CADENCE DESIGN SYSTEMS INC
EXHIBIT 10.16
<DOCUMENT>
<TYPE>EX-10.16
<SEQUENCE>6
<FILENAME>f86295exv10w16.txt
<DESCRIPTION>EXHIBIT 10.16
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.16

                                RESIDENTIAL LEASE

        This Residential Lease is entered in as of March 1, 2003 by and between
849 COLLEGE AVENUE, INC., a California corporation ("Landlord"), and KEVIN
BUSHBY and ELIZABETH BUSHBY (collectively "Tenant"). Landlord and Tenant hereby
agree as follows:

1.      PROPERTY: Landlord rents to Tenant and Tenant rents from Landlord, the
real property and improvements described as: _________________________
("Premises"), including the following personal property: all stereo and
television systems and rack to be included, large screen TV in family room and
all satellite dishes and receivers, all window coverings, draperies and washer
and dryer. Tenant acknowledges that all systems and appliances will be received
in "as is" condition.

2.      TERM: The term begins on March 1, 2003 ("Commencement Date") and shall
terminate on February 29, 2004 at 11:59 p.m., subject to Tenant's Options to
extend set forth in Paragraph 35 hereto. Any holding over after the term of this
Lease expires, with Landlord's consent, shall create a month-to-month tenancy
which either party may terminate by giving written notice to the other at least
thirty (30) days prior to the intended termination date. Such notice may be
given on any date. Rent shall be at a rate equal to rent for the immediately
preceding month, unless otherwise notified by Landlord, payable in advance. All
other terms and conditions of this Lease shall remain in full force and effect
during the holdover period.

3.      RENT: Tenant agrees to pay rent ("Rent") at the rate of Seven Thousand
Five Hundred Dollars and 00/100 ($7,500) per month for the initial term of the
Lease. Rent shall be payable in advance no later than the first (1st) day of
each calendar month, and is delinquent on the next day. If the Commencement Date
falls on any day other than the first day of the month, rent shall be prorated
based on a 30-day period and paid in advance. If Tenant has paid one full
month's rent in advance of the Commencement Date, rent for the second calendar
month shall be prorated based on a 30-day period. The rent shall be paid to 849
College Avenue, Inc., at 2655 Seely Avenue, Building 5, San Jose, California
95134 Attention: Cadence Real Estate, or at any other location specified by
Landlord in writing to Tenant.

4.      SECURITY DEPOSIT:

        (a) Tenant agrees to pay Fifteen Thousand Dollars ($15,000) as a
security deposit ("Security Deposit"). All or any portion of the Security
Deposit may be used, as reasonably necessary, to: (1) cure Tenant's default in
payment of Rent, Late Charges, NSF fees, or other sums due; (2) repair damage,
excluding ordinary wear and tear, caused by Tenant or by a guest or licensee of
Tenant; (3) clean the Premises, if necessary, upon termination of tenancy; (4)
replace or return personal property or appurtenances. Subject to Landlord's
offset for nonpayment, the Security Deposit shall not be used by Tenant in lieu
of payment of last month's rent. If all or any portion of the Security Deposit
is used during the tenancy, Tenant agrees to reinstate the Security Deposit to
its full amount within five (5) days after written notice is delivered to
Tenant. Within three (3) weeks after Tenant vacates the Premises, Landlord shall
(1) furnish Tenant an itemized statement indicating the amount of any Security
Deposit received
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and the basis for its disposition, and (2) return any remaining portion of the
Security Deposit to Tenant. No interest will be paid on the Security Deposit,
unless required by local law.

