggregate-each project and/or location (c) Business Automobile Liability Insurance with limits of: Single Limit Bodily Injury & Property Damage combined: $1,000,000 each accident This insurance should cover all owned, non-owned or hired automobiles to be used in furtherance of work. (d) Builder's Risk on the cost of the Lessee Improvements. Certificates of Insurance evidencing the above coverages shall be submitted to and approved by Lessor prior to commencement of work on the Lessee Improvements. (a) Lessee shall keep the Premises and the Building free or reduction resulting from any liens arising out of any work performed, materials furnished, single field change or obligations incurred by or on behalf of Lessee. Should any claim of lien or other lien be filed against the Premises or the Building by reason of any act or omission of Lessee or any of Lessee's agents, employees, contractors or representatives, then Lessee shall cause the same to be canceled and discharged of record by bond or otherwise within thirty (30) days after the filing thereof. Should Lessee fail to discharge such lien within such thirty (30) day period, then Lessor may discharge the same, in which event Lessee shall reimburse Lessor, on demand, as additional rent, for the amount of the lien or the amount of the bond, if greater, plus all administrative costs incurred by Lessor and interest at the maximum rate permitted by law in connection therewith. The remedies provided herein shall be in addition to all other remedies available to Lessor under this Lease or otherwise. Lessee shall have no power to do any act or make any contract that may create or be the foundation of any lien, mortgage or other encumbrance upon the reversionary or other estate of Lessor, or any interest of Lessor in the Premises or the Building. NO CONSTRUCTION LIENS OR OTHER LIENS FOR ANY LABOR, SERVICES OR MATERIALS FURNISHED TO THE PREMISES SHALL ATTACH TO OR AFFECT THE INTEREST OF LESSOR IN AND TO THE PREMISES OR THE BUILDING. (b) Lessee and its contractor agree to defend, indemnify and hold harmless Lessor from all loss, liability, claims and expense, including, but not limited to, reasonable attorneys' fees, arising from property damage or bodily injury, including, but not limited to, death to any person or persons, caused in whole or in part by the negligence or misconduct of Lessee or its contractor or their agents, employees or subcontractors, except to the extent that any of such is caused by the gross negligence or willful misconduct of Lessor. Lessee shall provide to the Lessor the Lessee contractor's agreement to so defend, indemnify and hold harmless the Lessor. 4. Provided that Lessee has (a) completed the Lessee Improvements and occupied the Premises, (b) complied with the terms and conditions set forth in the Lease and the construction of Lessee Improvements is in accordance with the Plans and in compliance with Applicable Laws, and (c) provided Lessor with (i) a copy of all bills or invoices and lien waivers, with respect to all of the Lessee Improvements, and (ii) a copy of a Certificate of Occupancy or other appropriate document acceptable to Lessor, then, upon the occurrence of all of such events, Lessor shall pay to Lessee an amount of up to but not in excess of $10.00 per rentable square foot in the Premises (the "Lessee's Allowance"). However, in the event Lessee extra does not spend exceed $10.00 per rentable square foot or more on the Lessee Improvements, any of the Lessee's Allowance not used by Lessee shall be forfeited and not payable by Lessor. All costs of the Lessee Improvements in excess of $10.00 per rentable square foot shall be paid by Lessee and Lessor shall have no liability with respect thereto. During construction of the Lessee Improvements, Lessor, or its designated representative, shall have the right to inspect construction of the Lessee Improvements; and Lessee understands and agrees that any inspection by Lessor or its designated representatives shall not impose upon Lessor any liability or responsibility with respect to whether or not such Lessee Improvements have been constructed in accordance with the Plans or Applicable Laws5,000.00. 5. Notwithstanding any provision in the Lease to the contrary, Lessor and Lessee specifically agree that (i) Lessee, provided it has obtained the insurance coverages set forth in paragraph 2. above, shall have access to the Premises in order for Lessee or its contractor to commence the Lessee Improvements, and (ii) Rent shall commence on October 1, 2002.

Lessee Improvements. (a) Lessor and Lessee agree that shall meet to discuss the Lessee Improvements described in subparagraph (b) below design and construction of those improvements desired by Lessee, such improvements including, but not being limited to, M.E.P. systems, computer flooring, interior walls, wall coverings, window treatments, and floor coverings for the entire 84,518 square feet of the Leased Premises (the "“Lessee Improvements") ”). Lessee shall be completed by Lessee on or before October 1, 2002. (b) If prepare final plans and specifications (collectively the "Plans") for Lessee Improvements are not attached hereto at the time of execution of this Lease, Lessee shall provide such Plans to Lessor within thirty (30) days prior to the date any such Lessee Improvements are to be commenced pursuant to this Lease. Upon receipt of such Plans, Lessor shall have ten (10) days in which to either approve such Plans or provide Lessee with Lessor's objections and comments. If Lessor objects to such Plans, Lessee shall promptly make necessary changes and provide Lessor with such revised Plans within twenty (20) business days after receipt of Lessor's objections and comments. In the event Lessor and Lessee approve the Plans, Lessee shall promptly undertake the construction of the Lessee Improvements and diligently pursue to completion such Lessee Improvements. (c) In the event the Plans other construction documents for the Lessee Improvements have not been completed and approved by both Lessor and Lessee by the close of business on October 1, 2002, this Lease, at the option of either Lessor or Lessee by written notice to the other, may be terminated and upon the delivery of such notice, neither Lessor nor Lessee shall have any furth rights or obligations hereunder; provided, however, any such termination notice must be receivJ by either Lessor or Lessee by no later than November 1, 2002 in order to be effective. (d) The construction of the Lessee Improvements shall be in compliance with all applicable laws including, but not limited to, building codes, zoning regulations, compliance with the Americans with Disabilities Act and any other federal, state or local laws (the "Applicable Laws") and shall be the sole responsibility of Lessee. Incidental to Lessee's obligation to comply with the terms and conditions set forth in this Exhibit D, Lessor and Lessee do hereby agree as follows: (i) Any changes or modifications Lessee desires to make to the Plans shall be subject to Lessor's prior written approval; (ii) Lessee agrees that its contractors will perform and provide the work and materials to construct the Lessee Improvements in accordance and compliance with all Applicable Laws; and (iii) Upon completion of the Lessee Improvements and ’s approval within five (5) business days after demand by from receipt thereof and Lessor shall have five (5) days to review and approve such final plans and specifications. In the event such five (5) day review period expires with no response from Lessor, Lessee such plans shall deliver to Lessor (x) final releases of liens from contractors performing the work be deemed approved. However, in no event shall actual or providing the materials for the Lessee Improvements and from any lienors giving written notice as provided under Applicable Laws, (y) a final contractor's affidavit from the general contractor in accordance with Applicable Laws or customary practice, and (z) any supporting documentation regarding final completion and payment deemed approval of the costs final plans and specifications constitute approval for accuracy, completeness, quality or effectiveness of the Lessee Improvements reasonably requested by Lessor. 2. Prior to commencement of any work on the Lessee Improvementsdesign, either Lessee or its contractor shall obtain the following insurance, at Lessee's own expense, compliance with carriers admitted to do business in the state in which the Premises are located and holding a Best's Rating of A-6 or better: (a) Workers' Compensation and Employer's Liability Insurance - Statutory Workers' Compensation Insurance Employer's Liability Insurance with limits of $1,000,000 each accident, all employees, and disease. (b) Commercial General Liability Insurance (1986 ISO form or the equivalent) with minimum limits of: Combined Single Limit Bodily Injury & Property Damage combined: $2,000,000 each occurrence $2,000,000 general aggregate-each project and/or location (c) Business Automobile Liability Insurance with limits of: Single Limit Bodily Injury & Property Damage combined: $1,000,000 each accident This insurance should cover all owned, non-owned or hired automobiles to be used in furtherance of work. (d) Builder's Risk on the cost of the Lessee Improvements. Certificates of Insurance evidencing the above coverages shall be submitted to and approved by Lessor prior to commencement of work on the Lessee Improvements. (a) Lessee shall keep the Premises and the Building free from any liens arising out of any work performed, materials furnished, or obligations incurred by or on behalf of Lessee. Should any claim of lien or other lien be filed against the Premises or the Building by reason of any act or omission of Lessee or any of Lessee's agents, employees, contractors or representatives, then Lessee shall cause the same to be canceled and discharged of record by bond or otherwise within thirty (30) days after the filing thereof. Should Lessee fail to discharge such lien within such thirty (30) day period, then Lessor may discharge the same, in which event Lessee shall reimburse Lessor, on demand, as additional rent, for the amount of the lien or the amount of the bond, if greater, plus all administrative costs incurred by Lessor and interest at the maximum rate permitted by law in connection therewith. The remedies provided herein shall be in addition to all other remedies available to Lessor under this Lease applicable laws or otherwise. Lessee shall have no power not be required to do any act remove the Lessee Improvements designed for general office use, i.e., drywall, electrical, plumbing, carpeting nor the cafeteria, upon expiration or make any contract that may create termination of this Lease. The approved final plans and specifications for the Lessee Improvements being herein called the “Lessee Improvements Final Plans and Specifications”. All costs involved in approving, drafting and preparing the Lessee Improvements Final Plans and Specifications shall be charged against the Improvement Allowance described below. Except for immaterial field changes, modifications to the Lessee Improvements Final Plans and Specifications must be made and accepted only by written change order or agreement signed by Lessor and Lessee and will constitute an amendment to this Lease. Lessee shall be the foundation responsible for payment of any lien, mortgage or other encumbrance upon the reversionary or other estate of Lessor, or any interest of Lessor all work and construction resulting from changes in the Premises Lessee Improvements Final Plans and Specifications requested by Lessee prior to requesting reimbursement from the Improvement Allowance. The Lessee Improvements Final Plans and Specifications (when approved by Lessor and Lessee) are incorporated in this Lease by reference. For the purpose of this Section, an “immaterial field change” shall mean such field changes which are required by any governmental authority or changes which (i) do not affect the Building. NO CONSTRUCTION LIENS OR OTHER LIENS FOR ANY LABORsize, SERVICES OR MATERIALS FURNISHED TO THE PREMISES SHALL ATTACH TO OR AFFECT THE INTEREST OF LESSOR IN AND TO THE PREMISES OR THE BUILDING. configuration, structural integrity, quality, character, architectural appearance and standard of workmanship contemplated in the Lessee Improvements Final Plans and Specifications, (bii) Lessee and its contractor agree to defend, indemnify and hold harmless Lessor from all loss, liability, claims and expense, including, but will not limited to, reasonable attorneys' fees, arising from property damage or bodily injury, including, but not limited to, death result in any default in any obligation to any person or persons, caused in whole or in part by the negligence or misconduct violation of Lessee or its contractor or their agents, employees or subcontractors, except to the extent that any of such is caused by the gross negligence or willful misconduct of Lessor. Lessee shall provide to the Lessor the Lessee contractor's agreement to so defend, indemnify and hold harmless the Lessor. 4. Provided that Lessee has (a) completed the Lessee Improvements and occupied the Premises, (b) complied with the terms and conditions set forth in the Lease and the construction of Lessee Improvements is in accordance with the Plans and in compliance with Applicable Lawsgovernmental requirements, and (ciii) provided Lessor with (i) a copy the cost of or reduction resulting from any single field change or extra does not exceed $50,000 and the aggregate amount of all bills or invoices such changes and lien waivers, with respect to all of the Lessee Improvements, and (ii) a copy of a Certificate of Occupancy or other appropriate document acceptable to Lessor, then, upon the occurrence of all of such events, Lessor shall pay to Lessee an amount of up to but not in excess of $10.00 per rentable square foot in the Premises (the "Lessee's Allowance"). However, in the event Lessee extras does not spend exceed $10.00 per rentable square foot or more on the Lessee Improvements, any of the Lessee's Allowance not used by Lessee shall be forfeited and not payable by Lessor. All costs of the Lessee Improvements in excess of $10.00 per rentable square foot shall be paid by Lessee and Lessor shall have no liability with respect thereto. During construction of the Lessee Improvements, Lessor, or its designated representative, shall have the right to inspect construction of the Lessee Improvements; and Lessee understands and agrees that any inspection by Lessor or its designated representatives shall not impose upon Lessor any liability or responsibility with respect to whether or not such Lessee Improvements have been constructed in accordance with the Plans or Applicable Laws250,000. 5. Notwithstanding any provision in the Lease to the contrary, Lessor and Lessee specifically agree that (i) Lessee, provided it has obtained the insurance coverages set forth in paragraph 2. above, shall have access to the Premises in order for Lessee or its contractor to commence the Lessee Improvements, and (ii) Rent shall commence on October 1, 2002.

