LEASE

Exhibit 10.1

LEASE
(Office)

     THIS LEASE (this “ Lease ”), dated as of May 30, 2008, is by and between Centerra Office Tech I, LLC, a Colorado limited liability company (“ Landlord ”), and Constant Contact, Inc., a Delaware corporation (“ Tenant ”).

W I T N E S S E T H:

     1.  PRINCIPAL TERMS . Capitalized terms, first appearing in quotations in this Section, elsewhere in the Lease or any Exhibits, are definitions of such terms as used in the Lease and Exhibits and shall have the defined meaning whenever used.

1.1		“ BUILDING ”:		An existing building known as Hahns Peak One and located at 4850 Hahn’s Peak Drive, Loveland, Colorado 80538.
1.2		“ PREMISES ”:		Approximately 9,249 square feet of Rentable Area as defined in Section 2 below and depicted on Exhibit A attached hereto located on the west side of the Building on the second floor, to be known as Suite 210.
1.3		“ INITIAL TERM ”:		The period commencing on the Commencement Date and expiring on the Expiration Date, unless earlier terminated in accordance with the terms hereunder.
		“ Commencement Date ”:		The later of: (1) June 1, 2008, or (2) the date upon which the Premises are delivered to Tenant with the Landlord Work (as defined below) and Tenant Finish Work (as defined below) Substantially Complete (as defined below).
		“ Expiration Date ”:		The date that is thirty (30) days after the Permanent Space Lease Rent Commencement Date (as defined in Section 1.16 below); unless earlier terminated in accordance with the terms hereunder (including without limitation, pursuant to Section 29.23 below).
1.4		“ BASE RENT ”:

		Annual				Monthly
Period		Base Rent				Base Rent
Commencement Date — Expiration Date		$15.00 per Rentable Square Foot				$	11,561.25

1.5		“ OPERATING EXPENSES ”:		As defined in Section 6.1, Tenant’s Pro Rata Share: 17.45%
1.6		“ DEPOSIT ”:		$18,498.00.
1.7		“ PERMITTED USE ”:		General office use, which may include the operation of a call center. In no event may medical use or retail sales transactions by Tenant of tangible personal property be initiated, consummated, conducted, transacted or otherwise occur from or within any portion of the Premises.

1.8		Intentionally Omitted .
1.9		LANDLORD’S NOTICE ADDRESS :		Centerra Office Tech I, LLC
				Attention: Vice President of Property Management
				2725 Rocky Mountain Avenue, Ste. 200
				Loveland, CO 80538
				With copy to:
				McWhinney Real Estate Services, Inc.
				Attention: Property Manager
				2725 Rocky Mountain Avenue, Ste. 200
				Loveland, CO 80538
1.10		LANDLORD’S TAX I.D. :		20-4718282
1.11		TENANT’S NOTICE ADDRESS :		Reservoir Place
		Pre-Commencement Address:		1601 Trapelo Road, Suite 329
				Waltham, MA 02494
				With copy to:
				Wilmer Cutler Pickering Hale & Dorr LLP Attn: Paul Jakubowski 60 State Street Boston, MA 02109
		Post-Commencement Address:		Address of the Premises
				With copy to:
				Wilmer Cutler Pickering Hale & Dorr LLP
				Attn: Paul Jakubowski
				60 State Street
				Boston, MA 02109
1.12		TENANT’S TAX I.D.:		04-3285398
1.13		LANDLORD’S BROKER:		McWhinney Real Estate Services, Inc.
				2725 Rocky Mountain Avenue, Ste. 200
				Loveland, CO 80538
1.14		COOPERATING BROKER:		McCall & Almy, Inc.
				One Post Office Square
				Boston, MA 02109
1.15		“ Permanent Space Lease ”		That certain Lease dated of even date herewith, by and between McWhinney Real Estate Services, Inc., a Colorado corporation, as Landlord, and Tenant, as tenant, for certain space at the building known as Precision Drive Three, located in Loveland, Colorado.

1.16		“ Permanent Space Lease Rent Commencement Date ”		The “Rent Commencement Date” under the Permanent Space Lease.
1.17		ATTACHMENTS:		Exhibit A — The Premises
				Exhibit B — Real Property
				Exhibit C — Commencement Certificate
				Exhibit D — Rules and Regulations
				Exhibit E — Landlord Work and Tenant Finish Work
				Exhibit F — Subordination, Non-Disturbance and Attornment Agreement
				Exhibit G — Work Letter
				Exhibit H — Parking Area
				Exhibit I — Title Restrictions