        (b) Notwithstanding the provisions of this Paragraph 4, in the event
that Tenant fails to timely make any payment of Rent or other monetary payment
under this Lease ("Tenant's Monetary Default"), Landlord shall immediately
offset Tenant's Monetary Default against the Security Deposit on the date upon
which Tenant's Monetary Default occurs. If the Security Deposit is insufficient
to offset the amount of Tenant's Monetary Default, Landlord shall offset from
Kevin Bushby's earnings from Cadence Design Systems, Inc. ("Cadence") an amount
equal to Tenant's Monetary Default, on the date upon which Tenant's Monetary
Default occurs. Furthermore, as a condition of this Lease, Tenant shall execute
and deliver to Cadence a Request for Automatic Payment of Rent Through Payroll
Deduction in the form attached hereto as Exhibit A. In the event Kevin Bushby
revokes the agreement authorizing the automatic payment of rent to Landlord via
payroll deduction, or in the event that agreement is otherwise invalidated or
rendered unenforceable, Landlord has the right to, and may at its option,
immediately terminate the Lease.

5.      PARKING: The right to parking is included in the Rent charged pursuant
to Paragraph 3. Driveways or other exterior areas designed for parking are to be
used for parking operable motor vehicles, except for trailers, boats, campers,
buses or trucks (other than pick-up trucks). Parking areas are to be kept clean.
Vehicles leaking oil, gas or other motor vehicle fluids shall not be parked on
the Premises. Mechanical work or storage of inoperable vehicles is not allowed
in parking areas or elsewhere on the Premises.

6.      LATE CHARGE/NSF CHECKS: Tenant acknowledges that either late or
non-payment of Rent or issuance of a non-sufficient funds ("NSF") check may
cause Landlord to incur costs and expenses, the exact amount of which are
extremely difficult and impractical to determine. These costs may include, but
are not limited to, processing, enforcement and accounting expenses. If any
installment of Rent due from Tenant is not received by Landlord on the date due,
or if a check is returned NSF, Tenant shall pay to Landlord, respectively, or
Landlord may immediately deduct from the Security Deposit or Tenant's Cadence
earnings an additional sum of $50.00 as a "Late Charge" and $25.00 as a NSF fee,
either or both of which shall be deemed additional Rent. Landlord and Tenant
agree that these charges represent a fair and reasonable estimate of the costs
Landlord may incur by reason of Tenant's late or NSF payment. Any Late Charge or
NSF fee due shall be paid with the current installment of Rent. Landlord's
acceptance of any Late Charge or NSF fee shall not constitute a waiver as to any
default of Tenant. Landlord's right to collect a Late Charge or NSF fee shall
not be deemed an extension of the date Rent is due under Paragraph 3, nor
prevent Landlord from exercising any other rights and remedies under this Lease,
including, without limitation, under Paragraph 4(b) hereof, or as otherwise
provided by law.

7.      CONDITION OF PREMISES: Tenant has examined the Premises, all furniture,
furnishings, appliances and landscaping, if any, and fixtures, including smoke
detector(s). Tenant is accepting the Premises in "as-is" condition.

8.      NEIGHBORHOOD CONDITIONS: Tenant is advised to satisfy him or herself as
to neighborhood or area conditions, including schools, proximity and adequacy of
law enforcement,


                                       13
<PAGE>
crime statistics, registered felons or offenders, fire protection, other
governmental services, proximity to commercial, industrial or agricultural
activities, existing and proposed transportation, construction and development
which may affect noise, view, or traffic, airport noise, noise or odor from any
source, wild and domestic animals, other nuisances, hazards, or circumstances,
facilities and condition of common areas, conditions and influences of
significance to certain cultures and/or religions, and personal needs,
requirements and preferences of Tenant.

9.      UTILITIES: Tenant agrees to pay for all utilities and services for the
Premises.

10.     OCCUPANTS: The Premises are for the sole use as a personal residence by
the following named persons only: Kevin Bushby, Elizabeth Bushby and family.

11.     MAINTENANCE: Tenant shall properly use, operate, and safeguard the
Premises, including if applicable, any landscaping, furniture, furnishings, and
appliances, and all mechanical, electrical, gas and plumbing fixtures, and keep
them clean and sanitary. Tenant, at all times during the term and at Tenant's
sole cost and expense, shall keep the Premises and every part thereof in good
condition and repair, including, but not limited to, capital repairs and repairs
to and maintenance of the swimming pool. Tenant shall maintain and water the
garden, landscaping, trees, and shrubs. Landlord shall have no obligation to
make any repairs to or undertake any maintenance of the Premises during the
initial or any extension Term of this Lease.

