EXHIBIT 10.5

CIRRUS LOGIC, INC.

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT ("Agreement") is effective as of February 17, 1999 by and between Cirrus Logic, Inc., a Delaware corporation (the "Company"), and Indemnitee ("Indemnitee").

WHEREAS, effective as of the date hereof, Cirrus Logic, Inc., a California corporation, is reincorporating into Delaware;

WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Company and its related entities;

WHEREAS, in order to induce Indemnitee to continue to provide services to the Company, the Company wishes to provide for the indemnification of, and the advancement of expenses to, Indemnitee to the maximum extent permitted by law;

WHEREAS, the Company and Indemnitee recognize the continued difficulty in obtaining liability insurance for the Company's directors, officers, employees, agents and fiduciaries, the significant increases in the cost of such insurance and the general reductions in the coverage of such insurance;

WHEREAS, the Company and Indemnitee further recognize the substantial increase in corporate litigation in general, subjecting directors, officers, employees, agents and fiduciaries to expensive litigation risks at the same time as the availability and coverage of liability insurance has been severely limited; and

WHEREAS, in connection with the Company's reincorporation, the Company and Indemnitee desire to continue to have in place the additional protection provided by an indemnification agreement to provide indemnification and advancement of expenses to the Indemnitee to the maximum extent permitted by Delaware law;

WHEREAS, in view of the considerations set forth above, the Company desires that Indemnitee shall be indemnified and advanced expenses by the Company as set forth herein;

NOW, THEREFORE, the Company and Indemnitee hereby agree as set forth below.

1. CERTAIN DEFINITIONS.

(a) "Change in Control" shall mean, and shall be deemed to have occurred if, on or after the date of this Agreement, (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) or group acting in concert, other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company acting in such capacity or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, becomes the "beneficial owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing more than 50% of the total voting power represented by the Company's then outstanding Voting Securities, (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Company and any new director whose election by the Board of Directors or nomination for election by the Company's stockholders

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was approved by a vote of at least two thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or (iv) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of related transactions) all or substantially all of the Company's assets.

(b) "Claim" shall mean with respect to a Covered Event: any threatened, pending or completed action, suit, proceeding or alternative dispute resolution mechanism, or any hearing, inquiry or investigation that Indemnitee in good faith believes might lead to the institution of any such action, suit, proceeding or alternative dispute resolution mechanism, whether civil, criminal, administrative, investigative or other.

(c) References to the "Company" shall include, in addition to Cirrus Logic, Inc., any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger to which Cirrus Logic, Inc. (or any of its wholly owned subsidiaries) is a party which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees, agents or fiduciaries, so that if Indemnitee is or was a director, officer, employee, agent or fiduciary of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.

(d) "Covered Event" shall mean any event or occurrence related to the fact that Indemnitee is or was a director, officer, employee, agent or fiduciary of the Company, or any subsidiary of the Company, or is or was serving at the request of the Company as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action or inaction on the part of Indemnitee while serving in such capacity.

(e) "Expenses" shall mean any and all expenses (including attorneys' fees and all other costs, expenses and obligations incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, to be a witness in or to participate in, any action, suit, proceeding, alternative dispute resolution mechanism, hearing, inquiry or investigation), judgments, fines, penalties and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) of any Claim and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement.

(f) "Expense Advance" shall mean a payment to Indemnitee pursuant to Section 3 of Expenses in advance of the settlement of or final judgement in any action, suit, proceeding or alternative dispute resolution mechanism, hearing, inquiry or investigation which constitutes a Claim.

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(g) "Independent Legal Counsel" shall mean an attorney or firm of attorneys, selected in accordance with the provisions of Section 2(d) hereof, who shall not have otherwise performed services for the Company or Indemnitee within the last three years (other than with respect to matters concerning the rights of Indemnitee under this Agreement, or of other Indemnitees under similar indemnity agreements).

(h) References to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on Indemnitee with respect to an employee benefit plan; and references to "serving at the request of the Company" shall include any service as a director, officer, employee, agent or fiduciary of the Company which imposes duties on, or involves services by, such director, officer, employee, agent or fiduciary with respect to an employee benefit plan, its participants or its beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have acted in a manner "not opposed to the best interests of the Company" as referred to in this Agreement.

(i) "Reviewing Party" shall mean, subject to the provisions of
Section 2(d), any person or body appointed by the Board of Directors in accordance with applicable law to review the Company's obligations hereunder and under applicable law, which may include a member or members of the Company's Board of Directors, Independent Legal Counsel or any other person or body not a party to the particular Claim for which Indemnitee is seeking indemnification.

(j) "Section" refers to a section of this Agreement unless otherwise indicated.

(k) "Voting Securities" shall mean any securities of the Company that vote generally in the election of directors.

2. INDEMNIFICATION.

(a) Indemnification of Expenses. Subject to the provisions of
Section 2(b) below, the Company shall indemnify Indemnitee for Expenses to the fullest extent permitted by law if Indemnitee was or is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, any Claim (whether by reason of or arising in part out of a Covered Event), including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses.

(b) Review of Indemnification Obligations. Notwithstanding the foregoing, in the event any Reviewing Party shall have determined (in a written opinion, in any case in which Independent Legal Counsel is the Reviewing Party) that Indemnitee is not entitled to be indemnified hereunder under applicable law, (i) the Company shall have no further obligation under Section 2(a) to make any payments to Indemnitee not made prior to such determination by such Reviewing Party, and (ii) the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all Expenses theretofore paid to Indemnitee to which Indemnitee is not entitled hereunder under applicable law; provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee is entitled to be indemnified hereunder under applicable law, any determination made by any Reviewing Party that Indemnitee is not entitled to be indemnified hereunder under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expenses theretofore paid in indemnifying Indemnitee until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). Indemnitee's obligation to reimburse the Company for any Expenses shall be unsecured and no interest shall be charged thereon.

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(c) Indemnitee Rights on Unfavorable Determination: Binding Effect. If any Reviewing Party determines that Indemnitee substantively is not entitled to be indemnified hereunder in whole or in part under applicable law, Indemnitee shall have the right to commence litigation seeking an initial determination by the court or challenging any such determination by such Reviewing Party or any aspect thereof, including the legal or factual bases therefor, and, subject to the provisions of Section 15, the Company hereby consents to service of process and to appear in any such proceeding. Absent such litigation, any determination by any Reviewing Party shall be conclusive and binding on the Company and Indemnitee.

(d) Selection of Reviewing Party: Change in Control. If there has not been a Change in Control, any Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control), any Reviewing Party with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnification of Expenses under this Agreement or any other agreement or under the Company's Certificate of Incorporation or Bylaws as now or hereafter in effect, or under any other applicable law, if desired by Indemnitee, shall be Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent Indemnitee would be entitled to be indemnified hereunder under applicable law and the Company agrees to abide by such opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. Notwithstanding any other provision of this Agreement, the Company shall not be required to pay Expenses of more than one Independent Legal Counsel in connection with all matters concerning a single Indemnitee, and such Independent Legal Counsel shall be the Independent Legal Counsel for any or all other Indemnitees unless (i) the employment of separate counsel by one or more Indemnitees has been previously authorized by the Company in writing, or (ii) an Indemnitee shall have provided to the Company a written statement that such Indemnitee has reasonably concluded that there may be a conflict of interest between such Indemnitee and the other Indemnitees with respect to the matters arising under this Agreement.

(e) Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 10 hereof, to the extent that Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any Claim, Indemnitee shall be indemnified against all Expenses incurred by Indemnitee in connection therewith.

3. EXPENSE ADVANCES.

(a) Obligation to Make Expense Advances. Upon receipt of a written undertaking by or on behalf of the Indemnitee to repay such amounts if it shall ultimately be determined that the Indemnitee is not entitled to be indemnified therefore by the Company hereunder under applicable law, the Company shall make Expense Advances to Indemnitee.

(b) Form of Undertaking. Any obligation to repay any Expense Advances hereunder pursuant to a written undertaking by the Indemnitee shall be unsecured and no interest shall be charged thereon.

(c) Determination of Reasonable Expense Advances. The parties agree that for the purposes of any Expense Advance for which Indemnitee has made written demand to the Company in

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accordance with this Agreement, all Expenses included in such Expense Advance that are certified by affidavit of Indemnitee's counsel as being reasonable shall be presumed conclusively to be reasonable.

4. PROCEDURES FOR INDEMNIFICATION AND EXPENSE ADVANCES.

(a) Timing of Payments. All payments of Expenses (including without limitation Expense Advances) by the Company to the Indemnitee pursuant to this Agreement shall be made to the fullest extent permitted by law as soon as practicable after written demand by Indemnitee therefor is presented to the Company, but in no event later than thirty (30) business days after such written demand by Indemnitee is presented to the Company, except in the case of Expense Advances, which shall be made no later than ten (10) business days after such written demand by Indemnitee is presented to the Company.

(b) Notice/Cooperation by Indemnitee. Indemnitee shall, as a condition precedent to Indemnitee's right to be indemnified or Indemnitee's right to receive Expense Advances under this Agreement, give the Company notice in writing as soon as practicable of any Claim made against Indemnitee for which indemnification will or could be sought under this Agreement. Notice to the Company shall be directed to the Chief Executive Officer of the Company at the address shown on the signature page of this Agreement (or such other address as the Company shall designate in writing to Indemnitee). In addition, Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee's power.

(c) No Presumptions: Burden of Proof. For purposes of this Agreement, the termination of any Claim by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by this Agreement or applicable law. In addition, neither the failure of any Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by any Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under this Agreement under applicable law, shall be a defense to Indemnitee's claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief. In connection with any determination by any Reviewing Party or otherwise as to whether the Indemnitee is entitled to be indemnified hereunder under applicable law, the burden of proof shall be on the Company to establish that Indemnitee is not so entitled.

(d) Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 4(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such Claim in accordance with the terms of such policies.

(e) Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification for or make any Expense Advances with respect to the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company's election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate

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counsel subsequently retained by or on behalf of Indemnitee with respect to the same Claim; provided that, (i) Indemnitee shall have the right to employ Indemnitee's separate counsel in any such Claim at Indemnitee's expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee's separate counsel shall be Expenses for which Indemnitee may receive indemnification or Expense Advances hereunder.

5. ADDITIONAL INDEMNIFICATION RIGHTS; NONEXCLUSIVITY.

(a) Scope. The Company hereby agrees to indemnify the Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement, the Company's Certificate of Incorporation, the Company's Bylaws or by statute. In the event of any change after the date of this Agreement in any applicable law, statute or rule which expands the right of a Delaware corporation to indemnify a member of its board of directors or an officer, employee, agent or fiduciary, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits afforded by such change. In the event of any change in any applicable law, statute or rule which narrows the right of a Delaware corporation to indemnify a member of its board of directors or an officer, employee, agent or fiduciary, such change, to the extent not otherwise required by such law, statute or rule to be applied to this Agreement, shall have no effect on this Agreement or the parties' rights and obligations hereunder except as set forth in Section 10(a) hereof.

(b) Nonexclusivity. The indemnification and the payment of Expense Advances provided by this Agreement shall be in addition to any rights to which Indemnitee may be entitled under the Company's Certificate of Incorporation, its Bylaws, any other agreement, any vote of stockholders or disinterested directors, the General Corporation Law of the State of Delaware, or otherwise. The indemnification and the payment of Expense Advances provided under this Agreement shall continue as to Indemnitee for any action taken or not taken while serving in an indemnified capacity even though subsequent thereto Indemnitee may have ceased to serve in such capacity.

6. NO DUPLICATION OF PAYMENTS. The Company shall not be liable under this Agreement to make any payment in connection with any Claim made against Indemnitee to the extent Indemnitee has otherwise actually received payment (under any insurance policy, provision of the Company's Certificate of Incorporation, Bylaws or otherwise) of the amounts otherwise payable hereunder.

7. PARTIAL INDEMNIFICATION. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses incurred in connection with any Claim, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses to which Indemnitee is entitled.

8. MUTUAL ACKNOWLEDGMENT. Both the Company and Indemnitee acknowledge that in certain instances, federal law or applicable public policy may prohibit the Company from indemnifying its directors, officers, employees, agents or fiduciaries under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company's right under public policy to indemnify Indemnitee.

9. LIABILITY INSURANCE. To the extent the Company maintains liability insurance applicable to directors, officers, employees, agents or fiduciaries, Indemnitee shall be covered by such policies in

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such a manner as to provide Indemnitee the same rights and benefits as are provided to the most favorably insured of the Company's directors, if Indemnitee is a director; or of the Company's officers, if Indemnitee is not a director of the Company but is an officer; or of the Company's key employees, agents or fiduciaries, if Indemnitee is not an officer or director but is a key employee, agent or fiduciary.

10. EXCEPTIONS. Notwithstanding any other provision of this Agreement, the Company shall not be obligated pursuant to the terms of this Agreement:

(a) Excluded Action or Omissions. To indemnify or make Expense Advances to Indemnitee with respect to Claims arising out of acts, omissions or transactions for which Indemnitee is prohibited from receiving indemnification under applicable law.

(b) Claims Initiated by Indemnitee. To indemnify or make Expense Advances to Indemnitee with respect to Claims initiated or brought voluntarily by Indemnitee and not by way of defense, counterclaim or crossclaim, except (i) with respect to actions or proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance policy or under the Company's Certificate of Incorporation or Bylaws now or hereafter in effect relating to Claims for Covered Events, (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claim, or (iii) as otherwise required under Section 145 of the Delaware General Corporation Law, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advances, or insurance recovery, as the case may be.

(c) Lack of Good Faith. To indemnify Indemnitee for any Expenses incurred by the Indemnitee with respect to any action instituted (i) by Indemnitee to enforce or interpret this Agreement, if a court having jurisdiction over such action determines as provided in Section 13 that each of the material assertions made by the Indemnitee as a basis for such action was not made in good faith or was frivolous, or (ii) by or in the name of the Company to enforce or interpret this Agreement, if a court having jurisdiction over such action determines as provided in Section 13 that each of the material defenses asserted by Indemnitee in such action was made in bad faith or was frivolous.

(d) Claims Under Section 16(b). To indemnify Indemnitee for Expenses and the payment of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, or any similar successor statute.

11. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall constitute an original.

12. BINDING EFFECT; SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors, assigns (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), spouses, heirs and personal and legal representatives. The Company shall require and cause any successor (whether direct or indirect, and whether by purchase, merger, consolidation or otherwise) to all, substantially all, or a substantial part, of the business or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. This Agreement shall continue in effect regardless of whether Indemnitee continues to serve as a director, officer, employee, agent or fiduciary (as applicable) of the Company or of any other enterprise at the Company's request.

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13. EXPENSES INCURRED IN ACTION RELATING TO ENFORCEMENT OR INTERPRETATION. In the event that any action is instituted by Indemnitee under this Agreement or under any liability insurance policies maintained by the Company to enforce or interpret any of the terms hereof or thereof, Indemnitee shall be entitled to be indemnified for all Expenses incurred by Indemnitee with respect to such action (including without limitation attorneys' fees), regardless of whether Indemnitee is ultimately successful in such action, unless as a part of such action a court having jurisdiction over such action makes a final judicial determination (as to which all rights of appeal therefrom have been exhausted or lapsed) that each of the material assertions made by Indemnitee as a basis for such action was not made in good faith or was frivolous; provided, however, that until such final judicial determination is made, Indemnitee shall be entitled under Section 3 to receive payment of Expense Advances hereunder with respect to such action. In the event of an action instituted by or in the name of the Company under this Agreement to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be indemnified for all Expenses incurred by Indemnitee in defense of such action (including without limitation costs and expenses incurred with respect to Indemnitee's counterclaims and cross-claims made in such action), unless as a part of such action a court having jurisdiction over such action makes a final judicial determination (as to which all rights of appeal therefrom have been exhausted or lapsed) that each of the material defenses asserted by Indemnitee in such action was made in bad faith or was frivolous; provided, however, that until such final judicial determination is made, Indemnitee shall be entitled under Section 3 to receive payment of Expense Advances hereunder with respect to such action.

14. PERIOD OF LIMITATIONS. No legal action shall be brought and no cause of action shall be asserted by or in the right of the Company against Indemnitee, Indemnitee's estate, spouse, heirs, executors or personal or legal representatives after the expiration of two years from the date of accrual of such cause of action, and any claim or cause of action of the Company shall be extinguished and deemed released unless asserted by the timely filing of a legal action within such two year period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of action, such shorter period shall govern.

15. NOTICE. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed duly given (i) if delivered by hand and signed for by the party addressed, on the date of such delivery, or
(ii) if mailed by domestic certified or registered mail with postage prepaid, on the third business day after the date postmarked. Addresses for notice to either party are as shown on the signature page of this Agreement, or as subsequently modified by written notice.

16. CONSENT TO JURISDICTION. The Company and Indemnitee each hereby irrevocably consent to the jurisdiction of the courts of the State of Delaware for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement and agree that any action instituted under this Agreement shall be commenced, prosecuted and continued only in the Court of Chancery of the State of Delaware in and for New Castle County, which shall be the exclusive and only proper forum for adjudicating such a claim.

17. SEVERABILITY. The provisions of this Agreement shall be severable in the event that any of the provisions hereof (including any provision within a single section, paragraph or sentence) are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, and the remaining provisions shall remain enforceable to the fullest extent permitted by law. Furthermore, to the fullest extent possible, the provisions of this Agreement (including without limitation each portion of this Agreement containing any provision held to be invalid, void or otherwise unenforceable, that is not itself invalid, void or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

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18. CHOICE OF LAW. This Agreement, and all rights, remedies, liabilities, powers and duties of the parties to this Agreement, shall be governed by and construed in accordance with the laws of the State of Delaware as applied to contracts between Delaware residents entered into and to be performed entirely in the State of Delaware without regard to principles of conflicts of laws.

19. SUBROGATION. In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable the Company effectively to bring suit to enforce such rights.

20. AMENDMENT AND TERMINATION. No amendment, modification, termination or cancellation of this Agreement shall be effective unless it is in writing signed by both the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed to be or shall constitute a waiver of any other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver.

21. INTEGRATION AND ENTIRE AGREEMENT. This Agreement sets forth the entire understanding between the parties hereto and supersedes and merges all previous written and oral negotiations, commitments, understandings and agreements relating to the subject matter hereof between the parties hereto.

22. NO CONSTRUCTION AS EMPLOYMENT AGREEMENT. Nothing contained in this Agreement shall be construed as giving Indemnitee any right to be retained in the employ of the Company or any of its subsidiaries or affiliated entities. i i i IN

WITNESS WHEREOF, the parties hereto have executed this Indemnification Agreement as of the date first above written.

CIRRUS LOGIC, INC.

AGREED TO AND ACCEPTED

INDEMNITEE:

EXHIBIT 10.6

CIRRUS LOGIC, INC.

EMPLOYMENT AGREEMENT

This Agreement is entered into effective as of April 25, 2001, (the "Effective Date") by and between Cirrus Logic, Inc., a Delaware corporation (the "Company") and David French (the "Employee").

WHEREAS, the Company desires to employ the Employee on a full-time basis in the capacity of President and Chief Executive Officer of the Company, and the Employee desires to accept such employment; and

WHEREAS, the parties desire and agree to enter into an employment relationship by means of this Agreement;

NOW THEREFORE in consideration of the promises and mutual covenants herein contained, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is mutually covenanted and agreed by and among the parties as follows:

1. POSITION AND DUTIES. The Employee shall be employed as President and Chief Executive Officer of the Company, reporting to the Company's Board of Directors and assuming and discharging such responsibilities as are commensurate with the Employee's position. In performing his basic duties, the Employee shall work at the Company's principal business office located in Austin, Texas. The Employee acknowledges that frequent travel will be necessary in carrying out his duties hereunder. The Employee shall perform his duties faithfully and to the best of his ability and shall devote his full business time and effort to the performance of his duties hereunder.

2. COMPENSATION.

(a) BASE SALARY. For all services to be rendered by the Employee to the Company while this Agreement is in effect, the Employee shall receive an annual base salary equal to $450,000 (the "Base Salary"), payable bi-weekly in accordance with the Company's normal payroll practices.
(b) EXECUTIVE VARIABLE COMPENSATION PROGRAM. The Employee shall be eligible to participate in the Company's Executive Variable Compensation Program ("VCP"). The Employee's target payout under the VCP shall be one hundred percent (100%) of his Base Salary.
(c) RESTRICTED STOCK. The outstanding $750,000 loan secured by Employee's 90,000 shares of the Company's common stock will become due and payable 180 days following the Employee's termination of employment with the Company for any reason.

(d) RELOCATION: MOVING EXPENSES. Upon termination of the Employee's employment with the Company for any reason, the unpaid principal amount of the outstanding $721,899 relocation loan shall bear interest at the then "applicable federal rate" (as defined in Section 1274(d) of the Internal Revenue Code (or any successor provision). The relocation loan will become due and payable 180 days following the Employee's termination of employment with the Company for any reason.

(e) TERMINATION BY REASON OF DEATH OR DISABILITY. In the event of Employee's death during the term of this Agreement, the Company shall pay the Employee's estate all salary, bonuses and unpaid vacation accrued as of the date of Employee's death and any other benefits payable under the Company's then existing benefit plans and policies in accordance with such plans and policies in effect on the date of death and in accordance with applicable law. In the event that, during the term of this Agreement, Employee is unable to perform his job due to death or disability (as determined under the Company's long-term disability insurance program) for six months in any 12-month period, the Company may, at its option, terminate the Employee's employment with the Company, pursuant to Section 5 below, and such termination shall entitle the Employee to all salary, bonuses and unpaid vacation accrued as of the date of such termination and any other benefits payable under the Company's then existing benefit plans and policies in accordance with such plans and policies in effect on the date of such termination and in accordance with applicable law. Notwithstanding
Section 2(d) above, in the event Employee's employment is terminated as a result of his death or disability, the Company will forgive his relocation loan, subject to his or his estate's prompt payment to the Company of any applicable income and withholding taxes.

3. OTHER BENEFITS. The Employee and his legal dependents shall be entitled to participate in the employee benefit plans and programs of the Company, if any, to the extent that his position, tenure, salary, age health and other qualifications make the Employee and his legal dependents eligible to participate in such plans or programs, subject to the rules and regulations applicable thereto. The Company reserves the right to cancel or change the benefit plans and programs it offers to its employees at any time. Employee will be eligible for vacation and sick leave in accordance with the policies in effect during the term of this Agreement and will receive such other benefits as the Company generally provides to its other employee of comparable position and experience.

4. EXPENSES. The Company shall reimburse the Employee for reasonable travel, entertainment or other expenses incurred by the Employee in the furtherance of or in connection with the performance of the Employee's duties hereunder, in accordance with the Company's expense reimbursement policy as in effect from time to time.

5. TERMINATION. In the event (i) the Company terminates the Employee's employment on or before the first anniversary of the Effective Date other than for Cause, or (ii) any successor to the Company fails or refuses to assume this Agreement in accordance with Section 7 below, the Employee shall the be entitled to receive a single, lump-sum severance payment within fifteen (15) days of termination equal to the Employee's then current annual base salary. In addition, the Company shall pay to the Employee a lump-sum payment in an amount equivalent to the reasonably estimated costs the Employee may incur to extend for a period of twelve (12) months under the COBRA continuation laws the Employee's group health and dental plans coverage in effect on the date of such termination. In addition, in such event the Employee will vest fully in all of his outstanding stock options, which will remain exercisable for a 180-day period following such termination. For purposes of this Agreement, the term "Cause" shall mean (i) gross negligence or willful misconduct in the performance of duties to the Company after one written warning detailing the concerns and offering the Employee opportunities to cure; (ii) material and willful violation of any federal or state law; (iii) commission of any act of fraud with respect to the Company; (iv) conviction of a felony or any crime causing material harm to the standing and reputation of the Company; or (v) intentional and improper disclosure of the Company's confidential or proprietary information. For purposes of this Agreement, the determination of Cause shall be determined by the Board in its sole and absolute discretion.

6. RIGHT OF ADVICE OF COUNSEL. The Employee acknowledges that he has consulted with counsel and is fully aware of his rights and obligations under this Agreement and of the tax consequences thereof.

7. SUCCESSORS.

(a) COMPANY'S SUCCESSORS. Any successor to the Company (whether direct or indirect and whether by purchase, lease, merger, consolidation, liquidation or otherwise) to all or substantially all of the Company's business and/or assets shall assume the obligations under this Agreement and agree expressly to perform the obligations under this Agreement in the same manner and to the same extent as the Company would be required to perform such obligations in the absence of a succession. For all purposes under the Agreement, the term "Company", shall include any successor to the Company's business and/or assets which executes and delivers the assumption agreement described in this subsection (a) or which becomes bound by the terms of this Agreement by operation of law.
(b) EMPLOYEE'S SUCCESSORS. Without the written consent of the Company, the Employee shall not assign or transfer this Agreement or any right or obligation under this Agreement to any other person or entity. Notwithstanding the foregoing, the terms of this Agreement and all rights of the Employee hereunder shall inure to the benefit of, and be enforceable by, the Employee's personal or legal representatives, executors, administrators, successors, heirs distributees, devisees and legatees.

8. NOTICE CLAUSE.

(a) MANNER. Any notice hereby required or permitted to be given shall be sufficiently given if in writing and upon mailing by registered or certified mail, postage prepaid, to either party at the address of such party or such other address as shall have been designated by written notice by such party to other party.

(b) EFFECTIVENESS. Any notice of other communication required or permitted to be given under this Agreement will be deemed given on the day when delivered in person, or the third business day after the day on which such notice was mailed in accordance with Section 8(a).

9. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the internal substantive laws, but not the choice of law rules, of the State of Texas.

10. SEVERABILITY. The invalidity or unenforceability of any provision of this Agreement, or any terms hereof, shall not affect the validity or enforceability of any other provision or term of this Agreement.

11. INTEGRATION. Except as otherwise expressly provided other wise herein, this Agreement represents the entire agreement and understanding between the parties as to the subject matter herein and supersedes all prior or contemporaneous agreements, whether written or oral. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by duly authorized representatives of the parties hereto.

12. TAXES. All payments made pursuant to this Agreement shall be subject to withholding of applicable income and employment taxes.

13. INDEMNIFICATION. In the event Employee is made, or threatened to be made, a party to any legal action or proceeding, whether civil or criminal, by reason of the fact that Employee is or was a director or officer of the Company or serves or served any other corporation fifty percent (50%) or more owned or controlled by the Company in any capacity at the Company's request, Employee shall be indemnified by the Company, and the Company shall pay Employee's related expenses when and as incurred, all to the fullest extent permitted by law.

14. ARBITRATION. Except for proceedings seeking injunctive relief, including, without limitation, allegations of misappropriation of trade secrets, copyright or patent infringements, or breach of any anti-competition provisions of the Agreement, any controversy or claim arising out of or in relation to this Agreement, or the breach thereof, shall be settled by arbitration in accordance with the commercial arbitration rules of the American Arbitration Association ("AAA"), and judgement upon the

award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Arbitration of this Agreement shall include all claims, regardless of whether the dispute arises during the term of the Agreement, at the time of termination or thereafter. Either party may initiate the arbitration proceedings, for which the provision is herein made, by notifying the opposing party, in writing, of its demand to arbitrate. In any such arbitration there shall be appointed one arbitrator who shall be selected in accordance with the AAA Commercial Arbitration Rules. The place of arbitration shall be Austin, Texas. The parties agree that the award of the arbitrator shall be the sole and exclusive remedy between them regarding any claims, counterclaims, issues or accountings presented or plead to the arbitrator; that the arbitrator shall be the final judge of both law and fact in arbitration of disputes arising out of or relating to this Agreement, including the interpretation of the terms of this Agreement. The parties further agree it shall be the sole and exclusive duty of the arbitrator to determine the arbitrability of issues in dispute and that neither party shall have recourse to the court of such a determination.

IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by a duly authorized officer, as of the day and year first above written.

CIRRUS LOGIC, INC.

By:  /s/ STEVEN D. OVERLY
   -----------------------------------
   Name:  Steven D. Overly
   Title: Senior Vice President, Human
   Resources, General Counsel and
   Secretary

DAVID FRENCH

     /s/ DAVID FRENCH
--------------------------------------

EXHIBIT 10.7

MODIFIED TRIPLE NET LEASE

1. LEASE TERMS

1.01 Premises: The leased Premises located within the Project as indicated on Exhibit "A-1" and outlined on Exhibit "A-2" contains approximately 54385 rentable square feet. The address of the leased Premises is:

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     1.02  Building: The Premises is located in the Building indicated on

Exhibit "A-1" and contains 54385 rentable square feet and is part of the Project.

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     1.03  Project: The Project, as indicated on Exhibit "A-1", which consists

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     1.04  Property: The Premises, the Project, and all Lessor's land thereunder

or appurtenant thereto as describe Exhibit "A" represent the Property.

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     1.06  Lessor's Notice Address: Lessor's Notice Address is: PS BUSINESS
                                                              ------------------

  Base Rent              Applicable Period

$43,508.00               Beginning AUGUST 1, 2000          Ending  JULY 31, 2001
----------                         --------------                  -------------
$44,867.63               Beginning AUGUST 1, 2001          Ending  JULY 31, 2002
----------                         --------------                  -------------
$46,227.25               Beginning AUGUST 1, 2002          Ending  JULY 31, 2003
----------                         --------------                  -------------
$47,586.88               Beginning AUGUST 1, 2003          Ending  JULY 31, 2004
----------                         --------------                  -------------
$48,946.50               Beginning AUGUST 1, 2004          Ending  JULY 31, 2005
----------                         --------------                  -------------

1.10 Security Deposit: $ 48,946.50 payable in lawful money of the United States of America.

1.12 Initial Monthly Rent Charges: Base Rent (1.09)              $43,508.00
                                                                 ----------
                                   CAM       (1.14)              $ 5,776.83
                                                                 ----------
                                   Taxes     (1.14)              $ 7,625.00
                                                                 ----------

the size of the Project,

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Premises or Building changes.

         1.14     Operating Expense Estimate: Lessee's Operating Expense
                  Estimate is N/A
                              -------------------------------------------------

2. LETTING; CONDITION; POSSESSION

2.01 Lessor leases to Lessee, and Lessee leases from Lessor, the Premises, as indicated in Paragraph 1.01 in consideration of Lessee's payment of Base Rent and other payments hereunder subject to all of the terms, covenants and conditions of this Lease and all recorded matters, laws, ordinances and governmental regulations and orders. Lessee's possession and occupancy of the Premises constitutes Lessee's acknowledgment that it has satisfied itself with respect to the overall condition of the Premises, the present and future suitability of the Premises for Lessee's intended use and the substantial completion of Lessor constructed Lessee Improvements, if any, consistent with Paragraph 10 below and specifically set forth in Exhibit "B".

2.02 Lessee shall only use the Premises for its permitted use. Lessee shall not occupy or use the Premises or any part thereof for other than its permitted use and not for any use or purpose which is unlawful or deemed by Lessor to be disreputable in any manner or dangerous to life, limb or property.

2.03 Unless otherwise provided herein, any statement of square footage set forth in this Lease is an approximation which Lessor and Lessee agree is reasonable for all purposes and shall be the basis for this Lease. Lessor reserves the right to change Lessee's proportionate share to reflect any increase or decrease in the common area. Any use of the terms "rentable" and "usable" is for convenience only, and such descriptions represent Lessor's interpretation of such terms. If there are no Tenant Improvements or Exhibit B is not attached hereto, then Lessee accepts the Premises in "AS-IS" condition and Lessor shall have no obligation to provide or pay for any repair or other work therein, except as stated in this Lease; and Lessee shall obtain and deliver to Lessor a certificate of occupancy for the Premises from the appropriate governmental authority.

2.04 Lessor will deliver, where applicable, all systems in the Premises to Lessee with existing plumbing, electrical, fire sprinkler, lighting, air conditioning, heating and mechanical, in good working condition. Lessee has thirty (30) days after the Lease Term commences, or Lessee's occupancy, whichever is sooner, to notify Lessor, in writing, of any non-operative items, and Lessor will promptly rectify same at Lessor's sole cost. However, if Lessee does not give Lessor written notice of any non-operative items within this notification period, all repairs to the Premises which are Lessee's responsibility per Paragraph 11.01 of this Lease will become the obligation of Lessee at Lessee's sole cost and expense.

2.05 On the date Lessee takes possession of the Premises, to Lessor's best knowledge, all Lessor-constructed Lessee Improvements on or in the Premises as set forth in Exhibit "B", if any, will comply with all then applicable governmental agency laws, codes, regulations, ordinances, covenants and restrictions. However, Lessor makes no warranty nor accepts any responsibility for specifically meeting such compliance presently or in the future with respect to any Lessee activity, including but not limited to: a.) any Lessee Improvements or Lessee Alterations, as defined in Paragraph 10.02 below, made or to be made by Lessee or at Lessee's direction; b.) Lessee's Permitted Use; c.) Lessee's occupancy of the Premises and/or the Property; and
d.) the presence of Lessee's employees, agents, contractors, suppliers, invitees or licensees on or about the Property.

2.06 If for any reason Lessor cannot deliver possession of the Premises on the Commencement Date of the Lease Term, Lessor will not be subject to any liability nor will the validity of this Lease be affected in any manner. However, if Lessee has not caused such delay, there will be a proportionate adjustment of rent to cover the period between the Commencement Date of the Lease Term and the actual date when possession is delivered, and based on the actual date possession is delivered, both the commencement and ending dates of the Lease Term, and the Beginning and Ending dates of each Applicable Period, shall be adjusted accordingly, while the lengths of the Lease Term and each Applicable Period shall remain constant. If for any reason possession of the Premises is not delivered within ninety (90) days of the date the Lease Term commences, Lessor or Lessee, (provided Lessee is not the cause of such delay), may cancel this Lease with written notification. If for any reason Lessee fails to take possession of the Premises within fifteen (15) days after Lessor notifies Lessee in writing that the Premises is ready for Lessee's occupancy, Lessee will be in Breach, as defined in Paragraph 20.02 below, of this Lease.

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2.07 Subject to Paragraph 10.05 and Lessor's right to retain improvements, upon termination of this Lease, Lessee agrees to return the Premises to Lessor in the same condition as received by Lessee as of the original date Lessor delivers the Premises to Lessee, normal wear and tear excepted.

2.08 If Lessee, with Lessor's prior written consent, occupies the Premises prior to the Commencement Date, Lessee's occupancy of the Premises shall be subject to all the provisions of the Lease. Early occupancy of the Premises shall not advance the expiration date of the Lease. Lessee shall not pay Base Rent during the early occupancy period but all other charges shall begin to accrue on the date of such early occupancy. Lessee shall, however, provide Lessor with evidence of insurance coverage pursuant to Paragraph 12, prior to such early occupancy.

3. BASE RENT

3.01 On or before the first day of each calendar month of the Lease Term, Lessee will pay to Lessor in lawful monies of the United States of America, without deduction or offset, prior notice or demand, Base Rent at the place Lessor designates. However, the first month's Base Rent and the Security Deposit will be due and payable concurrently with Lessee's execution of this Lease.

3.02 If indicated in Exhibit "B", Base Rent includes an amortized estimation of Lessor's cost of making Lessee Improvements on Lessee's behalf which, subject to the terms and conditions of this Lease, shall be paid in equal installments as part of Base Rent by Lessee over the Lease Term. Subject to the provisions of Exhibit "B", should Lessor and Lessee agree to any additional Lessee Improvements not included in this estimate or if actual Lessee Improvement costs and expenses exceed this estimate, Lessor may increase Base Rent according to the terms and conditions outlined in Exhibit "B".

4. ADDITIONAL RENT

4.01 Unless otherwise specifically stated, any charge payable by Lessee under this Lease other than Base Rent is called "Additional Rent". Additional Rent is to be paid concurrently with and subject to the same terms and conditions of Base Rent. The term "rent" whenever used in this Lease means Base Rent, Additional Rent and/or any other monies payable by Lessee under the terms of this Lease. In the event any rent payable under this Lease commences or ends on a day other than the first day of a calendar month, the actual number of days in the prorated month will be used as the basis for the calculation.

4.02 "Operating Expenses" as used herein shall include all costs and expenses, operation, maintenance, and repair of the Premises, Building, Project and Property, or any part thereof, incurred by Lessor including but not limited to: (1) Property supplies, materials, labor, equipment, and tools; (2) Lessor-incurred utility and service costs and expenses (as further described in Paragraph 4.03B below), security, janitorial, and all applicable service and maintenance agreements; (3) Property related legal, accounting, and consulting fees, costs and expenses; (4) insurance premiums for all policies deemed necessary by Lessor and/or its lenders, and all deductible amounts under such policies (as further described in Paragraph 4.03C below); (5) costs and expenses of operating, maintaining, and repairing common areas of the Property, including but not limited to, hallways, restrooms, conference rooms, exercise rooms, equipment and telephone rooms, driving, parking and other paved or unpaved areas (including but not limited to, resurfacing and striping), landscaped areas (including but not limited to, tree trimming), walkways, building exteriors (including but not limited to, painting and roof repairs), signs and directories, and elevators and stairways; (6) capital improvements and replacements (including all financing costs and interest charges) which have been made to improve the operating efficiency of the Property; (7) capital improvements and replacements (including but not limited to, all financing costs and interest charges) required by any governmental authority or law including but not limited to, compliance required under the Americans with Disabilities Act of 1990; (8) compensation (including but not limited to, any payroll taxes, worker's compensation for employees, and customary employee benefits) of all persons, including independent contractors, who perform duties, or render services on behalf of, or in connection with the Property, or any part thereof, including but not limited to, Property operations, maintenance, repair, and rehabilitation; (9) Property management fees; (10) Real Property Taxes (as further described in Paragraph 4.03A below), provided, however, wherever the Lessee and/or any other lessee of space within the Property has agreed in its lease or otherwise to provide any item of such services partially or entirely at its own expense, or wherever in the Lessor's judgment any such significant item of expense is not incurred with respect to or for the benefit of all of the space within the Property, in allocating the Operating Expenses pursuant to the foregoing provisions of this subsection the Lessor shall make an appropriate adjustment, as aforesaid, so as to avoid allocating to the Lessee or to such other lessee (as the case may be) those Operating Expenses covering such services already being provided by the Lessee or by such other lessee at its own expense, or to avoid allocating to all of the net rentable space within the Property those Operating Costs incurred only with respect to a portion thereof, as aforesaid.

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4.03A "Real Property Taxes" as used herein shall include any fee, license, tax, late fee, levy, charge, assessment, penalty (if a result of Lessee's delinquency or negligence), or surcharge (hereinafter individually and/or collectively referred to as "Tax") imposed by any authority (including but not limited to, any federal, state, county, or local government, or any school, agricultural, lighting, drainage, or other improvement district, or public or private association) having the direct or indirect power to tax and where such Tax is imposed against the Property; or any part thereof, or Lessor in connection with its ownership or operation of the Property, including but not limited to: (1) any Tax on Lessor's right to receive, or the receipt of, rent or income from the Property, or any part thereof, or Tax against Lessor's business of leasing the Property; (2) any Tax by any authority for services or maintenance provided to the Property, or any part thereof, including but not limited to, fire protection, streets, sidewalks, and utilities; (3) any Tax on real estate or personal property levied with respect to the Property, or any part thereof, and any fixtures and equipment and other property of Lessor or the Property used in connection with the operation, maintenance or repair of the Property; (4) any Tax imposed on this transaction, or based upon a reassessment of the Property, or any part thereof, due to a change in ownership or transfer of all or part of Lessor's interest in the Property, or any part thereof and,
(5) any Tax replacing, substituting for, or in addition to any Tax previously included with this definition. Real Property Taxes do not include: (1) Lessor's federal or state income, franchise, inheritance, or estate taxes; or (2) Lessee's personal property taxes (taxes charged against Lessee's trade fixtures, furnishings, equipment, or other personal property) which are the sole responsibility of Lessee, and shall be billed directly to, and paid in a timely manner by Lessee.

4.03B "Utility and Service Costs" as used herein shall include all Lessor incurred utility and service costs and expenses including, but not limited to water, electricity, gas, heating, lighting, steam sewer, waste disposal, air conditioning, heating and ventilation.

4.03C "Insurance" as used herein shall include all insurance premiums for all policies deemed necessary by Lessor and/or its lenders, including but not limited to, worker's compensation, liability, commercial general liability, automobile, rental interruption insurance and any and all additional endorsements, extended coverage, riders under or attached to such policies.

4.04 Throughout the Lease Term, Lessee will pay as Additional Rent its proportionate share (of the Project and/or building, as applicable) of Operating Expenses which will be equal to each calendar year's total Operating Expenses multiplied by Lessee's Proportionate Share. In the event Lessee is only responsible for a portion of a given calendar year, Lessee's share will be based on the actual number of elapsed applicable days. All Operating Expenses will be adjusted to reflect an average Project occupancy level of eighty percent (80%) during any calendar year in which the Project is not at least eighty percent (80%) occupied. Operating Expense Estimates and actualized Operating expenses will be determined as outlined in 4.05A, 4.05B below and subject to the provisions of 4.07.

4.05 Lessee's Operating Expense estimates shall be determined as follows:

4.05A. Lessee's Operating Expense estimates: On or about April 1st of each calendar year, Lessor will provide Lessee with a statement of: (1) Lessee's annual share of estimated Operating Expenses for the then current calendar year;
(2) Lessee's new monthly Operating Expense estimate for the then current year; and, (3) Lessee's retroactive estimate correction billing (for the period of January 1st through the date immediately prior to the commencement date of Lessee's new monthly Operating Expense estimate) for the difference between Lessee's new and previously billed monthly Operating Expense estimates for the then current year.

4.05A(1). Annual estimate share: Lessee's annual share of estimated Operating Expenses for the then current calendar year shall be determined by multiplying Lessor's estimated total Operating Expenses for the then current calendar year, by Lessee's Proportionate Share (of the Project or Building, as applicable) identified in Paragraph 1.11.

4.05A(2). Monthly Operating Expense estimate: Lessee's new monthly Operating Expense estimate for the then current calendar year shall be calculated by dividing Lessee's annual share of estimated Operating Expenses, as determined above, by 12.

4.05A(3). Retroactive estimate correction: Lessee's share of the change in Operating Expense estimates retroactive to January 1st of each year shall be determined as follows:
For the then current calendar year, the total of Lessee monthly Operating Expense estimates billed prior to the commencement of Lessee's new monthly Operating Expense estimate shall be subtracted from Lessee's new monthly Operating Expense estimate multiplied by the number of elapsed months within the same period.

4.05B. Lessee's share of actualized annual Operating Expenses: On or about April 1st of each year, Lessor will provide Lessee with a statement reflecting the total Operating Expenses for the calendar year just ended. If the total of Lessee's Operating Expense estimates billed for the calendar year just ended

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are less than Lessee's share of the actualized Operating Expenses for the calendar year just ended, the statement will indicate the payment amount and date due. If Lessee has paid more than its share of Operating Expenses for the preceding calendar year, Lessor will credit the overpayment towards Lessee's future Operating Expense obligations. IF LESSEE IS DUE A CREDIT AT THE EXPIRATION OF THE LEASE TERM, SUCH CREDIT WILL BE REFUNDED TO LESSEE BY MAIL.

4.06 Under this Lease, monthly Operating Expense estimates, retroactive estimate corrections, and Lessee's share of actualized annual Operating Expenses are considered Additional Rent. Monthly Operating Expense estimates are due on the 1st of each month and shall commence in the month specified by Lessor. Lessee's retroactive estimate correction, and actualized annual Operating Expense charges, if any, shall be due, in full, on the date(s) specified by Lessor.

4.07 Lessee will not be entitled to any reduction, refund, offset, allowance or rebate should any Real Property Taxes be retroactively reduced, credited, abated or exempted by any direct or indirect taxing authority for any prior taxation or assessment period. If Lessor fails to provide Lessee with an Operating Expense statement by April 1st of any calendar year, or elects not to bill Lessee its share of actualized Operating Expenses, and/or Operating Expenses estimate(s), or estimate increase(s) for any period of time, Lessors right to bill and collect these charges from Lessee at a later time is not waived.

4.08 Whether now in force or hereafter in force, Lessee will pay as Additional Rent its share of any duties, levies or fees resulting from any statutes or regulations, or interpretations thereof, enacted by any governing authority which pertains to Lessor's or Lessee's use, ownership, occupancy or alteration of the Premises, Project, or Property, or any part thereof. Lessee's share of such duties or fees will be based on Lessee's Proportionate Share as indicated in Paragraph 1.13 or other equitable method determined by Lessor in its sole discretion. In the event the Property, or any part thereof, shares common Operating Expenses, commonly used areas, land or other items not exclusive to the Property, Lessor shall allocate and bill Lessee its share of any costs and expenses attributable to such sharing on an equitable basis, as determined by Lessor in its sole discretion.

4.09 In the event Lessee wishes to audit any Lessee rent charge, such a review shall be performed only at a time and location designated solely by Lessor, and only if Lessee is not in Default, as defined in Paragraph 20.02 below at the time of the audit request and/or at any time during the course of the audit. Lessor and Lessee agree that any Lessee audit must be conducted within six (6) months of the date the rent charge becomes due, and if this audit is not conducted within this period of time, Lessee's right to audit is waived, and the rent charge, as originally billed, including all calculations used as the basis for the Base Year or expense stop shall be deemed conclusive and final for all purposes under this Lease.

5. LATE CHARGES

Any installment, including any partial installment, of Base Rent, Additional Rent, rent or any other rent charge payable which is not received by Lessor within five (5) days after it becomes due, shall be considered past due, and shall constitute a default per Paragraph 20.02 below and Lessee shall, without the necessity of notification from Lessor, pay Lessor a late charge equal to fifty dollars ($50.00) or ten percent (10%) of the then delinquent amount, whichever is greater. Additionally, a fifty dollar ($50.00) handling fee will be paid to Lessor by Lessee for each bank returned check which return shall constitute a Default, and Lessee will be required to make all future payments to Lessor by money order or cashier's check. The acceptance of late charges and returned check charges by Lessor will in no way constitute a waiver of Lessee's Default with respect to any overdue amount nor prevent Lessor from exercising any of its rights or remedies resulting from such late payment.

6. SECURITY DEPOSIT

6.01 Upon Lessee's execution of this Lease, Lessee will deposit with Lessor an initial Security Deposit in the amount specified in Paragraph 1.10 as security for Lessee's full and faithful performance of every provision under this Lease. Lessor will not be required to keep the Security Deposit separate from its general funds and has no obligation or liability for payment of interest thereon (except when required by law). Any time the Base Rent increases during the Lease Term, Lessee will deposit additional monies with Lessor as an addition to the Security Deposit so that the total amount of the Security Deposit will at all times at a minimum bear the same proportion to the then current Base Rent as the initial Security Deposit bears to the initial Base Rent set forth in Paragraph 1.09. Such additional Security Deposit monies will be due and payable concurrently with the next payment of Base Rent, after receipt of written notice from Lessor of the need to increase this Security Deposit as required by this Paragraph.

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6.02 In no event will Lessee have the right to apply any part of the Security Deposit to any amounts payable under the terms of this Lease nor is it a measure of Lessor's damages in event of a Default or Breach by Lessee. If Lessee fails to pay any rent due herein, or otherwise is in Default or in Breach of any provision of this Lease, Lessor may use, apply or retain all or any portion of the Security Deposit for the payment of any amount due Lessor, or to compensate Lessor, for any loss or damage suffered by Lessee's Default or Breach. Within five (5) days after written notification by Lessor, Lessee will pay monies to Lessor sufficient to restore the Security Deposit to the full amount required under this Lease.

6.03 Within sixty (60) days (or as otherwise prescribed by law) after the expiration or earlier termination of the Lease Term and after Lessee has vacated the Premises, Lessor will return to Lessee that portion of the Security Deposit not used or applied by Lessor to fulfill any and all of Lessee's obligations under this Lease.

6.04 At any time during the Lease Term, within ten (10) days after written request from Lessor, Lessee shall deliver to Lessor such financial statements as Lessor reasonably requires to verify the net worth of Lessee or any assignee, subtenant, or guarantor of Lessee. In addition, Lessee shall deliver to any lender designated by Lessor any financial statements required by such lender to facilitate the financing or refinancing of the Property. Lessee represents and warrants to Lessor that each financial statement is a true and accurate statement as of the date of such statement. All financial statements shall be confidential and shall be used only for the purposes set forth in this Lease.

7. USE OF PREMISES; QUIET ENJOYMENT; TRASH

7.01 The Premises will be used and occupied only for Lessee's Permitted Use, as described in Paragraph 1.07. Lessee agrees it has negotiated its Permitted Use in a fair and reasonable manner and, as so written, the Permitted Use is enforceable for all purposes under this Lease. Further, Lessee expressly waives the right to challenge the validity of its Permitted Use, including but not limited to, as defined in Paragraph 20. below, challenges which pertain to Default or Breach of this Lease, mitigation of damages, and any and all Transfers under this Lease.

7.02 Lessee will comply with all conditions and covenants of this Lease, and all applicable governmental agency laws, codes, regulations, ordinances, covenants and restrictions affecting the Property or any part thereof. Lessee will not use or permit the use of the Premises, the Property or any part thereof, in a manner that is unlawful, diminishes the appearance or aesthetic quality of any part of the Property, creates waste or a nuisance, disturbs Lessor, other lessees or any neighboring property occupants, or causes damage to the Property, or any part thereof, or to any neighboring property, personal property or person. Any animals, excepting guide dogs, on or about the Property or any part thereof are expressly prohibited.

7.03 Lessor agrees that so long as Lessee performs all of its obligations under the Lease, Lessee's possession, quiet enjoyment and use of the Premises for the term of the Lease will not be disturbed by Lessor, subject only to the provisions of the Lease.

7.04 Lessee shall be responsible for providing all trash receptacles and pickup for its premises. In the event of any excessive trash in or outside Lessee's premises, as determined by Lessor in its sole discretion, Lessor will have the right to remove such excess trash, charge all costs and expenses attributable to its removal to Lessee, and require Lessee to obtain, at its sole cost and expense, additional trash receptacles, to be placed in a location designated by Lessor for Lessee's specific use. Under no circumstances may any "Hazardous Materials", as defined in Paragraph 14 below, any materials not permitted by law, any materials improperly or illegally handled, stored, contained or released, or any materials which are not permitted by Lessor, as determined in its sole discretion, be disposed of in any trash receptacles located in or about the Property. Lessee will not cause, maintain or permit any outside storage on or about the Property without prior written consent by Lessor, which consent, if given, may be revoked at any time. In the event of any unauthorized outside storage by Lessee, Lessor will have the right, without notice, in addition to such other rights and remedies it may have, to remove any such storage and charge all direct and associated costs and expenses to Lessee.

8. PARKING

All parking will comply with the terms and conditions of this Lease and the parking criteria set forth in Exhibit "D". Unless otherwise stated, Lessee, its employees, agents, contractors, suppliers, invitees and licensees will have a non-exclusive privilege, in conjunction with Lessor, other lessees of the Property, and such other persons as Lessor may designate, to use those parking spaces designated by Lessor for public parking. Vehicles parked in public parking areas will be no larger than full-sized passenger automobiles or

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pick-up trucks. Larger vehicles, if permitted in writing by Lessor, will be parked, loaded and unloaded in locations designated by Lessor. Lessor reserves the right, without notice to Lessee, to tow away at Lessee's sole cost and expense any vehicles parked in any parking area for any continuous period of 24 hours or more, or earlier if Lessor, in its sole discretion, determines such parking to be a hazard or inconvenience to other lessees or Lessor, upon prior written notice to Lessee, or violates any rules or regulations or posted notices related to parking. Lessor shall not be responsible for enforcing Lessee's parking rights against third parties. From time to time, Lessor reserves the right, upon written notice to Lessee, to change the location, the availability and nature of parking spaces, establish reasonable time limits on parking, and, on an equitable basis, assign specific spaces with or without charge to Lessee as Additional Rent.