Lessee Improvements. (a) Lessee shall not make or allow to be made any alterations, physical additions or improvements in or to the Leased Premises without first obtaining the written consent of Lessor, which consent shall not be unreasonably withheld, conditioned or delayed. Any alterations, physical additions or improvements to the Leased Premises made by or installed by either party hereto shall remain upon and be surrendered with the Leased Premises and become the property of Lessor and Lessee agree that upon the Lessee Improvements described in subparagraph (b) below (the "Lessee Improvements") shall be completed by Lessee on expiration or before October 1, 2002. (b) If plans and specifications (collectively the "Plans") for Lessee Improvements are not attached hereto at the time of execution earlier termination of this Lease, Lessee shall provide such Plans Lease without credit to Lessor within thirty (30) days prior to the date any such Lessee Improvements are to be commenced pursuant to this Lease. Upon receipt of such Plans, Lessor shall have ten (10) days in which to either approve such Plans or provide Lessee with Lessor's objections and comments. If Lessor objects to such Plans, Lessee shall promptly make necessary changes and provide Lessor with such revised Plans within twenty (20) business days after receipt of Lessor's objections and comments. In the event Lessor and Lessee approve the Plans, Lessee shall promptly undertake the construction of the Lessee Improvements and diligently pursue to completion such Lessee Improvements. (c) In the event the Plans for the Lessee Improvements have not been completed and approved by both Lessor and Lessee by the close of business on October 1, 2002, this Lease, at the option of either Lessor or Lessee by written notice to the other, may be terminated and upon the delivery of such notice, neither Lessor nor Lessee shall have any furth rights or obligations hereunderLessee; provided, however, Lessor, at its option, may require Lessee to remove any such termination notice must be receivJ by either Lessor physical improvements or Lessee by no later than November 1, 2002 additions and/or repair any alterations in order to restore the Leased Premises to the condition existing at the time Lessee took possession, all costs of removal and/or alterations to be effective. (d) The construction borne by Lessee. This clause shall not apply to moveable equipment, furniture or moveable trade fixtures owned by Lessee, which may be removed by Lessee at the end of the term of this Lease if Lessee Improvements shall be is not then in compliance with all applicable laws including, but default and if such equipment and furniture are not limited to, building codes, zoning regulations, compliance with the Americans with Disabilities Act and then subject to any other federalrights, state or local laws (the "Applicable Laws") liens and shall be the sole responsibility interests of LesseeLessor. Incidental to Lessee's obligation to comply with the terms and conditions set forth in this Exhibit D, Lessor and Lessee do hereby agree as follows: (i) Any changes or modifications Lessee desires to make to the Plans shall be subject to Lessor's prior written approval; (ii) Lessee agrees that its contractors will perform and provide the work and materials to construct the Lessee Improvements in accordance and compliance with all Applicable Laws; and (iii) Upon completion of the Lessee Improvements and within five (5) business days after demand by Lessor, Lessee shall deliver have no authority or power, express or implied, to Lessor (x) final releases of liens from contractors performing the work create or providing the materials for the Lessee Improvements and from cause any lienors giving written notice as provided under Applicable Lawsmechanic’s or materialman’s lien, (y) a final contractor's affidavit from the general contractor in accordance with Applicable Laws charge or customary practice, and (z) any supporting documentation regarding final completion and payment of the costs of the Lessee Improvements reasonably requested by Lessor. 2. Prior to commencement encumbrance of any work on kind against the Lessee ImprovementsLeased Premises, either Lessee the Property or its contractor shall obtain the following insurance, at Lessee's own expense, with carriers admitted to do business in the state in which the Premises are located and holding a Best's Rating of A-6 or better: (a) Workers' Compensation and Employer's Liability Insurance - Statutory Workers' Compensation Insurance Employer's Liability Insurance with limits of $1,000,000 each accident, all employees, and disease. (b) Commercial General Liability Insurance (1986 ISO form or the equivalent) with minimum limits of: Combined Single Limit Bodily Injury & Property Damage combined: $2,000,000 each occurrence $2,000,000 general aggregate-each project and/or location (c) Business Automobile Liability Insurance with limits of: Single Limit Bodily Injury & Property Damage combined: $1,000,000 each accident This insurance should cover all owned, non-owned or hired automobiles to be used in furtherance of work. (d) Builder's Risk on the cost of the Lessee Improvementsany portion thereof. Certificates of Insurance evidencing the above coverages shall be submitted to and approved by Lessor prior to commencement of work on the Lessee Improvements. (a) Lessee shall keep the Premises and the Building free from promptly cause any such liens arising out of any work performed, materials furnished, or obligations incurred by or on behalf of Lessee. Should any claim of lien or other lien be filed against the Premises or the Building that have arisen by reason of any act work claimed to have been undertaken by or omission of through Lessee or any of Lessee's agents, employees, contractors or representatives, then Lessee shall cause the same to be canceled and discharged of record released by bond payment, bonding or otherwise within thirty (30) days after the filing thereofrequest by Lessor, and shall indemnify Lessor against losses arising out of any such claim (including, without limitation, legal fees and court costs). Should If Lessee fail fails to discharge timely take either such lien within such thirty (30) day periodaction, then Lessor may discharge the same, in which event Lessee shall reimburse Lessor, on demand, as additional rent, for the amount of pay the lien or the amount of the bond, if greater, plus all administrative costs incurred by Lessor and interest at the maximum rate permitted by law in connection therewith. The remedies provided herein shall be in addition to all other remedies available to Lessor under this Lease or otherwise. Lessee shall have no power to do any act or make any contract that may create or be the foundation of any lien, mortgage or other encumbrance upon the reversionary or other estate of Lessor, or any interest of Lessor in the Premises or the Building. NO CONSTRUCTION LIENS OR OTHER LIENS FOR ANY LABOR, SERVICES OR MATERIALS FURNISHED TO THE PREMISES SHALL ATTACH TO OR AFFECT THE INTEREST OF LESSOR IN AND TO THE PREMISES OR THE BUILDING. (b) Lessee and its contractor agree to defend, indemnify and hold harmless Lessor from all loss, liability, claims and expense, including, but not limited to, reasonable attorneys' fees, arising from property damage or bodily injury, including, but not limited to, death to any person or persons, caused in whole or in part by the negligence or misconduct of Lessee or its contractor or their agents, employees or subcontractors, except claim without inquiry as to the extent that any of such is caused by the gross negligence or willful misconduct of Lessor. Lessee shall provide to the Lessor the Lessee contractor's agreement to so defend, indemnify and hold harmless the Lessor. 4. Provided that Lessee has (a) completed the Lessee Improvements and occupied the Premises, (b) complied with the terms and conditions set forth in the Lease and the construction of Lessee Improvements is in accordance with the Plans and in compliance with Applicable Lawsvalidity thereof, and (c) provided Lessor with (i) a copy of all bills or invoices any amounts so paid, including expenses and lien waiversinterest, with respect to all of the Lessee Improvements, and (ii) a copy of a Certificate of Occupancy or other appropriate document acceptable to Lessor, then, upon the occurrence of all of such events, Lessor shall pay to Lessee an amount of up to but not in excess of $10.00 per rentable square foot in the Premises (the "Lessee's Allowance"). However, in the event Lessee does not spend $10.00 per rentable square foot or more on the Lessee Improvements, any of the Lessee's Allowance not used by Lessee shall be forfeited and not payable by Lessor. All costs of the Lessee Improvements in excess of $10.00 per rentable square foot shall be paid by Lessee and to Lessor shall have no liability with respect thereto. During construction of the within ten (10) days after Lessor has delivered to Lessee Improvements, Lessor, or its designated representative, shall have the right to inspect construction of the Lessee Improvements; and Lessee understands and agrees that any inspection by Lessor or its designated representatives shall not impose upon Lessor any liability or responsibility with respect to whether or not such Lessee Improvements have been constructed in accordance with the Plans or Applicable Lawsan invoice therefor. 5. Notwithstanding any provision in the Lease to the contrary, Lessor and Lessee specifically agree that (i) Lessee, provided it has obtained the insurance coverages set forth in paragraph 2. above, shall have access to the Premises in order for Lessee or its contractor to commence the Lessee Improvements, and (ii) Rent shall commence on October 1, 2002.

Lessee Improvements. (a) Lessor Lessee shall, at its sole cost: diligently pursue and Lessee agree that obtain permits and thereafter construct all improvements in connection with the Lessee Improvements described in subparagraph (b) below (the "Lessee Improvements") shall be completed by Lessee on or before October 1, 2002. (b) If plans and specifications (collectively the "Plans") for Lessee Improvements are not attached hereto operation of an outpatient renal dialysis clinic at the time of execution of this Lease, Lessee shall provide such Plans to Lessor within thirty (30) days prior to the date any such Lessee Improvements are to be commenced pursuant to this Lease. Upon receipt of such Plans, Lessor shall have ten (10) days in which to either approve such Plans or provide Lessee with Lessor's objections and comments. If Lessor objects to such Plans, Lessee shall promptly make necessary changes and provide Lessor with such revised Plans within twenty (20) business days after receipt of Lessor's objections and comments. In the event Lessor and Lessee approve the Plans, Lessee shall promptly undertake the construction of the Lessee Improvements and diligently pursue to completion such Lessee Improvements. (c) In the event the Plans for the Lessee Improvements have not been completed and approved by both Lessor and Lessee by the close of business on October 1, 2002, this Lease, at the option of either Lessor or Lessee by written notice to the other, may be terminated and upon the delivery of such notice, neither Lessor nor Lessee shall have any furth rights or obligations hereunder; provided, however, any such termination notice must be receivJ by either Lessor or Lessee by no later than November 1, 2002 in order to be effective. (d) The construction of the Lessee Improvements shall be Premises in compliance with all applicable laws Laws, including, but not limited towithout limitation, building codes, zoning regulations, compliance with the provisions of Title III of the Americans with Disabilities Act of 1990 as it pertains to Lessee’s specific use, occupancy, alterations and any other federal, state or local laws improvements to the Premises (the "Applicable Laws") and shall be the sole responsibility of Lessee“Lessee Improvements”). Incidental to Lessee's obligation to comply with the terms and conditions set forth in this Exhibit D, Lessor and Lessee do hereby agree as follows: (i) Any changes or modifications Lessee desires to make to the Plans shall be subject to Lessor's prior written approval; (ii) Lessee agrees that its contractors will perform and provide the work and materials to construct the Lessee Improvements in accordance and compliance with all Applicable Laws; and (iii) Upon completion of the Lessee Improvements and within five (5) business days after demand by Lessor, Lessee shall deliver to Lessor (x) final releases of liens from contractors performing the pay all costs for work performed by or providing the materials for the Lessee Improvements on its account and from any lienors giving written notice as provided under Applicable Laws, (y) a final contractor's affidavit from the general contractor in accordance with Applicable Laws or customary practice, and (z) any supporting documentation regarding final completion and payment of the costs of the Lessee Improvements reasonably requested by Lessor. 2. Prior to commencement of any work on the Lessee Improvements, either Lessee or its contractor shall obtain the following insurance, at Lessee's own expense, with carriers admitted to do business in the state in which the Premises are located and holding a Best's Rating of A-6 or better: (a) Workers' Compensation and Employer's Liability Insurance - Statutory Workers' Compensation Insurance Employer's Liability Insurance with limits of $1,000,000 each accident, all employees, and disease. (b) Commercial General Liability Insurance (1986 ISO form or the equivalent) with minimum limits of: Combined Single Limit Bodily Injury & Property Damage combined: $2,000,000 each occurrence $2,000,000 general aggregate-each project and/or location (c) Business Automobile Liability Insurance with limits of: Single Limit Bodily Injury & Property Damage combined: $1,000,000 each accident This insurance should cover all owned, non-owned or hired automobiles to be used in furtherance of work. (d) Builder's Risk on the cost of the Lessee Improvements. Certificates of Insurance evidencing the above coverages shall be submitted to and approved by Lessor prior to commencement of work on the Lessee Improvements. (a) Lessee shall keep the Premises free and clear of mechanics’ liens or any other liens resulting therefrom. Lessee shall give Lessor immediate notice of any lien filed against the Building free from any liens arising out Premises as a result of any work performed, materials furnished, or obligations incurred of improvement performed by or on behalf of Lessee. Should any claim of lien or other lien be filed against the Premises or the Building by reason of any act or omission of Lessee or any of Lessee's agents, employees, contractors or representatives, then Lessee shall cause the same to be canceled and discharged of record by bond or otherwise discharge, within thirty (30) days after (by payment or by filing the filing thereofnecessary statutory lien release, bond, or otherwise), any mechanics’, materialmen’s or other lien against the Premises, which lien may arise out of any payment due for, or purported to be due for, any labor, services, materials, supplies, or equipment alleged to have been furnished to or for Lessee. Should If Lessee fail fails to discharge any such lien within such thirty (30) day periodlien, then Lessor may discharge shall have the sameright, but not the obligation, in which event addition to all other rights and remedies available to it under this Lease or applicable Laws, and after ten (10) days prior notice to Lessee, either to pay and discharge such lien, without regard to the validity thereof, or to procure and cause to be recorded a statutory lien release bond and to collect from Lessee shall reimburse Lessor, on demand, as additional rent, for the amount of the lien or the amount of the bond, if greater, plus (i) all administrative costs incurred by Lessor in paying and discharging such lien, or in procuring such bond; and (ii) all expenses incurred by Lessor in connection with such lien, including reasonable attorneys’ fees and costs, recording fees and administrative costs and expenses. Lessor shall provide Lessee with a Lessee Improvements allowance in the amount of $300,000.00 (the “Allowance”). Said Allowance shall be payable to Lessee upon receipt of the certificate of occupancy for the operation of an outpatient renal dialysis clinic at the Premises from the City of Fontana, California. In the event Lessor fails to pay Lessee the Allowance within ten (10) days following receipt of the certificate of occupancy from the City of Fontana, California, a late charge of five percent (5%) of the Allowance shall become immediately due and payable by Lessor to Lessee as liquidated damages and Lessee may, at its option, deduct such amount, including the Allowance and the late charge, plus interest at the maximum rate permitted by law in connection therewith. The remedies (provided herein that interest shall not be in addition to all other remedies available to Lessor assessed on the late charge) from subsequent Rent due under this Lease or otherwisethe Lease. Lessee shall have no power to do any act or make any contract that may create or be for the foundation installation of any lien, mortgage or other encumbrance upon the reversionary or other estate of Lessor, or any interest of Lessor in the Premises or the Building. NO CONSTRUCTION LIENS OR OTHER LIENS FOR ANY LABOR, SERVICES OR MATERIALS FURNISHED TO THE PREMISES SHALL ATTACH TO OR AFFECT THE INTEREST OF LESSOR IN AND TO THE PREMISES OR THE BUILDING. (b) Lessee and its contractor agree to defend, indemnify and hold harmless Lessor from all loss, liability, claims and expense, including, but not limited to, reasonable attorneys' fees, arising from property damage or bodily injury, including, but not limited to, death to any person or persons, caused in whole or in part by the negligence or misconduct of Lessee or its contractor or their agents, employees or subcontractors, except to the extent that any of such is caused by the gross negligence or willful misconduct of Lessor. Lessee shall provide to the Lessor the Lessee contractor's agreement to so defend, indemnify and hold harmless the Lessor. 4. Provided that Lessee has (a) completed the Lessee Improvements with a contractor of choice. Lessor and occupied Lessee shall mutually approve the Premises, (b) complied with plans and specifications of the terms and conditions set forth in the Lease and the construction of Lessee Improvements is in accordance with prior to the Plans and in compliance with Applicable Laws, and (c) provided Lessor with (i) a copy of all bills or invoices and lien waivers, with respect to all commencement of the Lessee Improvements, and (ii) a copy of a Certificate of Occupancy . Lessor shall not charge Lessee any fee or other appropriate document acceptable to Lessor, then, upon charges for the occurrence of all of such events, Lessor shall pay to Lessee an amount of up to but not in excess of $10.00 per rentable square foot in supervision and/or overhead associated with the Premises (the "Lessee's Allowance"). However, in the event Lessee does not spend $10.00 per rentable square foot or more on the Lessee Improvements, any of the Lessee's Allowance not used by Lessee shall be forfeited and not payable by Lessor. All costs of the Lessee Improvements in excess of $10.00 per rentable square foot shall be paid by Lessee and Lessor shall have no liability with respect thereto. During construction of the Lessee Improvements, Lessor, or its designated representative, shall have the right to inspect construction of the Lessee Improvements; and Lessee understands and agrees that any inspection by Lessor or its designated representatives shall not impose upon Lessor any liability or responsibility with respect to whether or not such Lessee Improvements have been constructed in accordance with the Plans or Applicable Laws. 5. Notwithstanding any provision in the Lease to the contrary, Lessor and Lessee specifically agree that (i) Lessee, provided it has obtained the insurance coverages set forth in paragraph 2. above, shall have access to the Premises in order for Lessee or its contractor to commence the Lessee Improvements, and (ii) Rent shall commence on October 1, 2002.

