Sample Business Contracts

for
Scottsdale Technology Center
14455, 14555, 14505 North Hayden Road
Scottsdale, Arizona 85260

Landlord

and

Tenant

OFFICE LEASE

     THIS OFFICE LEASE (the "Lease") is entered into by Landlord and Tenant as described in the following Basic Lease Information as of the Date which is set forth for reference only in the following Basic Lease Information.

     Landlord and Tenant agree:

ARTICLE 1. BASIC LEASE INFORMATION

     THE FOLLOWING BASIC LEASE INFORMATION IS A PART OF THIS LEASE, BUT DOES NOT CONSTITUTE THE ENTIRE LEASE. TENANT ACKNOWLEDGES THAT IT HAS READ ALL OF THE PROVISIONS CONTAINED IN THE ENTIRE LEASE AND ALL EXHIBITS WHICH ARE A PART THEREOF AND AGREES THAT THIS LEASE, INCLUDING THE BASIC LEASE INFORMATION AND ALL EXHIBITS, REFLECTS THE ENTIRE UNDERSTANDING AND REASONABLE EXPECTATIONS OF LANDLORD AND TENANT REGARDING THE PREMISES. TENANT ALSO ACKNOWLEDGES THAT IT HAS HAD THE OPPORTUNITY TO REVIEW THIS LEASE PRIOR TO EXECUTION WITH LEGAL COUNSEL AND SUCH OTHER ADVISORS AS TENANT DEEMS APPROPRIATE.

     In addition to the terms which are defined elsewhere in this Lease, the following defined terms are used in this Lease:

If any other provision of this Lease contradicts any definition of this Article, the other provision will prevail.

The following exhibits are attached to this Lease and are made parts of this Lease:

EXHIBIT "A" — The Premises
EXHIBIT "B" — Legal Description of the Land
EXHIBIT "C" — Work Letter
EXHIBIT "D" — Rules and Regulations

ARTICLE 2: AGREEMENT

Landlord leases the Premises to Tenant, and Tenant leases the Premises from Landlord, according to this Lease.

ARTICLE 3. TERM, DELIVERY AND ACCEPTANCE OF PREMISES

3.1 General. The duration of this Lease will be the Term. The Term will commence on the Commencement Date and will expire on the Expiration Date.

3.2 Delivery of Possession. Landlord will construct or install in the Premises the improvements to be constructed or installed by Landlord according to the Work Letter attached to this Lease as Exhibit "C" (the "Work Letter"). Landlord will be deemed to have delivered possession of the Premises to Tenant when Landlord has given Tenant notice that the improvements will be substantially completed within ten (10) days of the date of such notice, subject to only the completion of Landlord"s "punch list" items which do not materially interfere with Tenant"s use and enjoyment of the Premises.

3.3 Failure to Deliver Possession. If, for any reason, Landlord cannot deliver possession of the Premises to Tenant on the Commencement Date:

     (a) This Lease will not be void or voidable; and

     (b) Landlord will not be liable to Tenant for any resultant loss or damage; and

     (c) If delivery of possession of the Premises to Tenant on the Commencement Date is delayed by Landlord, (i) Rent will be waived for the period between the original Commencement Date and the date on which Landlord delivers possession of the Premises to Tenant, (ii) the original Commencement Date and Expiration Date will be extended automatically one day for each day of delay after the original Commencement Date and before delivery of possession, and (iii) Landlord and Tenant will execute a certificate of the new Commencement Date and Expiration Date promptly after delivery of possession.

3.4 Early Entry. If Tenant is permitted entry to the Premises prior to the Commencement Date for the purpose of installing fixtures or any other purpose permitted by Landlord, such early entry will be at Tenant"s sole risk and subject to all the terms and provisions of this Lease as though the Commencement Date had occurred, except for the payment of Monthly Rent which will commence on the Commencement Date. Tenant, its agents or employees, will not interfere with or delay Landlord completion

of construction of the improvements. All rights of Tenant under this Section 3.4 will be subject to the requirements of all applicable building codes and zoning requirements so as not to interfere with Landlord"s obtaining a certificate of occupancy for the Premises. Landlord has the right to impose such additional conditions on Tenant"s early entry as Landlord, in its sole discretion, deems appropriate, and will further have the right to require that Tenant execute an early entry agreement containing such conditions prior to Tenant"s early entry.

3.5 Condition of the Premises. Prior to the Commencement Date, Tenant will conduct a walk-through inspection of the Premises with Landlord and prepare a punch-list of items needing additional work by Landlord. Other than the items specified in the punch-list, by taking possession of the Premises, Tenant will be deemed to have accepted the Premises in their condition on the date of delivery of possession. The punch-list will not include any damage to the Premises caused by Tenant"s move-in or early access, if permitted. Damage caused by Tenant will be repaired or corrected by Landlord, at Tenant"s expense. Tenant acknowledges that neither Landlord nor its agents or employees have made any representations or warranties as to the suitability or fitness of the Premises for the conduct of Tenant"s business or for any other purpose, nor has Landlord or its agents or employees agreed to undertake any alterations or construct any Tenant improvements to the Premises except as expressly provided in this Lease and the Work Letter. If Tenant fails to submit a punch-list to Landlord prior to the Commencement Date, it will be deemed that there are no items needing additional work or repair. Landlord"s contractor will complete all reasonable punch-list items within thirty (30) days after the walk-through.