     2.  GENERAL COVENANTS . Tenant covenants and agrees to pay Rent and perform the obligations hereafter set forth and in consideration therefor Landlord leases to Tenant the Premises as depicted on the attached Exhibit A for the Term, together with a non-exclusive right, subject to the provisions hereof, to use: (i) the common lobbies, toilets, corridors, stairways, elevators and the pipes, ducts, conduits, systems, wires and any other common areas and facilities serving the Premises, (ii) the plazas, common walkways and driveways and all other common areas on the real property legally described on Exhibit B (the “ Real Property ”) necessary for access to the Building and the Premises, and (iii) and all other common areas and facilities serving the Premises or which are necessary for Tenant’s use as permitted hereunder (the “ Common Areas ”). Landlord represents and warrants that the rentable area of the Premises consisting of the measured area of the Premises crosshatched on Exhibit A and Tenant’s Pro Rata Share of the Common Areas within the Building are computed substantially in accordance with the Building Owners and Managers Association International Standard Method for Measuring Floor Area in Office Buildings (ANSI/BOMA Z65.1-1996, that standard being referred to sometimes as “ BOMA ,” and the space in the Premises so measured being the “ Rentable Area ” or “ Rentable Square Feet ”). The Building, Real Property, Common Areas, and appurtenances are hereinafter collectively sometimes called the “ Building Complex .” Tenant acknowledges that the Real Property is subject to various recorded agreements, restrictions, easements and other recorded instruments, including, but not limited to, (i) the Second Restated and Amended Master Declaration of Covenants, Conditions and Restrictions for Centerra as recorded in the Larimer County, Colorado records (as supplemented and amended, the “Declaration ”); (ii) the Gateway General Development Plan (as supplemented and amended, the “ Development Plan ”); (iii) the MHC LLLP Restrictions (as defined in Section 34 below); (iv) the PIF Covenant (as defined in Section 35 below); and (v) the RSF Covenant (as defined in Section 35 below). In accordance with the terms hereof, Tenant agrees to be bound by and to abide by all such restrictions and requirements, including the Declaration, the Development Plan, the MHC LLLP Restrictions, the PIF Covenant and the RSF Covenant, and all other obligations and restrictions described in Section 35 below. In addition, Tenant further acknowledges that the Real Property is subject to Centerra Metropolitan District Nos. 2 and 4 providing for the installation of certain infrastructure improvements to benefit the Premises and other improvements in the project generally known as “ Centerra ,” including, but not limited to, roadways, sanitary sewer lines, water lines and storm drainage facilities and extensions thereof. All such recorded agreements, restrictions, easements and other recorded instruments, including, the Declaration, the Development Plan, the MHC LLLP Restrictions, the PIF Covenant and the RSF Covenant, shall be herein referred to as the “ Title Restrictions .” Landlord represents and warrants that this Lease shall not be subject to any Title Restrictions other than (i) the Title Restrictions described on Exhibit I attached hereto, and (ii) any Title Restrictions hereinafter recorded that do not interfere with Tenant’s use of the Premises for the Permitted Uses or impose additional costs upon Tenant (regardless of whether such costs are imposed directly under such Title Restriction or pursuant to this Lease).

     3.  TERM . The Initial Term of the Lease commences at 12:01 a.m. on the Commencement Date and terminates at 12:00 midnight on the Expiration Date, unless earlier terminated as set forth herein (the Initial Term together with any extensions thereof is herein referred to as the “ Term ”).

     4.  RENT . Commencing on the Commencement Date and on the first day of each calendar month of the Term thereafter, Tenant shall pay Base Rent in the monthly amount stated in Section 1.4, in advance without notice (all amounts, including Base Rent, to be paid by Tenant pursuant to this Lease as the context requires are sometimes referred to collectively as “ Rent[s] ”). Rents shall be paid without set off, abatement, or diminution (except as expressly set forth herein), to Landlord at 2725 Rocky Mountain Avenue, Suite 200, Loveland, Colorado 80538, or at such other place as Landlord from time to time designates in writing in accordance with Section 30 below.

     5.  COMPLETION OF THE PREMISES .

          5.1 Landlord shall deliver possession of the Premises to Tenant, vacant and broom clean at the time of substantial completion of Landlord Work and Tenant Finish Work (as defined in Section 5.4 below) (“ Delivery Date ”). In addition, Landlord shall grant Tenant access to the Premises prior to the Delivery Date for the purpose of installing its equipment and furniture at the Premises and otherwise perform such work to prepare the Premises for Tenant’s occupancy at such time as Landlord shall, in its good faith judgment, determine that such activities by Tenant will not unreasonably interfere with completion of Landlord Work and/or Tenant Finish Work performed by Landlord. Any such access shall be subject to such rules and regulations as Landlord shall reasonably promulgate for the purpose of protecting the Premises, avoiding conflicts among contractors and promoting safety at the Premises. Commencing on the Delivery Date (or earlier date on which Landlord shall grant access or possession to Tenant), Tenant agrees that all terms and provisions of this Lease shall be in effect, excluding, however, Tenant’s obligation to pay Rent which shall commence on the Commencement Date as provided in Section 1.3 above. Except for completion of the Landlord Work and Tenant Finish Work, Landlord shall have no obligation for completion or remodeling of the Premises, and Tenant shall accept the Premises in their “as is” condition on the Commencement Date. Promptly after the Commencement Date, Landlord and Tenant agree to execute a Commencement Certificate in the form attached hereto as Exhibit C setting forth the exact Commencement Date.

          5.2 Except for any latent defects or Punch List Items, taking possession of the Premises by Tenant on the Delivery Date shall be conclusive evidence that the Premises are in the condition agreed between Landlord and Tenant and shall constitute an acknowledgment by Tenant of satisfactory completion of any work which Landlord has agreed to perform.

          5.3 Notwithstanding any provision to the contrary herein, Landlord represents and warrants to Tenant that (a) provided that Tenant only uses the Premises for the Permitted Use, the Building and the Premises are in material compliance with all applicable zoning and land use laws; (b) to the best of Landlord’s knowledge, the Building and the Premises are in material compliance with all environmental laws and agreements; (c) the Building and the Premises are in material compliance with the requirements of all Title Restrictions insofar as they relate to the Real Property described on Exhibit B and there are no violations of the Title Restrictions which will materially interfere with Tenant’s use or occupancy of the Premises; (d) use of the Premises for the Permitted Use is permitted as a matter of right at the Real Property under all applicable laws, rules, and regulations, and all Title Restrictions; (e) Tenant shall not be required to pay any design review fee to the Centerra Design Review Committee in connection with its use of the Premises for the Permitted Use; (f) Landlord holds fee simple title to the Real Property, subject to no mortgage other than a mortgage for the benefit of Wells Fargo Bank, N.A.; (g) Landlord has full power and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith; and (h) no other party has any possessory right to the Premises or has claimed the same.