Lessee Improvements. Lessor shall provide Lessee an improvement allowance of Seven Hundred Thousand Dollars (a$700,000.00) Lessor and Lessee agree that (the Lessee Improvements described in subparagraph (b"Improvement Allowance") below to be used for the construction of improvements to the Premises (the "Lessee Improvements") ). The Lessee Improvements shall be completed constructed by Lessee on pursuant to the following terms and conditions: a. Lessee shall prepare and deliver to Lessor for Lessor's approval, which approval shall not be unreasonably withheld or before October 1delayed, 2002. (b) If one copy of plans and specifications (collectively working drawings for the "Plans") for Lessee Improvements are not attached hereto at improvements desired to be constructed by Lessee in the time Premises. Upon Lessor's approval of execution of this Leasesuch plans and working drawings, Lessee shall proceed diligently to complete the Lessee Improvements in accordance with the approved plans and working drawings. b. Lessee shall obtain such governmental permits and/or licenses as are required by applicable laws to enable Lessee legally to construct the Lessee Improvements and to conduct its business for the uses permitted hereunder from the Premises. Lessee shall, at Lessee's expense, initiate, diligently pursue and use its best efforts to obtain each permit and/or license. c. Lessee's contractor shall provide such Plans evidence of California contractor's license, certificate of insurance, labor and material releases as appropriate, and shall provide opportunity to Lessor within thirty (30) days prior to post a notice of nonresponsibility of Lessor as required pursuant to the date any such Lessee Improvements are to be commenced pursuant to this terms of the Lease. Upon receipt of such Plans, Lessor shall have ten (10) days in which to either approve such Plans or provide Lessee with Lessor's objections and comments. If Lessor objects to such Plans, Lessee shall promptly make necessary changes hold Lessor free and provide harmless and shall indemnify and defend Lessor with such revised Plans within twenty (20) business days after receipt from and against any mechanic's liens or lawsuits from any subcontractors, material suppliers, contractors, or others relating to or arising out of Lessor's objections the planning and comments. In the event Lessor and Lessee approve the Plans, Lessee shall promptly undertake the construction of the Lessee Improvements and diligently pursue to completion such Lessee Improvements. (c) In the event the Plans for d. All costs incurred in constructing the Lessee Improvements have not been completed and approved by both Lessor and Lessee by the close of business on October 1, 2002, this Lease, at the option of either Lessor or Lessee by written notice to the other, may be terminated and upon the delivery of such notice, neither Lessor nor Lessee shall have any furth rights or obligations hereunder; provided, however, any such termination notice must be receivJ by either Lessor or Lessee by no later than November 1, 2002 in order to be effective. (d) The construction excess of the Lessee Improvements shall be in compliance with all applicable laws including, but not limited to, building codes, zoning regulations, compliance with the Americans with Disabilities Act and any other federal, state or local laws (the "Applicable Laws") and Improvement Allowance shall be the sole responsibility of Lessee. Incidental to Lessee's obligation to comply with the terms and conditions set forth in this Exhibit D, Lessor and Lessee do hereby agree as follows: (i) Any changes or modifications Lessee desires to make to the Plans shall be subject to Lessor's prior written approval; (ii) Lessee agrees that its contractors will perform and provide the work and materials to construct the Lessee Improvements in accordance and compliance with all Applicable Laws; and (iii) Upon completion of the Lessee Improvements and within five (5) business days after demand by Lessor, Lessee shall deliver to Lessor (x) final releases of liens from contractors performing the work or providing the materials for the Lessee Improvements and from any lienors giving written notice as provided under Applicable Laws, (y) a final contractor's affidavit from the general contractor in accordance with Applicable Laws or customary practice, and (z) any supporting documentation regarding final completion and payment of the costs of the Lessee Improvements reasonably requested by Lessor. 2. Prior to commencement of any work on the Lessee Improvements, either Lessee or its contractor shall obtain the following insurance, at Lessee's own expense, with carriers admitted to do business in the state in which the Premises are located and holding a Best's Rating of A-6 or better: (a) Workers' Compensation and Employer's Liability Insurance - Statutory Workers' Compensation Insurance Employer's Liability Insurance with limits of $1,000,000 each accident, all employees, and disease. (b) Commercial General Liability Insurance (1986 ISO form or the equivalent) with minimum limits of: Combined Single Limit Bodily Injury & Property Damage combined: $2,000,000 each occurrence $2,000,000 general aggregate-each project and/or location (c) Business Automobile Liability Insurance with limits of: Single Limit Bodily Injury & Property Damage combined: $1,000,000 each accident This insurance should cover all owned, non-owned or hired automobiles to be used in furtherance of work. (d) Builder's Risk on the cost of the Lessee Improvements. Certificates of Insurance evidencing the above coverages shall be submitted to and approved by Lessor prior to commencement of work on the Lessee Improvements. (a) Lessee shall keep the Premises and the Building free from any liens arising out of any work performed, materials furnished, or obligations incurred by or on behalf of Lessee. Should any claim of lien or other lien be filed against the Premises or the Building by reason of any act or omission of Lessee or any of Lessee's agents, employees, contractors or representatives, then Lessee shall cause the same to be canceled and discharged of record by bond or otherwise within thirty (30) days after the filing thereof. Should Lessee fail to discharge such lien within such thirty (30) day period, then Lessor may discharge the same, in which event Lessee shall reimburse Lessor, on demand, as additional rent, for the amount of the lien or the amount of the bond, if greater, plus all administrative costs incurred by Lessor and interest at the maximum rate permitted by law in connection therewith. The remedies provided herein shall be in addition to all other remedies available to Lessor under this Lease or otherwise. Lessee shall have no power to do any act or make any contract that may create or be the foundation of any lien, mortgage or other encumbrance upon the reversionary or other estate of Lessor, or any interest of Lessor in the Premises or the Building. NO CONSTRUCTION LIENS OR OTHER LIENS FOR ANY LABOR, SERVICES OR MATERIALS FURNISHED TO THE PREMISES SHALL ATTACH TO OR AFFECT THE INTEREST OF LESSOR IN AND TO THE PREMISES OR THE BUILDING. (b) Lessee and its contractor agree to defend, indemnify and hold harmless Lessor from all loss, liability, claims and expense, including, but not limited to, reasonable attorneys' fees, arising from property damage or bodily injury, including, but not limited to, death to any person or persons, caused in whole or in part by the negligence or misconduct of Lessee or its contractor or their agents, employees or subcontractors, except to the extent that any of such is caused by the gross negligence or willful misconduct of Lessor. Lessee shall provide to the Lessor the Lessee contractor's agreement to so defend, indemnify and hold harmless the Lessor. 4. Provided that Lessee has (a) completed the Lessee Improvements and occupied the Premises, (b) complied with the terms and conditions set forth in the Lease and the construction of Lessee Improvements is in accordance with the Plans and in compliance with Applicable Laws, and (c) provided Lessor with (i) a copy of all bills or invoices and lien waivers, with respect to all of the Lessee Improvements, and (ii) a copy of a Certificate of Occupancy or other appropriate document acceptable to Lessor, then, upon the occurrence of all of such events, Lessor shall pay to Lessee an amount of up to but not in excess of $10.00 per rentable square foot in the Premises (the "Lessee's Allowance"). However, in the event Lessee does not spend $10.00 per rentable square foot or more on the Lessee Improvements, any of the Lessee's Allowance not used by Lessee shall be forfeited and not payable by Lessor. All costs of the Lessee Improvements in excess of $10.00 per rentable square foot shall be paid by Lessee and Lessee. Upon payment of the Improvement Allowance, Lessor shall have no liability with respect thereto. During construction be deemed to be the owner of the Lessee Improvements, Lessor, or its designated representative, shall have the right to inspect construction of the Lessee Improvements; and Lessee understands and agrees that any inspection by Lessor or its designated representatives shall not impose upon Lessor any liability or responsibility with respect to whether or not such all Lessee Improvements have been constructed in accordance with the Plans or Applicable Laws. 5. Notwithstanding any provision installed in the Lease to the contrary, Lessor and Lessee specifically agree that (i) Premises by Lessee, provided it has obtained the insurance coverages set forth in paragraph 2. above, shall have access to the Premises in order for Lessee or its contractor to commence the Lessee Improvements, and (ii) Rent shall commence on October 1, 2002.

Lessee Improvements. (a) Lessee agrees to construct those certain interior improvements to the Premises which are set forth in that certain space plan to be prepared by ▇▇▇▇▇▇ and Company Architects, to be mutually agreed upon by Lessor and Lessee agree that the Lessee Improvements described in subparagraph (b) below not later than August 1, 1999, [“/s/WAB”] and to be attached hereto as Exhibit “B” (the "Lessee “Improvements") ”). Lessor shall be completed by Lessee on or before October 1, 2002. (b) If have the right to approve the building plans and specifications for the Improvements prior to commencement of construction, which approval shall not be unreasonably delayed or withheld. Lessor’s agent, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Inc., shall provide construction management services for the construction of the Improvements for a fee equal to three percent of the construction costs attributed only to the Construction Allowance actually used by Lessee, but in no event shall the construction management fee be less than $[…***…]. Said construction fee shall be deducted from the Construction Allowance or paid directly by Lessee if Lessee fund’s its own improvements. Lessor and Lessee estimate that the cost of said Improvements will be approximately $[…***…] (collectively the "Plans") “Construction Allowance”), of which sum $[…***…] shall be used to construct improvements to the second floor of the Premises. At the request of Lessee, which request shall be made prior to the commencement of construction, Lessor agrees to advance to Lessee the Construction Allowance, or any portion thereof, toward the cost of said construction. The Construction Allowance may be used for Lessee Improvements are not attached hereto at all costs associated with the time construction of execution of this Leasethe Improvements, including without limitation space planning, architectural and engineering fees, construction supervision fees, and building permits, Lessee shall have the right to negotiate a general conditions and fee proposal with a general contractor of Lessee’s selection, subject to Lessor’s reasonable approval. Said proposal may include building assessment, due diligence review, budgeting, value engineering and scheduling. Lessee shall have the right to utilize a design build approach for the mechanical, electrical, plumbing, fire sprinkler and fire alarm systems. Lessee and its general contractor will competitively bid all subcontractors’ work in developing a construction budget. Selection of final subcontractors shall be subject to the reasonable approval of Lessor. Lessee shall be solely responsible for all costs of said Improvements in excess of $[…***…]. Lessee shall complete construction of said improvements to the Premises not later than February 1, 2000 [“/s/WAB”] (the date the Improvements are actually completed, whether such date is before or after October 15, 1996, shall be referred to herein as the “Construction Completion Date”). Any portion of said Construction Allowance which has not been expended, or committed to be expended, by the Construction Completion Date shall not carry over thereafter and shall no longer be available for improvements to the Premises. The actual amount of the Construction Allowance shall be the lesser of $[…***…] or such sum as has been expended, or committed to be expended, on the Construction Completion Date. In the event Lessee, elects to use all or any portion of the Construction Allowance, Lessee shall reimburse Lessor therefor in equal monthly installments over a period of ten (10) years, with interest at the rate of ten percent (10%) per annum, compounded annually, payable monthly at the same time as Base Rent is payable hereunder. In addition, in the event Lessee shall elect to use all or any portion of the Construction Allowance, prior to the Commencement Date, Lessee shall deliver to Lessor, as addition security for Lessee’s obligations under the Lease, a letter of credit (the “Letter of Credit”), from a financial institution and in a form reasonably satisfactory to Lessor, in the principal amount of the Construction Allowance, or less lesser amount as is equal to that portion of the Construction Allowance utilized by Lessee. The Letter of Credit shall be in full force and effect for the first four (4) years of the Lease Term. The Letter of Credit shall provide such Plans that Lessor may draw upon the Letter of Credit by written demand to the issuer thereof, executed by an officer of Lessor, stating that Lessee is in breach of the Lease and identifying the amount to be drawn thereon in order to compensate Lessor for damages it has sustained as a result of said breach. In the event Lessor shall at any time sell or otherwise transfer the Premises, Lessee shall be obligated to obtain a replacement Letter of Credit in the name of the transferee within thirty (30) days prior to the date any such Lessee Improvements are to be commenced pursuant to this Lease. Upon receipt of such Plans, Lessor shall have ten (10) days in which to either approve such Plans or provide Lessee with Lessor's objections and comments. If Lessor objects to such Plans, Lessee shall promptly make necessary changes and provide Lessor with such revised Plans within twenty (20) business days after receipt of Lessor's objections and comments. In the event Lessor and Lessee approve the Plans, Lessee shall promptly undertake the construction of the Lessee Improvements and diligently pursue to completion such Lessee Improvements. (c) In the event the Plans for the Lessee Improvements have not been completed and approved by both Lessor and Lessee by the close of business on October 1, 2002, this Lease, at the option of either Lessor or Lessee by written notice to the other, may be terminated and upon the delivery of such notice, neither Lessor nor Lessee shall have any furth rights or obligations hereunder; provided, however, any such termination notice must be receivJ by either Lessor or Lessee by no later than November 1, 2002 in order to be effective. (d) The construction of the Lessee Improvements shall be in compliance with all applicable laws including, but not limited to, building codes, zoning regulations, compliance with the Americans with Disabilities Act and any other federal, state or local laws (the "Applicable Laws") and shall be the sole responsibility of Lessee. Incidental to Lessee's obligation to comply with the terms and conditions set forth in this Exhibit D, Lessor and Lessee do hereby agree as follows: (i) Any changes or modifications Lessee desires to make to the Plans shall be subject to Lessor's prior written approval; (ii) Lessee agrees that its contractors will perform and provide the work and materials to construct the Lessee Improvements in accordance and compliance with all Applicable Laws; and (iii) Upon completion of the Lessee Improvements and within five (5) business days after demand by Lessor, Lessee shall deliver to Lessor (x) final releases of liens from contractors performing the work or providing the materials for the Lessee Improvements and from any lienors giving written notice as provided under Applicable Laws, (y) a final contractor's affidavit from the general contractor in accordance with Applicable Laws or customary practice, and (z) any supporting documentation regarding final completion and payment of the costs of the Lessee Improvements reasonably requested therefor by Lessor. 2. Prior to commencement of any work on the Lessee Improvements, either Lessee or its contractor shall obtain the following insurance, at Lessee's own expense, with carriers admitted to do business in the state in which the Premises are located and holding a Best's Rating of A-6 or better: (a) Workers' Compensation and Employer's Liability Insurance - Statutory Workers' Compensation Insurance Employer's Liability Insurance with limits of $1,000,000 each accident, all employees, and disease. (b) Commercial General Liability Insurance (1986 ISO form or the equivalent) with minimum limits of: Combined Single Limit Bodily Injury & Property Damage combined: $2,000,000 each occurrence $2,000,000 general aggregate-each project and/or location (c) Business Automobile Liability Insurance with limits of: Single Limit Bodily Injury & Property Damage combined: $1,000,000 each accident This insurance should cover all owned, non-owned or hired automobiles to be used in furtherance of work. (d) Builder's Risk on the cost of the Lessee Improvements. Certificates of Insurance evidencing the above coverages shall be submitted to and approved by Lessor prior to commencement of work on the Lessee Improvements. (a) Lessee shall keep the Premises and the Building free from any liens arising out of any work performed, materials furnished, or obligations incurred by or on behalf of Lessee. Should any claim of lien or other lien be filed against the Premises or the Building by reason of any act or omission of Lessee or any of Lessee's agents, employees, contractors or representatives, then Lessee shall cause the same to be canceled and discharged of record by bond or otherwise within thirty (30) days after the filing thereof. Should Lessee fail to discharge such lien within such thirty (30) day period, then Lessor may discharge the same, in which event Lessee shall reimburse Lessor, on demand, as additional rent, for the amount of the lien or the amount of the bond, if greater, plus all administrative costs incurred by Lessor and interest at the maximum rate permitted by law in connection therewith. The remedies provided herein shall be in addition to all other remedies available to Lessor under this Lease or otherwise. Lessee shall have no power to do any act or make any contract that may create or be the foundation of any lien, mortgage or other encumbrance upon the reversionary or other estate of Lessor, or any interest of Lessor in the Premises or the Building. NO CONSTRUCTION LIENS OR OTHER LIENS FOR ANY LABOR, SERVICES OR MATERIALS FURNISHED TO THE PREMISES SHALL ATTACH TO OR AFFECT THE INTEREST OF LESSOR IN AND TO THE PREMISES OR THE BUILDING. (b) Lessee and its contractor agree to defend, indemnify and hold harmless Lessor from all loss, liability, claims and expense, including, but not limited to, reasonable attorneys' fees, arising from property damage or bodily injury, including, but not limited to, death to any person or persons, caused in whole or in part by the negligence or misconduct of Lessee or its contractor or their agents, employees or subcontractors, except to the extent that any of such is caused by the gross negligence or willful misconduct of Lessor. Lessee shall provide to the Lessor the Lessee contractor's agreement to so defend, indemnify and hold harmless the Lessor. 4. Provided that Lessee has (a) completed the Lessee Improvements and occupied the Premises, (b) complied with the terms and conditions set forth in the Lease and the construction of Lessee Improvements is in accordance with the Plans and in compliance with Applicable Laws, and (c) provided Lessor with (i) a copy of all bills or invoices and lien waivers, with respect to all of the Lessee Improvements, and (ii) a copy of a Certificate of Occupancy or other appropriate document acceptable to Lessor, then, upon the occurrence of all of such events, Lessor shall pay to Lessee an amount of up to but not in excess of $10.00 per rentable square foot in the Premises (the "Lessee's Allowance"). However, in the event Lessee does not spend $10.00 per rentable square foot or more on the Lessee Improvements, any of the Lessee's Allowance not used by Lessee shall be forfeited and not payable by Lessor. All costs of the Lessee Improvements in excess of $10.00 per rentable square foot shall be paid by Lessee and Lessor shall have no liability with respect thereto. During construction of the Lessee Improvements, Lessor, or its designated representative, shall have the right to inspect construction of the Lessee Improvements; and Lessee understands and agrees that any inspection by Lessor or its designated representatives shall not impose upon Lessor any liability or responsibility with respect to whether or not such Lessee Improvements have been constructed in accordance with the Plans or Applicable Laws. 5. Notwithstanding any provision in the Lease to the contrary, Lessor and Lessee specifically agree that (i) Lessee, provided it has obtained the insurance coverages set forth in paragraph 2. above, shall have access to the Premises in order for Lessee or its contractor to commence the Lessee Improvements, and (ii) Rent shall commence on October 1, 2002.

