OFFICE LEASE AGREEMENT
 
 THIS OFFICE LEASE AGREEMENT (the "Lease") is made and entered into as
of the 19th day of December, ...., by and between XYZ .... .... IV,
L.L.C., A .... LIMITED LIABILITY COMPANY ("Landlord") and YYY
CORPORATION, A .... CORPORATION ("Tenant").
 
I. BASIC LEASE INFORMATION.



 
  
 
 
  
  
 


 
 
 
 
 
 

 
 
 
  A. "Building" shall mean the two buildings in .... City,
 ...., commonly known as .... Towers, and located at
  4000 East 3rd Avenue ("4000 Building") and 4100 East 3rd
 Avenue ("4100 Building").
 

IL DOCUMENTO È INCOMPLETO, A RICHIESTA SARÀ INVIATA UNA COPIA COMPLETA (artt.17 ss Cod.Deont.)

STUDIO

MISURACA & Associati/Associates

Studio Legale

Law Firm

www.smaf-legal.com

Il documento manca di molte parti, lo studio legale SMAF invia su gentile richiesta una completa copia a titolo di prestazione professionale a pagamento ex artt.17 ss. Cod. Deont. Forense / The document has missing parts; please, consider SMAF law firm allowed to send a you a payable copy according to Italian Forensic Deontology Code.

20123 MILANO (MI), Italia

Via Monti, 8

tel.:   +(39) 02 006 15 017  

fax:   +(39) 02 700 50 81 00

e-mail: info@smaf-legal.com

00198 ROMA (RM), Italia

Via Savoia, 78

tel.:  +39 06 92 938 008

cell.: +39 06 8928 10 51

e-mail: info@smaf-legal.com

40123 BOLOGNA (BO), Italia

Via Urbana 5/3

tel.:    +(39) 051 64 40 543

fax.:   +(39) 051 09 52 565

2°fax: +(39) 051 33 70 177

e-mail: misuraca@smaf-legal.com

 
 
 B. "Rentable Square Footage of the Building" is deemed to be
 261,674 rentable square feet.
 
 C. "Premises" shall mean the entire 4100 Building. The "Rentable
 Square Footage of the Premises" is deemed to be 130,837
 rentable square feet. For so long as the Premises include one
 or more floors in their entirety, all corridors and restroom
 facilities located on such full floor(s) shall for all
 purposes be considered part of the Premises. Landlord and
 Tenant stipulate and agree that the Rentable Square Footage of
 the Building and the Rentable Square Footage of the Premises
 are correct and shall not be remeasured.
 
 D. "Base Rent":
 
 
 
 ANNUAL RATE
 
 YEAR OF TERM PER RENTABLE SQUARE FOOT ANNUAL  
 
 MONTHLY
 
 BASE RENT BASE RENT
 
 1-5 $15.00 $1,962,555.00 $163,546.25
 
 
 -1-
 
E. "Tenant's Pro Rata Share": 50% of Taxes and Expenses not
 specifically allocable to the 4000 Building or the 4100
 Building, and 100% of the Expenses allocable solely to the
 4100 Building.
 
 "Tenant's Monthly Expense and Tax Payment": $130,837.00, which
 is equal to the product of the Rentable Square Footage of the
 Premises and $1.00 per rentable square foot per month, which
 is Tenant's Pro Rata Share of the monthly estimated Expenses
 and monthly estimated Taxes (as more fully described in, and
 subject to adjustment as described in, Section IV below).
 
 F. "Term": A period of 60 months. The Term shall commence on
 [insert the "Closing Date" as defined in the Agreement of
 Purchase and Sale With Escrow Instructions to which this Lease
 is attached as Exhibit F ] (the "Commencement Date") and,
 unless terminated early in accordance with this Lease, end on
 [insert date immediately preceding fifth anniversary of the
 Closing Date] (the "Termination Date").
 
 G. Tenant allowance(s): None.
 
 H. "Security Deposit": A Security Deposit in the amount of
 $163,546.25 shall be provided in accordance with Section VI
 below.
 
 I. "Guarantor(s)": None.
 
 J. "Broker(s)": Eastdil Realty Co., Inc.
 
 K. "Permitted Use": General office use and administrative
 purposes and ancillary office uses reasonably related thereto
 (including, without limitation, electronic commerce research
 and development and product support) and other legally
 permitted uses consistent with the character of a first class
 office building.
 
