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Lease Agreement

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OPEN SOLUTIONS INC | CARL FOSTER, LLC

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Title: LEASE
Governing Law: Connecticut Date: 3/16/2005
Industry: Software and Programming

LEASE, Parties: open solutions inc , carl foster llc

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Exhibit 10.14

THIS LEASE made this 14th day of February, 2000 by and between CARL

FOSTER, LLC, a Connecticut limited liability company having an office at 100

Western Boulevard, Glastonbury, Connecticut (the "Landlord"), and Open Solutions

Inc. a Connecticut corporation having an office at 300 Winding Brook Drive,

Glastonbury, Connecticut (the "Tenant").

1. DEMISE; PREMISES; TERM. (a) The Landlord hereby demises and leases

to the Tenant, and the Tenant hereby takes and hires from the Landlord, for the

term hereinafter stated, for the rent hereinafter reserved, and upon and subject

to the covenants, agreements, terms, conditions, limitations, exceptions and

reservations of this lease, the north wing of the first floor of the building

comprising Four thousand twenty (4,020) square feet of Gross Rentable Area (as

defined in Section 2(f) (the "Demised Premises").

(b) The term "Building" as used in this lease shall mean the 2-story

office building containing approximately 25,537 square feet of gross rentable

space located on a parcel of land known as 100 Western Boulevard, Glastonbury,

Connecticut, which parcel of land is more particularly described on Exhibit B

attached hereto and is hereinafter referred to as the "Land".

(collectively the "term of this lease") shall commence on March 1, 2000 (the

"Commencement Date") and shall end on July 31, 2000, which ending date, unless

the context otherwise requires, is hereinafter called the "Expiration Date", or

shall end on such earlier date upon which the term may expire or be terminated

pursuant to any of the provisions of this lease or pursuant to law.

2. RENT; SECURITY DEPOSIT. (a) The rent (the "Rent") for the term

hereof shall commence to accrue on March 1, 2000. Rent shall be and consist of:

(i) an annual fixed rent in the amount of Seventy Eight

Thousand Three Hundred Ninety Dollars ($78,390.00) or $19.50 per

rentable square foot, together with

(ii) such other sums of money as shall become due and payable

by the Tenant to the Landlord as provided in this lease, such other

sums of money to be deemed to be additional rental whether or not such

sums of money are designated as such hereunder.

(b) The Rent shall be paid to the Landlord at its address specified in

Section 28, or at such other place as the Landlord may from time to time

designate, in lawful money of the United States of America, as and when the same

shall become due and payable and without abatement or offset and without notice

or demand therefor.

monthly installments of Six Thousand Five Hundred Thirty-Two and 50/100

($6,532.50) in advance on the first day of each and every calendar month during

each lease year. If the Commencement Date is other than the first day of the

calendar month, the first monthly installment of the Fixed Rent shall be

prorated to the end of the calendar month.

(d) The additional rent shall be payable as hereinafter provided.

(e) If the Tenant fails to pay within ten (10) days after the same is

due and payable any installment of Fixed Rent or any additional rent to be paid

by the Tenant to the Landlord as

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provided in this lease, such unpaid amount shall bear interest from the due date

thereof to the date of payment at the rate equal to the lesser of (i) ten

percent (10%) per annum, or (ii) the maximum rate permitted by applicable law.

Such interest shall be paid by the Tenant to the Landlord at the time that the

Tenant pays to the Landlord the installment of Fixed Rent or the additional rent

upon which such interest shall have accrued.

(f) As used herein, the term "Gross Rentable Area of the Demised

Premises" shall mean Four Thousand Twenty (4,020) square feet.

(g) As used herein, the term "lease year" shall mean the period

commencing on March 1, 2000 and ending on February 28, 2001, and each period of

twelve (12) consecutive calendar months thereafter.

3. ADDITIONAL RENT FOR CHANGES IN OPERATING EXPENSES AND TAXES. (a) As

used herein:

(i) "Base Year and Operating Expenses" shall mean the total

operating expenses for Calendar year 2000. Base year will be 2000.

(ii) "Calendar Year" means each period of twelve (12)

consecutive calendar months commencing on January 1 and ending on

December 31.