Lessee Improvements. (a) Lessor Lessee shall prepare final plans and Lessee agree that specifications for construction of the Lessee Improvements described in subparagraph desired by Lessee and shall deliver to Lessor by July 1, 1999, two (b2) below copies of such plans and specifications and the names of two proposed contractors to construct the Lessee Improvements for Lessor approval. Lessor will promptly either approve of the plans and specifications and the contractors, or communicate its objections, and if Lessor has objections, the Lessor will work diligently with Lessee to resolve any objections such that approval of the plans and specifications and names of contractors is given within fifteen (15) days of receipt. Lessor shall be deemed to have approved the plans and specifications and the contractors unless Lessor shall have provided written notice to Lessee of Lessor's objections thereto within fourteen (14) days following the delivery thereof by Lessee to Lessor. The Lessor approved final plans and specifications for the Lessee Improvements are herein called the "Lessee ImprovementsImprovements Final Plans and Specifications") . All reasonable costs involved in approving, drafting and preparing the Lessee Improvements Final Plans and Specifications shall be completed charged against the Improvement Allowance described below. Lessor shall apply for building permits to construct the Lessee Improvements and will submit bid requests to the two contractors selected by Lessee on or before October 1, 2002. and the contractor for the Shell Building Improvements no later than two (b2) If plans and specifications (collectively days following approval of the "Plans") for Lessee Improvements are not attached hereto at the time of execution of this Lease, Lessee shall provide such Final Plans and Specifications. Contractors will be required to Lessor within submit their bids no later than thirty (30) days prior following receipt of the bid request. Lessee shall have fifteen (15) days from receipt of all bids to select the contractor for the Lessee Improvements. Except for immaterial field changes, modifications to the date any such Lessee Improvements are to Final Plans and Specifications must be commenced pursuant made and accepted only by written change order or agreement signed by Lessor and Lessee and will constitute an amendment to this Lease. Upon receipt of such Plans, Lessor shall have ten (10) days in which to either approve such Plans or provide Lessee with Lessor's objections and comments. If Lessor objects to such Plans, Lessee shall promptly make necessary be responsible for payment in advance of all work and construction resulting from changes and provide Lessor with such revised Plans within twenty (20) business days after receipt of Lessor's objections and comments. In the event Lessor and Lessee approve the Plans, Lessee shall promptly undertake the construction of in the Lessee Improvements Final Plans and diligently pursue Specifications requested by Lessee if the additional cost attributable to completion such Lessee Improvements. the changes exceed the Improvement Allowance by more than $3.00 as described in subparagraph (c) In below. The Lessee Improvements Final Plans and Specifications (when approved by Lessor and Lessee) are incorporated in this Lease by reference. For the event purpose of this Section, an "immaterial field change" shall mean such field changes which are required by any governmental authority or changes which (i) do not affect the Plans for size, configuration, structural integrity, quality, character, architectural appearance and standard of workmanship contemplated in the Lessee Improvements have not been completed Final Plans and approved by both Lessor and Lessee by the close of business on October 1Specifications, 2002, this Lease, at the option of either Lessor or Lessee by written notice to the other, may be terminated and upon the delivery of such notice, neither Lessor nor Lessee shall have any furth rights or obligations hereunder; provided, however, any such termination notice must be receivJ by either Lessor or Lessee by no later than November 1, 2002 in order to be effective. (d) The construction of the Lessee Improvements shall be in compliance with all applicable laws including, but not limited to, building codes, zoning regulations, compliance with the Americans with Disabilities Act and any other federal, state or local laws (the "Applicable Laws") and shall be the sole responsibility of Lessee. Incidental to Lessee's obligation to comply with the terms and conditions set forth in this Exhibit D, Lessor and Lessee do hereby agree as follows: (i) Any changes or modifications Lessee desires to make to the Plans shall be subject to Lessor's prior written approval; (ii) Lessee agrees that its contractors will perform and provide the work and materials not result in any default in any obligation to construct the Lessee Improvements in accordance and compliance with all Applicable Laws; any person or violation of any governmental requirements, and (iii) Upon completion of the Lessee Improvements and within five (5) business days after demand by Lessor, Lessee shall deliver to Lessor (x) final releases of liens from contractors performing the work or providing the materials for the Lessee Improvements and from any lienors giving written notice as provided under Applicable Laws, (y) a final contractor's affidavit from the general contractor in accordance with Applicable Laws or customary practice, and (z) any supporting documentation regarding final completion and payment of the costs of the Lessee Improvements reasonably requested by Lessor. 2. Prior to commencement of any work on the Lessee Improvements, either Lessee or its contractor shall obtain the following insurance, at Lessee's own expense, with carriers admitted to do business in the state in which the Premises are located and holding a Best's Rating of A-6 or better: (a) Workers' Compensation and Employer's Liability Insurance - Statutory Workers' Compensation Insurance Employer's Liability Insurance with limits of $1,000,000 each accident, all employees, and disease. (b) Commercial General Liability Insurance (1986 ISO form or the equivalent) with minimum limits of: Combined Single Limit Bodily Injury & Property Damage combined: $2,000,000 each occurrence $2,000,000 general aggregate-each project and/or location (c) Business Automobile Liability Insurance with limits of: Single Limit Bodily Injury & Property Damage combined: $1,000,000 each accident This insurance should cover all owned, non-owned or hired automobiles to be used in furtherance of work. (d) Builder's Risk on the cost of the Lessee Improvements. Certificates of Insurance evidencing the above coverages shall be submitted to and approved by Lessor prior to commencement of work on the Lessee Improvements. (a) Lessee shall keep the Premises and the Building free or reduction resulting from any liens arising out of any work performed, materials furnished, single field change or obligations incurred by or on behalf of Lessee. Should any claim of lien or other lien be filed against the Premises or the Building by reason of any act or omission of Lessee or any of Lessee's agents, employees, contractors or representatives, then Lessee shall cause the same to be canceled and discharged of record by bond or otherwise within thirty (30) days after the filing thereof. Should Lessee fail to discharge such lien within such thirty (30) day period, then Lessor may discharge the same, in which event Lessee shall reimburse Lessor, on demand, as additional rent, for the amount of the lien or the amount of the bond, if greater, plus all administrative costs incurred by Lessor and interest at the maximum rate permitted by law in connection therewith. The remedies provided herein shall be in addition to all other remedies available to Lessor under this Lease or otherwise. Lessee shall have no power to do any act or make any contract that may create or be the foundation of any lien, mortgage or other encumbrance upon the reversionary or other estate of Lessor, or any interest of Lessor in the Premises or the Building. NO CONSTRUCTION LIENS OR OTHER LIENS FOR ANY LABOR, SERVICES OR MATERIALS FURNISHED TO THE PREMISES SHALL ATTACH TO OR AFFECT THE INTEREST OF LESSOR IN AND TO THE PREMISES OR THE BUILDING. (b) Lessee and its contractor agree to defend, indemnify and hold harmless Lessor from all loss, liability, claims and expense, including, but not limited to, reasonable attorneys' fees, arising from property damage or bodily injury, including, but not limited to, death to any person or persons, caused in whole or in part by the negligence or misconduct of Lessee or its contractor or their agents, employees or subcontractors, except to the extent that any of such is caused by the gross negligence or willful misconduct of Lessor. Lessee shall provide to the Lessor the Lessee contractor's agreement to so defend, indemnify and hold harmless the Lessor. 4. Provided that Lessee has (a) completed the Lessee Improvements and occupied the Premises, (b) complied with the terms and conditions set forth in the Lease and the construction of Lessee Improvements is in accordance with the Plans and in compliance with Applicable Laws, and (c) provided Lessor with (i) a copy of all bills or invoices and lien waivers, with respect to all of the Lessee Improvements, and (ii) a copy of a Certificate of Occupancy or other appropriate document acceptable to Lessor, then, upon the occurrence of all of such events, Lessor shall pay to Lessee an amount of up to but not in excess of $10.00 per rentable square foot in the Premises (the "Lessee's Allowance"). However, in the event Lessee extra does not spend exceed $10.00 per rentable square foot or more on the Lessee Improvements, any of the Lessee's Allowance not used by Lessee shall be forfeited and not payable by Lessor. All costs of the Lessee Improvements in excess of $10.00 per rentable square foot shall be paid by Lessee and Lessor shall have no liability with respect thereto. During construction of the Lessee Improvements, Lessor, or its designated representative, shall have the right to inspect construction of the Lessee Improvements; and Lessee understands and agrees that any inspection by Lessor or its designated representatives shall not impose upon Lessor any liability or responsibility with respect to whether or not such Lessee Improvements have been constructed in accordance with the Plans or Applicable Laws5,000.00. 5. Notwithstanding any provision in the Lease to the contrary, Lessor and Lessee specifically agree that (i) Lessee, provided it has obtained the insurance coverages set forth in paragraph 2. above, shall have access to the Premises in order for Lessee or its contractor to commence the Lessee Improvements, and (ii) Rent shall commence on October 1, 2002.

Lessee Improvements. (a) Lessee, at its sole cost and expense, shall ------------------- alter and renovate the Demised Premises in a manner which Lessee deems necessary or desirable to adapt the same for the conduct of its business operations subject to Lessor's prior written consent and in a first class manner. Upon full execution of the Lease and initial approval of all construction costs by Lessee, Lessee shall make such Lessee Improvements at Lessee's sole cost and expense, other than Lessor's obligation to pay the Lessee Improvement Allowance under Paragraph 4 of this Rider to Lease. Lessor and Lessee agree that shall bid the Lessee Improvements described in subparagraph to at least three (b3) below (the "Lessee Improvements") shall be completed by Lessee on or before October 1, 2002. (b) If plans and specifications (collectively the "Plans") for Lessee Improvements are not attached hereto at the time of execution of this Lease, mutually acceptable general contractors. Lessee shall provide such Plans have the right to Lessor within thirty review all bid documents and bids as received. Within five (305) days prior to the date any such Lessee Improvements are to be commenced pursuant to this Lease. Upon of receipt of such Plans, bids Lessee shall accept or reject the bid and execute a Contract with an approved general contractor as soon as practicable. Lessor shall have ten (10) days in which agrees to either approve such Plans or provide the construction management of all Lessee with Improvements at Lessor's objections sole cost and commentsexpense. If Lessor objects to such Plans, Lessee shall promptly make necessary changes and provide Lessor with such revised Plans within twenty (20) business days after receipt of Lessor's objections and comments. In the event Lessor and Lessee approve the Plans, Lessee shall promptly undertake the construction of the be responsible for all costs related to Lessee Improvements above the Lessee's Improvement Allowance as hereinafter defined. Any cost and diligently pursue to completion such Lessee Improvements. (c) In the event the Plans for the Lessee Improvements have not been completed and approved by both Lessor and Lessee by the close expenses in excess of business on October 1, 2002, this Lease, at the option of either Lessor or Lessee by written notice to the other, may be terminated and upon the delivery of such notice, neither Lessor nor Lessee shall have any furth rights or obligations hereunder; provided, however, any such termination notice must be receivJ by either Lessor or Lessee by no later than November 1, 2002 in order to be effective. (d) The construction of the Lessee Improvements shall be in compliance with all applicable laws including, but not limited to, building codes, zoning regulations, compliance with the Americans with Disabilities Act and any other federal, state or local laws (the "Applicable Laws") and Lessee's Improvement Allowance shall be the sole responsibility of Lessee. Incidental to Lessee's obligation to comply with the terms Lessee and conditions set forth in this Exhibit D, Lessor and Lessee do hereby agree as follows: (i) Any changes or modifications Lessee desires to make to the Plans shall be subject payable to Lessor's prior written approval; (ii) Lessor upon demand. Lessor shall be responsible for ensuring that the general contractor constructs the Lessee agrees that its contractors will perform Improvements in compliance with all city and provide the work or county building codes. All necessary space planning, architectural, mechanical, electrical and materials plumbing drawings required to construct the Lessee Improvements, including stamped and sealed construction drawings by a licensed architect and all municipal approvals and permits related to Lessee Improvements (the "Plans") of the Demised Premises which may be required by Lessor shall be provided by Lessor at Lessor's cost and expense, not to exceed up to ten thousand dollars ($10,000.00). Any such costs and expenses in accordance and compliance with all Applicable Laws; and (iii) Upon completion excess of $10,000.00 shall be the sole responsibility of the Lessee Improvements and within five shall be payable in advance to or at the direction of Lessor. Lessee acknowledges that Lessor's role as construction manager shall be limited to overseeing the activities of Lessee's approved architect (5"Tenant's Architect") business days after demand and the local Lessee approved general contractor ("Lessee's General Contractor"). Lessee agrees to hold Lessor harmless from and against any and all claims made against Lessor in connection with the Plans, including any and all incidental or consequential damages or willful misconduct resulting from Lessor's actions or omissions, barring negligence or willful misconduct by Lessor. Lessor disclaims, and Lessee shall deliver to Lessor (x) final releases hereby accepts and acknowledges Lessor's disclaimer, of liens from contractors performing any adequacy of the work or providing Plans for Lessee's intended use of the materials for Demised Premises and the Lessee Improvements and from any lienors giving written notice as provided under Applicable Laws, (y) a final contractor's affidavit from construction of the general contractor Demised Premises in accordance with Applicable Laws or customary practice, and (z) any supporting documentation regarding final completion and payment of the costs of Plans. Lessee acknowledge that it has thoroughly investigated the Lessee Improvements reasonably requested by Lessor. 2. Prior to commencement of any work on the Lessee Improvements, either Lessee or its contractor shall obtain the following insurance, at Lessee's own expense, with carriers admitted to do business in the state in which the Premises are located and holding a Best's Rating of A-6 or better: (a) Workers' Compensation and Employer's Liability Insurance - Statutory Workers' Compensation Insurance Employer's Liability Insurance with limits of $1,000,000 each accident, all employees, and disease. (b) Commercial General Liability Insurance (1986 ISO form or the equivalent) with minimum limits of: Combined Single Limit Bodily Injury & Property Damage combined: $2,000,000 each occurrence $2,000,000 general aggregate-each project and/or location (c) Business Automobile Liability Insurance with limits of: Single Limit Bodily Injury & Property Damage combined: $1,000,000 each accident This insurance should cover all owned, non-owned or hired automobiles to be used in furtherance of work. (d) Builder's Risk on the cost of the Lessee Improvements. Certificates of Insurance evidencing the above coverages shall be submitted to and approved by Lessor prior to commencement of work on the Lessee Improvements. (a) Lessee shall keep the Demised Premises and the Building free from any liens arising out of any work performed, materials furnished, or obligations incurred by or on behalf of Lessee. Should any claim of lien or other lien and has found them to be filed against acceptable "AS IS" and Lessee shall require no changes to the Premises Demised Premised or the Building other than as may be detailed by reason of any act or omission of Lessee or any of Lessee's agents, employees, contractors or representatives, then Lessee shall cause the same to be canceled and discharged of record by bond or otherwise within thirty (30) days after the filing thereof. Should Lessee fail to discharge such lien within such thirty (30) day period, then Lessor may discharge the same, in which event Lessee shall reimburse Lessor, on demand, as additional rent, for the amount of the lien or the amount of the bond, if greater, plus all administrative costs incurred by Lessor and interest at the maximum rate permitted by law in connection therewith. The remedies provided herein shall be in addition to all other remedies available to Lessor under this Lease or otherwise. Lessee shall have no power to do any act or make any contract that may create or be the foundation of any lien, mortgage or other encumbrance upon the reversionary or other estate of Lessor, or any interest of Lessor in the Premises or the Building. NO CONSTRUCTION LIENS OR OTHER LIENS FOR ANY LABOR, SERVICES OR MATERIALS FURNISHED TO THE PREMISES SHALL ATTACH TO OR AFFECT THE INTEREST OF LESSOR IN AND TO THE PREMISES OR THE BUILDING. (b) Lessee and its contractor agree to defend, indemnify and hold harmless Lessor from all loss, liability, claims and expense, including, but not limited to, reasonable attorneys' fees, arising from property damage or bodily injury, including, but not limited to, death to any person or persons, caused in whole or in part by the negligence or misconduct of Lessee or its contractor or their agents, employees or subcontractors, except to the extent that any of such is caused by the gross negligence or willful misconduct of Lessor. Lessee shall provide to the Lessor the Lessee contractor's agreement to so defend, indemnify and hold harmless the Lessor. 4. Provided that Lessee has (a) completed the Lessee Improvements and occupied the Premises, (b) complied with the terms and conditions set forth in the Lease and the construction of Lessee Improvements is in accordance with the Plans and in compliance with Applicable Laws, and (c) provided Lessor with (i) a copy of all bills or invoices and lien waivers, with respect to all of the Lessee Improvements, and (ii) a copy of a Certificate of Occupancy or other appropriate document acceptable to Lessor, then, upon the occurrence of all of such events, Lessor shall pay to Lessee an amount of up to but not in excess of $10.00 per rentable square foot in the Premises (the "Lessee's Allowance"). However, in the event Lessee does not spend $10.00 per rentable square foot or more on the Lessee Improvements, any of the Lessee's Allowance not used by Lessee shall be forfeited and not payable by Lessor. All costs of the Lessee Improvements in excess of $10.00 per rentable square foot shall be paid by Lessee and Lessor shall have no liability with respect thereto. During construction of the Lessee Improvements, Lessor, or its designated representative, shall have the right to inspect construction of the Lessee Improvements; and Lessee understands and agrees that any inspection by Lessor or its designated representatives shall not impose upon Lessor any liability or responsibility with respect to whether or not such Lessee Improvements have been constructed in accordance with the Plans or Applicable LawsLessor's Work. 5. Notwithstanding any provision in the Lease to the contrary, Lessor and Lessee specifically agree that (i) Lessee, provided it has obtained the insurance coverages set forth in paragraph 2. above, shall have access to the Premises in order for Lessee or its contractor to commence the Lessee Improvements, and (ii) Rent shall commence on October 1, 2002.