9. UTILITIES

9.01 Lessor agrees to provide at its cost water and electric service connections (and gas where applicable) to the Premises and telephone service connections to the Building, but Lessee agrees to make all arrangements for and pay directly to the appropriate utility company all costs and expenses of utility services supplied to, and for the use of, Lessee in or about the Premises, including but not limited to, water, gas, heat, light, power, telephone, sewer, sprinkler charges, usage costs and expenses, service fees, connection charges, deposits and any duties or taxes for such utilities.

9.02 If for any reason, Lessor incurs any utility costs and expenses which are attributed to Lessee, as determined by Lessor, Lessee, upon notification from Lessor, shall immediately reimburse Lessor for all such costs and expenses.

9.03 In the event it is not possible for Lessee to pay directly for any utility service, the utility service may, at Lessor's discretion, be obtained in Lessor's name, and Lessee will pay Lessor, as Additional Rent, Lessor's best estimate of Lessee's share of such utility costs and expenses. Lessor's best estimate will be determined by Lessor in its sole discretion and will be subject to change as Lessor deems necessary. Periodically during the Lease Term, Lessor will compare Lessee's utility estimates to actual utility costs and expenses incurred, and bill or credit, whichever is applicable, Lessee for any difference. Lessor reserves the right to separately meter any such service not so separately metered at Lessee's sole cost and expense at any time during the Lease Term, at which time Lessee shall be directly responsible for payment of such expense directly to the utility service provider, if possible.

9.04 Lessor will not be liable or deemed in Default or Breach, nor will there be any abatement of rent, for any interruption or reduction of utilities, utility services or telecommunication services. Additionally, Lessee agrees to comply with any energy conservation programs implemented by Lessor by reason of enacted laws or ordinances, or otherwise.

9.05 Lessor reserves the right, in its sole discretion, to designate, at any time, Lessee's utility equipment and service providers for any utility available for Lessee's use within the Property.

9.06 By execution of this Lease, Lessee acknowledges it has satisfied itself as to the adequacy of any Lessor owned telephone equipment, if any, and the quantity of telephone lines and service connections to the Building available for Lessee's use. Should Lessee require additional equipment, lines or wiring, beyond the initial installation of the outside line to the building itself, any and all associated costs and expense will be borne directly by Lessee and be subject to the provisions of this Lease and Lessor's written approval. Additionally prior to termination of this Lease, Lessee at its sole cost and expense, will remove all equipment, both above and below the ceiling to the phone closet where applicable, (if required by Lessor), including but not limited to, all lines, wiring and all telephone boards belonging to Lessee and restore the Premises to the same condition as before such installation.

9.07 Lessee acknowledges and agrees that the number and installation of telephone lines to its Premises, including any telephone, telecommunication or other communication equipment (specifically including any antennas, towers (microwave or otherwise) or other exterior equipment of any nature) which either utilizes telephone or telecommunications equipment or technology or in any other manner affects Lessor's ability to provide telephone or communications facilities to the Project is subject to Lessor's approval, which will not be unreasonably withheld. Additionally, in the event that Lessee wishes additional telephone, telecommunication or other communication lines or access after the date of Lessee's execution of this Lease, no such additional lines or access shall be permitted nor other telephone, telecommunication or communication related equipment installed without first securing the prior written consent of Lessor, which will not be unreasonably withheld. Any telecommunications installation shall be subject to the following:

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(1) Lessor shall incur no expense whatsoever with respect to any aspect of Lessee's need for additional access or equipment, including without limitation, the costs of installation, consultants, materials, permits, service, etc.

(2) Prior to the commencement of any work in or about the Building to install such additional access, lines or equipment, Lessee shall agree to abide by such rules and regulations as solely determined by Lessor.

(3) Lessor reasonably determines that there is sufficient space in the Building for the placement of all of the lines, access and equipment.

(4) Lessee agrees to compensate Lessor the reasonable amount determined by Lessor for space used in the Building for the storage and maintenance of the equipment, if any lies outside the leased Premises, and for all costs that may be incurred by Lessor in arranging for access by the Lessee's personnel, security for Lessee's equipment, and any other such costs as Lessor may expect to incur.

(5) Any other requirements Lessor may deem reasonable.

The refusal of Lessor to consent to any request shall not be deemed a Default or Breach by Lessor of its obligation under this Lease nor be grounds for any termination or offset by Lessee. Lessee agrees that to the extent service by any telephone or communication equipment is interrupted, curtailed, or discontinued, Lessor shall have no obligation or liability with respect thereto and it shall be the sole obligation of Lessee at its expense to obtain substitute service, but only with Lessor's prior written permission, which shall not be unreasonably withheld. Lessor's consent under this section shall not be deemed a warranty or representation by Lessor as to the availability or suitability of the present or future telephone or communications equipment, connections, compatibility or space available for any additional equipment, lines or access. The provisions of this clause may be enforced solely by the Lessee and Lessor, and are not for the benefit of another party, specifically, without limitation, no telephone or telecommunications provider shall be deemed a third party beneficiary of the Lease.

10. LESSEE IMPROVEMENTS; LESSEE ALTERATIONS AND MECHANIC'S LIENS

10.01 Any improvements constructed under this Lease on behalf of Lessee or at Lessee's expense prior to Lessor's initial delivery of the Premises are referred to throughout this Lease as "Lessee Improvements". All Lessee Improvements will be performed in accordance with the terms and conditions outlined in Exhibit "B". Upon substantial completion, as determined by Lessor, of the Lessee Improvements outlined in Exhibit "B", Lessor will be relieved of any further obligation to alter, change, decorate or improve the Premises, or any part thereof.

10.02 Lessor's prior written consent is required for any: (a) Lessee constructed Lessee Improvements; and (b) any alterations, utility installations, additions, or other improvements made by Lessee, at its sole cost and expense, after Lessor's initial delivery of the Premises (hereafter collectively referred to as Lessee Alterations). Lessor's consent will be conditioned upon its approval of: (i) Lessee's contractor(s); (ii) detailed plans and work specifications of Lessee Alterations; and (iii) certificates of insurance from Lessee's contractor(s) for commercial general liability, automobile liability and property damage insurance with limits not less than $2,000,000 / $250,000 / $500,000 respectively endorsed to show Lessor as an additional insured evidencing Lessor's requirement to be notified at least thirty (30) days in advance of any change, expiration or cancellation of any such policies along with proof of a current worker's compensation policy. In addition, Lessee must obtain all approvals and permits required by any and all governmental authorities and provide same to Lessor prior to commencement of any work, and after work commences must comply with all conditions of such approvals and permits and perform work in a prompt and expeditious manner with good and sufficient materials. Lessor also retains the right, as a condition of its consent, to require Lessee to provide Lessor with a lien and completion bond in a form acceptable to Lessor in an amount equal to one and one-half times the estimated cost of Lessee constructed Lessee Improvements and Lessee Alterations and/or require the inclusion of Lessor's non-responsibility language in all contracts in a form approved by Lessor. Lessor shall be entitled to a contract management fee of 15% of the total cost of such construction. Lessee will give Lessor a minimum of fifteen (15) days prior written notice of the commencement of any Lessee constructed Lessee Improvements and Lessee Alterations to allow Lessor sufficient time in which to post notices of non-responsibility or no liability for work then in progress in, on, or about the Premises as provided by law. Upon completion of any improvements, all alterations or additions, Lessee shall deliver to Lessor accurate, reproducible as-built plans of such construction.

10.03 Lessor's approval of any Lessee constructed Lessee Improvements and Lessee Alterations will not create any liability whatsoever on the part of Lessor. By way of example and without limitation, Lessor's approval of Lessee's plans and work specifications will not create any responsibility or liability on

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the part of Lessor for their sufficiency, completeness or compliance with any and all governmental laws, codes, regulations, ordinances, covenants and restrictions (including without reservation any and all provisions of the Americans with Disabilities Act of 1990 applicable to the Property, or any part thereof).

10.04 Lessee will pay when due, all claims for services, labor and materials furnished by, or at the request of Lessee, including any claims which are secured by any mechanic's or materialmen's or other lien against the Property, or any interest therein. Lessee agrees that should any lien be posted on the Property due to work performed, materials furnished, or obligations incurred by Lessee, or its employees, agents, contractors, suppliers, invitees or licensees, Lessee will immediately notify Lessor and proceed to remove such lien. Lessee further acknowledges that it will remain liable to Lessor and indemnify Lessor for any costs and expenses or damages to Lessor or the Property or any interest therein as a result of such lien(s). If Lessee, in good faith, contests the validity of any such lien, claim or demand, Lessee will, at its sole expense, defend and protect itself, Lessor and the Property, or any part thereof. To ensure such protection of Lessor and the Property and any part thereof, Lessor may, at its sole option, require Lessee to provide Lessor with a surety bond satisfactory to Lessor in an amount deemed appropriate by Lessor which will indemnify Lessor against any liability and ensure the Property, or any part thereof, is free from the effect of such a lien or claim. In addition, Lessor may require Lessee to pay all legal fees of Lessor's attorney(s) of choice and any other associated costs and expenses should Lessor decide it is in its best interest to participate in such an action. If Lessee fails to keep the Property, or any part thereof, free from any lien or provide a Lessor approved surety bond, then, in addition to any other rights and remedies available to Lessor, Lessor may take any action necessary to discharge such a lien, including but not limited to, payment to the claimant on whose behalf the lien was filed, and regardless of the corrective action taken by Lessor, Lessee will be liable to Lessor for all costs and expenses of such action to discharge the lien, including, but not limited to, any legal fees and costs.

10.05 All Lessee Improvements and Lessee Alterations are part of the realty and belong to Lessor. As a condition of Lessor consenting to any Lessee Improvements or Lessee Alterations, Lessor reserves the right, at any time to:
(i) require Lessee to pay an amount determined by Lessor to cover the costs of demolishing part or all of any Lessee Improvements or Lessee Alterations and or the cost of returning the Premises to their condition before any such work commenced (normal wear and tear excepted); or (ii) elect to make Lessee the owner of all or any specified part and, upon termination of this Lease, require Lessee to remove same at its sole cost and expense. The provisions of this Paragraph shall survive the termination of this Lease.

10.06 Lessee may, without prior written consent of Lessor, make non-structural installations, within the Premises of its trade fixtures, equipment, and machinery in conformance with all applicable governing agency laws, codes, regulations, ordinances, covenants and restrictions, and they may be removed upon termination of this Lease provided the Premises are restored to its condition at the commencement of this Lease and no material damage to the Premises will occur. All such installations shall be made by a licensed and bonded contractor, approved by Lessor, with all permits obtained when required by law.

10.07 Lessor retains the right to construct or permit construction of improvements, and/or Lessee Alterations, for new and existing lessees and to alter any commonly used areas in or about the Property. Notwithstanding anything which may be contained in this Lease, Lessee understands this right of Lessor and agrees that such construction will not be deemed to constitute a Default or a Breach of this Lease by Lessor. Lessee waives any such claims which it might have arising from such construction.

11. REPAIRS

11.01 This is a net lease. Lessee will, at all times and at its sole cost and expense, keep all parts of the Premises, interior and exterior, in good order, condition and repair, and all equipment and facilities within or serving the Premises, including but not limited to: windows, glass and plate glass, doors and office entry(s), walls and finish work, floors and floor coverings, interior of the roof, foundation, down spouts, gutters, heating and air conditioning systems, electrical systems, dock boards, truck doors, chain link gates and fences, dock bumpers, life safety-sprinkler systems, signage, speed bumps, paving, plumbing work and fixtures, termite and pest extermination, regular removal of trash and debris, snow removal, regular mowing of any grass, trimming, weed removal and general landscape maintenance, keeping the parking areas, driveways, alleys and whole of the Premises in a clean and sanitary condition. Lessee shall at its own costs and expense repaint exterior overhead doors, canopies, entries, handrails, gutters, and other exposed parts of the Building which reasonably require periodic repainting to prevent deterioration or to maintain aesthetic standards. The cost of maintenance and repair of any common party wall (any wall, divider, partition or other structure separating the premises from any adjacent premises occupied by other Lessees) shall be shared equally by Lessee and the lessee occupying the adjacent premises. Lessee shall not damage any party wall or disturb the integrity and support provided by any party wall and shall, at its sole cost and expense, promptly repair any damage or injury to any party wall caused by Lessee or its employees, agents

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or invitees. Lessee will keep the Premises and every part thereof in good order, condition and repair regardless of whether any portion of the Premises requiring repairs, or the means of repairing same are reasonably or readily accessible. Additionally, Lessee shall be obligated to maintain and repair the Premises whether the need for such repairs or maintenance occurs as a result of Lessee's use, any prior use, vandalism, acts of third parties, Force Majeure or the age of the Premises. The standard for comparison of condition will be the condition of the Premises as of the original date of Lessor's delivery of the Premises and failure to meet such standard shall create the need to repair. All Lessee repairs will be made by a licensed and bonded contractor, approved by Lessor, with permits and any other governmental agency approvals and requirements obtained and observed, and conform to all requirements of Paragraph 10.02 herein. Lessor's maintenance and repair obligations are limited to air-conditioning and other equipment, facilities and areas used in common with other lessees, exterior walls, foundations and exterior roofs which Lessor agrees to repair and maintain on behalf of Lessee unless such repairs are due to negligent or intentional acts of Lessee or its employees, agents, contractors, suppliers, invitees or licensees.

11.02 Lessee expressly waives the benefit of any statute or other legal right now or hereafter in effect which would otherwise afford Lessee the right to make repairs at Lessor's expense, whether by deduction of rent or otherwise, or to terminate this Lease because of Lessor's failure to keep the Property, or any part thereof in good order, condition and repair. If Lessee does not keep the Premises in good order, condition, conforming to and consistent with Lessor-specified standard colors, materials and quality, or fails to make any Lessor required maintenance or repairs, Lessor reserves the right to perform such obligations of Lessee on Lessee's behalf, and Lessee will reimburse Lessor for any direct and indirect costs and expenses incurred immediately upon demand. Failure by Lessee to pay for such costs and expenses within five (5) days of written notification by Lessor is a Breach of this Lease.

11.03 In the event the Premises constitute a portion of a multiple occupancy building, Lessor shall perform the roof, paving, and landscape maintenance, exterior painting and common sewage line plumbing which are otherwise Lessee's obligation under Paragraph 11.01 above, and Lessee shall, in lieu of the obligations set forth under Paragraph 11.01 above with respect to such items, be liable for its Proportionate Share of the Building (as defined in Paragraph 1.13 above) of the costs and expense of Building maintenance and the care for the grounds around the Building, including but not limited to, the mowing of grass, care of shrubs, general landscaping, maintenance of parking areas, driveways and alleys, roof maintenance, exterior repainting and common sewage line; plumbing; provided, however, that Lessor shall have the right to require Lessee to pay such other reasonable proportion for said mowing, shrub care and general landscaping costs as may be determined by Lessor in its sole discretion, and further provided that if Lessee or any other particular lessee of the Building can be clearly identified as being responsible for obstruction or stoppage of the common sanitary sewage line, then Lessee, if Lessee is responsible, or such other responsible lessee, shall pay the entire cost thereof, upon demand, as Additional Rent.

11.04 Lessee shall, at its own cost and expense, enter into regularly scheduled preventative maintenance/service contract(s) with a maintenance contractor for servicing all heating and air conditioning systems and equipment within the Premises and shall provide Lessor with copies of all service reports. The maintenance contractor and contract must be approved by Lessor. The service contract must include all services suggested by the equipment manufacturer within the operation/maintenance manual and must become effective (and a copy thereof delivered to Lessor) within thirty (30) days of the date Lessee takes possession of the Premises. Each Lease year Lessor, at its option, may inspect the HVAC system to determine that the aforementioned maintenance is being performed. If the HVAC system is not being maintained pursuant to this Section, Lessor will send notice of such lack of maintenance to Lessee and Lessee shall thereafter have thirty (30) days to perform the necessary maintenance. Failure by Lessee to complete the necessary maintenance in such thirty (30) day period shall be a material Event of Default and Lessor shall have the right to cure such Event of Default. Should the inspection demonstrate a lack of maintenance of the HVAC system, Lessee shall pay for the cost of such inspection. Thirty days before Lessee vacates the Premises, Lessor will have the HVAC equipment inspected by a qualified HVAC mechanic at Lessor's expense. If, in the opinion of the HVAC mechanic, the equipment has not been properly maintained, then Lessor may authorize necessary repairs and/or replacements to be made to the system. Such repairs will be deducted from the Lessee's Security Deposit. Lessee shall reimburse Lessor for any and all costs associated with such repairs which exceed the amount of any Security Deposit. The remainder of the Security Deposit, if any, shall be refunded to Lessee in accordance with the terms of the Lease.

12. INSURANCE

12.01 Except as expressly provided as Lessee's Permitted Use, or as otherwise consented to by Lessor in writing, Lessee will not do or permit anything to be done within or about the Premises or the Property which will increase the existing rate of any insurance on any portion of the Property or cause the

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cancellation of any insurance policy covering any portion of the Property. Lessee will not keep, use or sell, or permit anyone to keep, use or sell, anything in or about the Premises, which may be prohibited by the standard form of fire and other insurance policies. Lessee will, at its sole cost and expense, comply with any requirements of any insurer of Lessor and of Lessee.

12.02 Lessee agrees to maintain in full force and effect at all times during the Lease Term, at its sole cost and expense, for the protection of Lessee and Lessor, policies of insurance which afford the following coverage:

(a)    Worker's Compensation            Statutory Requirements
       Employers Liability              Not less than $1,000,000.00
(b)    Commercial General Liability     Not less than $1,000,000.00
                                          per occurrence
                                        Not less than $2,000,000.00
                                          aggregate this location

Commercial policies shall insure on an occurrence and not a claims-made basis and cover the Premises, Project and Property. The policy shall cover liability arising from premises, operations, independent contractors, products-completed operations, personal injury, advertising injury and liability assumed under an insured contract and not be excess.

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         (c)    Automobile Liability             Not less than $300,000.00
                                                   combined single limit
                                                   including property damage

         (d)    "All Risk" coverage including fire and extended
                 coverage, vandalism, malicious mischief and any other perils
                 normally covered therein. This insurance coverage must be upon
                 the Premises and all property owned by Lessee, for which Lessee
                 is legally liable, or which is made at the expense of or at the
                 request of Lessee, including but not limited to, any Lessee
                 Improvements, Lessee Alterations, furniture, fixtures,
                 equipment, installations and any other personal property of
                 Lessee, in an amount not less than their full replacement
                 value, and with a deductible, which is usual and customary to a
                 company of Lessee's size and business. All proceeds of this
                 insurance shall only be used for the repair and replacement of
                 property so insured, and Lessee hereby assigns to Lessor all
                 its rights to receive any proceeds of such insurance policies
                 attributable to any Lessee Improvements and Lessee Alterations.

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The limits of the insurance coverage required under this Lease will not limit the liability of Lessee nor relieve Lessee of any obligation hereunder. All insurance to be carried by Lessee will be primary to, and non-contributory with Lessor's insurance, and contain cross-liability endorsements.

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         12.03 Lessee will name Lessor (and, at Lessor's request, any Mortgagee)

and each of its officers, subsidiaries, partners, officers, directors, and employees as additional insureds on all insurance policies required of Lessee under this Lease, other than Auto Liability, Worker's Compensation and Fire and Extended coverage (except on improvements or alterations to Lessees' Premises for which Lessor shall be named an additional insured). Such insurance policies carried by Lessee will include an express waiver of subrogation by the insurer in favor of Lessor, permit the insured, prior to any loss, to agree with a third party to waive any claim it might have against said third party without invalidating the coverage under the insurance policy, and will release Lessor and any of its agents and employees from any claims for damage to any person, to the Property of which the Premises are a part, any existing improvements, etc., Lessee Improvements and Lessee Alterations to the Premises, and to any furniture, fixtures, equipment, installations and any other personal property of Lessee caused by or resulting from, risks which are to be insured against by Lessee under this Lease, regardless of cause, except for grossly negligent or intentional acts by Lessor. Lessee's failure to provide evidence of this required insurance coverage to Lessor shall constitute a Default under this Lease, and Lessee's failure, at any time during the Lease Term, to maintain, in full force and effect, this coverage, as required, shall constitute a Breach under this Lease.

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         12.04 Lessee will deliver to Lessor, (and, at Lessor's request any

Mortgagee, Assignee or Receiver) simultaneously with its execution of this Lease, (and thereafter at least thirty (30) days prior to expiration, cancellation or change in any Lessor required certificates of insurance), certificates of insurance evidencing, at a minimum, the coverage specified in Paragraph 12.02. All insurance required hereunder will be with companies licensed and authorized to do business in the state in which the Property is located and holding a "General Policyholders Rating" of "A-, VII" or better, as set forth in the most current Best's Insurance Guide.

12.05 Lessor will secure and maintain, at Lessee's expense, Insurance coverage in such limits as Lessor may deem reasonable in its sole judgment to afford Lessor adequate protection. Lessor's coverage, where applicable, will contain an express waiver of subrogation.

12.06 Lessor makes no representation that the insurance policies and coverage amounts specified to be carried by Lessee or Lessor under the terms of this Lease are adequate to protect Lessee, and in the event Lessee believes that such insurance is insufficient, Lessee will provide, at its own expense, such additional insurance as Lessee deems adequate.

12.07 As to any insurance proceeds received by Lessor, such proceeds shall for all purposes be deemed Lessor's sole property, free from any claims of Lessee, and unless otherwise stated, available for Lessor's exclusive use as it may alone determine in the exercise of its sole discretion.

13. INDEMNIFICATION AND WAIVER OF CLAIMS

EXCEPT FOR DAMAGES AND/OR INJURY RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF LESSOR, Lessee waives all claims against Lessor for any damage to any property in or about the Property and for injury to any persons, including death resulting therefrom, regardless of cause or time of occurrence. Lessee will indemnify, protect, defend and hold harmless Lessor from and against all claims, losses, damages, costs, expenses and liabilities, including legal fees, arising out of, involving, or in connection with Lessee's occupancy of the Premises, presence on the Property, the conducting of Lessee's business and any act, omission or neglect of Lessee, its agents, contractors, employees, suppliers, licensees or invitees except for any damage or injury which is the direct result of the gross or intentional acts by Lessor, its agents, contractors, employees, suppliers, licensees or invitees. In the event any action or proceeding is brought against Lessor, its agents, contractors, employees, suppliers, licensees or invitees, by reason of the foregoing, Lessee, upon notice by Lessor, will defend Lessor, its agents, contractors, employees, suppliers, licensees or invitees, at Lessee's sole cost and expense, and by counsel reasonably satisfactory to Lessor.

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14.      HAZARDOUS MATERIALS

         14.01 For purposes of this Lease, "Hazardous Materials" will mean any

product, substance, chemical, material or waste whose presence, nature, quantity and/or intensity of existence, use, manufacture, disposal, transportation, spill, release or effect, either by itself or in combination with other materials expected to be on the Property, now or in the future, is either: (i) potentially injurious to the public health, safety or welfare, the environment or the Property, or any part thereof; (ii) regulated or monitored by any governmental authority; or (iii) a basis for potential liability of Lessor to any governmental authority or third party. Hazardous Materials will include, but not be limited to, solvents, petrochemical products, flammable materials, explosives, asbestos, urea formaldehyde, PCB's, chlorofluorocarbons, freon or radioactive materials. Lessor, however, grants Lessee permission to keep small amounts of materials or substances in the Premises which are necessary for Lessee's normal business operations. Lessee agrees to provide Lessor, prior to its occupancy of the Premises, a list of all materials and substances, their locations within the Premises, and methods of storage. Lessee further agrees to comply with all future requests for information by Lessor including but not limited to copies of all applicable Material Safety Data Sheets (MSDS sheets).

14.02 Lessee will not cause or permit any Hazardous Materials to be brought upon, kept, stored, discharged, released or used in, under or about any portion of the Property by itself, its agents, employees, contractors, subcontractors, licensees or invitees, without the prior written consent of Lessor, and Lessor's consent will be in its sole discretion. Should Lessor grant such consent, Lessee shall: (1) use such Hazardous Material only as is reasonably necessary to Lessee's business, in small, properly labeled quantities; 2) handle, use, keep, store, and dispose of such Hazardous Material using the highest accepted industry standards and in compliance with all applicable regulatory agencies and governmental Hazardous Materials requirements; (3) maintain at all times with Lessor a copy of the most current MSDS sheet for each such Hazardous Material; and (4) comply with such other rules and requirements Lessor may from time to time impose.

14.03 Should Lessor give Lessee its consent to bring on or about the Property any Hazardous Materials, Lessee will comply with all federal, state and local laws, ordinances, and rules and regulations relating to Hazardous Materials, including but not limited to, current rules and regulations or levels and standards as set from time to time by the Environmental Protection Agency, the U.S. Occupational Safety and Health Administration, or any other governmental agency. It is not necessary that any presence or contamination of the Premises reflect any government mandated threshold or quantity in order for Lessor to take any action under this Paragraph 14.

14.04 Upon expiration or earlier termination of this Lease, Lessee will, at Lessee's sole cost and expense, cause all Hazardous Materials brought on the Property by Lessee, its agents, contractors, employees, suppliers, licensees or invitees, to be removed from the Property in compliance with any and all applicable Hazardous Material disposal laws. If Lessee or its agents, contractors, employees, suppliers,

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licensees or invitees, violates the provisions of this Paragraph 14, or performs any act or omission, or contaminates, or expands the scope of contamination of the Premises, the Property, or any part thereof, the underlying groundwater, or any property adjacent to Lessor's Property, then Lessee will promptly, at Lessee's expense, take all investigatory and/or remedial action (collectively called "Remediation") that is necessary to clean up, remove and dispose of such Hazardous Materials and any contamination so caused in compliance with any applicable Hazardous Material laws and regulations. Lessee will also repair any damage to the Premises and any other affected portion(s) of the Property caused by such Hazardous Material presence, investigation and Remediation.

14.05 With respect to any Remediation of the Premises, the Property or any portion thereof, Lessee will provide Lessor with written notice of Lessee's intended Remediation, including Lessee's method, time and procedure of Remediation, and Lessor will have the right to require reasonable changes in such method, time or procedure before Lessee commences any such work. Lessee will not commence any Remediation of Hazardous Materials in any way connected with the Property, or any portion thereof, without first notifying Lessor, in writing, of Lessee's intention to do so and affording Lessor ample opportunity to appear, intervene or otherwise appropriately assert and protect Lessor's interest.

14.06 Lessee will immediately notify Lessor in writing of any governmental or regulatory action threatened, any claim, demand, or complaint made or threatened by any person against Lessee or any portion of the Property relating to damage, contribution, cost recovery compensation, or loss or injury resulting from any Hazardous Materials, and any report made to any governmental authority arising out of any Hazardous Materials on, or removed from, the Property or any portion thereof. Lessor retains the right to join and participate, as a party, in any legal actions affecting the Property or any portion thereof initiated in connection with Hazardous Materials laws.

14.07 Lessee will indemnify, protect, defend and forever hold Lessor, its agents, employees, lenders and ground lessor, if any, and the Premises, the Property, or any portion thereof, harmless from any and all damages, losses, liabilities, judgments, penalties, claims, obligations, attorneys' and consultants' fees and any other costs and expenses arising out of any failure of Lessee, its agents, contractors, employees, suppliers, licensees or invitees to observe any covenants of this Paragraph 14 of this Lease. Non-compliance by Lessee with any provisions of this Paragraph 14 shall constitute a Breach under this Lease, and all provisions of this Paragraph 14 shall survive any termination of this Lease.

15. AUCTIONS AND SIGNS

15.01 Lessee will not conduct, nor permit to be conducted, either voluntarily or involuntarily, any auction on or about the Property, without having the express written consent of Lessor, and Lessor will not be obligated to exercise any standard of reasonableness in determining whether or not to grant such consent. Should Lessor grant such consent, Lessee will comply with any requirements of Lessor and any applicable laws governing such an auction.

15.02 Lessee will not place any Signage on or about the Property, or on any part thereof, without the prior written consent of Lessor, which Lessor may withhold in its sole discretion. All approved Lessee Signage will comply with the terms and conditions of this Lease and the sign criteria set forth in Exhibit "C" and Exhibit "D", or other criteria which Lessor may establish from time to time. Non-compliance with any of the provisions of this Paragraph 15, Exhibit "C" or Exhibit "D" shall constitute a Default under this Lease.

16. LESSOR'S ACCESS

16.01 Lessor, its agents, contractors, consultants, servants and employees, will have the right to enter the Premises at any time in the case of an emergency, and otherwise at reasonable times to (a) examine the Premises; (b) perform any obligation to or exercise any right or remedy of Lessor under this Lease; (c) make repairs, alterations, improvements or additions to the Premises or to other portions of the Property as Lessor deems necessary or desirable; (d) perform work necessary to comply with laws, ordinances, rules or regulations of any governing authority or insurance underwriter; (e) serve, post or keep posted any notices required or allowed under the provisions of this Lease or by law;
(f) show, at reasonable times within 180 days of the expiration of this lease, Lessee's Premises to prospective lessees; (g) post on or about the Premises any ordinary "For Lease" signs during the last sixty (60) days of the Lease Term; and (h) perform work at Lessee's sole cost that Lessor deems necessary to prevent waste or deterioration of the Premises should Lessee fail to commence to make, and diligently pursue to completion, its required repairs.

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         16.02 For each of the purposes described in Paragraph 16.01 above,

Lessor will at all times have and retain any necessary keys with which to unlock all doors in, upon and about the Premises, excluding Lessee's vaults and safes. Lessee will not alter any lock or install new or additional locks or bolts on any

door in or about the Premises without obtaining Lessors prior written approval and will, in each event, furnish Lessor with a new key. All access activities of Lessor will be without abatement of rent or liability on the part of Lessor.

17. ABANDONMENT

Lessee will not vacate or abandon the Premises, or permit the Premises to remain unoccupied for any period longer than fifteen (15) consecutive days any time during the Lease Term. If Lessee abandons, vacates or surrenders the Premises, or is dispossessed by process of law, or otherwise, any personal property belonging to Lessee left in or about the Premises will, at the option of Lessor, be deemed abandoned and may be disposed of by Lessor.

18. DAMAGE OR DESTRUCTION

18.01 If the Premises, or any portion of the Property, is damaged or destroyed by fire or other casualty, Lessee will immediately give written notice to Lessor of the casualty and Lessor will promptly repair the damage as set forth in Paragraph 18.03 unless Lessor has the right to terminate this Lease as provided in Paragraphs 18.02 and 18.04, and Lessor elects to so terminate.

18.02 If Lessee, or its agents, contractors, employees, suppliers, licensees or invitees is not the cause of the casualty, Lessor will have the right, but not the obligation, to terminate this Lease following a casualty if any of the following occurs: (i) insurance proceeds (excluding Lessor's deductible and including Lessee's deductible) together with any additional monies Lessee elects, at its option, to contribute are not available to Lessor to pay one hundred percent (100%) of the cost to fully repair the damage; (ii) Lessor determines that the Premises cannot, with reasonable diligence, within six (6) months after Lessor obtains knowledge of the casualty, be fully repaired by Lessor or cannot be safely repaired because of the presence of hazardous factors and conditions, including but not limited to, Hazardous Materials, earthquakes, utility outages and any other similar dangers; (iii) the Premises are damaged or destroyed within the last twelve (12) months of the Lease Term;
(iv) the building within which the Premises is located, or any other portion of the Property, is damaged or destroyed and Lessor (as determined in its sole discretion) cannot reasonably complete such repair within six (6) months of Lessor obtaining knowledge of the casualty; (v) Lessee is in Default or Breach of this Lease at the time of the casualty; or (vi) Lessor would be required under Paragraph 18.05 to abate or reduce Lessee's rent for a period in excess of six (6) months if the repairs were undertaken. If Lessor elects to terminate this Lease pursuant to this Paragraph 18.02, Lessor will give Lessee written notice of this election, and fifteen (15) days after Lessee's receipt of such notice, this Lease will terminate. If Lessor elects to terminate this Lease, subject to the rights of any mortgagee, Lessor will be entitled to retain all applicable Lessee insurance proceeds excepting those attributable to Lessee's furniture, fixtures, equipment, installations, and any other personal property.

18.03 If Lessee, or its agents, contractors, employees, suppliers, licensees or invitees is not the cause of the casualty, and Lessor elects not to terminate this Lease, this Lease will remain in full force and effect, and Lessor will, within ten (10) days after receipt of all applicable insurance proceeds and monies required to fully repair 100% of the Premises, begin the process of obtaining all necessary permits and approvals, and upon receipt thereof, diligently pursue the repair through completion. IF LESSOR CANNOT COMPLETE REPAIRS WITHIN 180 DAYS OF THE CASUALTY LESSEE SHALL HAVE THE RIGHT TO TERMINATE THIS LEASE.

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         18.04 If Lessee, or its agents, contractors, employees, suppliers,

licensees or invitees is the cause of the casualty, or any portion thereof, Lessor may elect any of the following: (i) to continue this Lease in full force and effect; (ii) to make Lessor or Lessee, as determined in Lessors sole discretion, responsible for the completion of all, or any portion, of the repairs necessitated by the casualty, and all such repairs shall be at Lessee's sole cost and expense; and/or (iii) terminate this Lease with fifteen (15) days written notice and retain all applicable Lessee insurance proceeds excepting those specifically attributable to Lessee's furniture, fixtures, equipment, installations, and other personal property. No election by Lessor of any remedy hereunder shall be deemed a limitation on Lessee's liability.

18.05 If Lessor elects not to terminate this Lease, during the period of repair, Lessee's rent will be temporarily abated or reduced in proportion to the degree to which Lessee's use of the Premises is impaired, as determined by Lessor in its sole discretion, beginning the date Lessor obtains knowledge of the casualty and ending on the date all repairs affecting Lessee's use of the Premises are substantially completed, as determined by Lessor in its sole discretion. However, the total amount of such rent abatement or reduction shall not exceed the total amount of insurance proceeds, directly attributable to Lessee's Premises, Lessor may receive from any rental loss insurance coverage it may carry free from any claim of Lessee. Except for the abatement of rent as herein described, Lessee will not be entitled to any compensation or damages for the loss of or interference with Lessee's personal, property (including but not limited to, furniture, fixtures, equipment, and installations), or existing improvements of the Premises, Lessee Improvements, Lessee Alterations or any other improvements on or about any portion of the Property, or business, or use, or

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access to all or any part of the Premises or the Property resulting from such damage, destruction or repair, including but not limited to, any consequential damages, opportunity costs or lost profits incurred or suffered by Lessee. In no event, however, will Lessor be responsible for any abatement of rent if Lessee, or its agents, contractors, employees, suppliers, licensees or invitees is the cause of the casualty, or any part thereof.

19. TRANSFER (ASSIGNMENT/SUBLETTING)

19.01 Lessee will not assign, sell, mortgage, encumber, convey, pledge, sublet or otherwise transfer all or any part of Lessee's right or interest in this Lease, or allow any other person or entity to occupy or use all or any part of the Premises (collectively called "Transfer") without first obtaining the written consent of Lessor. The following shall be deemed a "Transfer" for purposes of this section: a transfer of any ownership interest in Lessee (unless Lessee is an entity whose stock is publicly traded) so as to result in a change in the current control of Lessee; (ii) a grant of a license, concession, or other right of occupancy of any portion of the Premises, or (iii) the use of the Premises by any party other than Lessee. Should Lessee desire a Transfer, Lessee will notify Lessor in writing of: (i) Lessee's intent to Transfer; (ii) the name of the proposed transferee; (iii) the nature of the proposed transferee's business to be conducted on the Premises; (iv) the terms and provisions of the proposed Transfer, and (v) any other information Lessor may reasonably request concerning the proposed Transfer; including but not limited to, a statement of net worth, financial statements covering a specified period of time, environmental reports and a completed environmental questionnaire supplied by Lessor.

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         19.02 Lessee agrees, by way of example and without limitation, that

Lessor may withhold its consent to a proposed Transfer if Lessor in its reasonable judgment determines that the proposed transferee: (a) is of a character or is engaged in a business which is not in keeping with Lessor's standards for the Property, as determined solely by Lessor; (b) has a use which conflicts with a provision of this Lease or proposes an unacceptable risk to Lessor, as determined by Lessor; (c) does not meet the then current financial standards required by Lessor; (d) has been required by any prior lessor, lender or governmental authority to take a remedial action in connection with Hazardous Materials contaminating a property; (e) is unacceptable because Lessee is in Default or Breach under this Lease at the time of the request for Transfer or as of the effective date of the Transfer. Notwithstanding the foregoing, Lessee's right to a Transfer is subject to Lessor's approval of Lessee's financial condition at the time the Transfer is requested by Lessee.

19.03 In the event Lessor consents to a Transfer, the Transfer will not be effective until Lessor is in receipt of a fully executed agreement to Transfer, in a form and of substance acceptable to Lessor, and a Transfer fee of two hundred and fifty dollars ($250.00) which shall represent Lessee's minimum liability for such service. The receipt and cashing of any check by Lessor wherein such check is in a name other than that of Lessee will not constitute a Transfer. Lessor also reserves the right to collect any rents due under this Lease directly from the transferee, and such direct collection will not constitute recognition of the transferee as Lessee or release Lessee or any guarantor of Lessee from any of its obligations under this Lease. Any consideration received by Lessee in excess of Lessee's Base Rent (including Additional Rent) as a result of a Lessor approved transfer shall be due and payable to Lessor and any rights of first refusal, options or expansions under the original lease shall be null and void.

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         19.04 Lessor may, within thirty (30) days after submission of Lessee's

written request for Lessors consent to a Transfer, cancel this Lease (or, as to a subletting or assignment, cancel as to the portion of the Premises proposed to be sublet or assigned) as of the date the proposed Transfer was to be effective. If Lessor cancels this Lease as to any portion of the Premises, then this Lease shall cease for such portion of the Premises, and Lessee shall pay to Lessor all Base Rent and other amounts accrued through the cancellation date relating to the portion of the Premises covered by the proposed Transfer and all brokerage commissions paid or payable by Lessor in connection with this Lease that are allocable to such portion of the Premises. Thereafter, Lessor may lease such portion of the Premises to the prospective transferee (or to any other person) without liability to Lessee.

19.05 If Lessor has not agreed in writing to a Transfer within thirty
(30) days of Lessee's request hereunder, Lessor will be deemed to have rejected Lessee's request.

20. DEFAULT AND BREACH

20.01 Lessee's performance of each of Lessee's obligations under this Lease is a condition as well as a covenant. Lessee's right to continue in possession of the Premises is conditioned upon such

performance. Time is of the essence in the performance of all covenants and conditions. Lessee's failure to perform any of its obligations shall put it in Default or Breach under this Lease.

20.02 A "Default" is a failure to fulfill any terms, conditions, covenants or rules under this Lease. A "Breach" is a Default which has no cure period, stated or otherwise, or a Default which is not cured within the stated cure period provided under this Lease or set by Lessor. Lessor and Lessee agree that if an attorney is consulted by Lessor in connection with a Lessee Default or Breach, $250.00 is a reasonable minimum sum to charge Lessee as Additional Rent to cover Lessor's legal preparation and service costs. Unless otherwise stated in this Lease, Lessee will be in Breach if at any time during the Lease Term:

(a) Lessee fails to make any payment of Base Rent, Additional Rent, or any other monetary payment required to be made by Lessee herein and Lessee does not cure such failure within three (3) days after receipt of Lessor's written notice to Lessee.

(b) Lessee fails to provide Lessor with proof of insurance or performance or surety bond as required under this Lease; and Lessee does not cure such failure within three (3) days after Lessor's written notice to Lessee.

(c) Lessee, at any time during the Lease Term, fails to maintain, in full force and effect, its required insurance coverage.

(d) Lessee fails to ensure that life and property are not endangered, as determined by Lessor in its sole discretion.

(e) Lessee vacates the Premises without the intention to reoccupy same, or abandons the Premises as further described in Paragraph 17.

(f) Lessee fails to observe, perform or comply with any of the non-monetary terms, covenants, conditions, provisions or rules and regulations applicable to Lessee under this Lease and such failure is curable, in the sole opinion of Lessor, and then is not cured within ten (10) days after Lessor's written notice to Lessee; provided, however, that if the nature of Lessee's obligation is such that more than ten (10) days are required for performance, then Lessee will not be in Breach if Lessee commences performance within such ten (10) day period and thereafter diligently, in Lessor's sole opinion, pursues such cure to completion.

(g) Lessor discovers that any financial statement of Lessee or of any guarantor of this Lease given to Lessor, was materially false.

(h) Lessee makes any general arrangement or assignment for the benefit of creditors, becomes a "debtor" as defined in 11 U. S. Code Section 101 or any successor statute, has substantially all it assets located at the Premises or its interest in this Lease appointed to a receiver or trustee, indicates in Lessor's reasonable opinion an inability to pay its debts or obligations as they occur, has an attachment, or execution or other judicial seizure of substantially all of its assets located at the Property or its interest in this Lease.

(i) Lessee is in Breach of any other term or condition of this Lease.

21. REMEDIES OF LESSOR

21.01 If Lessee fails to perform any duty or obligation of Lessee under this Lease, Lessor may at its option perform any such duty or obligation on Lessee's behalf. The costs and expenses of any such performance by Lessor will be immediately due and payable by Lessee upon receipt from Lessor of the reimbursement amount required. In the event of a Breach of this Lease by Lessee as defined in Paragraph 20.02, with or without notice or demand, and without limiting any other of Lessor's rights or remedies, Lessor may:

(a) Terminate Lessee's right to possession of the Premises, in which case this Lease will terminate and Lessee will immediately surrender possession of the Premises to Lessor. Lessor reserves all right and remedies available to it pursuant to the terms and conditions of this Lease as well as under state law (whether by terms of this Lease or otherwise), including, but not limited to any right to change locks. Lessee hereby grants Lessor the full and free right, whether by changing or picking of locks, to enter the Premises with or without process of law. Lessee releases Lessor of any liability for any damage resulting therefrom and waives any right to claim damage for such re-entry. Lessee also agrees that

Lessor's right to re-lease or any other right given to Lessor as a consequence of Lessee's breach hereunder or by operation of law is not relinquished. On such termination, Lessor will be entitled to recover from Lessee: (i) the worth at the time of the award of the unpaid rent which had been earned at the time of the termination; (ii) the worth at the time of the award of the amount by which the unpaid rents which would have been earned after termination until the time of award exceeds the amount of such rental loss that Lessee proves could have been avoided; (iii) the worth at the time of the award of the amount by which the unpaid rents for the balance of the Lease Term after the time of award exceeds the amount of such rental loss for such period that Lessee proves could be reasonably avoided; and (iv) any other amount necessary to compensate Lessor for all the damage approximately caused by Lessee's failure to perform its obligations under this Lease or which in the ordinary course of events would likely result therefrom, including but not limited to, all costs and expenses attributable to recovering possession of the Premises, reletting expenses (including the costs and expenses of any necessary repairs, renovations and alterations to the Premises), costs of carrying the Premises (including but not limited to, Lessor's payment of real property taxes and insurance premiums), actual legal fees and associated costs and expenses, any unearned brokerage commissions paid in connection with this Lease, any unamortized Lessee Improvements, and reimbursement of any deferred rent or other Lease execution inducement.

(b) Continue the Lease and Lessee's right to possession and recover rent as it becomes due. Acts of maintenance or preservation, efforts to relet the Premises, removal or storage of Lessee's personal property or the appointment of a receiver to protect Lessor's interest under this Lease, will not constitute a termination of Lessee's right to possession. Lessor agrees to make reasonable efforts to mitigate its damages provided however, Lessor shall not be required to relet any or all of the Premises prior to leasing other vacant space on the Project, nor shall Lessor be required to accept a tenant of lesser financial quality than Lessee was as of the commencement date of this Lease.

(c) Pursue any other remedy now or hereafter available to Lessor under the laws or judicial decisions of the state wherein the Premises are located.

21.02 In the event of bankruptcy of Lessee, or if Lessee becomes a debtor as defined under the Bankruptcy Code, Lessee assigns to Lessor all its rights, title and interest in the Premises as security for its obligations under this Lease. The expiration or termination of this Lease, and/or the termination of Lessee's right to possession, will not relieve Lessee from any liability accruing during Lessee's Lease Term or by reason of Lessee's occupancy of the Premises. Any efforts by Lessor to mitigate the damages caused by Lessee's Breach of this Lease will not waive Lessor's right to recover damages.

21.03 The "worth at the time of award" referred to in 21.01(a)(i) and 21.01(a)(ii) will additionally include interest computed by allowing interest at the maximum rate allowed by law. The "worth at the time of award" referred to in 21.01(a)(iii) will be computed by discounting the amount at the discount rate of the Federal Reserve Bank of San Francisco in effect at the time of award, plus one percent (1%).

21.04 No right or remedy conferred upon or reserved to Lessor in this Lease is intended to be exclusive of any right or remedy granted to Lessor by statute or common law, and each and every such right and remedy will be cumulative.

22. LANDLORD'S LIEN/STORAGE

22.01 As security for payment of rent, damages and all other payments required to be made by this Lease, Lessee hereby grants to Lessor a lien upon all property of Lessee now or subsequently located upon the leased Premises. If Lessee abandons or vacates any substantial portion of the leased Premises or is in default in the payment of any rent or additional rent, damages or other payments required to be made by this Lease or is in default of any other provision of this Lease, Lessor may enter upon the leased Premises, whether by changing or picking locks, and take possession pursuant to Paragraph 21.01(a) of this Lease of all or any part of the personal property, and may sell all or any part of the personal property at a public or private sale, in one or successive sales to the highest bidder all of Lessee's title and interest in the personal property sold to him. The proceeds of the sale of the personal property shall be applied by Lessor toward the reasonable costs and expenses of the sale, including attorney's fees, and then toward the payment of all sums then due by Lessee to Lessor under the terms of this Lease; any excess remaining shall be paid to Lessee or any other person entitled thereto by law.

22.02 Any and all property which may be removed from the Premises by Lessor pursuant to the authority of this Lease or of law, to which Lessee is or may be entitled, may be handled, removed and

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stored, as the case may be, by or at the direction of Lessor at the risk, cost and expense of Lessee, and Lessor shall in no event be responsible for the value, preservations or safekeeping thereof. Lessee shall pay to Lessor, upon demand, any and all expenses incurred in such removal and all storage charges against such property so long as the same shall be in Lessor's possession or under Lessor's control. Any such property of Lessee not retaken by Lessee from storage within sixty (60) days after removal from the Premises shall, at Lessor's option, be deemed conveyed by Lessee to Lessor under this Lease as by bill of sale without further payment or credit by Lessor to Lessee.

23. SURRENDER OF LEASE NOT MERGER

Unless specifically stated otherwise in writing by Lessor, the voluntary or other surrender of this Lease by Lessee, the mutual termination or cancellation of this Lease, or the termination of this Lease by Lessor due to a Breach by Lessee, will not work as a merger, and will, at the option of Lessor, terminate all or any Transfer of the Premises or operate as a Transfer to Lessor of any or all such Transfers.

24. PROFESSIONAL FEES, COSTS AND EXPENSES

24.01 In the event that any party to this Lease initiates an action or proceeding to enforce the terms or this Lease or to declare the rights of a party to this Lease, the prevailing party will be entitled to all actual costs and expenses, including but not limited to, all fees and costs and expenses of appraisers, experts, accountants and attorneys, which obligations shall be deemed to have accrued as of the commencement date of such action or proceeding. Should Lessor be named as a defendant in any legal action or proceeding brought against Lessee in connection with, or arising out of, Lessee's occupancy within the Property, Lessee will pay to Lessor all of Lessor's actual costs and expenses incurred, including its legal fees. Attorneys' fees will not be computed in accordance with any court fee schedule, but will be the actual amount of any fees incurred.

24.02 If Lessor utilizes the services of any attorney with regard to Lessee's occupancy or tenancy under this Lease, Lessor will be entitled to reimbursement by Lessee of its legal fees, and all other costs and expenses, whether or not a legal action is commenced by Lessor.

25. CONDEMNATION

If any portion of the Premises or any portion of the Building in which the Premises is located, or any portion of the Property which would substantially interfere with Lessor's ownership, or Lessor's or Lessee's ability to conduct business is taken for any public or quasi-public purpose by any governmental authority, including but not limited to, by exercise of the right of appropriation, inverse condemnation, condemnation or eminent domain, or sold to prevent such taking, Lessor, at its option, may terminate this Lease without recourse by Lessee. Any award for such taking or payment made under such threat of exercise of such power will be the property of Lessor, whether such award be made as compensation for diminution of value of the leasehold or for the taking of the fee, or as severance damages; however, Lessee will be entitled to any compensation, separately awarded to Lessee for Lessee's relocation expenses. If this Lease is not terminated, Lessor will promptly proceed to restore the Premises and/or any portion of the Property used in common by all lessees to substantially the same condition as prior to such taking allowing for any reasonable effects of such taking. Should a partial taking directly affect a portion of Lessee's Premises and Lessor does not exercise its right to terminate this Lease, Lessor will make an appropriate allowance to Lessee for the rent corresponding to the term during which, and to the part of the Premises which, Lessee is deprived on account of such taking and restoration.

26. RULES AND REGULATIONS

Lessee agrees to abide by, keep and observe all rules and regulations Lessor has set forth in Exhibit "D". Lessor reserves the right to modify and amend them upon prior written notice to Lessee as it deems necessary and will not be responsible to Lessee for any nonperformance by any other lessee, occupant or invitee of the Property of any said rules and regulations. Violation by Lessee, its employees, agents, contractors, suppliers, invitees or licensees will be deemed a Default under this Lease.

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any other charges are paid in advance, if any; (iii) acknowledgment that there are not, to Lessee's knowledge, any uncured Defaults on the part of Lessor, or stating the nature of any uncured Defaults; (iv) the current Base Rent amount and the amount and form of the Security Deposit on deposit with Lessor; and (v) any other information as Lessor, Lessor's agents, mortgagees and prospective purchasers may reasonably request, including but not limited to, any requested information regarding Hazardous Materials. Lessee's failure to deliver such statement within ten (10) days of its receipt will be deemed as Lessee's conclusive confirmation that: (1) this Lease (including specifically the Base Rent, Additional Rent and Lease Term) is in full force and effect and without modification except as may be represented by Lessor; (2) neither Lessor nor Lessee are in Default under the Lease; and (3) not more than one (1) month's rent charges, if any, are paid in advance. Such failure shall be deemed, at Lessor's option, a Breach of this Lease.

28. SALE BY LESSOR

Upon the sale or any other conveyance by Lessor of the Property, or any portion thereof, Lessor will be relieved of all liability under any and all of its covenants and obligations contained in or derived from this Lease or arising out of any act, encumbrance, occurrence or omission occurring after the date of such conveyance.

29. NOTICES

All written communications and notices required under this Lease shall be considered sufficiently given and served if sent to: 1) Lessee by U.S. mail (First Class, postage prepaid), personal delivery or by other reasonable method (including posting on or about the Premises), unless otherwise required by law, to the address indicated in Paragraph 1.05 and shall be deemed received three
(3) days after such mailing, personal delivery or posting; 2) Lessor by U.S. mail (First Class, postage prepaid), registered or certified (unless otherwise required by law) to the address indicated in Paragraph 1.06 and shall be deemed received five (5) days after such mailing; and 3) Lessee by facsimile or overnight delivery and shall be deemed received twenty-four (24) hours after transmission of such facsimile or placement in an overnight depository. At any time during the Lease Term, Lessor or Lessee may specify a different Notice Address by providing written notification to the other.