 L. "Notice Addresses":
 
<TABLE>
<S>  <C>
 Tenant: With a copy to:
 
 YYY Corporation YYY Corporation
 4100 Third Avenue 4100 Third Avenue
 .... City, .... 94404 .... City, .... 94404
 
 Attention: Director of Real Estate Attention: Real Estate Legal Counsel
 
 Landlord:
 
  XYZ .... .... IV, L.L.C. With a copies to:
 c/o XYZ Street Capital
 
Notices
</TABLE>
 
 -2-
<PAGE>
<TABLE>
<S>  <C>
 (SCS/MCH)
 
</TABLE>
 
 Rent (defined in Section IV.A) is payable to the order of
 XYZ .... .... IV, L.L.C. at the following address:
 [TO BE PROVIDED] or such alternative order or address as
 Landlord may provide to Tenant in writing.
 
 M. "Business Day(s)" are Monday through Friday of each week,
 exclusive of New Year's Day, President's Day, Memorial Day,
 Independence Day, Labor Day, Thanksgiving Day and Christmas
 Day ("Holidays").
 
 N. Intentionally Omitted.
 
 O. "Law(s)" means all applicable statutes, codes, ordinances,
 orders, rules and regulations of any municipal or governmental
 entity.
 
 P. "Normal Business Hours" for the Building are 8:00 A.M. to 6:00
 P.M. on Business Days and 8:00 A.M. to 1:00 P.M. on Saturdays.
 
 Q. "Property" means the Building and the parcel(s) of land on
 which it is located and the landscaping, the parking
 facilities and all other improvements owned by Landlord and
 serving the Building and the tenants thereof and the parcel(s)
 of land on which they are located.
 
II. LEASE GRANT.
 
 Landlord leases the Premises to Tenant and Tenant leases the Premises
from Landlord, together with the right in common with others to use any portions
of the Property that are designated by Landlord for the common use of tenants
and others, such as sidewalks, unreserved parking areas, common corridors,
elevator foyers, restrooms, vending areas and lobby areas (the "Common Areas").
Notwithstanding any contrary provision of this Lease, for so long as the
Premises consist of the entire 4100 Building, no interior portion of the 4100
Building shall be designated as part of the Common Areas.
 
III. POSSESSION.
 
 A. As Is Condition. Landlord and Tenant acknowledge that Tenant
 is currently in possession of the Premises and, subject to
 Section III.B. below, Tenant shall continue to accept the
 Premises in its "as is" condition and configuration subject
 to, without limitation, (a) the state of the title thereto
 existing as of the Commencement Date, (b) any state of facts
 which an accurate survey or physical inspection might show,
 (c) all Laws, (d) any violations of Laws which
 
 -3-
<PAGE>
 may exist at the commencement of the Lease Term, and (e) the
 presence of any Hazardous Materials at or under the Building
 or at or under any property in the vicinity of the Building.
 Tenant agrees that the Premises are in good order and
 satisfactory condition, and that there are no representations
 or warranties by Landlord regarding the condition of the
 Premises or the Building or any understandings or obligations
 on the part of Landlord to perform any alterations, repairs or
 improvements with respect to the Premises or the Building,
 except as may be expressly set forth in this Lease. AS OF THE
 COMMENCEMENT DATE, LANDLORD HAS NOT MADE, NOR SHALL BE DEEMED
 TO HAVE MADE, ANY REPRESENTATION OR WARRANTY, EXPRESS OR
 IMPLIED, AND LANDLORD SHALL NOT BE DEEMED TO HAVE ANY
 LIABILITY WHATSOEVER AS TO THE VALUE, HABITABILITY, COMPLIANCE
 WITH ANY PLANS AND SPECIFICATIONS, CONDITION, DESIGN,
 OPERATION, LOCATION, USE, DURABILITY, MERCHANTABILITY,
 CONDITION OF TITLE, OR FITNESS FOR USE OF THE BUILDING (OR ANY
 PART THEREOF) FOR ANY PARTICULAR PURPOSE, OR ANY OTHER
 REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED,
 WITH RESPECT TO THE BUILDING (OR ANY PART THEREOF); AND NONE
 OF LANDLORD, ANY MORTGAGEE OR THEIR RESPECTIVE SUCCESSORS OR
 ASSIGNS SHALL BE LIABLE FOR ANY LATENT, HIDDEN, OR PATENT
 DEFECT THEREIN OR FOR THE FAILURE OF THE BUILDING TO BE
 CONSTRUCTED IN ACCORDANCE WITH ANY PLANS AND SPECIFICATIONS
 THEREFOR, FOR THE COMPLIANCE OF THE PLANS AND SPECIFICATIONS
 FOR THE BUILDING WITH APPLICABLE LAWS OR FOR THE FAILURE OF
 THE BUILDING, OR ANY PART THEREOF, TO OTHERWISE COMPLY WITH
 ANY APPLICABLE LAWS. Tenant owned and operated the Building
 for a substantial period of time prior to the Commencement
 Date and is more familiar than Landlord with the Building, and
  Tenant is willing to accept, and hereby accepts, all risks
 incident to the matters discussed in the preceding sentence.
 Furthermore, Tenant inspected the Building prior to Tenant's
 acquisition thereof and Tenant was satisfied with the results
 of such inspections, and Tenant is entering into this Lease
 solely on the basis of Tenant's own knowledge concerning the
 condition of the Building on the Commencement Date. The
 provisions of this Lease have been negotiated, and the
 foregoing provisions are intended to be a complete exclusion
 and negation of any representations or warranties by Landlord
  or Mortgagee, express or implied, with respect to the Building
 as of the Commencement Date, that may arise pursuant to any
 law now or hereafter in effect, or otherwise and specifically
 negating any warranties under the Uniform Commercial Code.
 