12.     ALTERATIONS: Tenant shall not make any alterations in or about the
Premises without Landlord's prior written consent, including: painting,
wallpapering, adding or changing locks, installing antenna or satellite dish.
Notwithstanding the foregoing, Tenant, at Tenant's sole cost and expense, shall
be permitted to make cosmetic alterations costing less than Ten Thousand Dollars
($10,000) per year without Landlord's prior consent.

13.     KEYS/LOCKS: Tenant will receive prior to the Commencement Date key(s) to
the Premises and remote control device(s) for garage door/gate opener(s), if
applicable. If Tenant re-keys existing locks or opening devices, Tenant shall
immediately deliver copies of all keys to Landlord. Tenant shall pay all costs
and charges related to loss of any keys or opening devices. Tenant may not
remove locks, even if installed by Tenant.

14.     ENTRY: Tenant shall make the Premises available to Landlord or its
representative for the purpose of entering to make necessary or agreed repairs,
decorations, alterations, or improvements, or to supply necessary or agreed
services, or to show the Premises to prospective or actual purchasers, tenants,
mortgagees, lenders, appraisers, or contractors. Landlord and Tenant agree that
twenty-four (24) hours notice (oral or written) shall be reasonable and
sufficient notice. In an emergency, Landlord or its representative may enter the
Premises at any time without prior notice.

15.     SIGNS: Tenant authorizes Landlord to place For Sale/Lease signs on the
Premises during the final sixty (60) days of the term of this Lease.

16.     ASSIGNMENT/SUBLETTING: Tenant shall not sublet all or any part of the
Premises, or assign or transfer this Lease or any interest in it, without the
prior written consent of Landlord,


                                       14
<PAGE>
which consent shall not be unreasonably withheld. Unless such consent is
obtained, any assignment, transfer or subletting of the Premises or this Lease
or tenancy, by voluntary act of Tenant, operation of law, or otherwise, shall be
null and void, and, at the option of Landlord, terminate this Lease. Any
proposed assignee, transferee or sublessee shall submit to Landlord an
application and credit information for Landlord's approval, and, if approved,
sign a separate written agreement with Landlord and Tenant. Landlord's consent
to any one assignment, transfer, or sublease, shall not be construed as consent
to any subsequent assignment, transfer or sublease, and does not release Tenant
of Tenant's obligation under this Lease.

17.     POSSESSION: If Landlord is unable to deliver possession of the Premises
on Commencement Date, such Date shall be extended to date on which possession is
made available to Tenant.

18.     TENANT'S OBLIGATIONS UPON VACATING PREMISES: Upon termination of this
Lease, Tenant shall: (a) give Landlord all copies of all keys or opening devices
to the Premises; (b) vacate the Premises and surrender it to Landlord empty of
all persons; (c) vacate any/all parking and/or storage space; (d) deliver the
Premises to Landlord in the same condition as received on the Commencement Date,
ordinary wear and tear and permitted alterations excepted; (e) clean the
Premises; (f) give written notice to Landlord of Tenant's forwarding address,
and (g) repair any damage to the Premises caused by removal of Tenants' fixtures
and fittings. All improvements installed by Tenant, with or without Landlord's
consent, shall become the property of Landlord upon termination.

19.     BREACH OF CONTRACT/EARLY TERMINATION: In addition to any obligations
established by Paragraph 18, in event of termination by Tenant prior to
completion of the original term of this Lease, Tenant shall also be responsible
for the immediate payment of lost rent, rental commissions, advertising
expenses, and painting costs necessary to ready Premises for re-rental by offset
against the Security Deposit or Tenant's Cadence earnings, if not paid in
advance by Tenant. This Paragraph 19 shall not apply to an early termination
election pursuant to Paragraph 34.