          5.4 Landlord shall, at Landlord’s sole cost and expense, perform certain improvements at the Premises described as “Landlord Work” on Exhibit E attached hereto. In addition, Landlord shall perform certain improvements at the Premises on behalf of Tenant described as “Tenant Finish Work” on Exhibit E attached hereto at Tenant’s sole cost and expense as set forth on Exhibit E with respect to Tenant Finish Work. The Landlord Work and Tenant Finish Work shall be completed in accordance with the terms of the Work Letter attached hereto as Exhibit G. The Landlord Work and Tenant Finish Work shall be deemed to be “ Substantially Complete ” on the later of (i) the date upon which all Landlord Work and Tenant Finish Work have been performed, other than any minor details of construction, mechanical adjustment or any other

similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises (“Punch List Items”), and (ii) the date upon which Landlord obtains a temporary or permanent certificate of occupancy for the Premises permitting the lawful occupancy and use of the Premises by Tenant for the Permitted Use. In the event that Landlord obtains a temporary certificate of occupancy for the Premises, Landlord shall diligently undertake such action as shall be required to secure a permanent certificate of occupancy for the Premises. If Landlord shall thereafter fail to obtain such permanent certificate of occupancy and such failure to obtain a permanent certificate of occupancy shall materially interfere with Tenant’s use or occupancy of the Premises, then, subject to the provisions of Section 21 below and except to the extent that such delay is caused by Tenant, Landlord shall be deemed in default hereunder. Within fifteen (15) days after the Landlord Work and Tenant Finish Work are Substantially Complete, Landlord and Tenant shall together conduct an inspection of the Premises and prepare a list of the Punch List Items setting forth any portions of the Landlord Work and/or Tenant Finish Work that is not in conformity with such work as described on Exhibit E attached to this Lease. Landlord shall correct all such Punch List Items as promptly as reasonably possible and with a minimum of interference with Tenant’s occupancy and use of the Premises. Landlord shall be solely responsible for payment of all Landlord Work and Tenant shall be solely responsible for payment of all Tenant Finish Work. Prior to the commencement of any Tenant Finish Work, Tenant shall deposit with Landlord an amount equal to fifty percent (50%) of the cost of the Tenant Finish Work as set forth on Exhibit E, which deposit (“ Tenant Finish Deposit ”) may be used by Landlord in connection with the installation of the Tenant Finish Work. Upon completion of the Tenant Finish Work, Tenant shall reimburse to Landlord the remaining balance owing for the Tenant Finish Work as set forth on Exhibit E.

          5.5 Landlord agrees to use commercially reasonable efforts to Substantially Complete the Landlord Work and Tenant Finish Work on or before June 1, 2008. In the event that the Commencement Date is later than July 1, 2008 (“ Outside Delivery Date ”), then Tenant’s obligation to pay Rent starting on the Commencement Date shall be delayed by one (1) day for each day, commencing on the Outside Delivery Date and continuing until the Commencement Date. In the event that the Commencement Date is later than September 1, 2008 (the “ Outside Termination Date ”), then Tenant shall have the right to terminate this Lease by written notice to Landlord at any time after the Outside Termination Date, but prior to the Commencement Date. In the event Tenant shall elect to terminate this Lease after the Outside Termination Date as provided in the preceding sentence, Landlord shall refund to Tenant the Deposit and the Tenant Finish Deposit less any amounts paid by Landlord for the purchase of the Liebert Unit on behalf of Tenant and Landlord shall thereafter transfer ownership of the Liebert Unit to Tenant by bill of sale. Notwithstanding the foregoing, in the event that the date for the Landlord Work and Tenant Finish Work to be Substantially Complete, the Outside Delivery Date and the Outside Termination Date are delayed as a result of Tenant Delays defined in the Work Letter attached hereto, then such dates shall be extended by the number of days caused by Tenant Delay.

     6.  OPERATING EXPENSES .

          6.1 Definitions. The additional terms below have the following meanings in this Lease:

               (1) “ Landlord’s Accountants ” means that individual or firm employed by Landlord from time to time to keep the books and records for the Building Complex, and/or to prepare the federal and state income tax returns for Landlord with respect to the Building Complex, which books and records shall be certified to by a representative of Landlord. All determinations made hereunder shall be reasonably made by Landlord’s Accountants unless otherwise stated.

               (2) “ Building Rentable Area ” means approximately 53,000 rentable square feet of space in the Building computed substantially in accordance with BOMA. If there is a significant change in the aggregate Building Rentable Area as a result of an addition, partial destruction, modification to building design, or similar cause which

causes a reduction or increase in the Building Rentable Area on a permanent basis or, if Landlord remeasures the Building and a change in the Building Rentable Area occurs, Landlord’s Accountants shall make such adjustments in the computations as are necessary to provide for such change.

               (3) “ Tenant’s Pro Rata Share ” or “ Pro Rata Share ” initially means the percentage set forth in Section 1.5, which percentage has been computed by dividing the total Rentable Square Feet allocated to the Premises by the Building Rentable Area. If Tenant, at any time during the Term, leases additional space in the Building or if the Building Rentable Area is adjusted, Tenant’s Pro Rata Share shall be recomputed by dividing the total Rentable Square Feet allocated to the Premises (including any additional space leased by Tenant) by the Building Rentable Area and the resulting figure shall become Tenant’s Pro Rata Share.

