LEASE

THIS LEASE (“ Lease ”) is entered into as of April   , 2007 (the “ Effective Date ”), between FSP 505 WATERFORD CORP. , a Delaware corporation, (“ Landlord ”), and CAPITAL GROWTH SYSTEMS, INC ., a Florida Corporation (“ Tenant ”).

1.   Definitions: As used in this Lease, the following terms shall have the meanings set forth below:

(a)   " Alterations " will have the meaning provided in Section 15(a).

(b)   “ Base Rental ” means the following monthly rental installments:

(c)   “ Basic Operating Costs ” shall have the meaning given to such term in Section 6 .

(d)   “ Broker ” means United Properties Brokerage LLC, representing Landlord, and Wayzata Properties, representing Tenant.

(e)   “ Building ” means the building situated on the Land, known as “505 Waterford Park” and having an address of (505 North U.S. Highway 169 in the City of Plymouth, County of Hennepin, State of Minnesota (the Land, building and all equipment, machinery and fixtures contained therein and forming a part thereof being hereinafter collectively referred to as the “ Building ”).

(f)   “ Building Standard ” means the level of service or type of equipment standard in the Building or the type, brand and/or quality of materials Landlord designates from time to time to be the minimum type, brand and/or quality to be used in the Building or the exclusive type, grade or quality of material to be used in the Building.

(g)   “ Commencement Date ” means April 15, 2007.

(h)   “ Common Areas ” means all areas, spaces, facilities and equipment (whether or not located within the Building or on the Land) made available by Landlord for the common and joint use of Landlord, Tenant and others designated by Landlord using or occupying space in the Building, including, but not limited to, tunnels, loading docks, walkways, sidewalks and driveways necessary for access to the Building, Parking Areas, Building lobbies, atriums, landscaped areas, public corridors, public rest rooms, Building stairs, elevators open to the public, service elevators (provided that such service elevators shall be available only for tenants of the Building and others designated by Landlord), drinking fountains and any such other areas and facilities, if any, as are designated by Landlord from time to time as Common Areas, including, but not limited to, any such areas so designated by Landlord on a single-tenant floor of the Building. Included as Common Areas are the Building's conference room, the workout facilities and showers in the Building, and the pond and walking trails on the Land.

(i)   “ Default Rate ” means the lesser of (1) the Prime Rate plus five percent (5%) per annum or (2) the maximum rate of interest then permissible for a commercial loan to Tenant in the State of Minnesota.

(j)   " Disability Laws " will have the meaning set forth in Section 15 .

(k)   “ Effective Date ” means the date set forth in the initial paragraph of this Lease.

(l)   Intentionally Deleted .

(m)    Intentionally Deleted 

(n)   “ Initial Improvements ” Tenant shall accept the Premises in its current “as-is” “where-is” condition. Landlord shall have no obligation to make any improvements or alterations other than those tenant improvements being constructed pursuant to the Tenant Improvements Agreement attached hereto as Exhibit “D”

(o)   " Insurance Costs ” will have the meaning set forth in Section 6(d)(5) .

(p)   " Land " means the parcel of land more fully described on Exhibit "A" .

(q)   “ Landlord’s Premises ” means the Land, the Building, the Parking Areas and all appurtenances, improvements, equipment and fixtures thereon and therein owned by Landlord.

(r)   “ Landlord Related Party ” means any officer, director, partner, employee, agent or contractor of Landlord.

(s)   “ Lease Term ” means twenty-four (24) months.

(t)   “ Lease Year ” means a period of twelve (12) consecutive calendar months. Notwithstanding the foregoing, the first Lease Year shall begin on the Commencement Date and end on the last day of the month which is twelve full calendar months from the Commencement Date. (By way of example only, if the Commencement Date is January 15, 2007, the first Lease Year would end on January 31, 2008).

(u)   “ Leasehold Improvements ” means those improvements that have been made to the Premises by Tenant.

(v)   “ Market Area ” means the West office sub-market of the Minneapolis-St.Paul, Minnesota metropolitan area.

(w)   “ Normal Business Holidays ” means New Years Day, Memorial Day, July 4 ^th (Independence Day), Labor Day, Thanksgiving, Christmas Day and any other day which shall be recognized by office tenants generally (excluding federal or state banking institutions) as a national holiday on which employees are not required to work.

(x)   “ Normal Business Hours ” for the Building means 7:00 a.m. to 6:00 p.m. on Monday through Friday and Saturdays from 8:00 a.m. to 1 p.m., exclusive of Normal Business Holidays.

(y)   “ Parking Areas ” means any and all areas located upon the Land from time to time designated for the parking of vehicles. The Parking Areas include the " Deck Parking Area ," the reserved area beneath the Deck Parking Area and the " Underground Parking Area ," each as shown on Exhibit "E" .

(z)   “ Premises ” means Suite 175 located on the First floor of the Building, being outlined on the floor plan(s) attached to this Lease as Exhibit “B” and incorporated herein by reference.

(aa)   “ Prime Rate ” means the per annum rate of interest announced or published from time to time by Bank of America, N.A. (or its successors or assigns) as its prime commercial lending rate.

(bb)   “ Rent ” means, collectively, the Base Rental, the Tenant's Share of Basic Operating Costs (as provided in Section 6 ) and all other sums of money becoming due and payable to Landlord under this Lease.

(cc)   “ Rentable Area of the Building ” means (and is hereby conclusively agreed by Landlord and Tenant to deemed to be) 251,165 square feet, irrespective of whether the same should be more or less as a result of variations resulting from later re-measurement.

(dd)   “ Rentable Area of the Premises ” means (and is hereby conclusively agreed by Landlord and Tenant to be deemed to be) two thousand, eight hundred and eighty-six (2,886) square feet, irrespective of whether the same should be more or less as a result of variations resulting from later re-measurement or actual construction and completion of the Premises for occupancy. Any reference to " Rentable Square Foot " refers to the Rentable Area of the Premises.