20.     TEMPORARY RELOCATION: Tenant agrees, upon demand of Landlord, to
temporarily vacate the Premises for a reasonable period, to allow for
fumigation, or other methods, to control wood destroying pests or organisms, or
other repairs to the Premises. Tenant agrees to comply with all instructions and
requirements necessary to prepare the Premises to accommodate pest control,
fumigation or other work, including bagging or storage of food and medicine, and
removal of perishables and valuables. Tenant shall only be entitled to a credit
of rent equal to the per diem rent for the period of time Tenant is required to
vacate the Premises.

21.     DAMAGE TO PREMISES: If, by no fault of Tenant, the Premises are totally
or partially damaged or destroyed by fire, earthquake, accident or other
casualty, which render the Premises uninhabitable, either Landlord or Tenant may
terminate this Lease by giving the other written notice. Rent shall be abated as
of date of damage. The abated amount shall be the current monthly rent prorated
on a 30-day basis. If this Lease is not terminated, Landlord shall promptly
repair the damage, and rent shall be reduced based on the extent to which the
damage interferes with Tenant's reasonable use of the Premises. If damage occurs
as a result of an act of


                                       15
<PAGE>
Tenant or Tenant's guests, only Landlord shall have the right of termination,
and no reduction in rent shall be made.

22.     INSURANCE: Tenant's personal property and vehicles are not insured by
Landlord or, if applicable, owner's association, against loss or damage due to
fire, theft, vandalism, rain, water, criminal or negligent acts of others, or
any other cause. Tenant is to carry Tenant's own insurance (Renter's Insurance)
to protect Tenant from any such loss.

23.     WATERBEDS: Tenant shall not use or have waterbeds on the Premises
unless: (a) Tenant obtains a valid waterbed insurance policy; (b) Tenant
increases the security deposit in an amount equal to one-half of one month's
rent; and (c) the bed conforms to the floor load capacity of the Premises.

24.     WAIVER: The waiver of any breach or default shall not be construed as a
continuing waiver of the same or any subsequent breach or default.

25.     NOTICE: Notices may be served by hand, by regular, certified or
registered mail with postage prepaid at the following address, or at any other
location subsequently designated:

        Landlord:                                  Tenant:

        849 College Avenue, Inc.                   ____________________
        2655 Seely Avenue                          ____________________
        San Jose, CA 95134,
        Attn:  Cadence Real Estate

26.     TENANT ESTOPPEL CERTIFICATE: Tenant shall execute and return a tenant
estoppel certificate delivered to Tenant by Landlord or Landlord's agent within
three (3) days after its receipt. The tenant estoppel certificate shall be in
reasonable form and shall acknowledge, among other things, that this Lease is
unmodified and in full force, or in full force as modified, and state, among
other things, the modifications. Failure to comply with this requirement shall
be deemed Tenant's acknowledgment that the tenant estoppel certificate is true
and correct, and may be relied upon by a lender or purchaser.

27.     JOINT AND INDIVIDUAL OBLIGATIONS: If there is more than one Tenant, each
one shall be individually and completely responsible for the performance of all
obligations of Tenant under this Lease, jointly with every other Tenant, and
individually, whether or not in possession.

28.     DATA BASE DISCLOSURE: NOTICE: The California Department of Justice,
sheriff's departments, police departments serving jurisdictions of 200,000 or
more, and many other local law enforcement authorities maintain for public
access a data base of the locations of persons required to register pursuant to
paragraph (1) of subdivision (a) of Section 290.4 of the Penal Code. The data
base is updated on a quarterly basis and a source of information about the
presence of these individuals in any neighborhood. The Department of Justice
also maintains a Sex Offender Identification Line through which inquiries about
individuals may be made. This is a "900" telephone service. Callers must have
specific information about individuals they are


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checking. Information regarding neighborhoods is not available through the "900"
telephone service.

