PLD-C-001

o DOES1TO

p,LAN CARlScr' Clark of lhe CourJ

~7f~ ,

BY RL~ V

'1: ~:-";:!,' OR PARTY WITHOUT ATTORNEY (Name, StaIB Bar nUJrlber, and~: ,urly Taitz ESQ

29839 SANTA MARGARITA PKWY,STE 100 RANCHO SANTA MARGARITA CA 92688

FOR COURT USE ONI.Y

TELEPHONE NO: 949-683-5411 FAX NO, (optJonaQ: 949-766-7603

E-MAlt ADDRESS (OpllonaJ): ORL Y. T AlTZ@GMAIL.COM

ATTORNEY FOR (Name): MEDICAL DENTAL DEVEWPMENT LLC

FILED

SUPERIOR COURT OF CALIFORNIA COUNTY OF ORANGE CENTRAL JUSTICE CENTER

SUPERIOR COURT OF CALIFORNIA, COUNTY OF ORANGE STREET ADDRESS: 700 CIVIC CENTER DR

MAIUNGAODRESS: 700 CIVIC CENTER DR C'TYfo.NOZlPCOOE: SANTA ANA CA

BRANCH NAME: CENTRAL

ld)R ') ~ 2010

..... n __ ~ ..... ," .

PLAINTIFF: MEDICAL DENTAL DEVELOPMENT LLC

DEFENDANT: TODD PIERSON, DAVID JOHNSON, RAIF ISKANDER

WCOMPLAINT

CONTRACT

o AMENDED COMPLAINT (Number):

o CROSS-COMPLAINT 0 AMENDED CROSS-COMPLAINT (Number):

Jurisdiction (check till that apply):

o ACTION IS A LIMITED CIVIL CASE CASE NUMBER: 30-201 0

Amount demanded D does not exceed $10,000

o exceeds $10,000 but does not exceed $25,000 0 0 3 67 4 4 7

m ACTION IS AN UNLIMITED CIVIL CASE (exceeds $25,000) .

o ACTION IS RECLASSIFIED by this amended complaint or cross-complaint I D' .-

Dfrom limited to unlimited ...,U GE STEVeN L. PERK

Dfrom unlimited to Iimlted;'~~T~ ~~?

1, Plaintiff' (name or names):

MEDICAL DENTAL DEVELOP1'vfENT LLC alleges causes of action against defendant" (name or names):

BREACH OF CONTRACT

2, This pleading, including attachments and exhibits, consists of the following number of pages: 18 3. a. Each plaintiff named above is a competent adult

o except plaintiff (name):

(1) Da corporation qualified to do business in California (2) Dan unincorporated entity (describe);

(3) wother (specify):

PLAINTIFF IS A LLC

b. 0 Plaintiff (name):

a, Dhas complied INith the fictitious business name laws and is doing business under the fictitious name (specify):

b. m has complied with aU licensing requirements as a licensed (specify): LLC

c. D Information about additional plaintiffS who are not competent adults is shown in Attachment 3c,

4. a, Each defendant named above is a natural person

D except defendant (name);

(1) 0 a business organization, fonn unknown (2) 0 a corporation

(3) 0 an unincorporated entity (describe):

o except defendant (name):

(1) 0 a business organization, form unKnown (2) 0 a corporation

(3) 0 an unincorporated entity (describe):

(4) Da public entity (describe);

(4) 0 a public entity (describe):

(5) 0 other (specify):

(5) 0 other (specify);

• If this form Is used as a cr~mplalnt, plaintiff means cross.<XIlTlplaiflant and defendant means oro$S-dafendant.

Form Approved for 0pI10I18.I Use Jydicial Council of California PLo.c~l [Rev. ,Januaoy 1,20(7)

COMPLAINT--contract

Code o! C"I ProoodUfe, 'II 4?S.1Z.

American L.egaINet, Inc. www.Fonns~w.com

Page 1 012

PLD·C-001

SHORT, TITLE:

. :MEDICA DENT AL DEVELOPMENT V PIERSON, JOHNSON, ISKANDER

CASE NUMBER;

4. (Continued)

b. The true names of defendants sued as Does are unknown to plaintiff.

(1) D Doe defendants (specify Doe numbers): were the agents or employees of the named

defendants and acted within the scope of that agency or employment.

(2) D Doe defendants (specify Doe numbers): are persons whose capacities are unknown to

plaintiff.

c. D Infonnation about additional defendants who are not natural persons is contained in Attachment 4c.

d. 0 Defendants who are joined under Code of Civil Procedure section 382 are (names):

5. D Plaintiff is required to comply with a claims statute, and

a. 0 has complied with applicable claims statutes, or

b. D is excused from complying because (specify):

6. [l] This action is subject to D Civil Code section 1812.10 [{] Civil Code section 2984.4.

7. Th is court is the proper court because

a. [I] a defendant entered into the contract here.

b. [l] a defendant lived here when the contract was entered intq. C [lJ a defendant lives here now.

d. m the contract wu to be pertormed here.

e. 0 a defendant is a corporation or unincorporated association and its prinCipal place of business is here.

f. IZl real property that is the subject of this action is located here.

g. D other (specify):

8. The following causes of action are attached and the statements above apply to each (each complaint must have one or more causes of action attaohed):

W Breach of Contract o Common Counts [{] Other (specify):

ATTORNEY'S FEES

9. D Other allegations:

10. Plaintiff prays far judgment for costs af suit; for such relief as is fair, just, and equitable; and for

a. [Z] damages of: $ 290,444.00

b. [ZJ interest on the damages (1) [1] according to proof

(2) 0 atthe rate of (specify): percent per year from (date):

c. 0 attorney's fees

(1) 0 of: $

(2) [1J according to proof.

d. 0 other (specify):

11. D The paragraphs of this pleading alleged on information and belief are as follows (specify paragraph numbers);

Date: cYJ-p /0 ~

OrJe; jali- ~ ~.

(trPE OR PRINT NAME) (5IGNATlJRE OF PLAINTIFF OR Po TTORNE!y)

(If you wish to verify this pleading, affix a verification)

PL[).C.oOI (Rev. January 1, 2007) COMPLAINT --Contract

P~ge2of2

SHORT ,TITLE:

Medical Dental Development LLC v Pierson, Johnson, Iskander

PLD·C-001 (1)

CASE NUMBER:

CAUSE OF ACTION-Breach of Contract

(number)

ATTACHMENT TO W Complaint 0 Cross - Complaint (Use a separate cause of action form for each cause of action.}

BC-1. Plaintiff (name): Medical-dental development LLC

alleges that on or about (date): 01.09.04.

a W written 0 ora! D other (specify): agreement was made beilNeen (name parties to agreement):

Medical Dental Development LLC and Todd Pierson DC, David Johnson DC, Raif Iskander D m A copy of the agreement is attached as Exhibit A, or

o The essential terms of the agreement 0 are stated in Attachment BC-1 0 are as follows (specify):

BC-2. On or about (dates): 02.01.2010

defendant breached the agreement by 0 the acts specified in Attachment BC·2 W the follow;ng acts (specify):

stopped paying rent

BC-3. Plaintiff has performed all obligations to defendant except those obligations plaintiff was prevented or excused from performing.

BC-4. Plaintiff suffered damages legally (proximately) caused b'1 defendant's breach of the agreement o as stated in Attachment BC-4 m as follows (specify):

Defendants entered into a 10 year lease agreement. After 6 years the defendants stopped paying rent. Plaintiff made a good faith effort to find new tenants, but wasn't able to find them yet. The defendants owe the balance of the lease agreement. Total amount of lease owed per agreement is $290,444

BC-5. m Plaintiff is entitled to attomey fees by an agreement or a statute D of$

CZJ according to proof.

