LEASE AGREEMENT

Exhibit 10.1

LEASE AGREEMENT

BETWEEN

RFP MAINSTREET 2101 COMMERCIAL, LLC

(“LANDLORD”)

AND

OMNICOMM, SYSTEMS, INC.

(“TENANT”)

THE 2101 BUILDING

2101 West Commercial Boulevard

Fort Lauderdale, Florida 33309

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BASIC LEASING INFORMATION

THE 2101 BUILDING

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The foregoing Basic Lease Information is hereby incorporated into and made a part of the Lease identified hereinabove. Each reference in the Lease to any of the information and definitions set forth in the Basic Lease Information shall mean and refer to the information and definitions hereinabove set forth and shall be used in conjunction with and limited by all references thereto in the provisions of the Lease. In the event of any conflict between any Basic Lease Information and the Lease, the Lease shall control.

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LEASE AGREEMENT

THIS LEASE AGREEMENT (this “Lease”) is made and entered into as of the      day of                  , 2006 by and between RFP Mainstreet 2101 Commercial, LLC, a Delware limited liability company (“Landlord”), whose address is One Financial Plaza, Suite 102, Fort Lauderdale, Florida, 33301 and OMNICOMM SYSTEMS, INC., a                              corporation (“Tenant”), whose address is 2101 West Commercial Boulevard, Suite 4000, Fort Lauderdale, Florida, 33309

W I T N E S S E T H :

1.1 DEFINED TERMS:

1.2 LEASED PREMISES: Subject to and upon the terms, pro-visions, covenants and conditions hereinafter set forth, and in consideration of their respective duties, covenants and obligations hereunder, Landlord does hereby lease, demise and let to Tenant and Tenant does hereby lease, demise and let from Landlord those certain premises (the “Leased Premises”) located in the Project, as further identified in paragraph 1.1(1) of this Lease and as reflected on the floor plan attached as Exhibit “A” and by this reference made a part of this Lease.

The rentable area (the “Rentable Area”) of the Leased Premises (which includes a portion of hallways, restrooms, shafts, ducts, electrical, janitorial and telephone closets, elevators, lobbies and other such “Common Areas” as hereinafter defined) is hereby mutually agreed to by the parties to be, for all purposes, as shown in the Basic Leasing Information of this Lease, whether the same should be more or less as a result of minor variations resulting from actual construction and, if applicable, completion of the Leased Premises by Landlord for occupancy so long as such work is done substantially in accordance with the approved plans. The Rentable Area of the Project is hereby stipulated and mutually agreed to by the parties to be, for all purposes, to be that shown in the Basic Leasing Information, subject to Paragraph 17 below. This Lease does not grant to Tenant or any other third party any right to light or air over or about the Leased Premises.

2. TERM :

2.1 The Term of this Lease shall be for the period shown under the Basic Leasing Information of this Lease, or until such term shall sooner cease and expire as hereinafter provided (the “Term”).

The Term of this Lease shall commence on a date (the “Commencement Date”) which shall be the first to occur of:

(i) the date upon which Tenant begins business operations in the Leased Premises; or

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(ii) the day Tenant, or anyone claiming under or through Tenant, first occupies or uses the Leased Premises; or

(iii) the date of the issuance of a Certificate of Occupancy or similar approval by the applicable governmental authority permitting occupancy of the Leased Premises; or

(iv) the Leased Premises Completion Date stated in paragraph 1.1(2) of this Lease; or

(v) if no Landlord’s Work is required to be performed by Landlord pursuant to this Lease, five (5) days after this Lease is executed; or

(vi) in all events no later than one hundred fifty (150) days following Lease execution.

2.2 Upon the request of Landlord, Tenant shall join in the execution of an agreement stipulating the Commencement Date and the date upon which this Lease is scheduled to terminate.

2.3 If the occurrence of any condition set forth in subparagraph 2.1 above shall be delayed due to any act or omission of Tenant, the Leased Premises shall be deemed ready for occupancy, and the Commencement Date shall occur, on the date when said condition would have been met but for such delay. Landlord’s notice to Tenant of the meeting of any condition set forth in subparagraph 2.1 shall be definitive evidence of the same.

2.4 Taking possession of the Leased Premises by Tenant shall be conclusive evidence as against Tenant that the Leased Premises were in good and satisfactory condition when possession was so taken (subject only to punchlist items, if any).