               (4) “ Operating Expense Year ” means each calendar year during the Term, except that the first Operating Expense Year begins on the Commencement Date and ends on December 31 of such calendar year and the last Operating Expense Year begins on January 1 of the calendar year in which this Lease expires or is terminated and ends on the date of such expiration or termination. If an Operating Expense Year is less than twelve (12) months, Operating Expenses for such year shall be prorated on a per diem basis.

               (5) “ Operating Expenses ” means all operating expenses of any kind or nature, paid or incurred by Landlord, which are in Landlord’s reasonable judgment necessary, appropriate, or customarily incurred in connection with the operation, service and maintenance of the Building Complex, including costs incurred in fulfillment of Landlord’s services, operation and maintenance obligations under the terms of this Lease. “ Operating Expenses ” include:

          (a) All real property taxes and assessments, including assessments made pursuant to Centerra Metropolitan District Nos. 2 and 4, levied against the Building Complex by any governmental or quasi-governmental authority, including taxes, assessments, surcharges, or service or other fees of a nature not presently in effect which are hereafter levied on the Building Complex as a result of the use, ownership or operation of the Building Complex or for any other reason, whether in lieu of or in addition to, any current real estate taxes and assessments. However, any taxes which are levied on the rent of the Building Complex will be determined as if the Building Complex were Landlord’s only real property. In no event do taxes and assessments include any federal or state income taxes levied or assessed on Landlord. Expenses for tax consultants to contest taxes or assessments are also included as “ Operating Expenses ” (and all of the foregoing are collectively referred to herein as “ Taxes ”). Taxes also include special assessments, license taxes, business license fees, business license taxes, commercial rental taxes, levies, charges, penalties or taxes, imposed by any authority against the Premises, Building Complex or any legal or equitable interest of Landlord. Special assessments are deemed payable in such number of installments permitted by law, whether or not actually so paid, and include any applicable interest on such installments. Taxes (other than special assessments) are computed on an accrual basis based on the year in which they are levied, even though not paid until the following Operating Expense Year. Notwithstanding the foregoing or any provision to the contrary herein, the following shall be excluded from Taxes and shall be paid solely by Landlord: inheritance, estate, succession, transfer, gift, franchise, or capital stock tax, or any income taxes arising out of or related to ownership and operation of income producing real estate, or any excise taxes imposed upon Landlord based upon gross or net rentals or other income received by it;

          (b) Costs of supplies, including costs of relamping and replacing ballasts in all Building standard tenant lighting;

          (c) Costs of energy for the Building Complex (but not for individual tenant spaces), including costs of propane, butane, natural gas, steam, electricity, solar energy and fuel oils, coal or any other energy sources;

          (d) Costs of water and sanitary and storm drainage services;

          (e) Costs of security services;

          (f) Costs of general maintenance and non-capital repairs, including costs under HVAC and other mechanical maintenance contracts; and non-capital repairs of equipment used in maintenance and repair work;

          (g) Costs of maintenance and non-capital repair of landscaping;

          (h) Insurance premiums for the Building Complex, including all-risk or multi-peril coverage, together with loss of rent endorsement; the part of any claim paid under the deductible portion of any insurance policy carried by Landlord; public liability insurance; and any other insurance carried by Landlord on any component parts of the Building Complex;

          (i) Except as otherwise provided herein, all labor costs, including wages, costs of worker’s compensation insurance, payroll taxes, fringe benefits, including pension, profit-sharing and health benefits, and legal fees and other costs incurred in resolving any labor dispute;

          (j) Professional building management fees, costs and expenses, including costs of office space and storage space required by management for performance of its services (and said building management may, at Landlord’s option, be performed either by a third-party or Landlord-affiliated property management company);

          (k) Legal, accounting, inspection, and other consulting fees (including fees for consultants for services designed to produce a reduction in Operating Expenses or improve the operation, maintenance or state of repair of the Building Complex);

          (l) Costs of capital improvements and structural repairs and replacements to the Building Complex to conform to changes subsequent to the Commencement Date for the Building pursuant to any Applicable Legal Requirements as defined in Section 8 below (herein “ Required Capital Improvements ”). Expenditures for Required Capital Improvements will be amortized at a market rate of interest over the useful life of such capital improvement (as determined in accordance with generally accepted accounting principles). Landlord hereby represents that to the best of its knowledge, the Building Complex conforms to all Applicable Legal Requirements as of the date hereof;

          (m) Costs incurred for Landlord’s Accountants including costs of any experts and consultants engaged to assist in making the computations;

          (n) All dues, assessments, impositions and charges payable to associations; and

          (o) Costs of janitorial services to Common Areas and the Premises two (2) nights per week.

“ Operating Expenses ” do not include:

               (i) Costs of work which Landlord performs for any tenant, including permit, license and inspection costs, incurred with respect to the installation of tenants’ or other occupants’ improvements or incurred in renovating or otherwise improving, decorating, painting or redecorating vacant space for tenants or other occupants of the Building Complex;

               (ii) Costs incurred by Landlord to the extent that Landlord is reimbursed by insurance proceeds or is otherwise reimbursed;

               (iii) Leasing commissions, advertising and promotional expenses, and other costs incurred in leasing space in the Building, and costs of acquisition and maintenance of signs in or on the Building

identifying the owner of the Building or tenants, provided that the foregoing shall not exclude the costs of acquiring and maintaining common signage for the benefit of all tenants within the Building as a permitted Operating Expense;

               (iv) Costs of repairs or rebuilding necessitated by condemnation;

               (v) Any bad debt expenses and interest, principal, points and fees on debts or amortization on any mortgage or other debt instrument encumbering the Building or the Real Property;