 B. No Diminution of Landlord's Lease Obligations. Nothing in
 Section III.A. above shall be construed to diminish or
 otherwise alter or affect Landlord's express obligations under
 this Lease including, without limitation, those imposed by
 Sections VII, IX.B., XI, XVII.B., XXIII and XXXI.G.
 
IV. RENT.
 
 A. Payments. As consideration for this Lease, Tenant shall pay
 Landlord, without prior notice, demand, setoff or deduction
 (other than as expressly provided in this Lease), the Base
 Rent and Additional Rent due for the Term. "Additional Rent"
  means all sums (exclusive of Base Rent) that Tenant is
 required to pay
 
 -4-
<PAGE>
 Landlord. Additional Rent and Base Rent are sometimes
 collectively referred to as "Rent". Tenant shall pay and be
 liable for all rental, sales and use taxes (but excluding
 income taxes), if any, imposed upon or measured by Rent under
 applicable Law. Base Rent and recurring monthly charges of
 Additional Rent shall be due and payable in advance on the
 first day of each calendar month without notice or demand. Any
 other amounts payable by Tenant under the terms hereof shall
 be due and payable by Tenant on or before 20 days after
 billing by Landlord. All payments of Rent shall be by good and
 sufficient check or by other means (such as automatic debit or
 electronic transfer) reasonably acceptable to Landlord. If
 Tenant fails to pay any item or installment of Rent when due,
 Tenant shall pay Landlord an administration fee equal to 2% of
 the past due Rent. If the Term commences on a day other than
 the first day of a calendar month or terminates on a day other
 than the last day of a calendar month, the monthly Base Rent
  and Tenant's Pro Rata Share of Expenses (defined in Section
 IV.C.) and Taxes (defined in Section IV.D.) for the month
 shall be prorated based on the number of days in such calendar
 month. Landlord's acceptance of less than the correct amount
 of Rent shall be considered a payment on account of the
 earliest Rent due. No endorsement or statement on a check or
 letter accompanying a check or payment shall be considered an
 accord and satisfaction, and either party may accept the check
 or payment without prejudice to that party's right to recover
 the balance or pursue other available remedies. This shall be
 a "triple net lease" and Rent shall be paid to Landlord
 without deduction for any costs and expenses, except as
 specifically provided to the contrary in this Lease. The
 provisions for payment of Expenses and Taxes are intended to
 pass on to Tenant and reimburse Landlord for all costs and
 expenses of such nature incurred in connection with the
 ownership, management, replacement, repair, maintenance,
 restoration and operation of the Building and its supporting
 facilities and such additional facilities now and in
 subsequent years as may be determined by Landlord to be
 necessary or desirable to the Building.
 