BC-6. 0 Other:

Page _

Form Approved for Optional Use Jud~ Council of CaIWomia PLO-c.OOI (I) jRBv. January 1. 2007]

Page 1 ott

CAUSE OF ACTION-Breach of Contract

Code 01 ct.ru Procedure. § 425,12 www.oornIJnIo.ce.gov

American LegaINirt. Inc. WWW.FDIll18~rldIow.CDm

\llleQlcal -Dental Development LLC C'lessorU) and

" ("USsee") .

- ..... --_._ .. r V

W'HEJU:A$ " Lessor is't;he OWner of an offic.e building located at Z9lB9 santa Margarita pkwy, Rancho santa. Margarita. CA 92688.

Reciuls .

WHfiilEAS, Lessor desires 'to lease to Lessee and Lessee desires "to Iesse from 7es:>Qr a portion of the bUi7ding;

/IiDW THEREf:ORE i in coast derati 011 fur the murWt. 7 covenanrs and condirioas contained herein. the parties agree as follows:

1. THE LEASe:.

This ~ease is subject ~o the terms. conditions and covenants herein ser. rofth, and Lessee covenants~ as a IJIaterial parr: of t:he consfderat:'ion

for 'thlS Lease, to keep and perform each and all of such terms) covenants and condi1:.ions ra be kept: by Lessee, and this Lease is JIiil.de upon the condtrion or performanc.e.

2.. "DiE ffiEMISFS·

Lessor, hereby lea,sse:s to t.eassee and 'leassee leass~s frOlll' leassor apprOXlmaL@ total square foo~ag~ of 2100 s4uare feet of office space and 135 square feet of common area for a p~l"'iod of 10 years at a rate of $2.30 per ~quare foot. ~. SOl'" will a_Dow $t4,700.00 ~ ,enL rOJ tenil:8:t

~f'9',,·QmeRtr. r - .J-!,.A a~ I -r: v~ V

USE OE THE PREMISES. _

s . The premises shan be used mly as an otttce for the gooeralpractice of

medi d n-e and for no other business or purpose wi1:hOUl: the pr-i or written concenr of Lessor f

b. only those individuals who are signat:ory to thi$ Lease Agreement and their assoc'iared clerical and/or other nonprcfess+ona l ~ personnel sha 11 ocCUpy 'the Premises. The prior written censent of lessor ...z..

shan be req.uired prior to the occupancy of the premises by addi'tional.< "'-t

pn:rfess1Qnal individual so. Said written censenr shal1 not: be unreasonably <;-~_.

refused . ~../, ~ ~

. C. Lessee acknowledges t:ha:t Lessor has /11ade no rearesenterions o'f ~

wa~ran~ies concerning the c~aracter of business which may be conduc~ed by .~

other Lessees io other suites in the build; ng. ;,_

d. Le$See shaH not: use .. or permit: t:he premises, or any part: ~ thereo~ CO be used ror ilI1Y ptJr'pOse or purposes otJrer than r:he purpose r

purposes TOr' which 'the pr~nl1ses are hereby -leased; and no usc shall L

made or permitted to be ffJilde of the premises;, nor acts done, which wi17-

incresse me existing premiUfll of or aff2ct any fire or other in$urance 'uflon .

the. Ce.n;tel" in which 'the premises are located or COlfJIIIDD Areas or any ether ad}acent building owned by lessor. or any of "the corrtencs of any such building, Or cause a cancellation of any insurance policy covering the

building, or any part, hereof, or its corrterrts , , .

L

lOu 'd

l8LL &88 v!L 'OM XVj

NJ31SM3AliS ~ N3A31S

Wr-tLL.ial UUI.U, .. t:~ Lilt:: CUIIUUUI. UI ~YUl I l~t c..;t i-U.u _ w

Lessee sha.11not sell or penaitto be ~'t •. uSoI!d or sold, in Dr about. the· premises, any article whtdt may be prohiti1ted by the standard form of fire insurance policy~ Lessee +s to keep a liability insurance in 11:'5 premises wi1:h the Lessor as an additional insured named in the poliCY. Lessee Mre. es 'to hold lesso.r harmless a.ga.inst any liability action brought: by th@ lessee's patrons in the course of lessee's business.

f. Lessee .sbal l not iniure 0(' disturb me Quiet enjo~t or right:s of any other Lessee or lawfUl occupant: in the Cent:er in which the premises are located.

Q. tessee.aaraes __ uctt.to. .connect..with. e]ectrjc...wites~ .. wa.ter .Qt: air

de~ce_withou~_nrjpr consen~.of_~be.lessoc shall noT be un~asonablv refused.

4. TERM

The.;te.rrn off this. lease. sha'l'l .. be .for .10 vears .. OlfI:IIllencjna on the date_ a.nd endina Januarv 3 2014 unless sooner terminated nur-suant t.o S ~ BASIC RENT. "

a, ": Lessee -~rees 'to m to ltiS()r~ lIIithoo.t.. deduction or offseTr at Lessor~ s busine.ss 0 ce at 29839 Santa Margarita Pkwy, rte. 100, . Rancho Santa Margar1ta california, or such- p1a.ce as" may be. designated from time "to time by i.essor, basic rent for the premises as fQl1ow5:$547~.50 per month onor before the first of the mon~h for the term of ].20 month. In me event the COfIII1encement oate -'fall s on a d~~e other than the first of a month~ ~he r~rtt for the remaining per10d Of.__:tfl; s"t month· stlf-H ~prorate~. d (¥id on the cornmenc~nt

Dat@. _"~·ttv./III .fjf a v 0 I "erea,.-e ~(t~

b .If in any twelve (12) period. lesseE¥ fa 11 sr 'to make

month 1 y rental pa)l1Ilf.!nu on or before the fi rs't day the rent: becomes ~t

. due as per sectfon 23~ A of 'this Lease of any three. C:~) consecutive calendar mon~hs during ~he twelve (12) month period Lessee shall thereafter. upon written notice 'from tbe tesser , be requirf;Mi to p~y basic monthly rental t.o Lessor qua.rterly 1n advance on or before the first: day . GT ea.ch QUa~r; sa; d quarte.r 'to" COIIIIIef\c:e, on "the fi r.st day of cal endai:'> mc:mth follOWlng receip't by Lessee of LessorTs not1ce. IT thereafter lessee makes. four (4) successiv~. .time.1Y quarterly payments, rent:a.l. payments shall thereafter be due monthly as set forth in paragraph 5 a. aoove_

"c. .rn the e.vent 'this Lease term expi res prior to. the expiration of a monthly rental period. the rent shall be prorat:ed for

the fi na.l month of the Le.ase. ..

6. AOO:r:rI.ONA.L R.ENTAL~ TAXES ..

1 a.:A.. +!:!.I.. the event: the real Dcooert:'V'd taxes assessed aaai ost the tax

parce on wulLCJ the PrElllllSeS are locate are, 'tor any tax year

during tbe term of "'this Lease, increased over 'the amoun1: of such taxas in effeCT for tax year 2003 Lessor shall notify Lessee of such

1 ncrease and provi de Le.ssee; wi t:h a. wri tten . statement of Lessee· s allocable share of such increase. Lessee shall pay as addit:iona1

rent t.O Lessor, not 1 ater "than ten (1.0) days from the rece.i p't of

said notice, Lessee·s al1o~able· share of such increase. The a110cable :sha.re of 'the inc.rease in "taXes shall bear the same. ratio

"to tile total real property taxes on the tax parcel of whi en the premises are located, as the total square fOO1;.age leased 1:.0. Lessee bears to the tota1 leaseable square footage of the Building. lessee 1 s prorata share of such increase as of t:ax year 2003 shall be deemed 'to be 28.7%.

2.

