FIFTH AMENDMENT TO LEASE

EXHIBIT 10.13

FIFTH AMENDMENT TO LEASE

          THIS FIFTH AMENDMENT TO LEASE (this “Amendment”) is made as of the Amendment Date (as hereinafter defined) by and between TOWER PLACE, L.P., a Georgia limited partnership (“Landlord”) and QUALITY SYSTEMS, INC., a California corporation (“Tenant”).

RECITALS

          Landlord and Tenant have previously entered into that certain Tower Place Office Lease dated November 15, 2000, as amended by that certain First Amendment of Lease dated August 12, 2003, as further amended by that certain Second Amendment of Lease dated October 1, 2003, as further amended by that certain Third Amendment of Lease dated June 9, 2004, and as further amended by that certain Fourth Amendment of Lease dated September 22, 2005 (collectively, the “Lease”) for the lease of approximately 24,112 rentable square feet of space, more commonly known as Suite 2700 Tower Place, 3340 Peachtree Road, NE (the “Premises”) located within Tower Place, Atlanta, Fulton County, Georgia.

          Landlord and Tenant desire to amend the Lease as more particularly set forth below.

          NOW, THEREFORE, for and in consideration of Ten and No/100 Dollars ($10.00) and other good and valuable consideration in hand paid by each party hereto to the other, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:

1.         Definitions. All capitalized terms used herein but undefined shall have the meaning as defined in the Lease. For purposes of the Lease, and this Amendment, the following term shall mean the following:

          “Landlord Entities” shall mean Landlord, Landlord’s investment manager, and the trustees, boards of directors, officers, general partners, beneficiaries, stockholders, employees and agents of each of them.

2.         Expansion Space. Commencing on the earlier of (a) May 1, 2007 or (b) the date that Tenant occupies the Expansion Space (the “Expansion Effective Date”), the Premises shall be expanded to also include that certain additional space as more particularly described on Exhibit “A” attached hereto and incorporated herein by reference (the “Expansion Space”) containing approximately 10,671 rentable square feet located on the twentieth (20 ^th ) floor of the Building. Commencing on the Expansion Effective Date, the Premises shall be defined as the original Premises described in the Lease and the Expansion Space.

3.         Expansion Space Improvements Landlord shall make improvements to the Expansion Space as more particularly described on Exhibit “B” attached hereto and incorporated herein by reference.

4.         Stipulated Square Footage (Building). Commencing on the Expansion Effective Date, the Stipulated Square Footage of the Building (as defined in Section 1.1(f) of the Lease) shall be an agreed upon 611,713 rentable square feet.

5.         Change in Tenant’s Share. Commencing on Expansion Effective Date, Tenant’s Share (as defined in Section 1.l(k) of the Lease) shall be increased to 5.69%.

6.       Change in Base Year. Commencing on the Expansion Effective Date, the Base Year for the Expansion Space only shall be calendar year 2007.

7.         Rent.

          (a)          As of the Expansion Effective Date, the Base Rental for the Expansion Space shall be payable according to the following schedule:

          (b)          All Rent payable by Tenant shall be paid to Landlord at the following address:

8.       Insurance. Section 4.10 of the Lease is hereby deleted in its entirety and the following is hereby substituted therefor:

          (a)          Tenant shall keep in force throughout the Term: (a) a Commercial General Liability insurance policy or policies to protect the Landlord Entities against any liability to the public or to any invitee of Tenant or a Landlord Entity incidental to the use of or resulting from any accident occurring in or upon the Premises with a limit of not less than $1,000,000 per occurrence and not less than $2,000,000 in the annual aggregate, or such larger amount as Landlord may prudently require from time to time, covering bodily injury and property damage liability and $1,000,000 products/completed operations aggregate; (b) Business Auto Liability covering owned, non-owned and hired vehicles with a limit of not less than $1,000,000 per accident; (c) Workers’ Compensation Insurance with limits as required by statute and Employers Liability with limits of $500,000 each accident, $500,000 disease policy limit, $500,000 disease—each employee; (d) All Risk or Special Form coverage protecting Tenant against loss of or damage to Tenant’s alterations, additions, improvements, carpeting, floor coverings, panelings, decorations, fixtures, inventory and other business personal property situated in or about the Premises to the full replacement value of the property so insured.

          (b)          The aforesaid policies shall (a) be provided at Tenant’s expense; (b) name the Landlord Entities as additional insureds (General Liability) and loss payee (Property—Special Form); (c) be issued by an insurance company with a minimum Best’s rating of “A-:VII” during the Term; and (d) provide that said insurance shall not be canceled unless thirty (30) days prior written notice (ten days for non-payment of premium) shall have been given to Landlord; a certificate of Liability insurance on ACORD Form 25 and a certificate of Property insurance on ACORD Form 28 shall be

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delivered to Landlord by Tenant upon the Commencement Date and at least thirty (30) days prior to each renewal of said insurance.

          (c)           Whenever Tenant shall undertake any alterations, additions or improvements in, to or about the Premises (“Work”) the aforesaid insurance protection must extend to and include injuries to persons and damage to property arising in connection with such Work, without limitation including liability under any applicable structural