30. WAIVER

No waiver by Lessor of a Default or Breach of any term, covenant or condition of this Lease by Lessee, will be deemed a waiver of any other term, covenant or condition of this Lease, or of any subsequent Default or Breach of Lessee of the same or any other term, covenant or condition of this Lease, nor will any delay or omission by Lessor to seek a remedy for any Lessee Default or Breach of this Lease be deemed a waiver by Lessor of its remedies or rights with respect to such Default or Breach. Additionally, regardless of Lessor's knowledge of a Default or Breach at the time of accepting rent, the acceptance of rent by Lessor whether on account of monies or damages due Lessor, or otherwise, will not constitute a waiver by Lessor of any Default or Breach by Lessee.

31. LESSEE'S INTENT; HOLDOVER

Unless otherwise specified in this Lease, Lessee will give Lessor, not less than ninety (90) days prior to the expiration date of this Lease Term, written notice of its intent to remain or vacate the Premises on the expiration date of this Lease. If Lessee remains in possession of all or any part of the Premises with Lessors written consent after the expiration of the Lease Term, such possession will constitute a month-to-month tenancy, which may be terminated by either Lessor or Lessee with thirty (30) days written notice and will not constitute a renewal or extension of the Lease Term. If Lessee remains in possession after the Lease Term without Lessor's written permission, such possession will constitute a tenancy-at-will terminable upon forty-eight (48) hour notice by either Lessee or Lessor and will not constitute a renewal or extension of the Lease Term. In the event of a month-to-month tenancy or tenancy-at-will, Lessee's Base Rent will be two hundred percent (200%) of the Base Rent payable during the last month of the Lease Term, and any other sums due under this Lease will be payable in the amounts and at the times specified in this Lease and all options, rights of refusal, expansions and/or renewals shall be null and void. Such tenancy will be subject to every other term, condition and covenant contained in this Lease.

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within the Project. Lessor will give Lessee a written notice of its intention to relocate the Premises and Lessee will complete such relocation within the thirty
(30) days after receipt of such written notice. Lessor shall pay all reasonable costs and expenses of such relocation (excluding any Lessee owned telecommunication equipment, lines, boards and wiring which Lessee must bear the cost of relocating and installing), and the terms and conditions of the Lease will remain in full force and effect except for any actual adjustments in square footage, Base Rent, or Lessee's Proportionate Share that may result from such relocation. If the space to which Lessor proposes to relocate the Lessee are not substantially the same in configuration and finishout as those of the Premises, or if the Base Rent of the new space is not substantially the same as the prior Base Rent, Lessee may so notify Lessor, and if Lessor fails to offer other space satisfactory to Lessee, Lessee may terminate this Lease effective as of the thirtieth (30th) day after Lessor's initial notice.

33. DEFAULT BY LESSOR; LIMITATION OF LIABILITY; REAL ESTATE INVESTMENT TRUST

33.01 In the event Lessor is deemed in Default or Breach in the performance of any obligation required to be performed under this Lease, Lessee will notify Lessor in writing, pursuant to the provisions of Paragraph 29, of Lessor's Default or Breach at Lessor's Notice Address as specified in Paragraph 1.06, and within thirty (30) days of receipt of such notice, Lessor will commence to make a good faith effort to cure the Default or Breach and in a diligent and prudent manner continue to do so until completion.

33.02 The obligations of Lessor under this Lease shall be binding only on Lessor and not upon any of the individual partners, investors, trustees, directors, officers, employees, agents, shareholders, advisors or managers of Lessor in their individual capacities, and with respect to any obligations of Lessor to Lessee, Lessee's sole and exclusive remedy shall be against Lessor.

33.03 In consideration of the benefits, accruing hereunder, Lessee on behalf of itself and all of its Transferees covenants and agrees that, in the event of any actual or alleged failure, Default or Breach of this Lease by Lessor, Lessee's recourse against Lessor for any monetary damages will be limited to the lesser of Lessor's interest in the Property including, subject to the prior rights of any mortgagee, Lessor's interest in the rents of the Property, or Lessor's equity interest in the Property if the Property were encumbered by debt in an amount equal to eighty percent (80%) of its value of the Property as of the initial date Lessee notifies Lessor of the actual or alleged failure, Default or Breach, and any insurance proceeds payable to Lessor. Any action by Lessee will be limited to actual damages only and will not, under any circumstances, include future profits or consequential damages.

33.04 If Lessor is a real estate investment trust, and if Lessor in good faith determines that its status as a real estate investment trust under the applicable provisions of the Internal Revenue Code of 1986, as heretofore or hereafter amended, will be jeopardized because of any provision of this Lease, Lessor may require reasonable amendments to this Lease and Lessee shall not unreasonably withhold or delay its consent thereto, provided that such modifications do not in any way, (i) increase the obligations of Lessee under this Lease or (ii) adversely affect any rights or benefits to Lessee under this Lease. Lessor shall pay all reasonable costs incurred by Lessee, including without limitation, legal fees incurred for reviewing any such proposed modifications.

34. SUBORDINATION

Without the necessity of any additional document being executed by Lessee for the purposes of effecting a subordination, and at the election of Lessor or any mortgagee or any ground lessor with respect to the land of which the Premises are a part, this Lease will be subject and subordinate at all times to: (i) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Property and (ii) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Property, ground leases or underlying leases, or Lessor's interest or estate in any of said items is specified as security. Lessor or any mortgagee or ground lessor will have the right, at its election, to subordinate or cause to be subordinated any ground lessee or underlying leases or any such liens to this Lease. If Lessor's interest in the Premises is acquired by any ground lessor or mortgagee, or in the event any proceedings are brought for the foreclosure of, or in the event of exercise of power of sale under, any mortgage or deed of trust made by Lessor covering the Premises, or in the event a conveyance in lieu of foreclosure is made for any reason, Lessee will, notwithstanding any subordination and upon the request of such successor in interest to Lessor, attorn to and become the Lessee of the successor in interest to Lessor and recognize such successor in interest as the Lessor under this Lease. Lessee acknowledges that although this Paragraph 34 is self-executing, Lessee covenants and agrees to execute and deliver, upon demand by Lessor and in the form requested by Lessor, or any other mortgagee or ground lessor, any

additional documents evidencing the priority or subordination of this Lease with respect to any such ground leases or underlying leases or the lien of any such mortgage or deed of trust. Lessee's failure to timely execute and deliver such additional documents will, at Lessor's option, constitute a Breach of this Lease.

35. FORCE MAJEURE

Except for Lessee's payment of rent and all other charges due under the Lease, for which Lessee shall remain liable regardless of Force Majeure, neither party will have liability to the other, nor will a party have any right to terminate this Lease nor Lessee assert a claim of partial or constructive eviction, because of a party's failure to perform any of its obligations under this Lease if the failure is due in part or in full to reasons beyond its reasonable control. Such reasons will include but not be limited to: strike, other labor trouble, fuel, labor or supply shortages, utility failure or defect, the inability to obtain any necessary governmental permit or approval (including building permits and certificates of occupancy), war, riot, mandatory or prohibitive injunction issued in connection with the enforcement of the Americans with Disabilities Act of 1990, civil insurrection, accidents, acts of God, any governmental preemption in connection with a national emergency or any other cause, whether similar or dissimilar, which is beyond the reasonable control of a party. If this Lease specifies a time period for performance of an obligation by a party, that time period will be extended by the period of any delay in that party's performance caused by such events as described herein.

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36.      MISCELLANEOUS PROVISIONS

         36.01 Whenever the context of this Lease requires, the neuter, the

masculine and the feminine gender shall include the other, and the word person shall include partnership or corporation or joint venture, and the singular shall include the plural and the plural shall include the singular.

36.02 If more than one person or entity is Lessee, the obligations Imposed on each such person or entity will be joint and several.

36.03 The captions and headings of this Lease are used for the purpose of convenience only and shall not be construed to interpret, limit or extend the meaning of any part of this Lease.

36.04 This Lease contains all of the agreements and conditions made between Lessor and Lessee and may not be modified in any manner other than by a written agreement signed by both Lessor and Lessee. Any statements, promises, agreements, warranties or representations, whether oral or written, not expressly contained herein will in no way bind either Lessor or Lessee, and Lessor and Lessee expressly waive all claims for damages by reason of any statements, promises, agreements, warranties or representations, if any, not contained in this Lease. No provision of this Lease shall be deemed to have been waived by Lessor unless such waiver is in writing signed by a regional vice president or higher of Lessor or the management company, and no custom or practice which may develop between the parties during the Lease Term shall waive or diminish the Lessor's right to enforce strict performance by Lessee of any terms of the Lease.

36.05 Time is of the essence for the performance of each term, condition and covenant of this Lease.

36.06 Except as otherwise expressly noted, each payment required to be made by Lessee is in addition to and not in substitution for other payments to be made by Lessee.

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36.07 Subject to Paragraph 19, the terms, conditions and provisions of this Lease will apply to and bind the heirs, successors, executors, administrators and assigns of Lessor and Lessee.

36.08 If any provision contained herein is determined to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect any other provision of this Lease.

36.09 In consideration of Lessor's covenants and agreements hereunder, Lessee hereby agrees not to disclose any terms, covenants or conditions of this Lease to any non-related party other than its officers, directors, attorneys or accountants without the prior written consent of Lessor. Additionally, Lessee shall not record this Lease or any short form memorandum hereof without the prior written consent of Lessor, which Lessor may withhold in its sole discretion.

36.10 The rights and obligations of the parties under this Lease shall survive its termination.

36.11 The duties and warranties of Lessor are limited to those expressly stated in this Lease and does not and shall not include any implied duties or implied warranties, now or in the future. No representations or warranties have been made by Lessor other than those contained in this Lease.

36.12 Lessee promises and it is a condition to the continuance of this Lease that there will be no discrimination against or segregation of any person or group of persons on the basis of race, color, sex, creed, national origin or ancestry in the leasing, subleasing, transferring occupancy, tenure, or use of the Property, the Premises, or any portion thereof.

36.13 Lessor and Lessee each warrant to the other that it has not dealt with any broker or agent in connection with this Lease, other than the person(s) listed in Paragraph 1.15 above. Except for any broker(s) who shall be compensated in accordance with the provisions of a separate agreement, Lessor and Lessee each agree to indemnify the other against all costs, expenses, legal fees and other liability for commissions or other compensation claimed by any other broker or agent.

37. EXAMINATION OF LEASE; GOOD FAITH DEPOSITS

Submission of this document for examination and signature by Lessee does not create a reservation or option to lease. Lessee hereby agrees that Lessor will be entitled to immediately endorse and cash any good faith check(s) forwarded by Lessee along with this document. It is further agreed that such cashing of good faith checks by Lessor will not guarantee acceptance of this document by Lessor, but, in the event Lessor does not accept or execute this document, the amount of such good faith check(s) will be refunded to Lessee. This document will become this "Leasee" and be effective and binding only upon full execution by authorized representatives of both Lessee and Lessor as defined in this Lease. Thereafter, a fully executed copy of this Lease will be deemed an original for all purposes.

38. GOVERNING LAW

This Lease is governed by and construed in accordance with the laws of the state in which the Premises are located, and venue of any legal action will be in the county where the Premises are located.

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IN WITNESS WHEREOF, Lessor and Lessee have executed this Lease as of the day and year indicated by Lessors execution date as written below.

If Lessee is a corporation, each person signing this Lease on behalf of Lessee represents and warrants that he or she has full authority to do so and that this Lease binds the corporation. Prior to the execution of this Lease, Lessee shall deliver to Lessor a certified copy of a resolution of Lessee's Board of Directors authorizing the execution of this Lease or other evidence of such authority reasonably acceptable to Lessor. If Lessee is a partnership or limited liability company, each person or entity signing this Lease for Lessee represents and warrants that he, she or it is a general partner of the partnership or limited liability company, as applicable. Lessee shall give written notice to Lessor of any general partner's or member's withdrawal or addition. Simultaneous with the delivery of Lessee's signed lease, Lessee shall deliver to Lessor a copy of Lessee's recorded statement of partnership or certificate of limited partnership or articles of organization, as applicable.

THIS LEASE, WHETHER OR NOT EXECUTED BY LESSEE, IS SUBJECT TO ACCEPTANCE BY LESSOR, ACTING BY ITSELF OR BY ITS AGENT BY THE SIGNATURE ON THIS LEASE OF ITS SENIOR VICE PRESIDENT, VICE PRESIDENT, REGIONAL MANAGER OR DIRECTOR OF LEASING.

LESSOR:

TPLP OFFICE PARK PROPERTIES, A TEXAS LIMITED
PARTNERSHIP, BY: AMERICAN OFFICE PARK

PROPERTIES, TPGP, INC., A CALIFORNIA CORPORATION DOING BUSINESS IN TEXAS AS TPGP OFFICE PARK PROPERTIES, INC., GENERAL PARTNER

By:    /s/ KATHLEEN L. JOHNSON
       --------------------------------
       Name: Kathleen L. Johnson
       --------------------------------
       Title: Assistant Vice President/
              Regional Manager
       --------------------------------

Date:  5/24/00
       --------------------------------
       LEASE EXECUTION DATE

LESSEE:

CIRRUS LOGIC, INC.

       /s/ RW FAY
       --------------------------------

By:
       --------------------------------
       Name: Robert W. Fay
       --------------------------------
       Title: Vice President/
              Chief Financial Officer
       --------------------------------

Date:  May 19, 2000
       --------------------------------

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TENANT:                             Crystal Semiconductor Corporation and Cirrus
                                    Logic, Inc.

TENANT'S REPRESENTATIVE,            Mr. John McGovern, Vice President of Finance
ADDRESS, AND PHONE NO.:             4210 S. Industrial Drive, Austin, Texas 78744
                                    (512-445-7222)


PREMISES:                           Approximately 44,000 square feet in the
                                    Building as shown on Exhibit A until January
                                    1, 1996, with the Premises increasing to
                                    88,000 square feet in the Building as shown
                                    on Exhibit A after January 1, 1996. Tenant
                                    will have reasonable rights of access to the
                                    portion of the Building that is not part of
                                    the Premises prior to January 1, 1996 for
                                    planning, construction, installation and
                                    temporary storage.



PROJECT:                            The portion of Southpark Corporate Center
                                    located on the land legally described as
                                    Lots 13, 14, and 15, Ben White Business
                                    Park, a subdivision in Austin, Travis
                                    County, Texas, according to the map or plat
                                    thereof recorded in Book 84, Pages 88A-88B
                                    of the Plat Records of Travis County, Texas,
                                    as shown on Exhibit A-1.

BUILDING (IF NOT THE
SAME AS THE PROJECT):               Southpark Corporate Center 3, located on the
                                    land legally described as Lots 13, 14, and
                                    15, Ben White Business Park, a subdivision
                                    in Austin, Travis County, Texas, according
                                    to the map or plat thereof recorded in Book
                                    84, Pages 88A-88B of the Plat Records of
                                    Travis County, Texas.


TENANT'S PROPORTIONATE SHARE
OF BUILDING:                        50% until January 1, 1996 and 100% thereafter.

TENANT'S PROPORTIONATE SHARE
OF PROJECT:                         25% until January 1, 1996 and 50% thereafter.

LEASE TERM:                         Beginning on the Commencement Date and ending
                                    on the last day of the 120th full calendar
                                    month thereafter.

COMMENCEMENT DATE:                  July 1, 1995


MONTHLY BASE RENT:

                         Period                                     Rent
                         ------                                     ----

         Commencement Date - December 31, 1995                   $20,863.33

         January 1, 1996 - until the last day of the
         60th full calendar month after the
         Commencement Date                                       $41,726.67

         First day of the 61st full calendar month
         after the Commencement Date until the last day
         of the 120th full calendar month after the
         Commencement Date                                       $46,273.33



ESTIMATED MONTHLY OPERATING         1. Utilities:             N/A
EXPENSE PAYMENTS: (estimates
only and subject to                 2. Common Area Charges:   $1,320.00
adjustment to actual costs
and expenses according to           3. Taxes:                 $6,966.67
the provisions of this
Lease)                              4. Insurance:             $  293.33

                                    5. Others:                $1,320.00

TOTAL ESTIMATED MONTHLY OPERATING
EXPENSE PAYMENTS:                                                     $9,900.00

SECURITY DEPOSIT:                   None.

BROKER:                             Commercial Industrial Properties as agent for the
                                    Tenant, and Oxford Commercial as agent for the
                                    Landlord




ADDENDA:                            Exhibit A - Description of Premises, Building and
                                    Building 4; Exhibit A-1 - Description of Project;
                                    Exhibit B - Construction Addendum; Exhibit B-1 -
                                    Landlord's Improvements; Exhibit B-2 - Tenant

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Floor Plan; Rider 1 to Exhibit B-1; Addendum 1 to Rider 1 of Exhibit B-1; Exhibit C - Rules and Regulations; Addendum D - Storage, Generation and Use of Hazardous Materials; Exhibit D-l - List of Permitted Hazardous Materials, Exhibit D-2 - Description of Proposed Use and Processes; Addendum E - Landlord's Environmental Covenants; Exhibit F - Sign Specifications for Monument Sign; Exhibit F-1 - Sign Specifications for Building Sign; Addendum G - Assignment and Subletting; Exhibit H - List of other existing tenants in Project

1. GRANTING CLAUSE. In consideration of the obligation of Tenant to pay rent as herein provided and in consideration of the other terms, covenants, and conditions hereof, Landlord leases to Tenant, and Tenant takes from Landlord, the Premises, to have and to hold for the Lease Term, subject to the terms, covenants and conditions of this Lease.

2. ACCEPTANCE OF PREMISES. Tenant accepts the Premises in its condition as of the date hereof, subject to all applicable laws, ordinances, and regulations; provided, however, Landlord agrees to install the tenant improvements (the "Initial Tenant Improvements") described in the Construction Addendum, if any, attached hereto. Tenant acknowledges that Landlord has made no representation or warranty as to the suitability of the Premises for the conduct of Tenant's business, and Tenant waives any implied warranty that the Premises are suitable for Tenant's intended purposes. The taking of possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken except for any punchlist items agreed to in writing by Landlord and Tenant, and except for latent defects. In no event shall Landlord be liable for any defects in the Premises or for any limitation on its use, except for latent defects.

3. USE. The Premises shall be used only for the purpose of designing, engineering, testing, demonstrating, producing, receiving, storing, shipping, manufacturing of semiconductor integrated circuits and selling (but limited to wholesale sales) products, materials and merchandise made and/or distributed by Tenant and for such other lawful purposes as may be incidental thereto. Tenant shall not conduct or give notice of any auction, liquidation, or going out of business sale on the Premises. Tenant will use the Premises in a careful, safe and proper manner and will not commit waste thereon.

Tenant, at its sole expense, shall comply with all laws (including, without limitation, Environmental Requirements, as defined herein, and laws regarding access for handicapped or disabled persons), ordinances and regulations, and all declarations, covenants, and restrictions, applicable to Tenant's use or occupation of the Premises, and with all governmental orders and directives of public officers which impose any duty or restriction with respect to the use or occupation of the Premises. Outside storage, including without limitation, storage of trucks and other vehicles, is prohibited without Landlord's prior written consent. Tenant shall cause additional improvements to the Premises done after the Commencement Date to comply with the Americans with Disabilities Act or similar state statutes or local ordinances or any regulations promulgated thereunder, all as may be amended from time to time (the "ADA"), and Tenant shall cause the Premises (and to the extent required by the Premises, the Project) to hereafter comply with the ADA. Notwithstanding the foregoing, as of the Commencement Date, Landlord shall make the exterior of the Building and Landlord's Improvements (as defined on Exhibit B) and other work to be performed and described on Exhibit B in compliance with the ADA. Landlord will cause the exterior of the Premises to be in compliance with future changes as required by state or federal agencies.

Tenant shall not permit any objectionable or unpleasant odors, smoke, dust, gas, noise, or vibrations to emanate from the Premises in violation of law, or take any other action that would constitute a nuisance or would unreasonably disturb, interfere with, or endanger Landlord or any other tenants of the Project. Tenant will not use or permit the Premises to be used for any purpose or in any manner that would void Tenant's or Landlord's insurance. If any increase in the cost of any insurance on the Premises or the Project is caused by Tenant's use of the Premises, or because Tenant vacates the Premises, then Tenant shall pay the amount of such increase to Landlord.

4. BASE RENT. Tenant shall pay Base Rent in the amount set forth above. The first month's Base Rent, and the first monthly installment of estimated Operating Expenses (as hereafter defined) shall be due and payable on the date hereof, and Tenant promises to pay to Landlord in advance, without demand, deduction or set-off, monthly installments of Base Rent on or before the first day of each calendar month succeeding the Commencement Date. Payments of Base Rent for any fractional calendar month shall be prorated. All payments required to be made by Tenant to Landlord hereunder shall be payable at such address as Landlord may specify from time to time by written notice delivered in accordance herewith. The obligation of Tenant to pay Base Rent and other sums to Landlord and the obligations of Landlord under this Lease are independent obligations. Tenant shall have no right at any time to abate, reduce, or set-off any rent due hereunder except where expressly provided in this Lease. Tenant waives and releases all statutory liens and offset rights as to rent.

If Tenant is delinquent in any monthly installment of Base Rent beyond 5 days after the due date thereof, and after notice as provided below, Tenant shall pay to Landlord on demand a late charge equal to 5 percent of such delinquent sum, to help defray the additional costs and expenses to Landlord for processing such late payment. Tenant shall not be obligated to pay the late charge until Landlord has given Tenant 5 days written notice of the delinquent payment (which may be given at any time during the delinquency); provided, however, that such notice shall not be required more than twice in any 12-month period or five times over the term of the Lease. The provision of such late charge shall be in addition to all of Landlord's other rights and remedies hereunder or at law and shall not be construed as a penalty or as limiting Landlord's remedies in any manner.

5. SECURITY DEPOSIT. [Intentionally Omitted]

6. OPERATING EXPENSE PAYMENTS. During each month of the Lease Term, on the same date that Base Rent is due, Tenant shall pay Landlord an amount equal to 1/12 of the annual cost, as estimated by Landlord from time to time, of Tenant's Proportionate Share (hereinafter defined) of Operating Expenses for the Project. Payments thereof for any fractional calendar month shall be prorated. The term "Operating Expenses" means all costs and expenses incurred by Landlord with the respect to the ownership, maintenance, and operation of the Project including, but not limited to costs of Taxes (hereinafter defined) and reasonable fees payable to tax consultants and attorneys for consultation and contesting taxes; insurance; utilities; maintenance and repair of certain portions of the Project, including mowing, landscaping, exterior lighting and other items described in Paragraph 11 below; painting (except that Landlord shall be required to provide one quality exterior painting of the Premises for each five years of occupancy by Tenant at Landlord's expense); amounts paid to contractors and subcontractors for work or services performed in connection with any of the foregoing; charges or assessments of any association to which the Project is subject; property management fees payable to a property manager, including any affiliate of Landlord, but in no event will the property management fee expense exceed 3% of the gross rents received by Landlord from Tenant, or if there is no property manager, an administration fee of 3% of the gross rents received by Landlord. Operating Expenses do not include costs or expenses or depreciation or amortization for capital repairs and capital replacements required to be made by Landlord under Paragraph 10 of this Lease, debt service under mortgages or ground rent under ground leases, costs of restoration to the extent of net insurance proceeds received by Landlord with respect thereto, leasing commissions, or the costs of renovating space for tenants. Tenant shall be entitled from time to time upon request to receive copies of documentation from

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Landlord as may be necessary in Tenant's reasonable judgment to support and evidence Operating Expenses and the calculation of Tenant's Proportionate Share.

If Tenant's total payments for any year are less than Tenant's Proportionate Share of actual Operating Expenses for such year, Tenant shall pay the difference to Landlord within 30 days after demand and receipt of a reconciliation of the difference. If the total payments of Tenant for any year are more than Tenant's Proportionate Share of actual Operating Expenses for such year, Landlord shall retain such excess and credit it against Tenant's next payments, and provide Tenant with a reconciliation of the difference. For purposes of calculating Tenant's Proportionate Share of Operating Expenses, a year shall mean a calendar year except the first year, which shall begin on the Commencement Date, and the last year, which shall end on the expiration of this Lease. With respect to Operating Expenses which Landlord allocates to the entire Project, Tenant's "Proportionate Share" shall be the percentage set forth on the first page of this Lease as Tenant's Proportionate Share of the Project as reasonably adjusted by Landlord in the future for changes in the physical size of the Premises or the Project; and, with respect to Operating Expenses which Landlord allocates only to the Building, Tenant's "Proportionate Share" shall be the percentage set forth on the first page of this Lease as Tenant's Proportionate Share of the Building as reasonably adjusted by Landlord in the future for changes in the physical size of the Premises or the Building. Landlord may equitably increase Tenant's Proportionate Share for any item of expense or cost reimbursable by Tenant that relates to a repair, replacement, or service that benefits only the Premises or only a portion of the Project that includes the Premises or that varies with the occupancy of the Project. The estimated Operating Expenses for the Premises set forth on the first page of this Lease are only estimates, and Landlord makes no guaranty or warranty that such estimates will be accurate.

Notwithstanding the above, Tenant shall not be obligated to pay for controllable Operating Expenses in any year to the extent they have increased by more than five percent (5%) per annum on a cumulative basis from the first calendar year during the Lease Term. For purposes of this Section, "controllable Operating Expenses" shall mean those Operating Expenses reasonably within the control of Landlord. In no event, however, shall Taxes, insurance premiums or utility costs be deemed controllable Operating Expenses. Controllable Operating Expenses shall be determined on an aggregate basis and not on an individual basis, and the cap on controllable Operating Expenses shall be determined on Operating Expense as they have been adjusted for vacancy or usage pursuant to the terms of the Lease.

7. UTILITIES. Tenant shall pay for all water, gas, electricity, heat, light, power, telephone, sewer, sprinkler services, refuse and trash collection, and other utilities and services used on the Premises, all maintenance charges for utilities, and any storm sewer charges or other similar charges for utilities imposed by any governmental entity or utility provider, together with any taxes, penalties, surcharges or the like pertaining to Tenant's use of the Premises. Landlord shall have the right to cause at Tenant's expense any of said services to be separately metered or charged directly to Tenant by the provider. Tenant shall pay its share of all charges for jointly metered utilities based upon consumption, as reasonably determined by Landlord. Landlord shall not be liable for any interruption or failure of utilities or any other service to the Premises and no such interruption or failure shall result in the abatement of rent hereunder. Tenant agrees to limit use of water and sewer for normal restroom use and nothing herein contained shall impose upon Landlord any duty to provide sewer or water usage for other than normal restroom usage.

8. TAXES. Landlord agrees to pay its Proportionate Share of all taxes, assessments and governmental charges of any kind and nature (collectively referred to as "Taxes") that accrue against the Project during the Lease Term, which shall be included as part of the Operating Expenses charged to Tenant hereunder, provided Landlord shall have the right to contest by appropriate legal proceedings the amount, validity, or application of any Taxes or liens thereof. All capital levies or other taxes assessed or imposed on Landlord upon the rents payable to Landlord under this Lease and any excise, transaction, sales tax, assessment, levy or charge measured by or based, in whole or in part, upon such rents from the Premises and/or the Project or any portion thereof shall be paid by Tenant to Landlord monthly in estimated installments as additional rent (but only to the extent customarily charged by Landlord to other tenants); provided, however, in no event shall Tenant be liable for any net income or franchise taxes. If any such tax or excise is levied or assessed directly against Tenant, then Tenant shall be responsible for and shall pay the same at such times and in such manner as the taxing authority shall require. Landlord agrees to cause the Project to be a separate tax parcel for governmental billing purposes. Tenant shall be liable for all taxes levied or assessed against any personal property or fixtures placed in the Premises, whether levied or assessed against Landlord or Tenant.

9. INSURANCE. Landlord shall maintain fire and extended coverage insurance covering the replacement coat of the Project, subject to customary deductibles. Landlord may, but is not obligated to, maintain such other insurance and additional coverages as it may reasonably deem necessary, including, but not limited to, commercial liability insurance and rent loss insurance. All such insurance shall be included as part of the Operating Expenses charged to Tenant hereunder. The Project may be included in a blanket policy (in which case the cost of such insurance allocable to the Project will be determined by Landlord based upon the insurer's cost calculations). Tenant shall also reimburse Landlord for any increased premiums or additional insurance which Landlord reasonably deems necessary as a result of Tenant's use of the Premises. The fire and extended coverage policy shall not be cancellable unless 20 days prior written notice shall have been given to Tenant. A certificate evidencing such policy and tenant's notice rights thereunder shall be provided to Tenant on or before the Commencement Date, and upon any insurance renewal date. Tenant may maintain such fire and extended coverage upon any failure by Landlord to maintain such coverage.

Tenant, at its expense, shall maintain during the Lease Term a policy or policies of: fire and extended coverage insurance covering the replacement cost of all property and improvements, installed or placed in the Premises by Tenant at Tenant's expense; worker's compensation insurance with no less than the minimum limits required by law; employer's liability insurance with such limits as required by law; commercial liability insurance, with liability limits of not less than $2,000,000 combined single limit per occurrence (together with such umbrella coverage as Landlord may reasonably require) for property damage, personal injuries, or deaths of persons occurring in or about the Premises; provided, however, that Landlord may from time to time require reasonable increases in any such limits. The commercial liability policies shall name Landlord as an additional insured, insure on an occurrence and not a claims-made basis, be issued by insurance companies which are reasonably acceptable to Landlord, not be cancelable unless 20 days prior written notice shall have been given to Landlord, and provide primary coverage to Landlord (any policy issued to Landlord providing duplicate or similar coverage shall be deemed excess over Tenant's policies). Such policies or certificates thereof shall be delivered to Landlord by Tenant upon commencement of the Lease Term and upon each renewal of said insurance.

The fire and extended coverage insurance obtained by Landlord and Tenant shall include a waiver of subrogation by the insurers and all rights based upon an assignment from its insured, against Landlord or Tenant, their officers, directors, employees, managers, agents, invitees and contractors, in connection with any loss or damage thereby insured against. Neither party nor its officers, directors, employees, managers, agents, invitees or contractors shall be liable to the other for loss or damage caused by any risk covered by fire and extended coverage property insurance, and each party waives any claims against the other party, and its officers, directors, employees, managers, agents, invitees and contractors for such loss or damage. The failure of a party to insure its property shall not void this waiver.

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10. LANDLORD'S REPAIRS. Landlord shall maintain, at its expense, the structural soundness of the roof, foundation, and exterior walls of the building of which the Premises are a part and all other parts of the Premises that are stated to be the responsibility of the Landlord hereunder in good repair, reasonable wear and tear and damages caused by Tenant (if not covered by the insurance required to be carried by Landlord pursuant to Section 9 hereof) excluded. The term "walls" as used in this Paragraph 10 shall not include windows, glass or plate glass, doors or overhead doors, special store fronts, dock bumpers, dock plates or levelers, or office entries, unless any of the same are damaged as a result of a structural problem (other than structural problems that are uninsured and caused by Tenant). Tenant shall immediately give Landlord written notice of any repair required by Landlord pursuant to this Paragraph 10, after which Landlord shall have a reasonable opportunity to repair.

11. TENANT'S REPAIRS. Landlord shall maintain in good repair and condition all parts of the Premises and the parking areas, driveways and landscape and grounds surrounding the Premises. Such maintenance shall be at Tenant's cost and expense except as to those repairs for which Landlord is responsible under Paragraph 10, and except for the paving of the parking areas and the painting of the exterior walls of the Premises, which shall be paid for by Landlord; provided, however, if Tenant leases less than the entire Project, Tenant shall only be responsible for its Proportionate Share of the costs of maintaining any items outside its Premises. In addition, Tenant shall, at Tenant's expense maintain the heating and air conditioning and other mechanical systems and components of the Premises, including lighting, electrical systems, and plumbing lines and equipment. Tenant, at its own cost and expense shall enter into and deliver to Landlord one or more maintenance service contracts reasonably acceptable to Landlord with a contractor(s) reasonably approved by Landlord for heating and air conditioning. The service and maintenance contract(s) must include all services reasonably required by Landlord. In the event Tenant does not so deliver the service contract(s), Landlord shall have the right to contract for said service without notice to Tenant, and Tenant shall upon demand reimburse Landlord for the full cost thereof. To the extent not covered by the insurance Landlord is required to maintain pursuant to
Section 9 hereof, and subject to the provisions of Paragraph 15, Tenant shall repair and pay for any damage to the Premises or the Project caused by Tenant or Tenant's employees, agents, or invitees, or caused by Tenant's default hereunder. Tenant shall in any event pay the amount of any deductible for the insurance Landlord is required to maintain pursuant to Section 9. Tenant shall reimburse Landlord for all such costs and expenses in accordance with the provisions of Paragraph 6 above, except to the extent such repairs are covered by insurance on the Project under policies naming Landlord as the insured. Notwithstanding the foregoing, Landlord may at any time assume the maintenance and repair obligations set forth in this paragraph as they relate to the Premises, if Landlord determines in its reasonable discretion that such maintenance and repair obligations are not being satisfactorily performed by Tenant.

12. TENANT IMPROVEMENTS AND TRADE FIXTURES. Any material alterations, additions, or improvements made by or on behalf of Tenant to the Premises ("Tenant Improvements") shall be subject to Landlord's prior written consent, which shall not be unreasonably withheld, provided that such Tenant Improvements do not affect any structural, or materially affect any mechanical, plumbing or electrical systems of the Project. All Tenant Improvements shall comply with insurance requirements and with applicable laws, ordinances, and regulations, including, without limitation and to the extent applicable, laws and regulations regarding removal or alteration of structural or architectural barriers to handicapped or disabled persons (and Tenant shall construct at its expense any alteration required by such laws or regulations, as they may be amended). All Tenant Improvements shall be constructed in a good and workmanlike manner and only good grades of materials shall be used. All plans and specifications for any Tenant Improvements shall be submitted to Landlord for its approval, and Landlord may monitor construction of the Tenant Improvements; and Tenant shall reimburse Landlord for its reasonable out-of-pocket costs in reviewing plans and documents and in monitoring construction. Landlord may post on and about the Premises notices and give notices that Landlord shall not be liable on account of any damage or claim in connection with such construction, and Tenant shall provide Landlord with the identities and mailing addresses of all persons performing work or supplying materials, prior to beginning such construction. Landlord's right to review plans and specifications and monitor construction shall be solely for its own benefit, and Landlord shall have no duty to see that such plans and specifications or construction comply with applicable laws, codes, rules, or regulations. At Landlord's request, Tenant shall obtain payment and performance bonds for any Tenant Improvements which bonds shall be delivered to Landlord prior to commencement of work on the Tenant Improvements and shall be in form and substance reasonably satisfactory to Landlord. Upon completion of any Tenant Improvements, Tenant shall deliver to Landlord sworn statements setting forth the names of all contractors and subcontractors who did work on the Tenant Improvements and final lien waivers from all such contractors and subcontractors.

Tenant, at its own cost and expense, may erect such shelves, bins, machinery and trade fixtures (collectively "Trade Fixtures") as it desires provided that such items do not alter the basic character of the Premises or the Project, do not overload or damage the same, and may be removed without injury to the Premises, and provided that the construction, erection, and installation thereof complies with all applicable governmental laws, ordinances, regulations and with Landlord's reasonable requirements. Subject to Paragraph 39 below, upon the expiration of the Lease Term, Tenant shall remove its Trade Fixtures and shall repair any damage caused by such removal, by the last day of the Lease Term.

13. SIGNS. Tenant shall not make any changes to the exterior of the Premises, install any exterior lights, decorations, balloons, flags, pennants, banners, or painting, or erect or install any signs, windows or door lettering, placards, decorations, or advertising media of any type which can be viewed from the exterior of the Premises, without Landlord's prior written consent which shall not be unreasonably withheld. Upon vacation of the Premises, Tenant shall remove all signs and repair, paint, and/or replace the building facia surface to which its signs are attached. Tenant shall obtain all applicable governmental permits and approvals for sign and exterior treatments. All signs, decorations, advertising media, blinds, draperies and other window treatment or bars or other security installations visible from outside the Premises shall be subject to Landlord's approval and conform in all respects to Landlord's requirements. A monument sign containing only the name of the Tenant will be installed, at Landlord's expense, at the southeast corner of South Industrial Drive and Commercial Center Drive, provided that such proposed signage complies with all requirements of the City of Austin. Landlord will also install at its expense a sign containing the name of the Project at the northeast corner of East St. Elmo and South Industrial Drive. The specifications for these signs are attached hereto as Exhibit F and Exhibit F-1.

14. PARKING. Tenant shall be entitled to park in common with other tenants of the Project in those areas designated for nonreserved parking. Landlord may allocate parking spaces among Tenant and other tenants in the Project if Landlord reasonably determines that such parking facilities are becoming crowded. Landlord shall not be responsible for enforcing Tenant's parking rights against any third parties. Tenant may enforce its exclusive parking rights, and may have improperly parked vehicles towed away. Additional parking agreements are set forth in Exhibit B, Section 3(D).

15. FIRE AND CASUALTY DAMAGE. If at any time during the Lease Term, the Premises or the Project is materially damaged by fire or other casualty, Landlord shall notify Tenant, within 45 days after such damage, as to the amount of time Landlord reasonably estimates it will take to repair such damage. If the amount of time estimated to repair the damage exceeds 4 months after the date of such notification, either Landlord or Tenant may elect, upon notice to the other party delivered as soon as practicable but not later than 30 days after Landlord's notice, to terminate this Lease. If neither party elects to terminate this Lease or if Landlord estimates that the damage will take 4 months after the date of such notification or less to repair, Landlord shall promptly repair and reconstruct the improvements, subject to reasonable

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delays arising from the collection of insurance proceeds or from Force Majeure events, except that Landlord shall not be required to repair and reconstruct any fixtures, additions, or other improvements paid for by Tenant; and this Lease shall remain in full force and effect provided that the Lease Term will be extended for a time equal to the period beginning on the date the loss or damage was suffered until the repairs and replacement are completed. Tenant at Tenant's expense shall promptly perform, subject to delays arising from the collection of insurance proceeds, all repairs or restoration not required to be done by Landlord and shall promptly reenter the Premises and commence doing business in accordance with this Lease. Notwithstanding the foregoing, either party may terminate this Lease if the improvements are damaged during the last year of the Lease Term and Landlord reasonably estimates that it will take more than one month to repair such damage.

If Landlord elects to repair and/or reconstruct the damaged improvements and such improvements are located solely within the Premises, Tenant shall pay to Landlord the amount of the commercially reasonable deductible under Landlord's insurance policy (up to $10,000) within 10 days after presentment of Landlord's invoice. If the damage involves the premises of other tenants, Tenant shall pay the portion of the deductible in the proportion that the cost of the repair and replacement of the Premises bears to the total cost of repair and replacement, as determined by Landlord.

If the Premises or a portion thereof is not usable as a result of damage by fire or other casualty to the Premises or building in which the Premises are located, and Landlord elects to repair and/or reconstruct the damaged improvements, Base Rent shall be abated for the period of repair and reconstruction in the proportion which the area of the Premises which is not usable by Tenant bears to the total area of the Premises. Such abatement shall be the sole remedy of Tenant, and to the extent permitted by applicable law, and except as provided herein, Tenant waives any right to terminate the Lease by reason of damage or casualty loss.

16. CONDEMNATION. If any part of the Premises or the Project should be taken for any public or quasi-public use under governmental law, ordinance, or regulation, or by right of eminent domain, or by private purchase in lieu thereof (a "Taking" or "Taken"), and the Taking would prevent or materially interfere with Tenant's use of the Premises or in Landlord's judgment would materially interfere with or impair its ownership or operation of the Project, then upon written notice by Landlord or Tenant this Lease shall terminate and Base Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, the Base Rent payable hereunder during the unexpired Lease Term shall be reduced to such extent as may be fair and reasonable under the circumstances. In the event of any such taking, Landlord shall be entitled to receive the entire price or award from any such taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant's interest, if any, in such award. Notwithstanding the foregoing, Tenant shall have the right to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for any costs of Tenant Improvements paid for by Tenant, moving expenses, damage to Tenant's Trade Fixtures, and other relocation benefits as may be allowed by law if a separate award for such items is made to Tenant.

17. ASSIGNMENT AND SUBLETTING. Without Landlord's prior written consent, which shall not be unreasonably withheld pursuant to the standards set forth on Addendum G attached hereto, Tenant shall not assign this Lease or sublease the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises and any attempt to do any of the foregoing shall be void and of no effect. Tenant may assign or sublet the Premises, or any part thereof, to any entity controlling Tenant, controlled by Tenant or under common control with Tenant (a "Tenant Affiliate"), without the prior written consent of Landlord. Tenant shall reimburse Landlord for all of Landlord's reasonable out-of-pocket expenses in connection with any assignment or sublease.

Notwithstanding anything else herein to the contrary, Tenant may assign or sublease without first obtaining Landlord's consent up to approximately 22,000 square feet in the Building and up to approximately 22,000 square feet in Building 4 (as defined in Section 39 hereof) provided that the assignee or sublessee will use their portion of the premises in such a manner as other buildings owned by Landlord in San Antonio or Austin are being used at the time of the proposed sublease or assignment. The actual square footage amounts of preapproved sublets and assignments shall be based on final configurations for the Building and Building 4.

Notwithstanding any assignment or subletting, Tenant and any guarantor or surety of Tenant's obligations under this Lease shall at all times remain fully responsible and liable for the payment of the rent and for compliance with all of Tenant's other obligations under this Lease (regardless of whether Landlord's approval has been obtained for any such assignments or sublettings). In the event that the rent due and payable by a sublessee or assignee (or a combination of the rental payable under such sublease or assignment plus any bonus or other consideration therefor or incident thereto) exceeds the rental payable under this Lease, then Tenant shall be bound and obligated to pay Landlord as additional rent hereunder all such excess rental and other excess consideration (after deducting its reasonable costs and expenses associated with each sublease or assignment, including leasing commissions, and after further deducting all tenant improvement costs associated with such sublease or assignment, including leasing commissions, and after further deducting all tenant improvement costs and expenses associated with such sublease or assignment, as well as real estate taxes, insurance and Operating Expenses paid by Tenant on account of such space during the term of such sublease or assignment) within 10 days following receipt thereof by Tenant.

If this Lease be assigned or if the Premises be subleased (whether in whole or in part) or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereunder.

18. INDEMNIFICATION AND WAIVER. Except for Landlord's negligence and to the extent permitted by law, Tenant agrees to indemnify, defend and hold harmless Landlord, and Landlord's agents and employees, from and against any and all losses, liabilities, damages, costs and expenses (including attorneys' fees) resulting from claims by third parties for injuries to any person and damage to or theft or misappropriation or loss of property occurring in or about the Project and arising from the use and occupancy of the Premises or from any activity, work, or thing done, permitted or suffered by Tenant in or about the Premises or due to any other act or omission of Tenant, its subtenants, assignees, invitees, employees, contractors and agents. The furnishing of insurance required hereunder shall not be deemed to limit Tenant's obligations under the provisions of this Paragraph 18.

Landlord and its agents and employees shall not be liable for, and Tenant hereby waives all claims against such parties for, damage to property sustained by Tenant or damage to property sustained by any person claiming through Tenant resulting from any accident or occurrence in or upon the Premises or in or about the Project from any cause whatsoever, including without limitation, damage caused in whole or in part, directly or indirectly, by the negligence of Landlord or its agents or employees; provided, however, such waiver as to property shall only be effective to the extent such property is reasonably coverable by Tenant's insurance.

19. INSPECTION AND ACCESS. Landlord and its agents, representatives, and contractors may enter the Premises during normal business hours (upon prior notice, except in the case of an emergency) to inspect the Premises and to make such repairs as may be

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required or permitted pursuant to this Lease and for any other business purpose. Landlord and Landlord's representatives may enter the Premises during normal business hours upon prior notice for the purpose of showing the Premises to prospective purchasers or, during the last year of the Lease Term, to prospective tenants; in addition, Landlord shall have the right to erect a suitable sign on the Premises stating the Premises are available to let or that the Project is available for sale. Tenant may escort any person entering the Premises pursuant to this section. In addition, Tenant may impose its normal, customary security procedures in connection with any such inspection and access, including but not limited to requiring such persons to sign its standard visitor sign-in sheet.

20. QUIET ENJOYMENT. If Tenant shall perform all of the covenants and agreements herein required to be performed by Tenant, Tenant shall, subject to the terms of this Lease, at all times during the Lease Term, have peaceful and quiet enjoyment of the Premises against any person claiming by, through or under Landlord.

21. SURRENDER. Upon termination of the Lease Term or earlier termination of Tenant's right of possession, Landlord may, by notice to Tenant, require Tenant at Tenant's expense to remove the liquid nitrogen tank to be stored in the truck court outside of the Premises, the microwave telecommunication equipment, the external utility enclosure for air handling equipment and compressors and any Trade Fixtures (including air handling equipment and compressors) and/or any or all Tenant Improvements which Landlord has not approved, and to repair any damage caused by such removal. Tenant shall not be required to remove any of the Landlord's Improvements. Any such Trade Fixtures or Tenant Improvements not so removed by Tenant as permitted or required herein shall be deemed abandoned and may be stored, removed, and disposed of by Landlord at Tenant's expense, and Tenant waives all claims against Landlord for any damages resulting from Landlord's retention and disposition of such property. All obligations of Tenant hereunder not fully performed as of the termination of the Lease Term shall survive the termination of the Lease Term, including without limitation, all payment obligations with respect to Operating Expenses and all obligations concerning the condition and repair of the Premises.

22. HOLDING OVER. If, for any reason, Tenant retains possession of the Premises after the termination of the Lease Term, unless otherwise agreed in writing, such possession shall be subject to immediate termination by Landlord at any time, and all of the other terms and provisions of this Lease (excluding any expansion or renewal option or other similar right or option) shall be applicable during such holdover period, except that Tenant shall pay Landlord from time to time, upon demand, as Base Rent for the holdover period, an amount equal to 150% the Base Rent in effect on the termination date, computed on a monthly basis for each month or part thereof during such holding over. All other payments shall continue under the terms of this Lease. In addition, Tenant shall be liable for all damages incurred by Landlord as a result of such holding over. No holding over by Tenant, whether with or without consent of Landlord, shall operate to extend this Lease except as otherwise expressly provided, and this Paragraph 22 shall not be construed as consent for Tenant to retain possession of the Premises.

23. EVENTS OF DEFAULT. Each of the following events shall be an event of default ("Event of Default") by Tenant under this Lease:

(i) Tenant shall fail to pay any installment of Base Rent or any other payment required herein when due, and such failure shall continue for a period of 10 days from the date such payment was due (a "Monetary Default"). Notwithstanding the foregoing, Tenant shall not be in default pursuant to this subsection until Landlord has delivered to Tenant the notice required pursuant to Section 4 with respect to the late charge.

(ii) Tenant or any guarantor or surety of Tenant's obligations hereunder shall (A) make a general assignment for the benefit of creditors; (B) commence any case, proceeding or other action seeking to have an order for relief entered on its behalf as a debtor or to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of it or its debts or seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or of any substantial part of its property (collectively a "Bankruptcy Proceeding"); (C) become the subject of any Bankruptcy Proceeding which is not dismissed within 60 days of its filing or entry; or (D) die or suffer a legal disability (if Tenant, guarantor, or surety is an individual) or be dissolved or otherwise fail to maintain its legal existence (if Tenant, guarantor or surety is a corporation, partnership or other entity). Notwithstanding the foregoing, matters set forth in this Section 23(ii) shall not be an Event of Default as long as Tenant continues to fully satisfy all its obligations under the Lease.

(iii) Any insurance required to be maintained by Tenant pursuant to this Lease shall be cancelled or terminated or shall expire or shall be reduced or materially changed, except, in each case, as permitted in this Lease, and such failure to maintain insurance shall continue for more than 10 days after Landlord shall have given Tenant written notice of such default.

(iv) Tenant shall not occupy or shall vacate the Premises or shall fail to continuously operate its business at the Premises for the permitted use set forth herein, whether or not Tenant is in monetary or other default under this Lease, and such vacating of or failure to continuously operate shall continue for more than 30 days after Landlord shall have given Tenant written notice of such default. Tenant's vacating of or failure to continuously operate the Premises shall not constitute an Event of Default if, prior to such action, Tenant has made arrangements reasonably acceptable to Landlord to (a) insure that Tenant's insurance for the Premises will not be voided or cancelled with respect to the Premises as a result of such vacancy, (b) insure that the Premises are secured and not subject to vandalism, and
(c) insure that the Premises will be properly maintained after such vacation. Tenant shall inspect the Premises at least once each month and report monthly in writing to Landlord on the condition of the Premises.

(v) Tenant shall attempt or there shall occur any assignment, subleasing or other transfer of Tenant's interest in or with respect to this Lease except as otherwise permitted in this Lease, and such action shall continue for more than 10 days after Landlord shall have given Tenant written notice of such default.

(vi) Tenant shall fail to discharge or provide a title indemnity or a bond for any lien placed upon the Premises in violation of this Lease within 30 days after becoming aware that any such lien or encumbrance is filed against the Premises.

(vii) Tenant shall fail to comply with any provision of this Lease other than those specifically referred to in this Paragraph 23, and except as otherwise expressly provided therein, such default shall continue for more than 30 days after Landlord shall have given Tenant written notice of such default.

24. LANDLORD'S REMEDIES. Upon each occurrence of an Event of Default and so long as such Event of Default shall be continuing, Landlord may at any time thereafter at its election: (i) terminate this Lease or Tenant's right of possession, but Tenant shall remain liable as hereinafter provided; and/or (ii) pursue any remedies provided for under this Lease or at law or in equity. Upon the termination of this Lease or termination of Tenant's right of possession, it shall be lawful for Landlord, without formal demand or notice of any kind, to re-enter the Premises by summary dispossession proceedings or any other action or proceeding authorized by law and to remove Tenant and all persons

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and property therefrom. If Landlord re-enters the Premises, Landlord shall have the right to keep in place and use, or remove and store, all of the furniture, fixtures and equipment at the Premises.

If Landlord terminates this Lease, Landlord may recover from Tenant the sum of: all Base Rent and all other amounts accrued hereunder to the date of such termination; the cost of reletting the whole or any part of the Premises, including without limitation brokerage fees and/or leasing commissions incurred by Landlord, and costs of removing and storing Tenant's or any other occupant's property, repairing, altering, remodeling, or otherwise putting the Premises into condition acceptable to a new tenant or tenants, and all reasonable expenses incurred by Landlord in pursuing its remedies, including reasonable attorneys' fees and court costs; and the excess of the then present value of the Base Rent and other amounts payable by Tenant under this Lease as would otherwise have been required to be paid by Tenant to Landlord during the period following the termination of this Lease measured from the date of such termination to the expiration date stated in this Lease, over the present value of any net amounts which Tenant establishes Landlord can reasonably expect to recover by reletting the Premises for such period, taking into consideration the availability of acceptable tenants and other market conditions affecting leasing. Such present values shall be calculated at a discount rate equal to the 90-day U.S. Treasury bill rate at the date of such termination.

If Landlord terminates Tenant's right of possession (but not this Lease), Landlord shall use reasonable efforts to relet the Premises for the account of Tenant for such rent and upon such terms as shall be reasonably satisfactory to Landlord without thereby releasing Tenant from any liability hereunder and without demand or notice of any kind to Tenant. If Landlord terminates Tenant's right to possession without terminating the Lease after an Event of Default, Landlord shall use commercially reasonable efforts to relet the Premises; provided, however, (a) Landlord shall not be automatically obligated to accept any tenant proposed by Tenant, (b) Landlord shall have the right to lease any other space controlled by Landlord first to the extent it is commercially reasonable to do so, and (c) any proposed tenant shall meet all of Landlord's standard leasing criteria then in effect. For the purpose of such reletting Landlord is authorized to make any repairs, changes, alterations, or additions in or to the Premises as Landlord deems reasonably necessary or desirable. If the Premises are not relet, then Tenant shall pay to Landlord as damages a sum equal to the amount of the rental reserved in this Lease for such period or periods, plus the cost of recovering possession of the Premises (including attorneys' fees and costs of suit), the unpaid Base Rent and other amounts accrued hereunder at the time of repossession, and the costs incurred in any attempt by Landlord to relet the Premises. If the Premises are relet and a sufficient sum shall not be realized from such reletting [after first deducting therefrom, for retention by Landlord, the unpaid Base Rent and other amounts accrued hereunder at the time of reletting, the cost of recovering possession (including attorneys' fees and costs of suit), all of the costs and expense of repairs, changes, alterations, and additions, the expense of such reletting (including without limitation brokerage fees and leasing commissions) and the cost of collection of the rent accruing therefrom] to satisfy the rent provided for in this Lease to be paid, then Tenant shall immediately satisfy and pay any such deficiency. Any such payments due Landlord shall be made upon demand therefor from time to time and Tenant agrees that Landlord may file suit to recover any sums falling due from time to time. Notwithstanding any such reletting without termination, Landlord may at any time thereafter elect in writing to terminate this Lease for such previous breach.