3.6 Adjustments Upon Completion. As soon as practicable, upon completion of the improvements in accordance with the Work Letter, Landlord will notify Tenant of the Rentable Area of the Premises, the Rentable Area of the Building, Monthly Rent, and Tenant"s Share, if such information was not previously determinable by Landlord. At Landlord"s request, Tenant will promptly execute a certificate confirming such information.

ARTICLE 4. MONTHLY RENT, RENTAL ADJUSTMENT AND CONVERSION

4.1 Monthly Rent. Throughout the Term of this Lease, Tenant will pay Monthly Rent to Landlord as rent for the Premises. Monthly Rent will be paid in advance, on or before the first day of each calendar month of the Term. If the Term commences on a day other than the first day of a calendar month, the Monthly Rent will be appropriately prorated by Landlord for such month. If the Term commences on a day other than the first day of a calendar month, then prorated Monthly Rent for such month will be paid on or before the first day of the Term. Monthly Rent will be paid to Landlord, without notice or demand, and without deduction or offset, in lawful money of the United States of America at Landlord"s Address, or to such other person or at any other place as Landlord may from time to time designate in writing.

ARTICLE 5. OPERATING EXPENSES

5.1 General: This Lease shall be deemed a modified full service lease and Tenant shall do all acts and make all payments pro-rata, connected with or arising out of any increase of operating expenses for Scottsdale Technology Center over Tenant"s expense base, in addition to Tenant"s base rent. This includes, without limitation, all taxes and assessments, and any increases

in all taxes and assessments, whether now or hereafter existing, levied or imposed on Landlord or Tenant, and whether foreseen or unforeseen. In addition to Monthly Rent, Tenant will pay Tenant"s Monthly Share of the Increased Current Operating Expenses of Scottsdale Technology Center. Landlord agrees to cap the annual increases of the "Controllable Expenses ("Controllable Expenses" shall be defined as every expense set forth below except for all utilities, all insurance and all taxes which shall be excluded) at five percent (5.0%) per year on a cumulative basis.

As used in this Lease, the term "Operating Expenses" includes:

(a) all reasonable costs of management, operation and maintenance of the Project, including without limitation, real and personal property taxes and assessments (and any tax levied in whole or in part in lieu of or in addition to real property taxes), wages, salaries and compensation of employees, consulting, accounting, legal and janitorial, maintenance, guard and other services, management fees (charged by Landlord, any affiliate of Landlord, or any other entity managing the Project), reasonable reserves for Operating Expenses, that part of office rent or rental value of space in the Project used by Landlord to manage, operate and maintain the Project or furnished by Landlord to enhance the management, operation or maintenance of the Project, power, water, waste disposal and other utilities, materials and supplies, maintenance and repairs, insurance obtained with respect to the Project, depreciation on personal property and equipment (which is or should be capitalized on the books of Landlord), and any other costs, charges, and expenses which under generally accepted accounting principles, would be regarded as management, maintenance and operating expenses; and

(b) the cost (amortized over such period as Landlord will reasonably determine) together with interest at the greater of (i) the Prime Rate prevailing plus two percent (2%) or (ii) Landlord"s borrowing rate for such capital improvements plus two percent (2%), on the unamortized balance of any capital improvements which are made to the Project by Landlord (A) for the purposes of reducing Operating Expenses, or (B) after the Date and which were required under any governmental law or regulation that was not applicable to the Project at the time it was constructed and which are not a result of the nature of Tenant"s use of the Premises.

The Operating Expenses will not include: (1) depreciation on the Project (other than depreciation on personal property, equipment, window coverings on exterior windows provided by Landlord and carpeting in public corridors and common areas); (2) costs of improvements made for tenants of the Project; (3) finders fees and real estate brokers" commission; (4) mortgage principal or interest; and (5) capital items other than those referred to in clause (b), above.

Tenant acknowledges that Landlord has not made any representation or given Tenant any assurances that the Operating Expenses will equal or approximate any actual amount per square foot of Rentable Area of the Premises, for any calendar year during the Term.

5.2 Estimated Payments: In addition to Monthly Rent, Tenant will pay to Landlord on the first day of each month during the Term one-twelfth (1/12) of Landlord"s estimate of the Additional Rent payable by Tenant pursuant to Section 5.1, above, during the subject calendar year or partial calendar year (the "Additional Rent"). The Additional Rent is subject to revision according to the further provisions of this Section 5.2 and Section 5.3, below. During December of each calendar year, or as soon after December as practicable, Landlord will give Tenant written notice of Additional Rent for the ensuing calendar year. On or before the first day of each month during the ensuing calendar year, Tenant will pay to Landlord one-twelfth (1/12) of the Additional Rent; however, if such notice is not given in December, Tenant will continue to pay on the basis of the prior year"s Additional Rent until the month after such notice is given. In the month Tenant first pays Landlord"s new Additional Rent, Tenant will pay to Landlord the difference between the new Additional Rent estimate and the amount payable to Landlord for the prior year"s Additional Rent, for each month which has elapsed since December. If, at any time or times it reasonably appears to Landlord that the amount payable under Section 5.1 above, for the current calendar year will vary from the Additional Rent, Landlord may, by written notice to Tenant, revise the Estimate Operating Expenses for such year, and subsequent payments by Tenant for such year will be based upon Landlord"s reasonably revised estimate.