 B. Payment of Tenant's Pro Rata Share of Expenses and Taxes.
 Tenant shall pay Tenant's Pro Rata Share of the total amount
  of Expenses (defined in Section IV.C.) and Taxes (defined in
 Section IV.D) for each calendar year during the Term. Landlord
 shall provide Tenant with a good faith estimate of the total
 amount of Expenses and Taxes for each calendar year during the
 Term. On or before the first day of each month, Tenant shall
 pay to Landlord a monthly installment equal to one-twelfth of
 Tenant's Pro Rata Share of Landlord's estimate of the total
 amount of Expenses and Taxes, which initial monthly sum is
 defined in Section I.E. above as the "Tenant's Monthly Expense
 and Tax Payment". If Landlord determines that its good faith
 estimate was incorrect by a material amount, Landlord may
 provide Tenant with a revised estimate. After its receipt of
 the revised estimate, Tenant's Monthly Expense and Tax Payment
  shall be based upon the revised estimate. If Landlord does not
 provide Tenant with an estimate of the total amount of
 Expenses and Taxes by January 1 of a calendar year, Tenant
 shall continue to pay monthly installments based on the
 previous year's estimate until Landlord provides Tenant with
 the new estimate. Upon delivery of the new estimate, an
 adjustment shall be made for any month for which Tenant paid
 monthly installments based on the previous year's estimate.
 Tenant shall pay Landlord the amount of any underpayment
 within 30 days after receipt of the new estimate. Any
 overpayment shall be refunded to
 
 -5-
<PAGE>
 Tenant within 30 days or credited against the next due future
 installment(s) of Additional Rent; provided, however, if the
 Term has expired, then any overpayment shall be refunded to
 Tenant within 30 days after receipt of the new estimate.
 
 As soon as is practical following the end of each calendar
 year, Landlord shall furnish Tenant with a statement of the
 actual amount of Expenses and Taxes for the prior calendar
 year and Tenant's Pro Rata Share of the actual amount of
  Expenses and Taxes for the prior calendar year. In lieu of
 providing one Statement covering Taxes and Expenses, Landlord
 may provide separate statements, at the same or different
 times. No delay by Landlord in providing the Statement (or
 separate statements) shall be deemed a default by Landlord or
 a waiver of Landlord's right to require payment of Tenant's
 obligations for actual or estimated Taxes or Expenses, so long
 as Landlord delivers such revised Statement to Tenant by no
 later than the earlier of (i) two (2) years after Landlord
 becomes aware of such errors or receives such new information
 or (ii) two (2) years after the end of the particular Expenses
 or Taxes year to which such modification would apply. If the
 estimated amount of Expenses and Taxes for the prior calendar
  year is more than the actual amount of Expenses and Taxes for
 the prior calendar year, Landlord shall apply any overpayment
 by Tenant against Additional Rent due or next becoming due,
 provided if the Term expires before the determination of the
 overpayment, Landlord shall refund any overpayment to Tenant
 after first deducting the amount of Rent or any other payments
 due. If the estimated amount of Expenses and Taxes for the
 prior calendar year is less than the actual amount of Expenses
 and Taxes for such prior year, Tenant shall pay Landlord,
 within 30 days after its receipt of the statement of Expenses
 and Taxes, any underpayment for the prior calendar year.
 
 C. Expenses Defined.
 
 1. Subject to Sections IV.C.2. and IV.C.3 below,
 "Expenses" shall mean all expenses, costs and amounts
 of every kind and nature which Landlord shall pay
 during any calendar year because of or in connection
 with the ownership, management, maintenance, repair,
 replacement, restoration or operation of the
 Property, including, without limitation, any amounts
 paid for (i) the cost of supplying all utilities, the
  cost of operating, maintaining, repairing, replacing,
 renovating and managing the utility systems,
 mechanical systems, sanitary and storm drainage
 systems, and any escalator and/or elevator systems,
 and the cost of supplies and equipment and
 maintenance and service contracts in connection
 therewith; (ii) the cost of licenses, certificates,
 permits and inspections and the cost of contesting
 the validity or applicability of any governmental
 enactments which may affect Expenses, and the costs
  incurred in connection with the implementation and
 operation of a transportation system management
 program or similar program required by law; (iii) the
  cost of insurance carried by Landlord, in such
 amounts as Landlord may reasonably determine or as
 may be required by any Mortgagee; (iv) the cost of
 landscaping, relamping, and all supplies, tools,
 equipment and materials used in the operation, repair
 and maintenance of the Property; (v) the cost of
 parking area repair, restoration, and maintenance,
 including, but not limited to, resurfacing,
 repainting, restriping,
 