~oo 'd

Nl31Sd3AliS '0 N3A31S

W~ l~'!~ NOW nD07-(7-d~" flV ~'LU II ~ IJ Ov ...,,J

m:::

b. The term "'real property taxes" sha'l l include a.n taxes, assessments and gov.er. nmen.tal. charges leVied upon or with respect: 1:0 the real propertY and improvements withi n 'the taX parcel encompass; ng the premi ses and any tax or excise on rents or any other tax, however descri6ed. levied against Lessor on account of the rent reserved hereunder or on the bus; ness of rentil)g !jipace in the building; provided,· however. that the term Ureal pro~rt:y ta:xesI1Shall· not include any franchises estate, inherftance. succession. ~i'tal levy,net income' or excess profi'tSt:axes illlJXlsecl UJXHl lessor, except: that in the event that real p rope rT.y taxes are wi tndrawn in whol e or 1 n part; and any substitute tax ·is made therefor, such tax shall in any. event for the purpc:lSe of this Lease be considered a real property t~. regardless of how denominated or 'the source Trom which it is CQl1ected. The 'term "rea'l property taxes" shall a'lso "include all expenses reasonably incurred by Lesser in seeking re4uqion of the taxingauthori'ties of real llroperty 'ta.xe:s applicable 1:0 t.ne Bti11d1ng.

c. LeSSEe shall have 'the right to contest: at Lessee's sole cost~ in 9OQ'd. faith, any such real property taxes and, in such event, shall indenmifyand hold harmless' t.essor- from all· C05't, expense 'Or penalty in

connection therewith. .

_ d.Lessee .. shan be responsible. TOt" an~ shall pay before

del Hlquency a 11, mUn1<o pal." county. or. ,s'tat.e . t.axes • .1 evres and fees. of eve r"Y kind and nature includ1ng but not: limit.ed to general or special assessment:s assessed during the "term of t:his Lease ~inst any leasehold interest, leasehold improvements or persona1 property of any kind. owned by or ,placed -in, UpOn or abou't "the Premises by Less~. 1:n the event such 1e-vies and fees are assessed as a part of the rea' propertY 'taxes, Lessee agrees to pa.y the same as se't forth her~in upon 'Written noticfl ofsuc.h assessment by Le.S50r.

. e.oue to ye.arly cost of living increase, there will be a four

percent: (4%) yearly increase over the preVious yearls rent.

7. ADQffiONAt RENTAL: c~ AREA, MAINTENANCE OF . PREM15ES. ANU

~EcuBllY SERVICES. . . . . .

. a. By taking possession of the premises, and use of the common Area, L@ssee shall be deemed to have accepted the Premises and the common Area. as be; ng in good. sarrrtary a.nd tenable condi ti on •

b. subject to the duties of lessee hereunder, Lessor agreeS to maintain and repair the exterior and structural portions of the Bui1ding housing 'the premises and t:he Common Area as provided herein. leSSOr agrees to keep such areas in good repair during thetenm of this Lease and agrees to make. any repairs or altera'tions on the premises which may: becomQ necessary by reason of structural defects in the construc~ion thereof: not caused by the

breach, default of negligence of Lessee~ ..

c. lessee agrees to provide and maintain~ at Lesseets sole C05tand expense~ his own premisesJ including withou't limit:at:ion interior janitorial service. all· plumbing, heat.ing, air ,cDnditioning,' light: bu'lbs , light.in9~ etc ..

located within the premises. .

d. unless Lessor require.s Less~' s pan::icipation as set forth in pa.ra~raph 7 e.· below" al1 expenses in connection with t.he IRaimenance and repalr of' the COfAlIOn Area shan be paid by lessor. Such expenses shal1 in~lude, ~Thou~ limitation. all sums expended by Lessor in connection with the· Common ·Area for all general maintenance and repa1rs, r8surfacing~ paintin~h restripping, c.1ea.ning, .sweef!ing and janit:orial services.; trash col1ec. tlon: plan"'tlng and landscaplngi 11gh'tlngJ water and other utll1t1es; personfle 1 'toi mpl etnent such servt ces , "together wi'to requi red fees or cha.rges levied pursuant to any Ql)vernmental reQuirement.

II!!. Any time after the fi est; "tWelve (IZ) months of 'this Lease, Lessor :lDa.Y,by written naJ.;ice to L~sSe~t require Less~ to pay LeSsee's prOJ)Ortiona'teshare 'the ,ncrease 1n me above-descnbed expense:s for maintenance and repair oft:he ~n area, such expenses shall be determined by 'the lowest estima:te from three qualified service cOlllpanie5~ such proportionate share shall be computed as follows& lessor agrees to pay for 'that po. rti. on of such expenses dUring 'the .renaining tenn of the Lease not 'to

. exceed. the expenses incurred. during the twelve (12) IIORth period iJflDediately precedlng the wMtten notice of sucn expenses wh,ch exceeds the cost thereof fur the Base Year. t.essee ' s proporti onate share of such excess expenses over the Base Year sha 11 be the total amount of such excess expenses multiplied by the pro_nortion which 'the square footage of L}1e. prell. is~ bears 'to 'tne 1:ot:al ,leaseable square. footage of the Center wtnch contatns the premises.

f. Lessee T s share of increase in OJII'IDOn area EXpenses r shall be payable by Lessee w1'thin 'ten (10) days af1:er a reasonably detailed statement of actual expenses 15 presented to Lessee by Lessor. A~ Lessor r S opt1 on ~ however, an amount may be es'Ci mated by Lessor from time to time of Lessee·s share of annual common Area EXpenses and 'the same shall be pa.yable morrthly or quarterly "as Lessor shal1 designate during each 't:welve-lIOlJ'th period of 'the Le~se term~ on the Salle day as the Base Rent: 75 due hereunder. Ii1 'the event: that Lessee pays Lessor's esrilllilte of Lessee's share of CoRmon Area EXpenses as aforesaid. lessor shall deliver ~o Lessee .nthin six!y (60). dClYS after 'the f!Xlliration of each calendar year a reasonably deta,led S1:a1:ement shOW"! ng Lessee t s share of me aetua 1 common Area Expenses 1ocurre.d dud ng the precedi n9 year. If Lessee I s payments under this Paragraph 1 (d) durin9 sa.id preceding year exceed uassee.1.s Share asindicateti 00 Sind statement,U~ssee shall be enti"tl@d to credi't 'the amount of such overpa.ymen1: against Lessee·s share of common Area EXpenses next fallin~ due. If Lesse~'s payrnen. ts under this p.aragraph during said preceding year were less than i.esseevs share as indic~ted on said sta'temem:, U!:5seeshal1 ~ay to LeSsor the amount: or the defft (:1 ency within (10) days after

delivery by L(tS50r '1:0 Lessee of said statement. .

g.Lesse~rees that it sha'l l be in Tessor ' s sole and absolute di stretionto detemi ne i f;secunty services for thebui 1 di ng are nece.ssary in 1:he best interes1: of the 'te.nants and properLy .IT su(;n a de"tennination is ·mcuJe then l.essee agrees 1:0 pay his prorara share of t:he cost for said service as Additional Rent. Lessor shall notify Lessee of Lessee's ,proportionate 'share and said sum shall become· Additional Rent due t:hereafter on' a monthly basis

unless said services are term,ina'ted. .

8. . POSSESSION •

a. If Lessor, for any reason whatsoever, cannot de 1 i ve r possession of the premises 1:0 Lessee on tile CD/lJIIIencetilent Date, Lessor .shan not be liable to Lessee for any loss or damage resulting therefrom, nor shall the validi1:)' of this Lease be-affected or its term exT:ended, but under the clrcumstances rent shall'nat ~ until the possession of the premises is offered to Lessee.

b, it: possession or the premises is not: offered tia "the Lessee witiJin thi rty(30) days following the Commencemen1: oa.te~ t.hen at any

t:ime after the 1:hi rty (30) day period but prior 'to an offer of possession by· Lessor, Lessee may termina'te t:his Lease by notifying lessor in writing and in such event Lessor shall promptly re.f"u.nd} withou1: deducti()n~ all moni~s received from i.essee under thi s Lease.