(ee)   “ Rules and Regulations ” means the rules and regulations for Landlord’s Premises set forth on Exhibit “C” attached hereto and incorporated herein by reference, and any rules and regulations that be adopted or altered by Landlord in accordance with Section 26 or Exhibit “C” .

(ff)   “ Security Deposit ”. Security Deposit means the sum of ($12,289.55) which shall be paid to Landlord by Tenant contemporaneously with Tenant’s delivery of an executed copy of this Lease to Landlord and which shall be paid, delivered, held and disbursed subject to and in accordance with the provisions of Section 8 below.

(gg)   “ Service Areas ” means those areas, spaces, facilities and equipment serving the Building (whether or not located within the Building), but to which Tenant and other occupants of the Building will not have access, including, but not limited to, service elevators, mechanical, telephone, electrical, janitorial and similar rooms and air and water refrigeration equipment.

(hh)   " State " means the State of Minnesota.

(ii)   " Substantial Completion " shall have the meaning ascribed thereto in Section 9 of the Tenant Improvements Agreement attached hereto as Exhibit “D” .

(jj)   “ Taxes ” means all taxes, assessments and governmental charges, whether federal, state, county or municipal, and whether they be by taxing districts or authorities presently taxing Landlord’s Premises or by others, subsequently created or otherwise and any other taxes, association dues and assessments attributable to Landlord’s Premises or its operation, excluding, however, federal and state income taxes, franchise taxes, inheritance, estate, gift, corporation, net profits or any similar tax for which Landlord becomes liable and/or which may be imposed upon or assessed against Landlord.

(kk)   “ Tenant Related Party ” means any officer, director, partner, employee, agent or contractor of Tenant.

(ll)   “ Tenant's Share ” means 1.15%, which is the proportion which the Rentable Area of the Premises bears to the Rentable Area of the Building.

(mm)   “ Tenant's Share of Basic Operating Costs ” means the Tenant's Share of the Basic Operating Costs, as more fully described in Section 6 of this Lease.

2.   Lease Grant .

(a)   Upon the terms of this Lease, Landlord leases to Tenant, and Tenant leases from Landlord, the Premises and the non-exclusive right to use the Common Areas, subject to all of the terms and conditions of this Lease (including the Rules and Regulations).

(b)   Except as provided in Exhibit "K” to this Lease, there is no parking reserved for Tenant or the Premises. The Deck Parking Area (excluding the underground portion thereof) is provided for the non-exclusive and common use of Landlord, all tenants of the Building, and their respective employees, agents, subtenants, licensees, visitors, guests and invitees. Tenant will be entitled to the use of the unreserved Deck Parking Area without additional charge or fee, as part of the Common Area, but without assurance as to any specific number of available spaces. Reserved parking spaces under the Deck Parking Area may be leased at the then applicable rate, subject to availability. Reserved parking spaces in the Underground Parking Area may be leased at the then-applicable rate, subject to availability. No preferences or priorities will be given to Tenant as opposed to any other tenants of the Building in securing either form of premium parking and the use of the premium spaces will be subject to the terms of the parking license and any applicable rules and regulations issued in connection with such space.  

(c)   Tenant will have no right of access to the roof of the Building and shall not install, repair or replace any aerial, fan, air conditioner, or other device on the roof of the Building without the prior written consent of Landlord.

(d)   Except as provided in Exhibit "L” to this Lease, there is no storage space reserved for Tenant or the Premises. Storage space may be leased at the then applicable rate, subject to availability. No preferences or priorities will be given to Tenant as opposed to any other tenants of the Building in securing storage space and the use of storage space will be subject to the terms of the storage space license and any applicable rules and regulations issued in connection with such storage space.

3.   Lease Term; Acceptance of Premises. (a)   This Lease shall continue in force during a period beginning on the Effective Date of this Lease and ending on the expiration of the Lease Term, unless this Lease is terminated early (pursuant to a right to so terminate specifically set forth in this Lease) or extended to a later date pursuant to any other term or provision hereof.

(b)   Tenant accepts the Premises as-is where-is and acknowledges that the Premises are currently vacant, but otherwise in acceptable condition for Tenant to make the Initial Improvements, which will be performed in accordance with the Tenant Improvements Agreement attached hereto as Exhibit "D" .

(c)   The completion of the Initial Improvements is not a condition precedent to the Commencement Date or the obligation to pay Rent in accordance with the terms of this Lease.

4.   Use.

(a)   The Premises shall be used solely for general office purposes and for no other purpose. Tenant shall (i) secure the doors providing access to the Premises and take other reasonable steps to secure the Premises and the personal property of all Tenant Related Parties and any of Tenant’s transferees, contractors or licensees in the Common Areas and Landlord’s Premises, from unlawful intrusion, theft, fire and other hazards; (ii) keep and maintain in good working order all security and safety devices installed in the Premises by or for the benefit of Tenant (such as locks, smoke detectors and burglar alarms); and (iii) cooperate with Landlord and other tenants in the Building on Building safety matters. Tenant acknowledges that Landlord is not a guarantor of the security or safety of Tenant, its employees and invitees or their property; and that such security and safety matters are the responsibility of Tenant and the local law enforcement authorities, subject, however, to Landlord’s obligation to provide the services set forth in Section 9(a) below.

(b)   Tenant agrees not to overburden the unrestricted Parking Areas. Landlord reserves the right in its absolute discretion to determine whether the Parking Areas are becoming overburdened and to allocate and assign parking spaces among Tenant and other tenants, and to reconfigure the Parking Areas as Landlord deems appropriate.