 -6-
<PAGE>
 and cleaning; (vi) fees, charges and other costs,
  including consulting fees, legal fees and accounting
 fees, of all contractors engaged by Landlord or
 otherwise reasonably incurred by Landlord in
 connection with the management, operation,
 maintenance and repair of the Property; (vii) any
 equipment rental agreements or management agreements
 (including the cost of any management fee and the
 fair rental value of any office space provided
 thereunder); (viii) wages, salaries and other
 compensation and benefits of all persons engaged in
 the operation, management, maintenance or security of
 the Property, and employer's Social Security taxes,
 unemployment taxes or insurance, and any other taxes
 which may be levied on such wages, salaries,
 compensation and benefits; provided, that if any
 employees of Landlord provide services for more than
  one project of Landlord, then a prorated portion of
 such employees' wages, benefits and taxes shall be
 included in Expenses based on the portion of their
 working time devoted to the Property; (ix) payments
 under any easement, license, operating agreement,
 declaration, restrictive covenant, underlying or
 ground lease (excluding rent), or instrument
 pertaining to the sharing of costs by the Property;
 (x) operation, repair, maintenance and replacement of
 all plant, machinery, transformers, duct work, cable,
  wires, and other equipment, facilities, and systems
 designed to supply heat, ventilation, air
 conditioning and humidity or any other services or
 utilities, or comprising or serving as any component
 or portion of the electrical, gas, steam, plumbing,
 sprinkler, communications, alarm, security, or
 fire/life safety systems or equipment, or any other
 mechanical, electrical, electronic, computer or other
 systems or equipment which serve the Building in
 whole or in part; (xi) the cost of janitorial
  service, alarm and security service, window cleaning,
 trash removal, replacement of wall and floor
 coverings, ceiling tiles and fixtures in lobbies,
 corridors, restrooms and other common or public areas
 or facilities, maintenance and replacement of curbs
 and walkways, repair to roofs and re-roofing; (xii)
 amortization (including interest on the unamortized
 cost) of the cost of acquiring or the rental expense
 of personal property used in the maintenance,
 operation and repair of the Property; and (xiii) the
 cost of any capital alterations, capital additions,
 capital repairs and capital improvements (1) which
 are intended as a labor-saving device or to effect
  other economies in the operation or maintenance of
 the Property, (2) made to the Property after the
 Commencement Date that are required under any
 governmental law or regulation not in effect on the
 Commencement Date, or (3) which are reasonably
 determined by Landlord to be reasonably required to
 maintain the functional character of the Property as
 a first-class office building project; provided,
 however, that such cost shall be amortized (including
 interest on the unamortized cost at a rate equal to
  the floating commercial loan rate announced from time
 to time by Bank of America, or its successor, at its
 prime rate, plus one percent (1%) per annum, herein
 called the "Interest Rate") over its useful life as
 Landlord shall reasonably determine. If Landlord is
 not furnishing any particular work or service (the
 cost of which, if performed by Landlord, would be
 included in Expenses) to a tenant who has undertaken
 to perform such work or service in lieu of the
 performance thereof by Landlord, Expenses shall be
 deemed to be increased by an amount equal to the
 additional Expenses which would reasonably have been
 incurred during such period by Landlord if it had at
  its own expense furnished
 
 -7-
<PAGE>
 such work or service to such tenant. If the Buildings
 are not fully occupied during all or a portion of any
  calendar year, Landlord shall make an appropriate
 adjustment to the variable components of Expenses for
 such year or applicable portion thereof, employing
  sound accounting and management principles, to
 determine the amount of Expenses that would have been
 paid had such Buildings been fully occupied; and the
 amount so determined shall be deemed to have been the
 amount of Expenses for such year, or applicable
 portion thereof.
 