Exercise by Landlord of any one or more remedies hereunder granted or otherwise available shall not be deemed to be an acceptance of surrender of the Premises and/or a termination of this Lease by Landlord, whether by agreement or by operation of law, it being understood that such surrender and/or termination can be effected only by the written agreement of Landlord and Tenant. Any law, usage, or custom to the contrary notwithstanding, Landlord shall have the right at all times to enforce the provisions of this Lease in strict accordance with the terms hereof; and the failure of Landlord at any time to enforce its rights under this Lease strictly in accordance with same shall not be construed as having created a custom in any way or manner contrary to the specific terms, provisions, and covenants of this Lease or as having modified the same. Tenant and Landlord further agree that forbearance or waiver by Landlord to enforce its rights pursuant to this Lease or at law or in equity, shall not be a waiver of Landlord's right to enforce one or more of its rights in connection with any subsequent default. A receipt by Landlord of rent or other payment with knowledge of the breach of any covenant hereof shall not be deemed a waiver of such breach, and no waiver by Landlord of any provision of this Lease shall be deemed to have been made unless expressed in writing and signed by Landlord. To the greatest extent permitted by law, Tenant waives the service of notice of Landlord's intention to re-enter as provided for in any statute, or to institute legal proceedings to that end, and also waives all right of redemption in case Tenant shall be dispossessed by a judgment or by warrant of any court or judge. The terms "enter," "re-enter," "entry" or "re-entry," as used in this Lease, are not restricted to their technical legal meanings. Any reletting of the Premises shall be on such terms and conditions as Landlord in its sole discretion may determine (including without limitation a term different than the remaining Lease Term, rental concessions, alterations and repair of the Premises, lease of less than the entire Premises to any tenant and leasing any or all other portions of the Project before reletting the Premises). Subject to Landlord's agreement to use reasonable efforts to relet the Premises, Landlord shall not be liable, nor shall Tenant's obligations hereunder be diminished because of, Landlord's failure to relet the Premises or collect rent due in respect of such reletting.

25. TENANT'S REMEDIES/LIMITATION OF LIABILITY. Landlord shall not be in default hereunder and Tenant shall not have any remedy or cause of action unless Landlord fails to perform any of its obligations hereunder within 30 days after written notice from Tenant specifying such failure (unless such performance will, due to the nature of the obligation, require a period of time in excess of 30 days, then after such period of time as is reasonably necessary). All obligations of Landlord hereunder shall be construed as covenants, not conditions; and, except as may be otherwise expressly provided in this Lease, Tenant may not terminate this Lease for breach of Landlord's obligations hereunder. Notwithstanding the foregoing, Tenant may terminate this Lease if Landlord does not diligently pursue the construction of the Building and Building 4. Lack of diligence will be presumed if the Building is not Substantially Completed by December 31, 1995, and if Building 4 is not Substantially Completed by December 31, 1996. All obligations of Landlord under this Lease will be binding upon Landlord only during the period of its ownership of the Premises and not thereafter. The term "Landlord" in this Lease shall mean only the owner, for the time being of the Premises, and in the event of the transfer by such owner of its interest in the Premises, such owner shall thereupon be released and discharged from all obligations of Landlord thereafter accruing, but such obligations shall be binding during the Lease Term upon each new owner for the duration of such owner's ownership. Any liability of Landlord under this Lease shall be limited solely to its interest in the Project, and in no event shall any personal liability be asserted against Landlord in connection with this Lease nor shall any recourse be had to any other property or assets of Landlord. This limitation on the liability of Landlord shall only be effective to the extent that its unencumbered equity in the Project is sufficient to afford Tenant full recovery on at least $1,000,000.00 in damages; provided, however, that the foregoing clause shall not be applicable to any mortgagee that is a purchaser or grantee at a foreclosure or conveyance in lieu of foreclosure of a mortgage covering the Premises. Except as set forth above, Tenant's remedies for a breach of Landlord's obligations hereunder will be an action for damages, specific performance, injunctive or other equitable relief and/or declaratory judgment. As a further remedy, Tenant will be free to sublet or assign the Premises subject only to the restriction set forth in Addendum G, paragraph (a)(ii), (iii), (iv) and (v), (b) and (c). In addition, in the event of any default by Landlord, Tenant may, after the expiration of all cure periods and upon 10 days prior written notice to Landlord, take such curative or self-help actions as it deems reasonably necessary. If Landlord fails to reimburse Tenant for the reasonable costs, fees and expenses incurred by Tenant in taking such corrective actions within 30 days after demand therefor, accompanied by invoices, Tenant may bring an action for damages against Landlord to recover such costs, fees and expenses together with interest thereon at the rate provided for in the Lease, and reasonable attorneys' fees incurred by Tenant in bringing such action for damages.

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26. SUBORDINATION. Landlord represents and warrants to Tenant that as of the Commencement Date the Premises will not be pledged, mortgaged or otherwise encumbered. This Lease and Tenant's interest and rights hereunder are and shall be subject and subordinate at all times to the lien of any first mortgage, now existing or hereafter created on or against the Project or the Premises, and all amendments, restatements, renewals, modifications, consolidations, refinancing, assignments and extensions thereof, without the necessity of any further instrument or act on the part of Tenant, provided that Tenant receives from such mortgagee a commercially reasonable non-disturbance agreement. In such event, Tenant agrees, at the election of the holder of any such mortgage, to attorn to any such holder. Tenant agrees upon demand to execute, acknowledge and deliver such instruments, confirming such subordination and such instruments of attornment as shall be reasonably requested by any such holder. Notwithstanding the foregoing, any such holder may at any time subordinate its mortgage to this Lease, without Tenant's consent, by notice in writing to Tenant, and thereupon this Lease shall be deemed prior to such mortgage without regard to their respective dates of execution, delivery or recording and in that event such holder shall have the same rights with respect to this Lease as though this Lease had been executed prior to the execution, delivery and recording of such mortgage and had been assigned to such holder. The term "mortgage" whenever used in this Lease shall be deemed to include deeds of trust, security assignments and any other encumbrances, and any reference to the "holder" of a mortgage shall be deemed to include the beneficiary under a deed of trust.

27. MECHANIC'S LIENS. Tenant has no express or implied authority to create or place any lien or encumbrance of any kind upon, or in any manner to bind the interest of Landlord or Tenant in, the Premises or to charge the rentals payable hereunder for any claim in favor of any person dealing with Tenant, including those who may furnish materials or perform labor for any construction or repairs. Tenant covenants and agrees that it will pay or cause to be paid all sums legally due and payable by it on account of any labor performed or materials furnished in connection with any work performed on the Premises and that it will save and hold Landlord harmless from all loss, cost or expense based on or arising out of asserted claims or liens against the leasehold estate or against the interest of Landlord in the Premises or under this Lease to the extent such claims or liens arose by, through or under Tenant, but not otherwise. Tenant shall give Landlord immediate written notice of the placing of any lien or encumbrance against the Premises and cause such lien or encumbrance to be discharged within 30 days of the filing or recording thereof; provided, however, Tenant may contest such liens or encumbrances as long as such contest prevents foreclosure of the lien or encumbrance and Tenant causes such lien or encumbrance to be bonded or insured over in a manner satisfactory to Landlord within such 30 day period.

28. ESTOPPEL CERTIFICATES. Each party agrees, from time to time, within 10 days after request of the other party, to execute and deliver to the requesting party, or its designee, any estoppel certificate requested, stating that this Lease is in full force and effect, the date to which rent has been paid, that there is no default hereunder (or specifying in detail the nature of the default), the termination date of this Lease and such other matters pertaining to this Lease as may be requested. Each party's obligation to furnish each estoppel certificate in a timely fashion is a material inducement for this Lease. Accordingly, the cure period for failure to provide an estoppel certificate shall be limited to ten (10) days.

29. ENVIRONMENTAL REQUIREMENTS. Tenant shall not permit or cause any party to bring any Hazardous Material upon the Premises or store or use any Hazardous Material in or about the Premises without Landlord's prior written consent, except in de minimus quantities for standard office cleaning and printing use and except as set forth on Addendum D attached hereto. Tenant, at its sole cost and expense, shall operate its business in the Premises in compliance with all Environmental Requirements and shall, in accordance with Environmental Requirements, immediately remediate any Hazardous Materials released on or from the Project by Tenant, its agents, employees, contractors, subtenants or invitees. The term "Environmental Requirements" means all applicable present and future statutes, regulations, ordinances, rules, codes, judgments, orders or other similar enactments of any governmental authority or agency regulating or relating to health, safety, or environmental conditions on, under, or about the Premises or the environment, including without limitation, the following: the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"); the Resource Conservation and Recovery Act; and all state and local counterparts thereto, and any regulations or policies promulgated or issued thereunder. The term "Hazardous Materials" means and includes petroleum (as defined in CERCLA) and any substance, material, waste, pollutant, or contaminant listed or defined as hazardous or toxic, under any Environmental Requirements.

Tenant shall indemnify, defend, and hold Landlord harmless from and against any and all losses (including, without limitation, diminution in value of the Premises or the Project and loss of rental income from the Project), claims, demands, actions, suits, damages (including, without limitation, punitive damages), expenses (including, without limitation, remediation, corrective action, or cleanup expenses), and costs (including, without limitation, actual attorneys' fees, consultant fees or expert fees) which are brought or recoverable against, or suffered or incurred by Landlord as a result of any breach of the obligations under this Paragraph 29 by Tenant, its agents, employees, contractors, subtenants, or invitees, regardless of whether Tenant had knowledge of such noncompliance. The indemnification and hold harmless obligations of Tenant shall survive any termination of this Lease.

Subject to the requirements of Section 19 hereof, Landlord shall have reasonable access to, and a right to perform inspections and tests of, the Premises as it may require to determine Tenant's compliance with Environmental Requirements and Tenant's obligations under this Paragraph 29. Access shall be granted to Landlord upon Landlord's prior notice to Tenant and at such times so as to minimize, so far as may be reasonable under the circumstances, any disturbance to Tenant's operations. Such inspections and teats shall be conducted at Landlord's expense, unless such inspections or tests reveal that Tenant has not complied with any Environmental Requirement, in which case Tenant shall reimburse Landlord for the reasonable cost of such inspection and tests. Landlord's receipt of or satisfaction with any environmental assessment in no way waives any rights that Landlord holds against Tenant. Landlord will provide Tenant with copies of reports and findings of all inspections and tests.

Landlord agrees to be bound by the environmental covenants, representations and warranties set forth on Addendum E attached hereto.

30. RULES AND REGULATIONS. Tenant shall, at all times during the Lease Term and any extension thereof, comply with all reasonable rules and regulations at any time or from time to time established by Landlord covering use of the Premises and the Project. The current rules and regulations are attached hereto as Exhibit C, and Landlord shall enforce such rules and regulations uniformly among all Tenants in the Project. In the event of any conflict between said rules and regulations and other provisions of this Lease, the other terms and provisions of this Lease shall control. Landlord shall not have any liability or obligation for the breach of any rules or regulations by other tenants in the Project, provided that Landlord shall enforce such rules and regulations consistently throughout the Project.

31. SECURITY SERVICE. Tenant acknowledges and agrees that, while Landlord may patrol the Project, Landlord is not providing any security services with respect to the Premises and that Landlord shall not be liable to Tenant for, and Tenant waives any claim against Landlord with respect to, any loss by theft or any other damage suffered or incurred by Tenant in connection with any unauthorized entry into the Premises or any other breach of security with respect to the Premises.

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32. FORCE MAJEURE. Except for the payments of any rent required under this Lease, which is an independent covenant, Landlord and Tenant shall not be held responsible for delays in the performance of its obligations hereunder when caused by strikes, lockouts, labor disputes, acts of God, inability to obtain labor or materials or reasonable substitutes therefor, governmental restrictions, governmental regulations, governmental controls, enemy or hostile governmental action, civil commotion, fire or other casualty, and other causes beyond the reasonable control of Landlord or Tenant ("Force Majeure").

33. ENTIRE AGREEMENT. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof. No representations, inducements, promises or agreements, oral or written, have been made by Landlord or Tenant, or anyone acting on behalf of Landlord or Tenant, which are not contained herein, and any prior agreements, promises, negotiations, or representations are superseded by this Lease. This Lease may not be amended except by an instrument in writing signed by both parties hereto.

34. SEVERABILITY. If any clause or provision of this Lease is illegal, invalid or unenforceable under present or future laws, then and in that event, it is the intention of the parties hereto that the remainder of this Lease shall not be affected thereby. It is also the intention of the parties to this Lease that in lieu of each clause or provision of this Lease that is illegal, invalid or unenforceable, there be added, as a part of this Lease, a clause or provision as similar in terms to such illegal, invalid or unenforceable clause or provision as may be possible and be legal, valid and enforceable.

35. BROKERS. Each party represents and warrants that it has dealt with no broker, agent or other person in connection with this transaction and that no broker, agent or other person brought about this transaction, other than the brokers, if any, set forth on the first page of this Lease, and each party agrees to indemnify and hold the other harmless from and against any claims by any other broker, agent or other person claiming a commission or other form of compensation by virtue of having dealt with the indemnifying party with regard to this leasing transaction. Landlord agrees to pay all compensation due or to become due Commercial Industrial Properties and Oxford Commercial in connection with this transaction.

36. MISCELLANEOUS.

(A) Any payments or charges due from Tenant to Landlord hereunder shall be considered rent for all purposes of this Lease.

(B) If and when included within the term "Tenant," as used in this instrument, there is more than one person, firm or corporation, each shall be jointly and severally liable for the obligations of Tenant.

(C) All notices required or permitted to be given under this Lease shall be in writing and shall be sent by registered or certified mail, return receipt requested, or by a reputable national overnight courier service, postage prepaid, or by hand delivery addressed to the parties at their addresses below, with a copy to Landlord at 14100 East 35th Place, Aurora, Colorado 80011. Either party may by notice given aforesaid change its address for all subsequent notices. Except where otherwise expressly provided to the contrary, notice shall be deemed given upon delivery.

(D) Except as otherwise expressly provided in this Lease or as otherwise may be required by applicable law, Landlord's granting or withholding of any consent or approval shall be at its complete discretion.

(E) At Landlord's request from time to time Tenant shall furnish Landlord with true and complete copies of the most recent 10-K's and 10-Q's prepared by Cirrus Logic, Inc.'s accountants to the extent they are intended for public dissemination.

(F) Either Landlord or Tenant may prepare and file, and upon request by the other will execute, a memorandum of lease (which shall not include any economic or payment terms) in form reasonably satisfactory to the other, together with a form of release to be issued at the expiration of the Lease.

(G) The normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Lease or any exhibits or amendments hereto.

(H) The submission by Landlord to Tenant of this Lease shall have no binding force or effect, shall not constitute an option for the leasing of the Premises, nor confer any right or impose any obligations upon either party until execution of this Lease by both parties.

(I) Words of any gender used in this Lease shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, unless the context otherwise requires. The captions inserted in this Lease are for convenience only and in no way define, limit or otherwise describe the scope or intent of this Lease, or any provision hereof, or in any way affect the interpretation of this Lease.

(J) Any amount not paid by Tenant within 5 days after its due date in accordance with the terms of this Lease shall bear interest from such due date until paid in full at the lesser of the highest rate permitted by applicable law or 15 percent per year. It is expressly the intent of Landlord and Tenant at all times to comply with applicable law governing the maximum rate or amount of any interest payable on or in connection with this Lease. If applicable law is ever judicially interpreted so as to render usurious any interest called for under this Lease, or contracted for, charged, taken, reserved, or received with respect to this Lease, then it is Landlord's and Tenant's express intent that all excess amounts theretofore collected by Landlord be credited on the applicable obligation (or, if the obligation has been or would thereby be paid in full, refunded to Tenant), and the provisions of this Lease immediately shall be deemed reformed and the amounts thereafter collectible hereunder reduced, without the necessity of the execution of any new document, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for hereunder.

(K) Construction and interpretation of this Lease shall be governed by the laws of the state in which the Project is located, excluding any principles of conflicts of laws.

(L) Time is of the essence as to the performance of Landlord's and Tenant's obligations under this Lease.

(M) All exhibits and addenda attached hereto are hereby incorporated into this Lease and made a part hereof. In the event of any conflict between such exhibits or addenda and the terms of this Lease, such exhibits or addenda shall control.

(N) The rights and obligations of the parties under this Lease shall be binding upon and inure to the benefit of the parties hereto and their permitted successors and assigns.

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(O) The Equal Opportunity Clause in Section 202, paragraph 1 through 7 of Executive Order 11246, as amended, and Equal Opportunity Clause ASPR7-103.18(a) relative to equal employment opportunity and the Implementing Rules and Regulations of the Office of Federal Contracts Compliance are incorporated herein by specific reference.

37. LANDLORD'S LIEN/SECURITY INTEREST. Landlord hereby waives and releases any security interest or lien that it may have in any of Tenant's property, either by contract or statute.

38. LIMITATION OF LIABILITY OF TRUSTEES, SHAREHOLDERS, AND OFFICERS OF SECURITY CAPITAL INDUSTRIAL TRUST. Any obligation or liability whatsoever of Security Capital Industrial Trust, a Maryland real estate investment trust, which may arise at any time under this lease or any obligation or liability which may be incurred by it pursuant to any other instrument, transaction, or undertaking contemplated hereby shall not be personally binding upon, nor shall resort for the enforcement thereof be had to the property of, its trustees, directors, shareholders, officers, employees or agents, regardless of whether such obligation or liability is in the nature of contract, tort, or otherwise.

39. EXPANSION OPTION.

(A) The following terms shall have the following meanings:

(i) The "Option Space" shall mean all or part of Southpark Corporate Center 4 ("Building 4"), as shown on Exhibit A hereto.

(ii) The "Option Space Commencement Date" shall mean the date that is the later of June 30, 1996, or the substantial completion date of the Option Space.

(B) Provided that as of the date Tenant exercises its rights hereunder,
(x) Tenant is the Tenant originally named herein (except for short-term subtenants related to Tenant's business purpose and affiliates of Tenant), (y) Tenant actually occupies all of the Premises originally demised under this Lease and any premises added to the Premises (except for short-term subtenants related to Tenant's business purpose and affiliates of Tenant, and except for vacancies permitted pursuant to Subsection 23(iv) hereof), and (z) no Monetary Default or event which but for the passage of time or the giving of notice, or both, would constitute a Monetary Default has occurred and is continuing, Tenant shall have the option to include the portion of the Option Space selected by Tenant as part of the Premises commencing on the Option Space Commencement Date. In selecting the Option Space, Tenant shall ensure that the remaining portion of Building 4 not made subject to the option (if any) is of a size and configuration to be commercially marketable, as reasonably determined by Landlord, and the Option Space must not be less than 32,000 square feet. If Tenant exercises its right to include the Option Space as part of the Premises, Tenant shall lease the Option Space upon all the terms and conditions of the Lease, including the Base Rent per square foot provided herein (except as set forth in Section 39(F) below) commencing on the Option Space Commencement Date; provided, however, Tenant shall not be entitled to any allowances, credits, or abatements with respect thereto. Notwithstanding the foregoing, Tenant will be entitled to the same tenant finish allowance per square foot on the Option Space to be paid by Landlord as with the Building. Landlord will construct and finish out the Option Space pursuant to the same terms and conditions as set forth on Exhibit B hereto.

(C) In addition to its obligation to pay Base Rent (as determined herein), Tenant shall reimburse and pay Landlord with respect to the Option Space in the same manner as set forth in the Lease with respect to operating expenses and other items reimbursable by Tenant. Effective as of the Option Space Commencement Date, Tenant's Proportionate Share shall be redetermined by Landlord's architect or construction manager based upon the total floor area of the Premises (including the Option Space) in proportion to the total floor area in the Project.

(D) If Tenant desires to exercise its option for the Option Space, Tenant must deliver written notice of such exercise to Landlord no later than January 1, 1996. Time shall be of the essence with respect to the giving of Tenant's Notice. If Tenant does not exercise its Option by such date, Tenant's rights under this Section 39 shall be null and void.

(E) If Landlord is not able to deliver possession of the Option Space to Tenant by June 30, 1996 because of a Force Majeure event, Landlord shall not be in default hereunder. In such case, Landlord shall use reasonable efforts to terminate such Force Majeure event, and the Option Space Commencement Date shall be the date Landlord is able to deliver possession of the Option Space to Tenant.

(F) Notwithstanding Section 39(B) above, if Landlord is subjected to cost increases in the construction of Building 4 due to:

(i) E.E. Reed not agreeing before the commencement of construction to honor its existing fixed price contract in the amount of $1,215,000 to build Building 4 after reasonable good faith efforts by Landlord to require it to do so;

(ii) the prime interest rate increasing (as reflected in the Wall Street Journal, southwest edition) over the construction period interest rate of 8.5% previously used in determining the total shell coat of Building 4 between the dates of construction draws on Building 4 and the date of this Lease (the parties estimate there will be approximately $0.095 per square foot per year in additional costs to Tenant for each one percent change in the interest rate); or

(iii) additional governmental fees and entitlement costs (other than those in effect as of the date of this Lease) being assessed for the construction of Building 4,

then such additional costs shall be payable by Tenant as an addition to the Base Rent described above; provided, however, that in the case of (i) and (ii), such increases shall be passed through to Tenant at a 12% rent constant, and provided further that if Tenant is not satisfied with any new price suggested by E.E. Reed, Tenant may require Landlord to rebid the work that is the subject of the contract and use an alternative bidder reasonably acceptable to Landlord. Tenant shall be entitled from time to time upon request to receive copies of documentation from Landlord as may be necessary in Tenant's reasonable judgment to support and evidence such additional costs. After Tenant delivers its notice of exercise of its option for the Option Space, Landlord shall notify Tenant in writing of the total cost increases associated with (i), (ii) and (iii) above. Upon receipt of Landlord's cost increases, Tenant may for a period of fourteen
(14) days elect by written notice to Landlord to terminate its option for the Option Space (in which case Tenant shall not owe Landlord any additional sums).

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40. RENEWAL OPTION.

(A) Provided that as of the time of the giving of the Extension Notice and the Commencement Date of the Extension Term, (x) Tenant is the Tenant originally named herein (except for short-term subtenants related to Tenant's business purpose and affiliates of Tenant), (y) Tenant actually occupies all of the Premises initially demised under this Lease and any space added to the Premises (except for short-term subtenants related to Tenant's business purpose and affiliates of Tenant, and except for vacancies permitted pursuant to Subsection 23(iv) hereof), and (z) no Monetary Default exists or would exist but for the passage of time or the giving of notice, or both; then Tenant shall have the right to extend the Lease Term (at Tenant's election for all or any part of the original Premises and additional space acquired pursuant to Sections 39, 42 and 43 hereof, provided that the configuration of space to be leased during the renewal term shall not be in less than 44,000 square foot increments, and shall not leave any space remaining that is not of a configuration to be commercially marketable, as reasonably determined by Landlord) for an additional term of 5 years (such additional term is hereinafter called the "Extension Term") commencing on the day following the expiration of the Lease Term (hereinafter referred to as the "Commencement Date of the Extension Term"). Tenant shall give Landlord notice (hereinafter called the "Extension Notice") of its election to extend the term of the Lease Term at least 6 months prior to the scheduled expiration date of the Lease Term.

(B) The Base Rent payable by Tenant to Landlord during the Extension Term shall be $5.83 per square foot per year.

(C) The determination of Base Rent does not reduce the Tenant's obligation to pay or reimburse Landlord for operating expenses and other reimbursable items as set forth in the Lease, and Tenant shall reimburse and pay Landlord as set forth in the Lease with respect to such operating expenses and other items with respect to the Premises during the Extension Term pursuant to the same cap on such expenses set forth in the Lease, provided that in the first year of the Renewal Term the cap will be readjusted based on actual expenses for the first year of the Renewal Term.

(D) Except for the Base Rent as determined above, Tenant's occupancy of the Premises during the Extension Term shall be on the same terms and conditions as are in effect immediately prior to the expiration of the initial Lease Term; provided, however, Tenant shall have no further right to any allowances, credits or abatements or any options to contract, renew or extend the Lease, except that the options afforded Tenant in Sections 42 and 43 will still be in effect during the Extension Term.

(E) If Tenant does not give the Extension Notice within the period set forth in paragraph (A) above, Tenant's right to extend the Lease Term shall automatically terminate. Time is of the essence as to the giving of the Extension Notice.

(F) Landlord shall have no obligation to refurbish or otherwise improve the Premises for the Extension Term. The Premises shall be tendered on the Commencement Date of the Extension Term in "as-is" condition.

(G) If the Lease is extended for the Extension Term, then Landlord shall prepare and Tenant shall execute an amendment to the Lease confirming the extension of the Lease Term and the other provisions applicable thereto (the "Amendment").

(H) If Tenant exercises its right to extend the term of the Lease for the Extension Term, the term "Lease Term" as used in the Lease, shall be construed to include, when practicable, the Extension Term except as provided in (D) above.

41. CANCELLATION OPTION.

Provided no Monetary Default shall then exist and no condition shall then exist which with the passage of time or giving of notice, or both, would constitute a Monetary Default, Tenant shall have the right at any time after four (4) years from the Commencement Date (the "Cancellation Date") to send Landlord written notice that Tenant has elected to terminate this Lease with respect to up to 44,000 square feet designated by Tenant effective six months thereafter.

Tenant shall have the right, every six months (upon six months prior written notice to Landlord), to terminate remaining portions of the space covered by this Lease (provided that each block of space so terminated is not less than 44,000 square feet and of a configuration so as to be commercially marketable, as reasonably determined by Landlord) until all the space subject to this Lease has been terminated from this Lease. In addition, Tenant shall have the right, at any time after six (6) months after the Cancellation Date to notify Landlord that it desires to terminate the lease with respect to one-half of the Premises as designated by Tenant six months thereafter and one-half of the Premises twelve months thereafter.

If Tenant elects to terminate this Lease pursuant to the immediately preceding paragraphs, the effectiveness of such termination (or terminations) shall be conditioned upon Tenant paying to Landlord an amount equal to the unamortized portion of $10 per square foot of the space to be terminated, amortized over the 10 year term of the Lease at an interest rate of 10.5%, contemporaneously with Tenant's delivery of a Termination Notice to Landlord. In the event this Cancellation Option is exercised as to the Option Space, the amortization term will be adjusted to reflect the actual term of the Lease as to the Option Space. In the event this Cancellation Option is applied to space acquired pursuant to Sections 42 or 43, the amortization term and tenant finish numbers will be adjusted to their actual amounts. In addition, as part of the termination fee, Tenant shall pay to Landlord, contemporaneously with Tenant's delivery of a Termination Notice to Landlord, the unamortized portion (at a rate of 10.5% per year for the remaining term of the Lease) of Landlord's costs incurred in connection with the improvements of the parking lot as set forth on Exhibit B attached hereto (which shall in no event exceed $50,000.00).

Notwithstanding anything else herein to the contrary, space acquired pursuant to the provisions of Sections 39, 42 and 43 hereof cannot be terminated until three years after it becomes part of the Premises. Landlord will be entitled to the access rights provided in Section 19 (subject to the conditions set forth therein) to show the portion of the Premises to be terminated to prospective tenants upon receipt of a termination notice as to such space.

42. RIGHT OF FIRST OFFER.

(A) "Offered Space" shall mean all or any part of the 88,000 square feet of space in Building 4 described on Exhibit A attached hereto.

(B) Provided that as of the date of the giving of Landlord's Notice,
(x) Tenant is the Tenant originally named herein (except for short-term subtenants related to Tenant's business purpose and affiliates of Tenant), (y) Tenant actually occupies all of the Premises originally demised under this Lease and any premises added to the Premises (except for short-term subtenants related to Tenant's business purpose and affiliates of Tenant, and except for vacancies permitted pursuant to Subsection 23(iv) hereof), and (z) no Monetary Default or event which but

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for the passage of time or the giving of notice, or both, would constitute a Monetary Default has occurred and is continuing, if at any time during the term of this Lease and the Extension Term any lease for any portion of the Offered Space shall terminate or the space should otherwise become available, Landlord shall first offer to Tenant the right to include any space that comes available within the Offered Space as part of the Premises upon all the terms and conditions of this Lease, except the Base Rent and finish out allowance will be as then proposed by Landlord to lease the Offered Space, and except that there will be no caps on increases in Operating Expenses and other reimbursable items under the Lease.

(C) Such offer shall be made by Landlord to Tenant in a written notice (hereinafter called the "Offer Notice") which offer shall designate the space being offered and shall specify the terms for such Offered Space. Tenant may accept the offer set forth in the Offer Notice by delivering to Landlord an unconditional acceptance (hereinafter called "Tenant's Notice") of such offer within 10 business days after delivery by Landlord of the Offer Notice to Tenant. Time shall be of the essence with respect to the giving of Tenant's Notice. If Tenant does not accept (or fails to timely accept) an offer made by Landlord pursuant to the provisions of this Section with respect to the Offered Space designated in the Offer Notice, Landlord shall be under no further obligation with respect to such Offered Space, except that if Landlord desires to lease the Offered Space pursuant to economic terms that vary in any respect by ten percent (10%) from that contained in the Offer Notice, Landlord must first give Tenant the right to lease the Offered Space on the revised terms and conditions pursuant to the terms of this Section.

(D) Tenant must accept all Offered Space offered by Landlord at any one time if it desires to accept any of such Offered Space and may not exercise its right with respect to only part of such space.

(E) The rights afforded in this Section shall be in addition to and not in lieu of the rights afforded Tenant in Section 39 hereof.

43. ADDITIONAL RIGHT OF FIRST OFFER. Subject only to existing rights of other current tenants in Southpark Corporate Center, Tenant shall have a right of first offer during the term of the Lease and the Extension Term, on any space owned by Landlord in Southpark Corporate Center containing more than 15,000 square feet. All other provisions of Section 42 shall apply to this Additional Right of First Offer. A schedule showing all existing tenants in Southpark Corporate Center and their square footage under lease is attached hereto as Exhibit H.

IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of the day and year first above written.

TENANT:                                        LANDLORD:

CRYSTAL SEMICONDUCTOR CORPORATION              SECURITY CAPITAL INDUSTRIAL TRUST

By: /s/ JAMES H. CLARDY                        By: /s/ ROBERT J. WATSON
   ------------------------------                 ------------------------------
Name:  James H. Clardy                         Name: Robert J. Watson
Title: President                                    ----------------------------
                                               Title: Managing Director
                                                     ---------------------------

CIRRUS LOGIC, INC.

                                              Address:

By: /s/ JAMES H. CLARDY                       14100 E. 35th Place
   ------------------------------             ---------------------------------
Name:  James H. Clardy                        Aurora, CO 80011
Title: Corporate Officer                      ---------------------------------

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

Address:

4210 S. Industrial Drive
Austin, Texas 78744

THIRD AMENDMENT TO LEASE AGREEMENT

THIS THIRD AMENDMENT TO LEASE AGREEMENT (this "Third Amendment") is made and entered into effective as of the 20 day of December, 1996, by and between SECURITY CAPITAL INDUSTRIAL TRUST ("Landlord"), and CRYSTAL SEMICONDUCTOR CORPORATION and CIRRUS LOGIC, INC. (together, the "Tenant").

WITNESSETH:

WHEREAS, Landlord and Tenant have heretofore made and entered into that certain Lease Agreement, dated as of the 31st day of March, 1995 (the "Original Lease"), as amended by that certain First Amendment to Lease Agreement dated August 16, 1995 (the "First Amendment"), that certain Letter Agreement dated September 29, 1995 ("Letter Agreement"), and that certain Second Amendment to Lease Agreement dated February 28, 1996 (the "Second Amendment") (subsequent references to the "Lease" shall mean and refer to the Original Lease, as amended by the First Amendment, Letter Agreement and Second Amendment), pursuant to which Tenant currently leases from Landlord Southpark Corporate Center 3, consisting of 88,000 square feet (the "Existing Premises"), and has agreed to lease from Landlord Southpark Corporate Center 4, consisting of 88,000 square feet (the "Option Space"), for a total area of approximately 176,000 square feet of space (collectively, the "Premises") in a project known as Southpark Corporate Center (the "Project"), situated in Austin, Texas, said Premises being depicted on Exhibit A attached to the Lease;

WHEREAS, Landlord and Tenant desire to establish the Option Space Commencement Date (as defined in the Second Amendment) as January 1, 1997; and

WHEREAS, Landlord and Tenant desire to amend the Lease on the terms and conditions set forth below;

NOW THEREFORE, for and in consideration of the sum of Ten and No/100 Dollars ($10.00) each to the other in hand paid, the mutual covenants and agreements of the Lease and this Third Amendment, and other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:

1. Except as otherwise specifically provided for herein, all defined terms used in this Third Amendment shall have the same respective meanings as are provided for such defined terms in the Lease.

2. The Option Space Commencement Date is hereby stipulated to be January 1, 1997. Subparagraph 39(E) of the Original Lease is hereby deleted. From and after January 1, 1997, (i) all references in the Lease to the "Premises" shall mean, refer to and include the Existing Premises and the Option Space, (ii) Tenant's Proportionate Share of Corporate Center 3 shall be 100%, Tenant's Proportionate Share of Corporate Center 4 shall be 100%, and Tenant's Proportionate Share of the Project shall be 100%.

3. The monthly Base Rent for the Option Space shall be as follows:

Option Space Commencement Date
(1/1/97) until the last day of the 60th
full calendar month following the
Commencement Date of the Lease (9/30/00)            $46,704.45

First day of the 61st full
calendar month following the
Commencement Date of the Lease
(10/1/00) until the last day of the 120th
calendar month following the
Commencement Date of the Lease (9/30/05)            $46,273.33

4. Landlord shall, at its sole expense, promptly commence and diligently pursue to completion the construction of the parking lot depicted on Exhibit B attached hereto (the "Remote Parking Lot"), so as to prevent the expiration of the existing building permit and site plan for such construction.

5. (A) Upon written notice from Tenant, Landlord agrees to furnish or perform at Landlord's sole cost and expense (to the extent of the hereinbelow referenced Allowance) those items of construction and those improvements (collectively, the "Corporate Center 4 Tenant Improvements") specified below:

See Exhibit C attached hereto.

Landlord has agreed to provide Tenant with a finish-out allowance of $15.00 per square foot for the Corporate Center 4 Tenant Improvements ($1,320,000.00; the "Allowance"). Landlord will have the cost of the Corporate Center 4 Tenant Improvements bid by a minimum of three (3) contractors and present the bids for Tenant's approval. All costs of construction of the Corporate Center 4 Tenant Improvements in excess of the

Allowance, as reflected by the bid approved by Tenant, shall be borne by Tenant, and the amount of such costs in excess of the Allowance shall be paid by Tenant to Landlord prior to commencement of construction. After Tenant's approval of the bid, Landlord will be responsible for any cost overruns which are not caused by Tenant changes to the plans and specifications. However, if Tenant shall desire any further changes from the plans and specifications listed on Exhibit C hereto (after the approved bid is obtained), Tenant shall so advise Landlord in writing and Landlord shall reasonably determine whether such changes can be made in a reasonable and feasible manner. Any and all costs of reviewing any requested changes, and any and all costs of making any changes to the Corporate Center 4 Tenant Improvements which Tenant may request and to which Landlord may agree to shall be at Tenant's sole cost and expense and shall be paid to Landlord upon demand and before execution of the change order.

(B) Upon completion of the construction bid process and issuance of a building permit for the Corporate Center 4 Tenant Improvements, and after Tenant has paid to Landlord the costs of construction of the improvements in excess of the Allowance, if any, Landlord shall proceed with and complete the construction of the Corporate Center 4 Tenant Improvements within 120 days thereafter, subject to the occurrence of events of Force Majeure (as defined in the Lease). Landlord shall perform the construction of the Corporate Center 4 Tenant Improvements in a good and workmanlike manner and in conformance with applicable governmental ordinances, statutes, codes and regulations. As soon as such improvements have been substantially completed, Landlord shall notify Tenant in writing of the date that the Corporate Center 4 Improvements were substantially completed; and if the Corporate Center 4 Tenant Improvements have not been substantially completed within 120 days following the date on which the building permit was issued for such improvements (or such later date on which Tenant has paid to Landlord the amount of the construction costs in excess of the Allowance), as such date may be extended by Force Majeure, then the Base Rent payable for the Option Space, as set forth in Paragraph 3 of this Third Amendment, shall be abated from the date on which such improvements should have been substantially completed until the date on which the construction of such Corporate Center 4 Tenant Improvements has been substantially completed. The Corporate Center 4 Tenant Improvements shall be deemed substantially completed when, in the reasonable opinion of the construction manager (whether an employee or agent of Landlord or a third party construction manager) ("Construction Manager"), (i) such improvements have been completed in good and satisfactory condition, subject only to completion of punch list items which do not prevent the utilization of the Option Space for the purposes for which they were intended in any material way (and which can be completed within 30 days), and
(ii) Landlord has received a satisfactory temporary or final certificate of occupancy and all necessary permits for the occupation of the Option Space. If Tenant disputes the Construction Manager's determination of the date of substantial completion, then the parties agree that the date of substantial completion shall be the date a temporary or final certificate of occupancy is issued by the City of Austin.

(C) Subject to applicable ordinances and building codes governing Tenant's right to occupy or perform in the Option Space, Tenant shall be allowed to install its machinery, equipment, fixtures, or other personal property on the Option Space during the final stages of completion of construction provided that Tenant does not thereby unreasonably interfere with the completion of construction or occasion any labor dispute as a result of such installations, and provided further that Tenant does hereby agree to assume all risk of loss or damage to such machinery, equipment, fixtures, and other personal property and to indemnify, defend and hold Landlord harmless from any loss or damage to such property, and all liability, loss, or damage arising from any injury to the project or the property of Landlord, its contractors, subcontractors, or materialmen, and any death or personal injury to any person or persons arising out of such installations. Delay in putting Tenant in possession of the Option Space which is the result of a Force Majeure event shall not serve to extend the term of the Lease or to make Landlord liable for any damages arising therefrom.

(D) Except for incomplete punch list items and latent defects, Tenant upon the substantial completion of the Corporate Center 4 Tenant Improvements shall have and hold the Option Space as the same shall then be without any liability or obligation on the part of Landlord for making any further alterations or improvements of any kind in or about the Option Space.

6. If Tenant, in accordance with any cancellation rights it may have under Paragraph 41 of the Lease, terminates all or a portion of the space in Southpark Corporate Center 4 prior to September 30, 2000, then in addition to any amounts owed by Tenant in accordance with Paragraph 41, for each such termination of space Tenant shall also pay to Landlord an amount calculated in accordance with the following formula:

Number of days between the date of
such termination and October 1, 2000   X   Amount of space terminated   X   $4,977.78
------------------------------------       --------------------------
                 30                                   88,000

The provisions of this Paragraph 6 are intended to supersede in their entirety (and are not cumulative of) the provisions of Paragraph 8 of the Second Amendment.

7. Exhibits A, B and C attached to this Third Amendment are made a part hereof for all purposes.

8. Except as modified herein, the Lease and all of the terms and conditions thereof, shall remain in full force and effect. In the event of any conflict between the terms and provisions of the Lease and the terms and provisions of this Third Amendment, the terms and provisions of this Third Amendment shall supersede and control.

This Third Amendment shall be construed under and enforceable in accordance with the laws of the State of Texas; and shall be binding upon and inure to the benefit of Landlord and Tenant and their respective successors and permitted assigns under the Lease (subject to the provisions of Paragraph 17 of the Lease).

9. Any obligation or liability whatsoever of Security Capital Industrial Trust, a Maryland real estate investment trust, which may arise at any time under the Lease or this Third Amendment, or any obligation or liability which may be incurred by it pursuant to any other instrument, transaction or undertaking contemplated hereby, shall not be personally binding upon, nor shall resort for the enforcement thereof be had to the property of, its trustees, directors, shareholders, officers, employees, or agents regardless of whether such obligation or liability is in the nature of contract, tort or otherwise.

IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment to be effective as of the day and year first above written.

CRYSTAL SEMICONDUCTOR                      SECURITY CAPITAL INDUSTRIAL TRUST
CORPORATION


By: /s/ CLYDE R. WALLIN                    By: /s/ STEVEN K. MEYER
    ---------------------------------          ---------------------------------
Name: Clyde R. Wallin                      Name: Steven K. Meyer
      -------------------------------            -------------------------------
Title: VP Finance                          Title: Senior Vice President
       ------------------------------             ------------------------------
                                                                      "Landlord"

CIRRUS LOGIC, INC.

By: /s/ JAMES H. CLARDY
    ---------------------------------
Name: James H. Clardy
      -------------------------------
Title: Corporate Officer
       ------------------------------
                             "Tenant"

EXHIBIT 10.9

COMMERCIAL LEASE AGREEMENT

BETWEEN

AMERICAN INDUSTRIAL PROPERTIES REIT, as Landlord

AND

CIRRUS LOGIC, INC., as Tenant

Dated: September 15, 1999

COMMERCIAL LEASE AGREEMENT PAGE 1
CIRRUS LOGIC

ARTICLE 1 - BASIC LEASE PROVISIONS                                           3
ARTICLE 2 - TERM AND POSSESSION                                              4
ARTICLE 3 - RENT                                                             6
ARTICLE 4 - SECURITY DEPOSIT                                                 8
ARTICLE 5 - OCCUPANCY AND USE                                                8
ARTICLE 6 - UTILITIES AND SERVICES                                          10
ARTICLE 7 - MAINTENANCE, REPAIRS, ALTERATIONS AND IMPROVEMENTS              11
ARTICLE 8 - INSURANCE, FIRE AND CASUALTY                                    13
ARTICLE 9 - CONDEMNATION                                                    16
ARTICLE 10 - LIENS                                                          16
ARTICLE 11 - TAXES ON TENANT'S PROPERTY                                     17
ARTICLE 12 - SUBLETTING AND ASSIGNING                                       17
ARTICLE 13 - SUBORDINATION AND TENANT'S ESTOPPEL CERTIFICATE                18
ARTICLE 14 - DEFAULT                                                        19
ARTICLE 15 - NOTICES                                                        22
ARTICLE 16 - MISCELLANEOUS PROVISIONS                                       22

Exhibit A      Site Plan of Premises
Exhibit B      Acceptance of Premises Memorandum
Exhibit C      Rules and Regulations
Exhibit D      Work Letter

Addendum Y Check, if applicable

Rider 1 Renewal Option

COMMERCIAL LEASE AGREEMENT PAGE 2
CIRRUS LOGIC

COMMERCIAL LEASE AGREEMENT

This Commercial Lease Agreement (hereinafter called this "Lease") is made this 15th day of September, 1999 between AMERICAN INDUSTRIAL PROPERTIES REIT, (hereinafter called "Landlord"), and CIRRUS LOGIC, INC., a Delaware corporation (hereinafter called "Tenant").

ARTICLE 1
BASIC LEASE PROVISIONS AND DEFINITIONS

1. Building:

a. Name: South East Commercial Center Address: 4120 Commercial Center Dr. Austin, Texas 78760
b. Intentionally Omitted
c. Agreed Rentable Area: 34,514 square feet.

2. Premises:

a. Suite #: 400
b. Agreed Rentable Area: 18,056 square feet.

3. Term: Twenty-four months and fifteen days.

4. Commencement Date: September 15, 1999.

5. Expiration Date: September 30, 2001.

6. Base Rent:

Commencement Date to September 30, 2000    $0.63 per square foot per month, or $11,375.28 per month
October 1, 2000 to September 30, 2001      $0.68 per square foot per month or $12,278.08 per month

7. Additional Rent -- Operating Expenses and Taxes:
Tenant shall pay its pro rata share, which is defined as 52.32%, of Operating Expenses and Real Estate Taxes. For the initial term of this Lease, Operating Expenses, excluding management fees and insurance, shall not exceed $1.44 per square foot annually. Tenant shall pay as separate line items (1) management fees which shall not exceed 3% (three percent) of Rent (as defined below), (2) Building utilities, and (3) Building insurance for each of the latter of which Tenant shall pay its Pro Rata Share in full. Real Estate Taxes shall not be limited and Tenant shall pay in full its Pro Rata Share of all Real Estate Taxes due.

The following chart is provided as an estimate of Tenant's initial monthly payment broken down into its components. This chart, however, does not supersede the specific provisions contained elsewhere in this Lease.

Initial Monthly Base Rent                              $ 11,375.28
Initial Monthly Estimated Operating Expense Escrow     $  2,166.72
Initial Monthly Estimated Management Fees              $    541.68
Initial Monthly Estimated Building Insurance           $    150.47
Initial Monthly Estimated Real Estate Tax Escrow       $  2,166.72
                                                       -----------
Total Initial Monthly Payment                          $ 16,400.87

8. Security Deposit: $-0-.

9. Permitted Use: Administrative offices, warehouse, and storage.

10. Landlord's Broker: USAA Realty Company. Landlord's Broker is represented by: Paul C. Joseph, Jr.

11. Tenant's Broker: NIA/Commercial Industrial Properties Tenant's Broker is represented by: Royce Lacey and Alan K. Lacey.

12. Payments: All payments shall be sent to Landlord in care of USAA Realty Company, ("Property Manager") at the address below, or such other place as Landlord may designate from time to time.

13. (Intentionally Deleted)

14. Notices: Addresses for notices due under this Lease:

COMMERCIAL LEASE AGREEMENT PAGE 3
CIRRUS LOGIC

LANDLORD

c/o American Industrial Properties REIT
6210 North Beltline, Suite 170
Irving, TX 75063-2656
Attention: Mr. Joe Akers
Office: (972) 756-6000
Fax: (972) 756-0704

Senior Property Manager:
Paula Boyd
USAA Realty Company
11044 Research Blvd.
Bldg. A, Suite A-200
Office: (512) 346-5232
Fax: (512) 345-1028

TENANT

Cirrus Logic, Inc.
3100 W. Warren Avenue, MS510
Fremont, CA 94538
Attention: Patricia Clark
Office: (510) 624-7164
Fax: (510) 624-7290

ARTICLE 2
TERM AND POSSESSION

SECTION 2.1 LEASE OF PREMISES, COMMENCEMENT AND EXPIRATION:

2.1.1 Lease of Premises: In consideration of the mutual covenants herein, Landlord hereby leases to Tenant and Tenant hereby leases from Landlord, subject to all the terms and conditions of this Lease, the portion of the Building (as described in Item 1 of Article 1) described as the Premises in Item 2 of Article 1 and that is more particularly described by the crosshatched area on Exhibit A attached hereto (hereinafter called the "Premises"). The agreed rentable area of the Premises is hereby stipulated to be the "Agreed Rentable Area" of the Premises set forth in Item 2b of Article 1, irrespective of whether the same should be more or less. The agreed rentable area of the Building is hereby stipulated to be the "Agreed Rentable Area" of the Building set forth in Item 1c of Article 1, irrespective of whether the same should be more or less. The Building, the land on which the Building is situated and all improvements and appurtenances to the Building and the land are referred to collectively herein as the "Property".

2.1.2 Initial Term and Commencement: The initial term of this Lease shall be the period of time specified in Item 3 of Article 1. The initial term shall commence on the Commencement Date (herein so called) set forth in Item 4 of Article 1 and, unless sooner terminated pursuant to the terms of this Lease, the initial term of this Lease shall expire, without notice to Tenant, on the Expiration Date (herein so called) set forth in Item 5 of Article 1 (as such Commencement Date and/or Expiration Date may be adjusted pursuant to Exhibit B attached hereto). Notwithstanding anything to the contrary contained herein, the Lease will expire in the last day of the last month of the Term.

SECTION 2.2 INSPECTION AND DELIVERY OF PREMISES, CONSTRUCTION OF LEASE SPACE IMPROVEMENTS AND POSSESSION:

2.2.1 Delivery and Completion: TENANT HEREBY ACKNOWLEDGES THAT TENANT
HAS INSPECTED THE COMMON AREA (AS HEREINAFTER DEFINED) AND THE PREMISES, AND HEREBY ACCEPTS THE COMMON AREA IN "AS IS" CONDITION FOR ALL PURPOSES.

COMMERCIAL LEASE AGREEMENT PAGE 4
CIRRUS LOGIC

TENANT ALSO HEREBY ACCEPTS THE PREMISES FOR ALL PURPOSES (INCLUDING THE SUITABILITY OF THE PREMISES FOR THE PERMITTED USE). Tenant will perform or cause to be performed the work and/or construction of Tenant's Improvements (as defined in the Work Letter attached hereto as Exhibit D) in accordance with the terms of the Work Letter. The Premises shall be delivered to Tenant upon this Lease being signed by all parties. Landlord will, permit the Tenant to have access to the Premises prior to the Commencement Date. Any such occupancy will not affect the Commencement Date; however, such occupancy will be subject to all other provisions of this Lease, including without limitation the indemnity provisions set forth in Section 8.5.1. hereof.

2.2.2 Common Area: "Common Areas" will mean all areas, spaces, facilities, and equipment (whether or not located within the Building) made available by Landlord for the common and joint use of Landlord, Tenant and others designated by Landlord using or occupying space in the Building or at the Property, as applicable, to the extent same are not expressly made a part of the Premises, and are made available for use of all tenants in the Building. Tenant is hereby granted a nonexclusive right to use the Common Areas during the term of this Lease for its intended purposes, in common with others designated by Landlord, subject to the terms and conditions of this Lease, including, without limitation, the Rules and Regulations, as defined in Exhibit C. The Common Areas will be at all times under the exclusive control, management and operation of the Landlord.

2.2.3 Acceptance of Premises Memorandum: Tenant shall execute the Acceptance of Premises Memorandum (herein so called) attached hereto as Exhibit B simultaneous with the execution of this Lease. If Tenant occupies the Premises without executing an Acceptance of Premises Memorandum, Tenant shall be deemed to have accepted the Premises for all purposes.

SECTION 2.3 REDELIVERY OF THE PREMISES: Upon the expiration or earlier termination of this Lease, or upon the exercise by Landlord of its right to re-enter the Premises without terminating this Lease, Tenant shall immediately deliver to Landlord the Premises in a safe, "broom clean", neat, sanitary and operational condition, normal wear and tear excepted, together with all keys and parking and access cards. Tenant shall, by the Expiration Date or, the date this Lease is earlier terminated in accordance with the terms hereof, remove from the Premises, at the sole expense of Tenant: (i) unless Landlord is asserting its lien rights therein, any equipment, machinery, trade fixtures and personally installed or placed in the Premises by or on behalf of Tenant and (ii) if requested by Landlord, all or any part of the improvements made to the Premises by or on behalf of Tenant except the improvements shown on Exhibit D and improvements Landlord agreed to retain in accordance with Section 7.3.3. All removals described above shall be accomplished in a good and workmanlike manner so as not to damage the Premises or the primary structure or structural qualities of the Building or the plumbing, electrical lines or other utilities. Tenant shall, at its expense, promptly repair any damage caused by such removal, provided that in the case of improvements that Tenant is required to remove, Tenant shall restore the Premises to the condition existing prior to the installation of such improvements. If Tenant fails to deliver the Premises in the condition aforesaid, then Landlord may restore the Premises to such a condition at Tenant's expense. All property required to be removed pursuant to this Section not removed within time period required hereunder shall thereupon be conclusively presumed to have been abandoned by Tenant and Landlord may, at its option, take over possession of such property and either (a) declare the same to be the property of Landlord or (b) at the sole cost and expense of Tenant, remove and store and/or dispose of the same or any part thereof in any manner that Landlord shall choose without incurring liability to Tenant or any other person.