5.   Payment of Rent.

(a)   Except as otherwise expressly provided in this Lease, the Rent shall be due and payable to Landlord in advance in monthly installments on the first (1 ^st ) day of each calendar month during the Lease Term, at Landlord's address as provided on the signature page of this Lease or to such other person or at such other address as Landlord may from time to time designate in writing. Landlord may, at its option, bill Tenant for Rent, but no delay or failure by Landlord in providing such a bill shall relieve Tenant from the obligation to pay the Base Rental and Tenant's Share of Basic Operating Costs on the first (1 ^st ) day of each month as provided herein. All payments shall be in the form of a check unless otherwise agreed by Landlord, provided that payment by check shall not be deemed made if the check is not duly honored with good funds. The Rent shall be paid without notice, demand, abatement, deduction or offset, except as otherwise expressly provided in this Lease.

(b)   If the Lease Term commences on other than the first (1 ^st ) day of a calendar month, then the Base Rental for such partial month shall be prorated and paid at the rental rate applicable during the first full month of the Lease Term. Any such prorated Base Rental, plus the Base Rental for the first full month of the Lease Term for which Base Rental is payable, is being deposited with Landlord by Tenant contemporaneously with the delivery by Tenant to Landlord of an executed copy of this Lease and shall be applied to the payment of Base Rental by Landlord for the appropriate periods without any further notice by Tenant. If the Lease Term commences or ends at any time other than the first day of a calendar year, the Tenant's Share of Basic Operating Costs shall be prorated for such year according to the number of days of the Lease Term in such year.

(c)   Tenant will deliver to Landlord, with the executed copy of this Lease, (i) the initial monthly payment for Month one (1) of Base Rental of $3,607.50, and (ii) the initial monthly payment for Month one (1) of the estimated Tenant's Share of Basic Operating Costs, which will be based on calendar year 2007 estimates until subsequently adjusted as hereinafter provided, and Landlord has estimated to be $2,537.28 per month, for a total payment to be made with delivery of the Lease of $6144.78.

6.   Basic Operating Costs.

(b)   Tenant shall also pay to Landlord Tenant's Share of Basic Operating Costs, as additional rental, in monthly installments in accordance with Section 5 . Beginning on the Commencement Date (which amount will be delivered with the executed Lease, as provided in Section 5 ), Tenant will pay to Landlord each month on the first day of the month an amount equal to one-twelfth (1/12) of Tenant's Share of Basic Operating Costs for the calendar year in question as reasonably estimated by Landlord, with an adjustment to be made between the parties at a later date as hereinafter provided. [If the Commencement Date is not the first day of a calendar month, Tenant will pay a pro-rated portion of Tenant’s Share of Basic Operating Costs for such partial month with the initial payment. Furthermore,] Landlord may from time to time, but not more than three (3) times during any Lease Year, furnish Tenant with notice of a re-estimation of the amount of Tenant's Share of Basic Operating Costs, and Tenant shall commence paying its re-estimated Tenant's Share of Basic Operating Costs on the first day of the month following receipt of said notice. The failure of Landlord to estimate Basic Operating Costs and bill Tenant on a monthly basis shall in no event relieve Tenant of its obligation to pay Tenant's Share of Basic Operating Costs. In the event the Building is not at least ninety-five percent (95%) occupied during any year of the Lease Term (including the calendar year in which the Lease Term commences), the Basic Operating Costs shall be “grossed up” by increasing the variable components of Basic Operating Costs to the amount which Landlord projects would have been incurred had the Building been ninety-five percent (95%) occupied during such year, such amount to be annualized for any partial year.

(c)   By April 1 of each calendar year during Tenant's occupancy (including the calendar year following the year in which the Lease Term is terminated), or as soon thereafter as possible, Landlord shall furnish to Tenant a statement of Tenant's Share of Basic Operating Costs (the “ Statement ”). In the event of an underpayment by Tenant because of any difference between the amount, if any, collected by Landlord from Tenant for the estimated Tenant's Share of Basic Operating Costs and the actual amount of Tenant's Share of Basic Operating Costs, Tenant shall pay the amount of such underpayment to Landlord within thirty (30) days following delivery of the Statement. In the event of an overpayment by Tenant because of any difference between the amount, if any, collected by Landlord from Tenant for the estimated Tenant's Share of Basic Operating Costs and the actual amount of Tenant's Share of Basic Operating Costs, Landlord shall credit such overpayment against the next succeeding monthly installments of Tenant’s Share of Basic Operating Costs or, if this Lease shall have terminated, pay the amount of such overpayment to Tenant with delivery of Statement to Tenant. This provision shall survive the expiration or other termination of this Lease.

(d)   “ Basic Operating Costs ” means all costs and expenses incurred in each calendar year of operating, maintaining, repairing, managing and owning Landlord’s Premises, including, without limitation, the following:

(1)   Reasonable wages, salaries and other compensation of all employees engaged in the direct operation and maintenance of Landlord’s Premises, employer's social security taxes, unemployment taxes or insurance and any other taxes which may be levied on such wages, salaries and other compensation, and the cost of medical, disability and life insurance and pension or retirement benefits for such employees; provided, however, with respect to employees engaged in the operation and maintenance of other buildings owned by Landlord (or an affiliate of Landlord), other than Landlord’s Premises, such items shall be fairly apportioned among all such buildings;

(2)   Cost of leasing or purchasing all supplies, tools, equipment and materials used in the operation, maintenance, repair and management of Landlord’s Premises;

(3)   Except to the extent the same are paid directly or separately by Tenant (in which case the equivalent costs attributable to any other tenant shall be excluded so that, for example, if Tenant pays separately for electricity used in the Premises, there shall be excluded from Basic Operating Costs, the cost of electricity furnished to all other tenants) to the applicable provider or to Landlord, the cost of all utilities for Landlord’s Premises (both interior and exterior), including, without limitation, the cost of water and power, electrical utilities, sewage, heating, lighting, air conditioning and ventilation for Landlord’s Premises;