               (vi) Depreciation, amortization and interest payments, except on equipment, materials, tools, supplies and vendor type equipment purchased by Landlord to enable Landlord to supply services Landlord might otherwise contract for with a third party where such depreciation, amortization and interest payments would otherwise have been included in the charge for such third party’s services, all as determined in accordance with generally accepted accounting principles, consistently applied, and when depreciation or amortization is permitted or required, the item shall be amortized over its reasonably anticipated useful life;

               (vii) To the extent paid directly by the Tenant, as hereinafter provided, electrical costs for the Premises and janitorial services for the Premises;

               (viii) Costs that represent income or use taxes of Landlord other than use taxes charged to Landlord for equipment, materials or supplies used by Landlord in connection with maintenance and, subject to Section 6.1(5)(l) above, non-capital repair as set forth above; and salaries and other benefits paid to the employees of Landlord to the extent customarily included in or covered by a management fee, provided that in no event shall Operating Expenses include salaries and/or benefits attributable to personnel above the level of Building manager;

               (ix) Any ground or underlying lease rental;

               (x) Except as otherwise provided in Section 6.1(5)(l) above, costs which may be considered capital improvements, capital repairs, capital changes or any other capital costs as determined under generally accepted accounting principles;

               (xi) Rentals for items which if purchased, rather than rented, would constitute a capital cost;

               (xii) Marketing costs, including leasing commissions, attorneys’ fees (in connection with the negotiation and preparation of letters, deal memos, letters of intent, leases, subleases and/or assignments), space planning costs, and other costs and expenses incurred in connection with lease, sublease and/or assignment negotiations and transactions with present or prospective tenants or other occupants of the Building;

               (xiii) Expenses in connection with services or other benefits which are not offered to Tenant or for which Tenant is charged for directly;

               (xiv) Costs incurred by Landlord due to the violation by Landlord or any tenant of the terms and conditions of any lease of space in the Building Complex;

               (xv) Costs incurred due to the acts or failure to act of other tenants leasing space in the Building Complex;

               (xvi) Management fees paid or charged by Landlord in connection with the management of the Building to the extent such management fee exceeds five percent (5%) of the gross rents and other charges and sums due to Landlord from tenants occupying space in the Building;

               (xvii) Rent for any office space occupied by Building management personnel to the extent the size or rental rate for of such office space exceeds the size or fair market rental value of office space occupied by management personnel of comparable buildings in the vicinity of the Building;

               (xviii) Amounts paid to Landlord or to subsidiaries or affiliates of Landlord for goods and/or services in the Building to the extent the same exceeds reasonable compensation for such goods and/or services;

               (xix) Landlord’s general corporate overhead and general and administrative expenses;

               (xx) Any compensation paid to clerks, attendants or other persons in commercial concessions operated by Landlord;

               (xxi) Services provided, taxes, attributable to, and costs incurred in connection with the operation of any retail, restaurant and garage operations for the Building, and any replacement garages or parking facilities and any shuttle services;

               (xxii) Costs incurred in connection with upgrading the Building to comply with laws, rules, regulations and codes in effect prior to the Commencement Date;

               (xxiii) Any financial obligation arising from or owing pursuant to Ordinance No. 4519, An Ordinance Concerning the City of Loveland, Colorado Special Improvement District No. 1 recorded April 3, 2000, at Reception No. 2000021235 and recorded July 18, 2000 at Reception No. 2000047950 of the Larimer County, Colorado records.

               (xxiv) All assessments from any governmental or quasi-governmental entities which are not specifically charged to Tenant because of what Tenant has done, which can be paid by Landlord in installments, shall be paid by Landlord in the maximum number of installments permitted by law and not included as Operating Expenses except in the year in which the assessment or premium installment is actually paid;

               (xxv) Costs arising from the gross negligence or willful misconduct of Landlord or other tenants or occupants of the Building or their respective agents, employees, licensees, vendors, contractors or providers of materials or services;

               (xxvi) Costs arising from Landlord’s charitable or political contributions;

               (xxvii) Costs arising from latent defects or repair thereof;

               (xxviii) Costs for sculpture, paintings or other objects of art; and

               (xxix) Costs associated with the operation of the business of the entity which constitutes Landlord as the same are distinguished from the costs of operation of the Building, including accounting and legal matters, costs of defending any lawsuits with any mortgagee (except as the actions of Tenant may be in issue), costs of selling, syndicating, financing, mortgaging or hypothecating any of Landlord’s interest in the Building, costs incurred in connection with any disputes between Landlord and its employees, between Landlord and Building management, or between Landlord and other tenants or occupants.

          (6) If any lease entered into by Landlord with any tenant in the Building provides for a separate basis of computation for any Operating Expenses with respect to its leased premises, Landlord’s Accountants shall modify the computation of Building Rentable Area and Operating Expenses for a particular Operating Expense Year to eliminate or modify any expenses which are paid for in whole or in part by such tenant. If the Building Rentable Area is not fully occupied during any particular Operating Expense Year, Landlord’s Accountants may adjust those Operating Expenses which are affected by occupancy for the particular Operating Expense Year to reflect ninety-five percent (95%) occupancy.

          6.2 Estimated Payments . During each Operating Expense Year beginning with the first month of the first Operating Expense Year and continuing each month thereafter throughout the Term, Tenant shall pay Landlord, at the same time as Base Rent is paid, an amount equal to Tenant’s Pro Rata Share of one-twelfth (1/12) of Landlord’s estimate of any Operating Expenses for the particular Operating Expense Year (“ Estimated Payment ”).