SECTION 2.4 HOLDING OVER: In the event Tenant, or any party under Tenant claiming rights to this Lease, retains possession of the Premises after the expiration or earlier termination of this Lease, such possession shall constitute and be construed as a tenancy at will only, subject however, to all of the terms, provisions, covenants and agreements on the part of Tenant hereunder; such parties shall be subject to immediate eviction and removal, and Tenant or any such party covenants and agrees to pay Landlord as rent for the period of such holdover an amount equal to 1.50 times the Base Rent and Additional Rent (as hereinafter defined) in effect immediately preceding expiration or termination, as applicable, prorated on a daily basis. Tenant covenants and agrees to also pay any and all damages sustained by Landlord as a result of such holdover not approved by Landlord. The rent during such holdover period shall be payable to Landlord from time to time on demand; provided, however, if no demand is made during a particular month, holdover rent accruing during such month shall be paid in accordance with the provisions of Section 3.1.

COMMERCIAL LEASE AGREEMENT PAGE 5
CIRRUS LOGIC

Tenant will vacate the Premises and deliver same to Landlord immediately upon Tenant's receipt of notice from Landlord to so vacate. No holding over by Tenant, whether with or without consent of Landlord, shall operate to extend the term of this Lease. No payments of money by Tenant to Landlord after the expiration or earlier termination of this Lease shall reinstate, continue or extend the term of this Lease. No payments of money by Tenant, other than the holdover rent accruing during such holdover period paid in accordance with the provisions of this Section 2.4, to Landlord after the expiration or earlier termination of this Lease shall constitute full payment of rent under the terms of this Lease. Tenant further agrees that any such payment(s) of the Base Rent and Additional Rents at an amount less than the holdover rent accruing in accordance with the provisions of this Section 2.4, to Landlord shall constitute a default and breach of this Lease by Tenant pursuant to Article 14 herein. No extension of this Lease after the expiration or earlier termination thereof shall be valid unless and until the same shall be evidenced by a writing signed by both Landlord and Tenant.

ARTICLE 3
RENT

SECTION 3.1 BASE RENT: Tenant shall pay as rent for the Premises the applicable Base Rent shown in Item 6 of Article 1. The Base Rent shall be payable in monthly installments equal to the applicable Base Rent shown in Item 6 of Article 1 in advance, without notice, demand, offset or deduction. The required monthly installments shall commence on the Commencement Date and shall continue on the first (1st) day of each calendar month thereafter until the Expiration Date. Payments made within five (5) days of the due date will be deemed timely. If the Commencement Date is specified to occur or otherwise occurs on a day other than the first day of a calendar month, the Base Rent for such partial month shall be prorated.

SECTION 3.2 ADDITIONAL RENT:

3.2.1 Definitions: For purposes of this Lease, the following definitions shall apply:

(a) "Additional Rent", for a particular year, shall equal the product of Tenant's Pro Rata Share Percentage (as set forth in Item 7 of Article 1), multiplied by the sum of all Operating Expenses for the applicable calendar year plus the Real Estate Taxes for the applicable calendar year.

(b) "Operating Expenses" shall mean (without duplication of any costs and expenses of which Tenant is responsible under Section 6.1 or subsection 7.2.1 below) (i) all of the costs and expenses Landlord incurs, pays or becomes obligated to pay in connection with operating, managing, maintaining, repairing and insuring the Property for a particular calendar year or portion thereof as determined by Landlord in accordance with generally accepted accounting practices, (ii) wages, salaries, employee benefits and taxes for personnel working full or part-time in connection with the operation, maintenance and management of the Building and the Common Areas, (iii) the cost of any capital improvement made to the Building by Landlord after the date of this Lease that is required under any governmental law or regulation, together with an amount equal to interest at the rate of ten percent (10%) per annum (the "Amortization Rate") on the unamortized balance thereof, (iv) the cost of any capital improvement made to the Common Areas of the Building after the date of this Lease that is required under the interpretations or regulations issued from time to time under the provisions of the Americans With Disabilities Act of 1990, 42 U.S.C. Section 120101-12213 or comparable laws of the State and local agencies in which the Property is located (collectively, the "Disability Acts"), amortized over such period as Landlord shall reasonably determine, together with an amount equal to interest at the Amortization Rate on the unamortized balance thereof, (v) the cost of any labor-saving or energy-saving device or other equipment installed in the Building after the date hereof, only to the extent that it equals the savings to Tenant in a given year, amortized over such period as is reasonably determined by Landlord, together with an amount equal to interest at the Amortization Rate on the unamortized balance thereof, and (vi) the charges assessed against the Property pursuant to any contractual covenants or recorded declaration of covenants or the covenants, conditions and restrictions of any other similar instrument affecting the Property. Operating Expenses shall not include Real Estate Taxes (hereinafter defined).

(c) "Real Estate Taxes" shall mean all real estate taxes and other taxes or assessments, which are levied with respect to the Property or any portion thereof for each calendar year and shall include any tax,

COMMERCIAL LEASE AGREEMENT PAGE 6
CIRRUS LOGIC

surcharge or assessment which shall be levied in addition to or in lieu of real estate taxes, the costs and expenses of a consultant, if any, and/or of contesting the validity or amount of such real estate or other taxes, and shall also include any rental, excise, sales, transaction, privileged, or other tax or levy, however denominated, imposed upon or measured by the rental payable hereunder or on Landlord's business of leasing the Premises, any non-progressive tax on or measured by gross rentals received from the rental of space in the Building, and any tax in this transaction or any documents to which Tenant is a party creating or transferring an interest in the Premises, excepting only Landlord's net income taxes (collectively, "Real Estate Taxes").

3.2.2 Payment Obligation: In addition to the Base Rent specified in this Lease, Tenant shall pay to Landlord the Additional Rent, in each calendar year or partial calendar year, payable in monthly installments as hereinafter provided. On or prior to the Commencement Date and at least thirty (30) days prior to each calendar year thereafter (or as soon thereafter as is reasonably possible), Landlord shall give Tenant written notice of Tenant's estimated Additional Rent for the applicable calendar year and the amount of the monthly installment due for each month during such year. Tenant shall pay to Landlord on the Commencement Date and on the first day of each month thereafter the amount of the applicable monthly installment, without notice, demand, offset or deduction, provided, however, if the applicable installment covers a partial month, then such installment shall be prorated on a daily basis. If Landlord fails to give Tenant notice of its estimated payments of Additional Rent in accordance with this subsection for any calendar year, then Tenant shall continue making monthly estimated payments in accordance with the estimate for the previous calendar year until a new estimate is provided by Landlord. If Landlord determines that, because of unexpected increases in Operating Expenses or other reasons, Landlord's estimate of Operating Expenses was too low, then Landlord shall have the right to give a new statement of the estimated Additional Rent due from Tenant for the applicable calendar year or the balance thereof and to bill Tenant for any deficiency which may have accrued during such calendar year or portion thereof, and Tenant shall thereafter pay monthly installments of Additional Rent based on such new statement. Within ninety (90) days after the expiration of each calendar year, and of the Expiration Date or as soon thereafter as is practicable, Landlord shall prepare and deliver to Tenant a statement showing Tenant's actual Additional Rent for the applicable calendar year, provided that with respect to the calendar year in which the Expiration Date occurs, (x) that calendar year shall be deemed to have commenced on January 1 of that year and ended on the Expiration Date (the "Final Calendar Year") and (y) Landlord shall have the right to estimate the actual Operating Expenses allocable to the Final Calendar Year. If Tenant's total monthly payments of Additional Rent for the applicable calendar year are less than Tenant's actual Additional Rent, then Landlord shall credit the amount of such overpayment to Tenant, provided, however, with respect to the Final Calendar Year, Landlord shall pay to Tenant the amount of such excess payments, less any additional amounts then owed to Landlord. Unless Tenant takes written exception to any item within three (3) months after the furnishing of an annual statement, such statement shall be considered as final and accepted by Tenant. Any amount due Landlord as shown on any such statement shall be paid by Tenant within twenty (20) days after it is furnished to Tenant.

SECTION 3.3 RENT DEFINED AND NO OFFSETS: The Base Rent, the Additional Rent and all other sums required to be paid to Landlord by Tenant under this Lease, including any sums due under the Work Letter, shall constitute rent and are sometimes collectively referred to as "Rent". Tenant shall pay each payment of Rent when due, without prior notice or demand therefor and without deduction or offset.

SECTION 3.4 LATE CHARGES: If any installment of Base Monthly Rent or Additional Rent or any other payment of Rent under this Lease shall not be paid within five
(5) days of when due, a "Late Charge" of five percent (5%) of the amount overdue may be charged by Landlord to defray Landlord's administrative expense incident to the handling of such overdue payments. Each Late Charge shall be payable by Tenant on demand of Landlord. Landlord shall waive the Late Charges two (2) times during the term of the Lease and provide Tenant with written notice and five (5) days to cure for the two (2) times Landlord waives the Late Charge.

COMMERCIAL LEASE AGREEMENT PAGE 7
CIRRUS LOGIC

ARTICLE 4
SECURITY DEPOSIT

[This Section intentionally deleted]

ARTICLE 5
OCCUPANCY AND USE

SECTION 5.1 USE OF PREMISES:

5.1.1 General: The Premises shall, subject to the remaining provisions of this Section, be used solely for the purpose specified in Item 9 of Article
1. Prior to commencement of any work pursuant to the Work Letter (or if no work is to be performed pursuant to a Work Letter, then prior to Tenant's occupancy of the Premises), Tenant shall satisfy itself and Landlord that the Permitted Use will comply with all applicable zoning ordinances, rules and regulations. Without in any way limiting the foregoing, Tenant shall not use any part of the Premises for sleeping quarters, or for the generation of hazardous or toxic chemical or materials, and will not use, occupy or permit the use or occupancy of the Premises for any purpose which is forbidden by or in violation of any zoning ordinance, law, rule or regulation or any other law, ordinance, or governmental or municipal regulation, order, or certificate of occupancy, or which may be dangerous to life, limb or property; or permit the maintenance of any public or private nuisance; or do or permit any other thing which may disturb the quiet enjoyment of any other tenant of the Building; or keep any substance or carry on or permit any operation which might emit offensive odors or conditions from the Premises; or commit, suffer or permit any waste in or upon the Premises, or at any time sell, purchase or give away or permit the sale, purchase or gift of food in any form by or to any of Tenant's agents or employees or other parties in the Premises except through vending machines in employees' lunch or rest areas within the Premises for use by Tenant's employees only; or use an apparatus which might make undue noise or set up vibrations in the Building; or permit anything to be done which would increase the fire and extended coverage insurance rate on the Building or contents, and if there is any increase in such rate by reason of acts of Tenant, then Tenant agrees to pay such increase upon demand therefor by Landlord. Payment by Tenant of any such rate increase shall not be a waiver of Tenant's duty to comply herewith. TENANT SHALL INDEMNIFY AND HOLD LANDLORD HARMLESS FROM ANY AND ALL COSTS, EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES), CLAIMS AND CAUSES OF ACTION ARISING FROM TENANT'S FAILURE TO COMPLY WITH THIS SECTION. Outside storage, including without limitation, storage in non-operative or stationary trucks, trailers and other vehicles, and vehicle maintenance or repair is prohibited without Landlord's prior written consent. Tenant shall keep the Premises neat and clean at all times. Tenant shall promptly correct any violation of a governmental law, rule or regulation with respect to the Premises. Tenant shall comply with any direction of any governmental authority having jurisdiction which imposes any duty upon Tenant or Landlord with respect to the Premises, or with respect to the occupancy or use thereof and shall comply with all matters of record affecting the Premises which may impose additional restrictions and/or obligations on the Landlord or the Tenant.

5.1.2 Hazardous and Toxic Materials:

(a) Tenant shall not incorporate into, use, or otherwise place or dispose of at the Premises or in the Building or the Property any hazardous or toxic materials except for use and storage of cleaning and office supplies used in the ordinary course of Tenant's business and then only if (i) such materials are in small quantities, properly labeled and contained, (ii) such materials are handled and disposed of in accordance with the highest accepted industry standards for safety, storage, use and disposal, (iii) notice of and a copy of the current material safety data sheet is promptly delivered to Landlord for each such hazardous or toxic material and (iv) such materials are used, transported, stored, handled and disposed of in accordance with all applicable governmental laws, rules and regulations. Landlord shall have the right to periodically inspect, take samples for testing and otherwise investigate the Premises for the presence of hazardous or toxic materials. Landlord shall not knowingly dispose of at the Premises, in the Building or the Property any hazardous or toxic materials and shall otherwise deal with all hazardous or toxic materials at the Premises, Building or Property in a manner that will not materially and adversely affect Tenant's access, use or occupancy of the Premises. If Landlord or Tenant ever has knowledge of the presence in the Premises or the Building or the Property of hazardous or toxic materials which affect the Premises, the party having knowledge shall notify the other party thereof in writing promptly after obtaining such knowledge. For purposes of this Lease, hazardous or toxic

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materials shall mean asbestos containing materials ("ACM") and all other materials, substances, wastes and chemicals classified as hazardous or toxic substances, materials, wastes or chemicals under then-current applicable governmental laws, rules or regulations or that are subject to any right-to-know laws or requirements.

(b) Prior to commencement of any tenant finish work to be performed by Landlord, Tenant shall have the right to make such studies and investigations and conduct such tests and surveys of the Premises from an environmental standpoint as Tenant deems necessary or appropriate, subject to the conditions that all such studies and investigations shall be completed prior to the commencement of any tenant finish work to be performed by landlord. TENANT SHALL RESTORE THE PREMISES AND HOLD LANDLORD HARMLESS FROM AND INDEMNIFY LANDLORD AGAINST ALL LOSS, DAMAGES, AND CLAIMS RESULTING FROM OR RELATING TO TENANT'S STUDIES, TESTS AND INVESTIGATIONS. If such study, test, investigation or survey evidences hazardous or toxic materials which affect the Premises, Tenant shall have the right to terminate this Lease provided such right shall be exercised, if at all, prior to the commencement of any tenant finish work to be performed by Landlord and within five (5) days after Tenant receives the evidence of hazardous or toxic materials or if Tenant takes occupancy of the Premises prior to exercising such right, Tenant's right to terminate this Lease shall be null and void and of no further force and effect.

(c) If Tenant or its employees, agents, contractors, invitees, or visitors shall ever violate the provisions of paragraph (a) of this subsection 5.1.2 or otherwise contaminate the Premises or the Property, then Tenant shall clean up, remove and dispose of the material causing the violation, in compliance with all applicable governmental standards, laws, rules and regulations and then prevalent industry practice and standards and shall repair any damage to the Premises or the Building or the Property within such period of time as may be reasonable under the circumstances after written notice by Landlord. Tenant shall notify Landlord of its method, time and procedure for any clean up or removal and Landlord shall have the right to require reasonable changes in such method, time or procedure or to require the same to be done after normal business hours. Tenant's obligations under this subsection 5.1.2(c) shall survive the termination of this Lease. Tenant represents to Landlord that, except as has been disclosed to Landlord in writing, Tenant has never been cited for or convicted of any hazardous or toxic materials violations under applicable laws, rules or regulations.

(d) TENANT AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS THE LANDLORD FROM AND AGAINST ALL OBLIGATIONS (INCLUDING REMOVAL AND REMEDIAL ACTIONS), LOSSES, CLAIMS, SUITS, JUDGMENTS, LIABILITIES, PENALTIES, DAMAGES (INCLUDING CONSEQUENTIAL AND PUNITIVE DAMAGES), COSTS AND EXPENSES (INCLUDING ATTORNEYS' AND CONSULTANTS' FEES AND EXPENSES) OF ANY KIND OR NATURE ("COLLECTIVELY, "CLAIMS") WHATSOEVER THAT MAY AT ANY TIME BE INCURRED BY, IMPOSED ON OR ASSERTED AGAINST SUCH INDEMNITIES DIRECTLY OR INDIRECTLY BASED ON, OR ARISING OR RESULTING FROM (a) THE ACTUAL OR ALLEGED PRESENCE OF HAZARDOUS OR TOXIC MATERIALS ON THE PREMISES WHICH IS CAUSED OR PERMITTED BY TENANT, AND (b) ANY CLAIM OR CAUSE OF ACTION RELATING IN ANY WAY TO TENANT'S OPERATION OR USE OF THE PREMISES. TENANT WILL BE RELIEVED OF THE FOREGOING INDEMNIFICATION OBLIGATIONS UNLESS LANDLORD (I) NOTIFIES TENANT PROMPTLY IN WRITING OF SUCH CLAIM; (II) ALLOWS TENANT TO CONTROL THE DEFENSE AND SETTLEMENT OF ANY SUCH CLAIM; AND (III) GIVES TENANT INFORMATION AND ASSISTANCE WITH ANY SUCH CLAIM, AT TENANT'S EXPENSE. THE PROVISIONS OF THIS SECTION 5.1.2(D) SHALL SURVIVE THE EXPIRATION OR SOONER TERMINATION OF THIS LEASE. If Landlord notifies Tenant of any claim, demand, action, administrative or legal proceeding, investigation or allegations as to which the indemnity provided for in this Section 5.1.2(d) applies (a "Potential Claim"), Tenant shall assume on behalf of Landlord, and conduct with due diligence and in good faith, the investigation and defense thereof and the response thereto with counsel reasonably satisfactory to Landlord; provided that Tenant shall have the right to cure such matter that is the subject of the Potential Claim if such cure will not result in additional liability or loss of rights to Landlord. In the event that any such Potential Claim involves both Tenant and Landlord, and Landlord shall have reasonably concluded that there may be a

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legal defense available to it which is inconsistent with or in addition to those available to Tenant, then Landlord shall have the right to select separate counsel to participate in the investigation and defense of and response to such Potential Claim on its own behalf at Tenant's expense; provided that Landlord promptly notifies Tenant in writing of the reasons for Landlord's need for separate counsel.

SECTION 5.2 RULES AND REGULATIONS: Tenant will comply with such rules and regulations (the "Rules and Regulations") generally applying to tenants in the Building as may be adopted from time to time by Landlord for the management, cleanliness of, and the preservation of good order and protection of property in, the premises and the Building and the Property. A current copy of the Rules and Regulations applicable to the Building is attached hereto as Exhibit C. All such Rules and Regulations are hereby made a part hereof. All changes and amendments to the Rules and Regulations sent by Landlord to Tenant in writing and conforming to the foregoing standards shall be carried out and observed by Tenant. Landlord hereby reserves all rights necessary to implement and enforce the Rules and Regulations and each and every provision of this Lease.

SECTION 5.3 ACCESS; RIGHT OF ENTRY: Without being deemed or construed as committing an actual or constructive eviction of Tenant and without abatement of Rent, Landlord or its authorized agents shall have the right to enter the Premises, upon reasonable notice (except in emergency situations where no prior notice is required), to inspect the Premises, to show the Premises to prospective lenders, purchasers or tenants and to fulfill Landlord's obligations or exercise its rights under this Lease; provided, however, no notice shall be required to inspect or show the Premises within the six (6) month period prior to expiration of this Lease. However, Landlord or its authorized agents shall be escorted by an employee of Tenant. Tenant hereby waives any claim for damages for any injury or inconvenience or interference with Tenant's business, any loss of occupancy or quiet enjoyment of the Premises, and any other loss occasioned thereby. Landlord shall have the right to use any and all means which Landlord may deem proper to enter the Premises in an emergency without liability therefor.

SECTION 5.4 QUIET POSSESSION: Provided Tenant timely pays Rent and observes and performs all of the covenants, conditions and provisions on Tenant's part to be observed and performed hereunder, Tenant shall have the quiet possession of the Premises until the Expiration Date, subject to all of the provisions of this Lease and all laws, encumbrances, liens and restrictive covenants to which the Property is subject.

ARTICLE 6
UTILITIES AND SERVICES

SECTION 6.1 UTILITIES: Except for Landlord's obligation under the last two sentences of this Section 6.1, Tenant shall be responsible for providing all utilities to the Premises. Without limiting the foregoing, Tenant shall heat the Premises as necessary to prevent any freeze damage to the Premises or any portion thereof. Tenant shall directly pay for all utilities used on the Premises which are separately metered, and reimburse Landlord for sub-metered utilities (if any) together with any maintenance charges for utilities. The cost of any utilities which are not separately metered or sub-metered to the Premises shall be an Operating Expense and charged to Tenant in accordance with Article
3. Tenant's use of electric current shall at no time exceed the capacity of the feeders or lines to the Building or the risers or wiring installation of the Building or the Premises. Landlord shall in no event be liable for any interruption or failure of, and Tenant shall not be entitled to any abatement or reduction of Rent by reason of, any interruption or failure of utilities or other services to the Premises, nor shall any such interruption or failure in any such utility or service be construed as an eviction (constructive or actual) of Tenant or as a breach of the implied warranty of suitability, or relieve Tenant from the obligation to perform any covenant or agreement herein, and in no event shall Landlord be liable for damage to persons or property (including, without limitation, business interruption), or in default hereunder, as a result of any such interruption or failure. However, if any such interruption is caused by a break or other damage to any utility lines located on the Property and outside of the Building that are under the exclusive control of Landlord, upon receipt of written notice of such interruption Landlord shall use reasonable efforts to perform or cause to be performed the necessary repairs within such time frame as may be reasonable under the circumstances in order to restore the affected service to the Premises. In addition, if any such interruption is caused by a break or other damage to any utility line

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located on the Property and controlled by a governmental, private or public utility, Landlord will cooperate with such utility so that the interrupted service is restored to the Premises as soon as is reasonably possible.

SECTION 6.2 SERVICES: Landlord shall be under no obligation to provide any services to the Building or Premises, except that Landlord shall provide routine maintenance and cleaning in the Common Areas and utility service lines and hookups to the Building, landscaping and parking lot maintenance.

ARTICLE 7
MAINTENANCE, REPAIRS, ALTERATIONS AND IMPROVEMENTS

SECTION 7.1 LANDLORD'S OBLIGATION TO MAINTAIN AND REPAIR; Landlord shall (subject to Section 8.1, Section 8.4, Article 9 and Landlord's rights under
Section 3.2, and except for ordinary wear and tear) maintain load bearing walls and foundation and repair or replace the roof of the Building when necessary (with the cost of roof repairs an Operating Expense, and charged to Tenant pursuant to Section 3.2.1.(b)). Except for maintaining the structural soundness of the load bearing walls and foundation of the Building in which the Premises are located, Landlord shall not be required to maintain or repair any other portion of the Premises.

SECTION 7.2 TENANT'S OBLIGATIONS TO MAINTAIN AND REPAIR:

7.2.1 Tenant's Obligation: Subject to Sections 7.1, 8.1 and 8.4 and Article 9, Tenant shall, at Tenant's sole cost and expense, and with Landlord's supervision, repair and, as appropriate, replace any damage or injury done to the Premises caused by Tenant, Tenant's agents, employees, licensees, invitees or visitors and shall otherwise keep and maintain in good condition, appearance and repair (including replacements), the Premises, which obligation shall include, but not be limited to, the maintenance, repair and, as appropriate, replacement of (a) all security, fire (including fire sprinkler), heating and air conditioning systems and fixtures serving the Premises, (b) all plumbing, sewage, mechanical and electrical systems and fixtures serving the Premises, (c) all fixtures, walls, ceilings, floors, doors, overhead and dock loading doors, windows, plate glass, skylights, lamps, fans and all other appliances and equipment of every kind and nature located in, upon or about the Premises and
(d) the rail spur(s), if any, exclusively serving the Premises. TENANT SHALL INDEMNIFY AND HOLD LANDLORD HARMLESS FROM ANY AND ALL COSTS, EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES), CLAIMS AND CAUSES OF ACTION ("COLLECTIVELY, "CLAIMS") ARISING FROM OR INCURRED BY AND/OR ASSERTED IN CONNECTION WITH ANY SUCH MAINTENANCE, REPAIRS, REPLACEMENTS, DAMAGE OR INJURY OR TENANT'S BREACH OF ITS OBLIGATIONS UNDER THIS SECTION 7.2 TENANT WILL BE RELIEVED OF THE FOREGOING INDEMNIFICATION OBLIGATIONS UNLESS LANDLORD (1) NOTIFIES TENANT PROMPTLY IN WRITING OF SUCH CLAIM; (II) ALLOWS TENANT TO CONTROL THE DEFENSE AND SETTLEMENT OF ANY SUCH CLAIM; AND (III) GIVES TENANT INFORMATION AND ASSISTANCE WITH ANY SUCH CLAIM, AT TENANT'S EXPENSE. If landlord notifies tenant of any claim, demand, action, administrative or legal proceeding, investigation or allegations as to which the indemnity provided for in this Section 7.2.1(d) applies (a "Potential Claim"), Tenant shall assume on behalf of Landlord, and conduct with due diligence and in good faith, the investigation and defense thereof and the response thereto with counsel reasonably satisfactory to Landlord; provided that Tenant shall have the right to cure such matter that is the subject of the Potential Claim if such cure will not result in additional liability or loss of rights to Landlord. In the event that any such Potential Claim involves both Tenant and Landlord, and Landlord shall have reasonably concluded that there may be a legal defense available to it which is inconsistent with or in addition to those available to Tenant, then Landlord shall have the right to select separate counsel to participate in the investigation and defense of and response to such Potential Claim on its own behalf at Tenant's expense; provided that Landlord promptly notifies Tenant in writing of the reasons for Landlord's need for separate counsel. All repairs and replacements performed by or on behalf of Tenant shall be performed in a good and workmanlike manner acceptable in all aspects to Landlord, and in accordance with Landlord's standards applicable to alterations or improvements performed by Tenant. Tenant shall continue to pay Rent, without abatement, during any period that repairs or replacements are performed or required to be performed by Tenant under this Section 7.2. Tenant shall make no repairs to or penetrations of the roof of the Premises without Landlord's consent.

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7.2.2 Rights of Landlord: Any maintenance, repairs or replacements to be performed by Tenant under Section 7.2.1 above and any service which Tenant is required to provide under Section 6.1 above may, upon written notice from Landlord to Tenant, be performed by Landlord for Tenant's benefit, in which event Tenant shall reimburse Landlord for all expenses and costs incurred by Landlord in performing same plus an additional five percent (5%) of such amount to compensate Landlord for Landlord's overhead and administrative costs relating to such work. Landlord shall have the same rights with respect to repairs performed by Tenant as Landlord has with respect to improvements and alterations performed by Tenant under subsection 7.3.3. In the event Tenant fails, in the reasonable judgment of Landlord, to maintain the Premises in good order, condition and repair, or otherwise satisfy its repair and replacement obligations under subsection 7.2.1 or fails to provide the services required under Section 6.1 above, and such failure continues beyond a reasonable period of time, Landlord shall have the right to perform such maintenance, repairs and replacements or provide such services, at Tenant's sole cost and expense. Tenant shall pay to Landlord on demand any such expense incurred by Landlord plus an additional five percent (5%) of such amount to compensate Landlord for Landlord's overhead and administrative costs relating to such work, together with interest thereon at the rate specified in Section 16.9 from the date of demand until paid. All such amounts owing pursuant to this Section 7.2.2 shall be deemed Rent hereunder.

SECTION 7.3 IMPROVEMENTS AND ALTERATIONS:

7.3.1 Landlord's Construction Obligation: Landlord's sole construction obligation under this Lease is as set forth in the Work Letter attached hereto as Exhibit D.

7.3.2 Alteration of Building by Landlord: New Construction: Landlord hereby reserves the right and at all times shall have the right to repair, change, redecorate, alter, improve, modify, renovate, enclose or make additions to any part of the Property (including structural elements and load bearing elements within the Premises), to enclose and/or change the arrangement and/or location of driveways or parking areas or landscaping or other Common Areas of the Property, and to construct new improvements on adjacent parcels of land, all, Tenant agrees, without having committed an actual or constructive eviction of Tenant or breach of the implied warranty of suitability and without an abatement of Rent (the "Reserved Right"). When exercising the Reserved Right, Landlord will use reasonable efforts to minimize interference with Tenant's use and occupancy of the Premises.

7.3.3 Alterations. Additions. Improvements and Installations by Tenant:
Tenant shall not, without the prior written consent of Landlord, make any changes, modifications, alterations, additions or improvements (other than Tenant's Improvements under the Work Letter) to, nor install any equipment or machinery (other than office equipment and unattached personal property) on, the Premises (all such changes, modifications, alterations, additions, improvements other than Tenant's Improvements under the Work Letter and installations approved by Landlord are herein collectively referred to as "Installations") if any such Installations would (i) affect structural or load bearing portions of the Premises, (ii) result in a material increase of electrical usage above the normal type and amount of electrical current to be provided by Landlord, (iii),
(iv) impact mechanical, electrical or plumbing systems in the Premises or the Building, (v) affect areas of the Premises which can be viewed from Common Areas, (vi) require greater or more difficult cleaning work (e.g., kitchens, reproduction rooms, and interior glass partitions) or (vii) violate any provision in Article 5 attached hereto. All Installations shall be at Tenant's sole cost and expense. Without in any way limiting Landlord's consent rights, Landlord's consent shall be conditioned on (a) Landlord approving the contractor or person making such Installations and approving such contractor's insurance coverage to be provided in connection with the work, (b) Landlord's supervision of the work, (c) Landlord approving final and complete plans and specifications for the work and (d) the appropriate governmental agency, if any, having final and complete plans and specifications for such work. All work performed by Tenant or its contractor relating to the Installations shall conform to applicable governmental laws, rules and regulations, including, without limitation, the Disability Acts. Upon completion of the Installations, Tenant shall deliver to Landlord "as built" plans. All Installations that constitute improvements constructed within the Premises shall be surrendered with the Premises at the expiration or earlier termination of this Lease, unless Landlord requests that same be removed pursuant to Section 2.3 of this Lease and Landlord shall notify Tenant at the time that Landlord approves the Installations whether Landlord will require Tenant to remove the Installations and restore the Premises. TENANT SHALL INDEMNIFY AND SAVE LANDLORD

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HARMLESS FROM ANY AND ALL COSTS, EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES AND COSTS), DEMANDS, CLAIMS, CAUSES OF ACTION AND LIENS ARISING FROM OR IN CONNECTION WITH ANY INSTALLATIONS PERFORMED BY OR ON BEHALF OF TENANT. All Installations performed by or on behalf of Tenant will be performed diligently and in a first-class workmanlike manner, and in compliance with all applicable laws, ordinances, regulations and rules of any public authority having jurisdiction over the Building and/or Tenant's and Landlord's insurance carriers. Landlord will have the right, but not the obligation, to inspect periodically the work on the Premises and may require changes in the method or quality of the work.

7.3.4 Approvals: Any approval by Landlord (or Landlord's architect and/or engineers) of any of Tenant's contractors or Tenant's drawings or plans or specifications which are prepared in connection with any construction of improvements (including without limitation, Tenant's Improvements) in the Premises shall not in any way be construed as or constitute a representation or warranty of Landlord as to the abilities of the contractor or the adequacy or sufficiency of such drawings, plans or specifications or the improvements to which they relate, for any use, purpose or condition.

ARTICLE 8
INSURANCE, FIRE AND CASUALTY

SECTION 8.1 TOTAL OR PARTIAL DESTRUCTION OF THE BUILDING OR THE PREMISES:
Tenant covenants and agrees to immediately give Landlord telephonic and written notice of any fire or other casualty affecting the Premises or the Building. In the event that the Building should be totally destroyed by fire or other casualty or in the event the Building (or any portion thereof) should be so damaged that rebuilding or repairs cannot be completed, in Landlord's reasonable opinion, within one hundred twenty
(120) days of Landlord's becoming aware of the applicable fire or casualty, either Landlord or Tenant may, at its option, terminate this Lease, by written notice to the other, with Tenant's notice to be given within ten
(10) days after being advised by Landlord that the rebuilding or repairs cannot be completed within one hundred twenty (120) days. In the event the Building or the Premises should be damaged by fire or other casualty and, in Landlord's reasonable opinion, the rebuilding or repairs can be completed within one hundred twenty (120) days of Landlord's becoming aware of the applicable fire or casualty, or if the damage should be more serious but neither Landlord nor Tenant elect to terminate this Lease pursuant to this Section, Landlord shall, within sixty (60) days after the date of receipt of notice. of such damage, commence to rebuild or repair the Building and the Premises (including Tenant's Improvements, but only to the extent of insurance proceeds actually received by Landlord for the repair of Tenant's Improvements), and shall pursue with reasonable diligence the repair and restoration of the Building and the Premises to substantially the same condition which existed immediately prior to the happening of the casualty, except that Landlord shall not be required to rebuild, repair or replace any part of the furniture, equipment, fixtures, inventory, supplies or any other personalty or any other improvements (except Tenant's Improvements, but only to the extent of insurance proceeds actually received by Landlord for the repair of Tenant's Improvements which shall be first utilized by Landlord before any proceeds of Landlord's insurance) which may have been placed by Tenant or other tenants within the Building or at the Premises. Landlord shall allow Tenant a proportionate diminution of Base Rent and Additional Rent as may be fair and reasonable under the circumstances during any period of reconstruction or repair of the Premises due to an occurrence contemplated in this paragraph unless such total or partial destruction of the Building or Premises was caused by negligence of the Tenant, its agents, employees, contractors, or invitees. Notwithstanding Landlord's restoration obligation, in the event any mortgagee under a deed of trust, security agreement or mortgage on the Building should require that the insurance proceeds be used to retire or reduce the mortgage debt or if the insurance company issuing Landlord's fire and casualty insurance policy fails or refuses to pay Landlord the proceeds under such policy, Landlord have no obligation to rebuild and this Lease shall terminate upon notice by Landlord to Tenant. Any insurance which may be carried by Landlord or Tenant against loss or damage to the Building or to the Premises shall be for the sole benefit of the party carrying such insurance under its sole control. Upon termination of the Lease pursuant to this Section, Base Rent and Additional Rent shall be abated from the date of the fire or casualty.

SECTION 8.2 TENANT'S INSURANCE:

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8.2.1 Types of Coverage: Tenant covenants and agrees that from and after the date of delivery of the Premises from Landlord to Tenant, Tenant will carry and maintain, at its sole cost and expense, the insurance set forth below:

(a) Liability Insurance: Commercial General Liability Insurance covering the Premises and Tenant's use thereof against claims for personal or bodily injury or property damage occurring upon, in or about the Premises (including contractual indemnity and liability coverage), such insurance to insure both Tenant and, as additional named insureds, Landlord and its subsidiaries, directors, agents and employees and the Property Manager, with limits of not less than $1,000,000.00 per occurrence and $2,000,000.00 in the aggregate, combined single limit, with respect to injury to any number of persons and all property damage, without a deductible. If the Agreed Rentable Area of the Premises is more than 20,000 square feet, then, in addition to and not in lieu of the above-stated coverage, Tenant shall carry umbrella or so-called excess coverage in an amount not less than $1,000,000.00 over Tenant's base coverage amount with no deductible. This insurance coverage shall extend to any liability of Tenant arising out of the indemnities provided for in this Lease.

(b) Property Insurance: Property insurance on an "all-risk" coverage basis covering all fixtures, equipment and personalty located in the Premises, in an amount not less than one hundred percent (100%) of full replacement cost thereof, with a deductible not to exceed fifty thousand dollars ($50,000.00). Such policy will be written in the name of Tenant, and will name Landlord, and any other parties reasonably designated by Landlord from time to time, as loss payee, as their respective interests may appear with respect to any Tenant Improvements or fixtures.

(c) Workers Compensation Insurance: Worker's compensation insurance including Employers Liability Insurance with limits in amounts not less than $500,000 per accident, $500,000 per individual, and $500,000 per policy-disease. Said policy shall insure against and satisfy Tenant's obligations and liabilities under the worker's compensation laws of the state where the Property is located.

(d) Such other insurance as Landlord may reasonably require from time to time.

8.2.2 Other Requirements of Insurance: All such insurance will be issued and underwritten by companies with an A.M. Best rating of not less than A-VIII licensed to do business in the state where the Premises is located and will contain endorsements that (a) such insurance may not lapse with respect to Landlord or Property Manager or be canceled or amended with respect to Landlord or Property Manager without the insurance company giving Landlord and Property Manager at least thirty (30) days prior written notice of such cancellation or amendment, (b) Tenant will be solely responsible for payment of premiums, (c) in the event of payment of any loss covered by such policy, Landlord or Landlord's designees will be paid first by the insurance company for Landlord's loss and (d) Tenant's insurance is primary in the event of overlapping coverage which may be carried by Landlord.

8.2.3 Proof of Insurance: Tenant shall deliver to Landlord duplicate originals of certificates (policies at Landlord's request) of insurance required by this Section 8.2 prior to the Commencement Date and duly executed originals of binders of such insurance evidencing in-force coverage, within ten (10) days prior to the commencement of construction of Tenant's Improvements. Further, Tenant shall deliver to Landlord renewals thereof at least ten (10) days prior to the expiration of the respective policy terms.

SECTION 8.3 LANDLORD'S INSURANCE:

8.3.1 Types of Coverage: Landlord covenants and agrees that from and after the date of delivery of the Premises from Landlord to Tenant, Landlord will carry and maintain the insurance set forth below:

(a) Liability Insurance: Commercial General Liability Insurance covering the Building and all Common Areas, insuring against claims for personal or bodily injury or property damage occurring upon, in or about the Building or Common Areas with limits of not less than $1,000,000.00 per occurrence and $2,000,000.00 in the aggregate, combined single limit, with respect to injury to any number of persons and property damage. This insurance coverage shall extend to any liability of Landlord arising out of the indemnities provided for in this Lease.

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(b) Property Insurance: Landlord shall at all times during the term hereof maintain in effect a policy or policies covering the Building (excluding property required to be insured by Tenant) on an "all risk" basis in such amounts as Landlord may from time to time determine, providing protection against perils included within the standard form of "all risk" insurance policy promulgated in the State where the Property is located, and such other risks as Landlord may from time to time determine and with any such deductibles as Landlord may from time to time determine.

8.3.2 Self-Insurance: Any insurance provided for in subsection 8.3.1 may be effected by self-insurance or by a policy or policies of blanket insurance covering additional items or locations or insureds, provided that the requirements of this Section 8.3 are otherwise satisfied. Tenant shall have no rights in any policy or policies maintained by Landlord.

SECTION 8.4 WAIVER OF SUBROGATION:

Landlord and Tenant each hereby waive any rights they may have against the other (including, but not limited to, a direct action for damages) on account of any loss or damage occasioned to Landlord or Tenant, as the case may be (WHETHER OR NOT SUCH LOSS OR DAMAGE IS CAUSED BY THE FAULT, NEGLIGENCE OR OTHER TORTUOUS CONDUCT, ACTS OR OMISSIONS OF LANDLORD OR TENANT OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR INVITEES), to their respective property, the Premises, its contents or to any other portion of the Building or the Property arising from any risk covered by the current form of property insurance and fire and extended coverage insurance promulgated by the applicable insurance board or commission in the State where the Property is located and required to be carried by Tenant and Landlord, respectively under subsections 8.2.1 and 8.3.1 of this Lease. If a party waiving rights under this Section is carrying an "all-risk" coverage insurance policy in the promulgated form used in the state where the Property is located and an amendment to such promulgated form is passed, such amendment shall be deemed not a part of such promulgated form until it applies to the policy being carried by the waiving party. The parties hereto each, on behalf of their respective insurance companies insuring the property of either Landlord or Tenant against any such loss, waive any right of subrogation that Landlord or Tenant or their respective insurers may have against the other party or their respective officers, directors, employees, agents or invitees and all rights of their respective insurance companies based upon an assignment from its insured. Each party to this Lease agrees immediately to give to each such insurance company written notification of the terms of the mutual waivers contained in this Section, and to have said insurance policies properly endorsed, if necessary, to prevent the invalidation of said insurance coverage by reason of said waivers. The foregoing waiver shall be effective whether or not the parties maintain the required insurance.

SECTION 8.5 INDEMNITY:

8.5.1 Tenant's Indemnity: TENANT COVENANTS AND AGREES TO INDEMNIFY AND HOLD LANDLORD, PROPERTY MANAGER AND THEIR RESPECTIVE PARTNERS, TRUST MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS HARMLESS FROM ALL CLAIMS, DEMANDS, ACTIONS, DAMAGES, LOSS, LIABILITIES, JUDGMENTS, COSTS AND EXPENSES, INCLUDING WITHOUT LIMITATION, ATTORNEYS' FEES AND COURT COSTS (EACH A "CLAIM" AND COLLECTIVELY THE "CLAIMS") WHICH (i) ARE SUFFERED BY, RECOVERED FROM OR ASSERTED AGAINST LANDLORD, (ii) ARE NOT PAID BY INSURANCE CARRIED BY TENANT OR LANDLORD (WITHOUT IN ANY WAY AFFECTING THE REQUIREMENTS OF OR LANDLORD'S RIGHTS UNDER SECTION 8.2) AND (iii) ARISE FROM OR IN CONNECTION WITH (a) THE USE OR OCCUPANCY OF THE PREMISES AND/OR ANY ACCIDENT, INJURY OR DAMAGE OCCURRING IN OR AT THE PREMISES OR (b) ANY BREACH BY TENANT OF ANY REPRESENTATION OR COVENANT IN THIS LEASE; PROVIDED, HOWEVER, SUCH INDEMNIFICATION OF LANDLORD BY TENANT SHALL NOT INCLUDE ANY CLAIM WAIVED BY LANDLORD UNDER SECTION 8.4 HEREOF, ANY CLAIM TO THE EXTENT CAUSED BY THE NEGLIGENCE OR WILLFUL MISCONDUCT OF LANDLORD OR ANY CLAIM RELATING TO HAZARDOUS OR TOXIC MATERIALS EXCEPT TO THE EXTENT SUCH CLAIM ARISES OUT OF A BREACH BY TENANT OF ANY OF THE PROVISIONS OF SUBSECTION 5.1.2.

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8.5.2 Landlord's Indemnity: LANDLORD WILL INDEMNIFY AND HOLD TENANT
AND ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS HARMLESS FROM ALL CLAIMS WHICH ARE SUFFERED BY, RECOVERED FROM OR ASSERTED AGAINST TENANT AND WHICH ARE NOT PAID BY PROCEEDS OF INSURANCE CARRIED BY LANDLORD OR TENANT AND WHICH ARISE FROM OR IN CONNECTION WITH (a) THE USE OF THE COMMON AREAS AND/OR ANY ACCIDENT, INJURY OR DAMAGE OCCURRING IN OR ON THE COMMON AREAS OR (b) ANY BREACH BY LANDLORD OF ANY REPRESENTATION OR COVENANT IN THIS LEASE; PROVIDED, HOWEVER, SUCH INDEMNIFICATION OF TENANT BY LANDLORD SHALL NOT INCLUDE ANY CLAIM WAIVED BY TENANT UNDER SECTION 8.4 HEREOF, ANY CLAIM TO THE EXTENT CAUSED BY THE NEGLIGENCE OR WILLFUL MISCONDUCT OF TENANT OR ANY CLAIM RELATING TO HAZARDOUS OR TOXIC MATERIALS EXCEPT TO THE EXTENT SUCH CLAIM ARISES OUT OF A BREACH BY LANDLORD OF ANY OF THE PROVISIONS OF SUBSECTION 5.1.2.

ARTICLE 9
CONDEMNATION

SECTION 9.1 CONDEMNATION OF THE PROPERTY: If the Property or any portion thereof that, in Landlord's reasonable opinion, is necessary to the continued efficient and/or economically feasible use of the Property shall be taken or condemned in whole or in part for public purposes, or sold to a condemning authority in lieu of taking, then the term of this Lease shall, upon Landlord's written notice to Tenant, forthwith cease and terminate.

SECTION 9.2 CONDEMNATION OF PREMISES: In the event that all or substantially all of the Premises are taken or condemned or sold in lieu thereof or Tenant will be unable to use a substantial portion of the Premises for a period exceeding one hundred twenty (120) consecutive days by reason of a temporary taking, either Landlord or Tenant may terminate this Lease by delivering written notice thereof to the other within ten
(10) business days after the taking, condemnation or sale in lieu thereof.

SECTION 9.3 CONDEMNATION WITHOUT TERMINATION: If upon a taking or condemnation or sale in lieu of the taking of all or less than all of the Property which gives either Landlord or Tenant the right to terminate this Lease pursuant to Section 9.1 or 9.2 and neither Landlord nor Tenant elects to exercise such termination right, then this Lease shall continue in full force and effect, provided that, if the taking, condemnation or sale includes any portion of the Premises or the Building, the Base Rent and Additional Rent shall be redetermined on the basis of the remaining square feet of Agreed Rentable Area of the Premises or the Building. Landlord, at Landlord's sole option and expense, shall restore and reconstruct the Building to substantially its former condition to the extent that the same may be reasonably feasible, but such work shall not be required to exceed the scope of the work done by Landlord in originally constructing the Building, nor shall Landlord in any event be required to spend for such work in an amount in excess of the amount received by Landlord as compensation or damages (in excess of amounts retained by the mortgagee of the Property relating to the property taken) for the part of the Building or the Premises so taken.

SECTION 9.4 CONDEMNATION PROCEEDS: Landlord shall receive the entire award (which shall include sales proceeds) payable as a result of a condemnation, taking or sale in lieu thereof. Tenant hereby expressly assigns to Landlord any and all right, title and interest of Tenant now or hereafter arising in and to any such award. Tenant shall, however, have the right to recover from such authority through a separate award which does not reduce the Landlord's award, any compensation as may be awarded to Tenant on account of moving and relocation expenses and depreciation to and removal of Tenant's physical property.

ARTICLE 10
LIENS

Tenant shall keep the Premises free from all liens arising out of any work performed, materials furnished or obligations incurred by or for Tenant and TENANT SHALL INDEMNIFY AND HOLD LANDLORD

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HARMLESS FROM ANY AND ALL CLAIMS, CAUSES OF ACTION, DAMAGES, EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES AND COSTS), ARISING FROM OR IN CONNECTION WITH ANY SUCH LIENS. In the event that Tenant shall not, within ten (10) days following notification to Tenant of the imposition of any such lien, cause the same to be released of record by payment or the posting of a bond in amount, form and substance acceptable to Landlord, Landlord shall have, in addition to all other remedies provided herein and by law, the right but not the obligation, to cause the same to be released by such means as it shall deem proper, including payment of or defense against the claim giving rise to such lien. All amounts paid or incurred by Landlord in connection therewith shall be paid by Tenant to Landlord on demand and shall bear interest from the date of demand until paid at the rate set forth in Section 16.9. Nothing in this Lease shall be deemed or construed in any way as constituting the consent or request of Landlord, express or implied, by inference or otherwise, to any contractor, subcontractor, laborer or materialman for the performance of any labor or the furnishing of any materials for any specific improvement, alteration or repair of or to the Building or the Premises or any part thereof, nor as giving Tenant any right, power or authority to contract for or permit the rendering of any services or the furnishing of any materials that would give rise to the filing of any mechanic's or other liens against the interest of Landlord in the Property or the Premises.

ARTICLE 11
TAXES ON TENANT'S PROPERTY

Tenant shall be liable for and shall pay, prior to their becoming delinquent, any and all taxes and assessments levied against, and any increases in Real Estate Taxes as a result of, any personal property or trade or other fixtures placed by Tenant in or about the Premises and any improvements (excluding Tenant's Improvements) constructed in the Premises by or on behalf of Tenant. In the event Landlord, at its sole election, pays any such additional taxes, or increases, Tenant will, within ten (10) days after demand, reimburse Landlord for the amount thereof. Such amounts shall bear interest from the date paid by Landlord until reimbursed by Tenant at the rate set forth in Section 16.9.

ARTICLE 12
SUBLETTING AND ASSIGNING

SECTION 12.1 SUBLEASE AND ASSIGNMENT: Tenant may assign this Lease in connection with a corporate reorganization, acquisition, merger or sale of all or substantially all of its assets. Tenant must notify Landlord within ten (10) business days of such assignment. Subject to the foregoing, Tenant shall not assign this Lease, or allow it to be assigned, in whole or in part, by operation of law or otherwise or mortgage or pledge the same, or sublet the Premises or any part thereof or permit the Premises to be occupied by any firm, person, partnership or corporation or any combination thereof, other than Tenant, without the prior written consent of Landlord and such consent shall not be unreasonably withheld. In no event shall any assignment or sublease ever release Tenant from any obligation or liability hereunder. No assignee or sublessee of the Premises or any portion thereof may assign or sublet the Premises or any portion thereof. Consent by Landlord to one or more assignments or sublettings shall not operate as a waiver of Landlord's rights as to any subsequent assignments and/or sublettings. All reasonable legal fees and expenses incurred by Landlord in connection with any assignment or sublease proposed by Tenant will be the responsibility of Tenant and will be paid by Tenant within twenty (20) days of receipt of an invoice from Landlord. In addition, Tenant will pay to Landlord an administrative overhead fee of not less than $500.00 in consideration for Landlord's review of any requested assignment or sublease.

SECTION 12.2 LANDLORD'S RIGHTS RELATING TO ASSIGNEE OR SUBTENANT: If this Lease or any part hereof is assigned or the Premises or any part thereof are sublet, Landlord may at its option collect directly from such assignee or sublessee all rents becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to Landlord by Tenant hereunder, with Tenant and Landlord splitting, 50/50 any excess rent after reasonable commissions and any tenant finish-out associated and paid in connection with such assignment or sublet. Tenant hereby authorizes and directs any such assignee or sublessee to make such payments of rent directly to Landlord upon receipt of notice from Landlord, and Tenant agrees that any such payments made by an assignee or sublessee to Landlord shall, to

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the extent of the payments so made, be a full and complete release and discharge of rent owed to Tenant by such assignee or sublessee. No direct collection by Landlord from any such assignee or sublessee shall be construed to constitute a novation or a release of Tenant or any guarantor of Tenant from the further performance of its obligations hereunder. Receipt by Landlord of rent from any assignee, sublessee or occupant of the Premises or any part thereof shall not be deemed a waiver of the above covenant in this Lease against assignment and subletting or a release of Tenant under this Lease. In the event that, following an assignment or subletting, this Lease or the rights and obligations of Tenant hereunder are terminated for any reason, including without limitation in connection with default by or bankruptcy of Tenant (which, for the purposes of this
Section 12.2, shall include all persons or entities claiming by or through Tenant), Landlord may, at its sole option, consider this Lease to be thereafter a direct lease to the assignee or subtenant of Tenant upon the terms and conditions contained in this Lease.

ARTICLE 13
SUBORDINATION AND TENANT'S ESTOPPEL CERTIFICATE

SECTION 13.1 SALE OF THE PROPERTY: In the event of a sale or conveyance by Landlord of the Property, the same shall operate to release Landlord from any and all liability under this Lease arising after the date of such sale, provided that if a Security Deposit has been paid by Tenant, Landlord shall not be released from liability with respect thereto unless Landlord transfers or credits the Security Deposit to the applicable purchaser.