(4)   Cost of all maintenance and service agreements for Landlord’s Premises and surrounding grounds, including, but not limited to, janitorial service, pest control, security service, equipment leasing, energy management system leasing, landscape maintenance, alarm service, window cleaning, metal finishing and elevator maintenance;

(5)   Cost of all insurance relating to Landlord’s Premises (collectively, “ Insurance Costs ”), including, but not limited to, fire and extended coverage insurance, rental interruption insurance and liability insurance applicable to Landlord’s Premises and Landlord's personal property used in connection therewith, plus the cost of all deductible payments made by Landlord in connection therewith (but only to the extent not already deducted as a Basic Operating Cost);

(6)   All Taxes (if the amount of Taxes payable for any calendar year is changed by final determination of legal proceedings, settlement, or otherwise, such changed amount shall be the Taxes for such year);

(7)   Cost of repairs and general maintenance for Landlord’s Premises (excluding such repairs and general maintenance paid by insurance proceeds or by Tenant or other third parties);

(8)   Costs of performing responsibilities allocable to Landlord’s Premises and costs of contributions allocable to Landlord’s Premises in connection with the common elements and operation of the Project;

(9)   Legal expenses incurred with respect to Landlord’s Premises which relate directly to the operation of Landlord’s Premises and which benefit all of the tenants of Landlord’s Premises generally, such as legal proceedings to abate offensive activities or uses or reduce property taxes, but excluding legal expenses related to the collection of Rent or to the sale, leasing or financing of Landlord’s Premises;

(10)   Fees for reasonable and customary management services, whether provided by an independent management company, by Landlord or by any affiliate of Landlord, but only to the extent that the costs of such services do not exceed competitive costs for comparable services in comparable buildings of the class, type, size, age and location of the Building in the Market Area;

(11)   Expenses incurred in order to comply with any federal, state or municipal law, code or ordinance, or regulation which was not promulgated, or which was promulgated but not in effect or applicable to Landlord’s Premises, as of the Effective Date of this Lease;

(12)   Amortization of the cost of installation of capital investment items which (A) Landlord reasonably believes will either (i) reduce (or avoid increases in) Basic Operating Costs, or (ii) promote safety, or (B) may be required in order to comply with any federal, state or municipal law, code or ordinance, or regulation which was not promulgated, or which was promulgated but was not in effect or applicable to Landlord’s Premises, as of the Effective Date of this Lease. All costs of such capital investment items shall be amortized, together with an amount equal to interest at twelve percent (12%) per annum, with the amortization schedule being determined in accordance with generally accepted accounting principles and in no event to extend beyond the remaining useful life of the Building; and

(13)   Costs of ad valorem tax consultants.

(e)   Notwithstanding anything to the contrary in this Lease, Basic Operating Costs shall not include any expenses or costs for the following items:

(1)   Except as provided in Section 6(d)(11) , costs that under generally accepted accounting principles are required to be classified as capital expenditures, and related amortization thereof;

(2)   Except as provided in Section 6(d)(11) , depreciation or amortization of the Building or its contents or components;

(3)   Expenses for the preparation of space (including tenant finish out costs) or other similar type work which Landlord performs for any tenant or prospective tenant of the Building;

(4)   Expenses incurred in leasing or obtaining new tenants or retaining existing tenants, including, but not limited to, marketing costs and leasing commissions;

(5)   Except as provided in Section 6(d)(9) or Section 6(d)(13) , legal expenses;

(6)   Interest, amortization or other costs associated with any mortgage, loan or refinancing of Landlord’s Premises; or

(7)   Any ground rent incurred for Landlord’s Premises.

(8)   Expenses in connection with services or other benefits which are not offered to Tenant or which are provided exclusively to another tenant or occupant of the Building or Project;

(f)   If there exists any dispute as to the calculation of Tenant's Share of Basic Operating Costs (a “ Dispute ”), the events, errors, acts or omissions giving rise to the Dispute shall not constitute a breach or default by Landlord nor shall Landlord be liable to Tenant, except as specifically provided below. If there is a Dispute, Tenant shall so notify Landlord in writing within thirty (30) days after receipt of the Statement. Such notice shall specify the items in Dispute. Notwithstanding the existence of a Dispute, Tenant shall timely pay the amount in dispute as and when required under this Lease, provided such payment shall be without prejudice to Tenant's position. Upon receipt of such payment, Landlord shall thereafter provide Tenant with such supplementary information regarding the items in Dispute as may be reasonably requested by Tenant in an effort to resolve such Dispute; provided, however, that Landlord shall not be required to provide any supplementary information to Tenant unless all sums shown to be due by Tenant on the Statement are paid in full. If Landlord and Tenant are unable to resolve such Dispute, such Dispute shall be referred to a mutually satisfactory third party certified public accountant for final resolution, subject to the audit rights of Tenant contained in Section 6(g) . The cost of such certified public accountant shall be paid by the party found to be least accurate (in terms of dollars in dispute). If a Dispute is resolved in favor of Tenant, Landlord shall, within thirty (30) days thereafter, refund any overpayment to Tenant, together with interest from the time of such overpayment at ten percent (10%) per annum. The determination of such certified public accountant shall be final and binding, subject to the audit rights of Tenant contained in Section 6(g) , and final settlement shall be made within thirty (30) days after receipt of such accountant's decision. If Tenant fails to dispute the calculation of Tenant's Share of Basic Operating Costs in accordance with the procedures and within the time periods specified in this Section 6(f) , or request an audit of the Basic Operating Costs in accordance with the procedures and within the time periods specified in Section 6(g) , the Statement shall be considered final and binding for the calendar year in question.