          6.3 Annual Adjustments .

               (1) Within ninety (90) days after the end of each Operating Expense Year, Landlord shall submit to Tenant a statement setting forth the exact amount of Tenant’s Pro Rata Share of the Operating Expenses for the Operating Expense Year just completed (the “ Operating Statement ”). As soon as reasonably possible after the beginning of the second Operating Expense Year (but in no event in excess of ninety (90) days thereafter), Landlord’s Operating Statement shall set forth the difference, if any, between Tenant’s actual Pro Rata Share of Operating Expenses allocable to the Operating Expense Year just completed and the Estimated Payments by Tenant allocable to such Operating Expense Year. Each Operating Statement shall also set forth the projected increase or decrease, if any, in Operating Expenses for the new Operating Expense Year and the resulting increase or decrease in Tenant’s monthly Rent for such new Operating Expense Year above or below the Rent paid by Tenant for the immediately preceding Operating Expense Year.

               (2) To the extent that Tenant’s Pro Rata Share of Operating Expenses for the period covered by an Operating Statement is different from the Estimated Payments by Tenant allocable to the Operating Expense Year just completed, Tenant shall pay Landlord any deficiency within thirty (30) days following receipt by Tenant of the Operating Statement, or receive a credit from Landlord against the next due Rent in an amount equal to any overpayment by Tenant (provided, however, that to the extent that the amount of such overpayment exceeds Rent payable for the remainder of the Term of this Lease, Landlord shall provide Tenant with a cash reimbursement within thirty (30) days after delivery of the Operating Statement), as the case may be. Until Tenant receives an Operating Statement, Tenant’s Estimated Payment for the new Operating Expense Year shall continue to be paid at the prior Estimated Payment amount, but Tenant shall commence payment of Rent based on the new Estimated Payment amount beginning on the first day of the calendar month following the calendar month in which Tenant receives the new Operating Statement. Tenant shall also pay Landlord or deduct from the Rent next due and payable, as the case may be, on the date required for the first payment, as adjusted, the difference, if any, between the Estimated Payment for the new Operating Expense Year set forth in the Operating Statement and the Estimated Payment actually paid during the new Operating Expense Year (provided, however, that to the extent that the amount of such difference exceeds Rent payable for the remainder of the Term of this Lease, Landlord shall provide Tenant with a cash reimbursement within thirty (30) days after delivery of the Operating Statement). If, during any Operating Expense Year, there is a change in the information on which Tenant is then making its Estimated Payments so that the prior estimate is no longer accurate, Landlord may revise the estimate and there shall be such corresponding adjustments made in the monthly Rent on the first day of the calendar month following notice to Tenant as shall be necessary by either increasing or decreasing, as the case may be, the amount of monthly Rent then being paid by Tenant for the balance of the Operating Expense Year.

          6.4 Miscellaneous . In no event will any decrease in Rent pursuant to any provision hereof result in a reduction of Rent below the Base Rent. Delay by Landlord in submitting any Operating Statement for any Operating Expense Year does not affect the provisions of this Section except to the extent provided above, or constitute a waiver of Landlord’s rights for such Operating Expense Year or any subsequent Operating Expense Years.

          6.5 Dispute . If Tenant disputes an adjustment submitted by Landlord or a proposed increase or decrease in the

Estimated Payment, Tenant shall give Landlord notice of such dispute within one hundred eighty (180) days after Tenant’s receipt of the adjustment. If Tenant does not give Landlord timely notice, Tenant waives its right to dispute the particular adjustment. If Tenant timely objects, Tenant may engage its own certified public accountants (“ Tenant’s Accountants ”) to verify the accuracy of the statement complained of or the reasonableness of the estimated increase or decrease. If Tenant’s Accountants determine that an error has been made, Landlord’s Accountants and Tenant’s Accountants shall endeavor to agree upon the matter, failing which such matter shall be submitted to an independent certified public accountant selected by Landlord, with Tenant’s reasonable approval, for a determination which will be conclusive and binding upon Landlord and Tenant. All costs incurred by Tenant for Tenant’s Accountants shall be paid for by Tenant unless Tenant’s Accountants disclose an error, acknowledged by Landlord’s Accountants (or found to have occurred through the above independent determination), of more than five percent (5%) in the computation of the total amount of Operating Expenses, in which event Landlord shall pay the reasonable costs incurred by Tenant to obtain such audit. Notwithstanding the pendency of any dispute, Tenant shall continue to pay Landlord the amount of the Estimated Payment or adjustment determined by Landlord’s Accountants until the adjustment has been determined to be incorrect. If it is determined that any portion of the Operating Expenses were not properly chargeable to Tenant, then Landlord shall credit such amount against Rent next due and payable (provided, however, that to the extent that such amount exceeds Rent payable for the remainder of the Term of this Lease, Landlord shall provide Tenant with a cash reimbursement within thirty (30) days after such determination).

     7.  SERVICES .

          7.1 Subject to the provisions below, Landlord agrees, in accordance with standards reasonably determined by Landlord from time to time for the Building: (1) to furnish running water at those points of supply for general use of tenants of the Building; (2) during Ordinary Business Hours, to furnish to interior Common Areas heated or cooled air (as applicable), electrical current, janitorial services, and maintenance; (3) to furnish heated or cooled air (as applicable), electrical current, janitorial services, and maintenance (to the extent required under Section 11 below) to the Premises for standard office use; (4) to provide, during Ordinary Business Hours, the general use of passenger elevators for ingress and egress to and from the Premises, if applicable (at least one [1] such elevator shall be available at all times except in the case of emergencies or repair); (items [1] through [4] are collectively called “ Services ”). “ Ordinary Business Hours ” means 7:00 AM to 7:00 PM Monday through Friday and from 8:00 AM to 12:00 Noon Saturdays, excepting all legal holidays generally recognized in the State of Colorado.