3. COMPLETION OF LEASED PREMISES: Landlord agrees to perform work, if any (“Landlord’s Work”), in the Leased Premises in substantial accordance with the provisions of Exhibit “B-1” attached to and made a part of this Lease. If Landlord is to perform Landlord’s Work, Landlord shall attempt to complete Landlord’s Work by the Target Date (the “Target Date”) which is shown in the Basic Leasing Information of this Lease. Landlord’s obligation as to work to be performed for Tenant, if any, is solely as set forth in Exhibit “B-1”. Once Landlord has completed Landlord’s Work, except for reasonable punch list items, Landlord shall notify Tenant and Tenant will thereafter promptly begin the construction or installation of improvements and finishes which Tenant is to perform in the Leased Premises (“Tenant’s Work”) which shall be in substantial accordance with the provisions of Exhibit “B-2” attached to and made a part of this Lease. If Landlord is not obligated to perform any Landlord’s Work, Tenant will begin the construction or installation of Tenant’s Work immediately after this Lease is executed (subject to the pre-construction requirements set forth in this Lease).

In the event Tenant is to perform any Tenant’s work, within 15 days following the full execution of this Lease, but in all events prior to Tenant constructing or performing any portion of Tenant’s Work in the Leased Premises, Tenant shall:

(i) submit to Landlord for Landlord’s prior written approval (and shall obtain Landlord’s prior written approval) which Landlord shall exercise reasonably, detailed plans and specifications for all of Tenant’s Work prepared by an architect reasonably satisfactory to Landlord, generally conforming to the provisions of Exhibit “B-2”, along with samples for all of the Tenant finishes in the Leased Premises;

(ii) obtain Landlord’s approval of the general contractor which Tenant intends to use. In connection with that approval, Tenant shall provide Landlord with financial information and other information on the contractor and evidence that the contractor has reasonable insurance coverage, all of which must meet Landlord’s approval;

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(iii) obtain all required permits;

(iv) provide Landlord with a certified copy of each insurance policy required pursuant to this Lease; and

(v) provide a complete list of all approved contractors (general and sub) who will be working within the Leased Premises.

Tenant agrees that all improvements or alterations made by it pursuant to this Lease will be performed in a good and workmanlike manner and that once Tenant begins construction of any improvements or alterations, it will diligently pursue such work to completion. In addition, after completion of construction, Tenant agrees to diligently pursue obtaining an occupational license and a Certificate of Occupancy, and all other permits, licenses and approvals as are necessary and required by all state and local governmental agencies or authorities.

If Tenant does not fully comply with the provisions of this Paragraph, it will be considered a default of this Lease, and Landlord will have the right, in addition to all other rights and remedies, at Landlord’s option, to re-enter the Leased Premises and complete Tenant’s Work or any other improvements or alterations to be made by Tenant, at Tenant’s sole cost and expense, which Tenant agrees to reimburse Landlord upon demand.

Within five (5) business days of the completion of Tenant’s Work and of any other improvements or alterations approved by Landlord and made by Tenant, Tenant shall notify Landlord stating that the Tenant’s Work, and if applicable, any other improvements or alterations are completed. Within ten (10) days of receipt of this notice from Tenant, Landlord shall have the option to inspect and approve Tenant’s Work, and if applicable, any other improvements or alterations to insure that they were performed in accordance with the plans and specifications approved by Landlord and to insure that no defects exist. If Landlord determines that any defects exist or that the Tenant’s Work, and if applicable, any other improvements or alterations were not performed in accordance with the plans and specifications, Landlord shall notify Tenant and Tenant shall thereafter within a reasonable time frame correct the defect(s), at Tenant’s sole cost and expense. If such correction is not timely made by Tenant, this Lease may, in Landlord’s sole discretion, and without limiting its other rights and remedies, be terminated and Tenant, upon request from Landlord, shall immediately remove all improvements and alterations, and shall return the Leased Premises to the condition they were in prior to Tenant’s occupation of the Leased Premises.

Except for that contemplated under Landlord’s Work, Tenant shall be responsible for all costs associated with Tenant’s Work, and if applicable, all other improvements or alterations to the Leased Premises, including, but not limited to, preparation of the Leased Premises, preparation of the plans and specifications, architectural, engineering, and construction costs and the costs of obtaining any and all governmental approvals, permits and licenses.