(g)   Tenant, at Tenant's expense, shall have the right, no more frequently than once per calendar year, following thirty (30) days' prior written notice (such written notice to be given within thirty (30) days following Tenant's receipt of Landlord's Statement delivered in accordance with Section 6(c) ) to Landlord, to audit Landlord's books and records relating to Basic Operating Costs for the immediately preceding calendar year only; provided that such audit must be concluded within sixty (60) days after Tenant's receipt of Landlord's Statement for the year to which such audit relates; and provided further that the conduct of such audit must not unreasonably interfere with the conduct of Landlord's business. Without limitation upon the foregoing, Tenant's right to audit Landlord's books and records shall be subject to the following conditions:

(1)   No audit shall be allowed unless Basic Operating Costs for the calendar year in question have increased by more than five percent (5%) over Basic Operating Costs for the immediately preceding calendar year;

(2)   Such audit shall be conducted during Normal Business Hours and at the location where Landlord maintains its books and records;

(3)   Tenant shall deliver to Landlord a copy of the results of such audit within five (5) days after its receipt by Tenant;

(4)   No audit shall be permitted if an Event of Default by Tenant has occurred and is continuing under this Lease, including any failure by Tenant to pay an amount in Dispute;

(5)   Provided such audit does not result in a credit or refund for overpaid Basic Operating Costs Tenant shall reimburse Landlord within ten (10) days following written demand for the cost of all copies requested by Tenant's auditor;

(6)   Such audit must be conducted by an independent, nationally-recognized accounting firm or a local accounting firm reasonably acceptable to Landlord that is not being compensated by Tenant on a contingency fee basis and which has agreed with Landlord in writing to keep the results of such audit confidential by executing and delivering to Landlord a confidentiality agreement in the form of Exhibit “F” attached to this Lease, such confidentiality agreement to also be signed and delivered to Landlord by Tenant;

(7)   No subtenant shall have the right to audit;

(8)   If, for any calendar year, an assignee of Tenant (as permitted by this Lease) has audited or given notice of an audit, Tenant will be prohibited from auditing such calendar year, unless in the case of an audit having been noticed but not yet performed by such assignee, the assignee withdraws its audit notice, and, similarly, if Tenant has audited such calendar year or given such notice, the foregoing restrictions of this Section 6(g)(8) will apply to the assignee's right to audit; and

(9)   Any assignee's audit right will be limited to the period after the effective date of the assignment.

Unless Landlord in good faith disputes the results of such audit, an appropriate adjustment shall be made between Landlord and Tenant to reflect any overpayment or underpayment of Tenant's Share of Basic Operating Costs within thirty (30) days after delivery of such audit to Landlord. In the event of an overpayment by Tenant, within thirty (30) days following the delivery of such audit, Landlord shall, if no Event of Default exists hereunder, make a cash payment to Tenant in the amount of such overpayment, or, if an Event of Default exists hereunder, credit such overpayment against delinquent Rent and make a cash payment to Tenant for the balance. In the event Landlord in good faith disputes the results of any such audit, the parties shall in good faith attempt to resolve any disputed items. If Landlord and Tenant are able to resolve such dispute, final settlement shall be made within thirty (30) days after resolution of the dispute. If the parties are unable to resolve any such dispute, any sum on which there is no longer dispute shall be paid and any remaining disputed items shall be referred to a mutually satisfactory third party certified public accountant for final resolution. The cost of such certified public accountant shall be paid by the party found to be least accurate (in terms of dollars in dispute). The determination of such certified public accountant shall be final and binding and final settlement shall be made within thirty (30) days after receipt of such accountant's decision.

(h)   Landlord may at any time designate a fiscal year in lieu of a calendar year and in such event, at the time of such a change, there may be a billing for the fiscal year which is less than twelve (12) calendar months.

(i)   Landlord reserves, and Tenant hereby assigns to Landlord, the sole and exclusive right to contest, protest, petition for review, or otherwise seek a reduction in Taxes.

(j)   Landlord and Tenant are knowledgeable and experienced in commercial transactions and agree that the provisions of this Lease for determining charges, amounts and rent payable by Tenant (including without limitation, payments Tenant’s Share of Basic Operating Costs) are commercially reasonable and valid even though such methods may not state a precise mathematical formula for determining such charges.

7.   Late Payments; Dishonored Checks.

(a)   In the event any installment of Rent is not received within ten (10) days after the date due (without in any way implying Landlord's consent to such late payment), Tenant, to the extent permitted by law, agrees to pay, in addition to said installment of Rent, a late payment charge equal to seven percent (7%) of the installment of Rent due, it being understood that said late payment charge shall be for the purpose of reimbursing Landlord for the additional costs and expenses which Landlord presently expects to incur in connection with the handling and processing of late payments. In the event of any such late payment(s) by Tenant, the additional costs and expenses so resulting to Landlord will be difficult to ascertain precisely and the foregoing charge constitutes a reasonable and good faith estimate by the parties of the extent of such additional costs and expenses. Acceptance of such late charge by Landlord shall in no event constitute a waiver of Tenant's default with respect to such overdue amount, nor prevent Landlord from exercising any other rights or remedies granted hereunder unless such default is otherwise cured within the time period provided in this Lease.

(b)   In addition to the late payment charge contained in Section 7(a) , all Rent, if not paid within thirty (30) days of the date due, shall, at the option of Landlord, and to the extent permitted by law, bear interest from the date due until paid at the Default Rate.

(c)   If any check is tendered by Tenant and not duly honored with good funds, Tenant shall, in addition to any other remedies available to Landlord under this Lease, pay Landlord a “NSF” fee of $25.00.