SECTION 13.2 SUBORDINATION, ATTORNMENT AND NOTICE: This Lease is subject and subordinate to any lease wherein Landlord is the tenant and to the liens of any and all mortgages or deeds of trust, regardless of whether such lease, mortgages or deeds of trust now exist or may hereafter be created with regard to all or any part of the Property, and to any and all advances to be made thereunder, and to the interest thereon, and all modifications, consolidations, renewals, replacements and extensions thereof. Tenant also agrees that any lessor, mortgagee or trustee may elect (which election shall be revocable) to have this Lease superior to any lease or lien of its mortgage or deed of trust, and in the event of such election and upon notification by such lessor, mortgagee or trustee to that effect, this Lease shall be deemed superior to the said lease, mortgage or deed of trust, whether this Lease is dated prior to or subsequent to the date of said lease, mortgage or deed of trust. Tenant shall, in the event of the sale or assignment of Landlord's interest in the Premises (except in a sale-leaseback financing transaction), or in the event of a termination of any lease in a sale-leaseback financing transaction wherein Landlord is the lessee, attorn to and recognize such purchaser, assignee or mortgagee as Landlord under this Lease. Tenant shall, in the event of any proceedings brought for the foreclosure of, or in the event of the exercise of the power of sale under, any mortgage or deed of trust covering the Premises, attorn to and recognize purchaser at such sale, assignee, or mortgagee, as the case may be, as Landlord under this Lease. Tenant shall not seek to enforce any remedy it may have for any default on the part of Landlord without giving written notice specifying the default in reasonable detail to any lessor, mortgagee or trustee whose address has been delivered to Tenant, and affording such lessor, mortgagee or trustee a reasonable opportunity to perform and/or cure Landlord's default. Tenant further agrees that any lessor, mortgagee, trustee or purchaser at foreclosure shall not be liable for any acts of Landlord, shall not be liable for the Security Deposit if not actually received by any such party, be bound by any amendment of this Lease to which it did not consent in writing or be obligated to recognize Tenant's payment of any Rent which is paid to Landlord more than thirty (30) days in advance of its due date. The above subordination and attornment clauses shall be self-operative and no further instruments of subordination or attornment need be required by any mortgagee, trustee, lessor, purchaser or assignee. In confirmation thereof, Tenant agrees that, upon the request of Landlord, or any such lessor, mortgagee, trustee, purchaser or assignee, Tenant shall execute and deliver whatever instruments may be required for such purposes and to carry out the intent of this Section 13.2.

SECTION 13.3 TENANT'S ESTOPPEL CERTIFICATE: Tenant shall, within ten (10) days of the receipt of a request of Landlord or any mortgagee of Landlord, without additional consideration, deliver an estoppel certificate, consisting of reasonable statements required by Landlord, any mortgagee or purchaser of any interest in the Property, which statements may include but shall not be limited to the following: the commencement date of this Lease; the amount of any security deposit; that Lease is in full force and effect, with rental paid through the current date specified by Tenant and that Tenant is not in default; that Lease has

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not been modified or amended; that Landlord is not in default and has fully performed all of its obligations hereunder. If Tenant is unable to make any of the statements contained in the estoppel certificate because the same is untrue, Tenant shall with specificity state the reason why such statement is untrue. Tenant shall, if requested by Landlord or any such mortgagee, deliver to Landlord a fully executed instrument in form reasonably satisfactory to Landlord evidencing the agreement of Tenant to the mortgage or other hypothecation by Landlord of the interest of Landlord hereunder.

ARTICLE 14
DEFAULT

SECTION 14.1 DEFAULTS BY TENANT: The occurrence of any of the events described in subsections 14.1.1 through 14.1.7 shall constitute a default and breach of this Lease by Tenant.

14.1.1 Failure to Pay Rent: Any failure by Tenant to pay Rent or to make any other payment required to be made by Tenant hereunder when due, no notice being required for default in payment of Rent.

14.1.2 Failure to Perform: Except for failure covered by subsection 14.1.1 or 14.1.3, any failure by Tenant to observe and perform any provision of this Lease to be observed or performed by Tenant where such failure continues for fifteen (15) days after written notice to Tenant, provided that if such failure cannot be cured within said fifteen (15) day period, Tenant shall not be in default hereunder so long as Tenant commences curative action within such fifteen (15) day period, diligently and continuously pursues the curative action.

14.1.3 Continual Failure to Perform: The third failure by Tenant to perform and observe a particular provision of this Lease to be observed or performed by Tenant (other than the failure to pay Rent, which in all instances will be covered by subsection 14.1.1), no notice or cure period being required or afforded for any such third failure.

14.1.4 Bankruptcy, Insolvency, Etc.: Tenant or any guarantor of Tenant's obligations hereunder, cannot meet its obligations as they become due; or is declared insolvent according to any law; or an assignment of Tenant's or Guarantor's property is made for the benefit of creditors; or a receiver or trustee is appointed for Tenant or Guarantor or their respective properties; or the interest of Tenant or Guarantor under this Lease is levied on under execution or under other legal process; or any petition is filed by or against Tenant or Guarantor to declare Tenant or Guarantor bankrupt or to delay, reduce or modify Tenant's or Guarantor's debts or obligations; or any petition is filed or other action taken to reorganize or modify Tenant's or Guarantor's capital structure if either Tenant or Guarantor be a corporation or other entity (provided that no such levy, execution, legal process or petition filed against Tenant or Guarantor shall constitute a breach of this Lease if Tenant or Guarantor shall vigorously contest the same by appropriate proceedings and shall remove or vacate the same within sixty (60) days from the date of its creation, service or filing).

14.1.5 Abandonment; Vacation: The abandonment of the Premises by Tenant, or the vacating of the Premises by Tenant, which shall be conclusively presumed if Tenant is absent from the Premises for ten (10) consecutive days or more or if Tenant shall fail to move into or take possession of the Premises within ten (10) days after the date on which Rent is to commence under the terms of this Lease.

14.1.6 Loss of Right to do Business: If Tenant fails to maintain its right to do business in the state in which the Property is located or fails to pay any applicable annual franchise or other applicable taxes or assessments as and when the same become finally due and payable.

14.1.7 Dissolution or Liquidation: Tenant dissolves or liquidates or otherwise fails to maintain its corporate or partnership structure, as applicable.

SECTION 14.2 REMEDIES OF LANDLORD: Upon the occurrence of any default by tenant specified in Section 14.1, Landlord, at its option, may in addition to all other rights and remedies provided herein or at law or in equity, exercise one or more of the remedies set forth in subsections 14.2.1, 14.2.2 or 14.2.3.

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14.2.1 Termination of the Lease: Upon the occurrence of a default hereunder, Landlord may terminate this Lease and Tenant's right of possession of the Premises by giving written notice thereof to Tenant (whereupon all obligations and liabilities of Landlord hereunder shall terminate) and, without further notice and without liability, repossess the Premises. Landlord shall be entitled to recover all loss and damage Landlord may suffer by reason of such termination, whether through inability to relet the Premises on satisfactory terms or otherwise, including without limitation, the following (without duplication of any element of damages):

(a) accrued Rent to the date of termination and Late Charges, plus interest thereon at the rate established under Section 16.9 from the date due through the date paid or date of any judgment or award by any court of competent jurisdiction, the unamortized cost of Tenant's Improvements, brokers' fees and commissions, attorneys' fees, moving allowances, and any other costs incurred by Landlord in connection with making or executing this Lease, the cost of recovering the Premises and the costs of reletting the Premises (including without limitation advertising costs, brokerage fees, leasing commissions, reasonable attorneys' fees, and refurbishing costs and other costs in readying the Premises for a new tenant); and

(b) the present value of the Rent (discounted at a rate of interest equal to six percent (6%) per annum (the "Discount Rate")) that would have accrued under this Lease for the balance of the Lease term but for such termination, reduced by the reasonable fair market rental value of the Premises for such balance of the Lease term (determined from the present value of the actual base rents, discounted at the Discount Rate, received and to be received from Landlord's reletting of the Premises or, if the Premises are not relet, the base rents, discounted at the Discount Rate, that would be received from a comparable lease and comparable tenant for a comparable term and taking into account among other things, the condition of the Premises, market conditions and the period of time the Premises may reasonably remain vacant before Landlord is able to re-lease the same to a suitable replacement tenant, it being agreed that Landlord shall have no obligation to relet or attempt to relet the Premises); and

(c) any other costs or amounts necessary to compensate Landlord for its damages.

14.2.2 Repossession and Re-Entry: Upon the occurrence of a default hereunder, Landlord may, without judicial process, immediately terminate Tenant's right of possession of the Premises (whereupon all obligations and liability of Landlord hereunder shall terminate), but not terminate this Lease, and, without notice, demand or liability, enter upon the Premises or any part thereof, take absolute possession of the same, expel or remove Tenant and any other person or entity who may be occupying the Premises and change the locks and other security systems. If Landlord terminates Tenant's possession of the Premises under this subsection 14.2.2, (i) Landlord shall have no obligation whatsoever to tender to Tenant a key or other form of access for the new locks and other security systems installed in the Premises, (ii) Tenant shall have no further right to possession of the Premises, and (iii) Landlord shall have no obligation whatsoever to relet or attempt to relet the Premises. Landlord may, however, at its sole option relet the Premises or any part thereof for such terms and such rents as Landlord may in its sole discretion elect. If Landlord elects to relet the Premises, rent received by Landlord from such reletting shall be applied first, to the payment of any indebtedness other than Rent due hereunder from Tenant to Landlord (in such order as Landlord shall designate), second, to the payment of any cost of such reletting, including, without limitation, refurbishing costs, reasonable attorneys' fees, advertising costs, brokerage fees and leasing commissions, and third, to the payment of Rent due and unpaid hereunder (in such order as Landlord shall designate), and Tenant shall satisfy and pay to Landlord any deficiency upon demand therefor from time to time. Landlord shall not be responsible or liable for any failure to relet the Premises or any part thereof or for any failure to collect any rent due upon any such reletting. No such re-entry or taking of possession of the Premises by Landlord shall be construed as an election on Landlord's part to terminate this Lease unless a written notice of such termination is given to Tenant pursuant to subsection 14.2.1. If Landlord relets the Premises, either before or after the termination of this Lease, all such rentals received from such lease shall be and remain the exclusive property of Landlord, and Tenant shall not be, at any time, entitled to recover any such rental. Landlord may at any time after a reletting elect to terminate this Lease. To the maximum extent permitted by applicable laws, Tenant hereby waives any requirement of Landlord to mitigate its damages by reletting the Premises. In the event Landlord is required, by Law, to mitigate

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its damages, Tenant agrees and acknowledges that the following actions of the landlord constitute "objectively reasonable efforts": within forty-five (45) days after Landlord acquires possession of the Premises, placing a "For Lease" sign at the Premises; making Landlord's inventory available to area brokers; and showing the Premises to prospective tenants who request to see it.

14.2.3 Cure of Default: Landlord may enter upon the Premises, without having any liability therefor, and do whatever Tenant is obligated to do under the terms of this Lease and Tenant agrees to reimburse Landlord on demand for any expenses which Landlord may incur in effecting compliance with Tenant's obligations under this Lease and Tenant further agrees that Landlord shall not be liable for any damages resulting to Tenant from such action, WHETHER CAUSED BY THE NEGLIGENCE OF LANDLORD OR OTHERWISE.

14.2.4 Continuing Obligations: No repossession of or re-entering upon the Premises or any part thereof pursuant to subsection 14.2.2 or 14.2.3 of this Section or otherwise and no reletting of the Premises or any part thereof pursuant to subsection 14.2.2 shall relieve Tenant or any Guarantor of its liabilities and obligations hereunder, all of which shall survive such repossession or re-entering. In the event of any such repossession of or re-entering upon the Premises or any part thereof by reason of the occurrence of a default, Tenant will continue to pay to Landlord Rent required to be paid by Tenant.

14.2.5 Cumulative Remedies: No right or remedy herein conferred upon or reserved to Landlord is intended to be exclusive of any other right or remedy, and each and every right and remedy shall be cumulative and in addition to any other right or remedy given hereunder or now or hereafter existing at law or in equity or by statute. In addition to the other remedies provided in this Lease, Landlord shall be entitled, to the extent permitted by applicable law, to injunctive relief in case of the violation, or attempted or threatened violation, of any of the covenants, agreements conditions or provisions of this Lease, or to a decree compelling performance of any of the covenants, agreements, conditions or provisions of this Lease, or to any other remedy allowed to Landlord at law or in equity.

14.2.6 Limitation on Tenant's Liability. Except in a proceeding by Landlord under Section 2.4 and as otherwise specifically provided herein, in no event shall Tenant be liable to Landlord for consequential or special damages by reason of a failure to perform (or a default) by Tenant hereunder or otherwise.

SECTION 14.3 DEFAULTS BY LANDLORD: Landlord shall be in default under this Lease if Landlord fails to perform any of its obligations hereunder and said failure continues for a period of fifteen (15) days after Tenant delivers written notice thereof to Landlord (to each of the addresses required by this Section) and each mortgagee who has a lien against any portion of the Property and whose name and address has been provided to Tenant, provided that if such failure cannot reasonably be cured within said fifteen (15) day period, Landlord shall not be in default hereunder if the curative action is commenced within said fifteen (15) day period and is thereafter diligently pursued until cured. In no event shall (i) Tenant claim a constructive or actual eviction or that the Premises have become unsuitable hereunder or (ii) a constructive or actual eviction or breach of the implied warranty of suitability be deemed to have occurred under this Lease, prior to the expiration of the notice and cure periods provided under this Section 14.3. Any notice of a failure to perform by Landlord shall be sent to Landlord at the addresses and to the attention of the parties set forth in Item 14 of Article 1. Any notice of a failure to perform by Landlord not sent to Landlord at all addresses and/or to the attention of all parties required under this Section and to each mortgagee who is entitled to notice or not sent in compliance with Article 15 shall be of no force or effect,

SECTION 14.4 LANDLORD'S LIABILITY:

14.4.1 Limitations of Recourse: Tenant is granted no contractual right of termination by this Lease, except to the extent and only to the extent set forth in Sections 8.1 and 9.2, or in any Rider which may be attached hereto. If Tenant shall recover a money judgment against Landlord, such judgment shall be satisfied only out of the right, title and interest of Landlord in the Property as the same may then be encumbered and Landlord, its trust managers, partners, officers, employees and shareholders shall not be liable for any deficiency or other property of Landlord be levied for execution. In no event shall Landlord be liable to Tenant for consequential or special damages by reason of a failure to perform (or a default) by Landlord hereunder or otherwise.

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14.4.2 Limitations on Landlord's Liability: Unless covered by Section 8.5.2, Landlord shall not be liable to Tenant for any claims, actions, demands, costs, expenses or damage or liability of any kind arising from
(i) the use, occupancy or enjoyment of the Premises by Tenant or any person therein or holding under Tenant or by or through the acts or omissions of any of their respective employees, officers, agents, invitees, or contractors; (ii) fire, explosion, falling sheetrock, gas, electricity, water, rain, or snow, or dampness or leaks in any part of the Premises,
(iii) the pipes, appliances or plumbing works or from heating, ventilation or air conditioning equipment, the roof, street, or subsurface, or (iv) tenants or any persons either in the Premises or elsewhere in the Building (other than Common Areas), or by occupants of Property adjacent to the Building or Common Areas, or by the public or by the construction of any private, public, or quasi-public work. In no event shall Landlord be liable to Tenant for any loss of or damage to property of Tenant or of others located in the Premises or the Building by reason of theft or burglary.

ARTICLE 15
NOTICES

Any notice required or permitted in this Lease shall be given in writing, sent by (a) personal delivery, or (b) Federal Express or similar overnight carrier with proof of delivery, or (c) United States mail, postage prepaid, addressed as provided in Item 14 of Article 1 hereof, or to such other address or to the attention of such other person as shall be designated from time to time in writing by the applicable party and sent in accordance herewith. Notice also may be given by telex or fax, provided each transmission is confirmed (and such confirmation is supported by documented evidence) as received and further provided a telex or fax number, as the case may be, is set forth in Item 14 of Article 1. Any such notice or communication shall be deemed to have been given either at the time of receipt of personal delivery or, in the case of overnight courier service or mail, as of the date of first attempted delivery at the address and in the manner provided herein, or in the case of telegram or telex or fax, upon receipt.

ARTICLE 16
MISCELLANEOUS PROVISIONS

SECTION 16.1 BUILDING NAME AND ADDRESS: Tenant shall not, without the prior written consent of Landlord, use the name of the Building for any purpose other than as the address of the business to be conducted by Tenant in the Premises, and in no event shall Tenant acquire any rights in or to such names. Landlord shall have the right at any time to change the name, number, address, or designation by which the Building is known.

SECTION 16.2 SIGNAGE: Tenant shall not without the prior written consent of Landlord erect, inscribe, paint, affix or display anything or other insignia upon any part of the Property or any portion of the Premises. Without in any way limiting the foregoing, any signs erected by Tenant shall conform to all laws, ordinances, statutes, rules, regulations or other governmental or quasi-governmental or restrictive covenant requirements and standard signage criteria that Landlord has prescribed for the Property. Once approved by Landlord and erected by Tenant, Tenant shall keep and maintain such signs in good repair and remove the same and restore the Premises (and/or Property) prior to the Expiration Date (as set forth in Item 5 of Article 1) to their original condition.

SECTION 16.3 NO WAIVER: No waiver by Landlord or by Tenant of any provision of this Lease shall be deemed to be a waiver by either party of any other provision of this Lease. No waiver by Landlord or Tenant of any breach by the other shall be deemed a waiver of any subsequent breach by such party of the same or any other provision. The failure of Landlord or Tenant to insist at any time upon the strict performance of any covenant or agreement or to exercise any option, right, power or remedy contained in this Lease shall not be construed as a waiver or a relinquishment thereof for the future. Landlord's or Tenant's consent to or approval of any act by the other party requiring the other party's consent or approval shall not be deemed to render unnecessary the obtaining consent to or approval of any subsequent act of the other party. No act or thing done by Landlord or Landlord's agents during the term of this Lease shall be deemed an acceptance of a surrender of the Premises, unless done in writing signed by Landlord. The

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delivery of the keys or access cards to any employee or agent of Landlord shall not operate as a termination of this Lease or a surrender of the Premises. The acceptance of any Rent by Landlord following a breach of this Lease by Tenant shall not constitute a waiver by Landlord of such breach or any other breach. No waiver by Landlord or Tenant of any provision of this Lease shall be deemed to have been made unless such waiver is expressly stated in writing signed by the waiving party. No payment by Tenant or receipt by Landlord of a lesser amount than the monthly installment of Rent due under this Lease shall be deemed to be other than on account of the earliest Rent due hereunder, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as Rent be deemed an accord and satisfaction and Landlord may accept such check or payment without prejudice to Landlord's right to recover the balance of such Rent or pursue any other remedy which may be available to Landlord.

SECTION 16.4 APPLICABLE LAW: This Lease shall be governed by and construed in accordance with the laws of the state where the Property is located. Furthermore, this Lease shall not be construed against either party more or less favorably by reason of authorship or origin of language.

SECTION 16.5 SUCCESSORS AND ASSIGNS: Subject to Article 12 hereof, all of the covenants, conditions and provisions of this Lease shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, personal representative, successors and assigns.

SECTION 16.6 BROKERS: Tenant warrants that it has had no dealings with any real estate broker or agent in connection with the negotiation of this Lease, excepting only the broker named in Item 11 of Article 1, and that it knows of no other real estate brokers or agents who are or might be entitled to a commission in connection with this Lease. Tenant agrees to indemnify and hold harmless Landlord from and against any liability or claim whether meritorious or not, arising in respect to brokers and/or agents not so named. Landlord has agreed to pay the fees of the brokers (but only the brokers) named in Items 10 and 11 of Article 1 to the extent that Landlord has agreed to do so pursuant to a written agreement with such brokers.

SECTION 16.7 SEVERABILITY: If any provision of this Lease or the application thereof to any person or circumstances shall be invalid or unenforceable to any extent, the application of such provisions to other persons or circumstances and the remainder of this Lease shall not be affected thereby and shall be enforced to the greatest extent permitted by law.

SECTION 16.8 EXAMINATION OF LEASE: Submission by Landlord of this instrument to Tenant for examination or signature does not constitute a reservation of or option for lease. This Lease will be effective as a lease or otherwise only upon execution by and delivery to both Landlord and Tenant.

SECTION 16.9 INTEREST ON TENANT'S OBLIGATIONS: In addition to the late charges specified in Section 3.4, any amount due from Tenant to Landlord which is not paid on or before the date due shall bear interest at the lower of (i) twelve percent (12%) per annum or (ii) the highest rate from time to time allowed by applicable law, from the date such payment is due until paid, but the payment of such interest shall not excuse or cure the default.

SECTION 16.10 TIME: Time is of the essence in this Lease and in each and all of the provisions hereof. Whenever a period of days is specified in this Lease, such period shall refer to calendar days unless otherwise expressly stated in this Lease.

SECTION 16.11 DEFINED TERMS AND MARGINAL HEARINGS: The words Landlord and Tenant as used herein shall include the plural as well as singular. If more than one person is named as Tenant, the obligations of such persons are joint and several. The headings and titles to the articles, sections and subsections of this Lease are not a part of this Lease and shall have no effect upon the construction or interpretation of any part of this Lease.

SECTION 16.12 AUTHORITY OF TENANT: Tenant and each person signing this Lease on behalf of Tenant represents to Landlord as follows: Tenant and its general partners and managing members, if applicable, are each duly organized and legally existing under the laws of the state of its incorporation and is duly qualified to do business in the state where the Property is located. Tenant and, it general partners and managing members, if applicable, each has all requisite power and all governmental certificates of authority,

COMMERCIAL LEASE AGREEMENT PAGE 23
CIRRUS LOGIC

licenses, permits, qualifications and other documentation to lease the Premises and to carry on its business as now conducted and as contemplated to be conducted. Each person signing on behalf of Tenant is authorized to do so.

SECTION 16.13 FORCE MAJEURE: Whenever a period of time is hereby prescribed for action to be taken by Landlord or Tenant, the party taking the action shall not be liable or responsible for, and there shall be excluded from the computation of any such period of time, any delays due to strikes, riots, acts of God, shortages of labor or materials, war, governmental laws, regulations or restrictions or any other causes of any kind whatsoever which are beyond the reasonable control of such party; provided, however, in no event shall the foregoing apply to the financial obligations of either Landlord or Tenant to the other under this Lease, including Tenant's obligation to pay Base Monthly Rent, Additional Rent or any other amount payable to Landlord hereunder.

SECTION 16.14 RECORDING: This Lease shall not be recorded. However, Landlord shall have the right to record a short form or memorandum hereof, at Landlord's expense, at any time during the terms hereof, and, if requested, Tenant agrees (without charge to Landlord) to join in the execution thereof.

SECTION 16.15 NO REPRESENTATIONS: LANDLORD AND LANDLORD'S AGENTS HAVE MADE NO WARRANTIES, REPRESENTATIONS OR PROMISES (EXPRESS OR IMPLIED) WITH RESPECT TO THE PREMISES, THE BUILDING OR ANY OTHER PART OF THE PROPERTY (INCLUDING, WITHOUT LIMITATION, THE CONDITION, USE OR SUITABILITY OF THE PREMISES, THE BUILDING OR THE PROPERTY), EXCEPT AS HEREIN EXPRESSLY SET FORTH AND NO RIGHTS, EASEMENTS OR LICENSES ARE ACQUIRED BY TENANT BY IMPLICATION OR OTHERWISE EXCEPT AS EXPRESSLY SET FORTH IN THE PROVISIONS OF THIS LEASE.

SECTION 16.16 PARKING: The parking areas and any parking structures shall be designated for automobile parking on a non-exclusive basis for all Property tenants (including Tenant) and their respective employees, customers, invitees and visitors. Unreserved parking, at no additional charge to Tenant is equal to one (1) automobile space per two hundred fifteen (215) square feet of rented Premises. Parking allotment includes a proportionate share of handicapped spaces required. Tenant shall have the use of loading areas behind the Building. Parking and delivery areas for all vehicles shall be in accordance with parking regulations established from time to time by Landlord with which Tenant agrees to conform. Tenant shall only permit parking by its employees, customers and agents of appropriate vehicles in appropriate designated parking areas.

SECTION 16.17 ATTORNEYS' FEES: In the event of any legal action or proceeding brought by either party against the other arising out of this Lease, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs incurred in such action (including, without limitation, paralegal and administrative specialists fees and all costs of appeal) and such amount shall be included in any judgment rendered in such proceeding.

SECTION 16.18 NO LIGHT, AIR OR VIEW EASEMENT: Any diminution or shutting off of light, air or view by any structure which may be erected on the Property or lands adjacent to the Property shall in no way affect this Lease or impose any liability on Landlord (even if Landlord is the adjacent land owner).

SECTION 16.19 SURVIVAL OF INDEMNITIES: Each indemnity agreement and hold harmless agreement contained herein shall survive the expiration or termination of the Lease.

SECTION 16.20 DPTC WAIVER: [THIS SECTION INTENTIONALLY DELETED]

SECTION 16.21 PROPERTY TAX APPEAL WAIVER [THIS SECTION INTENTIONALLY DELETED]

SECTION 16.22 ENTIRE AGREEMENT: This Lease, consisting of sixteen Articles and Exhibits "A" through "D", Rider 1, and Addendum 1, contains all of the agreements of the parties hereto with respect to any matter covered or mentioned in this Lease, and no prior agreement, understanding or representation pertaining to any such matter shall be effective for any purpose. No provision of this Lease may be amended

COMMERCIAL LEASE AGREEMENT PAGE 24
CIRRUS LOGIC

or added to except by an agreement in writing signed by the parties hereto or their respective successors in interest.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Lease as of the date specified in the introductory paragraph of this Lease.

LANDLORD:
AMERICAN INDUSTRIAL PROPERTIES REIT,
a Texas real estate investment trust
By: its duly authorized agent

By:  /s/ JOSEPH D. AKERS
   ----------------------------------
Name:    Joseph D. Akers
     --------------------------------
Title:   VP
      -------------------------------

TENANT:
CIRRUS LOGIC, INC.

By:  /s/ [ILLEGIBLE]
   ----------------------------------
Name:
     --------------------------------
Title:
      -------------------------------

COMMERCIAL LEASE AGREEMENT PAGE 25
CIRRUS LOGIC

EXHIBIT 10.10

11/09/00

LEASE AGREEMENT

BY AND BETWEEN

DESTA FIVE PARTNERSHIP, LTD.

AS LANDLORD,

and

CIRRUS LOGIC, INC.

AS TENANT

ARTICLE I -
LEASED PREMISES...................................................................................................8

Section 1.01      Leased Premises.................................................................................8

Section 1.02      Lease Grant.....................................................................................9

Section 1.03      Building Core and Shell.........................................................................9

Section 1.04      Location of Emergency Generator and UPS.........................................................9


ARTICLE II - LEASE TERM...........................................................................................9

         Section 2.01      Lease Term.............................................................................9

         Section 2.02      Holding Over..........................................................................10


ARTICLE III - RENT ..............................................................................................11

         Section 3.01      Base Rent.............................................................................11

         Section 3.02      Additional Rent.......................................................................11

         Section 3.03      Prepaid Rent (Intentionally Omitted)..................................................17

         Section 3.04      Rent Payments.........................................................................18

         Section 3.05      Security..............................................................................18


ARTICLE IV - UTILITIES AND SERVICES..............................................................................22

         Section 4.01      Services to be Provided...............................................................22

         Section 4.02      Tenant's Obligations..................................................................24

         Section 4.03      Service Interruptions.................................................................24

         Section 4.04      Modification..........................................................................25


ARTICLE V - USE AND OCCUPANCY....................................................................................26

         Section 5.01      Use and Occupancy.....................................................................26

         Section 5.02      Rules and Regulations.................................................................27

         Section 5.03      Quiet Enjoyment.......................................................................27


ARTICLE VI - REPAIRS, MAINTENANCE AND ALTERATIONS................................................................27

         Section 6.01      Repair and Maintenance by Tenant......................................................27

         Section 6.02      Alterations and Additions by Tenant...................................................28

         Section 6.03      Mechanics' Liens - Tenant's Obligations...............................................29

         Section 6.04      Maintenance and Repair by Landlord....................................................29


ARTICLE VII - INSURANCE, FIRE AND CASUALTY.......................................................................30

         Section 7.01      Tenant's Insurance....................................................................30

         Section 7.02      Landlord's Insurance..................................................................30

         Section 7.03      Fire or Other Casualty................................................................31

         Section 7.04      Waiver of Subrogation.................................................................32


ARTICLE VIII - CONDEMNATION......................................................................................33

ARTICLE IX - INDEMNIFICATIONS AND WAIVERS........................................................................34

         Section 9.01      Limitations on Liability of Landlord and Waivers......................................34

         Section 9.02      No Implied Waiver.....................................................................34

         Section 9.03      Waiver by Tenant......................................................................35

         Section 9.04      Hazardous Substances..................................................................35


ARTICLE X - ASSIGNMENT AND SUBLETTING............................................................................36

         Section 10.01     No Assignment or Subletting Without Consent...........................................36

         Section 10.02     Landlord's Consent....................................................................37

         Section 10.03     Permitted Transfers...................................................................38


ARTICLE XI - DEFAULT.............................................................................................38

         Section 11.01     Default...............................................................................38

         Section 11.02     Landlord's Lien.......................................................................41

         Section 11.03     Mitigation of Damages.................................................................41


ARTICLE XII - MISCELLANEOUS PROVISIONS...........................................................................43

         Section 12.01     Rights Reserved by Landlord...........................................................43

         Section 12.02     Taxes on Tenant's Property............................................................45

         Section 12.03     Attorneys' Fees and Legal Expenses....................................................45

         Section 12.04     Subordination.........................................................................45

         Section 12.05     Estoppel Certificates.................................................................46

         Section 12.06     Financial Statements..................................................................46

         Section 12.07     Notices...............................................................................46

         Section 12.08     Business Purpose......................................................................47

         Section 12.09     Severability..........................................................................47

         Section 12.10     No Merger.............................................................................47

         Section 12.11     Force Majeure.........................................................................47

         Section 12.12     Gender................................................................................48

         Section 12.13     Joint and Several Liability...........................................................48

         Section 12.14     No Representations....................................................................48

         Section 12.15     Entire Agreement; Amendments..........................................................48

         Section 12.16     Section Headings......................................................................48

         Section 12.17     Binding Effect........................................................................48

         Section 12.18     Counterparts..........................................................................48

         Section 12.19     Rental Tax............................................................................49

         Section 12.20     Authority to Sign Lease...............................................................49

         Section 12.21     Execution and Approval of Lease.......................................................49

         Section 12.22     Time of the Essence...................................................................49

         Section 12.23     No Personal Liability of Landlord or Guarantor .......................................49





ARTICLE XIII - ADDITIONAL AGREEMENTS.............................................................................50

         Section 13.01     Parking...............................................................................50

         Section 13.02     Signage...............................................................................51

         Section 13.03     Tenant's Ability to Perform Landlord's Unperformed Obligations........................51

         Section 13.04     Real Estate Brokers...................................................................52

         Section 13.05     Conditions Precedent..................................................................52

         Section 13.06     Title, Survey and Environmental Report................................................53

         Section 13.07     Covenants of Landlord.................................................................53

         Section 13.08     Entry by Landlord.....................................................................54

         Section 13.09     Tenant's Purchase Option..............................................................54

         Section 13.10     Joint Approval of Press Releases......................................................56


ARTICLE XIV - EXHIBITS AND ATTACHMENTS...........................................................................56

LANDLORD:                           Desta Five Partnership, Ltd., a Texas
                                    limited partnership

LANDLORD'S ADDRESS:                 6 Desta Drive, Suite 6500
                                    Midland, Texas  79705
                                    Attn: Mr. L. Paul Latham
                                    Telephone No. (915) 688-3212
                                    Fax No. (915) 688-3247

                                    with copy to:

                                    Desta Five Partnership, Ltd.
                                    2700 Via Fortuna, Suite 140
                                    Austin, Texas  78746
                                    Attn: Mr. Rod Arend
                                    Telephone No. (512) 306-9093
                                    Fax No. (512) 306-9112

TENANT:                             Cirrus Logic, Inc.

TENANT'S ADDRESS PRIOR
TO COMMENCEMENT DATE:               4210 South Industrial Drive
                                    Austin, Texas  78744
                                    Attention: General Counsel
                                    Telephone No. (512) 912-3929
                                    Fax No. (512) 912-3998

                                    with copy to:

                                    4210 South Industrial Drive
                                    Austin, Texas  78744
                                    Attention:  Treasurer
                                    Telephone No. (512) 912-3826
                                    Fax No. (512) 445-6332

TENANT'S ADDRESS AFTER
COMMENCEMENT DATE:                  2901 Via Fortuna, Suite 100
                                    Austin, Texas 78746
                                    Attention: General Counsel
                                    Telephone No. (512) __________________
                                    Fax No. (512)________________________

                                    with copy to:

                                    2901 Via Fortuna, Suite 100
                                    Austin, Texas 78746
                                    Attention:  Treasurer
                                    Telephone No. (512) __________________
                                    Fax No. (512)________________________

BUILDING:                           The land described on Exhibit A attached
                                    hereto (the "Land"), together with all
                                    improvements constructed or to be
                                    constructed thereon, including all building
                                    systems which are included within and/or
                                    serve the Building and the related parking
                                    garage located on the Land (the "Garage").
                                    The floor plans of the Building are
                                    generally depicted on Exhibit B attached
                                    hereto. The Building will be known as, 2901
                                    Via Fortuna, Austin, Texas 78746.

LEASED PREMISES:                    All of the Building and the Land.

TOTAL BUILDING AREA:                192,000 square feet of Rentable Area,
                                    subject to adjustment as provided in
                                    Paragraph 1.01.

BASE RENT:                          Beginning on the Commencement Date, Base
                                    Rent under this Lease will be payable in an
                                    amount as calculated pursuant to Section
                                    3.01 of the Lease. As soon as possible after
                                    "Project Cost", as defined herein, is
                                    determined, but not later than the
                                    Commencement Date, Landlord and Tenant shall
                                    enter into an amendment to this Lease to
                                    provide for the actual Base Rent in the

Table set forth below:

   Lease Months           Annual Rate            Monthly Installments
-------------------------------------------------------------------------
1 - 120              Approx. $24.76          approx. $396,160
                     Per square foot of
                     Rentable Area per
                     year
-------------------------------------------------------------------------

RENT:                               The Base Rent, Additional Rent (hereinafter
                                    defined), and all other amounts payable by
                                    Tenant to Landlord under this Lease.

TENANT'S PERCENTAGE:                One Hundred percent (100%);

EFFECTIVE DATE:                     November 10, 2000

COMMENCEMENT DATE:                  Anticipated to be September 1, 2002; the
                                    actual Commencement Date will be determined
                                    in accordance with Section 2.01(a).

LEASE TERM:                         One Hundred Twenty (120) months, commencing
                                    on the Commencement Date and subject to the
                                    option to extend set forth on Exhibit H.

BUILDING STANDARD HOURS:            7:00 a.m. to 7:00 p.m. on each Monday
                                    through Friday (excluding Building Holidays)
                                    and 8:00 a.m. to 5:00 p.m. on each Saturday
                                    (excluding Building Holidays), subject to
                                    the modifications set forth in Section
                                    4.01(b). Notwithstanding the foregoing
                                    recitation of Building Standard Hours or any
                                    other provision in this Lease to the
                                    contrary, it is agreed and understood that
                                    Tenant and Tenant's authorized employees
                                    shall have free and uninterrupted access to
                                    the Leased Premises at all times (24 hours
                                    per day, 7 days per week).

BUILDING HOLIDAYS:                  New Years Day, Memorial Day, Independence
                                    Day, Labor Day, Thanksgiving Day and
                                    Christmas Day.

TENANT'S BROKER:                    NAI Commercial Industrial Properties Company
                                    7320 N. Mopac Expressway, Suite 100 Austin,
                                    Texas 78731

LANDLORD'S BROKER:                  Colliers Oxford Commercial, Inc.
                                    2700 Via Fortuna Drive, Suite 100
                                    Austin, Texas 78748

SECURITY:                           A cash deposit of $540,160 plus a $9,000,000
                                    Letter of Credit, as may be adjusted
                                    pursuant to Section 3.05.

PARKING:                            Tenant shall be entitled to utilize all of
                                    the parking spaces in the Garage (which will
                                    be at least 768 parking spaces and all of
                                    the surface parking spaces which are located
                                    upon the Land), all at no cost to Tenant.

PERMITTED USE                       General office uses, uses related to
                                    integrated circuit design, and uses which
                                    are ancillary or appurtenant to the
                                    foregoing, including, but not limited to
                                    training centers, cafeterias, computer
                                    rooms, data and word processing centers, and
                                    research services use including research
                                    laboratories in which testing and
                                    verification of electrical products occurs
                                    in accordance with applicable city zoning
                                    ordinances.

The Basic Lease Provisions set forth hereinabove are hereby incorporated into and made a part of the Lease Agreement which is attached hereto (the "Lease"). Each reference in the Lease to any of the provisions or definitions set forth in these Basic Lease Provisions shall mean and refer to the provisions and definitions hereinabove set forth and shall be used in conjunction with the provisions of the Lease. In the event of any direct conflict between these Basic Lease Provisions and the Lease, these Basic Lease Provisions shall control; provided, however, that those provisions in the Lease (including all exhibits and attachments thereto) which expressly require an adjustment or modification to any of the matters set forth in these Basic Lease Provisions shall supersede the adjusted or modified provisions of these Basic Lease Provisions.

EXECUTED by the undersigned in multiple originals as of the Effective Date set out hereinabove.

LANDLORD:                           DESTA FIVE PARTNERSHIP, LTD., a Texas
                                    limited partnership

                             By:    DESTA FIVE DEVELOPMENT CORP., a Texas
                                    corporation, its general partner


                             By:
                                                   L. Paul Latham, President


TENANT:                             CIRRUS LOGIC, INC.


                                   By:


                                   Name:
                                        ----------------------------------------

Title:

LEASE AGREEMENT

This Lease Agreement ("Lease") is entered into as of the Effective Date specified in the Basic Lease Provisions by and between Landlord and Tenant. The Basic Lease Provisions attached hereto and the defined terms set out therein are hereby incorporated herein by reference.

ARTICLE I - LEASED PREMISES

Section 1.01 Leased Premises

The Leased Premises will include the entire Rentable Area of the Building as depicted on Exhibit B. Landlord and Tenant acknowledge and agree that the Rentable Area as stated in the Basic Lease Provisions is an approximate number and cannot be conclusively determined until after completion of construction of the Building. Within forty-five (45) days following the Substantial Completion date (as hereinafter defined), the Rentable Area of the Building will be determined and certified in writing to Landlord and Tenant by Landlord's architect, using the "BOMA Method" described below. In the event that Tenant disputes the calculation by the Landlord's architect of Rentable Area of the Building, then Tenant may cause its architect to measure the Leased Premises and/or Building in the manner provided herein and to deliver its own architect's certificate to Landlord within thirty (30) days after receipt of the Landlord's architect's certificate. Landlord and Tenant will endeavor in good faith for a period of twenty (20) days after receipt of the Tenant's architect's certificate to agree on the Rentable Area of the Building. In the event that Landlord and Tenant cannot agree within such twenty (20) day period, then Landlord's and Tenant's architects will within ten (10) days thereafter jointly select a third licensed architect to review the architect's certificates and related back-up

materials and such architect will make a determination of Rentable Area based on the materials provided within fifteen (15) days after being so selected. Absent gross error, the determination of the third architect will be final and binding on Landlord and Tenant. As used herein, "BOMA Method" shall mean the method for measuring floor area in office buildings as set out in ANSI/BOMA Z65.1- 1996.

Section 1.02 Lease Grant

For the consideration and subject to the terms, provisions and conditions set out below, Landlord lets and leases to Tenant and Tenant leases from Landlord the Leased Premises.

Section 1.03 Building Core and Shell

Landlord will provide the improvements which are listed and described on Exhibit C which is attached hereto and incorporated herein by reference (the "Building Design Development Criteria"). The improvements to be constructed by Landlord within the Leased Premises are set forth in the "Tenant Work Letter" which is attached to this Lease as Exhibit M and incorporated herein by reference (the "Tenant Work Letter"). Notwithstanding any provisions herein to the contrary, none of the provisions in the Tenant Work Letter will be construed to modify Landlord's obligation to construct the Building Core and Shell in accordance with Exhibit C attached hereto and incorporated herein by reference.

Section 1.04 Location of Emergency Generator and UPS

Landlord agrees that, at Tenant's option and election: (i) Tenant may install an emergency generator (150 kw to 250 kw in size) with self contained fuel tanks ("Generator"); or (ii) Landlord will increase the size and capacity of Landlord's generator in an amount sufficient to cover Tenant's internal needs. If Tenant elects to install the Generator, then Landlord agrees to provide Tenant with a location for the Generator in the office building portion of the Building. The location of the Generator must be mutually agreed upon by Landlord and Tenant. Tenant shall have the right to run conduit from the Generator to the Leased Premises at Tenant's sole cost. Tenant will also have the right to install uninterruptible power supplies ("UPS") as required to support areas within the Leased Premises such as labs, computer server equipment and telecommunications equipment. The cost of the Generator and UPS will be borne as part of the Allowance as provided for in the Tenant Work Letter.

ARTICLE II - LEASE TERM

Section 2.01 Lease Term

(a) For purposes of this Lease, the "Commencement Date" shall mean and refer to the date upon which all of the following (collectively, the "Completion Items") have occurred: (i) Base Building Substantial Completion (as said terms are defined in the Tenant Work Letter) has occurred; (ii) Substantial Completion of the Tenant Finish Work (as said terms are defined in the Tenant Work Letter) has occurred; and
(iii) Landlord has delivered possession of the Leased Premises to Tenant. Landlord shall permit Tenant and Tenant's agents to have access to the Leased Premises during the forty-five (45) day period prior to

the Commencement Date in order that Tenant may install Tenant's furniture and equipment (including telecommunications and computer wiring and equipment). Notwithstanding any provision herein to the contrary, the Commencement Date shall not occur until the foregoing referenced forty-five (45) day period has been provided to Tenant.

(b) Subject to and upon the terms and conditions set forth in the Lease, or in any exhibit attached hereto, the primary term of this Lease shall commence on the Commencement Date and shall expire on the last day of the one hundred twentieth (120th) month following the Commencement Date or such earlier date as this Lease may terminate as provided herein (the "Expiration Date"). The "Lease Term" of this Lease shall be the primary term specified in this Section 2.01, as renewed or otherwise extended or earlier terminated pursuant to the terms and provisions set forth herein. If the Commencement Date is not the first day of a calendar month, then the Lease Term shall be extended by the time between the Commencement Date and the first day of the next month.

(c) After the Commencement Date, Landlord and Tenant shall promptly, upon the request of either of them, execute and deliver to each other an agreement setting forth the Commencement and Expiration Dates.

(d) This Lease is being executed before the Leased Premises are available and ready for occupancy. Landlord and Tenant currently anticipate that the Completion Items will be completed on or before September 1, 2002 (the "Scheduled Commencement Date"). If the Completion Items are not completed on or before the Scheduled Commencement Date: (i) Landlord shall not be in default hereunder or be liable for damages therefor, but Tenant shall be entitled to two (2) days abatement of Rent under this Lease (from and after the actual Commencement Date) for each day that lapses between the Scheduled Commencement Date and the actual Commencement Date; and (ii) Tenant shall accept possession of the Leased Premises after the Completion Items are actually completed.

Section 2.02 Holding Over

Should Tenant hold the Leased Premises after termination of this Lease, by lapse of time, default, or otherwise, such holding over shall be construed as a tenancy at sufferance only, and Tenant shall pay in advance, as Rent, for each day of such holding, a per diem amount equal to 1/30 of one hundred fifty percent (150%) of the Rent payable for the last month of the Lease Term. No receipt of money by Landlord from Tenant after termination of this Lease shall reinstate or extend this Lease, or affect any prior notice given by Landlord to Tenant, and no extension shall be valid unless in writing, signed by Landlord and Tenant. The foregoing shall not be construed as Landlord's consent for any such holding over, and Landlord reserves the right to proceed against Tenant for any actual damages caused thereby.

ARTICLE III - RENT

Section 3.01 Base Rent

(a) Landlord and Tenant agree that the annual Base Rent (per rentable square foot) shall be equal to twelve percent (12%) of the actual "Project Cost" (allocated on a per-rentable-square-foot basis). The term "Project Cost" is defined in the Tenant Work Letter. Landlord will develop and present to Tenant for approval a proposed budget which reflects the anticipated Project Cost (the "Project Cost Budget"). Tenant will, within ten (10) business days after receipt of Landlord's proposed Project Cost Budget, either approve or disapprove the same in writing, with such approval not to be unreasonably withheld. In the event of disapproval, Landlord and Tenant will meet and use good faith efforts to arrive at a mutually agreeable disposition of the objection or objections raised by Tenant. Landlord agrees it will not unreasonably withhold approval to any cost reduction proposals if requested by Tenant. If Landlord and Tenant are unable to agree, Landlord's decision shall prevail. Notwithstanding any provision herein to the contrary: (i) Landlord and Tenant agree to work together to design and engineer the Building with the objective of achieving a Base Rent rate of $24.00 per rentable square foot per year or less; and (ii) Landlord agrees the Base Rent shall not, in any event, exceed $26.40 per rentable square foot per year.

(b) Tenant shall pay the Base Rent to Landlord in monthly installments in advance on or before the first day of each calendar month during the Lease Term. If the Lease Term is extended for a partial month under the terms of Section 2.01(a) hereinabove, then the Lease Months referenced in the Base Rent table set out in the Basic Lease Provisions will begin on the first day of the next full calendar month after the Commencement Date and Base Rent will be calculated for the partial month at the beginning of the Lease Term at the same rate as is provided with respect to the first Lease Month. Base Rent for any partial calendar month will be prorated on a per diem basis.

(c) Landlord and Tenant have agreed to estimate the annual Base Rent to be $24.76 per rentable square foot. This estimate is based on the pro forma calculations set forth on Attachment 2 to the Tenant Work Letter and is attached for the sole purpose of establishing the formula for calculating the actual annual Base Rent when all Project Costs are determined.

Section 3.02 Additional Rent

(a) For purposes of this Lease "Operating Expenses" means all of Landlord's reasonable, necessary and customary costs and expenses paid or incurred by Landlord in owning, operating, managing and maintaining the Building for a particular calendar year or portion thereof (subject to the exclusions provided for hereinbelow), determined on the cash basis and otherwise in accordance with Generally Accepted Accounting Principles ("GAAP") consistently applied, including by way of illustration but not limitation: (i) all taxes, assessments and governmental charges of any kind and nature whatsoever levied or assessed against the Building; (ii) any and all assessments attributable to the Building and levied by the planned unit development (the "Terrace P.U.D.") owner's association; (iii) all premiums for any and all insurance maintained in connection with the ownership, operation, maintenance, and/or management of the Building (including but not limited to property and liability coverage); (iv) water, sewer, electrical and other utility charges; (v) service and other charges incurred in the operation and maintenance of the elevators and the heating, ventilation and air-conditioning system; (vi) cleaning and other janitorial

services; (vii) tools and supplies; (viii) repair costs (but excluding capital repairs as provided herein below); (ix) landscape maintenance costs (the Operating Expenses will not include any costs incurred for initial landscape installation); (x) security services; (xi) license, permit and inspection fees other than that required for Tenant's interior improvements; (xii) reasonable management fees (during the initial Lease Term, the management fees charged in any year will not exceed four percent (4%) of the Base Rent and the Additional Rent payable by Tenant during such year); (xiii) wages and related benefits payable to employees who render services to or for the direct benefit of the Building or tenants of the Building and are not managerial services covered by the management fee; (xiv) legal and accounting fees; (xv) trash removal; (xvi) Garage maintenance and operating costs;
(xvii) the cost of electrical surveys, not to exceed $2,000 in any annual period; (xviii) capital improvements costing less than five thousand dollars ($5,000) (amortized under GAAP) which is limited to all capital improvements and capital repairs, including repairs to or replacements of the building structure, building systems, the Garage; and, in general, (xiv) all other costs and expenses which would generally be regarded as operating and maintenance costs and expenses. Also included in Operating Expenses is the cost of any capital improvement made to the Building by Landlord after the date of this Lease that is required under governmental law or regulation not applicable to the Building at the time the Building was constructed, amortized over a period Landlord reasonably determines to be the useful life of the improvements, together with an amount equal to interest at the rate of ten percent (10%) per annum on the unamortized balance.

Landlord may, with the prior written approval of Tenant (not to be unreasonably withheld) install any device, improvement or equipment which will improve the operating efficiency of any system within the Building (e.g. solar collectors) or reduce Operating Expenses. Landlord may add to the Operating Expenses each year during the useful life of any device, improvement, or equipment installed under the terms of the preceding sentence (as the useful life is determined under GAAP) in an amount equal to the annual amortization of the cost of the installed device, improvement, or equipment, calculated on a straight line basis over the useful life, but such amortized costs shall only be included in Operating Expenses for that portion of the useful life of the included capital item which falls within the Lease Term.

Landlord estimates that the Additional Rent during the initial year of the Lease Term will be an amount not in excess of (i) the number of square feet of Rental Area in the Leased Premises multiplied by (ii) $9.00.

(b) Operating Expenses shall not include costs for:

(i) repair, replacements and general maintenance paid by proceeds of insurance or by Tenant or other third parties;

(ii) interest, amortization or other payments on loans to Landlord;

(iii) leasing commissions and expenses;

(iv) legal or accounting expenses for services, other than those that benefit the Building tenants generally (e.g., tax disputes);

(v) renovating or otherwise improving space for occupants or prospective occupants of the Building or vacant space in the Building;

(vi) the costs incurred by Landlord to bring the Building, the Land or any equipment maintained therein in compliance with laws, ordinances, rules, regulations, requirements, directives, guidelines and orders in effect and applicable to the Building as of the Commencement Date of this Lease;

(vii) the cost of any services or materials supplied to other tenants and not to Tenant;

(viii) the cost of any services or materials for which Landlord receives reimbursement from other sources;

(ix) depreciation on the Building;

(x) franchise taxes or federal income taxes imposed on or measured by the income of Landlord from the operation of the Building;

(xi) repairs, alterations, additions, improvements, replacements made to rectify or correct any defect in the original design, materials or workmanship of the Building other than repairs, alterations, additions, improvements or replacements made as a result of ordinary wear and tear;

(xii) damage and repairs attributable to fire or other casualty;

(xiii) damage and repairs necessitated by the gross negligence or willful misconduct of Landlord, Landlord's employees, contractors or agents;

(xiv) executive salaries or salaries of service personnel to the extent that the services of such persons do not relate to the direct management, operation, repair or maintenance of the Building;

(xv) Landlord's general overhead and administrative expenses not incurred in the direct operation of the Building (including salaries, fringe benefits and other compensation paid to partners, officers, and executives of Landlord);

(xvi) costs including permit, license and inspection fees incurred in renovating or otherwise improving, decorating or painting or altering space for tenants or other occupants or of vacant space in the Building;

(xvii) legal fees, fines, penalties, and similar costs incurred due to a violation by Landlord of the terms and conditions of this or any other lease;

(xviii) cost of any service provided to Tenant or other occupants of the Building for which Landlord is reimbursed or has received reimbursement from another source;

(xix) interest on debt or principal amortization payments on any mortgages or deeds of trust or rental payments on any ground lease of the Land or any other debt for borrowed money;

(xx) costs of repairs or replacements incurred by reason of fire, windstorm, other insured casualty or condemnation (except to the extent of any deductible or not covered by insurance or condemnation proceeds);

(xxi) the cost of installing, operating and maintaining any specialty service, such as a luncheon club, athletic or recreational club, except to the extent provided to all tenants at no charge and for which rent is not collected from any occupant thereof;

(xxii) the cost of any work or service performed for any facility other than the Building except service areas benefitting the Building located in facilities other than in the Building;

(xxiii) the cost of capital improvements other than specifically provided in Section 3.02(a) above;

(xxiv) insurance premiums to the extent Landlord is specifically reimbursed therefore by another tenant other than as part of Operating Expenses;

(xxv) any costs included in Operating Expenses representing an amount paid to any person or entity related to Landlord which is in excess of the amount which would have been paid in the absence of such relationship;

(xxvi) rentals and other related expenses incurred in leasing air conditioning systems, elevators or other Building equipment ordinarily considered to be of a capital nature, the cost of which equipment would not constitute an expense under GAAP consistently applied if the equipment were purchased;

(xxvii) any expense for repairs or maintenance to the extent such costs are recovered under warranties or service contracts;

(xxviii) legal and auditing fees which are for the benefit of Landlord such as preparing tax returns and financial statements;

(xxix) the wages of any employee for services not related directly to the management, maintenance, operation and repair of the Building;

(xxx) charitable contributions;

(xxxi) costs of removal, abatement or treatment of any Hazardous Substances in or under the Building or Land associated therewith, to the extent such costs are

incurred as a result of any act, omission, or negligence of Landlord or its agents, employees or contractors;

(xxxii) electrical power costs above normal consumption for which any tenant is separately metered or directly contracts with the local public service company;

(xxxiii) overhead and profit increment paid to Landlord or to subsidiaries or affiliates of Landlord for services or materials in the Building to the extent the same exceeds the market costs of such services or materials rendered by comparable unaffiliated third parties on a competitive basis;

(xxxiv) costs of purchasing paintings, sculptures or other art work for display in the Building unless approved by Tenant;

(xxxv) costs incurred primarily in connection with the sale, financing, refinancing, mortgaging, selling or change of ownership of Landlord, the Building or the Land;

(xxxvi) management fees in excess of the then-prevailing market rate (and during each year of the initial Lease Term, such management fees will not exceed four percent (4%) of the Base Rent and Additional Rent paid by Tenant under this Lease during such year);

(xxxvii) late charges, fines, penalties and interest incurred by Landlord for its failure to pay timely any item which is included in the Operating Expenses unless caused by Tenant;

(xxxviii) bad debt loss, rent loss, or reserves for either of these, and any other reserves for repairs, maintenance or replacements unless pursuant GAAP;

(xxxix) capital repairs and capital improvements in excess of the $5,000 per year expressly allowed under Section 3.02(a)
(xviii); and

(xxxx) any items which are included in the Project Cost (but not the repair or replacement of such items).