5.3 Annual Settlement. Within one hundred twenty (120) days after the end of each calendar year or as soon after such one hundred twenty (120) day period as practicable, Landlord will deliver to Tenanta statement of amounts payable under Section 5.1, above, for such calendar year prepared and certified by Landlord. Such certified statement will be final and binding upon Landlord within thirty (30) days after it is given to Tenant. If such statement shows an amount owing by Tenant that is less than the estimated payments previously made by Tenant for such calendar year, the excess will be held by Landlord and credited against the next payment of Rent; however, if the Term has ended and Tenant was not in default at its end, Landlord will refund the excess payment previously made by Tenant for such calendar year, if such statement shows a balance due from Tenant, Tenant will pay the deficiency to Landlord within thirty (30) days after the delivery of such statement. Tenant may review Landlord"s records of the Operating Expenses, at Tenant"s sole cost and expense, at the place Landlord normally maintains such records during Landlord"s normal business hours.

5.4 Final Proration. If this Lease ends on a day other than the last day of a calendar year, the amount of increase (if any) in the Operating Expenses payable by Tenant applicable to the calendar year in which this Lease ends will be calculated on the basis of the number of days of the Term falling within such calendar year and Tenant"s obligation to pay the amount so determined will survive the end of this Lease.

5.5 Other Taxes. Tenant will reimburse Landlord upon demand for any and all taxes payable by Landlord (other than net income taxes) whether or not now customary or within the contemplation of Landlord and Tenant:

(a) upon, measured by or reasonably attributable to the cost or value of Tenant"s equipment, furniture, fixtures and other personal property located in the Premises or by the cost or value of any leasehold improvements made in or to the Premises by or for Tenant, regardless of whether title to such improvements

is in Tenant or Landlord;

(b) upon or measured by Rent, including without limitation, any gross income tax or excise tax levied by the Federal government or any other governmental body with respect to the receipt of Rent;

(c) upon or with respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises or any portion of the Premises; and

(d) upon this transaction or any document to which Tenant is a party creating or transferring an interest or an estate in the Premises.

If it is not lawful for Tenant to reimburse Landlord, the Rent payable to Landlord under this Lease will be revised to yield to Landlord the same net rental after the imposition of any such tax upon Landlord as would have been payable to Landlord prior to the imposition of any such tax.

     Tenant will pay promptly when due all personal property taxes on Tenant"s personal property in the Premises and any other taxes payable by Tenant, the non-payment of which might give rise to a lien on the Premises or Tenant"s interest in the Premises.

5.6 Rent Payable. Amounts payable by Tenant as provided herein, will be payable as Rent without deduction or offset. If Tenant fails to pay any amounts due, Landlord will have all the rights and remedies available to it on account of Tenant"s failure to pay Rent.

6.1 Landlord"s Insurance. At all times during the Term, Landlord will carry and maintain:

(a) fire and extended coverage insurance covering the Project, parking structure(if any), the Building"s equipment and common area furnishings, and leasehold improvements in the Premises to the extent of the Tenant Finish Allowance (as that term is defined in the Work Letter); and

(b) public liability and property damage insurance; and

(c) such other insurance as Landlord determines from time to time.

The insurance coverages and amounts in this Section 6.1 will be determined by Landlord.

6.2 Tenant"s Insurance. At all times during the Term, Tenant will carry and maintain, at Tenant"s expense, the following insurance, in the amounts specified below or such other amounts as Landlord may from time to time reasonably request, with insurance companies and on forms satisfactory to Landlord:

(a) public liability and property damage liability insurance, with a combined single occurrence limit of not less than $3,000,000.00. All such insurance will specifically include without limitation, contractual liability coverage for the performance by Tenant of the indemnity agreements set forth in Article 21 of this Lease, below; and

(b) insurance covering all of Tenant"s equipment, trade fixtures, appliances, furniture, furnishings and personal property from time to time in, on or upon the Premises, and any leasehold improvements to the Premises in excess of the Tenant Finish Allowance, in an amount not less than the full replacement cost without deduction for depreciation from time to time during the term of this Lease, providing protection against all perils included within the classification of fire, extended coverage, vandalism, malicious mischief, special extended peril (all risk), boiler, flood, glass breakage and sprinkler leakage. All policy proceeds will be used for the repair or replacement of the property damaged or destroyed, however, if this Lease ceased under the provisions of Article 18 below, Tenant will be entitled to any proceeds resulting from damage to Tenant"s equipment, trade fixtures, appliances, furniture, furnishings, and personal property, and Landlord will be entitled to all other proceeds; and

(c) workmen"s compensation insurance insuring against and satisfying Tenant"s obligations and liabilities under the workmen"s compensation law of the state in which the Premises are located.