8.   Security Deposit.

(a)   The Security Deposit shall be deposited with Landlord by Tenant contemporaneously with the delivery by Tenant to Landlord of this Lease. The Security Deposit shall be held by Landlord, without liability for interest, as security for the performance by Tenant of Tenant's covenants and obligations under this Lease. The Security Deposit may be co-mingled with other funds generally held by Landlord in connection with the operation of Landlord’s Premises. If Tenant fails to pay Rent or any other amount owed to Landlord under this Lease, Landlord may, from time to time, without prejudice to any other remedy, recoup from the Security Deposit the amount necessary to make good any such arrearages of Rent or to satisfy any other covenant or obligation of Tenant hereunder. Following any such application of the Security Deposit (and specifically excluding the application of the Security Deposit in accordance with paragraph (b) below), Tenant shall pay to Landlord on demand the amount so applied in order to restore the Security Deposit to its original amount. If Landlord transfers its interest in Landlord’s Premises during the term of this Lease, Landlord shall assign the Security Deposit to the transferee and upon assumption by such transferee of liability for the Security Deposit, Landlord shall have no further liability for the return of such Security Deposit.

(b)   If The Security Deposit is to be in the form of a letter of credit, the following additional provisions shall apply:

(i)   Tenant shall deliver to Landlord concurrent with Tenant’s execution of this Lease, an unconditional, clean, irrevocable standby letter of credit (the “ L-C ”) in the initial amount of the Security Deposit, which L-C shall be issued by a money-center bank which is acceptable to Landlord, and which L-C may be presented for payment in a U.S. location acceptable to Landlord. The L-C shall be in form and content as attached hereto as Exhibit "H" for an initial term of not less than one year, automatically renewing for one year periods until a final expiry not earlier than ninety (90) days after the expiration of the original Term. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining the L-C.

(ii)   If Tenant fails to renew or replace the L-C at least thirty (30) days before its expiration, Landlord may, but shall not be required to, draw upon all or any portion of the L-C, and hold the proceeds of such draw as the Security Deposit (such proceeds, “ L-C Security Deposit ”).

(ii)   If Tenant defaults with respect to any provisions of this Lease, including, but not limited to, the provisions relating to the payment of Rent, Landlord may, but shall not be required to, draw upon all or any portion of the L-C for payment of any Rent or any other sum in default, or for the payment of any amount that Landlord may spend or may become obligated to spend by reason of Tenant’s default; or to compensate Landlord for any other loss, cost or damage that Landlord may suffer by reason of Tenant’s default. The use, application or retention of the L-C, or any portion thereof, by Landlord shall not prevent Landlord from exercising any other right or remedy provided by this Lease or by law, it being intended that Landlord shall not first be required to proceed against the L-C and shall not operate as a limitation on any recovery to which Landlord may otherwise be entitled. Any amount of the L-C which is drawn upon by Landlord, but is not used or applied by Landlord, shall be held by Landlord and deemed an L-C Security Deposit. If any portion of the L-C is drawn upon, Tenant shall, within five (5) days after written demand therefor, either (i) deposit cash with Landlord (which cash shall be applied by Landlord to the L-C Security Deposit) in an amount sufficient to cause the sum of the L-C Security Deposit and the amount of the remaining L-C to be equivalent to the amount of the Security Deposit required under this Lease or (ii) reinstate the L-C to the amount then required under this Lease. If any portion of the L-C Security Deposit is used or applied, Tenant shall, within two (2) days after written demand therefor, deposit cash with Landlord (which cash shall be applied by Landlord to the L-C Security Deposit) in an amount sufficient to restore the L-C Security Deposit to the amount required under this Lease, and Tenant’s failure to do so shall be a default under this Lease. If Tenant shall fully and faithfully perform every provision of this Lease to be performed by it, the L-C Security Deposit and/or the L-C, or any balance thereof, shall be returned to Tenant within sixty (60) days following the later of the expiration of the Term or the vacating of the Premises by Tenant.

9.   Services to be Furnished by Landlord.

(a)   So long as no Event of Default exists under this Lease beyond any applicable grace period, Landlord agrees to furnish Tenant the following services:

Facilities for hot and cold water at those points of supply provided for general use of other tenants in the Building and as necessary to service any kitchen facilities within the Premises approved by Landlord and provided solely for the use of Tenant and its employees, and central heat and air conditioning in season (the cost of such service to be paid by Tenant and other tenants of Landlord’s Premises in accordance with Section 6(d)(3) , and the cost of such service during other than Normal Business Hours to be paid as set forth in Section 9(a)(8) ), during Normal Business Hours, at such temperatures and in such amounts as are considered to be standard for similar class office buildings within a three (3) mile radius of the Building or as required by governmental authorities (including energy conservation requirements).

(1)   Routine maintenance for all Common Areas and Service Areas of the Building in the manner and to the extent deemed by Landlord to be standard.

(2)   Janitorial service at a level comparable to that provided in similar class office buildings within a three (3) mile radius of the Building.

(3)   All Building Standard fluorescent and incandescent bulb and ballast replacement in the Premises, the Common Areas and the Service Areas.

(4)   Tenant shall have access to the Building at all times provided, however, except during Normal Business Hours, access to the Building (or to the floor on which the Premises are located) shall be limited through the use of master entry cards, a card reader entry system and/or keys. Tenant shall receive five (5) master entry cards and/or keys. Tenant shall reimburse Landlord for the cost of each additional card and/or key and for each replacement card and/or key for any card and/or key lost by or stolen from Tenant. The cost of additional keys shall be $3.50 per key and the cost of additional cards shall be $10.00 per card. Tenant agrees to surrender all master entry cards and/or keys in its possession upon the expiration or earlier termination of this Lease. Any lost cards and/or keys shall be canceled. TENANT SHALL INDEMNIFY AND HOLD LANDLORD AND ANY LANDLORD RELATED PARTY HARMLESS FROM, AND REIMBURSE LANDLORD AND ANY LANDLORD RELATED PARTY FOR AND WITH RESPECT TO, ANY AND ALL COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES), DEMANDS, CLAIMS, CAUSES OF ACTION AND LIENS ARISING FROM AND IN CONNECTION WITH ANY THEFT OR BURGLARY OR FROM DAMAGES DONE BY UNAUTHORIZED PERSONS IN THE PREMISES OR ON LANDLORD'S PREMISES THAT GAIN ACCESS TO THE BUILDING WITH ANY OF TENANT’S MASTER ENTRY CARDS AND/OR KEYS EXCEPT TO THE EXTENT ARISING FROM THE GROSSLY NEGLIGENT ACTS OR OMISSIONS OR WILLFUL MISCONDUCT OF LANDLORD OR ANY LANDLORD RELATED PARTY.  Tenant shall cooperate fully in Landlord's efforts to control access in the Building and shall follow all regulations promulgated by Landlord with respect thereto which are adopted in accordance with Exhibit “C” . Tenant may, at its sole cost and expense, install its own card-key access system to the Premises and other security devices within the Premises, provided Tenant affords Landlord the ability to gain access to the Premises in circumstances expressly permitted by this Lease.