(iii) "Escalation Amount" for or in respect of any Calendar

Year means the product of (A) the Gross Rentable Area of the Demised

Premises times (B.) the amount by which the sum of the Operating

Expenses and the Taxes per square foot of the Gross Rentable Area of

the Building for such Calendar Year as exceeds the sum of the Taxes for

the Base Year plus the Base Year operating expenses per square foot of

the Gross Rentable Area of the Building.

(iv) "Gross Rentable Area of the Building" shall mean

Twenty-Five Thousand Five Hundred Thirty-Seven (25,537) square feet.

(v) "Operating Expenses" means all direct costs to the

Landlord, reduced by the amounts of any reimbursement or credit

received or receivable by the Landlord from fire insurance or

condemnation proceeds or otherwise, of the operation and maintenance of

the Building and the Land, as determined by generally accepted

accounting principles, including, without limitation, all utilities,

fuel, building supplies, materials, equipment, tools, janitorial

services, sanitary control, security control, snow and ice removal,

rubbish, garbage and other refuse removal, grounds maintenance, normal

maintenance and ordinary and normal repairs, wages of employees who

work customarily in and about the Building and the Land and whose

duties are connected with its operation, maintenance or repair

(including Social Security benefits, worker's compensation insurance,

unemployment taxes, and costs of pension, hospitalization and

retirement plans), insurance premiums, and other recurring expenses

reasonably and customarily incurred by the Landlord in the proper

operation and maintenance of the Building and the Land, including an

annual management fee comparable to that being charged for similar

Class A office buildings in Glastonbury, Connecticut, but excluding (A)

depreciation, interest and amortization payments on any mortgage or

other indebtedness of the

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Landlord; (B) the cost of any repairs, alterations, additions, changes,

replacements and other items which are properly classified as capital

expenditures under generally accepted accounting principles but if the

Landlord installs a new or replacement capital item to reduce the

Landlord's energy expenses, an amount equal to the lesser of (i) the

reduction in operating Expenses each year derived from the installation

of such capital item, or (ii) the cost thereof as amortized over the

useful life of the capital item in accordance with generally accepted

accounting principles, with interest on the unamortized amount at the

rate of interest actually paid by the Landlord in order to finance the

acquisition and installation of the capital item, shall be included in

operating Expenses; (C) costs incurred in making leasehold alterations

and in preparing space in the Building for occupancy by tenants; (D)

painting, decoration or other work which Landlord performs for any

other tenant or prospective tenant of the Building other than painting,

decoration or other work which is standard for the Building and

performed for tenants subsequent to their initial occupancy; (E) any

cost (such as repairs, improvements, electricity, special cleaning or

overtime services) to the extent such costs are included in tenant's

rent or are expressly reimbursed to Landlord by tenants (as opposed to

partial reimbursement in the nature of rent escalation provisions) or

are separately charged to and payable by tenants or to the extent

Landlord is compensated by insurance proceeds; (F) leasing commissions

and expenses of procuring tenants including marketing costs, including

lease concessions and lease takeover obligations; (G) taxes of any

nature, including real estate taxes, and interest and penalties for

late payment of taxes; (H) rent payable under any lease to which this

lease is subject; (I) wages or salaries of employees over the rank of

building superintendent; (J) costs and expenses of enforcing leases

against tenants, including legal fees; (K) expenses resulting from

violation by Landlord of the terms of any lease of space in the

Building or of any ground or underlying lease or mortgage to which this

lease is subordinate; and (L) costs of compliance with the American

Disabilities Act, as from time to time amended, and the rules and

regulations thereunder. If the entire Building shall not have been

occupied for any part of a Calendar Year, Operating Expenses for that

Calendar Year shall be adjusted to reflect the amount of such Operating

Expenses that would reasonably have been incurred had the entire

Building been occupied by projection of Operating Expenses actually

incurred in those portions of the Building occupied throughout the

Calendar Year to those portions of the Building which are vacant during

part or all of the Calendar Year.