 2. Notwithstanding any contrary provision of this Lease,
  Expenses shall not include: (i) leasing commissions;
 (ii)expenses which relate to the preparation of
 rental space for a tenant; (iii) depreciation,
 interest and principal payments on mortgages, and
 other debt costs, if any, except as specifically
 included in Sections IV.C.1(xii) and (xiii) above;
 (iv) costs of correcting defects in, or significant
 design error relating to, the initial design or
 construction of the Building; (v) advertising and
 promotional expenditures; (vi) costs of any items
  (including, but not limited to, costs incurred by
 Landlord for the repair of damage to the Building for
 items which are reimbursable under any contractor,
 manufacturer or supplier warranty) to the extent
 Landlord receives reimbursement from insurance or
 condemnation proceeds or from a contractor,
 manufacturer, supplier or any other third party
 (other than reimbursement by tenants pursuant to the
 Expenses pass-through provisions of their leases);
 such proceeds shall be credited to Expenses in the
  year in which received, except that any deductible
 amount under any insurance policy shall be included
 within Expenses; (vii) the expense of services
 provided to other tenants in the Building which are
 made available to Tenant at cost or for which Tenant
 is separately charged and collected; (viii) costs and
 legal expenses relating to negotiating or enforcing
 leases; (ix) the wages and benefits of any employee
 who does not devote substantially all of his or her
 employed time to the operation and management of the
 Building or Property unless such wages and benefits
 are prorated to reflect time spent on operating and
 managing the Building and Property vis-a-vis time
 spent on matters unrelated to operating and managing
 the Building and Property; (x) compensation
 (including benefits) of any employee of Landlord
 above the grade of Building manager or Building
 engineer; (xi) costs of capital additions, capital
 alterations, capital repairs or capital improvements,
  except those set forth in Section IV.C.1(xiii) above,
 and except as provided in Section IV.C.2(xix) below;
 (xiv) rentals and other related expenses for leasing
 heating, ventilation and air conditioning systems,
 elevators, or other items (except when needed in
 connection with normal repairs and maintenance of the
 Building and/or to an ameliorate an emergency
 condition in the Building) which if purchased, rather
 than rented, would constitute a capital improvement
 not included in Expenses pursuant to this Lease; (xv)
 costs and overhead and profit increment paid to
 Landlord or to subsidiaries or affiliates of Landlord
 for goods and/or services in the Building to the
  extent the same exceeds typical costs and overhead
 and profit increment of such goods and/or services
 rendered by qualified unaffiliated third parties on a
 competitive basis; (xvi) any costs for which Landlord
 has been reimbursed or receives a credit, refund or
 discount; (xvii) costs of signs (other than the
 Building directories) in or on the Building
 identifying the owner of the Building or other
 tenants' signs; (xviii) costs of Landlord's
 earthquake insurance and
 
  -8-
<PAGE>
 flood insurance premiums in excess of those generally
 being charged to institutional owners of other first
 class office buildings in San Mateo County,
 .... ("Comparable Buildings") for such
 insurance; (xix) costs of capital repairs to the
 extent that such repairs are necessary as a result of
  a casualty, except for commercially reasonable
 deductible amounts not exceeding deductible amounts
 ordinarily obtained by institutional owners of
 Comparable Buildings (such deductible amounts shall
 be amortized [including interest on the unamortized
 cost at the Interest Rate] over the useful life of
 the item(s) being repaired, as reasonably determined
 by Landlord); (xx) costs of cleanup, removal and/or
 remediation of any Hazardous Materials (as such term
 is defined in Section V below) in, on or under the
  Property required to comply with Environmental Laws
 which are incurred as a result of (a) the
 introduction by Landlord or any tenant of the
 Property of any such Hazardous Materials in, on or
 under the Property in violation of Environmental Laws
 in effect at the time of such introduction, or (b) as
 a result of the presence of Hazardous Materials in,
 on, or under the Property as of the Commencement
 Date, to the extent such Hazardous Materials are in
 violation of Environmental Laws in effect as of such
 date; (xxi) any costs expressly excluded from
 Expenses elsewhere in this Lease; or (xxii) any other
 expenses which are not specifically identified herein
  as being included in Expenses, where such expenses
 would not normally be treated as a cost of operation
 (to be reimbursed by tenants) by landlords of
 Comparable Buildings.
 
 3. Landlord agrees that since the purpose of Expenses is
 to allow Landlord to require Tenant to pay for the
 Operating Expenses attributable to the Building,
  Property and Premises, Landlord agrees that (a)
 Landlord will not collect or be entitled to collect
 Expenses from Tenant in an amount which is in excess
  of Tenant's pro rata share of the of the Expenses
 actually paid by Landlord in connection with the
 operation of the Building, Property and Premises and
 (b) Landlord shall make no profit from the collection
 of Expenses from tenants of the Building.
 Furthermore, the parties acknowledge that the
 Building consists of both the 4000 Building and the
 4100 Building and that the Expenses are to be
 equitably allocated, to the maximum extent possible,
 between the 4000 Building and the 4100 Building.
 Accordingly, although Expenses shall be determined