(c) In addition to the Base Rent, Tenant shall pay to Landlord as Additional Rent for the Leased Premises, in each calendar year, or partial calendar year, during the Lease Term, an amount equal to Tenant's Percentage of the Operating Expenses for the calendar year or portion of the calendar year.

(d) Landlord shall estimate Tenant's Additional Rent for each subsequent calendar year, and give written notice thereof to Tenant by April 1 of each year. Landlord's estimate of Tenant's Additional Rent shall include a budget in reasonable detail of the anticipated Operating Expenses for the then current calendar year. If Tenant objects to the amount of the estimated Additional Rent or to any expenses reflected in the Operating Expenses budget, Landlord shall meet with Tenant and use Landlord's good faith efforts to address Tenant's concerns and to reduce the Operating Expenses and Tenant's Additional Rent. In all events, Landlord agrees that Landlord will utilize good faith efforts to

minimize Operating Expenses, taking into account, however, the operating and maintenance standards which are applicable to Landlord under the terms of this Lease.

(e) For each calendar year (or partial calendar year) Tenant shall pay to Landlord each month, at the same time the Base Rent is due, an amount equal to one-twelfth (1/12) of the estimated annual Additional Rent due; provided that, Landlord agrees that in calendar year 2004 and subsequent calendar years, Operating Expenses which may be controlled by Landlord shall not increase more than six percent (6%) on an annual cumulative basis. For these purposes Operating Expenses over which Landlord has no control shall mean: (i) ad valorem taxes, assessments and governmental charges or impositions of any kind or nature whatsoever which are levied against the Building (provided, however, that Landlord shall utilize reasonable efforts to protest any tax appraisals which are above fair market value and Landlord will utilize other reasonable efforts to minimize ad valorem taxes and assessments against the Building); (ii) premiums for any and all property, casualty, worker's compensation and/or other insurance Landlord is required to maintain or chooses to maintain under the terms of this Lease (provided, however, that Landlord shall use reasonable efforts to minimize insurance costs); or (iii) impositions, charges or fees of whatever kind or nature for water, sewer, gas, electric or other utilities (provided, however, Landlord will use reasonable efforts to minimize utility expenses). For any year during which Additional Rent is due for less than the entire calendar year, Tenant shall pay to Landlord each calendar month during such year, one-twelfth of the estimated Additional Rent that would have been due if Additional Rent had been due throughout that calendar year.

(f) If Operating Expenses increase during a calendar year, Landlord may revise the estimated Additional Rent during such year by giving Tenant at least thirty (30) days advance written notice to that effect, and thereafter Tenant shall pay to Landlord, in each of the remaining months of that calendar year, an additional amount equal to the amount of the increase in the estimated Additional Rent divided by the number of months remaining in the year. Notwithstanding the foregoing, Landlord may not revise the estimated Additional Rent more than two (2) times during any given calendar year.

(g) Within one hundred twenty (120) days after the end of each calendar year, Landlord shall prepare and deliver to Tenant a statement showing Tenant's actual Additional Rent for that calendar year. The statement shall separately set forth the basic components (in reasonable detail) of Additional Rent for the prior calendar year and shall be certified as correct by a certified public accountant or an accounting firm, or if such statement is not audited, certified by the Building's manager, and if reasonably requested by Tenant, Landlord shall provide Tenant with a supplemental statement setting forth the applicability of such costs and the rationale behind the allocation thereof. Within thirty
(30) days after receipt of each statement, Tenant shall pay to Landlord, or Landlord shall credit against the next Additional Rent payment or payments due from Tenant, as the case may be, the difference between Tenant's actual Additional Rent for the preceding calendar year and the estimated Additional Rent paid by Tenant during the year.

(h) Tenant will have the right, for a period of two (2) years after the expiration of any calendar year (but not thereafter) to audit Landlord's books, at Tenant's cost and expense, to verify the Operating Expenses for such calendar year. If Tenant does not request an

audit within two (2) years after the expiration of any particular calendar year, then Tenant will be deemed to have waived any right it may have to an adjustment to Tenant's Percentage of any Operating Expenses for such calendar year. If it is finally determined that Tenant's actual share of Additional Rent is different than Landlord's computation of Tenant's share of Additional Rent, then Landlord shall refund to Tenant any overpayment of any such costs for the year in question and for each year during the Term the same error was made or Tenant shall pay to Landlord any underpayment of any such costs for the year in question and for each year during the Lease Term the same error was made, as the case may be, within thirty (30) days after notification thereof. All such audits shall be performed at Tenant's expense unless it is finally determined that the statement for the time period in question was in error and, as a result thereof, Tenant paid to Landlord more than (A) 102.5% of the Additional Rent due for such time period, in which case Landlord shall pay one half of the reasonable out-of-pocket audit costs of Tenant; or (B) 105% of the Additional Rent due for such time period, in which case Landlord shall pay all reasonable out-of-pocket audit costs of Tenant.

(i) Tenant's right to verify Operating Expenses shall be subject to the following limitations and conditions: (i) Tenant shall have provided Landlord with a timely written notice of its desire to verify Operating Expenses and specified a date for such verification not less than ten
(10) days nor more than thirty (30) days from the delivery of the notice to Landlord; (ii) such review or verification shall take place in Landlord's offices; and (iii) Tenant and any third party auditor or reviewer employed by Tenant shall execute and deliver to Landlord a confidentiality agreement reasonably acceptable to Landlord and which shall include, among other terms, the agreement of Tenant and such third party not to disclose to any other person the existence of the review, the results of the review and the agreement of any third party not to solicit verifications or reviews on the part of any other tenant of the Building.

(j) In the event Landlord and Tenant are unable to agree on the appropriate resolution of any dispute relating to Operating Expenses, the sole and exclusive remedy of Tenant shall be to submit the appropriate determination of Operating Expenses to binding arbitration in Travis County, Texas in accordance with the rules of the American Arbitration Association for commercial disputes. In the event Landlord and Tenant can not agree on a panel of arbiters within ten (10) days after either party notifies the other of its election to submit the matter to arbitration, then Landlord and Tenant shall each appoint an arbitrator and the two arbitrators selected shall appoint the third. All arbitrators selected or appointed for resolution of the dispute shall be unaffiliated with the parties and shall have at least ten (10) years experience in commercial real estate leasing in Travis County, Texas as either an attorney or a licensed real estate broker. The arbitration panel shall render a decision within ninety (90) days of appointment.

Section 3.03 Prepaid Rent

Intentionally omitted.

Section 3.04 Rent Payments

(a) All Rent is payable by Tenant at the times and in the amounts specified in this Lease in legal tender of the United States of America to Landlord at Landlord's management office in the Terrace P.U.D., or to any other person or at any other address as Landlord may from time to time designate in the continental United States by prior written notice to Tenant.

(b) Rent is payable by Tenant without notice, demand, abatement, deduction, or set-off except as expressly specified in this Lease. Tenant's obligation to pay Rent is independent of any obligation of Landlord under this Lease. If any installment of: (i) Base Rent or Additional Rent is not paid within five (5) business days after it is due; or (ii) any other Rent is not paid within fifteen (15) business days after it is due, Tenant shall pay to Landlord a late charge in an amount equal to two and one half percent (2 1/2%) of the delinquent installment of Rent when it pays the delinquent installment. In addition, if Tenant fails to pay any Rent within five (5) business days when the same is due (and such Rent represents amounts not already specified as bearing interest under other provisions of this Lease) then Tenant shall also pay to Landlord interest on the unpaid Rent from the due date until the date paid at the highest rate lawfully permitted to be contracted for, charged or received pursuant to a written contract under applicable federal or state law (the lower of such rates being referred to herein as the "Interest Rate").

Section 3.05 Security

(a) Tenant and Landlord hereby acknowledge and agree that Landlord has been asked to contribute the value of the Land and its personnel, resources and expertise toward the development of the Land and the construction thereon of the Building to Tenant's specifications for the purpose of leasing the same to Tenant and, but for the agreements of Tenant herein regarding, in particular, the payment of Base Rent during the first seven (7) years of the Lease Term, Landlord would not agree to construct the Building, obtain a loan to finance such construction (herein, the "Construction Loan"), or enter into this Lease. Tenant and Landlord acknowledge and agree that this Lease shall serve to evidence the obligations of Landlord, as developer, regarding the development of the Land and the construction of the Building and also the obligations of Landlord and Tenant, as lessor and lessee. Landlord and Tenant have identified certain development costs that will be incurred by Landlord including (i) amounts to be expended by Landlord in connection with the performance of Landlord's obligations hereunder and the delivery of the Leased Premises to Tenant on or before the Commencement Date of the Lease (including, specifically, the costs of Tenant Finish Work, brokerage commissions, and Landlord's overhead fees and expenses), (ii) following the occurrence of an Event of Default under this Lease by Tenant (particularly if such Event of Default shall occur prior to the Commencement Date of this Lease), additional interest payable on, and other costs related to the delayed repayment of, the Construction Loan, additional costs to design, redesign and construct alternative interior tenant finish work (including costs, if any, to any general contractor or subcontractor to commence or recommence work in respect of the Building or any interior tenant finish) to the specifications of any replacement tenants who desire to lease any portion of the Building after an Event of Default hereunder in respect of Tenant, additional leasing commissions payable by Landlord in connection with the reletting of the

Leased Premises (all of such development costs are referred to herein as "Landlord's Development Costs").

(b) As an inducement for Landlord to agree to construct the Building, obtain the Construction Loan, and to enter into this Lease, Tenant has agreed that Tenant shall within ten (10) days after the Effective Date of this Lease deliver to Landlord the following collateral:

(1) a cash deposit in the amount of $540,160 (the "Cash Security Deposit"); and

(2) a $9,000,000 irrevocable Letter of Credit addressed to Landlord and Landlord's Mortgagee in the form of Exhibit N attached hereto and incorporated herein by reference or in such other form as may be reasonably acceptable to Landlord and Landlord's Mortgagee and issued by Wells Fargo Bank, N.A. or another financial institution reasonably acceptable to Landlord and Landlord's Mortgagee (the "Letter of Credit");

the Cash Security Deposit and the Letter of Credit are hereafter referred to as the "Security". The Security shall secure the timely and prompt payment and performance by Tenant of:

(1) its obligations under this Lease; and

(2) its obligations under the Tri-Party Agreement set forth on Exhibit L (the "Tri-Party Agreement")

(c) Landlord agrees to deposit the Cash Security Deposit in a money market account yielding a market interest rate at a financial institution approved by Tenant, such approval not to be unreasonably withheld, with the interest accruing for the benefit of and payable to Tenant as it accrues on a monthly basis.

(d) Tenant and Landlord hereby acknowledge and agree that the Security shall not be deemed an advance payment of Rent, liquidated damages, or a limitation on, or measurement of, Landlord's damages resulting from the occurrence of an Event of Default hereunder in respect of Tenant. If an Event of Default occurs hereunder in respect of Tenant, Landlord may, without prejudice to any other right or remedy hereunder, under the Tri-Party Agreement, at law or in equity, use the Security to the extent necessary to:

(1) reimburse Landlord for the Landlord's Development Costs which have been incurred or obligated to be incurred by Landlord prior to the Event of Default;

(2) pay any arrearages in Rent or any other sum owing by Tenant under this Lease or the Tri-Party Agreement, and

(3) pay or reimburse Landlord for any other damage, injury, expense, or liability of Landlord arising from such Event of Default.

Notwithstanding any provision herein to the contrary, however, it is agreed and understood that any sums utilized to reimburse Landlord for Landlord's Development Costs under item (1) above will be applied against and in reduction of any sums which are paid to or collected by Landlord under items (2) and/or (3) above. Any and all funds which are collected by or delivered to Landlord in connection with the Security and which are in excess of the total amount of the sums payable under items (2) and/or (3) above are referred to herein as "Excess Funds". Notwithstanding any provision herein to the contrary, it is agreed and understood that: (i) the Excess Funds will be maintained by Landlord in a separate account and will bear interest as provided in subparagraph 3.05(c) above (except that interest will be retained in the account and will be added to the Excess Funds being held by Landlord until final disbursement, rather than being paid to Tenant monthly); (ii) no interest, late charges or other similar fees, charges or penalties will be levied or charged against Tenant under the terms of this Lease until and unless the Excess Funds have been fully depleted; and (iii) Landlord may retain the Excess Funds until a final determination has been made as to the sums payable to Landlord under items (2) and/or (3) above, but Landlord will refund all remaining Excess Funds to Tenant within ten (10) business days after the date of such final determination.

(e) Landlord shall be permitted to make partial draws of the Letter of Credit. Landlord may, upon the occurrence of an uncured Event of Default (i) make a draw upon the Letter of Credit and/or (ii) apply all or part of the Cash Security Deposit and, in either case, apply the proceeds of such draw or the amount of such Cash Security Deposit, as applicable, to the payment of Rent and other amounts owing by Tenant under this Lease and the Tri-Party Agreement. If Landlord makes a partial draw or applies all or any portion of the Cash Security Deposit as provided herein, then Tenant shall promptly take all action as may be necessary to (i) restore the amount of the Letter of Credit to the letter of credit amount which is then required under the terms and provisions of Section 3.05(g) hereinbelow, and/or (ii) pay to Landlord the amount necessary to restore the Cash Security Deposit to its original amount. Landlord and Tenant recognize the Landlord's Mortgagee has required as a condition for the construction loan for the Building that Landlord and Tenant enter into the Tri-Party Agreement relating to the Letter of Credit.

(f) If at any time during the term of this Lease:

(1) an Event of Default occurs under the provisions of
Section 11.01(a)(2); or

(2) an Event of Default occurs under the provisions of Sections 11.01(a)(3) and/or 11.01(a)(4) and the aggregate of the monetary defaults thereunder exceed $1,000,000;

then Landlord may draw the full amount of the Letter of Credit and apply such amount toward the payment of any amounts owed under the Lease including

Landlord's Development Costs, to the extent but only to the extent the same have been previously actually incurred or obligated to be incurred by Landlord. If Landlord makes a draw on the full amount of the Letter of Credit, Landlord shall be required to notify Tenant of which election it has made under
Section 11.01(b) of this Lease, and Landlord will be subject to the provisions of Section 3.05(d) hereinabove.

(g) The Letter of Credit shall be automatically reduced on each anniversary of the Commencement Date to the amounts set out hereinbelow; except, however, that if an uncured Event of Default on the part of Tenant exists under this Lease, then the reduction will not occur until and unless Tenant has cured such Event of Default. The automatic reductions of the Letter of Credit are as follows:

ANNIVERSARY OF COMMENCEMENT DATE            LETTER OF CREDIT REDUCES TO
-----------------------------------------------------------------------
                  1st                                   $ 7,714,284
                  2nd                                     6,428,510
                  3rd                                     5,142,856
                  4th                                     3,857,142
                  5th                                     2,571,428
                  6th                                     1,285,714
                  7th                                        -0-

If at any time during the term hereof, Tenant provides Landlord with notice that Tenant has attained a Standard & Poors Bond Rating of "BB" or better, Landlord shall promptly reduce Tenant's obligation as to the Letter of Credit by fifty percent (50%) for so long as Tenant's rating remains at "BB" or better. The fifty percent (50%) reduction (the "LOC Reduction") hereunder is in addition to the automatic annual reductions provided for hereinabove. If Tenant obtains the credit rating specified above, then the initial amount of the Letter of Credit and each of the amounts set out in the column hereinabove relating to the remaining amount of the Letter of Credit after each annual reduction will be reduced by fifty percent (50%). If at any time after the LOC Reduction is effective should Tenant's bond rating be revised to less than a "BB", Tenant shall immediately post a Letter of Credit (by amendment of the existing Letter of Credit or an additional Letter of Credit) to increase the amount in accordance with the above schedule. Notwithstanding any provision herein to the contrary, it is agreed and understood that Tenant will have no obligation to maintain the Letter of Credit from and after the date which is exactly seven (7) years after the Commencement Date; except, however, that if an uncured Event of Default on the part of Tenant exists at such time, then the Letter of Credit will be released only if and after Tenant has cured such Event of Default.

(h) The Letter of Credit may be reduced or replaced from time to time to effectuate the changes in amount which are provided for under this Lease. If at any time during the term of the Lease in which the Letter of Credit is continuing as Security under the Lease, Landlord is notified that the issuing bank of the Letter of Credit has elected not to renew the Letter of Credit, Tenant shall have until the date which is thirty (30) days prior to the then current expiration date of the Letter of Credit to provide a replacement Letter of Credit reasonably acceptable to Landlord. If Tenant fails to provide a replacement Letter

of Credit, reasonably satisfactory to Landlord, then Landlord may draw the full amount of the Letter of Credit and apply the proceeds to the amounts specified in, and subject to the limitations and provisions of
Section 3.05(d), the remaining funds will be held with the Cash Security Deposit pursuant to Section 3.05(c) above. Notwithstanding any provision herein to the contrary, however, it is agreed and understood that if Landlord draws upon the Letter of Credit under the terms of this Section 3.05(h) and Tenant subsequently delivers to Landlord a new Letter of Credit which satisfies the requirements under this Lease then, so long as no uncured Event of Default in respect of Tenant exists at such time, Landlord will simultaneously with Tenant's delivery of the new Letter of Credit, return to Tenant all sums which were previously drawn by Landlord under the old Letter of Credit.

(i) Landlord shall return (i) the original, unexpired Letter of Credit, and (ii) the remaining balance of the Cash Security Deposit, if any, to Tenant upon the termination or expiration of this Lease (except in the case of an Event of Default) and after surrender by Tenant of possession of the Leased Premises to Landlord in accordance with this Lease.

(j) If Landlord assigns its interest in the Leased Premises, Landlord may assign the Security to the assignee. Landlord will then have no further liability for the return of the Security after the assignment and Tenant shall look solely to the assignee for the return of the Security. Tenant may not assign or encumber or attempt to assign (except in connection with a permitted assignment of this Lease by Tenant or a collateral assignment to a lender) Tenant's interest in the Security. Landlord and its successors and assigns are not bound by any actual or attempted assignment (except in connection with a permitted assignment of this Lease by Tenant or a collateral assignment to a lender) of Tenant's interest in the Security.

(k) Notwithstanding any provision herein to the contrary, it is agreed and understood that possession and control of the Letter of Credit, including all funds drawn under the Letter of Credit, will be held by Landlord's Mortgagee (hereinafter defined).

ARTICLE IV - UTILITIES AND SERVICES

Section 4.01 Services to be Provided

Provided no uncured Event of Default on the part of Tenant exists, Landlord shall furnish or cause to be furnished to the Leased Premises, the utilities and services described below, subject to the conditions and in accordance with the standards set forth herein:

(a) Landlord shall provide automatic elevator service to the Leased Premises twenty-four (24) hours per day, seven (7) days per week.

(b) During Building Standard Hours, Landlord agrees to ventilate the Leased Premises and furnish heat or air conditioning, at such temperatures and in such amounts as is necessary and appropriate for the comfortable occupancy of the Leased Premises, reasonably consistent with the standards of "Class A" office buildings in Austin, Texas and in accordance with Tenant's instructions. With respect to the Building
(i) so long as Tenant is the sole Tenant of the Building, Tenant shall have the right to modify Building

Standard Hours at any time and from time to time by delivering written notice of such modification to Landlord; and (ii) Tenant shall be provided after hours service through an automated "on-demand" system, which will allow Tenant to directly control the heating and air conditioning system. Tenant shall reimburse Landlord for the actual costs incurred by Landlord for all additional heating or air conditioning. Upon request, Landlord will provide Tenant with a calculation of the basis for Landlord's then current charges for additional heating and air conditioning.

(c) Electric lighting for the Building.

(d) Toilet facilities and hot and cold water for lavatory and drinking purposes (at temperatures prescribed by applicable law or as customarily provided in other Class A buildings in Austin, Texas).

(e) Replacement, as necessary, of all lamps and ballasts in the building standard light fixtures within the Leased Premises.

(f) Window washing of exterior windows not less than once each year.

(g) Professional landscaping services periodically as necessary to maintain all landscaped areas from time to time on the Land.

(h) Janitorial services five (5) days per week, during hours designated by Tenant from time to time (provided such designations do not increase normal and customary costs for such services) reasonably consistent in quality to those being provided by other Class A office buildings in Austin, Texas.

(i) A building engineer located within the Terrace P.U.D. with "on-call" hours consistent with other Class A office buildings in Austin, Texas.

(j) Competent property management for the Building located within the Terrace P.U.D.

(k) Landlord shall furnish electrical service to the Leased Premises in accordance with Exhibit C at all times, subject to interruptions beyond Landlord's control and temporary interruptions necessary or appropriate for Building maintenance or equipment installation. In no event may Tenant's use of electricity exceed the capacity of the feeders to the Building or the risers or wiring installation. Electrical consumption in the Leased Premises, or in any portion of the Leased Premises in which excess electricity is consumed, may, at Landlord's option, be separately metered. Tenant shall pay on demand all costs associated with any separate metering required by Landlord, including but not limited to installation of any separate metering devices and the costs of all electrical consumption in any areas which are separately metered. The obligation of Landlord to provide or cause to be provided electricity is subject to the rules and regulations of the supplier of electricity and of any municipal or other governmental authority regulating the business of providing electricity, except as provided in
Section 4.04. Except as expressly provided in this Lease, Landlord is not liable or responsible to Tenant for any loss, damage

or expense Tenant sustains or incurs if either the quality or character of the electricity is changed or is no longer available or no longer suitable for Tenant's requirements.

At any time when Landlord is furnishing electricity to the Leased Premises under this subsection, Landlord may, at its option, upon not less than thirty (30) days prior written notice to Tenant, discontinue the furnishing of electricity, provided adequate provisions have been made for a transfer of service so that no interruption of electrical service will occur. If Landlord gives a notice of discontinuance, Landlord shall make all reasonably necessary arrangements with the public utility supplying the electricity to the Building with respect to connecting electrical service to the Leased Premises, but Tenant shall contract directly with the public utility with respect to supplying the electrical service.

(l) If not included in the Tenant Finish Work, at Tenant's option and election after the Commencement Date: (i) Landlord, at Tenant's sole cost and expense, will install and maintain a card-key access control system for entry into the Building and for elevator operation during non-Business Standard Hours for the use of Tenant, which system must be approved by Tenant and must be compatible with the security system installed by Tenant within the Leased Premises; or (ii) Tenant may, at Tenant's sole cost and expense, install its own card-key access control system for entry into the Building and for elevator operation during non-Business Standard Hours. Further, Landlord will provide 24-hour per day, 7 days per week security service for the Building. Provided Tenant is the sole Tenant of the Building, Tenant may at Tenant's option and election, replace Landlord's security service with a security service or security personnel retained by Tenant (and in such event, no costs for security services will be included by Landlord in the Operating Expenses). In all events, Tenant will have the right to install its own security system equipment in the Leased Premises, and all such security system equipment will remain Tenant's property and may be removed by Tenant upon termination of the Lease.

Section 4.02 Tenant's Obligations

Tenant shall cooperate fully at all times with Landlord and abide by all regulations and requirements Landlord may prescribe for the use of all utilities and services that are consistent with the terms of this Lease.

Section 4.03 Service Interruptions

(a) Landlord does not warrant that the services provided by Landlord will be free from any slow-down, interruption, or stoppage by governmental bodies, regulatory agencies, utility companies, and others supplying services or caused by the maintenance, repair, replacement, or improvement of any equipment involved in the furnishing of the services or caused by changes of services, alterations, strikes, lock-outs, labor controversies, fuel shortages, accidents, acts of God, the elements, or other causes beyond the reasonable control of Landlord.

(b) Landlord shall use diligent and reasonable efforts to restore any service that becomes unavailable; however such unavailability shall not render Landlord liable for any damages caused thereby, be a constructive eviction of Tenant, constitute a breach of any implied warranty, or, except as provided in the next sentence, entitle Tenant to any

abatement of Tenant's obligations hereunder unless such unavailability is caused by Landlord's gross negligence or intentional misconduct. However, if because of the unavailability of any such service Tenant is prevented from making reasonable use of a material portion of the Leased Premises for more than five (5) consecutive business days, then Tenant's obligation to pay Base Rent and Additional Rent in respect of the portion of the Leased Premises rendered untenantable thereby shall be abated for each consecutive day after such five (5) business day period that Tenant is so prevented from making reasonable use of such portion of the Leased Premises. If any such unavailability or interruption of services occurs (other than because of a taking or Casualty [defined below] as to which Article VIII and Section 7.03 shall control), and Landlord fails to restore such services to the Leased Premises within fifteen (15) days following delivery of written notice from Tenant to Landlord, Tenant may commence to restore such services unless Landlord is diligently performing the work that may be necessary to restore such services. All actual third-party costs incurred by Tenant in connection with restoring such services shall be paid by Landlord to Tenant within thirty (30) days following written demand therefor to Landlord (accompanied by invoices substantiating such claim) plus interest at the Interest Rate from the date of payment of such cost by Tenant until paid by Landlord. Tenant's right to perform work under this Section 4.03(b) is subject to the following conditions:

(1) all such work shall be performed in a good and workmanlike manner and in accordance with law;

(2) except in an emergency or in the event of work which consists solely of the repair and/or replacement of existing facilities, all such work shall be performed in accordance with plans and specifications approved by Landlord (which approval shall not be unreasonably withheld), whose approval shall be deemed given if Landlord fails to disapprove any submitted plans and specifications within three business days after Tenant delivers such plans to Landlord;

(3) all such work shall be performed by contractors reasonably acceptable to Landlord which maintain commercial liability insurance in an amount not less than $1,000,000 per occurrence naming Landlord as an additional insured; Landlord's approval shall be deemed given if Landlord fails to disapprove any contractor within three business days after Tenant delivers to Landlord a request for its consent thereto; and

(4) except in an emergency or in the event of work which consists solely of the repair and/or replacement of existing facilities, Tenant delivers to Landlord "as-built" plans of the work performed by Tenant.

Section 4.04 Modification

Landlord reserves the right from time to time to make reasonable and nondiscriminatory modifications to the above standards for utilities and services by giving written notice to Tenant.

ARTICLE V - USE AND OCCUPANCY

Section 5.01 Use and Occupancy

(a) The Leased Premises may be used and occupied for the Permitted Use specified in the Basic Lease Provisions and for any other uses allowed under Applicable Laws (hereinafter defined). Tenant shall use and maintain the Leased Premises in an operable, attractive condition (ordinary wear and tear and damage by casualty and condemnation excepted) and shall comply with all laws, ordinances, orders, rules, regulations and requirements of any kind imposed by any governmental authority (state, federal, county and municipal) applicable to or having jurisdiction over the use, occupancy, operation, and maintenance of the Leased Premises, including without limitation, all applicable environmental laws and the Americans With Disabilities Act of 1990 (ADA) (those laws, ordinances, orders, rules, decisions, and regulations hereafter referred to as "Applicable Law" or "Applicable Laws"). Landlord shall construct the Building and the Leased Premises in accordance with all Applicable Laws; shall operate and maintain the Building in compliance with all Applicable Laws; and shall otherwise comply with all Applicable Laws relating to access to the Building and the Leased Premises.

(b) Tenant may not deface or injure the Leased Premises or the Building or any part thereof or overload the floors of the Leased Premises (beyond the capacities for which such floors are required to be designed under the terms and provisions of this Lease). Tenant may not commit waste or permit waste to be committed or cause or permit any nuisance on or in the Leased Premises or the Building. Tenant shall pay Landlord on demand as Rent for any damages to the Leased Premises or to any other part of the Building which is not covered by insurance which Landlord is required to carry under the terms of this Lease and which is caused by any negligence or willful act or any misuse or abuse (whether or not the misuse or abuse results from negligence or willful acts) by Tenant or notwithstanding any provision herein to the contrary, Tenant shall have no liability to Landlord for any damage or liability which is or should be covered by the insurance which Landlord is required to maintain under the terms and provisions of this Lease.

(c) Tenant's agents, employees, licensees, invitees or contractors (hereafter referred to as "Tenant Party" or "Tenant Parties") shall not erect, place, or allow to be placed any sign, symbol, advertising matter, stand, booth, or showcase in or upon the doorsteps, vestibules, halls, corridors, doors, walls, windows, or pavement of the Building visible outside the Leased Premises (except for lettering on the door or doors to the Leased Premises as allowed by the Rules and Regulations attached hereto as Exhibit D) without the prior consent of Landlord which will not be unreasonably withheld.

(d) Tenant may not use or allow or permit the Leased Premises to be used in any way or for any purpose that:

(1) is extra-hazardous on account of the possibility of fire or other casualty;

(2) renders the Building uninsurable at normal rates by responsible insurance carriers authorized to do business in the State of Texas or renders void or voidable any insurance on the Building.

If insurance premiums are increased because of Tenant's use of the Leased Premises, then, in addition to any other remedies Landlord may have, Tenant shall pay the amount of the increase to Landlord as Rent within five (5) days after demand.

Section 5.02 Rules and Regulations

Tenant and each Tenant Party shall comply with the rules and regulations attached as Exhibit D (the "Rules and Regulations"). Tenant is responsible for the compliance with the Rules and Regulations by each Tenant Party.

Section 5.03 Quiet Enjoyment

If Tenant pays the Rent when due and timely performs all other obligations of Tenant under this Lease, then Tenant may peaceably and quietly enjoy the Leased Premises during the Lease Term without any disturbance from Landlord or from any other person claiming by, through, or under Landlord, subject to the terms of this Lease and of the deeds of trust, mortgages, ordinances, utility easements, agreements and other matters to which this Lease may be subordinate.

ARTICLE VI - REPAIRS, MAINTENANCE AND ALTERATIONS

Section 6.01 Repair and Maintenance by Tenant

(a) Tenant shall keep the Leased Premises and all fixtures installed by or on behalf of Tenant in good and tenantable condition (ordinary wear and tear and damage by casualty and condemnation excepted). Tenant shall promptly make all necessary non-structural repairs and replacements thereto at Tenant's expense. All repairs and replacements must be at least equal in quality to the original work, and all contractors and subcontractors performing such repairs and replacements must comply with the conditions specified in Section 6.02(a) hereinbelow. Without diminishing this obligation of Tenant, if Tenant fails to commence to make any repairs and replacements which are required of Tenant hereunder within fifteen (15) days after notice from Landlord and thereafter diligently pursue such repairs or replacements, Landlord may at its option make the repairs and replacements and Tenant shall pay Landlord on demand as Rent the costs incurred by Landlord plus an administrative fee equal to ten (10%) percent of the costs plus interest at the Interest Rate from the date of payment of such cost by Landlord until paid by Tenant.

(b) Tenant shall pay the cost of repairs and replacements due to damage or injury to the Building or any part thereof caused by any Tenant Party or by any malfunction or misuse of any equipment installed by or on behalf of Tenant. This amount is payable by Tenant to Landlord on demand as Rent plus interest at the Interest Rate from the date of payment by Landlord until paid by Tenant. Notwithstanding any provision herein to the contrary, however, Tenant shall not be required to pay any cost or expense related to any damage or injury which is or should be covered by insurance which Landlord is required to maintain under the terms and provisions of this Lease. If Tenant requests Landlord to perform any maintenance or repairs to the Leased Premises, over and above the services required to be performed by Landlord pursuant to Article IV, Tenant shall pay the actual

cost thereof, plus a reasonable administrative fee not to exceed ten (10%) percent of the actual cost thereof, to Landlord as Rent within ten (10) business days after demand.

Section 6.02 Alterations and Additions by Tenant

(a) Tenant may not make or permit any alterations, improvements or additions in or to the Leased Premises or the Building without Landlord's prior written consent, such consent not to be unreasonably withheld; provided however, that: (i) Tenant shall not be required to obtain Landlord's approval for alterations which cost less than $30,000 each and do not materially affect the structure of the Building or its HVAC, electrical or plumbing systems; and (ii) nothing in this Lease will require Tenant to obtain Landlord's consent for interior painting, carpeting and similar decorative modifications to the Leased Premises, regardless of the costs thereof. All alterations, additions and improvements made to, or fixtures or other improvements placed in or upon, the Leased Premises, whether temporary or permanent in character, by either party (except only Tenant's fixtures, and all of Tenant's office furniture, equipment and other movable items of personal property) are a part of the Building and are the property of Landlord when they are placed in the Leased Premises unless otherwise agreed by Landlord and Tenant. Except for alterations, improvements and additions which Tenant is allowed to make without necessity of obtaining Landlord's approval, all alterations, improvements and additions in and to the Leased Premises requested by Tenant must be made in accordance with plans and specifications approved in advance in writing by Landlord. All work must be performed at Tenant's expense either by Landlord or by contractors and subcontractors approved in advance by Landlord. If the work is not performed by Landlord, then all work performed by Tenant's contractors and subcontractors is subject to the following conditions:

(1) Each contractor and subcontractor must deliver evidence satisfactory to Landlord that the insurance specified in Exhibit E is in force prior to commencing work.

(2) Tenant shall use good faith efforts to insure that all workers are cooperative with Building personnel and comply with all Building Rules and Regulations.

(3) Tenant must deliver to Landlord evidence that Tenant has obtained all necessary governmental permits and approvals for the improvements or alterations prior to starting any work.

(4) All construction must be done in a good and workmanlike manner and is subject to approval by Landlord during and after construction, in its reasonable discretion.

(5) Lien releases from each contractor (subject to final retainage payments) must be submitted to Landlord within ten
(10) business days after completion of the work performed by the contractor.

(6) Within thirty (30) days after completion of any improvements or alterations, Tenant, at its cost, shall deliver to Landlord, on CAD disks, copies of "as-built" plans and specifications (1/8" scale) for each floor where material alterations or improvements were made.

(b) All alterations and improvements must comply with all Applicable Laws. Neither Landlord's approval of Tenant's plans and specifications for the alterations or improvements, nor Landlord's acceptance of Tenant's as-built plans is a confirmation or agreement by Landlord that the improvements and alterations comply with Applicable Laws.

Section 6.03 Mechanics' Liens - Tenant's Obligations

If any mechanic's or materialman's lien is placed upon Landlord's interest in the Building or the Leased Premises or any part thereof or against Landlord's interest under this Lease by any architect, contractor, subcontractor, laborer, or materialman performing any labor or furnishing any materials to Tenant for any improvement, alteration, or repair of or to the Leased Premises, the Building, or any part thereof, Tenant shall either: (i) cause the same to be discharged of record within twenty (20) days after filing; or (ii) post a bond or other security reasonably acceptable to Landlord to cover the full amount of the claim. If Tenant does not satisfy one or the other of the foregoing requirements, then Landlord may, but is not obligated to, discharge the lien by paying the amount claimed to be due or by procuring the discharge of the lien by deposit in court or bonding. Any amount paid by Landlord relating to any lien not caused by Landlord, and all reasonable legal and other expenses of Landlord, including reasonable attorneys' fees, in defending any action or in procuring the discharge of any lien, with interest thereon at the Interest Rate from date of payment by Landlord until paid by Tenant, is payable by Tenant to Landlord on demand as Rent.

Section 6.04 Maintenance and Repair by Landlord

Landlord shall maintain the Building in first-class condition and repair and shall operate the Building as a first-class office building, similar to other Class A buildings in Austin, Texas. Landlord shall not permit or allow to remain any waste or damage to any portion of the Building. Without limitation on the generality of the foregoing, Landlord represents and warrants to Tenant that the Building's structure and operational systems will be in good condition and suitable for Tenant's Permitted Use from and after the Commencement Date. Subject to reimbursement of the Operating Expenses, Landlord will maintain in good repair and condition all (i) service areas; (ii) roofs, ceilings, foundations, floorslabs, parking areas, pavement, exterior windows and load bearing items; (iii) exterior surfaces of walls; (iv) plumbing, pipes and conduits located in the service areas;
(v) central heating, ventilation and air conditioning, electrical, mechanical and plumbing systems, including, but not limited to, those servicing the Leased Premises (other than excess electrical equipment and other supplemental equipment installed by or for Tenant); (vi) structural and mechanical elements, including without limitation, those related to the Leased Premises necessary to provide the services described in Article IV; (vii) parking garages; (viii) elevators; (ix) surface parking lots, driveways, sidewalks, landscaping and other improvements or additions to the Land; and (x) Building security

and life safety systems. Landlord will at all times maintain the Building in accordance with standards as customarily followed in the operation and maintenance of Class A office buildings in Austin, Texas.

ARTICLE VII - INSURANCE, FIRE AND CASUALTY

Section 7.01 Tenant's Insurance

(a) Tenant shall, at its expense, maintain at all times a policy or policies of insurance insuring Tenant against all liability for injury to or death of a person or persons and for damage to or destruction of property occasioned by or arising out of or in connection with the use or occupancy of the Leased Premises or by the condition of the Leased Premises (including Tenant's contractual liability to indemnify and defend Landlord) with a combined single limit of $2,000,000 for bodily injury and property damages, or with increased limits as may be reasonably required from time to time by Landlord by giving notice to Tenant not to exceed a combined single limit in excess of $5,000,000. Tenant's policies must be written by an insurance company or companies reasonably satisfactory to Landlord and licensed to do business in the State of Texas with Landlord and Landlord's manager named as additional insureds. Tenant shall obtain a written obligation on the part of each insurance company to notify Landlord at least fifteen (15) days prior to cancellation of the insurance.

(b) Tenant shall deliver duly executed certificates of insurance to Landlord prior to occupying any part of the Leased Premises. Tenant shall deliver satisfactory evidence of renewals of the insurance policies to Landlord within ten (10) days of the expiration of the respective policies. If Tenant fails to comply with these insurance requirements, Landlord may obtain the insurance and Tenant shall pay to Landlord on demand as additional Rent the premium cost thereof plus interest at the Interest Rate from the date of payment by Landlord until paid by Tenant.

(c) Tenant shall insure that all contractors, subcontractors, moving companies and others performing work of any type for Tenant in the Building shall comply with the insurance requirements set out on Exhibit E attached hereto and incorporated herein by reference, as such insurance requirements may be reasonably revised from time to time by Landlord (acting reasonably and in accordance with practices which are comparable to practices utilized at other Class A buildings in Austin, Texas). Landlord shall inform Tenant in writing of all revisions to the insurance requirements.

Section 7.02 Landlord's Insurance

Landlord shall, at all times during the Lease Term, maintain insurance insuring the Building at its full replacement cost, and also insuring any loss of rents by Landlord due to any loss or damage by fire, explosion or other hazards or contingencies. Such insurance will be provided through a policy or policies with deductible amounts which are approved in writing by Tenant and otherwise with terms, coverages and conditions as are normally carried by reasonably prudent owners of properties similar to the Building. The company or companies writing any insurance which Landlord is required to maintain under this Lease must be licensed to do business in the State of Texas and must have an
A.M. Best

rating of AVI or better. Tenant agrees that all personal property upon the Leased Premises shall be at the risk of Tenant only and that Landlord shall not be liable for any damage thereto or theft thereof. If by reason of any act or conduct of business of Tenant there shall be any increase in the rate of insurance on the Building or contents created by Tenant's acts or conduct of business, Tenant agrees to pay Landlord the amount of such increase on demand.

Section 7.03 Fire or Other Casualty

(a) If the Leased Premises or any part thereof are damaged by fire or other casualty (a "Casualty"), Tenant shall give prompt notice thereof to Landlord. If the Leased Premises or the Building is damaged by a Casualty, Landlord shall, within thirty (30) days after such Casualty deliver to Tenant a good faith estimate (the "Damage Notice") of the date on which the repair of the damage caused by such Casualty will be substantially completed (such date is herein called the "Estimated Restoration Completion Date"). Base Rent and Additional Rent shall abate to a fair and equitable extent as of the date of the Casualty with respect to the portion of the Leased Premises and/or the Building affected by the Casualty until substantial completion of repairs to the Leased Premises and elevator access and other services are available to the Leased Premises for conduct of Tenant's business.

(b) If the Leased Premises or the Building is damaged by Casualty such that Tenant is prevented from conducting its business in a material portion of the Leased Premises in a manner reasonably comparable to that conducted immediately before such Casualty, then:

(i) if the Estimated Restoration Completion Date is later than one hundred eighty (180) days after the date of the Casualty, Tenant may terminate this Lease by delivering written notice to Landlord of its election to terminate within thirty (30) days after the Damage Notice has been delivered to Tenant or, if no such notice is delivered by Landlord, within ninety (90) days after the Casualty; and

(ii) if Tenant does not, or does not have the right to, terminate this Lease pursuant to this Section 7.03(b) and such damage is not repaired by the Casualty Restoration Termination Date (defined below), Tenant may terminate this Lease by delivering written notice to Landlord of its election to terminate before the earlier of (A) thirty (30) days after the Casualty Restoration Termination Date (defined below) or (B) the completion of such repairs.

Any termination right of Tenant not timely exercised shall be deemed waived, time being of the essence with respect thereto. In case of any termination under Section 7.03(b)(i) above, Base Rent and Additional Rent shall abate in full as of the date of the Casualty. In case of any termination under Section 7.03(b)(ii) above, the portion of the Base Rent for the portion of the Leased Premises affected thereby not theretofore abated shall abate as of the date of termination. Unless Landlord and Tenant agree in writing otherwise, the "Casualty Restoration Termination Date" shall be thirty (30) days after the later of (1) one hundred eighty (180) days after the Casualty, or (2) the Estimated Restoration Completion Date.

(c) If Tenant does not elect to terminate this Lease following a Casualty, then Landlord shall, within a reasonable time after such Casualty, subject to approval from

Landlord's Mortgagee, commence to repair the Building and the Leased Premises and shall proceed with reasonable diligence to restore the Building and Leased Premises to substantially the same condition as they existed immediately before such Casualty; however, Landlord shall not be required to repair or replace any part of the furniture, equipment, fixtures, and other improvements which may have been placed by, or at the request of, Tenant or other occupants in the Building or the Leased Premises.

(d) If the damages are caused by the willful misconduct of Tenant or any Tenant Party, Tenant shall pay to Landlord on demand as Additional Rent any damages in excess of the amount paid by insurance proceeds received by Landlord which are not covered by the insurance which Landlord is required to carry under the terms and provisions of this Lease. Any insurance carried by Landlord or Tenant against loss or damage to the Building or to the Leased Premises is for the sole benefit of the party carrying the insurance and under its sole control.

(e) If Tenant does not elect to terminate the Lease pursuant to Section 7.03(b) above and Landlord's Mortgagee requires that the insurance proceeds due Landlord for the Casualty are to be applied to the Building Mortgage, then in such event, Landlord will use reasonable efforts to acquire replacement financing in order to restore the Building. Landlord and Tenant acknowledge that in such event it is not possible to predict market conditions in advance. In such event, Landlord hereby grants Tenant a Right of First Offer (the "Tenant's First Offer Right") as hereafter described:

(i) If Landlord is able to acquire replacement financing to rebuild the Building, then in such event, Landlord shall, prior to offering the Building for lease or sale to a third party, give Tenant not less than thirty (30) days within which to accept a proposal for the sale or lease of the Building.

(ii) If Landlord is not able to acquire replacement financing and determines to sell the Land, then in such event, Landlord shall, prior to offering the Land for sale to a third party, give Tenant a proposal for Tenant to purchase the Land and Tenant shall have thirty (30) days within which to accept the proposal for the purchase of the Land.

Landlord and Tenant agree if Landlord shall offer the Tenant's First Offer Right, Landlord and Tenant will meet, if required, to reach a market rate rent or purchase price. If an agreement cannot be reached after good faith discussions between Landlord and Tenant within said thirty (30) day period, neither party shall have any further obligation hereunder.

Section 7.04 Waiver of Subrogation

Each party waives all claims that arise or may arise in its favor against the other party, or anyone claiming through or under them, by way of subrogation or otherwise, during the Lease Term or any extension or renewal thereof, for any injury to or death of any person or persons or the theft, destruction, loss of, or damage to, any of its property (a "Loss") caused by casualty, theft, fire, third parties, or any other matter, to the extent the same is insured against by it under any insurance policy that covers the Building, the Leased

Premises, Landlord's or Tenant's fixtures, personal property, leasehold improvements, or business, or is required to be insured against by it under the terms hereof (whether or not the loss or damage is caused by the fault or negligence of the other party or anyone for whom the other party is responsible). These waivers are in addition to, and not in limitation of, any other waiver or release in this Lease with respect to any Loss. Since these mutual waivers preclude the assignment of any claim by way of subrogation (or otherwise) to an insurance company (or any other person), each party shall immediately give each insurance company issuing to it policies of fire and extended coverage insurance written notice of the terms of these mutual waivers, and have the insurance policies properly endorsed, if necessary, to prevent the invalidation of the insurance coverages by reason of these waivers.

ARTICLE VIII - CONDEMNATION

(a) If all or substantially all of the Building is taken for any public or quasi-public use under any governmental law, ordinance or regulation or by right of eminent domain or is sold to the condemning authority in lieu of condemnation, then this Lease will terminate as of the date when physical possession of the portion of the Building is taken by the condemning authority. If less than all or substantially all of the Building is taken or sold, and if such taking or sale prevents Tenant from conducting its business in the Leased Premises in a manner reasonably comparable to that conducted immediately before such taking, then Tenant may terminate this Lease as of the date of such taking or sale by giving Landlord written notice within sixty (60) days after the taking, and Rent shall be apportioned as of the date of such taking.

(b) If this Lease is not terminated by Tenant upon any taking or sale of less than all or substantially all of the Building and Tenant does not terminate this Lease as provided below:

(1) The Rent will be reduced by a fair and equitable amount representing that part of the Rent properly allocable to the portion of the Leased Premises or the Building which is taken or sold, if any; and

(2) Landlord shall, at Landlord's sole expense, restore the Building to substantially its former condition to the extent reasonably deemed feasible by Landlord, but:

(A) Landlord's restoration obligation does not exceed the scope of the work done by Landlord in originally constructing the Building and installing Tenant Finish Work in the Leased Premises; and

(B) Landlord is not required to spend for the work an amount in excess of the amount received by Landlord as compensation or damages (over and above amounts going to the mortgagee of the property taken) for the part of the Building so taken.

(c) Tenant shall be entitled to receive, out of the compensation awarded upon a taking of any part of the Building, an amount equal to any unamortized Tenant expenditures for

build-out costs incurred by Tenant in excess of the Allowance. In this regard, all amortizations of Tenant expenditures will be done on a straight line basis over the Lease Term. In addition, Tenant shall be entitled to separately pursue claims against the condemner for the value of Tenant's personal property, moving costs, loss of business and other reasonable claims it may have. Except as provided above, Landlord will be entitled to receive all of the compensation awarded upon a taking of all or any part of the Building, including any award for the value of the unexpired Lease Term.

ARTICLE IX - INDEMNIFICATIONS AND WAIVERS

Section 9.01 Limitations on Liability of Landlord and Waivers

Landlord is not liable to any Tenant or any Tenant Party or any other person, and Tenant waives any liability of Landlord, for:

(1) any injury or damage to person or property due to the condition or design of, or any defect in the Building that exists now or occurs in the future, except for Landlord's or any of Landlord's agents or contractors' gross negligence or willful misconduct;

(2) any injury or damage to person or property due to the Building or related improvements or appurtenances being out of repair, or defects in or failure of pipes or wiring, or backing up of drains, or the bursting or leaking of pipes, faucets and plumbing mixtures, or gas, water, stream, electricity, or oil leaking, escaping, or flowing into the Leased Premises unless caused by Landlord's willful misconduct or gross negligence;

(3) any loss or damage caused by the acts or omissions of other tenants in the Building or of any other persons, excepting only the willful misconduct or gross negligence of Landlord; or

(4) any loss or damage to property or person occasioned by theft, fire, act of God, public enemy, injunction, riot, insurrection, war, court order, requisition, order of government authority, and any other cause beyond the control of Landlord.

Section 9.02 No Implied Waiver

The failure of either party to insist at any time upon the strict performance of any of the terms of this Lease or to exercise any option, right, power or remedy contained in this Lease is not a waiver of the right or remedy for the future. The waiver of any breach of this Lease or violation of the Rules and Regulations attached hereto does not prevent a subsequent act, which would have originally constituted a breach or violation, from having all the force and effect of an original breach or violation. No express waiver affects any terms other than the ones specified in the waiver and those only for the time and in the manner specifically stated. Acceptance by Landlord of any Rent after the breach of any of the terms of this Lease or violation of any Rule or Regulation is not a waiver of the breach or violation or the right to collect applicable late charges and interest, and no waiver by

either party of any of the terms of this Lease is effective unless expressed in writing and signed by such party.

Section 9.03 Waiver by Tenant

Tenant waives and surrenders for itself and all persons or entities claiming by, through, and under it, including creditors of all kinds:
(A) any right and privilege which it or any of them has under any present or future constitution, statute, or rule of law to redeem the Leased Premises or to have a continuance of this Lease for the Lease Term after termination of Tenant's right of occupancy by order or judgment of any court or by any legal process or writ, or under the terms of this Lease, (B) the benefits of any present or future constitution, statute, or rule of law that exempts property from liability for debt or for distress for Rent, (C) any provision of law relating to notice or delay in levy of execution in case of eviction of a Tenant for nonpayment of Rent, and (D) any rights, privileges, and liens set out under Section 91.004 and 93.003 of the Texas Property Code (as amended), and Tenant exempts Landlord from any liability or duty thereunder.

Section 9.04 Hazardous Substances

(a) Tenant has no liability or responsibility with respect to Hazardous Substances, if any, which were placed or located within the Leased Premises or the Building prior to the Commencement Date, but Tenant may not, except as provided for herein:

(1) cause or permit the escape, disposal, or release in the Leased Premises or the Building of any biologically active, chemically active, or hazardous substances or materials (hereafter referred to as "Hazardous Substances"); or

(2) bring or permit or allow any Tenant Party to bring, any Hazardous Substances into the Leased Premises or the Building except for Hazardous Substances which are used by Tenant in conjunction with Tenant's business and which are maintained and utilized by Tenant in accordance with Applicable Laws.