6.3 Forms of the Policies. All policies of insurance which Tenant is obligated to maintain according to this Lease (other than any policy of workmen"s compensation insurance) will name Landlord and such other persons or firms as Landlord specifies from time to time as additional insured. Original or copies of original policies (together with copies of the endorsements naming Landlord, and any others specified by Landlord as additional insured) and evidence of the payment of all premiums of such policies will be delivered to Landlord prior to Tenant"s occupancy of the Premises and from time to time at least thirty (30) days prior to the expiration of the term of each such policy. All public liability and property damage liability insurance policies maintained by Tenant will contain a provision that Landlord and any other additional insured will be entitled to recover under such policies for any loss sustained by them, their agents and employees as a result of the acts or omissions of Tenant. All such policies maintained by Tenant will provide that they may not be terminated or amended except after thirty (30) days" prior written notice to Landlord. All public liability, property damage, liability and casualty policies maintained by Tenant will be written as primary policies, not contributing with and not supplemental to the coverage that Landlord may carry. Insurance required to be maintained by Tenant by this Article 6 may be subject to a deductible of up to $1,000.00.

6.4 Waiver of Subrogation. Except as otherwise provided herein, Landlord and Tenant each waive any and all rights to recover against the other or against any other Tenant or occupant of the Project, or against the officers, directors, shareholders, partners, joint venturers, employees, agents, customers, invitees or business visitors of such other party or of such other Tenant or occupancy of the Project, for any loss or damage to such waiving party arising from any cause covered by any insurance required by such party pursuant to this Article 6 or any other insurance actually carried by such party to the extent of the limits of such policy. Landlord and Tenant, from time to time, will cause their respective insurers to issue appropriate waiver of subrogation rights endorsements to all policies of insurance carried in connection with the Projector the Premises claiming by, under or through Tenant to execute and deliver to Landlord such a waiver of claims and to obtain such waiver of subrogation rights endorsements.

6.5 Adequacy of Coverage. Landlord, its agents and employees, make no representation that the limits of liability specified to be carried by Tenant pursuant to this Article 6 are adequate to protect Tenant. If Tenant believes that any of such insurance coverage is inadequate, Tenant will obtain such additional insurance coverage as Tenant deems adequate, at Tenant"s sole expense.

ARTICLE 7. USE

The premises will be used only for general office purposes. Tenant will not: do or permit to be done in or about the premises, or bring to, keep or permit to be brought or kept in the Premises, anything which is prohibited by or will in any way conflict with any law, statute, ordinance or governmental rule or regulation which is now in force or which may be enacted or promulgated after the Date, do or permit anything to be done in or about the Premises which will in any way obstruct or interfere with the rights of other tenants of the Building or Project, or injure or annoy them; use or allow the Premises to be used for any improper, immoral, unlawful or objectionable purpose; cause, maintain or permit any nuisance in, on or about the Premises or commit or allow to be committed any waste in, on or about the Premises; construct, excavate, trench, dig, or improve any portion of the common areas of the Project.

ARTICLE 8. REQUIREMENTS OF LAW: FIRE INSURANCE AND HAZARDOUS MATERIALS

8.1 General. At its sole cost and expense Tenant will promptly comply with all laws, statutes, ordinances and governmental rules, regulations or requirements now in force or in force after the Date, with the requirements of any board of free underwriters or other similar body constituted now or after the Date, with any direction or occupancy certificate issued pursuant to any law by any public officer or officers, as well as the provisions of all recorded documents affecting the Premises, insofar as they relate to the condition, use or occupancy of the Premises, excluding requirements of structuralchanges or changes outside the Premises unless related to (a) Tenant"s acts, (b) Tenant"s business, (c) Tenant"s use of the Premises, or (d) improvements made by or for Tenant.

8.2 Hazardous Materials. Tenant will not generate, manufacture, receive, transport from, store, use or dispose of any Hazardous Material in, on or about the Premises or the Project. For the purpose of this Section 8.2, Hazardous Materials shall include but not be limited to substances defined as "hazardous substances," "hazardous materials," or "toxic substances," in the Comprehensive Environmental Response, Compensation and Liability Act of Materials Transportation Act, 49 U.S.C. Section 1901, et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq.; and those substances defined as "hazardous wastes" in the Arizona Revised Statues Section 36-3501(16). Tenant will be solely responsible for and will defend, indemnify and hold Landlord, its agents and employees harmless from and against all claims, costs and liabilities, including attorneys" fees and costs, arising out of or in connection with Tenant"s breach of its obligations under this Section 8.2. Tenant will be solely responsible for and will defend, indemnify and hold Landlord, its agents and employees harmless from and against any and all claims, costs, liabilities and damage, including attorneys" fees and costs, arising out of or in connection with the removal, cleanup, remediation and restoration work and materials necessary to return the Premises and any other property of whatever nature located on the Project to their condition existing prior to the appearance of Tenant"s Hazardous Materials on the premises. Tenant will pay to Landlord upon demand an amount equal to any permanent damage to the real property or buildings. Tenant is liable for all damages under the Law.