S. PREfA:ID RENT: SepJRJTY DEPOSIT. . .

On execution of th1s LeaSE; Lessee shall pay: $10951.50 'to $54. 75> 75 of the sum shall O::~~ the basic fi rS1: mont:h remainder security deposf t , r~fa. 1Yi~ 15.J-.~

10~ Lessee shaii n01: use the premises, or or perun't n.9 'to be done in or about the premises, which will in any way confhct wit:h

. any governmental rule or res",la1:ion now in force ~r. which may hereafter be enacted or promu19ated. Lessee shall~ at 1t s sole cost and expense I promptly comply ~th all governmental rules.

4.

and regulations now in force or relating to, or affecting 'the condition, use

qr occupancy of the. Premi ses , excluding structural c.hanges not. related "to or affeCted by Lessee's improveme.nt:s or acts. The judgemenT. of any court of compe~ent jurisdiction or the admnssion of Lessee in any actio~ against Lessee. whether Lessor be a. party 1:nere'to or not, that Lessee has violated any governmental rule or r@gu1ation shall be conclusive of that fact as be~ween Lessor and Lessee..

11. A1.. TERATIONS AND ADDITIQNS.

a. EXcepting non-struct:ural alterations not exceeding two hundred fifty dollars ($250.00) in CGS1::~ Lessee shall not make any alterations, i~~. or additions in, on or about the premises, not i nsu.l1 t remove or change any si gns ("A 1 t:erati ons"). wi thout Lessor's pr; or written eensene, In gran'til1.9 or wit.hholding its consent to any proposed Alterations ,Lessor may. at- rts option, take into scaxmt; or base its grant. or denia7 of such-consent entirely upon 1 aesthetic considera'tions and the cOlnpatibili1:y of any proposed Al'tera"tions to the Premises or the 'sul'"f'QPlldin9 areas .. Further. lessee. as a condition 1:0 Lessor·s consent: "to cmy·,roposed Alt:erat:ioos. if lessor so requests, ~hall furnish LeSSQr with (1) pans and specifications for its ~roval which have been stamped wit:h notations of approval by t:he appropri ate governmentt 1 bui ldi n9 depar"'tUlen't; (2) 1 i en and complet:i on bonds sad sfac'tory to Lessor to insure payment of'the costs 'thereof; . ~l1d (3) 'the name and address of each com:ra.ctor and subconTractor fur the written approval of U$sor.(4)certifica1:e of liabili:tY fnsuranse of the eontra.ctor nami ng lessor as an addit:ional insured. (5)workmanJ 5 CQutp insurance oft:be. contractor.

b A AS a further condi t:i on to Lessor I $ consent: t.oany proposed Alterations, LeSSOr' atay requi re 'that l..essee agree 'to return thefl'remi ses 1:0 itscond1tion at the 'tlmeiDlDediately prior t:o insullation of "the proposed Alt:erat"ions, .reas.onable "!f!ilr and tear excepred •. If, Lessor fail$ '1:0 11l1po_se such t;.On(tit1on in wMt.lng." then an Alt:erat:lons shall. upon comoletlon thereof, become a part and parcel of the premises, wi~h t1~le t.hereto vesting in LesS<lr 00 suclt cor.pletion. Any trade fixtures and otoor property of lessee not.. remo.ved Tram. t.he premises prior to t.he tenm;oation of this Lease. at "the option of Lessor. $ha11 be cfeemed.a.bandon~d by Lessee and be ~ become the property of L,essor ~ without the. payment of any (:OOs1de.ratlon t:herefor.

1;. Notwit.hstanding 1;he foregoing unless lessor not:ifies Lessee otherwise in writing. Lessor shall cause the Alterations to be made, and I...~SS~~ shall prompt.ly re1mburse lessor for Le.ssor's expenses in ca.using any such A.lterations 'to be made I upon comple-rion of sane, and upon Lessor's presenta1:ion of a statement. 'to Lessee coverl.ng such work.

d. If Lessor' consents 'to the inst:alla"tion of any Alterat:ions by lessee. Lessee's e.mployees. agents and cont.ractors may enter the premises . and cOlmtencetheinsUlla1:ion of suchA1terat:ions; proVided, however, tiult the \flO. rk t.,O be: done pY Lessee' 5 emp 1 o~s, agents 0 r . corrtraC1:~rs. doe. 5 not unreasonab. i}y."mterfe r e w11:11 :the ~cupan<;y of other space 'In 'th_e bu. 11dlng.by othe.r tenants and ,s~rTormed dul'1f1greasot'1abTe hours SO as not: to lntet'fere Wlt:n other LesSees. and proVided further· that any corrtr~r' or ~rson se leeted by Lessee to i nsta 11 such imprOVements must. f1 rst be a~proved 10 writing by LessOr'. Lessee shat t give Lessor not: 1 ess than 'ten (10) days I nod ce pM or 'to "the. ~PBIIllE!ncemeR"t. of an)' approved Al'tet'a.t'ions. and Lessor· shall have t.he right: to 1XJS1: no1:ices of nonrespoJlsibility in 01" on 'the premises as provided by law.

e. Upon the txp1ra'tion of the 'term of this Lease or sooner termina.tion of this Lease, tessee shaH, UJ)Ql1 "thirty (30) days 'prior .wr:itten demand by L.eSSQr, at. Lessee's sole cost and eXpense, with all due dlhgence cause to be removed any A1u.rat1oflS designated by LesSQr pursuant to ~on II (b). Lessee shat'l , with all due diligence at: its sole (;ost and~se. repalr any damage "to the Premises caased by such remo"v'a 1.

5.

900 'd

! ,; i i 7 (; ~ hi' ·0 M!' V."" \.i J

~~1I.. !Jld ~~L 11 t.s :

12. prIlIIIES.

. During the term Qf this L.eut';. t.essee shall pay for an gas.

electricity, telephone and other utility services furnished to the premises.

13. SIGNS.

LeSsee sha1l nb't erect any sign ()l" si9ftS: on 'the Premises or anywhere on 'the Common Are.a wi'thoutprior approval by the lessor J asso-cia"tion and "tbe ctt.y. lessor shall maintain, at Lessee"s expense. a sign indicating the name of lessee.

14 SURRENDEt! AL.U&. DE UBM....

. Lessee agrees. that on the last day of the term hereof or sooner 1:ermination of th1$ Lease. to surrender 'the Premises 'to lessor in the same ccndi rten as when r. eceived.~ broom <;lea.n. excepT..any ctianges or a.h.era"tions mutually agreed upon by the partns durulg the term of the Lease. reasonable use and wear thereof except;ed_

15. NON-LIABILITY Q~ LESSOR DAMAGES.

. . a. lessee shall and does hareby indemnify and hold harmless lessor

against and from any and all claims. ariSlng from less2e'suse of the premisf!$ fOr tile conduct: Qf its busine.ss or -From any a.ctivi"t:yy work. de ',very ~ Qr other thi0!i done. pertllitted. authorizedt or suffered by toe Lessee in or abollt the prenl1ses. or the CDriIIIon Area. Lessee shall and does hel"eby further indeanify and hold harmless LesSQr *inst. and from artY and a1l claims. arising from any breach or default: in 'the pe:rformanceof any obliga'tion on lessee's paM: 1:0. be performed under the terms of this Lease. or ariSing "from any' act or negligence of t:he l.essee .. or any. office.r~ agem:,.,lo}iee.guest. 1,')1'" ;nvl't~ ~f .L~seel and from all and against «11 east, attorney~s reest expenses and 1,abll1t,es ,ncurred in Of' about any such ·elaim o.r any action or proceeding broughtthe.reons and; if' any CMe~ action Or' ·proceeding be brought aga,inst. Lessor by reason of any such claim. Lessee upon notice from Lessor shall defeOd the same at: Lesseeis eXpense by counsel reasonably satisfactory to Lessor.