Lessee Improvements. (a) Lessor and Lessee agree that the Lessee Improvements described in subparagraph (b) below (the "Lessee Improvements") shall be completed by Lessee on or before October 1, 2002. (b) If LESSEE has submitted to LESSOR a set of plans and specifications (collectively the "Plans") for Lessee Improvements are not attached hereto at the time of execution of this Lease, Lessee shall provide such Plans to Lessor within thirty (30) days prior to the date any such Lessee Improvements are to be commenced pursuant to this Lease. Upon receipt of such Plans, Lessor shall have ten (10) days in which to either approve such Plans or provide Lessee with Lessor's objections and comments. If Lessor objects to such Plans, Lessee shall promptly make necessary changes and provide Lessor with such revised Plans within twenty (20) business days after receipt of Lessor's objections and comments. In the event Lessor and Lessee approve the Plans, Lessee shall promptly undertake the construction of the Lessee Improvements and diligently pursue to completion such Lessee Improvements. (c) In the event the Plans for the Lessee Improvements have not been completed and approved by both Lessor and Lessee by the close of business on October 1, 2002, this Lease, at the option of either Lessor or Lessee by written notice to the other, may be terminated and upon the delivery of such notice, neither Lessor nor Lessee shall have any furth rights or obligations hereunder; provided, however, any such termination notice must be receivJ by either Lessor or Lessee by no later than November 1, 2002 in order to be effective. (d) The construction of the Lessee Improvements shall be in compliance with all applicable laws including, but not limited to, building codes, zoning regulations, compliance with the Americans with Disabilities Act and any other federal, state or local laws (the "Applicable Laws") and shall be the sole responsibility of Lessee. Incidental to Lessee's obligation to comply with the terms and conditions set forth in this Exhibit D, Lessor and Lessee do hereby agree as follows: (i) Any changes or modifications Lessee improvements which LESSEE desires to make to the Plans Leased Premises. LESSOR is currently reviewing said plans and specifications. LESSOR and LESSEE shall have until and including May 21, 1999, within which to agree, in writing, upon a set of plans and specifications for LESSEE'S improvements (herein the "LEASEHOLD IMPROVEMENTS") to the Leased Premises and the bid for the construction thereof. Such mutually acceptable plans and specifications for LESSEE'S improvements shall be subject referred to Lessor's prior written approval; (ii) Lessee agrees that its contractors will perform herein as the "LESSEES APPROVED PLANS" and provide the work mutually acceptable bid for the construction of the Leasehold Improvements shall be referred to herein as the "APPROVED BID". In the event the parties fail to agree, in writing, upon a set of plans and materials specifications for the Leasehold Improvements and the bid for the construction thereof by and including May 21, 1999, then this Lease shall automatically terminate as of 5:00p.m., Wichita, Kansas, time, on May 21, 1999, and the parties shall thereupon be relieved of their respective rights and obligations set forth in this Lease. In the event LESSOR and LESSEE agree, in writing, upon a set plans and specifications for the Leasehold Improvements and the bid for the construction thereof by and including May 21, 1999, then LESSOR shall execute a construction agreement pursuant to the Approved Bid and proceed to construct the Lessee Leasehold Improvements in accordance and compliance with all Applicable Laws; and (iii) Upon completion of the Lessee Improvements and within five (5) business days after demand by Lessor, Lessee shall deliver to Lessor (x) final releases of liens from contractors performing the work or providing the materials for the Lessee Improvements and from any lienors giving written notice as provided under Applicable Laws, (y) a final contractor's affidavit from the general contractor in accordance with Applicable Laws or customary practice, and (z) any supporting documentation regarding final completion and payment of the costs of the Lessee Improvements reasonably requested by Lessor. 2. Prior to commencement of any work on the Lessee Improvements, either Lessee or its contractor shall obtain the following insurance, at Lessee's own expense, with carriers admitted to do business in the state in which the Premises are located and holding a Best's Rating of A-6 or better: (a) Workers' Compensation and Employer's Liability Insurance - Statutory Workers' Compensation Insurance Employer's Liability Insurance with limits of $1,000,000 each accident, all employees, and disease. (b) Commercial General Liability Insurance (1986 ISO form or the equivalent) with minimum limits of: Combined Single Limit Bodily Injury & Property Damage combined: $2,000,000 each occurrence $2,000,000 general aggregate-each project and/or location (c) Business Automobile Liability Insurance with limits of: Single Limit Bodily Injury & Property Damage combined: $1,000,000 each accident This insurance should cover all owned, non-owned or hired automobiles to be used in furtherance of work. (d) Builder's Risk on the cost of the Lessee Improvements. Certificates of Insurance evidencing the above coverages shall be submitted to and approved by Lessor prior to commencement of work on the Lessee Improvements. (a) Lessee shall keep the Premises and the Building free from any liens arising out of any work performed, materials furnished, or obligations incurred by or on behalf of Lessee. Should any claim of lien or other lien be filed against the Premises or the Building by reason of any act or omission of Lessee or any of Lessee's agents, employees, contractors or representatives, then Lessee shall cause the same to be canceled and discharged of record by bond or otherwise within thirty (30) days after the filing thereof. Should Lessee fail to discharge such lien within such thirty (30) day period, then Lessor may discharge the same, in which event Lessee shall reimburse Lessor, on demand, as additional rent, for the amount of the lien or the amount of the bond, if greater, plus all administrative costs incurred by Lessor and interest at the maximum rate permitted by law in connection therewith. The remedies provided herein shall be in addition to all other remedies available to Lessor under this Lease or otherwise. Lessee shall have no power to do any act or make any contract that may create or be the foundation of any lien, mortgage or other encumbrance upon the reversionary or other estate of Lessor, or any interest of Lessor in the Premises or the Building. NO CONSTRUCTION LIENS OR OTHER LIENS FOR ANY LABOR, SERVICES OR MATERIALS FURNISHED TO THE PREMISES SHALL ATTACH TO OR AFFECT THE INTEREST OF LESSOR IN AND TO THE PREMISES OR THE BUILDING. (b) Lessee and its contractor agree to defend, indemnify and hold harmless Lessor from all loss, liability, claims and expense, including, but not limited to, reasonable attorneys' fees, arising from property damage or bodily injury, including, but not limited to, death to any person or persons, caused in whole or in part by the negligence or misconduct of Lessee or its contractor or their agents, employees or subcontractors, except to the extent that any of such is caused by the gross negligence or willful misconduct of Lessor. Lessee shall provide to the Lessor the Lessee contractor's agreement to so defend, indemnify and hold harmless the Lessor. 4. Provided that Lessee has (a) completed the Lessee Improvements and occupied the Premises, (b) complied with the terms and conditions set forth in the Lease and the construction of Lessee Improvements is in accordance with the Plans and in compliance with Applicable Laws, and LESSEE'S Approved Plans. LESSOR shall pay for the cost of constructing the Leasehold Improvements up to a maximum amount of $200,000 (cherein the "CONSTRUCTION COST CAP"). LESSEE shall pay the cost of constructing the Leasehold Improvements to the extent such cost exceeds $200,000. One-half (1/2) provided Lessor with (i) a copy of all bills or invoices and lien waivers, with respect to all of the Lessee Improvements, cost of constructing the demising wall between the Leased Premises and (ii) a copy of a Certificate of Occupancy or other appropriate document acceptable to Lessor, then, upon the occurrence of all of such events, Lessor adjacent space shall be charged against the Construction Cost Cap. LESSEE shall pay to Lessee an amount of up to but not in excess of $10.00 per rentable square foot in LESSOR, at the Premises time LESSOR'S Work and the Leasehold Improvements are substantially complete, the amounts, if any, by which the sum of: (the "Lessee's Allowance"). However, in the event Lessee does not spend $10.00 per rentable square foot or more on the Lessee Improvements, any a) one-half (1/2) of the Lessee's Allowance not used by Lessee shall be forfeited cost of constructing the demising wall between the Leased Premises and not payable by Lessor. All costs of the Lessee Improvements in excess of $10.00 per rentable square foot shall be paid by Lessee and Lessor shall have no liability with respect thereto. During construction of the Lessee Improvements, Lessor, or its designated representative, shall have the right to inspect construction of the Lessee Improvementsadjacent space; and Lessee understands and agrees that any inspection by Lessor or its designated representatives shall not impose upon Lessor any liability or responsibility with respect to whether or not such Lessee (b) the cost of constructing the Leasehold Improvements have been constructed in accordance with exceeds the Plans or Applicable LawsConstruction Cost Cap. 5. Notwithstanding any provision in the Lease to the contrary, Lessor and Lessee specifically agree that (i) Lessee, provided it has obtained the insurance coverages set forth in paragraph 2. above, shall have access to the Premises in order for Lessee or its contractor to commence the Lessee Improvements, and (ii) Rent shall commence on October 1, 2002.