     (a) If Tenant shall become aware of or receive notice or other communication concerning any actual, alleged, suspected or threatened violation of any applicable present and future statutes, regulations, rules, ordinances, codes, licenses, permits, orders, approvals, plans, authorizations, concessions, and similar items, of all governmental agencies, departments, commissions, boards, bureaus or instrumentalities of the United States, states and political subdivisions thereof relating to the protection of human health or the environment (collectively, "Environmental Laws"); or if Tenant should become aware of or receive notice or other communication concerning any factual, alleged, suspected communication concerning any factual, alleged, suspected or threatened liability for a violation of the Environmental Laws in connection with the Property or the past or present activities of any person thereon, including but not limited to notice or other communication concerning any actual or threatened investigation, inquiry, lawsuit, claim, citation, directive, summons, proceedings, complaint, notice, order, writ or injunction, then Tenant shall deliver to Landlord, within ten (10) days of the receipt of such notice or communication by Tenant, a written description of said violation, liability, or actual or threatened event or condition, together with copies of any documents evidencing same. Receipt of such notice shall not be deemed to create any obligation on the part of Landlord to defend or otherwise respond to any such notification.

     (b) Tenant shall not initiate communications with or provide information to any party other than Landlord regarding any hazardous materials without Landlord"s prior written approval, unless required by law or imminent emergency posing a substantial endangerment to human health, in which event Tenant shall provide notice of such communication or disclosure to Landlord as soon as reasonably possible.

8.3 Certain Insurance Risks. Tenant will not do or permit to be done any act or things upon the Premises or the Project which would (a) jeopardize or be in conflict with fire insurance policies covering the Project and fixtures and property in the Project, or (b) increase the rate of fire insurance applicable to the Project to an amount higher than it otherwise would be for general office

use of the Project, or (c) subject Landlord to any liability or responsibility for injury to any person or persons or to property by reason of any business or operation being carried on upon the Premises.

9.1 General. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, covenants that it will not assign, mortgage or encumber this Lease, nor sublease, nor permit the Premises or any part of the Premises to be used or occupied by others, without the prior written consent of Landlord in each instance. Any assignment or sublease in violation of this Article 9 will be void. If this Lease is assigned, or if the Premises or any part of the Premises are subleased or occupied by anyone other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, subtenant or occupant, and apply the new amount collected to Rent. No assignment, sublease, occupancy or collection will be deemed a waiver of the provisions of this Section 9.1, and acceptance by Landlord of the assignee, subtenant or occupant as Tenant, shall not release Tenant from the further performance by Tenant of covenants on the part of Tenant contained in this Lease. The consent by Landlord to an assignment or sublease will not be construed to relieve Tenant from obtaining Landlord"s prior written consent in each instance.

9.2 Landlord"s Right to Recapture. If Tenant desires to assign all or part of this Lease or to sublease all or any portion of the Premises, Tenant will first submit to Landlord the documents described in Section 9.3, below, and will offer in writing, (a) with respect to a prospective assignment, to assign this Lease to Landlord without any payment of money or other consideration for such assignment, or (b) with respect to a prospective sublease, to sublease to Landlord the portion of the Premises involved ("Leaseback Area") for the term specified by Tenant in its offer and at the lower of (i) Tenant"s proposed sub-rental or (i) the rate of Monthly Rent and Additional Rent then in effect according to this Lease, and on the same terms, covenants and conditions contained under Lease and applicable to the Leaseback Area. The offer will specify the date when the Leaseback Area will be made available to Landlord. That date will not be earlier than thirty (30) days nor later than one hundred eighty (180) days after the date of Landlord"s acceptance of the offer. If an offer of sublease is made, it will also specify the term of the proposed sublease except that if the proposed sublease will result in all or substantially all of the Premises being subleased, then Landlord will have the option to extend the term of the proposed sublease for the balance of the Term of this Lease less one (1) day.

     Landlord will have thirty (30) days from the receipt of the offer either to accept or reject it. If Landlord accepts the offer, Tenant will then execute and deliver to Landlord, or to anyone designated or named by Landlord, an assignment or sublease, as the case may be, in either case in a form reasonably satisfactory to Landlord"s counsel.

     If such a sublease is made to Landlord or its designee, such sublease will expressly:

(a) permit Landlord to make further subleases of all or any part of the Leaseback Area and to make and authorize any and all changes, alterations, installations and improvements in such space as Landlord deems necessary for such subletting, at Landlord"s expense;

(b) provide that Tenant will permit reasonably appropriate means of ingress to and egress from the Leaseback Area at all times;

(c) negate any intention that the estate created under such sublease be merged with any other estate held by Landlord or Tenant;

(d) provide that Landlord will accept the Leaseback Area "as is" except that Landlord, at Tenant"s expense, will perform all such work and make all such alterations as may be required physically to separate the Leaseback Area from the remainder of the Premises and to permit lawful occupancy; and

(e) provide that at the expiration of the term of such sublease, Tenant will accept the Leaseback Area as may be reasonably necessary to preserve the Leaseback Area in good order and condition, ordinary wear and tear excepted.

     Performance by Landlord, or its designee, under a sublease of the Leaseback Area will be deemed performance by Tenant of any similar obligation under this Lease. Tenant will not be liable for any default under this Lease or deemed to be in default under this Lease if such default is occasioned by or arises from any act or omission of any occupant holding under or pursuant to any such sublease.

9.3 Submission of Information. If Tenant requests Landlord"s consent to a specific assignment or subletting, Tenant will submit in writing to Landlord (a) the name and address of the proposed assignee or subtenant, (b) a counterpart of the proposed agreement of assignment or sublease, (c) reasonably satisfactory information as to the nature and character of the business of the proposed assignee or subtenant, and as to the nature of its proposed use of the space, and (d) banking, financial or other credit information reasonably sufficient to enable Landlord to determine the financial responsibility and character of the proposed assignee or subtenant.