b. Nei'ther Lessor, its ~ents or employees shall be liable for any damage to property en1:rusted to employees of the building, nor for

705S or di1.JJlagtftc any property by theft: or otherwise, nor Tor any injury to 0[4 d~e '1:0 persons or JlropertYl"esul'ting from fire exp1osioltt falling pla.st:er, $"t4iUUll. gas~ l!lectricity, water or ra"in lfIh~dt may leak ff'O!D any pal"! or the hoi1ding or TrOlfl t:be piPfls;; applilUlces or plU111bing 'WCIik.$ tbereln or from the roof, street Dr subsurfaces or from any ather place resulting from damones$ of any ather cause whatsoever. unless caused

.by or due 'to 'the. 'intentional .or reckless .conduct of Lessor, its age-n-ts or ~lo~ee.$. Lessor o.f' it:s agent:s shall no.t be liable for interlerence with the 11gh'!: or o-cherincorporea1 hereditament. loss of busin!!:$s by Lessee. nor shall l.essor be 1iab1e for any latent: defect in the premises or in the Bui1ding. ~ess~e shall give ~rompt notice to Le~sor ·;n case of.fire ~r ac.cldt:nu lr} the. premises or In the bU11ding or of defects thereln or 1n the flxtures or equipment.

16. MECHANICSL LIENS.

lessee shall Mt permi t: any mechani cs J 1 abore.rs f or materia 1 men l $

liens to stand against the premises or against. Lessor~s or Le5see~s inte.res.t 'them;n by reason of any workl labor, services or material done for ~ or supplied to Qf' claimed 'to· have been done fur or supplied to. tessea or anyone holding t.he premises through or under Lessee. If any such lien shall .ar any time be recorded against the Premises. or against Lessor's or Lessee's im:erest therein, "then Lessee shall (1) give written notice thereof

promptly 6.

;'f,rJ 'd :~-J \

to Le$$Ol"; and (2) cause the. same to be discharged of record within

t:hirty (30) days etterme date of recording 'the same), either by paymenT, depOsit or bond. If Lessee fails to discha.rge any such lien within such period,

then Lessor, in addition to any other riGht or remedy hereunder. shall have the option (but notobliga,t:ion) 'to procure the discharge of such lien etther by depositing 'the amount claimed to be due in court, or by bonding. Any atI'Olmt paid or deposi1::C'!d by lessor 1:0 discharge such lient and a11 costs and other expenses; including all a.ttorney~ s fees incurred in defending any action tcforeclose such lien. shall be payable by Lessee to Lessor as Additional Rent at time said cost is incurred.

11. SUBlETUNG· AND ASSJ:GNM£NT.

B. Lessee. shaH nor sublet the Premises ror aqy part thereat,

mr tranSTer# assign or hypo'l:hecate thfs lesse without: lessor's writiten . conSe111:,·

which lessor agrees will not; be unreasonably withheld .. Nei1:her 'the subletting of t.hePremi5~s nor t:ooassignmem:,t:ransfer or hypothecation of this Lease shall dillin-ish,alter or prejudice Lesseers direct. and primary liabi1ity under 'this Lease.

b. Reasonable a:ttotney fees incurred ·by lessor in reviewing and. prepar1.ng such consent: 'to any proposed s. ublettiog. assignmen't. 'transfer or bypot:hecation shall be chargeable to t.eS$e¢.

C. consent to one sub 1 et:t:1 ng • assi gnment. . transfer or, hypot:becat.i 00 shall not be. deemed consent to any subsequent sUbletting. assignment. transfer 01" hypothecation. The accepnnce of rent by Lessor from any person other than Lessee shall neithe.r be deeIIIed a waiver by LeSsor of .any p-rovision of this Lease nor a consent by LeSsor 'to. any subletting, assigi1ftlent.i transfer OJ'

hypotnecati on. .

d. If lessee assigns or sub'lets the Premises for a basic rental in excess of 'that: reserved in paragr'aph 5 above, Lessee shall pay to Lessor. as consideration for Lessor's consent to the assignment:/sublett:ingJ fifty percent (SO%) of such excess mQn1:hly as Additional Rent. such Additional Rent shall be reduced by an aftIOunt. wtrich is the aIIOn:iza'tion of Lessee's il!q)rovementcos'ts. brokerage fees or (omissions, and attorney fees di rectly relat:ed to . the assignment/subletting whicb Lessor in its sole discretion deemsreasooablQ~ ..

e. Any subletting. assignment. transfer or hypothecat:ion. wh:hout Lessor!s consent, whether by Qpera1:1on of law or otherwiset shall be void.

f. If r..essee is a corporation and if the controlling share 0", or.he olttStanding s'tock of sucbcorporation·is awnedt directly or indirectly,. by any' individual. partnership, or. corpora:tioo, then LesSQr r~~ tile ri~t 'to approve the 'transfe.r of stock repri~s@nt1ng 1\ . controlling lntere$t. 'tn the corpora'ti0. n which 4lPProval will not be unreasonably wi'thheld" An. y 'transfer: of such st:ock: without: Lessor·s consent. whether by operation of law or othef"W15e, shan be deemed a default under-me terms of 'this Lease.

g. NO int.erest of Lessee in this Lease shan b~ assignable by operation of law (including.wit.hout 1ill1itation~ the transfer of this Lease by te$Ucy or intes-ca(.y). . Each of the following acts shall be considered an involunt.aryassignmen't:

(1) If Lessee is or becomes bankrupt: or insolvent. makes

an assignment for t:he benefit of cred+tors or ins'ti1:u1:es a proceeding under the sankrup1:cy Act: in Whit;h Lessee is 'the bankflipi:; or, if .lessee is a pal"'tt\ership or consists of more t.han one person orentit}' j if any par'tner of the partnership o.r trther person or entit:y is or becoaes bankrupt or insolvent., or makes an ass; gnment:for the benefi t of creditors;

7.

LOO 'd

(2) If a wri t of A.ttachment or Execu'ti on is levi ed on

this Lease;

(3) If. in any proceeding or action to wh'i ch t.essee i sa. party t a recei ver i s appOi n-ted wi th author; ty to 'take possessi on of 'the premises.

h. An involuntary assignment shall constitute a <:iefault by Lessee and Lessor shall have the right to elect to terminate this tease,

in which case this Lease sha17 not be treated as an ssset: uF Lessee.

L If a Writ of A'ttachment. or Execution is levied on this Lease Lesseesha11 have ten (10) days in which· to cause 'the

attachment or .

~xecuti on 1:0 be removed. If any i nvo 1 unta.ry preceedt ng in bankruptt:y 15 brou9ht ag~in$1: Le.ssee,. or if' a receiver is i!PPOinted~ Lessee shall h,!-ve. S1xty (60) day~ fn "njch to have the involuntary proceeding dlsr.tnssed or 'the recelver" removed.

. 18. ·UA.BILIiY INSUMNCE.