(vi) Taxes means all taxes, assessments, water rates and

charges, sewer assessments and charges, and other governmental levies

or charges which are assessed or imposed upon the Building and the

Land, or any part thereof, and which become payable during the term of

this lease, including any costs or expenses, including reasonable

attorney's fees incurred in contesting the validity or amount of the

above, but excluding any amount in respect of any income, profit or

revenue tax or any other tax, assessment, charge or levy upon the rents

payable by the tenants of the Building unless such amount is levied as

a substitution in whole or in part for taxes assessed or imposed by any

taxing authority on the Building and the Land, in which case Taxes

shall include an amount of money equal to the taxes which would have

been payable by the Landlord in the absence of such substitute tax or

excise or, if the same cannot be reasonably ascertained, an amount of

money equal to the portion of the tax or excise as would be payable by

the Landlord if the rents payable by the tenants of the Building, upon

which such tax or

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excise has been imposed, were the sole taxable income of the Landlord

for the relevant Calendar Year in question and the tax or excise, so

far as ascertainable, relieves the Landlord from the payment of any

taxes which it otherwise would be obligated to pay. Any Taxes which may

be paid over more than a one-year period shall be apportioned evenly

over the maximum period of time permitted by law and only the portion

thereof attributable to a given year shall be included in Taxes for

such year.

(b) Within ninety (90) days after the expiration of each Calendar Year,

the Landlord shall deliver to the Tenant a statement, certified as correct by

the Landlord's independent certified public accountants, setting forth the

Operating Expenses and Taxes per square foot of Gross Rentable Area of the

Building for that Calendar Year, and the excess of that amount over the Base

Taxes and Operating Expenses per square foot; provided, however, that delay in

completion of such determination and calculations shall not be deemed a waiver

of Landlord's right to collect such Additional Rent. Such statement shall be

binding on both the Landlord and the Tenant subject to Tenant's auditing rights

as hereinafter provided. The Tenant shall pay to the Landlord, as additional

rent, within thirty (30) days after the Tenant receives such statement, the

Escalation Amount for the Calendar Year to which such statement relates, less so

much thereof as shall have been paid to the Landlord as provided in Section

3(c).

Amount during the first Ten Months ending December 31, 2000. Beginning January

1, 2001 and continuing during the term of this lease, as an estimate of the

Escalation Amount for the then-current Calendar Year, the Tenant shall pay to

the Landlord, beginning January 1, 2001, and on the first day of each and every

subsequent calendar month during the term of this lease, an amount equal to

one-twelfth (1/12) of the amount from time to time reasonably estimated by the

Landlord as the Escalation Amount for the then-current Calendar Year. If the

amounts paid to the Landlord as provided in this Section 3(c) during any

Calendar Year shall exceed the actual Escalation Amount for that Calendar Year,

then the Landlord shall refund such excess to the Tenant at the same time that

the Landlord shall deliver to the Tenant the statement required pursuant to

Section 3(b) with respect to that Calendar Year.

(d) The additional rent payable pursuant to this Section 3 during the

last Lease Year shall be apportioned to reflect the number of days of such

Calendar Year within the term of this lease.

(e) Tenant shall have ninety (90) days to audit Landlord's statement

and the work papers from which the statement was derived. Any Landlord

overcharges are payable to Tenant in thirty (30) days or credited against the

next rental payment or payments due from Tenant, if applicable, and as shall be

mutually agreed. If Tenant's audit discloses error in the amount of 5% or more

Landlord shall pay the cost of Tenant's CPA fees or credit the amount against

the next rental payment or payments due from Tenant, if applicable, and as shall

be mutually agreed.

4. CONSTRUCTION BY THE LANDLORD. None.

5. USE. The Tenant shall have the right to occupy and use the Demised

Premises for general and other office purposes, and the Tenant shall not use or

permit the use of the Demised Premises for any other purpose. Landlord warrants

that applicable covenants, restrictions, easements, zoning and other laws and

regulations permit the use of the Demised Premises for the

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purpose herein allowed and specified, and that on or before the Commencement

Date Landlord shall hold a valid certificate of occupancy (or its equivalent)

for the Demised Premises.

6. SIGNS; LOBBY DIRECTORY. (a) The Landlord, at the Landlord's expense,

shall provide and maintain (i) in the lobby of the Building a surface-mounted

directory and (ii) on the Land a ground mounted directory, each naming the

Tenant and other tenants in the Building.

(b) Unless the Landlord shall have given its prior written consent, the

Tenant shall not install, paint, inscribe or maintain any lettering, name, sign,

business designation, advertising or publicity device on the Land or on any

exterior window or on any other interior or exterior portion of the Building,

and during the term of this lease the Landlord shall include like restrictions

in each lease hereafter made for any other portions of the Building.