(5)   Electricity and proper facilities to furnish (A) Building Standard lighting, and (B) sufficient electrical power for normal office machines (including electric typewriters, desk-top computer facilities and desk-top word processing facilities) and other machines of similar electrical consumption (“ Miscellaneous Power ”). In the event Landlord determines that Tenant will require, or is consuming, special lighting or Miscellaneous Power in excess of Building Standard, Tenant shall reimburse Landlord for the cost of any additional equipment, such as transformers, risers and supplemental air conditioning equipment, which Landlord's engineer reasonably deems necessary to accommodate such above-standard consumption (without implying any obligation on the part of Landlord to accommodate such use), and Landlord may install separate meters to all or a portion of the Premises at the cost of Tenant. In the event separate utility meters are provided to the Premises, Landlord may elect to have all charges for the utilities separately metered to the Premises billed directly to Tenant and Landlord shall make a corresponding adjustment to Tenant's Share of Basic Operating Costs.

(6)   Passenger elevator service in common with other tenants of the Building for ingress to and egress from the floor(s) upon which the Premises are situated, twenty-four (24) hours a day, seven (7) days a week, and non-exclusive freight elevator service to the Premises during Normal Business Hours and at other times upon reasonable prior notice to Landlord and approval of the Building manager. Any passenger or freight elevator use shall be subject to the Rules and Regulations for the Building and shall be subject to temporary cessation for ordinary repair and maintenance and during times when life safety systems override normal Building operating systems.

(7)   Heating and air conditioning during other than Normal Business Hours shall be furnished only upon the prior request of Tenant made in accordance with such procedures as are, from time to time, prescribed by the Building manager, and Tenant shall bear the cost of such heating and air conditioning service at a rate equal to the cost incurred by Landlord to provide such service; provided, however, there shall be a two (2) hour minimum charge when such service is requested and the after-hours HVAC rate may be adjusted, from time to time, to reflect increases in the costs incurred by Landlord in providing such service. In the event any other tenant within the same HVAC zone as the Premises also requests after-hours heating or air conditioning during the same period as Tenant, Landlord shall equitably allocate the cost thereof among all tenants within the same HVAC zone requesting such service.

(b)   In the event Landlord agrees to provide any additional services at the specific request of Tenant, other than after-hours HVAC, without implying any obligation on the part of Landlord to do so, the provision of such services shall, unless otherwise specifically agreed in writing, be subject to the availability of Building personnel, and, if the provision of any such service requires Landlord to incur any out-of-pocket cost, Tenant shall reimburse Landlord for the cost of providing such service plus an administrative charge equal to ten percent (10%) of such cost, plus applicable sales tax, within ten (10) days following receipt of an invoice from Landlord. Unless Landlord has agreed with Tenant to the contrary in writing, Landlord may discontinue the provision of such additional service at any time upon thirty (30) days advance written notice (or immediately upon the occurrence of an Event of Default).

(c)   The unintentional failure by Landlord, to any extent, to furnish services required to be furnished by Landlord hereunder, or any cessation thereof, shall not render Landlord liable in any respect for damages (including, without limitation, business interruption damages) to persons or property, nor be construed as an eviction of Tenant, nor work an abatement of Rent, nor relieve Tenant from fulfillment of any covenant or agreement set forth in this Lease. Should any of such services be interrupted, Landlord shall use reasonable diligence to restore the same promptly, but Tenant shall have no claim for rebate of Rent, damages or eviction on account thereof. Notwithstanding the foregoing, subject to Section 24 (Casualty Damage) and Section 25 (Condemnation), if any portion of the Premises becomes unfit for occupancy because Landlord fails to deliver any service required under this Section 9 for any period exceeding three (3) consecutive business days (excluding Normal Business Holidays) after receipt of notice of such failure from Tenant, and provided such failure is not caused by Tenant or any Tenant Related Party, Landlord shall allow Tenant an equitable abatement of Rent (based on the severity of the interruption and the amount of space unfit for occupancy) effective from the fourth (4 ^th ) business day (excluding Normal Business Holidays) following the earlier to occur of (i) the date on which Tenant first provided Landlord with written notice of the interruption of such service, and (ii) the date on which Landlord first acquired actual knowledge of the interruption of such service, until such portion of the Premises is again fit for occupancy and such service is restored.

10.   Graphics; Signage . Landlord reserves full right of approval and rejection of any and all of Tenant's signs on the Premises, however, Landlord will not unreasonably withhold approval of such signs as are not visible from the exterior of the Building. Landlord will maintain a directory of all tenants of the Building in the main lobby of the Building, and Tenant will be entitled to be listed in the directory in a manner consistent with the listing of other tenants. In addition, Landlord will install a suite sign with Tenant's name outside the main entrance to the Premises. The design of all signage will be Building Standard.