29.     DEFAULT. The occurrence of any one or more of the following events shall
constitute a default of the Lease by Tenant:

        (a)    The vacation or abandonment of the Premises by Tenant.

        (b) The failure by Tenant to make any payment of Rent or any other
payment required to be made by Tenant under this Lease, as and when due.

        (c) The failure by Tenant to observe or perform any of the covenants,
conditions or provisions of this Lease to be observed or performed by Tenant
other than monetary obligations referred to in subparagraph (b), above, where
such failure shall continue for a period of fifteen (15) days after written
notice thereof from Landlord to Tenant; provided, however, that if the nature of
Tenant's noncompliance is such that more than fifteen (15) days are reasonably
required for its cure, then Tenant shall not be deemed to be in default if
Tenant commenced such cure within said fifteen (15) day period and thereafter
diligently pursues such cure to completion. To the extent permitted by law, such
fifteen (15) day notice shall constitute the sole and exclusive notice required
to be given to Tenant under applicable unlawful detainer statutes.

30.     LANDLORD'S REMEDIES. In the event of any default or breach of this Lease
by Tenant, Landlord may at any time thereafter, without notice or demand and
without limiting Landlord in the exercise of any right or remedy which Landlord
may have by reason of such default:

        (a) Terminate Tenant's right to possession of the Premises by any lawful
means, in which case this Lease and the term hereof shall terminate and Tenant
shall immediately surrender possession of the Premises to Landlord. In such
event Landlord shall be entitled to recover by immediate offset against the
Security Deposit or Tenant's Cadence earnings from Tenant all damages incurred
by Landlord by reason of Tenant's default including, but not limited to, the
cost of recovering possession of the Premises; expenses of reletting, including
necessary renovation and alteration of the Premises, reasonable attorneys' fees,
and any real estate commission actually paid; the worth at the time of award by
the court having jurisdiction thereof of the amount by which the unpaid Rent for
the balance of the term after the time of such award exceeds the amount of such
rental loss for the same period that Tenant proves could be reasonably avoided.

        (b) Maintain Tenant's right to possession in which case this Lease shall
continue in effect whether or not Tenant shall have vacated or abandoned the
Premises. In such event Landlord shall be entitled to enforce all of Landlord's
rights and remedies under this Lease, including the right to recover the rent as
it becomes due hereunder. The Landlord has the remedy described in California
Civil Code Section 1951.4.

        (c) Pursue any other remedy now or hereafter available to Landlord under
the laws of the State of California. Unpaid installments of rent and other
unpaid monetary obligations of Tenant under the terms of this Lease shall bear
interest from the date due at the maximum rate then allowable by law.


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<PAGE>
31.     ATTORNEY'S FEES: In any action or proceeding arising out of this Lease,
the prevailing party between Landlord and Tenant shall be entitled to reasonable
attorney's fees and costs.

32.     ENTIRE CONTRACT: Time is of the essence. All prior agreements between
Landlord and Tenant are incorporated in this Lease which constitutes the entire
contract. It is intended as a final expression of the parties' agreement, and
may not be contradicted by evidence of any prior agreement or contemporaneous
oral agreement. The parties further intend that this Lease constitutes the
complete and exclusive statement of its terms, and that no extrinsic evidence
whatsoever may be introduced in any judicial or other proceeding, if any,
involving this Lease. Any provision of this Lease which is held to be invalid
shall not affect the validity or enforceability of any other provision in this
Lease.

33.     AGENCY.  There are no agency relationship(s) for this transaction.

34.     OPTION TO TERMINATE. Landlord or Tenant, upon one hundred eighty (180)
days prior written notice to the other, may terminate this Lease for any cause
and upon the expiration of said one hundred eighty (180) day period, all of
Tenant's right, title and interest in and to the Premises shall forever cease
(including, without limitation, Tenant's rights under Paragraph 35 hereof). Upon
such termination, the provisions of Paragraph 18 of the Lease shall apply.

