Consent by Lessor to Sublease

CONSENT BY LESSOR TO SUBLEASE

RECITALS:

A. Lessee, as lessee under the Lease, and Lessor have executed that certain Lease, dated _________ (the "Lease"), covering those certain premises and related improvements described on Exhibit A attached hereto (the "Premises").

B. Lessee desires to sublease [all] [a portion] of the Premises to _____________ ("Sublessee") and Sublessee desires to accept a sublease in the form attached as Exhibit B (the "Sublease"), and Lessor is willing to consent to the Sublease on the terms and conditions set forth in this Consent.

NOW, THEREFORE, in consideration of the payment by Lessee of Dollars ($ __), payable on or before ______________, 20____ to Lessor, the parties hereby agree as follows:

1. Consent to Sublease. Lessor hereby consents to the Sublease and the transactions contemplated thereby. Lessor’s consent to the Sublease shall not be deemed to be a consent to any other or subsequent assignment or sublease.

2. Continuing Liability. Lessee shall continue to be liable under the Lease, notwithstanding the Sublease.

3. Entire Agreement. This Consent constitutes the entire agreement of Lessor and Lessee pertaining to its subject matter and supersedes any prior or contemporaneous negotiations, representations, agreements and understandings of the parties with respect to such matters, whether written or oral. The parties acknowledge that they have not relied on any promise, representation or warranty, expressed or implied, not contained in this Consent. Parol evidence will be inadmissible to show agreement by and among the parties to any term or condition contrary to or in addition to the terms and conditions contained in this Consent.

4. Interpretation; Amendment. In interpreting the language of this Consent, the Lessor and Lessee shall be treated as having drafted this Consent after meaningful negotiations. The language in this Agreement shall be construed as to its fair meaning and not strictly for or against either party. This Consent may be modified only by a writing signed by Lessor and Lessee.