Lessee Improvements. (a) Lessee shall not make or allow to be made any alterations, physical additions or improvements in or to the Leased Premises without first obtaining the written consent of Lessor, which consent may be denied in the sole and absolute discretion of Lessor. Any alterations, physical additions or improvements to the Leased Premises made by or installed by either party hereto shall remain upon and be surrendered with the Leased Premises and become the property of Lessor and Lessee agree that upon the Lessee Improvements described in subparagraph (b) below (the "Lessee Improvements") shall be completed by Lessee on expiration or before October 1, 2002. (b) If plans and specifications (collectively the "Plans") for Lessee Improvements are not attached hereto at the time of execution earlier termination of this Lease, Lessee shall provide such Plans Lease without credit to Lessor within thirty (30) days prior to the date any such Lessee Improvements are to be commenced pursuant to this Lease. Upon receipt of such Plans, Lessor shall have ten (10) days in which to either approve such Plans or provide Lessee with Lessor's objections and comments. If Lessor objects to such Plans, Lessee shall promptly make necessary changes and provide Lessor with such revised Plans within twenty (20) business days after receipt of Lessor's objections and comments. In the event Lessor and Lessee approve the Plans, Lessee shall promptly undertake the construction of the Lessee Improvements and diligently pursue to completion such Lessee Improvements. (c) In the event the Plans for the Lessee Improvements have not been completed and approved by both Lessor and Lessee by the close of business on October 1, 2002, this Lease, at the option of either Lessor or Lessee by written notice to the other, may be terminated and upon the delivery of such notice, neither Lessor nor Lessee shall have any furth rights or obligations hereunderLessee; provided, however, Lessor, at its option, may require Lessee to remove any such termination notice must be receivJ by either Lessor physical improvements or Lessee by no later than November 1, 2002 additions and/or repair any alterations in order to restore the Leased Premises to the condition existing at the time Lessee took possession, all costs of removal and/or alterations to be effective. (d) The construction borne by Lessee. This clause shall not apply to moveable equipment, furniture or moveable trade fixtures owned by Lessee, which may be removed by Lessee at the end of the term of this Lease if Lessee Improvements shall be is not then in compliance with all applicable laws including, but default and if such equipment and furniture are not limited to, building codes, zoning regulations, compliance with the Americans with Disabilities Act and then subject to any other federalrights, state or local laws (the "Applicable Laws") liens and shall be the sole responsibility interests of LesseeLessor. Incidental to Lessee's obligation to comply with the terms and conditions set forth in this Exhibit D, Lessor and Lessee do hereby agree as follows: (i) Any changes or modifications Lessee desires to make to the Plans shall be subject to Lessor's prior written approval; (ii) Lessee agrees that its contractors will perform and provide the work and materials to construct the Lessee Improvements in accordance and compliance with all Applicable Laws; and (iii) Upon completion of the Lessee Improvements and within five (5) business days after demand by Lessor, Lessee shall deliver have no authority or power, express or implied, to Lessor (x) final releases of liens from contractors performing the work create or providing the materials for the Lessee Improvements and from cause any lienors giving written notice as provided under Applicable Lawsmechanic's or materialmen's lien, (y) a final contractor's affidavit from the general contractor in accordance with Applicable Laws charge or customary practice, and (z) any supporting documentation regarding final completion and payment of the costs of the Lessee Improvements reasonably requested by Lessor. 2. Prior to commencement encumbrance of any work on kind against the Lessee ImprovementsLeased Premises, either Lessee the Property or its contractor shall obtain the following insurance, at Lessee's own expense, with carriers admitted to do business in the state in which the Premises are located and holding a Best's Rating of A-6 or better: (a) Workers' Compensation and Employer's Liability Insurance - Statutory Workers' Compensation Insurance Employer's Liability Insurance with limits of $1,000,000 each accident, all employees, and disease. (b) Commercial General Liability Insurance (1986 ISO form or the equivalent) with minimum limits of: Combined Single Limit Bodily Injury & Property Damage combined: $2,000,000 each occurrence $2,000,000 general aggregate-each project and/or location (c) Business Automobile Liability Insurance with limits of: Single Limit Bodily Injury & Property Damage combined: $1,000,000 each accident This insurance should cover all owned, non-owned or hired automobiles to be used in furtherance of work. (d) Builder's Risk on the cost of the Lessee Improvementsany portion thereof. Certificates of Insurance evidencing the above coverages shall be submitted to and approved by Lessor prior to commencement of work on the Lessee Improvements. (a) Lessee shall keep the Premises and the Building free from promptly cause any such liens arising out of any work performed, materials furnished, or obligations incurred by or on behalf of Lessee. Should any claim of lien or other lien be filed against the Premises or the Building that have arisen by reason of any act work claimed to have been undertaken by or omission of through Lessee or any of Lessee's agents, employees, contractors or representatives, then Lessee shall cause the same to be canceled and discharged of record released by bond payment, bonding or otherwise within thirty (30) days after the filing thereofrequest by Lessor, and shall indemnify Lessor against losses arising out of any such claim (including, without limitation, legal fees and court costs). Should If Lessee fail fails to discharge timely take either such lien within such thirty (30) day periodaction, then Lessor may discharge the same, in which event Lessee shall reimburse Lessor, on demand, as additional rent, for the amount of pay the lien or the amount of the bond, if greater, plus all administrative costs incurred by Lessor and interest at the maximum rate permitted by law in connection therewith. The remedies provided herein shall be in addition to all other remedies available to Lessor under this Lease or otherwise. Lessee shall have no power to do any act or make any contract that may create or be the foundation of any lien, mortgage or other encumbrance upon the reversionary or other estate of Lessor, or any interest of Lessor in the Premises or the Building. NO CONSTRUCTION LIENS OR OTHER LIENS FOR ANY LABOR, SERVICES OR MATERIALS FURNISHED TO THE PREMISES SHALL ATTACH TO OR AFFECT THE INTEREST OF LESSOR IN AND TO THE PREMISES OR THE BUILDING. (b) Lessee and its contractor agree to defend, indemnify and hold harmless Lessor from all loss, liability, claims and expense, including, but not limited to, reasonable attorneys' fees, arising from property damage or bodily injury, including, but not limited to, death to any person or persons, caused in whole or in part by the negligence or misconduct of Lessee or its contractor or their agents, employees or subcontractors, except claim without inquiry as to the extent that any of such is caused by the gross negligence or willful misconduct of Lessor. Lessee shall provide to the Lessor the Lessee contractor's agreement to so defend, indemnify and hold harmless the Lessor. 4. Provided that Lessee has (a) completed the Lessee Improvements and occupied the Premises, (b) complied with the terms and conditions set forth in the Lease and the construction of Lessee Improvements is in accordance with the Plans and in compliance with Applicable Lawsvalidity thereof, and (c) provided Lessor with (i) a copy of all bills or invoices any amounts so paid, including expenses and lien waiversinterest, with respect to all of the Lessee Improvements, and (ii) a copy of a Certificate of Occupancy or other appropriate document acceptable to Lessor, then, upon the occurrence of all of such events, Lessor shall pay to Lessee an amount of up to but not in excess of $10.00 per rentable square foot in the Premises (the "Lessee's Allowance"). However, in the event Lessee does not spend $10.00 per rentable square foot or more on the Lessee Improvements, any of the Lessee's Allowance not used by Lessee shall be forfeited and not payable by Lessor. All costs of the Lessee Improvements in excess of $10.00 per rentable square foot shall be paid by Lessee to Lessor within ten (10) days after Lessor has delivered to Lessee an invoice therefor. Lessor approved alterations and Lessor modifications shall have no liability with respect thereto. During construction of the Lessee Improvements, be deemed to be included as original condition unless otherwise stated in Lessor, or its designated representative, shall have the right to inspect construction of the Lessee Improvements; and Lessee understands and agrees that any inspection by Lessor or its designated representatives shall not impose upon Lessor any liability or responsibility with respect to whether or not such Lessee Improvements have been constructed in accordance with the Plans or Applicable Laws's written consent. 5. Notwithstanding any provision in the Lease to the contrary, Lessor and Lessee specifically agree that (i) Lessee, provided it has obtained the insurance coverages set forth in paragraph 2. above, shall have access to the Premises in order for Lessee or its contractor to commence the Lessee Improvements, and (ii) Rent shall commence on October 1, 2002.

Lessee Improvements. (a) Lessor and Lessee agree that shall meet to discuss the design and construction of those improvements desired by Lessee Improvements described in subparagraph (b) below other than the Shell Building Improvements, such improvements including, but not being limited to, M.E.P. systems, computer flooring, interior walls, wall coverings, window treatments, and floor coverings (the "Lessee Improvements") ). Lessee shall be completed by Lessee on or before October 1, 2002. (b) If prepare preliminary plans and specifications (collectively for construction of the "Plans") for Lessee Improvements are not attached hereto at desired by Lessee and shall deliver two (2) copies of such plans and specifications to Lessor. All preliminary and final plans and specifications for the time of execution of this Lease, Lessee shall provide such Plans to Lessor within thirty (30) days prior to the date any such Lessee Improvements are shall be subject to Lessor's approval, which approval shall not be commenced pursuant to this Leaseunreasonably withheld or delayed; provided, however, in no event shall such approval constitute approval for accuracy, completeness, quality or effectiveness of design, compliance with applicable laws or otherwise. Upon After receipt of such Plansthe preliminary plans and specifications, Lessor shall have approve such plans and specifications or, within ten business (10) days after receipt thereof, deliver to Lessee in writing specific objections, together with its proposed solution to such problem and Lessee shall respond to said objections within ten (10) days in which to either approve such Plans or provide Lessee with Lessor's objections and comments. If Lessor objects to such Plans, Lessee shall promptly make necessary changes and provide Lessor with such revised Plans within twenty (20) business days after receipt of Lessor's objections and comments. In the event Lessor and Lessee approve the Plans, Lessee shall promptly undertake take Lessor's objections into consideration, such approval not to be unreasonably withheld, in redrafting the construction of plans and specifications. The foregoing process shall continue until the Lessee Improvements parties shall mutually agree upon the plans and diligently pursue to completion specifications; such Lessee Improvements. (c) In the event the Plans approved final plans and specifications for the Lessee Improvements have not been completed being herein called the "Lessee Improvements Final Plans and approved Specifications". All costs involved in approving, drafting and preparing the Lessee Improvements Final Plans and Specifications shall be charged against the Improvement Allowance described in Section 3.03 hereof. Except for immaterial field changes, modifications to the Lessee Improvements Final Plans and Specifications must be made and accepted only by both written change order or agreement signed by Lessor and Lessee by the close of business on October 1, 2002, and will constitute an amendment to this Lease, at the option of either Lessor or Lessee by written notice to the other, may be terminated and upon the delivery of such notice, neither Lessor nor . Lessee shall have any furth rights or obligations hereunder; provided, however, any such termination notice must be receivJ by either Lessor or Lessee by no later than November 1, 2002 responsible for payment in order to be effective. (d) The advance of all work and construction of resulting from changes in the Lessee Improvements shall be in compliance with all applicable laws including, but not limited to, building codes, zoning regulations, compliance with the Americans with Disabilities Act Final Plans and any other federal, state or local laws (the "Applicable Laws") and shall be the sole responsibility of Specifications requested by Lessee. Incidental to The Lessee's obligation to comply with the terms . Improvements Final Plans and conditions set forth Specifications (when approved by Lessor and Lessee) are incorporated in this Exhibit DLease by reference. For the purpose of this Section, Lessor and Lessee do hereby agree as follows: an "immaterial field change" shall mean such field changes which are required by any governmental authority or changes which (i) Any changes or modifications Lessee desires to make to do not affect the Plans shall be subject to Lessor's prior written approval; (ii) Lessee agrees that its contractors will perform size, configuration, structural integrity, quality, character, architectural appearance and provide the work and materials to construct standard of workmanship contemplated in the Lessee Improvements Final Plans and Specifications, !ii) will not result in accordance and compliance with all Applicable Laws; any default in any obligation to any person or violation of any governmental requirements, and (iii) Upon completion of the Lessee Improvements and within five (5) business days after demand by Lessor, Lessee shall deliver to Lessor (x) final releases of liens from contractors performing the work or providing the materials for the Lessee Improvements and from any lienors giving written notice as provided under Applicable Laws, (y) a final contractor's affidavit from the general contractor in accordance with Applicable Laws or customary practice, and (z) any supporting documentation regarding final completion and payment of the costs of the Lessee Improvements reasonably requested by Lessor. 2. Prior to commencement of any work on the Lessee Improvements, either Lessee or its contractor shall obtain the following insurance, at Lessee's own expense, with carriers admitted to do business in the state in which the Premises are located and holding a Best's Rating of A-6 or better: (a) Workers' Compensation and Employer's Liability Insurance - Statutory Workers' Compensation Insurance Employer's Liability Insurance with limits of $1,000,000 each accident, all employees, and disease. (b) Commercial General Liability Insurance (1986 ISO form or the equivalent) with minimum limits of: Combined Single Limit Bodily Injury & Property Damage combined: $2,000,000 each occurrence $2,000,000 general aggregate-each project and/or location (c) Business Automobile Liability Insurance with limits of: Single Limit Bodily Injury & Property Damage combined: $1,000,000 each accident This insurance should cover all owned, non-owned or hired automobiles to be used in furtherance of work. (d) Builder's Risk on the cost of the Lessee Improvements. Certificates of Insurance evidencing the above coverages shall be submitted to and approved by Lessor prior to commencement of work on the Lessee Improvements. (a) Lessee shall keep the Premises or reduction resulting from any single field change or extra does not exceed $10,000 and the Building free from any liens arising out of any work performed, materials furnished, or obligations incurred by or on behalf of Lessee. Should any claim of lien or other lien be filed against the Premises or the Building by reason of any act or omission of Lessee or any of Lessee's agents, employees, contractors or representatives, then Lessee shall cause the same to be canceled and discharged of record by bond or otherwise within thirty (30) days after the filing thereof. Should Lessee fail to discharge such lien within such thirty (30) day period, then Lessor may discharge the same, in which event Lessee shall reimburse Lessor, on demand, as additional rent, for the aggregate amount of the lien or the amount of the bond, if greater, plus all administrative costs incurred by Lessor such changes and interest at the maximum rate permitted by law in connection therewith. The remedies provided herein shall be in addition to all other remedies available to Lessor under this Lease or otherwise. Lessee shall have no power to do any act or make any contract that may create or be the foundation of any lien, mortgage or other encumbrance upon the reversionary or other estate of Lessor, or any interest of Lessor in the Premises or the Building. NO CONSTRUCTION LIENS OR OTHER LIENS FOR ANY LABOR, SERVICES OR MATERIALS FURNISHED TO THE PREMISES SHALL ATTACH TO OR AFFECT THE INTEREST OF LESSOR IN AND TO THE PREMISES OR THE BUILDING. (b) Lessee and its contractor agree to defend, indemnify and hold harmless Lessor from all loss, liability, claims and expense, including, but not limited to, reasonable attorneys' fees, arising from property damage or bodily injury, including, but not limited to, death to any person or persons, caused in whole or in part by the negligence or misconduct of Lessee or its contractor or their agents, employees or subcontractors, except to the extent that any of such is caused by the gross negligence or willful misconduct of Lessor. Lessee shall provide to the Lessor the Lessee contractor's agreement to so defend, indemnify and hold harmless the Lessor. 4. Provided that Lessee has (a) completed the Lessee Improvements and occupied the Premises, (b) complied with the terms and conditions set forth in the Lease and the construction of Lessee Improvements is in accordance with the Plans and in compliance with Applicable Laws, and (c) provided Lessor with (i) a copy of all bills or invoices and lien waivers, with respect to all of the Lessee Improvements, and (ii) a copy of a Certificate of Occupancy or other appropriate document acceptable to Lessor, then, upon the occurrence of all of such events, Lessor shall pay to Lessee an amount of up to but not in excess of $10.00 per rentable square foot in the Premises (the "Lessee's Allowance"). However, in the event Lessee extras does not spend exceed $10.00 per rentable square foot or more on the Lessee Improvements, any of the Lessee's Allowance not used by Lessee shall be forfeited and not payable by Lessor. All costs of the Lessee Improvements in excess of $10.00 per rentable square foot shall be paid by Lessee and Lessor shall have no liability with respect thereto. During construction of the Lessee Improvements, Lessor, or its designated representative, shall have the right to inspect construction of the Lessee Improvements; and Lessee understands and agrees that any inspection by Lessor or its designated representatives shall not impose upon Lessor any liability or responsibility with respect to whether or not such Lessee Improvements have been constructed in accordance with the Plans or Applicable Laws50,000. 5. Notwithstanding any provision in the Lease to the contrary, Lessor and Lessee specifically agree that (i) Lessee, provided it has obtained the insurance coverages set forth in paragraph 2. above, shall have access to the Premises in order for Lessee or its contractor to commence the Lessee Improvements, and (ii) Rent shall commence on October 1, 2002.