Notwithstanding the above, however, the Tenant shall have the right to place its

name, and the name of any related or successor corporations, on or adjacent to

any doors leading to the Demised Premises, provided that the Tenant shall have

obtained the Landlord's prior approval as to location, size, color and style,

which approval shall not be unreasonably withheld or delayed.

7. SUBORDINATION OF LEASE. This lease and all rights of the Tenant

hereunder are subject and subordinate to any mortgage or ground or other lease

made by the Landlord and which affect the Building or the Land and to any and

all renewals, modifications, consolidations, replacements and extensions

thereof. It is the intention of the parties that this provision be

self-operative and that no further instrument shall be required to effect such

subordination of this lease. The Tenant shall, however, upon demand at any time

or times execute, acknowledge and deliver to the Landlord a subordination

agreement, which subordination agreement shall subordinate this lease and all of

the rights of the Tenant hereunder to any future mortgages or ground or other

lease and shall include, but not be limited to, statements that if the lender or

lessor succeeds to the interest of Landlord under this lease, the lender or

lessor shall not be:

(i) liable for any act or omission of any prior landlord

(including Landlord); or

(ii) liable for the return of any security deposit which shall

not have been turned over to lender; or

(iii) subject to any offsets or defenses which Tenant might

have against any prior landlord (including Landlord); or

(iv) bound by any rent or additional rent which Tenant might

have paid for more than the current month to any prior landlord

(including Landlord); or

(v) bound by any amendment or modification of this lease made

without its consent;

provided, however, that in connection with any subordination to any future

mortgages or leases, the Tenant shall receive a nondisturbance agreement from

the holder of such mortgages or the lessors under such leases, as the case may

be, at the time such instruments are delivered by the Tenant. Such

nondisturbance agreement shall provide, among other things, that so long as the

Tenant is not in default under the terms of this lease, neither this lease nor

the Tenant's possession of the Demised Premises will be disturbed. The Tenant

further agrees to attorn to the

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holder of any such mortgage, the lessor under any such lease or to the receiver

in foreclosure or the purchaser in such foreclosure proceedings, as the case may

be, and to recognize such party as the Landlord under this lease. The Tenant

waives the provisions of any statute or rule or law, now or hereafter in effect,

which may give or purport to give the Tenant any right or election to terminate

or otherwise adversely affect this lease or the obligations of the Tenant

hereunder in the event any such foreclosure proceeding is brought, prosecuted or

completed.

8. QUIET ENJOYMENT. The Landlord covenants and agrees that as long as

the Tenant pays the Rent and performs the remainder of the Tenant's obligations

under this lease, the Tenant shall peaceably and quietly have, hold and enjoy

the Demised Premises without interference by any person claiming by, through or

under the Landlord.

9. ASSIGNMENTS AND SUBLEASES. (a) Except as otherwise provided in this

Section 9, the Tenant agrees to neither assign or in any way encumber this

lease, nor to sublet the Demised Premises, or any part thereof, nor to permit

the Demised Premises, or any part thereof, to be used by others, without

obtaining the prior written consent of the Landlord in each instance, which will

not be unreasonably withheld, conditional or delayed.

(b) So long as no event of default shall have occurred and be

continuing hereunder, the Tenant may assign this lease without the need for

Landlord consent to any corporation into which the Tenant may be merged or with

which the Tenant may be consolidated, or to which all or substantially all of

the Tenant's assets shall be transferred, provided that such corporation shall

have a net worth at least equal to that of the Tenant immediately prior to such

merger, consolidation or transfer. The Tenant shall give notice to the Landlord

of any assignment under this Section 9(b), and shall deliver to the Landlord an

executed counterpart of the instrument effecting such assignment, together with

an undertaking by any such corporation to agree to be bound by and to perform

all of the Tenant's obligations hereunder. The Tenant shall pay to the Landlord

fifty percent (50%) of all profit derived by the Tenant from such assignment or

sublease in accordance with the provisions of Section 9(c) below.