8. LeSSea sha71t:ake out: and keep in. force during "the life ~ereof, at Lessee' s exp~se~ !l ~licy. of comprehensive public liability 'msurance to protect aga'l nst l1abllity lncident to 'the use of or resul1;i ng from anya,<;ciderrt ~cufi!"9 in and uPO!l the Premises and "the surrounding ComIIlon Area the llablhty ofsuch1nsurance t.a be not less then one i!li 1 li. on($11 0001000. 00.) for anyon@a.ccident.,withpropen:ydamageinsurance -,n the amcuntcf TWO Hundred Thousand Dol1ar~ ($200,000.00). The minimum 11.,i1:5 of coverage. mentioned above shall n01; limit Le5'!ee·s liabiHt_y under this t.ease, Lessee shall carrv Lessor as a f\;;uned. lnsured on an such policies. and shal1rurnish 'to Lessor a certificate of such insurance prior 'to e.nt:eringinto possEssion of the premises. All policies of insurance hereul'ider shall contain a provision requiring thi n:y (30) days written n01:ice 1:0 Lessor of expiration, mod1ft.cation or termination thereof. At least 'thir'ty (30) days prior to the explral:lon date of any policy t.o be mainta.in~d by Lessee hereunder s Lesseeshall deliver 1:0 Lessor acceptable evtdenca of renewal of "btnder" 'thereof.

, b. Lessor shall ma1 ntai n fi re and ex'tende.d coverage insurance Qn1:he Buildin~ at its sole cost: for the first twelve (12) months of the term of thlS Lease. Any time 'thereafter, Lessor maY7 by writ:ten nOl:iee to lessee~ require LeSsee to pay Lessee's proportionate share-of . any 'incry.sed insurance ·increase· in premium sha11· bear 'the. same

ratio to th~ to~al premium as Additional Ren~. Lessee's al10cable share OT t:he preonum as the 'total square footageleas.ed to Lessee bears to the total Teaseab'le square footage of the office space in 'the building in whi ell the Center· is loca:ted. Lessee' s prorara share . of such increase as of the Commentement Date snall b~ deem~d to be

19 • RELEASE OF SYBROGATION RIGHTS·

Lessor and Lessee hereby re1ease one anetnar , to the eX'ten't of the t'Jroceeds of th.e. re.le.asing par'tyts insu.ance covera.ge, from any and all liahi1it:y or responsibility to 'the other or anyone claiming through or under there7easing party by way of subrogation or otherwise for 7f)5Ss injury, or damage caused by any of the perils for which 'they have respectively agr:-eed to provide insurance, nO'Lwi'thstanding that such peri1s~ loss, damage or injury may be due 1:0 or shall have been caused by the fault of negligence of the released par-ty, its agents, or anyone for whom the released party may be responsible; providedj howevert 'that this release shall be a.ppli<:able and in force and effect only wi"th respect to a loss, injury or damage covered IJl1der the releasing party's policies or

. 'M re and extended coveragt! insurance

8.

()",~ 'd

oUU

(including cc.f'ttem:s 1nsurance)t if any. in existence in regard and occurring during such t:iw: as said policies contain a provision to the

effect that: this release shall not affect the coverage or the effectiveness of said policies or the right: of t.he releasing party 1:0 recover thereunder.

20. £NTR.y BY LESSOR.

a. Lessor. on behalf of ;'tSelf~ its agents and employees$ reserves, and 'they shan at any and all rimes that they deem reasonClbly n.ecessary, have the right tn. en~er'the premises. aitd 'to inspect the same~ 1:0 Slbuit: said pre.mises mprospec'ti-ve pUl'"chasers,lenders o.r Tessees, Ul P!)$t signs and flO'tices of oofi-responsibi 11 't)', and 1:0 alter. i~rove or repair anypremisE:sor artY portion of the BU11dingo~ which

. the Prer1se:s· are a. part that Lessor may deem necessary or deslrable. without abatement of rent of liability to I.essee, Lessor IfIiIY erect 5cllfTrJldinganfi other sr:rlJ(;t:ures where reasonably required byr:he chsrecter of the work to be perwf"tlJt$d. a7waysprovidingthaT: 'the· e.m:rance to 'the Premises shall ROt be.block.ecl "the.reby. ind furttter providing that 'the business of the Lessee shan n01: be interfered with unreasonab1y. Lessee hereby waives any claim for damages or for any injury or inconvenience 1:0 or ·'lntf!rference with Lessee's busfness , any lossoT occupa.ncyoTqu;et enjoyment of the premises, and any other

lQSS occasioned 'thereby.

b For each of the afo.resaid purposes LeSSOf shall at: all

rimes have anc!retain a key ·wit:hwhfcb toun1t:Jck a17 of tbe doors in:! upon and about 'the premiSes, excluding Lessee's .vaulrs , safes and files, and lessor shan hi:tve the ,.19n1: to use any and all JJeanswhich lessor may deem proper 'to opensa.id· doors in an emergencY, In order to obtain entry to 'the PreJl:rises. without: liability to Lessee except for any failure. 'to ex.e.rcisedue

care for Less~e's property. .

c. AI1Y. ent:J:'Y fO the Pr.erttises o/;r:afned hy Lessor by any of s~ means. pr othenfiSe srta l . not uncrer any Cl rcuastanees be construed or med t.o ee

forceable or unlawful entry into, or a detainer of,the pr~ses, or

an evitt'iol'lof Less~ from the Promises Qr any portion thereof.

21. Jl.AMAt.'iE ~ PESTRUCUON •

a, rf the improvement.s t\o'W existing or hereafter installed on the. premises ("improvemen1:s") are dama.ged or des'troyed~ tl'len lessee shan proptptly oot:ifyLessorof the fact of such damage or destruction.

b, If such damage or destruction was caused by Lessee ~ s flegli~nce or t.esseef$ use and occupa:tion of the premises. then Lessee, at:

Lessee 1 s expense, Shall pi"Olnp'tly COfmlel1ce and diligently pursue to completion all repairs and restcret+on necesserv.

c. If such damage or destruction was caused by anyYhing-other 't.ban I,.:eSsee's neg1igence er its use 01" occupa.tion of tbe 'f'l:lrise.s~ then LeSsor shall have 'tbe op1;ion of. eitlrer completing a.ll necessa.ry repairs ~d restera'tion ort:eon1nat:lng th1.$ lease. Shou1d the damage or destruct"lM ro the Lessee·5 premi ses prevent: lessee' s use 'thereof -for a periQt;l exceeding 1:bi rty (30)days.tben Lessee shan have 'the option of 'terminating this Lease. Lessor sha.ll make its election by written "ootice to Lessee within fort~-five (45)dsys iJT1:er tire dareD" cessor:» receipt of setae! kfllJtllet/ge of such d~e or destruc't1on. Failure of Lessor ~o .ake such elecxion before ~1ration of such forty-five (45) day period shall be deemed 1:0 be lessor's elec'tionto collple:te all necessary repai rs and restoration. If Lessor elects 'to terminate the Tease, Lessor shall have possession of the p'l"em1ses~ and Lesse~ shall deliver and $urt'e.nder ~o l.usor such posse.ssion. and tlrl50 Le.ase and the term hereby c !"ea.t.ed sha 11 end.

9.

6 on 'd

d. N'fy_ ~iay in 'the CODDMCemen1: or complet:ion of construction resulting from strikes, shortages of. materia' or labor, governmental laws~ ru1es and regulations or ot:.het matters be~nd 'the reasonablecon't.rol of Lessee or Lessor shan extend. t:he Lime within which said repairs and restararton shoi)ld be commenced or completed by 'the period ofsueh delay. Lessor reserves the right at any time priQr' 1:.0 or during Le$~els repair or restnrarton of

'the improvements to assume supervision and control of all repair or restoration activity: provided,however,. 'rhat . such assumption by t.es$orshall 001: be

deemed .

to be a waiver by Lessor of ~ rights it may have against lessee ariging out: of such d~ge or destruction.

e. This Lease shall continue in full fOrce and effect during repair and re~tora;tion period. wh.h 'the basic rental abated to t.heext:en't

any insurance recovery therefor received by lessor; provided, however, Lha~ 'the damage or destruction is not caused by' Lessee's negligence of Lessee"s use or nccupallt;Y of the premises, 1:henthan the basic rental shal t be abated. proportlonany 'to 'the extend Qf any port:ion of the premises) rendered um:e.nable,fromt:be da:te of the daaageor destruction "to the ~te of completion of 'the repair and restoration.