9.4 Consent Not to be Unreasonably Withheld. If Landlord does not accept Tenant"s offer within thirty (30) days after receipt of it, as provided in Section 9.2, above, then Landlord will not unreasonably withhold or delay its consent to Tenant"s request for consent to such specific assignment or sublease if the conditions in Section 9.3, above, and all of the following conditions are satisfied:

     (a) The proposed transferee is at least as credit worthy as Tenant when Tenant entered into this Lease, and satisfied Landlord"s then-current credit standards for tenants of the Building, and in Landlord"s opinion has the financial strength and stability to perform all obligations under this Lease to be performed by Tenant as and when they fall due.

(b) The proposed transferee will make use of the Premises which in Landlord"s opinion (i) is lawful, (ii) is consistent with the permitted use of the Premises under this Lease, (iii) is consistent with the general character of business carried on by tenants of a first class office building, (iv) does not conflict with any exclusive rights or covenants not to compete in favor of any other Tenant or proposed Tenant in the Project, (v) will not increase the likelihood of damage or destruction, (vi) will not increase the rate of wear and tear to the Premises, Building common facilities, or Project, (vii) will not likely cause an increase in insurance premiums for insurance policies applicable to the Project, and (viii) will not require Tenant improvements incompatible with then existing Building or Project systems and components.

(c) Tenant pays Landlord"s reasonable attorneys" fees and costs incurred in connection with negotiation, review and processing of the transfer, plus a processing fee not to exceed $500,00 for each such request.

(d) Landlord is paid any increase in the Security Deposit required by Landlord and permitted by law.

(e) The proposed transferee has demonstrated to the reasonable satisfaction of Landlord that it has good character, moral stability and good reputation in the general business community.

(f) At the time of the proposed transfer, there is no Event of Default under this Lease.

(g) The proposed transferee is not a tax-exempt entity as defined in the Internal Revenue Code of 1986, as amended.

(h) At least 75% of the Rentable Area of the Building is leased to paying tenants.

(i) The transfer will not otherwise have or cause a material adverse impact on Landlord"s interests, the Building, the Premises or the Project.

(j) If Landlord consents to the proposed assignment or sublease, Tenant complies with the further provisions of Sections 9.5 and 9.6, below.

Tenant shall have the burden of demonstrating that each of the foregoing conditions is satisfied.

9.5 Form of Assignment or Sublease. If Landlord consents to a proposed assignment or sublease, Landlord will give Tenant"s form of assignment or sublease, as the case may be, which is acceptable to Landlord and will provide, among other things, that Tenant will remain liable under this Lease. Any sublease will provide, among other things, that the subtenant will comply with all applicable terms and conditions of this Lease. Any assignment will contain, among other things, an assumption by the assignee of all of the terms, covenants and conditions which this Lease requires Tenant to perform. Landlord"s consent will not be effective unless and until Tenant (a) delivers to Landlord an original duly executed assignment or sublease, as the case may be, in the form provided by Landlord, and (b) pays Landlord the amounts required under Section 9.4(c), above.

9.6 Payments to Landlord. If Landlord consents to a proposed assignment or sublease, then Landlord will have the right to require Tenant to pay to Landlord a sum equal to: (a) any rent or other consideration paid to Tenant by any proposed transferee which (after deducting the costs of Tenant, if any, in effecting the assignment or sublease, including reasonable alteration costs, commissions and legal fees) is in excess of the Rent allocable to the transferred space which is then being paid by Tenant to Landlord pursuant to this Lease; and (b) any other profit or gain (after deducting any necessary expenses incurred) realized by Tenant from any such sublease or assignment. All such sums payable will be payable to Landlord at the time the next payment of Monthly Rent is due.

9.7 Prohibited Transfers.

(a) Tenant will not offer to assign the Lease or sublet the Premises at a rate of Rent lower than that which is then being paid by Tenant to Landlord.

(b) The transfer of a majority of the issued and outstanding capital stock of any corporate Tenant or subtenant of this Lease or a majority of the total interest in any partnership Tenant or subtenant, however accomplished, and whether in a single transaction or in a series of related or unrelated transactions, will be deemed an assignment of this Lease or of such sublease requiring Landlord"s consent in each instance. For purposes of this Article 9, the transfer of outstanding capital stock of any corporate Tenant will not include any sale of such stock by persons (other than those deemed "insiders" within the meaning of the Securities Exchange Act of 1934, as amended) effected through "over-the-counter-market" or through any recognized stock exchange.

9.8 Permitted Transfer. Subject to Sections 9.5, 9.6 and 9.10, Landlord consents to an assignment of this Lease, or sublease of all or part of the Premises, to a wholly-owned subsidiary of Tenant or the parent of Tenant or to any corporation into or with which Tenant may be merged or consolidated.

9.9 Limitation on Remedies. Tenant will not be entitled to make, nor will Tenant make, any claim, and Tenant by this Section 9.9 waives any claim, for money damages (nor will Tenant claim any money damages by way of set-off, counterclaim or defense) based upon any claim or assertion by Tenant that Landlord has unreasonably withheld or unreasonably delayed its consent or approval to a proposed assignment or subletting as provided for in this Section. Tenant"s sole remedy will be an action or proceeding to enforce any such provision, or for specific performance, injunction, or declaratory judgment.