be entitled to receive 50% of the Profits actually received by Tenant pursuant

to such approved sublease or assignment. Whenever Landlord is entitled to share

in any excess income resulting from an assignment or sublease of the Demised

Premises, the following shall constitute the definition of the Profits: Profits,

as that term is used or described in the lease, shall mean the gross revenue

received from the assignee or sublessee during the sublease term or during the

assignment, less:

(i) the gross revenue paid to Landlord by Tenant during the

period of the sublease term or during the assignment;

(ii) the gross revenue paid to Landlord by Tenant for all days

the portion of the Demised Premises in question was vacated from the

date that Tenant first vacated that portion of the Demised Premises

until the date the assignee or sublessee was to pay rent;

(iii) any improvement allowance or other economic concessions

(planning allowance, moving expenses, etc.) paid;

(iv) lease takeover payments;

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(v) costs of advertising the space for sublease or

assignment;

(vi) unamortized cost of initial and subsequent improvements

to the Demised Premises by Tenant; and

(vii) real estate brokerage commissions.

(d) No assignment or subletting of this lease shall relieve the Tenant

of any of the tenant's obligations under this lease.

10. NO NUISANCE; COMPLIANCE WITH LAWS AND REQUIREMENTS OF PUBLIC

AUTHORITIES. The Tenant agrees (a) not to create or permit any nuisance on or

about the Demised Premises, (b) to comply with and conform to (i) all of the

laws and regulations of the state of Connecticut, and (ii) the by-laws,

ordinances, rules and regulations of the Town of Glastonbury, so far as the

Tenant's use of the Demised Premises may be concerned, and (c) to save the

Landlord harmless from all damages, fines, penalties and costs for violation of

or noncompliance with the provisions of this Section 10, provided that such

compliance shall not necessitate structural alterations or improvements other

than those arising out of the Tenant's Changes (as defined in Section 13).

Tenant's obligation under this Section 10 or any other similar provision of the

lease (including the rules and regulations, if any) shall be limited to those

situations in which a violation, order, code, duty or insurance requirement is

imposed resulting from the particular use made of the Demised Premises or any

portion thereof by Tenant, it being understood that Tenant shall not be

responsible for complying with any violations, orders, directives, laws, rules,

regulations, codes, duties or insurance requirements which are imposed on the

Building generally and which would have to be complied with whether Tenant or

any other tenants were then in possession of the Demised Premises.

11. INSURANCE. (a) At all times during the term of this lease, Landlord

shall insure the Building against loss or damage by fire, and such other

casualties as may be included within the extended coverage clauses of policies

which are then standard for use in the state of Connecticut in such amount as

the Landlord in its sole judgment shall deem appropriate.

(b) The Tenant shall not commit or permit any violation of the policies

carried by the Landlord pursuant to Section 11(a), or do or permit anything to

be done, or keep or permit anything to be kept, on or in the Demised Premises,

which, in case of any of the foregoing, (i) could result in termination of any

of such policies, (ii) could adversely affect the Landlord's right of recovery

under any of such policies, or (iii) would result in the refusal by reputable

and independent insurance companies to insure the Building or the property of

the Landlord therein in amounts reasonably satisfactory to the Landlord. If any

such action by the Tenant, or any failure by the Tenant to comply with the

requirements of insurance policies with respect to the Building or to perform

any of the Tenant's obligations under this lease, or the use of the Demised

Premises by the Tenant, shall result in any increase in the rate of premiums

payable with respect to such policies carried by the Landlord, the Tenant shall

pay to the Landlord, as additional rent, within thirty (30) days after demand

thereof or the resulting additional premiums which shall be paid by the

Landlord.

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term of this lease, the Tenant shall (i) insure the Tenant's Changes and the

Tenant's Property (as defined in Section 14) against loss or damage by fire and

such other casualties as may be included within the extended coverage clauses of

policies which are then standard for use in the State of Connecticut, and (ii)

keep in full force and effect a policy of public liability and property damage

insurance with respect to the Demised Premises in which the limit initially

shall be not less than one Million Dollars ($1,000,000.00) for each person and

Three Million Dollars ($3,000,000.00) for each accident, and in which the limit

for property damage initially shall be not less than Two Hundred Fifty Thousand

Dollars ($250,000.00), such limits to be increased from time to time as

reasonably specified by the Landlord.