f.proceeds of any insurance llJdfntainedinforce 011

.. the· premises, except for an.y pon:1on 'thereof requi·red \;0 be paid 'to any encumbra.ncer . of record of die premises under the terms oftne em;umb ranee , shaH be received and held by lessor and shall be made. avai1abletQbe applied to the CDSC ~nd expense of such repairs and resrorarion. However, Lessor or any encumbrancer of r'ecord holding said '".surance proceeds for applica.tion to repairs and restora.tion may witlthold pa~nt of an amount' reasonably nece$sary 1:0 insure cOfIIp7er;ion of slich repairs and rescorar:iatl unt:il cOI!lplet:ion ~her~of and the '*Pi ration of 'the ~ .. iQd w1'thin which .echanic's or Nterialment;s liens may be ftl~ and until receipt of sa'tisfactory evidence that no liens

g. Should any damage or destruction of the premises be caused by tessee's use or occupation Of" the premisB5s men Lessee shet ! pay 'to J.essor 'the difference (if any) be.tween 'the insurance proceeds and the cost of such rep.airs or restoration, before tesser shall be obligat.ed 'to disburse any of 'the insurance proceeds which it is holdingR

22. CQNO:EMNAn;ON.

a. In the event the Premises, Common Area~ or any part thereof shan be condemned or "taken by eminent domain~ or saki 1:0 II ptJb7icbody

having the POWer of condemna'tiQo under threat thereof (hereinafter "t:aken"). then t.his"lo.ease. shall· 'terminate' as 1:0 tbe' t)!r1:. 'takent QIld any and all award of compensa.tion arising from such 1:akinqshall be pa'ld and belong to Lessor~ except; any award for damag@ t:.o Lessee s persona' property. Wh1Ch la.t:ter award shall belong to LeSsee.

b.. In such event:. 'there shall be an aba:teem: in ren't payable ahert:he taking and during the balance of term hereoft in tbe propcrt'ion that the (jround floor area of the premises raken f;tE!at"'s 'to 'the total ground f700r area of the Pr~ises immediately prior to the taking.

c. If such taking result:s in the cumulat1ve t:aJdng of more

than twerrty-five perOOnl: (25%) of 'the ground floor area of the premis~s, or more: dUill -FirtY{Jf!.rcent (50}t) or the area Dr the Premisesl1ot:QCClIP1l!!d by bui1dings, then lessee may. by net+ca within ten q..o) days .after possession has been t:akenby the. condemning author,:it.y; terannat:e th1S t.ease , Should lessee e.1ect to so 'ternn nate. , nothlng here,n shall be construed so as to

deny lessee any right it may have to reCeive any comp@nsationof displacement

provided for under federal or state law~

10.

o l 0 'd

d 1lI "tllQ .vent Lessee does not: tenvin~te. repair any ~e 'to "the. premises and improvement:s. and ava.i1a.b1eto Lessee for sUch purpose in the. SanK!: manner regard to file insurance proceeds.

23 . BREACH iY LESSEE.

L~s5ee shan be 1n breach of 'this tease if at any time during tOO ten~

of t:hl SLease (and re9ard1 ess of 1:he pendency of any bankruptcy, f"eorganiza:tion~ receiversfn'p~ inso1vency or other proceedings. in law. in eq"!lty. orbe1"ore· any -a.dnnnist:rative "tribunal ~ which have or ~ bave thl!! effect of preventing t:ne Lessee frOPl complying wim the terms of this Lease):

(a) Pa.ym.ent .D.f bnt and Lat:t

If Lessee fails t.o pay "the rent within t.en (10) days from 'the date the rent is due, then an add; 1:i on~ 1 .sum of rent: sha.ll become due ina. sum aqua 1 to ten percent (1O%) of the 'then aonthly rent. This addit:iona.l sum of 'ten percent (10)(} of the normal ren'tshall be considered reasonab1e compensat.ion 1:0 Lessor lor additional adilinistra'tive expen$~s incurred due 1:0 Les.seels t:ardiness: Qr

(b) other Breaches.

Lessee fails to observe or perform any of its covsnants , agreements orobligat1ons hereunder, other than the payment'. of money by lessee.~ and suchfa11ure is not cured" within· fifteen (1.5) da.ys after Lessorls writt:en no"t;ice 1:0 Lessee of such failure; provided~ howeve.l"'~ that' if the na.t:ure of Lessee's obligation is such that more tnan fifteen (15) days are r~ui red for perfurmance then Lessee shall not be 11'1 breach, if Lessee (~nc:es perfOrmance within such fifteen (15) day period and 'thereafter di11gently prosecutes the~ame to cOiBple1;ioni PI'"

(c) Insolvency.

Lessee becomes insolvent, or makes a. transfer. infral.ld of its creditors. or makes an assignmen~ for Lhe benefit of its

credit.or:.;; or (d) sankruptcv, .

lessee volunt.arily files, or involun~arily has files against it. a petition under any': section or chapter OT t:he: Federal Bankruptcy Act.asa.mendeal or under any silli_1ar law or statute .of 'tile un-!t:ed sta:t:e~ or ~state thereof. or Lessee lsadJudged bankru~t or 1nsolvenL 1n proceed,ngs filed by or against: LeSSf!e! thereunder; pl"ovided, however. if a writ: of A~tachment or Execut:ion is levied on this lease, Lessee shall have ten (10) days in which to ceusetne &tt:achment or execurioo t:o he rSlBOved. If any involuntary proc.eeding in bankrupt:cy ;$ brou9hL a.gainst Lessee. or if it receiver is appointed, Lessee shall have sixty (60) days in wbic:h to have

the invo1untary 1lroc~eding· dismissed Of' t.he recei'le.r removed.

(e) Recejvership~

A receiver or trustee is appointed for .al1 or snbstan1:i a 11 y Les see's assets.

24. RfMfNF5 OF I ffiSOR.

If Lessee breaches this ~ease and/or abandons the premises before

the end of the t.erm. or if Lessee's right: 1:0 possess ton is terminated by Lessor

because at' Lesses '5 breach (Jf tbi S t.ess«, t~n dd S Lease sha 77 automa ti eli 1iy terminate. On such t.ef'lllination, Lessor may recover ff"Ofll Lessee. an damages. including future rent owed even though the Lease is "terminated. lessor~s rights 'therein shall bE deemed cumulative wi"th those a11owe.d by law.

l.l.

SUtIDRDJ:NA TION •

a, At: LessOr1s opt.ion'. 'this Le.ase shall be subordinated to any

ground 1easef mortgage deed oft:rus't:t or any other encumbrance now 01'" hereafter pla.c:edqponr 'the premises~ and t9a.ny aod al1 advances. whether obligatory or optiona.11 made en the security t.hereof. and 'to all renewals, modifications. conS4?1iaations. replacemen'ts and ertensions t:hereof.

. h. Notwithstanding such subordination, LeSS~'$ .righ't 'to ~u;e.t

pos@ssion of ttJe premises shall not be disturbed if Lessee is not: in each of this Lease. unless this Lease is otherwise'tef1l'l1nated pursuant: ) h:s tem$.

. c. Lessee agrees to execute any documents required t:o effectua'te such subordination or to make this Lease prior 1::0 the lien of any ground lease, mortgage,ol' deed of trust, as the case may be. andfaiHng to do

so within ten (1O) d~s after Lessor·s written demand to Lessee therefor, does hereby irrevocably appoint Lessor as Lessee's artorney-jn-face and in Lessee • S nalQe to do so.· .