9.10 Consent of Mortgage. Any transfer for which consent is required of any party having a mortgage, deed of trust or other encumbrance on, or of any lessor under any ground or underlying lease of, all or any part of the Project shall not be effective unless and until such consent is given.

ARTICLE 10. RULES AND REGULATIONS.

     Tenant and its employees, agents, licensees and visitors will at all times observe faithfully, and comply strictly with, the rules and regulations set forth on Exhibit "D". Landlord may from time to time reasonably amend, delete or modify existing rules and regulations, or adopt reasonable new rules and regulations for the use, safety, cleanliness and care of the Premises, the Building, and the Project, and the comfort, quiet enjoyment and convenience of occupants of the Project. Modifications or additions to the rules and regulations will be effective upon notice to Tenant from Landlord. In the event of any breach of any rules or regulations or any amendments or additions to such rules and regulations, Landlord will have all remedies which this Lease provides for default by Tenant, and will, is addition, have any remedies available at law or in equity, including the right to enjoin any breach of such rules and regulations. Landlord will not be liable to Tenant for violations such rules and regulations by any other Tenant, its employees, agents, visitors or licensees or any other person. In the event of any conflict between the provisions of this Lease and the rules and regulations, the provisions of this Lease will govern.

ARTICLE 11. COMMON AREAS

     As used in this Lease, the term "common areas" means, without limitation, the hallways, entryways, parking areas, driveways, walkways, terraces, loading areas, trash facilities and all other areas and facilities in the Project which are provided and designated from time to time by Landlord for the general nonexclusive use and convenience of Tenant with Landlord and other tenants of the Project and their respective employees, invitees, licensees or other visitors. Landlord grants Tenant, its employees, invitees, licensees and other visitors a nonexclusive license for the Term to use the common areas in common with others entitled to use the common areas, subject to the terms and conditions of this Lease. Without advance notice to Tenant (except with respect to matters covered by Subsection (a) below) and without any liability to Tenant in any respect, Landlord will have the right to:

     (a) establish and enforce reasonable rules and regulations concerning the maintenance, management, use and operation of the common areas;

     (b) close off any of the common areas to whatever extent required in the opinion of Landlord and its counsel to prevent a dedication of any of the common areas or the accrual of any rights by any person or the public to the common areas, provided such closure does not deprive Tenant of the substantial benefit and enjoyment of the Premises;

     (c) temporarily close any of the common areas for maintenance, alteration or improvement purposes;

     (d) select, appoint or contract with any person for the purpose of operating and maintaining the common areas, on such terms and conditions as Landlord deems reasonable;

     (e) change the size, use, shape or nature of any such common areas, provided such change does not deprive Tenant of the substantial benefit and enjoyment of the Premises. So long as Tenant is not thus deprived of the substantial use and benefit of the Premises, Landlord will also have the right at any time to change the arrangement or location of, or both, or to regulate or eliminate the use of any concourse, parking spaces, toilets or other public conveniences in the Project, without incurring any liability to Tenant or entitling Tenant to any abatement of rent and such action will not constitute an actual or constructive eviction of Tenant; and

     (f) erect one or more additional building on the common areas, expand the existing Building or other buildings to cover a portion of the common areas, convert common areas to a portion of the Building (excluding the Premises) or other buildings to common areas. Upon erection of any additional buildings or change in common areas, the portion of the Project upon which buildings or structures have been erected will no longer be deemed to be a part of the common areas. In the event of any such changes in the size or use of the Building or common areas of the Building or Project, Landlord may make an appropriate adjustment in the Rentable Area of the Building or the Building"s pro rata share of exterior common areas of the Project, as appropriate, and a corresponding adjustment to Tenant"s Share of the Operating Expenses payable pursuant to Article 5 of this Lease, above.

ARTICLE 12. LANDLORD"S SERVICES

12.1 Landlord"s Repair and Maintenance. Landlord will maintain, repair and restore the common areas of the Project, including lobbies, corridors and restrooms, the windows in the Building, the mechanical, plumbing and electrical equipment serving the Building, and the structure of the Building in reasonably good order and condition.

12.2 Landlord"s Services. Landlord will furnish the Premises with: (i) heat and air conditioning equipment in good condition with sufficient capacity required for the comfortable occupation of the Premises; (ii) lighting replacement (for building standard lights) during Business Hours; (iii) restroom supplies; (iv) window washing with reasonable frequency; and (v) daily cleaning service on weekdays, in the manner that such services are customarily furnished in comparable office buildings. Landlord may provide, but will not be obligated to provide, any such services on Holidays and weekends.

     Landlord will not be in default under this Lease or be liable for any damages directly or indirectly resulting from, nor will the Rent be abated by reason of (1) the installation, use or interruption of use of any equipment in connection with the furnishing of any of such services, (2) failure to furnish or delay in furnishing any such services when such failure or delay is caused by accident or any condition beyond the reasonable control for Landlord or by the making of necessary repairs or improvements to the Premises, the Building, or the Project, (3) the limitation, curtailment, rationing or restrictions or use of water,

electricity, gas or other form of energy serving the Premises, the Building, or the Project. Landlord will use reasonable efforts to remedy diligently any interruption in the furnishing of such services.