(d) Anything in this Lease to the contrary notwithstanding, Tenant

hereby waives any and all rights of recovery, claim, action or cause of action,

against the other, its agents, servants, partners, shareholders, officers, or

employees, for any loss or damage that may occur to the Demised Premises or the

Building, or any improvements thereto, or any personal property of such party

therein, by reason of fire, the elements, or any other cause which could be

insured against under the terms of standard fire and extended coverage insurance

policies regardless of cause or origin, including negligence of the other party

hereto, its agents, officers, partners, shareholders, servants, or employees,

and covenants that no insurer shall hold any right of subrogation against such

other party. Tenant will cause its respective insurers to issue appropriate

waiver of subrogation rights endorsements to such policies of insurance carried

in connection with the Building and the Demised Premises.

(e) All insurance provided for in this Section 11 shall be effected

under valid and enforceable policies in form and substance then standard in the

state of Connecticut, issued by insurers of recognized responsibility licensed

to do business in the state of Connecticut and satisfactory to the Landlord.

Upon the Commencement Date, and thereafter not less than thirty (30) days prior

to the expiration dates of expiring policies provided by the Tenant pursuant to

Section 11(c), the Tenant shall deliver to the Landlord copies of policies or

certificates with respect to the insurance being maintained by the Tenant

pursuant to the terms of this lease. All such policies or certificates shall

contain an agreement by the insurers that such policies will not be canceled,

amended or otherwise modified without at least thirty (30) days prior written

notice to the Landlord, and that the Landlord's rights and interests under such

policies shall not be subject to cancellation by reason of any act or omission

of the Tenant. All insurance policies provided by the Tenant pursuant to Section

11(c) shall name the Landlord as an additional insured as its interest may

appear.

(f) Except as otherwise provided in this Lease, Tenant shall indemnify

and save Landlord against all claims, liabilities, losses, damages, costs and

expenses (including reasonable attorneys' fees and other costs of defense)

because of injury, including death, to any person, or damage or loss of any kind

to property caused by negligence or misconduct of Tenant or the breach by the

Tenant of any of its obligations under this Lease. Nothing herein shall be

deemed to indemnify Landlord against Landlord's negligence or misconduct.

(g) Anything herein to the contrary notwithstanding, Tenant shall be

permitted to self-assume the risk of physical damage to its personal property in

lieu of maintaining insurance

<PAGE>

thereon. In the event of loss or damage to Tenant's personal property, Tenant

agrees to be responsible for repairing or replacing such damaged property.

12. RULES AND REGULATIONS. The Tenant and its officers, employees and

agents shall conform to and abide by such reasonable rules and regulations,

including those Rules and Regulations as are set forth on Exhibit D attached

hereto, as shall be established from time to time by the Landlord in connection

with the operation, maintenance, safety and security of the Building. The

Landlord shall not be liable to the Tenant for violation of such rules and

regulations by other tenants or occupants of the Building, their servants,

employees, agents, visitors or licensees, or by other persons. Landlord agrees

to apply and enforce the rules and regulations for the Building evenly with

respect to all Tenants.

13. ALTERATIONS AND IMPROVEMENTS. (a) The Tenant shall not make or have

made alterations, improvements, decorations, installations and substitutions

(collectively called "Tenant's changes") in, of or to the Demised Premises

without the prior written reasonable consent of the Landlord in each instance;

provided, however, that, except as to structural alterations, improvements or

additions and those prohibited by the Rules and Regulations attached hereto as

Exhibit D, such consent shall not be unreasonably withheld or delayed. Unless

otherwise specified in the consent referred to in this Section 13, any

improvements or alterations in the Demised Premises made by the Tenant

(including, without limitation, permanent partitions, wall paneling and lighting

fixtures, but excepting the Tenant's Property (as defined in Section 14)) shall

be and remain the property of the Landlord and, except as provided in Section

21, shall remain upon and be surrendered with the Demised Premises at the

termination of the term of this lease. If the Landlord consents to any such

alterations, improvements or additions, it may impose such conditions with

respect thereto as the Landlord reasonably deems appropriate, including, without

limitation, requiring the Tenant to furnish the Landlord with security for the

payment of all costs to be incurred in connection with such work, insurance

against liabilities which may arise out of such work and plans, specifications

and permits necessary for such work. The work necessary to make any alterations,

improvements or additions to the Demised Premises shall be done at the Tenant's

expense by employees of or contractors hired by the Landlord, except to the

extent the Landlord gives its prior written consent to the Tenant's hiring

employees or contractors, which consent shall not be unreasonably withheld or

delayed. The Tenant shall promptly pay to the Landlord or the Tenant's

contractors, as the case may be, when due, the cost of all such work and of all

repairs to the Building required by reason thereof. Upon completion of such work

the Tenant shall deliver to the Landlord, if payment is made directly to

contractors, evidence of payment, contractors' affidavits and full and final

waivers of all liens for labor, services or materials.