If the occurrence of any condition set forth in this section shall be delayed due to any act or omission of Tenant, the Leased Premises shall be deemed ready for occupancy, and the Commencement Date shall occur, on the date when said condition would have been met but for such delay in Landlord’s reasonable opinion. Landlord’s notice to Tenant of the meeting of any condition set forth in this section shall be definitive evidence of the same.

4. BASE RENT: Tenant agrees to pay to Landlord without notice an annual “Base Rent”. The Base Rent will be payable at the annual rate shown in the Basic Leasing Information of this Lease without any offset, defense or deduction whatsoever, in lawful (legal tender for public or private debts) money of the United States of America, at Landlord’s address or elsewhere as designated from time to time by Landlord’s written notice to Tenant. The Base Rent will be adjusted for increases as set forth within the Basic Leasing Information of this Lease.

Landlord, upon execution of this Lease by Landlord and Tenant, hereby acknowledges payment by Tenant of the “Initial Payment” as shown in the Basic Leasing Information of this Lease, representing payment of the monthly installment(s) of annual Base Rent and Additional Rent (as hereafter defined), together with the sales tax thereon. The total Base Rent is payable in monthly installments on the first day of each calendar month. If the

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Term commences on any day of a month other than the first day, Tenant shall pay Landlord the full monthly Base Rent as provided for herein for such commencement month, and thereafter the sum which should have actually been paid for said first month shall be calculated on a pro rata basis (such proration to be based on the actual number of days in the commencement month), and the difference shall be credited as a reduction in the next month’s installment of annual Base Rent to be paid by Tenant hereunder on the first day of the next succeeding month. Base Rent for any partial month of occupancy at the end of the Term of this Lease will be prorated, such proration to be based on the actual number of days in the partial month.

In addition to Base Rent, Tenant shall and hereby agrees to pay to Landlord on the first day of each calendar month a sum equal to any sales tax, tax on rentals, and any other governmental charges, taxes and/or impositions now in existence or hereafter imposed based upon the privilege of renting the Leased Premises or upon the amount of Rent (as defined below) collected therefor, without any offset defense or deduction whatsoever, in lawful (legal tender for public or private debts) money of the United States of America, at Landlord’s address or elsewhere as designated from time to time by Landlord’s written notice to Tenant. In addition, Tenant agrees to be fully responsible for the payment of documentary stamps, if any, due pursuant to this Lease. Nothing herein shall, however, be taken to require Tenant to pay any part of any Federal and State Taxes on income imposed upon Landlord.

Tenant shall be required to pay Landlord interest on any Rent (as defined below) due that remains unpaid for five (5) days after its due date. Further, in the event (i) Tenant fails to pay Rent by the fifth (5th) day of the month in which such installment is due, or (ii) any other sums owed to Landlord pursuant to the terms of this Lease within five (5) days after accrual thereof or billing therefor, there will be added to such unpaid sum a late charge equal to ten percent (10%) of the installment or sum due, in order to defray the costs to Landlord for additional administrative expenses incurred as a result of such late payments. For all purposes of this Lease, the term “Rent” shall include all Base Rent, charges or impositions thereon, Additional Rent (as defined below), adjustments to Rent and any and all other payments due or which may become due from Tenant to Land-lord hereunder. Interest will be computed at the maximum legal rate and will be deemed to accrue from the fifth (5th) day after Rent is due and shall continue to accrue for as long as the sum remains unpaid. Provided, however, this provision shall not be construed as requiring Landlord to accept any late payment of Rent or as a waiver of any of Landlord’s rights or remedies by virtue of Tenant’s not making timely payment of Rent hereunder, and Land-lord’s acceptance of late Rent and such interest shall not be construed as constituting a waiver by Landlord of any rights or remedies available to it in the event that Rent is not timely paid by Tenant on any one or more future occasions, including declaring Tenant in default under this Lease and pursuing all remedies available to it arising from such default.

The Base Rent as specified in the Basic Leasing Information of this Lease will increase annually on each yearly anniversary of the Lease Term as stated therein.

Tenant by acceptance and execution of this Lease shall be deemed to have agreed to and received notice of the Annual Base Rent for each year of the Lease Term. Landlord shall not be required to provide notice of the new Base Rent; and Tenant must pay Landlord the current monthly payment of Base Rent, in accordance with the schedule set forth in the Basic Leasing Information.