Lessee Improvements. (a) Lessor and Lessee agree that the Lessee Improvements described in subparagraph (b) below (the "Lessee Improvements") shall be completed by Lessee on or before October 1, 2002. (b) If plans and specifications (collectively the "Plans") for Lessee Improvements are not attached hereto at the time of execution of this Lease, Lessee shall provide such Plans a total allowance of up to Lessor within thirty $692,852.00 (30) days prior to the date any such Lessee Improvements are to be commenced pursuant to this Lease. Upon receipt of such Plans$34.00 per usable square foot initially leased by Lessee), Lessor shall have ten (10) days in which to either approve such Plans or provide Lessee with Lessor's objections and comments. If Lessor objects to such Plans( hereinafter "Improvement Allowance"), Lessee shall promptly make necessary changes and provide Lessor with such revised Plans within twenty (20) business days after receipt of Lessor's objections and comments. In the event Lessor and Lessee approve the Plans, Lessee shall promptly undertake the construction of the Lessee Improvements and diligently pursue to completion such Lessee Improvements. (c) In the event the Plans for the Lessee Improvements have not been completed and approved by both Lessor and Lessee by the close of business on October 1, 2002, this Lease, at the option of either Lessor or Lessee by written notice to the other, may be terminated and based upon the delivery of such notice, neither Lessor nor Lessee shall have any furth rights or obligations hereunder; provided, however, any such termination notice must be receivJ by either Lessor or Lessee by no later than November 1, 2002 in order to be effective. (d) The construction of the Lessee Improvements shall be in compliance with all applicable laws including, but not limited to, building codes, zoning regulations, compliance with the Americans with Disabilities Act and any other federal, state or local laws (the "Applicable Laws") and shall be the sole responsibility of Lessee. Incidental to Lessee's obligation to comply with the terms and conditions set forth in this Exhibit D, Lessor and Lessee do hereby agree as follows: (i) Any changes or modifications Lessee desires to make to the Plans shall be subject to Lessor's prior written approval; (ii) Lessee agrees that its contractors will perform and provide the work and materials to construct the Lessee Improvements in accordance and compliance with all Applicable Laws; and (iii) Upon completion of the Lessee Improvements and within five (5) business days after demand by Lessor, Lessee shall deliver to Lessor (x) final releases of liens from contractors performing the work or providing the materials for the Lessee Improvements and from any lienors giving written notice as provided under Applicable Laws, (y) a final contractor's affidavit from the general contractor in accordance with Applicable Laws or customary practice, and (z) any supporting documentation regarding final completion and payment of the costs of the Lessee Improvements reasonably requested by Lessor. 2. Prior to commencement of any work on the Lessee Improvements, either Lessee or its contractor shall obtain the following insurance, at Lessee's own expense, with carriers admitted to do business in the state in which the Premises are located and holding a Best's Rating of A-6 or better: (a) Workers' Compensation and Employer's Liability Insurance - Statutory Workers' Compensation Insurance Employer's Liability Insurance with limits of $1,000,000 each accident, all employees, and disease. (b) Commercial General Liability Insurance (1986 ISO form or the equivalent) with minimum limits of: Combined Single Limit Bodily Injury & Property Damage combined: $2,000,000 each occurrence $2,000,000 general aggregate-each project and/or location (c) Business Automobile Liability Insurance with limits of: Single Limit Bodily Injury & Property Damage combined: $1,000,000 each accident This insurance should cover all owned, non-owned or hired automobiles to be used in furtherance of work. (d) Builder's Risk on the cost of the Lessee Improvements. Certificates of Insurance evidencing the above coverages shall be submitted to and approved by Lessor prior to commencement of work on the Lessee Improvements. (a) Lessee shall keep the Premises and the Building free from any liens arising out of any work performed, materials furnished, or obligations incurred by or on behalf of Lessee. Should any claim of lien or other lien be filed against the Premises or the Building by reason of any act or omission of Lessee or any of Lessee's agents, employees, contractors or representatives, then Lessee shall cause the same to be canceled and discharged of record by bond or otherwise within thirty (30) days after the filing thereof. Should Lessee fail to discharge such lien within such thirty (30) day period, then Lessor may discharge the same, in which event Lessee shall reimburse Lessor, on demand, as additional rent20,378 usable square feet, for the amount of the lien or the amount of the bond, if greater, plus any and all administrative costs incurred by Lessor and interest at the maximum rate permitted by law in connection therewith. The remedies provided herein shall be in addition to all other remedies available to Lessor under this Lease or otherwise. Lessee shall have no power to do any act or make any contract that may create or be the foundation of any lien, mortgage or other encumbrance upon the reversionary or other estate of Lessor, or any interest of Lessor in the Premises or the Building. NO CONSTRUCTION LIENS OR OTHER LIENS FOR ANY LABOR, SERVICES OR MATERIALS FURNISHED TO THE PREMISES SHALL ATTACH TO OR AFFECT THE INTEREST OF LESSOR IN AND TO THE PREMISES OR THE BUILDING. (b) Lessee and its contractor agree to defend, indemnify and hold harmless Lessor from all loss, liability, claims and expenseimprovement costs, including, but not limited to, reasonable attorneys' space planning, design and architectural fees, arising from a Lessor supervision and coordination fee, construction drawings, mechanical and electrical engineering, permits and other fees, plan check and construction of Lessee's real property damage or bodily injury, including, but not limited to, death to any person or persons, caused improvements in whole or in part by the negligence or misconduct of Lessee or its contractor or their agents, employees or subcontractors, except to the extent that any of such is caused by the gross negligence or willful misconduct of Lessor. Lessee shall provide to the Lessor the Lessee contractor's agreement to so defend, indemnify and hold harmless the Lessor. 4. Provided that Lessee has (a) completed the Lessee Improvements and occupied the Premises. The Improvement Allowance shall not be utilized for personal property improvement items (i.e. furniture, removable fixtures, computers, phone systems and related equipment, and cabling). All costs to complete Lessee's Improvements (b) complied with the terms and conditions as set forth in the Lease and the lump sum construction of Lessee Improvements is in accordance with the Plans and in compliance with Applicable Laws, and (ccontract) provided Lessor with (i) a copy of all bills or invoices and lien waivers, with respect to all of the Lessee Improvements, and (ii) a copy of a Certificate of Occupancy or other appropriate document acceptable to Lessor, then, upon the occurrence of all of such events, Lessor shall pay to Lessee an amount of up to but not in excess of $10.00 per rentable square foot in the Premises (the "said Improvement Allowance and all costs incurred by Lessor as a result of Lessee's Allowance"). However, in the event Lessee does not spend $10.00 per rentable square foot additions or more on the Lessee Improvements, any of the Lessee's Allowance not used by Lessee shall be forfeited and not payable by Lessor. All costs of the Lessee Improvements in excess of $10.00 per rentable square foot modifications to said mutually approved construction drawings shall be paid by Lessee to Lessor after completion of such Lessee Improvements within fifteen (15) calendar days of Lessor's written notice. Except for this Paragraph 50 and the Improvement Allowance provided herein, and the provisions provided for in Paragraph 6, and Paragraph 7.1 or otherwise specifically set forth in the Lease, Lessor shall have no liability obligation whatsoever to modify, construct, or otherwise alter the Premises or the Office Building Project for Lessee's occupancy. Lessee shall have the right to enhance the tiled floor in the elevator lobby on the western portion of 5th floor of the Building, subject to Lessor's prior written approval. The cost of such enhancement may be deducted from the Improvement Allowance by the Lessor. Lessor shall utilize the Lessor's Building standard ceiling grid, lights, hardware, locksets, doors and window coverings for the Premises. Attached as Exhibit "C" is a preliminary space plan and specifications, prepared by Lessor's architect for the improvements to Lessee's Premises, which shall be mutually approved by Lessee and Lessor prior to the commencement of construction drawings ("Lessee's Improvements"), which approval shall not be unreasonably withheld. Construction documents shall be completed by Chelsea Design. Lessee shall approve a final space plan for the Premises by December 10, 1996. Lessor shall promptly deliver to Lessee working drawings and specifications for the interior finishes to the Premises. Lessee shall notify Lessor of any required changes to such working drawings within five (5) calendar days following Lessee's receipt of same and, if applicable, Lessor shall cause its architect and engineers to make such changes and deliver the revised final working drawings to Lessee for its approval within five (5) calendar days of Lessor's receipt of notice of such required changes. Lessee shall provide approval of the revised working drawings within two (2) business days of its receipt. Upon Lessee's approval of the final working drawings, Lessor shall instruct its approved mechanical and electrical engineers to commence engineering for Lessee's Improvements. Upon completion of engineering, Lessor shall submit the completed set of plans to the list of approved general contractors for the Building. Lessee's space plans and working drawings shall not conflict with the building codes for the City of Los Angeles, or with any other applicable governmental law or regulation, or with applicable insurance regulations. All space plans and working drawings shall be in a form satisfactory to appropriate governmental authorities responsible for issuing permits and licenses required for construction. Lessee hereby designates ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ as its representative with respect thereto. During to the construction of the Lessee Improvements, to act on behalf of and in the name of Lessee and may make all decisions and give all approvals required of Lessee with respect to such construction. All notices shall be sent to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ at the following address: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇, by hand delivery or overnight delivery. Lessor shall competitively bid the project to at least three (3) qualified general contractors reasonably approved by Lessee. Lessee may name a fourth (4th) general contractor, subject to Lessor, 's prior reasonable approval of said general contractor. Lessor shall enter into a lump sum construction contract (subject to Lessee's reasonable approval which approval or its designated representative, denial must be made within 72 hours or such contract shall have be deemed approved) with the right to inspect construction selected contractor for the installation of the Lessee Improvements; and Lessee understands and agrees that any inspection by Lessor or its designated representatives shall not impose upon Lessor any liability or responsibility with respect to whether or not such Lessee Improvements have been constructed in accordance with the Plans or Applicable Laws. 5approved plans and working drawings. Notwithstanding any provision Lessor shall supervise the completion of such work and shall use commercially reasonable efforts to secure substantial completion of the work in accordance with a work schedule, to be defined prior to finalizing the constriction contract. There shall be a Lessor coordination, supervision and observation fee of $13,857.00, which shall be deducted from the Improvement Allowance defined above. Lessor shall obtain permits for Lessee's Improvements, and shall construct and complete Lessee's Improvements in the Lease Premises in accordance with the approved plans. Lessor's approved mechanical contractors, Preferred Mechanical or Westco Air Conditioning, and Lessor's approved electrical contractor which is Hye-line Electric, may be utilized by the approved general contractor. Lessor agrees to competitively bid the contrarymechanical and electrical components of the project to at least two other qualified mechanical and electrical contractors reasonably approved by Lessee. All telephone line installation shall be undertaken by Lessee at its expense. Such expense shall not constitute Tenant Improvement. The general contractor shall coordinate such installation with Lessee's Tenant Improvements. Prior to any contractor entering the Building, said contractors shall provide Lessor with a waiver of any and Lessee specifically agree that all mechanic and lien rights, and the contractors shall name Lessor as additional insured in its liability policy (which shall be for not less than $1,000,000 per occurrence) and in Lessee's workmen's compensation insurance policy. All contractors shall schedule all work and deliveries, including the use of loading docks and elevators, through Lessor (Lessor's contact is ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (818-990-8410)), and shall comply with all construction regulations established by Lessor for the Building. All contractor and subcontractors shall use service elevators only, shall park and load in designated areas only, and shall protect the Building, its Common Areas, and Lessor's property (i.e. carpeting, walls, tile, finishes, etc.). In no event shall any construction personnel use tenant restrooms or enter tenant offices. The general contractor shall provide construction toilets and dumpsters per Lessor's direction. In the event: (i) Lesseeof any Lessee requested additions, provided it has obtained the insurance coverages set forth in paragraph 2. abovemodifications, shall have access or changes to the Premises in order for Lessee said approved plans or its contractor to commence the Lessee Improvementsdrawings, and (ii) Rent Lessee's failure to approve any item or perform any other obligation within the timelines contained herein, (iii) Lessee's request to materials, finishes or installations which are not part of the Building standards or which are not readily available of which Lessor shall commence on October 1provide Lessee written notice following Lessor's receipt of the approved working drawings, 2002cause a delay in the construction of Lessee's Improvements, then notwithstanding the provisions of Paragraph 1.5 hereof, the Commencement Date under this Lease shall be the date that Tender of Possession should have occurred were it not for such Lessee caused delay(s). If Lessor shall be delayed at any time in the progress of the construction of Lessee's Improvements or any portion thereof by strikes, lockouts, fire, delay in transportation, unavoidable casualties, severe weather conditions, unforeseeable government delays, then the Commencement Date established in Paragraph 1.5 of the Lease shall be extended by the period of such delay.