(b) The Tenant, at its expense, shall obtain all necessary governmental

permits and certificates for the commencement and prosecution of the Tenant's

changes and for final approval thereof upon completion, and shall cause the

Tenant's changes to be performed in compliance therewith and with all applicable

laws and requirements of public authorities, and in a good and workmanlike

manner.

against the Landlord, nor a lien or charge upon or against the Land or the

Building, and if at any time any such claim, lien or charge shall be filed

against the Land or the Building, the Tenant shall cause such claim,

<PAGE>

lien or charge to be properly released of record within fifteen (15) days after

the filing thereof, and if the Tenant shall fail to do so, then the Landlord may

discharge the same. The Tenant shall defend, indemnify and save harmless the

Landlord from and against any and all such claims, liens and charges, and all

costs and expenses, including reasonable attorney's fees, incurred by the

Landlord in procuring the discharge of any such claim, lien or charge or in

connection with any action or proceeding brought thereon.

(d) The Tenant shall pay for all materials constituting Tenant's

Changes, and the Tenant agrees that none of such materials shall be at any time

subject to or encumbered by any lien, security interest, encumbrance, charge,

installment sales contract or the interest of any other person, firm or

corporation whether created voluntarily or involuntarily.

14. TENANT'S PROPERTY. (a) Except for Tenant's Changes and those items

furnished or installed by the Landlord as part of the Landlord's Work as

provided in Section 4(b), all movable partitions, business and trade fixtures,

machinery and equipment, communications equipment and all other property, which

is not attached to or built into the Demised Premises, which are installed in

the Demised Premises and which is installed in the Demised Premises by or for

the account of the Tenant at its sole expense and all furniture, furnishings and

other articles of personal property owned by the Tenant and located in the

Demised Premises (all of which are collectively called the "Tenant's Property"),

shall be and shall remain the property of the Tenant, and may be removed by it

at any time during the term of this lease and shall be removed by it at the

termination of the term of this lease. The Tenant shall repair or pay the cost

of repairing any damage to the Demised Premises or to the Building resulting

from such removal.

(b) The Landlord shall not be liable to the Tenant or any other person

for any loss or damage to the Tenant's property or the Tenant's changes, or to

any property of any other person, from any cause, including, without limitation,

theft, vandalism, illegal entry, or by steam, gases or electricity, or by water,

rain or snow, whether the same may leak into, issue or flow from any part of the

Building, or from the pipes or plumbing work of the Building, or from any other

place or quarter, unless caused by the negligence or willful act of the

Landlord, its servants, agents or employees.

15. TENANT'S REPAIRS. (a) Except for the maintenance for which the

Landlord is expressly responsible pursuant to the provisions of Section 16, the

Tenant agrees that throughout the term of this lease, the Tenant, at its

expense, shall (i) keep the Demised Premises in a clean condition and in good

order, and (ii) make all necessary repairs and replacements on account of, and

not do or suffer any waste, damage or injury to the Demised Premises or the

Tenant's Changes.

(b) Except for loss or damage by reason of fire and other casualty, the

Tenant shall reimburse the Landlord for all costs and expense incurred by the

Landlord to repair all damage the Demised Premises as shall be required by

reason of the fault or neglect of the Tenant, or any of its officers, employees,

contractors, agents or invitees, such payment to be made within thirty (30) days

after written demand therefor.

16. LANDLORD'S REPAIR; MAINTENANCE; CLEANING. (a) The Landlord, shall

keep, maintain and repair the Building, and its fixtures, appurtenances, systems

and facilities, and the

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parking lot, sidewalks and other appurtenances thereto, in good working order

and condition and shall make all repairs, structural and otherwise, interior and

exterior, as and when needed in or about the

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