          7.2 In the event Landlord shall determine that Tenant is utilizing electricity and/or natural gas in excess of Tenant’s Pro Rata Share, Landlord may cause electricity and natural gas provided to the Premises to be separately metered, at Landlord’s expense, and Tenant shall thereafter pay all utility deposits, fees and monthly service charges for electricity and natural gas services separately metered to the Premises. Tenant shall also pay the cost of replacing light bulbs and/or tubes and ballasts used in all lighting in the Premises other than that provided by Landlord to all tenants of the Building.

          7.3 Landlord may temporarily discontinue, reduce, or curtail Services to the extent necessary due to accident, casualty repairs, alterations, strikes, lockouts, Applicable Legal Requirements, or any other happening beyond Landlord’s reasonable control. Except as provided in Section 7.4 below, Landlord is not liable for damages to Tenant or any other party as a result of any interruption, reduction, or discontinuance of Services (either temporary or permanent) nor shall the temporary occurrence of any such event be construed as an eviction of Tenant, or cause or permit an abatement, reduction or setoff of Rent (except as specifically provided in this Lease), or operate to release Tenant from Tenant’s obligations.

          7.4 An “ Abatement Event ” shall be defined as an event or circumstance (other than those addressed in Sections 18 and 19 below) that is within the reasonable control of Landlord and which prevents Tenant from using the Premises or any portion thereof, as a result of any failure to provide Services or access to the Premises. An “Abatement Event” shall not include any item which is beyond the reasonable control of Landlord. Tenant shall give Landlord notice (“ Abatement Notice ”) of any such Abatement Event, and if such Abatement Event continues beyond the “Eligibility Period” (as that term is defined below), then the Base Rent and Tenant’s other monetary obligations to Landlord shall be abated entirely or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use, the Premises or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not use, bears to the total rentable area of the Premises; provided,

however, in the event that Tenant is prevented from using, and does not use, a portion of the Premises for a period of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, Rent to Landlord shall be abated entirely for such time as Tenant continues to be so prevented from using, and does not use, the Premises. The term “ Eligibility Period ” shall mean a period of three (3) consecutive days after Landlord’s receipt of any Abatement Notice(s). In addition, if an Abatement Event continues for sixty (60) consecutive days after any Abatement Notice, Tenant may terminate this Lease by written notice to Landlord at any time prior to the date such Abatement Event is cured by Landlord.

          7.5 Tenant shall promptly notify Landlord of any accidents or defects in the Building of which Tenant actually becomes aware, including defects in pipes, electric wiring, and HVAC equipment, and of any condition which may cause injury or damage to the Building or any person or property therein.

     8.  QUIET ENJOYMENT . So long as this Lease is in full force and effect, Tenant is entitled to the quiet enjoyment and peaceful possession of the Premises subject to the provisions of this Lease; the statutes, rules, regulations, zoning laws, other laws, codes, ordinances, decrees and orders of applicable federal, state and local governmental authorities; Title Restrictions and any other recorded instruments now or hereafter in effect (together, “ Applicable Legal Requirements ”).

     9.  DEPOSIT . Tenant has deposited and will keep on deposit at all times during the Term with Landlord the Deposit as security for the payment and performance of Tenant’s obligations under this Lease. If, at any time, Tenant is in default (beyond applicable notice and cure periods), Landlord has the right to use the Deposit, or so much thereof as necessary, in payment of Rent, in reimbursement of any expense incurred by Landlord, and in payment of any damages incurred by Landlord by reason of such Event of Default. In such event, Tenant shall on demand of Landlord forthwith remit to Landlord a sufficient amount in cash to restore the Deposit to the original amount. If the entire Deposit has not been utilized, the remaining amount will be refunded to Tenant or to whoever is then the holder of Tenant’s interest in this Lease, without interest, within thirty (30) days after full performance of this Lease by Tenant. Landlord may commingle the Deposit with other funds of Landlord. Landlord shall deliver the Deposit to any purchaser of Landlord’s interest in the Premises, and Landlord shall be discharged from further liability therefor. Tenant agrees that if a Mortgagee succeeds to Landlord’s interest in the Premises by reason of foreclosure or deed in lieu of foreclosure, Tenant has no claim against the Mortgagee for the Deposit or any portion thereof unless such Mortgagee has actually received the same from Landlord (Landlord hereby agreeing to deliver such amounts to any such Mortgagee). If claims of Landlord exceed the Deposit, Tenant shall remain liable for the balance.

     10.  CHARACTER OF OCCUPANCY .

          10.1 Tenant shall be entitled to occupy the Premises for the Permitted Use and for no other purpose, and pay on demand for any damage to the Premises caused by misuse or abuse by Tenant, Tenant’s agents or employees, or any other person entering upon the Premises under express or implied invitation of Tenant (collectively, “ Tenant’s Agents ”). Tenant, at Tenant’s expense, shall comply with all Applicable Legal Requirements which impose any duty upon Landlord or Tenant with respect to the occupation or alteration of the Premises, provided Tenant shall not be responsible for structural repairs or alterations except to the extent set forth in Section 6.1(5)(l) above or required as a result of the negligence or willful misconduct of Tenant, its contractors, agents, employees and/or invitees. Tenant shall not commit or permit waste or any nuisance on or in the Premises. Notwithstanding the foregoing or any other provision of this Lease, Tenant shall not, except pursuant to Section 6.1(5)(l) above or as a result of the negligence or willful misconduct of Tenant, its contractors, agents, employees and/or invitees, be responsible for compliance with any Applicable Legal Requirements, or the like requiring (i) structural repairs or modifications or (ii) repairs or modifications to the utility or building service equipment or (iii) installation of new building service equipment, such as fire detection or suppression equipment, unless such repairs, modifications, or installations shall be due to Tenant’s particular manner of use of the Premises as opposed to office use generally.