35.     OPTION(S) TO EXTEND.

        (a) So long as no default exists under the terms of this Lease, Landlord
hereby grants to Tenant the option to extend the term of this Lease for three
(3) additional twelve (12) month periods (each, an "Option", collectively, the
"Options") commencing when the applicable prior term expires upon each and all
of the following terms and conditions:

        (i) To exercise an Option, Tenant must give written notice of such
election to Landlord at least one hundred twenty (120) days prior to the date
that the Option period would commence (the "Option Notice"). If the Option
Notice is not delivered in accordance with the terms of this Lease, the Option
shall automatically expire. Each Option may only be exercised consecutively.

        (ii) Any extension of the term pursuant to an Option ("Option Term")
shall be under the same terms and conditions as provided in this Lease except
for the provisions of this Lease granting the Options and adjustment to the
Rent.

        (iii) The Options are personal to the original Tenant, and cannot be
assigned or exercised by anyone other than said original Tenant and only while
the original Tenant is in full possession of the Premises.

        (iv) The monthly Rent of an Option Term shall be calculated using the
method set forth in subparagraph (b) below.

        (b)    Market Rental Value Adjustments.


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<PAGE>
        (i) On the commencement date of each Option Term, the Rent shall be
adjusted to the Market Rental Value ("MRV") of the Premises. Within fifteen (15)
days of receipt by Landlord of Tenant's Option Notice, Landlord shall select an
appraiser ("Appraiser") with at least ten (10) years of current experience in
the appraisal of similar real property in Santa Clara County, California. The
Appraiser shall hold an MAI designation (or such other designation as may be the
pre-eminent appraisal designation) and shall not have had, within the last five
(5) years previous to such appointment, a legal, business, financial,
professional or personal relationship with either Landlord or Tenant, except in
relation to the determination of prior MRV for this Lease. The Appraiser shall
determine the MRV within thirty (30) days of the date of Tenant's Option Notice.
In determining the MRV, the Appraiser shall be guided by the following
principles: the MRV shall be determined by reference to residential properties
in the Santa Clara County area most comparable to the Premises and shall take
into account, but not be limited to, the size, age and quality of the
improvements. The MRV determined by the Appraiser shall be in writing and shall
become the Rent for the succeeding option term; provided that the new monthly
MRV-based Rent shall not be less than the Rent payable for the month immediately
preceding the rent adjustment. If Tenant is unwilling to pay the Rent as
adjusted by the MRV (or if no adjustment is made in accordance with the
immediately preceding sentence), Tenant shall so notify Landlord within ten (10)
days of receipt of the written determination of the new Rent and the Option (and
all future Option(s)) shall automatically terminate with no further rights and
obligations on either party with respect to the same, and this Lease shall
terminate on the scheduled expiration date. The Landlord shall pay all costs and
expenses of the Appraiser.

36.     OPTION TO PURCHASE.

        (a) Grant. Landlord grants to Tenant an option to purchase the Premises
(the "Purchase Option") on the terms and conditions set forth in this Paragraph
36.

        (b) Purchase Notice. To exercise the Purchase Option, Tenant must give
Landlord written notice exercising the Purchase Option (the "Purchase Notice")
at least one hundred twenty-one (121) days prior to the expiration of the Term
(as the Term may be extended pursuant to Section 35 above). Tenant's delivery to
Landlord of the Purchase Notice shall form an agreement to purchase and sell the
Premises (the "Agreement to Purchase"), which shall consist of the terms and
conditions in this Paragraph 36, as supplemented at Landlord's option by a
standard realtor association form purchase and sale agreement to be mutually
acceptable to the parties, as reasonably modified to acknowledge the use and
occupancy of the Premises by Tenant since the Commencement Date (the "Purchase
and Sale Agreement").