The term Hazardous Substances includes, but is not limited to, those described in the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended, 42 U.S.C. Section 9601 et seq., the Resource Conservation and Recovery Act, as amended, 42 U.S.C. Section 6901 et seq., the Texas Water Code, the Texas Solid Waste Disposal Act, and other applicable state or local environmental laws and the regulations adopted under those acts.

Landlord consents to Tenant operating laboratories in the Leased Premises which will be used for research and development which may require the presence of the following: compressed air, vacuum, bottled carbon dioxide, liquid nitrogen, and Hazardous Substances which will be maintained and disposed of by Tenant in accordance with Applicable Laws.

(b) If any lender or governmental agency requires testing to ascertain whether or not a release of Hazardous Substances has occurred in or on the Leased Premises or the Building based on probable cause that a release occurred and was caused by any Tenant or Tenant Party, then Tenant shall reimburse the reasonable costs of the testing to Landlord on demand as Rent if a release by Tenant or a Tenant Party actually occurred.

(c) Each party shall execute affidavits, representations, and the like from time to time reasonably requested by the other party and in form and substance reasonably acceptable to the other party concerning such party's actual knowledge and belief regarding the presence of Hazardous Substances in the Leased Premises and the Building.

(d) Tenant shall indemnify Landlord against any and all costs and expenses incurred by Landlord arising from any release of Hazardous Substances in or on the Leased Premises or the Building caused by any Tenant or Tenant Party.

(e) Landlord shall be responsible for all Hazardous Substances, if any, which were placed or located within the Leased Premises and/or the Building prior to the Commencement Date. Landlord will indemnify and save and hold Tenant harmless from and against all claims, liabilities or obligations of any kind or nature arising in connection with: (i) any Hazardous Substances which were placed or located within the Leased Premises or the Building prior to the Commencement Date; and/or (ii) any release of Hazardous Substances in or on the Leased Premises or the Building caused by Landlord or by any person or entity operating by, through or under Landlord.

(f) The provisions of this Section 9.04 survive the expiration or earlier termination of this Lease.

ARTICLE X - ASSIGNMENT AND SUBLETTING

Section 10.01 No Assignment or Subletting Without Consent.

(a) Except as hereinafter provided, Tenant may not, without Landlord's prior written consent: (1) assign or transfer this Lease or any interest therein; (2) permit any assignment of this Lease or any interest therein by operation of law; (3) sublet the Leased Premises or any part thereof, (4) grant any license, concession, or other right of occupancy of any portion of the Leased Premises; (5) mortgage, pledge, or otherwise encumber its interest in this Lease; or (6) permit the use of the Leased Premises by any parties other than Tenant and its employees.

(b) In the event Tenant desires the consent of Landlord to an assignment or subletting, Tenant shall submit to Landlord not less than fifteen (15) days prior to the effective date of the assignment or subletting a written notice of such fact which shall include copies of the final form of the documentation of the assignment or sublease and sufficient information to permit Landlord to determine the identity, character and financial condition of the proposed assignee or subtenant. Landlord shall either approve or reject Tenant's request within fifteen (15) days of receipt of Tenant's written notice.

Section 10.02 Landlord's Consent

(a) Landlord's consent hereunder shall not be unreasonably withheld; provided, however, in granting or withholding its consent Landlord shall be entitled to take into consideration all relevant factors including without limitation, the creditworthiness, nature of the business and business reputation of the proposed subtenant or assignee and the parking requirements of the proposed subtenant or assignee to the extent and only to the extent such parking requirements exceed the parking requirements of Tenant. Landlord may, if it so elects, withhold its consent if the proposed subtenant or assignee is a government entity. Landlord may withhold or condition its consent subject to execution and delivery of an appropriate sublease or assignment which includes provisions for notice to Landlord, prohibition on further assignment or subleasing without Landlord's consent, except pursuant to the terms of this Lease and indemnification of Landlord by the subtenant or assignee. Landlord may withhold its consent to any proposed assignment or sublease if an Event of Default has occurred and is continuing, or an event has occurred which, with the giving of notice, or the passage of time, or both, could constitute any Event of Default. Landlord's consent to any assignment or subletting, is not a waiver of Landlord's right to approve or disapprove any subsequent assignment or subletting.

(b) For any approved sublease or assignment, in the event the Base Rent paid by any assignee or subtenant exceeds the Base Rent due to Landlord from Tenant, Landlord shall be entitled to receive one-half ( 1/2) of such excess above the Base Rent after Tenant has received full reimbursement out of such excess of all reasonable sublease or assignment expenses, including but not limited to architectural fees, contractor fees, cost of leasehold improvements, rental abatement and legal and brokerage fees.

(c) The provisions of Section 10.02(b) to the contrary notwithstanding, should Tenant request consent to enter into one or more subleases or assignments, which in the aggregate, cover more than (i) twenty-five percent (25%) of the Leased Premises and are for a period of time which extended into the final twenty-four (24) months of the Lease Term, or
(ii) thirty-five percent (35%) or more of the Leased Premises, in either event, Landlord shall be entitled to recapture the portion of the Leased Premises under consideration for sublease or assignment by providing Tenant with written notice within ten (10) days of the date of the requested consent. In either event, Landlord and Tenant shall promptly enter into an amendment to this Lease reflecting such recapture of a portion of the Leased Premises as well as such other provisions which are required to reflect the conversion of the Building to a multi-tenant building, including but not limited to Building Rules and Regulations and parking regulations. Notwithstanding the above: (i) if Tenant exercises its renewal option with respect to any sublease space concurrently with the subleasing, then Landlord will have no right to recapture such space under the provisions of (i) the immediately preceding sentence; and (ii) Landlord's right of recapture will not apply to any subleases or assignments made pursuant to Section 10.03 hereof and such subleases and assignments will not be included or considered under the provisions set forth hereinabove for the purpose of calculating the percentage of the Leased Premises which has been leased.

(d) Notwithstanding the consent by Landlord to any assignment or subletting, Tenant shall remain liable for the payment of Rent and performance of all other obligations under this Lease.

(e) Tenant shall have the right to erect partitions and demising walls to accommodate any sublease which is entered into by Tenant under the terms and provisions of this Lease.

Section 10.03 Permitted Transfers

Notwithstanding anything to the contrary in this Lease, (a) an assignment or sublease to a subsidiary of Tenant or to an entity under joint ownership or control with Tenant, (b) the merger or transfer of all of the stock in Tenant; or (c) an assignment of the Lease in conjunction with the sale of all or substantially all of the assets of Tenant, shall be considered transfers permitted under this Lease provided in each such case the resulting entity's financial condition is equal to or better than Tenant's (a "Permitted Transfer").

ARTICLE XI - DEFAULT

Section 11.01 Default

(a) Each of the following shall constitute an "Event of Default" by Tenant:

(1) The Tenant abandons all or any part of the Leased Premises and fails to pay one or more installments of Base Rent or Additional Rent when the same is due; or

(2) The filing of a petition by Tenant or by a third party which is not contested by Tenant to declare Tenant is bankrupt or to delay, reduce or modify Tenant's debts or obligations, or for the appointment of a receiver or trustee of Tenant or its property or for the winding up or liquidation of its affairs; or if Tenant makes an assignment of the benefits of Tenant's creditors or admits in writing Tenant's inability to pay the debts due; or

(3) The failure of Tenant to pay when due any installment of Base Rent, or Additional Rent, or any other money payments due hereunder, or any part thereof, and such failure shall continue for a period of five (5) business days after Landlord has delivered to Tenant written notice of such failure (provided, however, that if Tenant fails to pay installments of Rent hereunder on a timely basis on two (2) or more occasions during any calendar year, then Landlord will thereafter have no obligation to deliver any notice of default to Tenant under the terms hereof during the remainder of such calendar year and an "Event of Default" will be deemed to have occurred immediately upon the failure of Tenant to pay when due any installment of Rent which comes due during the remainder of such calendar year, without any grace period and without necessity of Landlord delivering any notice of default to Tenant); or

(4) The failure of Tenant to fulfill or perform in whole or in part, any agreement or provision of this Lease which is an obligation upon Tenant, other than the payment of Rent or any other money amounts due hereunder, and such failure or nonperformance shall continue for a period

of thirty (30) days after written notice thereof has been given by Landlord to Tenant, or such longer period as may be reasonably required to cure such failure or nonperformance, provided that Tenant commences curative action within such thirty (30) day period and diligently pursues such curative action to completion.

(b) Upon the occurrence of any Event of Default, Landlord shall have the option to do any one or more of the following after providing notices as set forth hereinbelow, but otherwise without any notice or demand, in addition to and in limitation of any other remedy permitted by law or by this lease:

(1) Draw all or part of the Letter of Credit (after compliance with Section 3.05 of the Lease and subject to the limitations set out therein) and apply the proceeds thereof to the payment of any amounts due to Landlord hereunder and under the Tri-Party Agreement (including the payment of any of Landlord's Development Costs).

(2) Apply all or part of the Cash Security Deposit to the payment of amounts due to Landlord hereunder and under the Tri-Party Agreement (including the payment of any of Landlord's Development Costs after compliance with Section 3.05 of the Lease and subject to the limitations set out therein).

(3) Terminate this Lease and forthwith repossess the Leased Premises, and Landlord will be entitled to recover forthwith as damages a sum of money equal to the total of (i) the reasonable cost of recovering the Leased Premises (including attorneys' fees and costs of suit); (ii) the unpaid Rent earned at the time of termination, plus interest thereon at the Interest Rate; (iii) an amount equal to the total Base Rent payable during the remainder of the Lease Term discounted to present value at a per annum rate equal to the "Discount Rate" as published on the date this Lease is terminated by the Wall Street Journal, Southwest Edition, in its listing of "Money Rates", less the present value (discounted at the same rate) of the fair market rental value of the Leased Premises for said period; and (iv) Landlord's Development Costs and any other sum of money and damages owed by Tenant to Landlord; provided, however, that in determining the actual damages due to Landlord, proper credit shall be given for any portion of the Security previously applied by Landlord to the payment of such damages or available to Landlord for such payment, as provided in Section 3.05(d) hereof.

(4) Terminate Tenant's right to possession of the Leased Premises without terminating this Lease by giving written notice thereof to Tenant, in which event Tenant shall pay to Landlord (i) all Rent and other amounts accrued hereunder (including the Landlord's Development Costs) to the date of termination of possession, (ii) the reasonable cost of recovering the Leased Premises (including reasonable attorneys' fees and costs of suit), and (iii) all Rent and other sums required hereunder to be paid by Tenant during the

remainder of the Lease Term, diminished by any net sums thereafter received by Landlord through reletting the Leased Premises during such period; provided, however, that in determining the actual damages due to Landlord, proper credit shall be given for any portion of the Security previously applied by Landlord to the payment of such damages or available to Landlord for such payment, as provided in Section 3.05(d) hereof. Landlord shall use reasonable efforts to relet the Leased Premises on such terms and conditions as Landlord in its reasonable discretion may determine (including the terms and conditions specified in Section 11.03). Subject to the provisions of Section 11.03, Landlord shall not be liable for, nor shall Tenant's obligations hereunder be diminished because of, Landlord's failure to relet the Leased Premises or to collect rent due for such reletting. Tenant shall not be entitled to the excess of any consideration obtained by reletting over the Rent due hereunder. Reentry by Landlord in the Leased Premises shall not affect Tenant's obligations hereunder for the unexpired Lease Term; rather, Landlord may, from time to time, bring action against Tenant to collect amounts due by Tenant, without the necessity of Landlord's waiting until the expiration of the Lease Term. Unless Landlord delivers written notice to Tenant expressly stating that it has elected to terminate this Lease, all actions taken by Landlord to exclude or dispossess Tenant of the Leased Premises shall be deemed to be taken under this Section 11.01(b)(4). If Landlord elects to proceed under this Section 11.01(b)(4), it may at any time elect to terminate this Lease under Section 11.01(b)(3).

(5) Landlord may make such payments and/or take such actions (including, without limitation, entering upon or within the Leased Premises) and do whatever Tenant is obligated to do under the terms of this Lease, and Tenant covenants and agrees to reimburse Landlord on demand for any expenses which Landlord may incur in effecting compliance with Tenant's obligations under this Lease, together with interest thereon at the Interest Rate from the date paid by Landlord.

(6) After terminating this Lease or Tenant's right to possession of the Leased Premises, Landlord may deliver to Tenant written notice that Landlord intends to remove Tenant's personal property from the Leased Premises, and if Tenant fails to remove Tenant's personal property from the Leased Premises within ten (10) days after Tenant's receipt of such notice, then Landlord may remove any and all personal property located in the Leased Premises and either dispose of or store such personal property at Tenant's expense.

(7) In addition to the other remedies provided in this Lease, Landlord shall be entitled, to the extent permitted by applicable law, to injunctive relief in case of the violation or attempted or threatened violation, of any of the provisions of this Lease, or to a decree compelling performance of any other provisions of this Lease, or to any other remedy allowed at law or in equity.

Tenant and Landlord intend that this Lease evidence the obligations of Landlord, as developer, regarding the development of the Land and the construction of the Building, as well as, the obligations of Landlord and Tenant, as lessor and lessee. Tenant and Landlord acknowledge and agree that, due to the peculiar nature of this transaction and the particular development obligations to be assumed by Landlord to perform its duties hereunder, the recovery by Landlord of damages adequate to cover up to $9,000,000 of Landlord's Development Costs shall not be limited by the foregoing provisions regarding the calculation and acceleration of Rent. Instead, Landlord's right to recover damages adequate to cover Landlord's Development Costs addressed in Section 3.05 hereinabove and Landlord's rights in that regard are limited by and subject to the terms and provisions which are set out in Section 3.05 hereinabove. In addition, Landlord is subject to the reimbursement obligations set out in Section 3.05 hereinabove if Landlord collects or receives any Excess Funds.

Notwithstanding any other remedy or provision set forth in this Lease:
(i) this Lease may be terminated by Landlord only by written notice of such termination from Landlord to Tenant given in accordance with the notice provisions of this Lease; (ii) this Lease may be terminated by Tenant only by written notice of such termination from Tenant to Landlord given in accordance with the notice provisions of this Lease and no other act or omission of Tenant shall be construed as a termination of this Lease; (iii) all rights and remedies of Landlord and Tenant herein or existing at law or in equity are cumulative and the exercise of one or more rights or remedies shall not be taken to exclude or waive the right to the exercise of any other; (iv) Tenant agrees that acceptance of full or partial payments by Landlord after notice of termination or forfeiture will not constitute a waiver of the default, termination, or forfeiture unless Landlord agrees to a waiver in writing, nor affect any legal proceedings taken or to be taken by Landlord except to reduce Tenant's obligation to Landlord by the amount of such payment; (v) waiver by either party of any defaults or breaches by the other party of any provisions of this Lease shall not bar the non-defaulting party thereafter from requiring prompt performance by the defaulting party of the obligations of this Lease, nor shall the non-defaulting party be barred thereafter from immediate exercise of any of the non-defaulting party's rights or remedies in case of continuing or subsequent default or violation by the defaulting party; and (vi) Landlord acknowledges that should it be determined that Landlord's actual damages resulting from the Event(s) of Default by Tenant are less than the portion of the Security applied by Landlord to the payment of its damages hereunder, Landlord will return such excess to Tenant within ten (10) business days after Landlord's actual damages are determined.

Section 11.02 Landlord's Lien

All statutory and contractual liens for rent are hereby waived by Landlord.

Section 11.03 Mitigation of Damages

(a) Both Landlord and Tenant shall each use commercially reasonably efforts to mitigate any damages resulting from a default of the other party under this Lease.

(b) Landlord and Tenant agree to the following criteria in connection with Landlord's obligation to mitigate damages after a default by Tenant under this Lease:

(1) Landlord will have no obligation to solicit or entertain negotiations with any other prospective tenants of the Leased Premises until and unless Landlord obtains full and complete possession of the Leased Premises, including without limitation, the final and unappealable legal right to relet the Leased Premises free of any claim of Tenant.

(2) Landlord will not be obligated to offer the Leased Premises to a prospective tenant when other premises suitable for that prospective tenant's use are (or soon will be) in buildings owned by affiliates of Landlord in the Terrace P.U.D. For all purposes under this Lease, affiliates of Landlord shall mean and include (i) any person or entity owning or holding (directly or indirectly) any interest in Landlord; and (ii) any entity in which Landlord or any person or entity owning or holding any interest (directly or indirectly) in Landlord, owns or holds any interest (directly or indirectly).

(3) Landlord will not have any obligation to lease the Leased Premises for any rental less than the current rate then prevailing for similar space in comparable buildings in the same market area as the Building nor shall Landlord be obligated to enter into a new lease under any terms or conditions that are unacceptable to Landlord under Landlord's then current leasing policies for space which is comparable to the Building.

(4) Landlord will not be obligated to enter into any lease with any prospective tenant whose presence or operations in the Building would: (i) violate any restriction, covenant or requirement contained in the lease of another tenant in the Building; (ii) materially adversely affect the reputation of the Building; or (iii) be materially incompatible with the operation of the Building as a first class office building.

(5) Landlord will not be obligated to enter into a lease with any prospective tenant which does not have, in Landlord's reasonable judgment and opinion, sufficient financial resources and operating experience to operate the Leased Premises in a first class manner and meet its financial obligations.

(6) Landlord will not be required to expand any amount of money to alter, remodel or otherwise make the Leased Premises suitable for use by any prospective tenant.

(7) Landlord will have no obligation to advertise or expend any sums of money to market the Leased Premises.

If Landlord makes the Leased Premises available for reletting under the criteria set forth hereinabove, Landlord will be deemed to have fully satisfied Landlord's obligation to mitigate damages under this Lease and under any law or judicial ruling in effect on the date of this Lease or at the time of Tenant's default, and Tenant hereby waives and

releases, to the fullest extent legally permissible, any right to assert in any action by Landlord to enforce the terms of this Lease, any defense, counterclaim, or rights of set-off or recoupment respecting the mitigation of damages by Landlord (or alleged failure by Landlord to adequately mitigate its damages), unless and to the extent Landlord maliciously or in bad faith fails to act in accordance with the requirements of this Section 11.03.

(c) Tenant's right to seek mitigation as a result of a default by Landlord under this Section 11.03 shall be conditioned on Tenant taking such action as is reasonably required, under the circumstances, to minimize any loss or damage to Tenant's property or business, or to any of Tenant's officers, employees, agents, invitees, or other third parties that may be caused by any such default of Landlord.

ARTICLE XII- MISCELLANEOUS PROVISIONS

Section 12.01 Rights Reserved by Landlord

Landlord reserves the following rights, which may be exercised by Landlord at any time and from time to time without notice and without liability to Tenant or Tenant Party for damage or injury to property, persons, or business. Tenant agrees that the exercise by Landlord of any of the following rights will not create or give rise to any eviction, constructive or actual, or disturbance of Tenant's use or possession or giving rise to any claim for set-off or abatement of Rent, provided the exercise of such rights do not unreasonably interfere with Tenant's occupancy of the Leased Premises or breach the provisions of this Lease. The rights reserved by Landlord hereunder are as follows:

(a) Subject to Section 13.02, to install, affix, and maintain directional or informational signage on the exterior and interior of the Building similar to other buildings in the Terrace P.U.D. (but as long as Tenant is the sole tenant of the Building, Landlord will not have the right to place any other tenant identification signs on the Building).

(b) To approve, prior to installation, all types of window shades, blinds, drapes, awnings, window ventilators, and similar equipment and to control all internal lighting that is visible from the exterior of the Building; provided, however, that Landlord's approval will not be unreasonably withheld and Landlord's control will not be unreasonably exercised.

(c) Subject to the terms and provisions of Section 13.09 of this Lease, to enter upon the Leased Premises at reasonable business hours to inspect, clean, or make repairs or alterations to the Leased Premises (but without any obligation to do so, except as expressly specified in this Lease), to make repairs or alterations to any part of the Building or the Building systems (including adjacent premises), to show the Leased Premises to prospective lenders, purchasers, and, during the last nine (9) months of the Lease Term, to show the Leased Premises to prospective tenants during reasonable business hours and, if the Leased Premises are vacant, to prepare them for re-occupancy.

(d) To retain at all times, and to use in appropriate instances, master keys to all doors within and into the Leased Premises. Tenant may change and re-key locks from time to time, and at any time, so long as Landlord is provided with master keys. Landlord will strictly control access to all master keys and Landlord will provide to Tenant in writing a list of all persons who are provided with access to the master keys other than the names of cleaning staff.

(e) To decorate and make reasonable repairs, alterations, additions, changes, or improvements, whether structural or otherwise, in and about the Building and for those purposes to enter upon the Leased Premises (after giving Tenant reasonable notice thereof, which may be oral notice, except in cases of real or apparent emergency, in which case no notice will be required) and, during the continuance of the work, temporarily close doors, entryways, public space, and corridors in the Building, to interrupt or temporarily suspend Building services and facilities, and to change the arrangement and location of entrances or passageways, doors and doorways, corridors, elevators, stairs, toilets, or other public parts of the Building, all without abatement or set off of Rent or affecting any of Tenant's obligations under this Lease, so long as the Leased Premises are reasonable accessible. Landlord will use reasonable efforts not to disrupt Tenant's normal business routine.

(f) To have and retain a paramount title to the Leased Premises and the Building free and clear of any act of Tenant purporting to burden or encumber the Leased Premises or the Building, except as permitted under this Lease.

(g) To approve the weight, size, and location of safes, heavy equipment, file cabinets, book shelves, and other heavy items in and about the Leased Premises and the Building.

(h) To require all those items and all furniture to be moved into and out of the Building and the Leased Premises only at times and in a manner reasonably specified by Landlord after advance notice has been given by Tenant to Landlord. Movements of Tenant's property into or out of the Building and within the Building are entirely at the risk and responsibility of Tenant.

(i) To have access for Landlord and other tenants in the building to any mail chutes or other depositories located on the Leased Premises according to the rules of the United States Postal Service.

(j) To take reasonable measures as Landlord deems advisable for the security of the Building and its occupants (including, in emergency situations only, the search of all persons entering or leaving the Building), the evacuation of the Building for cause, suspected cause, or for drill purposes, and the temporary denial of access to the Building in emergency situations only.

(k) After the completion of the construction of the Building, to transfer, assign or convey, in whole or in part, the Building and Landlord's rights under this Lease to any party who acquires title to the Building. If Landlord transfers, assigns, or conveys its rights under this Lease, Landlord is released from any further obligations under this Lease

provided such transferee assumes such obligations in a written agreement which is delivered to Tenant and which provides for the assumption by the transferee of all of the obligations to Tenant under this Lease, and thereafter, and Tenant shall look solely to the successor in interest of Landlord for performance of the obligations of "Landlord" under this Lease. Landlord agrees to keep the terms and conditions of any sale of the Building confidential and to require any purchaser of the Building to also keep such terms and conditions confidential; provided, however, that Landlord and such purchaser may disclose such terms and conditions to their employees and consultants who have a need to know and to their respective lenders and financial partners.

Section 12.02 Taxes on Tenant's Property

Tenant shall pay, and indemnify, defend, and hold Landlord harmless against, all taxes levied or assessed against personal property, furniture, fixtures, or other improvements placed by or for Tenant in the Leased Premises. If any taxes for which Tenant is liable are levied or assessed against Landlord or Landlord's property and if Landlord is required to pay the taxes or if the assessed value of Landlord's property is increased by inclusion of personal property, furniture, fixtures, or other improvements placed by or for Tenant in the Leased Premises and Landlord elects to pay the increased taxes, Tenant shall pay to Landlord on demand as additional Rent that part of the taxes for which Tenant is liable under this Section.

Section 12.03 Attorneys' Fees and Legal Expenses

If either party files litigation concerning the interpretation or enforcement of this Lease, the prevailing party is entitled to recover from the losing party the prevailing party's reasonable attorneys' fees, court costs, and expenses, both at the trial level and at the appellate level.

Section 12.04 Subordination

(a) This Lease and all rights of Tenant under this Lease are subject and subordinate to:

(1) any mortgage or deed of trust secured by a lien against the Building and/or the Land (a "Mortgage"), or any ground lease or master lease (a "Primary Lease") that now or hereafter covers all or any part of the Leased Premises (the mortgagee under any Mortgage or the lessor under any Primary Lease is referred to herein as "Landlord's Mortgagee"); and

(2) all increases, renewals, modifications, consolidations, replacements, and extensions of any Mortgage or Primary Lease;

Landlord warrants and represents on the Effective Date that the Leased Premises is free and clear of liens and encumbrances, except for liens and encumbrances held by Bank One, Texas, N.A. Within ten (10) days of the execution hereof, Tenant and Landlord's Mortgagee shall enter into a subordination, non-disturbance and attornment agreement, substantially in the form of Exhibit G attached hereto ("SNDA"). The subordination of this Lease to any future mortgagee shall be conditioned upon the future mortgagee

entering into (and delivering to Tenant) a SNDA substantially in the same form as that executed contemporaneously with the execution hereof or another form reasonably acceptable to Tenant and the future mortgagee. Tenant shall, upon demand at any time or times, execute, acknowledge, and deliver to Landlord, or to Landlord's Mortgagee, any instruments that may be reasonably requested by Landlord or any Landlord's Mortgagee to more effectively effect or evidence this subordination to any Mortgage or Primary Lease.

(b) If any Mortgage against the Building is foreclosed, and if the mortgagee thereunder has executed and delivered to Tenant an SNDA in substantially the same form as that attached hereto as Exhibit G, Tenant shall, upon request by the purchaser at the foreclosure sale:

(1) attorn to the purchaser and recognize the purchaser as "Landlord" under this Lease; and

(2) execute, acknowledge, and delivery to the purchaser an agreement confirming such attornment as such purchaser may reasonably request.

(c) Tenant waives the provisions of any statute or rule of law, now or hereafter in effect, that may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and the obligations of Tenant under this Lease if any foreclosure sale occurs. This Lease is not affected in any way whatsoever by any foreclosure sale unless the holder(s) of the indebtedness or other obligations secured by the Mortgage declare otherwise pursuant to the terms of the SNDA with such holder(s).

Section 12.05 Estoppel Certificates

Tenant shall, from time to time within twenty (20) days after receipt of a request for same, execute, acknowledge, and deliver to Landlord an estoppel certificate in substantially the form attached as Exhibit F, with such changes as may be necessary to conform such estoppel certificate to the facts which exist at the time. Landlord shall, from time to time, within twenty (20) days after receipt of a request for same, execute, acknowledge and deliver to Tenant estoppel certificates in such form as may be reasonably requested by Tenant. Tenant specifically agrees to execute an estoppel to Landlord's Mortgagee at the time Landlord's Mortgagee is obligated to close the construction loan for the construction of the Building.

Section 12.06 Financial Statements

Tenant will, from time to time, within twenty (20) days after receipt of a written request for same, but not more than twice in any one twelve (12) month period, furnish to Landlord copies of the most recent public annual or quarterly SEC report of Tenant.

Section 12.07 Notices

All notices, requests, approvals, and other communications required or permitted to be delivered under this Lease must be in writing and are effective:

(a) on the same business day sent, if sent by telecopier prior to 5:00 P.M., Austin, Texas time and the sending telecopier generates a written confirmation of sending (provided, however, that an additional copy of the notice, request, approval, or other communication must be delivered by United States mail, certified, return receipt requested, and postage prepaid;

(b) the next business day after delivery on a business day to a nationally recognized overnight courier service for prepaid overnight delivery;

(c) if orderly delivery of the mail is not then disrupted or threatened, in which event some method of delivery other than the mail must be used, 3 business days after being deposited in the United States mail, certified, return receipt requested, postage prepaid; or

(d) upon receipt if delivered personally or by any method other than by telecopier (with written confirmation), nationally-recognized-overnight-courier service, or mail;

in each instance addressed to Landlord or Tenant, as the case may be, at the address or the addresses (if more than one) specified for such party in the Basic Lease Provisions, or to any other address or addresses either party may designate by ten (10) days' prior notice to the other party.

Section 12.08 Business Purpose

Tenant represents that this Lease is executed by Tenant, and all obligations of Tenant arising out of this Lease are, primarily for business or commercial purposes and not for personal, family, or household purposes.

Section 12.09 Severability

Each of the terms of this Lease is, and must be construed to be, separate and independent. If any of the terms of this Lease or its application to any person or circumstances is to any extent invalid and unenforceable, the remainder of this Lease, or the application of that term to persons or circumstances other than those as to which it is invalid or unenforceable, are not affected thereby.

Section 12.10 No Merger

The fact that the same person may acquire or hold, directly or indirectly, this Lease or the leasehold estate hereby created or any interest in this Lease or in the leasehold estate as well as the fee estate in the Leased Premises or any interest in the fee estate does not cause a merger of this Lease or of the leasehold estate hereby created with the fee estate in the Leased Premises.

Section 12.11 Force Majeure

When this Lease prescribes a period of time for action to be taken by Landlord or Tenant (except for the payment of money), neither Landlord nor Tenant will be liable or

responsible for, and there is excluded from the computation for the period of time, any delays due to strikes, acts of God, shortages of labor or materials, war, governmental laws, regulations, restrictions, or any other cause of any kind that is beyond the control of such party.

Section 12.12 Gender

Words of any gender used in this Lease include any other gender and words in the singular number include the plural, unless the context otherwise requires.

Section 12.13 Joint and Several Liability

If there is more than one Tenant, the obligations imposed upon Tenant under this Lease are joint and several.

Section 12.14 No Representations

Landlord and Landlord's agents made no representations or promises with respect to the Leased Premises or the Building except as expressly set forth in this Lease. No rights, easements, or licenses are acquired by Tenant by implication or otherwise except as expressly set forth in this Lease.

Section 12.15 Entire Agreement; Amendments

This Lease is the entire agreement between the parties and supersedes all negotiations, considerations, representations, and understandings between Landlord and Tenant prior to the date hereof. No act or omission of any employee or agent of Landlord or of Landlord's Broker may alter, change, or modify any of the terms of this Lease. Similarly, no act or omission of any employee or agent of Tenant or of Tenant's broker may alter, change or modify any of the terms of this Lease. No amendment or modification of this Lease is binding unless expressed in a written instrument executed for that purpose by Landlord and Tenant.

Section 12.16 Section Headings

The section headings in this Lease are for convenience only and in no way enlarge or limit the scope or meaning of the paragraphs in this Lease.

Section 12.17 Binding Effect

All terms of this Lease are binding upon the respective heirs, personal representatives, successors, and, to the extent assignment is permitted, assigns of Landlord and Tenant.

Section 12.18 Counterparts

This Lease may be executed in two or more counterparts, each of which is deemed an original and all of which together constitute one and the same instrument.

Section 12.19 Rental Tax

Tenant shall pay as Rent all licenses, charges, and other fees of every kind and nature as and when they become due arising out of or in connection with Tenant's use and occupancy of the Leased Premises and the Building (including the Garage), including but not limited to license fees, business license taxes, and privilege, sales, excise, or other taxes (other than income taxes, franchise taxes and other similar taxes) imposed upon Rent or upon services provided by Landlord or upon Landlord in an amount measured by Rent received by Landlord.

Section 12.20 Authority to Sign Lease

If either Landlord or Tenant is a corporation or a partnership (general or limited), Landlord and Tenant, as applicable, represent each to the other that the person(s) signing this Lease as an officer or partner of each party hereto represents to the other that such person(s) is authorized to execute this Lease without the necessity of obtaining any other signature of any other officer or partner, that the execution of this Lease has been authorized by the board of directors of the corporation or by the partners of the partnership, as the case may be, and that this Lease is fully binding on Landlord or Tenant, as applicable. Landlord or Tenant each reserve the right to request evidence of the approval of this Lease and authorization of other party's signatories to bind such party, which evidence shall be satisfactory in form and content to Landlord and Tenant, as applicable, and their respective counsel.

Section 12.21 Execution and Approval of Lease

Employees and agents of Landlord, Landlord's broker, Tenant and Tenant's broker have no authority to make or agree to make a lease or any other agreement or undertaking in connection herewith. The submission of this Lease for examination and negotiation is not an offer to lease, agreement to reserve, or option to lease the Leased Premises. This Lease is effective and binding on Landlord only upon the execution and delivery of this Lease by Landlord and Tenant.

Section 12.22 Time of the Essence

Time is of the essence in connection with each provision of this Lease.

Section 12.23 No Personal Liability of Landlord or Guarantor

Except as provided hereinbelow, with respect to the "Guaranteed Obligations" (i) if Landlord shall fail to perform any covenant, term or condition of this Lease and if, as a consequence of such failure, Tenant shall recover a money judgment against Landlord, such judgment shall be satisfied only out of the proceeds received at a judicial sale upon execution and levy against the right, title and interest of Landlord in the Building and in the rents, income or other proceeds from the Building receivable by Landlord; and (ii) neither Landlord nor Landlord's affiliate companies nor their respective owners, partners, venturers, shareholders, directors or officers shall have any personal, corporate or other liability hereunder.

Tenant covenants and agrees not to bring suit against: (i) the owners, partners, venturers, shareholders, directors or officers of Landlord and/or any affiliate of Landlord; or (ii) any affiliate of Landlord. Notwithstanding any provisions herein to the contrary, Landlord shall have personal liability with respect to the Guaranteed Obligations. W&G Partnership, Ltd. shall guarantee the performance of the Guaranteed Obligations and shall have personal liability therefor (but none of the owners, partners, venturers, shareholders, directors or officers of Landlord shall have any personal liability therefor) for so long as Desta Five Partnership, Ltd. or any other affiliate of W&G Partnership, Ltd. is the owner of the Building. Notwithstanding the provisions of the first sentence of this paragraph, Tenant will have the right to bring suit against W&G Partnership, Ltd. with respect to the Guaranteed Obligations. For purposes hereof the "Guaranteed Obligations" mean and refer to all liabilities and/or obligations which may arise out of or as a result of: (i) Landlord's failure to apply insurance proceeds or condemnation awards in accordance with the terms of this Lease; (ii) the misappropriation of escrowed Operating Expenses; or (iii) damages caused by a breach of Landlord's covenant of quiet enjoyment.

ARTICLE XIII - ADDITIONAL AGREEMENTS

Section 13.01 Parking

(a) During the initial Lease Term and at no cost to Tenant, Landlord shall provide to Tenant all of the parking spaces (which shall be a minimum of 768 spaces) in the Garage and all of the surface parking spaces on the Land. Landlord and Tenant will work together during the design and operation of the Garage regarding parking space sizes, percentages, and number of reserved spaces. Thereafter, Tenant will have the right from time to time to restripe the Garage with such parking configurations as may be desired by Tenant from time to time. Additionally, Tenant may, from time to time, designate certain parking spaces in the Garage as reserved spaces.

(b) All Tenant Parties must comply with all traffic, security, safety, and other rules and regulations reasonably promulgated from time to time with respect to the Garage.

(c) Landlord shall provide in the Garage bicycle racks which are adequate for Tenant's employees.

(d) Landlord shall not be responsible for money, jewelry, automobiles or other personal property lost in or stolen from the Garage regardless of whether such loss or theft occurs when the Garage or other areas therein are locked or otherwise secured against entry. Except as caused by the gross negligence or willful misconduct of Landlord, Landlord shall not be liable for any loss, injury or damage to persons using the Garage or automobiles or other property therein, it being agreed that, to the fullest extent permitted by law, the use of the Garage and the spaces shall be at the sole risk of Tenant and its employees.

(e) Landlord shall have the right from time to time to promulgate reasonable rules and regulations regarding the Garage, the spaces and the use thereof, including, but not limited to, rules and regulations controlling the flow of traffic to and from various parking areas, the angle and direction of parking, and the like. Tenant shall comply with and cause its employees to

comply with all such rules and regulations as well as all reasonable additions and amendments thereto.

(f) Except for emergency repairs, Tenant and its employees shall not perform any work on any automobiles while located in the Garage or the Leased Premises.

(g) Landlord shall have the right to temporarily close the Garage or certain areas therein in order to perform necessary repairs, maintenance and improvements to the Garage; provided, however, that all such closures will be limited in duration and scope to the extent possible and, except in emergency situations, such closings will not occur during normal business hours.

(h) Tenant shall not assign or sublease any of the spaces without the consent of Landlord except, however, that Tenant may assign or sublease parking spaces without Landlord's consent in conjunction with any assignment or sublease which is permitted or consented to under Article X of this Lease.

(i) At Tenant's option and election, Landlord, at Tenant's sole cost and expense, will install in the Garage a card-key access security system designed to specifications approved by Tenant and designed to be compatible with Tenant's security system in the Leased Premises.

Section 13.02 Signage

(a) Landlord agrees that Tenant has the exclusive right to install illuminated signage with Tenant's name and logo (if any) near the top of the Building (and on the sides of the Building facing Loop 1 and/or Via Fortuna) and at the entrance to the Building as well as on the monument sign on the Land. In addition, Tenant has the non-exclusive right to have its name included on the monument sign at one of the entrances to the Terrace P.U.D. when such sign is constructed. All signs shall conform to the design and aesthetics of other signage within the Terrace P.U.D. and must be approved by the Architectural Committee of the Terrace P.U.D. Association, which approval shall not be unreasonably withheld. The monument signs will be placed at locations to be determined by Tenant and Landlord, and subject to the Terrace P.U.D. and City of Austin signage guidelines and ordinances. Landlord shall be responsible for all sign maintenance.

(b) Landlord agrees that the initial costs for the signage located on the exterior of the Building, if any, may be paid for out of the Allowance described in the Tenant Work Letter. Maintenance of the signs will be an Operating Expense.

Section 13.03 Tenant's Ability to Perform Landlord's Unperformed Obligations

Notwithstanding anything to the contrary contained in this Lease, if Landlord shall fail to perform any of the terms, provisions, covenants or conditions to be performed or complied with by Landlord under
Section 6.04 of this Lease with respect only to the Leased Premises (such terms, provisions, covenants or conditions are referred to herein, collectively as "Landlord Repair Obligations") or Section 7.02 of this Lease (the "Landlord Insurance Obligations") after expiration of a twenty (20) day notice and cure period for Landlord and Landlord's Mortgagee, then Tenant may, at Tenant's option and risk, but without any obligation to do so, after delivery of an additional twenty (20) day

prior written notice to Landlord and Landlord's Mortgagee, perform such Landlord Repair Obligations or Landlord Insurance Obligations on Landlord's behalf. If Tenant so performs any of such Landlord Repair Obligations hereunder, then Tenant will perform such Landlord Repair Obligations (1) in compliance with all Applicable Laws, regulations and requirements to which Landlord would be subject under this Lease (if Landlord were performing such Landlord Repair Obligations), (2) using materials of a quality and grade at least equal to that in place as of the date of delivery of the Leased Premises to Tenant, if applicable,
(3) without interfering with the rights of other tenants of the Building, and (4) in compliance with all applicable warranties or guarantees in effect with respect to the Building. Tenant will promptly assign to Landlord any warranties or guaranties in respect of any Landlord Repair Obligations. If Tenant so performs any of the Landlord Repair Obligations or Landlord Insurance Obligations hereunder, the full amount of the fair and reasonable costs and expenses incurred by Tenant shall be owing by Landlord to Tenant, and Landlord shall pay to Tenant the full undisputed amount thereof plus interest at the Interest Rate from the date of payment of such obligations by Tenant until paid by Landlord, within ten (10) business days of Landlord's receipt of Tenant's written demand therefor (together with reasonable evidence verifying the amount of such costs and expenses).

Section 13.04 Real Estate Brokers

Landlord represents to Tenant that it has not dealt with any real estate broker with respect to this Lease except for Colliers Oxford Commercial, Inc. ("COCI"). Tenant represents to Landlord that it has not dealt with any real estate broker with respect to this Lease except for NAI/Commercial Industrial Properties Company ("CIP") and CIP's affiliate, NAI/BT Commercial in Palo Alto, California ("NAI/BT"). Landlord agrees to pay to COCI and CIP brokerage commissions in connection with this Lease pursuant to separate written agreements with COCI and CIP. CIP will be responsible for any sums payable to NAI/BT. Landlord and Tenant will indemnify and defend the other against any claims by any other broker or third party claiming through Landlord or Tenant, as applicable, for any real estate payment of any kind in connection with this Lease.

Section 13.05 Conditions Precedent

Notwithstanding any provision in this Lease to the contrary, Tenant's obligations under this Lease are expressly subject to and conditioned upon the satisfaction of the following conditions precedent:

(a) Landlord's delivery to Tenant of Landlord's proposed subdivision plat (which must provide for the subdivision of the Land into a separate legal lot) and Landlord's proposed application for a site development permit (which is to be reviewed and approved by Tenant prior to filing with the City of Austin and will not be materially changed without further review and approval by Tenant) within sixty (60) days of the Effective Date, (such subdivision plat and site development permit referred to herein collectively as the "Governmental Permits");

(b) the delivery by Landlord to Tenant of written confirmation in a form reasonably acceptable to Tenant that all of the Governmental Permits have been

finally approved by all applicable governmental authorities and are in final form and condition, not subject to any further appeals or conditions on or before June 1, 2001;

(c) the delivery by Landlord to Tenant of written confirmation from the City of Austin in form reasonably acceptable to Tenant verifying that the Building may be utilized for the Permitted Use and specifically confirming that Tenant may utilize up to ten percent (10%) of the Leased Premises for research services as an accessory use in conjunction with the research and development activities of Tenant within the Leased Premises.

Section 13.06 Title, Survey and Environmental Report

(a) Title Commitment. Within ten (10) days after the Effective Date of this Lease, Landlord shall furnish to Tenant a title commitment ("Commitment") issued by Heritage Title Company showing Landlord as the record fee title owner of the Land, by the terms of which the Title Company agrees to issue to Tenant a leasehold policy of title insurance ("Title Policy") on the standard form promulgated by the Department of Insurance of the State of Texas, insuring Tenant's leasehold estate to be good and indefeasible subject to the terms of such policy and the Schedule B exceptions, together with legible copies of all documents and plats, if any ("Title Review Documents") which will be shown as Schedule B Exceptions on the Title Policy upon issuance. Tenant may, at Tenant's option and expense, purchase the Title Policy.

(b) Survey. Landlord shall, within ten (10) days after the Effective Date of this Lease, cause to be furnished to Tenant an on-the-ground survey ("Survey") of the Land, prepared by a registered surveyor reasonably acceptable to Tenant.

(c) Environmental Report. Landlord shall, within ten (10) days after the Effective Date of this Lease, cause to be furnished to Tenant Phase I environmental site assessment of the Land which is dated not earlier than thirty (30) days prior to the Effective Date of this Lease, which is specifically addressed to Tenant and which is in form reasonably acceptable to Tenant (the "Environmental Report").

(d) Objections. On or before five (5) business days after the date on which the Commitment, the Title Review Documents, the Survey and the Environmental Report have all been delivered to Tenant, Tenant shall provide Landlord with written notice of any objection to the Land. If Tenant has objections to the Land, Tenant shall have the right to terminate this Lease in such notice of objection.

Section 13.07 Covenants of Landlord

Landlord covenants and agrees that, during the Lease Term:

(a) Neither Landlord nor any entity which is affiliated with Landlord or which has any substantial commonality of ownership with Landlord will lease space within any building in the Terrace P.U.D. which is occupied 50% or more by Tenant, to any competitor of Tenant. As used herein the term "competitor" shall mean any business which is engaged

in the design, manufacture and/or sale of semi-conductors and any business which provides semi-conductor services, such as electronic design automation software.

(b) Landlord will not enter into or grant any liens on the Land, except in connection with any financing or refinancing of the Building pursuant to which an SNDA is provided to Tenant under the terms and provisions of Section 12.04 of this Lease.

(c) Landlord will not enter into any leases, contracts or agreement of any kind or nature which would be binding upon Tenant or which would affect Tenant's rights under this Lease without the prior written approval of Tenant.

(d) Landlord will immediately upon obtaining notice of same, notify Tenant of any foreclosure proceeding instituted or proposed with respect to the Building or any portion thereof.

(e) Landlord agrees, upon Tenant's request, to execute and deliver to Tenant a memorandum of this Lease which Tenant may record at its expense in any real property records or other public records. The provisions of this Lease shall control, however, in regard to any omissions from the memorandum of lease or any provisions hereof which may be in conflict with the memorandum of lease.

(f) Landlord will not grant any easements, rights of way or other encumbrances on the Land which will materially interfere with Tenant's use of the Building or Land, other than a Joint Use Agreement in form approved by Landlord and Tenant which relates to ingress and egress to the land upon which Building VI may be constructed, as described on Attachment 1 to Exhibit I ("Building VI"), and easements for utilities which service the Building and/or Building VI, provided the location of such easements and the form of all easement documents are approved by Landlord and Tenant. Landlord and Tenant each agrees not to unreasonably withhold or delay approval of such easements, rights of way or encumbrances.

Section 13.08 Entry by Landlord

Due to the confidential nature of the work being performed within the Leased Premises, Tenant may control access of third parties to the Leased Premises. Notwithstanding any provision in this Lease to the contrary, it is expressly agreed and understood that, except in the event of an emergency or in connection with janitorial services, access to the Leased Premises by Landlord or by any person operating by, through or under Landlord will be allowed only upon reasonable prior written notice to Tenant and only if each person who enters the Leased Premises on behalf of Landlord or on behalf of any entity operating by, through or under Landlord is accompanied by a representative of the Tenant.

Section 13.09 Tenant's Purchase Option

Provided no uncured Event of Default on the part of Tenant exists at the time of Tenant's exercise of the purchase option hereunder, and provided that Tenant has leased all of the Building, Tenant shall have the right and option to purchase the Building by providing written notice of Tenant's exercise of such option to Landlord at any time within twelve (12) months following the Commencement Date. The closing of the sale and purchase

shall occur within one hundred twenty (120) days after Tenant's delivery of notice of exercise of the purchase option to Landlord. At the closing: (i) there shall be no uncured Event of Default by Landlord under this Lease, and Landlord shall deliver to Tenant a special warranty deed conveying the Building to Tenant free and clear of all liens and encumbrances, subject only to title exceptions approved by Tenant, which are not related to liens or encumbrances; (ii) Tenant will pay to Landlord, in readily available funds, a purchase price determined by dividing the annual amount of Base Rent under this Lease by .095 (for example, if the annual Base Rent under this Lease is $4,753,920.00, then the purchase price will be $50,041,263.00); (iii) Landlord will pay for an owner's policy of title insurance to be delivered to Tenant in the amount of the purchase price, subject only to the permitted exceptions approved by Tenant; (iv) this Lease will be terminated insofar as it relates to the Building and the Security will be returned to Tenant, but all expansion options, rights of first refusal and other matters under this Lease not relating to the Building shall remain in full force and effect, and Landlord and Tenant will enter into an amendment to this Lease to document such matters; (v) Landlord will assign and deliver to Tenant all construction plans and specifications, engineering reports, environmental reports, technical reports, drawings, surveys, utility studies, market studies, appraisals and/or other reports or data covering or relating to the Building which are in Landlord's possession or which may be obtained by Landlord without additional expense; all of Landlord's right, title and interest in and to all warranties, guaranties and indemnities relating to the Building and all claims thereunder; all of Landlord's right, title and interest in and to all approvals, permits, licenses and/or applications of any kind or nature which have been issued by or which are on file with any governmental agencies, departments or authorities with respect to the Building, including without limitation, all zoning approvals, subdivision approvals, special permit approvals, site development permits, building permits and/or certificates of occupancy and an allocation of peak hour trips (relating to vehicle traffic capacity), wastewater capacity and impervious cover adequate to accommodate the needs of the Building; all water, wastewater, electric, gas, cable television, telephone and other utility service rights, permits and/or applications relating to or benefitting the Building, including, without limitation, all utility taps, utility commitments and/or utility meters; all of Landlord's right, title and interest in and to all off-site water lines, wastewater lines and other lines, facilities or improvements of any kind or nature which provide water, wastewater, electric, natural gas, cable television, telephone and other services to the Building and all rights of reimbursement for expended costs or costs to be incurred in the future arising from or relating to any such improvements; all of Landlord's right, title and interest in and to any and all off-site street and drainage improvements of any kind or nature which provide roadway access or drainage service to the Building; and all intangible property of any kind or nature owned or held by Landlord in connection with the Building, including without limitation, all indemnities or claims which Landlord may have with respect to the Building; (vi) all expenses relating to the Building will be prorated between Landlord and Tenant and any sums which have been previously delivered by Tenant to Landlord to pay for or establish reserves for the payment of anticipated ad valorem taxes and/or any other anticipated expenses which are not yet due or payable will be refunded by Landlord to Tenant; and (vii) Landlord and Tenant shall execute a property management agreement in a form reasonably acceptable to both Landlord and Tenant, pursuant to which Landlord will provide property management services for a period of not less than five (5) years from the date of closing for compensation equivalent to the management fee referenced in subpart (xii) of Section 3.02(a) hereinabove. Tenant may

assign its purchase option under this Lease to a third party without the prior written consent of Landlord provided Tenant (or an entity which is an affiliate or related to Tenant) remains as an occupant of the Building.

13.10 Joint Approval of Press Releases

Landlord and Tenant acknowledge there will be requests and other opportunities to announce Landlord and Tenant entering into this Lease. Landlord and Tenant agree to either jointly issue a press release, or prior to individually issuing any press release, to provide the other party a draft of such release with a reasonable time in which to comment. Landlord and Tenant agree to each use reasonable efforts to accommodate the requests and comments of the other party in regard to the press releases.

ARTICLE XIV - EXHIBITS AND ATTACHMENTS

The following exhibits and attachments are attached to and made a part of this Lease: Exhibit A [Land], Exhibit B [Leased Premises], Exhibit C
[Base Building Design Criteria], Exhibit D [Building Rules and Regulations], Exhibit E [Insurance Requirements], Exhibit F [Estoppel Certificate], Exhibit G [Subordination, Attornment and Non-Disturbance Agreement], Exhibit H [Option to Extend Lease Term], Exhibit I
[Expansion in Building VI], Exhibit J [Option for Expansion in Building VII], Exhibit K [Option for Expansion in Building II], Exhibit L
[Tri-Party Agreement], and Exhibit M [Tenant Work Letter] and Exhibit N
[Letter of Credit]. All of the terms and provisions in the attached exhibits and attachments are hereby incorporated into this Lease as if the same were set forth herein verbatim.

This Lease is executed in multiple originals as of the Effective Date.

LANDLORD:                                   DESTA FIVE PARTNERSHIP, LTD.,
                                            a Texas limited partnership

                                      By: DESTA FIVE DEVELOPMENT CORP., a
                                          Texas corporation, its general partner

By:

L. Paul Latham, President

TENANT:                                      CIRRUS LOGIC, INC.



                                             By:


                                             Name:
                                                   -----------------------------

Title:

GUARANTOR:                                  W&G PARTNERSHIP, LTD.,
(Pursuant to the provisions of Section      a Texas limited partnership
12.23 only)

                                       By:  ClayDesta, L.P., a Texas limited
                                            partnership, its general partner


                                       By:  CLAYDESTA OPERATING, L.L.C., a Texas
                                            limited liability company, its
                                            general partner

By:

L. Paul Latham, President

Exhibit A:   Land
Exhibit B:   Leased Premises
Exhibit C:   Base Building Design Criteria
Exhibit D:   Building Rules and Regulations
Exhibit E:   Insurance Requirements
Exhibit F:   Estoppel Certificate
Exhibit G:   Subordination, Attornment and Non-Disturbance Agreement
Exhibit H:   Option to Extend Lease Term
Exhibit I:   Expansion in Building VI
Exhibit J:   Option for Expansion in Building VII
Exhibit K:   Option for Expansion in Building II
Exhibit L:   Tri-Party Agreement
Exhibit M:   Tenant Work Letter
Exhibit N:   Letter of Credit