     The term "Business Hours" means 7:00 a.m. to 6:00 p.m. on Monday through Friday, except Holidays (as that termis defined below), and 8:00 a.m. to 12:00 noon on Saturdays, except Holidays. The term "Holidays" means New Year"s Day; Martin Luther King, Jr. Day; Memorial Day; Independence Day; Labor Day; Thanksgiving Day; Christmas Day and such other national holidays as may be established after the Date by the United States Government.

12.3 Tenant"s Costs. Whenever equipment or lighting (other than building standard lights) is used in the Premises by Tenant and such equipment or lighting affects the temperature otherwise normally maintained by the design of the air conditioning system. Landlord will have the right, after notice to Tenant, to install supplementary air conditioning facilities in the Premises or otherwise modify the ventilating and air conditioning system serving the Premises, and the cost of such facilities and modifications will be borne by Tenant. Tenant will also pay as Additional Rent the cost of providing all cooling energy to the Premises in excess of that required for normal office use or during hours requested by Tenant when air conditioning is not otherwise furnished by Landlord. Tenant will bear the cost of replacement bulbs or tubes for all non-building standard light fixtures.

12.4 Limitation on Liability. Landlord will not be liable to Tenant or any other person, for direct or consequential damage, or otherwise, for any failure to supply any heat, air conditioning, cleaning, lighting, security, surges or interruptions of electricity, or other service Landlord has agreed to supply during any period when Landlord uses reasonable diligence to supply such services. Landlord reserves the right temporarily to discontinue such services, or any of them, at such times as may be necessary by reason of accident, repairs, alterations or improvements, strikes, lockouts, riots, acts of God, governmental preemption in connection with a national or local emergency, any rule, order or regulation of any governmental agency, conditions of supply and demand which make any product unavailable. Landlord"s compliance with any mandatory governmental energy conservation or environmental protection program, or any voluntary governmental energy conservation program at the request of or with consent or acquiescence of Tenant, or any other happening beyond the control of Landlord. Landlord will not be liable to Tenant or any other person or entity for direct or consequential damages resulting from the admission to or exclusion from the Building or Project of any person. In the event of invasion, mob, riot, public excitement or other circumstances rendering such action advisable in Landlord"s sole opinion, Landlord will have the right to prevent access to the Building or Project during he continuance of the same by such means as Landlord, in its sole discretion, may deem appropriate, including, without limitation, locking doors and closing parking areas and other common areas. Landlord will not be liable for damages to person or property or for injury to, or interruption of, business for any discontinuance permitted under this Article 12, nor will such discontinuance in any way be construed as an eviction of Tenant or cause an abatement of Rent or operate to release Tenant from any of Tenant"s obligations under this Lease.

     Tenant will maintain the Premises (including Tenant"s equipment, personal property and trade fixtures located in the Premises) in their condition at the time they were delivered to Tenant, reasonable wear and tear excluded. Tenant will immediately advise Landlord of any material damage to the Premises or the Project. All damage or injury to the Premises, or the Project, or the fixtures, appurtenances and equipment in the Premises or the Project which is caused by Tenant, its agents employees, or invitees, may be repaired, restored or replaced by Landlord, at the expense of Tenant and such expense (plus fifteen percent (15%) of such expense for Landlord"s overhead) will be collectible as Additional Rent and will be paid by Tenant within ten (10) days after delivery of a statement for such expense.

ARTICLE 14. ELECTRICAL SERVICES

     Tenant acknowledges and agrees that this Lease is intended to be "full service" and that it shall be Landlord"s responsibility to secure electrical services for the premises and to pay all costs associated therewith, including deposits, hook up charges and ongoing service charges. All costs involved in providing electrical service shall be included in the operating expenses pursuant Article 5 above and is an uncontrollable expense.

ARTICLE 15. ALTERATIONS.

15.1 General. During the Term, Tenant will not make or allow to be made any material alterations, additions or improvements to or of the Premises or any part of the Premises, or attach any fixtures or equipment to the Premises, without first obtaining Landlord"s written consent. All such alterations, additions and improvements consented to by Landlord, and capital improvements which are required to be made to the Project as a result of the nature of Tenant"s use of the Premises, which consent shall not be un reasonably withheld:

     (a) Will be performed by contractors and subject to conditions specified by Landlord (which may include requiring the posting of a mechanic"s or material man"s lien bond); and

     (b) At Landlord"s option, will be made by Landlord for Tenant"s account, and Tenant will reimburse Landlord for their costs (including fifteen percent (15%) for Landlord"s overhead) within ten (10) days after receipt of a statement of such cost. Subject to Tenant"s rights in Article 17, below, all alterations, additions, fixtures and improvements, whether temporary or permanent in character, made in or upon the Premises either by Tenant or Landlord will immediately become Landlord"s property, and at the end of the Term will remain on the Premises without compensation to Tenant.

15.2 Free-Standing Partitions. Tenant will have the right to install free-standing work station partitions, without Landlord"s prior written consent, so long as no building or other governmental permit is required for their installation or relocation; however, if a permit is required Landlord will not unreasonably withhold its consent to such relocation or installation. The free-standing work station partitions for which Tenant pays will be part of Tenant"s trade fixtures for all purposes under this Lease.