11.   Telecommunications .

(a)   Tenant has been advised of the Building's access to, or ability to connect into, specific or particular fiber optic lines, T1 lines and DSL lines. In the event that Tenant wishes to utilize the services of a telephone or telecommunications provider whose equipment is not servicing the Building as of the date of Tenant's execution of this Lease (“ Provider ”), such Provider shall be required to obtain the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed, before installing its lines or equipment within Landlord’s Premises. In no event shall the Provider be permitted to provide service to any occupant of Landlord’s Premises other than Tenant, without the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed.

(b)   Landlord's refusal to give its consent to the installation of lines or equipment by the Provider shall be deemed reasonable unless all of the following conditions are satisfied to Landlord's reasonable satisfaction, the satisfaction of such conditions to be evidenced by a written agreement between Provider and Landlord or by any other means acceptable to Landlord in its reasonable judgment:

(1)   Landlord shall incur no expense whatsoever with respect to any aspect of Provider's provision of its services, including, without limitation, the costs of installation, materials, utilities (including the cost of any separate meters) and service;

(2)   Prior to commencement of any work in or about the Building by Provider, Provider shall supply Landlord with such written indemnities, insurance verifications, financial statements, and such other items as Landlord reasonably deems to be necessary to protect its financial interests and the interests of the Building relating to the proposed activities of the Provider;

(3)   Prior to the commencement of any work in or about the Building by the Provider, the Provider shall agree to abide by the Rules and Regulations and such other requirements as are reasonably determined by Landlord to be necessary to protect the interests of the Building, the tenants in the Building, and the Landlord, including, without limitation, providing security in such form and amount as determined by Landlord;

(4)   Landlord reasonably determines that there is sufficient space in the Building for the placement of all of the Provider's equipment and materials;

(5)   The Provider is licensed and reputable; and

(6)   The Provider agrees to compensate Landlord for space used in the Building for the storage and maintenance of the Provider's equipment and for all costs that may be incurred by Landlord in arranging for access by the Provider's personnel, security for Provider's equipment, and any other such costs as Landlord may reasonably expect to incur, and to deliver to Landlord a security deposit covering the cost of removal of Provider’s equipment (including wiring) prior to the commencement of any such installation.

(c)   Landlord's consent under this section shall not be deemed any kind of warranty or representation by Landlord, including, without limitation, any warranty or representation as to the suitability, competence, or financial strength of Provider.

(d)   Tenant acknowledges and agrees that all telephone and telecommunications services desired by Tenant shall be ordered and utilized at the sole risk and expense of Tenant.

(e)   Tenant agrees that, to the extent service by Provider is interrupted, curtailed, or discontinued, Landlord shall have no obligation or liability with respect thereto and it shall be the sole obligation of Tenant at its expense to obtain substitute service.

(f)   The provisions of this Section 11 may be enforced solely by the Tenant and Landlord, and are not for the benefit of any other party. No Provider shall be deemed a third party beneficiary of this Lease.

12.   Repairs and Maintenance by Landlord. Except as provided in Section 14 , Landlord shall be responsible for the maintenance and repair of exterior and load-bearing walls, floor slabs, mechanical, electrical, plumbing and HVAC systems and equipment which are Building Standard, the roof of the Building, the Common Areas (including restrooms located on any full floors leased by Tenant), the Service Areas and the Parking Areas. In no event shall Landlord be responsible for the maintenance or repair of improvements made by or at the request of Tenant which are not Building Standard. All requests for repairs must be submitted to Landlord in writing, except in the case of an emergency. Repairs and maintenance by Landlord pursuant to this Section 12 are included in Basic Operating Costs, except to the extent excluded by Section 6(e) .

13.   Maintenance by Tenant . Tenant shall maintain the Premises in a clean and orderly condition and shall not commit or allow any waste to be committed on any portion of the Premises. At the expiration or early termination of this Lease, Tenant shall deliver up the Premises to Landlord in as good condition as at the Commencement Date, ordinary wear and tear and damage by fire or casualty loss (unless caused by Tenant) excepted.

14.   Repairs by Tenant . Tenant shall, at Tenant's cost, repair or replace any damage to the Premises (including doors and door frames, interior windows, flooring above the floor slab and any kitchen equipment, such as dishwashers, sinks, refrigerators, trash compactors and plumbing and other mechanical systems related thereto) that is not due to normal wear and tear and is not caused by Landlord, and any damage to Landlord’s Premises, or any part thereof, caused by Tenant or any employee, officer, contractor, agent, Tenant, guest, licensee or invitee of Tenant (except that with respect to any such damage outside of the Premises or below floor coverings, above ceilings or behind walls or columns, such damage shall be repaired by Landlord, and Tenant shall reimburse Landlord for the cost of such repairs or replacements, plus an administrative charge equal to ten percent (10%) of the cost of such repairs or replacements). If Tenant fails to make such repairs or replacements within thirty (30) days after receipt of written notice from Landlord, Landlord may, at Landlord's option, make such repairs or replacements, and Tenant shall reimburse Landlord for the cost of such repairs or replacements, plus an administrative charge equal to ten percent (10%) of the cost of such repairs or replacements. Reimbursement for all repairs performed by Landlord pursuant to this Section 14 shall be payable as additional Rent by Tenant to Landlord within ten (10) days following Tenant's receipt of an invoice from Landlord. Notwithstanding anything contained herein to the contrary, if any such damage is covered by Landlord's insurance, in whole or in part, Tenant's liability under this Section 14 shall be limited to the deductible payable by Landlord and any portion of the cost of repairing such damage not covered by Landlord's insurance. In connection with repairs or replacements made by Tenant, Tenant shall provide Landlord with a copy of the contractor agreement regarding such repairs, copies of certificates of insurance evidencing contractor coverage satisfactory to Landlord, copies of “as-built” plans and specifications and other information or documentation reasonably required by Landlord, including evidence of the lien-free completion of such repairs or replacements.