26.sale of Premises

In ~he event of the sale. volun~aryor involuntary transfer. or assignment of tessor+s interest in the premises durinll the term of the same shall operat~ to rel.ease,lessor ·from·any future' liabl1ity upon any of the cevenants or c:ondi't1Qns. expreu 01' implied. con'ta.in.ed in t:his. Lease in favor of Lessees. and in such event Lessee agrees 'to 10Qk solely to the responsibili'ty or t.essor'ssucces50r in interest, and tessee will and does he.reby attorn to Lessor"s successor in interest ;and recognize such successor in 'interest as I..essorunder 'this· Lease

27. ESTQPP.,f.l CERTIFICATE.

a. lessee shall at any 'time and from time to ti.e) upon not l~ss than teln (10) days prior written notice from Lessor _ exectrte. acknowledge and deliver~ tQ Lessor a sta1:emenl: 1n writing (a) certifying that 'thi~ Le.ase is unmdi'fied and in full force and effect, 0,:"" if modified, stating the nature of such modifications and certifying t:hat: tfrts t.ease, as so IIOdffied, is in full force and effect: and t.he data to which tt:le rE!!nt and other charges are paid in advance, ifa.ny; and (b) acknowledging that; l:hC:l~ are not>. to te.ssee·s knowledge. any uncured defaults on the part of the· Lessor hereunder o rspeci fyi"9 such deTau 1 'ts if any are c'l ai me(t • Any such st:a'tetdent ma.y be conclusively relied upon by Lessor and any prospect.tv« purchaser or encumbrancer of the premises-

b. Lesseels failure to cle.Hver such stat.em.ent writbin such t.ille: shall be conclusive upon cessee (a) t.hat 'this Lease is in full force and effect. without fIIOdifi.c;at;ion except as, may be represented by Lessor, (b) t~t "there are no uncured defaults in lessor's perfurmam:e, and (e) that rent 15 ¢t.u·rent: as of the date of the Estoppel Ce.rtific.ate.

C. If Lessor des ires to finance. rerinlll'lCe. or sell me premises, er any par-t th~reofl Lessee. 1:hereby agrees 1:0 deliver to any prospective lender or purchaser designated by Le!;sor such financh.1· statement:s of Lessee as ~ be reasonab7y required by such lender or purchaser. All such financial S1:R'tements shall be received by Lessor in confidenc@and shall be used only for the purposes her~in set forth.

Lessee shall neither store nor permit to be stored any goods, m~chinery,

12.

merchandise, equipment, or any other items whatsoever I an 'the premises, othert:han wholly within the PN!nrises

29 • ATTORNEY'S .EEfS..a.

in the event' I!dth~r Lessor or Lessee *17 iJring any action tit" ~ttg for damages for any alleged breach of any provision of "this Lease.· the prevaili~ paity shall be en'tit1ed to recover as part of such action an attorMYs fees and coertxosts incurred in me preparation end processing of such action. . . In additton~ Lessor shall bl! entitled to all a.ttorneY$~ fees and ot:her C05'tS incurred in 'the _preparation and service of .~ notice incident "to the commencement of an unlawful detainer proceeding. Al attorneys· fees and ether expenses incurred by Lessor and payable bY' Lessee by reason of any actio~ to which Lessor shall be made a part because Q tlli.s LeaSf;t. stlall be paid by L.essee on demand by Lessor and shall cons~1tuteAdQ1tional Ren~ under th1s Lease.

30. PARKING.

Lessee shall have the right to use the park;ng lot located in the common Area adjacent to said llUilding for the Parkinll of' sotor vehit;It:$# only in accordance wit:h~ and subject "tQ such rules and regulations as

Lessor may adopt: from time to time for 'the Qrderly opera:tic;JnQf said park1ng area, as set forth in echibit RAft.

31. Mlsc§LLANEOUS~

a. SUcceSSQrs.

This Lease. 'subjecT to the provisions of assignment and insolvency, shall be binding upon and inure 'to t.he benefit: of 'the. respective successors

and assigns of the pa~ties hereto, '

b. ~everability.

Any PrQvision of this Lease determined 'to be invalid by a court of competent jurisdiction. shall in no. way affect any other provision hereof.

C. 'tlai ver ,

The waiver of any breach or default by Lessor shall not: be construed to be a con~inuing waiver of any subsequent breach or default hereunder.

d. Time of EssM'e·

Time is of the essence in the performance of all condi~ions hdreuf of which time is a. fa.C"tQf.

e. EXamination of Lease.

submission of this ;nst:rument for examioat:ion or signature by L.essee. .dees n01: constitute a reservation of or an option fur lease, apd is not e.ffect1veas a lease or ot:herwise until ex~cutiol't and delivery' by both i.essc r and Lessee.

f. BgCgrdatjQD of Short EOrm MemOrandumL

The parties agree tha~ Lessor shall be entitled to record a short form memorandum of this Lease in lieu of the herein Agreement.

g •• d6tl~l:J(TJ of GJ(I.ICfty

I..es58!1 rr:pres81tS ad tIflIT'af1t5 rfIar the sigmrxies ~

13.

I Q{ / ?~Q 17! i'otJ Y\f-l

autho.r12:ed enter into and execut.e thi s Lease.

h. Lessee acknowledges that: this is t:he sole Agreement between the parties hereto and 'that there exist no agreement$t represenu"tions, warranties or otherwise than "those set forth herein,

i. lOlnt and several liability

'. If Ilore ~ one (1) person .or enti"ty is lessee hereunder. the obliga.tions imposed on tho£epersons or entitie$ shall be joint and several.

j. .8.Ul2s. and Regulations.

Lessee agrees 'to be bound by the Rules and Regula.tions as the same are set fort:h in Exhibit "A".

les~or and Lessee have execute.~. this ~ ;:- the date first written above,

Medlcal..:Dental LLC ... _ ~ ~

california limited partnersh~

1.4.

, .

Th@ Lessee~ and ~he L~sseers employees, shall not loiter in the entrance or corridors. or in any way obstruct. 'the sidewalks. entry passages ha77s, st:airways and elevators and shan use .the . sane orpyaf_fl.assagew.zys.anq means of passage to and from

the,,.. respect1ve offices. .

Z.No animals will be permitt:ed

on 'the premises. 3. Pal1dBJ 1O't

a. No overnight parking shall be allowed.

b, No "selling! renting or advertis;ng shall be allowed. C~Noloiter1ng shall be allowed~

... 4_ No .edd i t ione]. Jock. or . locks sha-77 .be placed by Lessees 011

any

door in t.h@ building unl@ss written consent: of LI!SSOr sha] 1 beve

first: " .

been obtai ned ~ Two keys wi 11 be furrri shed by lessor for every roomln

whi ch a lock has been ; nsta 11 ed by Le~~or. A 11 keys shall be surrendered to LQ'tS or upon 'termi nation of t.h@ 'te.nancy.

5. Hours af operation

7.30 am-10pm. daily.

'6. Lesor will not object to ~he lid sign of the 1 ¥:ss~e pravi ded, ; tis approved by 'the ci t:y and aSsoclatl0n.

7. Th@ le.ssor' r-eserves "the right at any time to change or rescind anyone or more of these rules and regulations set; forth in exhibi1: A to make such other and further reasonable rules and regul at; ons as ; n 'the lessor' s judgment ma), from time to time be. necessary for 'the safety. care ,of the prem1ses,. and for the preservation of good order therein,

, 8,"., Infectious Waste Disposal. Notw11:hs'tanding anything contained in1:nis Lease to the contrary, Lessee shall pay all charges for sp@cia1ized infectious

janitorial and disposal services (if required) for

premises. Lessor~ in

its sol~ de'termina:tion may rtH~ui re Lessee t.o subscribe 'to such specialized infectious wast:e services and, at its opt ion, may requi relessee to contrac~ di rectlyfor such services. Any costs or expenses or payments lIade by Lessor for any of the reasons or purposes stated above shall be deemed to be additiona1 rentpayable by the lessee to Lessor upon demand. ~

15.

S l 0 'd