        (c) Appraisal; Fair Market Rent. The purchase price (the "Purchase
Price") to be paid by Tenant to Landlord for the Premises shall be the greater
of (i) $5,500,000, or (ii) the then fair market value (the "Fair Market Value")
of the Premises. The Fair Market Value of the Premises will be determined as
follows. Within fifteen (15) days following the date of Tenant's Purchase
Notice, Landlord and Tenant each shall select an appraiser with the
qualifications set forth in Paragraph 35. If either of the parties fails to
appoint an appraiser within the specified 15-day period, the appraiser timely
appointed shall make the appraisal on his or her own. The two appraisers
appointed hereunder shall timely meet to determine the Fair Market Value of the
Premises based on the most probable price which the Premises should bring in a
competitive and open market in an arms-length transaction with reference to
comparable residential properties in


                                       19
<PAGE>
the Santa Clara County area most comparable to the Premises and taking into
account, without limitation, the size, age and quality of the improvements of
the Premises. The two appraisers shall deliver a written appraisal to the
parties within thirty (30) days following the appointment of the second
appraiser. If the two appraisers are unable to reach agreement during said
30-day period, the two appraisers shall appoint a third appraiser within ten
(10) days. Within fifteen (15) days following the appointment of the third
appraiser, the appraisers shall deliver a written appraisal to the parties,
which appraisal shall be based on the majority opinion of the three appraisers.
All appraisers appointed pursuant to this Paragraph 36 shall have the
qualifications set forth in Paragraph 35 above. Each party shall be responsible
for the cost of the appraiser it appoints and one-half of the cost of the third
appraiser (if one is appointed), except as provided in Paragraph 36(d) below.

        (d) Purchase Price. If the Fair Market Value contained in the appraisal
delivered hereunder is greater than $5,500,000, the Fair Market Value shall be
the Purchase Price of the Premises. In such event and only in such event, Tenant
may elect not to proceed with the purchase of the Premises by giving written
notice to Landlord within fifteen (15) days of receipt of the appraisal. Upon
delivery of such notice, the Purchase Option shall automatically terminate with
no further rights and obligation on either party with respect to the same, other
than Tenant's obligation to reimburse Landlord for Landlord's appraiser costs,
which reimbursable appraiser costs shall constitute additional Rent under this
Lease.

        (e) Close of Purchase Transaction; Payment of Purchase Price. Unless
Tenant elects to cancel the purchase of the Premises pursuant to Paragraph 36(d)
above, the close of the purchase transaction shall occur through an escrow
established by the parties no later than forty-five (45) days following delivery
of the appraisal, unless Landlord and Tenant agree to another closing date. The
Purchase Price for the Premises shall be paid to the appointed escrow holder all
in cash on the close of escrow and shall be reduced by the cost of any cosmetic
or capital improvements made to the Premises by Tenant in accordance with the
terms of this Lease or otherwise approved by the Landlord. This Lease shall
continue in full force and effect up to the close of escrow.

        (f) Personal Nature. The Purchase Option is personal to Tenant and may
not be transferred to, or exercised for the benefit of, any third party. If this
Lease is terminated as a result of a breach or default by Tenant, or if Tenant
transfers this Lease with or without Landlord's written consent, the Purchase
Option shall expire and be of no further force or effect. If Tenant is in breach
or default under this Lease (i) on the date the Purchase Notice is given, or
(ii) on the Closing Date, the same shall constitute a breach or default under
the Agreement to Purchase and, at Landlord's election, Landlord may terminate
the sale of the Premises.

                  [Remainder of page intentionally left blank]




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<PAGE>
    The parties have executed this Lease as of the date first written above.


TENANT:                                           LANDLORD:

                                                  849 COLLEGE AVENUE, INC.
/s/ Kevin Bushby
------------------------
KEVIN BUSHBY
                                                  By:  /s/ R.L. Smith McKeithen
                                                       ------------------------
                                                          R.L. Smith McKeithen
/s/ Elizabeth Bushby                              Its:  Secretary
------------------------                               ------------------------
ELIZABETH BUSHBY






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                                    EXHIBIT A

         REQUEST FOR AUTOMATIC PAYMENT OF RENT THROUGH PAYROLL DEDUCTION



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</TEXT>
</DOCUMENT>