Lessee Improvements. Lessee will not erect or cause to be erected any building or other structure, and will not make or allow to be made any alterations in or to the Leased Premises (acollectively, the “Alterations”) Lessor without first obtaining the written consent of Railway, which consent may be granted or withheld in Railway’s sole discretion, with it being understood that Railway acknowledges that Lessee will be constructing a Running Repair Facility on the Leased Premises. Railway may require Lessee to provide demolition and/or lien and completion bonds in form and amount satisfactory to Railway. All Lessee agree that Alterations will be accomplished in a good and workmanlike manner at Lessee’s sole expense, in conformity will all applicable laws by a licensed and bonded contractor approved in advance by Railway, such approval of contractor not to be unreasonably withheld. All contractors working on Alterations shall carry workers’ compensation insurance, commercial general liability insurance, automobile insurance and excess liability insurance in amounts reasonably acceptable to Railway and shall deliver a certificate of insurance evidencing such coverages to Railway prior to commencing work in the Lessee Improvements described in subparagraph (b) below (the "Lessee Improvements") shall be completed by Lessee on or before October 1, 2002. (b) If plans and specifications (collectively the "Plans") for Lessee Improvements are not attached hereto at the time Leased Premises. Upon completion of execution of this Leaseany such work, Lessee shall provide such Plans to Lessor within thirty (30) days prior Railway with “as built” plans, copies of all construction contracts, and proof of payment for all labor and materials. Any Alterations to the date any such Lessee Improvements are to Leased Premises made by or installed by either party hereto will remain upon and be commenced pursuant to this Lease. Upon receipt surrendered with the Leased Premises and become the property of such Plans, Lessor shall have ten (10) days in which to either approve such Plans or provide Lessee with Lessor's objections and comments. If Lessor objects to such Plans, Lessee shall promptly make necessary changes and provide Lessor with such revised Plans within twenty (20) business days after receipt of Lessor's objections and comments. In the event Lessor and Lessee approve the Plans, Lessee shall promptly undertake the construction of the Lessee Improvements and diligently pursue to completion such Lessee Improvements. (c) In the event the Plans for the Lessee Improvements have not been completed and approved by both Lessor and Lessee by the close of business on October 1, 2002, this Lease, at the option of either Lessor or Lessee by written notice to the other, may be terminated and Railway upon the delivery expiration or earlier termination of such notice, neither Lessor nor Lessee shall have any furth rights or obligations hereunderthis Lease without credit to Lessee; provided, however, Railway, at it option, may require Lessee to remove or repair any such termination notice must be receivJ by either Lessor Alterations to restore the Leased Premises to the condition existing at the time Lessee took possession, with all costs of removal, repair, restoration, or Lessee by no later than November 1, 2002 in order alterations to be effective. (d) The construction of the Lessee Improvements borne by Lessee. This clause will not apply to moveable equipment, furniture moveable trade fixtures, or other personal property owned by Lessee, which shall be in compliance with all applicable laws including, but not limited to, building codes, zoning regulations, compliance with the Americans with Disabilities Act and any other federal, state or local laws (the "Applicable Laws") considered Lessee’s Property for purposes of paragraph 14 and shall be the sole responsibility of Lessee. Incidental to Lessee's obligation to comply with the terms and conditions set forth in this Exhibit D, Lessor and removed by Lessee do hereby agree as follows: (i) Any changes or modifications Lessee desires to make to the Plans shall be subject to Lessor's prior written approval; (ii) Lessee agrees that its contractors will perform and provide the work and materials to construct the Lessee Improvements in accordance and compliance with all Applicable Laws; and (iii) Upon completion of the Lessee Improvements and within five (5) business days after demand by Lessor, Lessee shall deliver to Lessor (x) final releases of liens from contractors performing the work or providing the materials for the Lessee Improvements and from any lienors giving written notice as provided under Applicable Laws, (y) a final contractor's affidavit from the general contractor in accordance with Applicable Laws Paragraph 14. Lessee will have no authority or customary practicepower, and (z) express or implied, to create or cause any supporting documentation regarding final completion and payment of the costs of the Lessee Improvements reasonably requested by Lessor. 2. Prior to commencement construction lien or mechanics’ or materialmen’s lien or claim of any work on kind against the Leased Premises or any portion thereof or any Railway property. Lessee Improvements, either Lessee will promptly cause any such liens or its contractor shall obtain the following insurance, at Lessee's own expense, with carriers admitted to do business in the state in which the Premises are located and holding a Best's Rating of A-6 or better: (a) Workers' Compensation and Employer's Liability Insurance - Statutory Workers' Compensation Insurance Employer's Liability Insurance with limits of $1,000,000 each accident, all employees, and disease. (b) Commercial General Liability Insurance (1986 ISO form or the equivalent) with minimum limits of: Combined Single Limit Bodily Injury & Property Damage combined: $2,000,000 each occurrence $2,000,000 general aggregate-each project and/or location (c) Business Automobile Liability Insurance with limits of: Single Limit Bodily Injury & Property Damage combined: $1,000,000 each accident This insurance should cover all owned, non-owned or hired automobiles claims to be used in furtherance of work. (d) Builder's Risk on the cost of the Lessee Improvements. Certificates of Insurance evidencing the above coverages shall be submitted to and approved released by Lessor prior to commencement of work on the Lessee Improvements. (a) Lessee shall keep the Premises and the Building free from any liens arising out of any work performedpayment, materials furnished, or obligations incurred by or on behalf of Lessee. Should any claim of lien or other lien be filed against the Premises or the Building by reason of any act or omission of Lessee or any of Lessee's agents, employees, contractors or representatives, then Lessee shall cause the same to be canceled and discharged of record by bond bonding or otherwise within thirty (30) days after the filing thereof. Should Lessee fail to discharge such lien within such thirty (30) day periodrequest by Railway, then Lessor may discharge the same, in which event Lessee shall reimburse Lessor, on demand, as additional rent, for the amount of the lien or the amount of the bond, if greater, plus all administrative costs incurred by Lessor and interest at the maximum rate permitted by law in connection therewith. The remedies provided herein shall be in addition to all other remedies available to Lessor under this Lease or otherwise. Lessee shall have no power to do any act or make any contract that may create or be the foundation will indemnify Railway against losses arising out of any liensuch claim including, mortgage or other encumbrance upon the reversionary or other estate of Lessorwithout limitation, or any interest of Lessor in the Premises or the Buildinglegal fees and court costs. NO CONSTRUCTION LIENS OR OTHER LIENS NOTICE IS HEREBY GIVEN THAT RAILWAY WILL NOT BE LIABLE FOR ANY LABOR, SERVICES OR MATERIALS MATERIAL FURNISHED OR TO BE FURNISHED TO LESSEE, OR TO ANYONE HOLDING THE PREMISES SHALL THROUGH OR UNDER LESSEE, AND THAT NO MECHANICS’ OR OTHER LIENS FOR ANY SUCH LABOR, SERVICES OR MATERIALS WILL ATTACH TO OR AFFECT THE INTEREST OF LESSOR RAILWAY IN AND THE PREMISES. LESSEE WILL DISCLOSE THE FOREGOING PROVISIONS TO ANY CONTRACTOR ENGAGED BY LESSEE PROVIDING LABOR, SERVICES OR MATERIAL TO THE PREMISES OR THE BUILDINGLEASED PREMISES. (b) Lessee and its contractor agree to defend, indemnify and hold harmless Lessor from all loss, liability, claims and expense, including, but not limited to, reasonable attorneys' fees, arising from property damage or bodily injury, including, but not limited to, death to any person or persons, caused in whole or in part by the negligence or misconduct of Lessee or its contractor or their agents, employees or subcontractors, except to the extent that any of such is caused by the gross negligence or willful misconduct of Lessor. Lessee shall provide to the Lessor the Lessee contractor's agreement to so defend, indemnify and hold harmless the Lessor. 4. Provided that Lessee has (a) completed the Lessee Improvements and occupied the Premises, (b) complied with the terms and conditions set forth in the Lease and the construction of Lessee Improvements is in accordance with the Plans and in compliance with Applicable Laws, and (c) provided Lessor with (i) a copy of all bills or invoices and lien waivers, with respect to all of the Lessee Improvements, and (ii) a copy of a Certificate of Occupancy or other appropriate document acceptable to Lessor, then, upon the occurrence of all of such events, Lessor shall pay to Lessee an amount of up to but not in excess of $10.00 per rentable square foot in the Premises (the "Lessee's Allowance"). However, in the event Lessee does not spend $10.00 per rentable square foot or more on the Lessee Improvements, any of the Lessee's Allowance not used by Lessee shall be forfeited and not payable by Lessor. All costs of the Lessee Improvements in excess of $10.00 per rentable square foot shall be paid by Lessee and Lessor shall have no liability with respect thereto. During construction of the Lessee Improvements, Lessor, or its designated representative, shall have the right to inspect construction of the Lessee Improvements; and Lessee understands and agrees that any inspection by Lessor or its designated representatives shall not impose upon Lessor any liability or responsibility with respect to whether or not such Lessee Improvements have been constructed in accordance with the Plans or Applicable Laws. 5. Notwithstanding any provision in the Lease to the contrary, Lessor and Lessee specifically agree that (i) Lessee, provided it has obtained the insurance coverages set forth in paragraph 2. above, shall have access to the Premises in order for Lessee or its contractor to commence the Lessee Improvements, and (ii) Rent shall commence on October 1, 2002.

Lessee Improvements. (a) Lessor and Lessee agree that desires to make improvements to the Lessee Improvements described in subparagraph (b) below (the "Lessee Improvements") shall be completed by Lessee on or before October 1, 2002. (b) If plans Leased Premises. Plans and specifications (collectively the "Plans") for Lessee Improvements are not attached hereto at the time of execution of this Lease, Lessee shall provide such Plans to Lessor within thirty (30) days prior to the date any such Lessee Improvements are to be commenced pursuant to this Lease. Upon receipt of such Plans, Lessor shall have ten (10) days in which to either approve such Plans or provide Lessee with Lessor's objections and comments. If Lessor objects to such Plans, Lessee shall promptly make necessary changes and provide Lessor with such revised Plans within twenty (20) business days after receipt of Lessor's objections and comments. In the event Lessor and Lessee approve the Plans, Lessee shall promptly undertake the construction of the Lessee Improvements and diligently pursue to completion such Lessee Improvements. (c) In the event the Plans for reflecting the Lessee Improvements have not yet been completed prepared. Lessee shall submit plans and approved by both specifications reflecting the proposed Lessee Improvements to Lessor for Lessor's approval. Lessor shall, within fifteen (15) days of receipt of Lessee's proposed plans and Lessee by the close of business on October 1specifications, 2002, this Lease, at the option of either Lessor or Lessee by provide written notice comments and changes to the other, may proposed plans and specifications which comments and changes shall be terminated incorporated into and upon the delivery of such notice, neither Lessor nor Lessee shall have any furth rights or obligations hereunder; provided, however, any such termination notice must be receivJ by either Lessor or Lessee by no later than November 1, 2002 in order to be effective. (d) The construction become a part of the Lessee Improvements plans and specifications. The proposed plans and specifications as . amended to incorporate Lessor's comments and changes shall be in compliance with all applicable laws including, but not limited to, building codes, zoning regulations, compliance with the Americans with Disabilities Act and any other federal, state or local laws (the referred to as "Applicable LawsLESSEE'S APPROVED PLANS") and shall be the sole responsibility of Lessee. Incidental to The Lessee's obligation to comply with the terms and conditions set forth in this Exhibit D, Lessor and Lessee do hereby agree as follows: (i) Any changes or modifications Lessee desires to make to the Approved Plans shall be subject submitted to Lessor for final approval and within fifteen (15) days of Lessor's prior written approval; (ii) final approval of the Lessee's Approved Plans, Lessee agrees that its contractors will perform shall execute a construction agreement and provide the work and materials proceed to construct the Lessee Improvements in accordance and compliance with all Applicable Laws; and (iii) Upon completion the Lessee's Approved Plans. Lessee shall pay for the cost of constructing the Lessee Improvements Improvements. All work shall be performed in a good and within five (5) business days after demand by Lessor, Lessee shall deliver to Lessor (x) final releases of liens from contractors performing the work or providing the materials for the Lessee Improvements and from any lienors giving written notice as provided under Applicable Laws, (y) a final contractor's affidavit from the general contractor in accordance with Applicable Laws or customary practice, and (z) any supporting documentation regarding final completion and payment of the costs of the Lessee Improvements reasonably requested by Lessor. 2workmanlike manner. Prior to commencement of any work on the Lessee Improvements, either Lessee or its contractor shall obtain and supply copies of the following insuranceto Lessor: a. The construction agreement; b. All building permits required by the City of Wichita or other governmental authorities; and c. A copy of the contractor's license and a copy of the license of any subcontractor. In addition to the foregoing and prior to commencement of any work, at Lessee's own expense, proof of insurance must be provided reflecting that the contractor has purchased from and is maintaining with carriers admitted a company or companies lawfully authorized to do business in the state in which State of Kansas such insurance as will protect the Premises are located and holding a Best's Rating of A-6 or better: (a) Workers' Compensation and Employer's Liability Insurance - Statutory Workers' Compensation Insurance Employer's Liability Insurance with limits of $1,000,000 each accidentcontractor, all employeesLessee, Lessor, and disease. (b) Commercial General Liability Insurance (1986 ISO form any lender from claims set forth below which may arise out of or the equivalent) with minimum limits of: Combined Single Limit Bodily Injury & Property Damage combined: $2,000,000 each occurrence $2,000,000 general aggregate-each project and/or location (c) Business Automobile Liability Insurance with limits of: Single Limit Bodily Injury & Property Damage combined: $1,000,000 each accident This insurance should cover all owned, non-owned or hired automobiles to be used in furtherance of work. (d) Builder's Risk on the cost result from construction of the Lessee Improvements. Certificates of Insurance evidencing the above coverages shall be submitted to and approved by Lessor prior to commencement , whether such claim arises out of work on performed by the Lessee Improvements.contractor or subcontractor, or one of their employees: (a) Lessee shall keep a. Claims under workers' compensation, disability benefit and other similar employee benefit acts that are applicable to the Premises work to be performed; b. Claims for damages because of bodily injury, occupational sickness or disease, or death of the contractor and subcontractor and their employees; c. Claims for damages because of bodily injury, occupational sickness or disease, or death of any person other than the Building free from any liens contractor, subcontractor or their employees; d. Claims for damages insured by usual personal injury liability coverage; e. Claims for damages, other than the work itself, because of injury to or destruction of tangible property, including loss of use resulting therefrom; and f. Claims for damages because of bodily injury, death or a person or property damage arising out of any work performedownership, materials furnishedmaintenance or use of a motor vehicle or motorized vehicle. The insurance required by this section shall be written for not less than One Million Dollars ($1,000,000.00) per person and Five Million Dollars ($5,000,000.00) per occurrence, or obligations incurred by or on behalf of Lessee. Should any claim of lien or other lien be filed against the Premises and property damage liability with a limit not less than One Million Dollars ($1,000,000.00) per occurrence or the Building amount required by reason law, whichever is greater. Coverages, whether written on an occurrence or claims-made basis, shall be maintained without interruption from the date of any act or omission commencement of the work on Lessee or any Improvements until the date all work is completed. The certificates of Lessee's agents, employees, contractors or representatives, then Lessee insurance shall cause contain a provision that coverages afforded under the same to policies shall not be canceled and discharged of record by bond or otherwise within allowed to expire without at least thirty (30) days after the filing thereofprior written notice provided to Lessor. Should Lessee fail to discharge such lien within such thirty (30) day period, then Lessor may discharge the same, in which event Lessee shall reimburse Lessor, on demand, as additional rent, for the amount of the lien or the amount of the bond, if greater, plus all administrative costs incurred by Lessor and interest at the maximum rate permitted by law in connection therewith. The remedies provided herein any lender shall also be in addition to named as an additional insured on all other remedies available to Lessor under this Lease or otherwiseinsurance policies. Lessee shall have no power to do any act or make any contract that may create or be the foundation of any lien, mortgage or other encumbrance upon the reversionary or other estate of Lessor, or any interest of Lessor in the Premises or the Building. NO CONSTRUCTION LIENS OR OTHER LIENS FOR ANY LABOR, SERVICES OR MATERIALS FURNISHED TO THE PREMISES SHALL ATTACH TO OR AFFECT THE INTEREST OF LESSOR IN AND TO THE PREMISES OR THE BUILDING. (b) Lessee and its contractor agree to defend, indemnify and hold harmless Lessor Lessor, the Warehouse and the Leased Premises from any and all lossdamages, liabilitypersonal injuries, claims claims, causes of action, proceedings, liens, threats, proceeding, costs and expense, including, but not limited to, expenses (including reasonable attorneys' attorneys fees, ) arising from property damage out of or bodily injury, including, but not limited to, death related to any person or persons, caused in whole work being performed on or in part by the negligence or misconduct of Lessee or its contractor or their agents, employees or subcontractors, except to the extent that any of such is caused by the gross negligence or willful misconduct of Lessor. Lessee shall provide to the Lessor the Lessee contractor's agreement to so defend, indemnify and hold harmless the Lessor. 4. Provided that Lessee has (a) completed the Lessee Improvements and occupied the Premises, (b) complied connection with the terms and conditions set forth in the Lease and the construction of Lessee Improvements is in accordance with the Plans and in compliance with Applicable Laws, and (c) provided Lessor with (i) a copy of all bills or invoices and lien waivers, with respect to all of the Lessee Improvements, and (ii) a copy of a Certificate of Occupancy or other appropriate document acceptable to Lessor, then, upon the occurrence of all of such events, Lessor shall pay to Lessee an amount of up to but not in excess of $10.00 per rentable square foot in the Premises (the "Lessee's Allowance"). However, in the event Lessee does not spend $10.00 per rentable square foot or more on the Lessee Improvements, any of the Lessee's Allowance not used by Lessee shall be forfeited and not payable by Lessor. All costs of the Lessee Improvements in excess of $10.00 per rentable square foot shall be paid by Lessee and Lessor shall have no liability with respect thereto. During construction of the Lessee Improvements, Lessor, or its designated representative, shall have the right to inspect construction of the Lessee Improvements; and Lessee understands and agrees that any inspection by Lessor or its designated representatives shall not impose upon Lessor any liability or responsibility with respect to whether or not such Lessee Improvements have been constructed in accordance with the Plans or Applicable Laws. 5. Notwithstanding any provision in the Lease to the contrary, Lessor and Lessee specifically agree that (i) Lessee, provided it has obtained the insurance coverages set forth in paragraph 2. above, shall have access to the Premises in order for Lessee or its contractor to commence the Lessee Improvements, and (ii) Rent shall commence on October 1, 2002.