     11.  MAINTENANCE, ALTERATIONS AND REENTRY .

          11.1 Throughout the Term, Tenant shall make all repairs and replacements to HVAC, mechanical, life safety and electrical systems which exclusively serve the Premises (as opposed to the Building generally). Landlord shall provide upkeep, maintenance, and repairs to all other systems (or portions thereof) which serve the Premises, the entire Building Complex and/or any Common Areas. Except as otherwise provided in Section 6.1(5)(l) above, Landlord shall also maintain and repair the roof, foundation and all structural and exterior elements and facilities of the Premises, Building, Building Complex and all Common Areas. Except as provided in this Section or otherwise expressly required in this Lease, Landlord is not required to make improvements or repairs to the Premises during the Term.

          11.2 Landlord or Landlord’s agents may enter the Premises (i) at any time during Ordinary Business Hours to respond to emergency conditions and (ii) upon forty-eight (48) hours prior notice to Tenant during non-Ordinary Business Hours for maintenance, examination and inspection in connection with Landlord’s obligations hereunder, or to perform, if Landlord elects, any obligations of Tenant which Tenant fails to perform (during the continuation of any Event of Default) or such cleaning, maintenance, repairs, replacements, additions, or alterations as Landlord deems necessary for the safety, improvement, or preservation of the Premises or other portions of the Building Complex or as required by Applicable Legal Requirements or this Lease. Without limiting the foregoing, Landlord or Landlord’s agents may also show the Premises to prospective tenants, purchasers and any holder of a mortgage or deed of trust affecting all or any portion of the Building Complex (in any case, a “ Mortgagee ”). Any such entry or reentry by Landlord shall not constitute an eviction or entitle Tenant to abatement of Rent, provided that Landlord shall upon any such entry, (i) use reasonable efforts to minimize any disruption to Tenant’s use or occupancy of the Premises and (ii) use reasonable efforts to coordinate Landlord’s activities with Tenant’s activities in order to avoid unnecessary interference with Tenant’s use or occupancy of the Premises. Landlord may make such alterations or changes in other portions of the Building Complex as Landlord desires so long as such alterations and changes do not unreasonably interfere with Tenant’s occupancy, access or use of the Premises, or adversely affect Tenant’s parking or other rights hereunder. Landlord may use the Common Areas and one (1) or more entrances to the Building Complex as may be necessary in Landlord’s judgment to complete such work.

     12.  ALTERATIONS AND REPAIRS BY TENANT .

          12.1 Tenant shall not make any alterations to the Premises during the Term, including (without limitation) installation of equipment or machinery which requires modifications to existing electrical outlets or increases Tenant’s usage of electricity beyond building design standards (collectively “ Alterations ”) without in each instance first obtaining the written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Landlord’s consent or approval of the plans, specifications and working drawings for any Alterations shall not constitute any warranty or representation by Landlord (and shall not impose any liability on Landlord) as to their completeness, design sufficiency, or compliance with Applicable Legal Requirements. Tenant shall at its cost: pay all engineering and design costs incurred by Landlord as to all Alterations, obtain all governmental permits and approvals required, and cause all Alterations to be completed in compliance with Applicable Legal Requirements and requirements of Landlord’s insurance. All such work relating to Alterations shall be performed in a good and workmanlike manner, using new materials and equipment at least equal in quality to the initial Tenant finish. All Alterations, repair and maintenance work performed by Tenant shall be done at Tenant’s expense with Landlord’s prior reasonable consent and subject to any reasonable conditions imposed by Landlord. If Landlord authorizes such persons to perform work, Tenant shall deliver to Landlord prior to commencement certificates issued by insurance companies qualified to do business in the State of Colorado, evidencing that worker’s compensation, public liability insurance, products liability insurance, and property damage insurance (in amounts, with companies and on forms reasonably satisfactory to Landlord) are in force and maintained by all contractors and subcontractors engaged to perform such work. All liability policies shall name Landlord, the manager of the Building, as designated by Landlord from time to time (the “ Building Manager ”), and Mortgagee as additional insureds. Each certificate shall provide that the insurance may not be cancelled or modified without thirty (30) days’ prior written notice to Landlord and Mortgagee. Landlord also has the right to post notices in the Premises in locations designated by Landlord stating that Landlord is not responsible for payment for such work and containing such other information as Landlord deems necessary. All such work shall be performed in a manner which does not unreasonably interfere with Landlord or other tenants of the Building, or impose additional expense upon Landlord in the operation of the Building Complex. Notwithstanding any provision to the contrary contained in this Section 12, Tenant shall have the right to perform cosmetic alterations and other finish work at the

Premises, including, without limitation, decoration work and other work necessary to install customary office furnishings at the Premises, provided that Tenant gives Landlord not less than three (3) business days’ prior written notice and Landlord does not object to such activities based upon its good faith belief that such activities will unreasonably interfere with the use and occupancy of other tenants within the Building.

          12.2 Tenant shall keep the Premises in as good order, condition, and repair, as on the Commencement Date, loss by fire or other casualty, condemnation and ordinary wear excepted.

          12.3 All Alter