5. ADDITIONAL RENT:

(A) In addition to the Base Rent, Tenant shall, during each year, or portion of a year, pay to Landlord as “Additional Rent” the “Tenant’s Proportionate Share” (as defined below) of the “Operating Expenses” (as defined below) and “Taxes” (as defined below) for the applicable year. As used herein, the term:

(i) “Tenant’s Proportionate Share” shall mean the percentage which the Rentable Area then leased by Tenant in the Project bears to the total Rentable Area contained in the Project which share is hereby agreed to be the percentage shown in the Basic Leasing Information of this Lease, subject to changes in the Rentable Area of the Project as described in paragraph 1.2 above.

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(ii) “Operating Expenses” shall mean all expenses, costs and disbursements, of every kind and nature, which Landlord shall pay or become obligated to pay because of or in connection with the ownership, maintenance and/or operation of the Project computed on the accrual basis, but shall not include Taxes (as defined below), the cost of mortgage financing, individual tenant improvements, or the replacement of capital investment items and new capital improvements unless such items and/or improvements result in the operating cost of the Project being decreased, in which latter event the cost of said capital investment item or new capital improvement shall be included by spreading it over the period necessary to recover the cost of such improvements from the savings accomplished by the decreased operating cost. By way of explanation and clarification, but not by way of limitation, Operating Expenses will include the following:

(a) Wages and salaries of all employees engaged in the operation and maintenance of the Project, employer’s social security taxes, unemployment taxes or insurance, and any other taxes which may be levied on such wages and salaries, the cost of disability and hospitalization insurance, pension or retirement benefits, and any other fringe benefits for such employees.

(b) All costs, supplies and materials used or incurred in the operation, repair and maintenance of the Project.

(c) Cost of all utilities, including, but not limited to, water, sewer, electricity, gas and fuel oil used by or in the Project which are not billed directly to tenants.

(d) Cost of Project management, management fees, janitorial services, accounting and legal services, security services, trash and garbage removal, operating, servicing and maintenance of all systems and equipment including, but not limited to, elevators, plumbing, heating, air conditioning, ventilating, lighting, electrical, security and fire alarms, fire pumps, fire extinguishers and hose cabinets, mail chutes, guard service, painting, window cleaning, landscaping and gardening.

(e) Cost of casualty and liability insurance applicable to the Project and Landlord’s personal property used in connection therewith, except to the extent same is specifically paid by Tenant or other tenants in the Project.

Notwithstanding any other provision herein to the contrary, it is agreed that in the event the Project is less than ninety-five percent (95%) occupied during any partial year or any full calendar year for which Operating Expenses are to be calculated (including the Base Year), an adjustment shall be made in computing the Operating Expenses for such year to compensate for any vacancies in the Project for such year so that the Operating Expenses for such year shall assume a ninety-five percent (95%) occupancy for the Project for a full year and shall include, (1) those Operating Expenses actually incurred during such year and (2) sums needed to compensate for vacancies in the Project for such year.

(iii) “Taxes” shall mean all impositions, taxes, user fees, assessments (special or otherwise), and other govern-mental liens or charges of any and every kind, nature and sort whatsoever, ordinary and extraordinary, foreseen and unfore-seen, and substitutes therefor, including all taxes whatsoever (except only those taxes of the following categories: any social security tax or comparable tax due in respect to wages of employees and the cost of which is included in the computation of Operating Expenses, any inheritance, estate, succession, transfer or gift taxes imposed upon Landlord or any income taxes specifically payable by Landlord as a separate taxpaying entity without regard to Landlord’s income source arising from or out of the Project and/or the land on which it is located) attributable in any manner to the Project, the land on which the Project is located or the rents (however the term may be defined) receivable therefrom or any part thereof, or any use thereof, or any facility located therein or thereon or used in conjunction therewith or any charge or other payment made or required to be paid to any governmental authority, whether or not any of the foregoing shall be designated “real estate tax”, “sales tax” (except to the extent already paid by Tenant or other tenants in the Project), “rental tax”, “excise tax”, “business tax”, or designated in any other manner.

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Landlord agrees to maintain accounting books and records reflecting the Operating Expenses of the Project in accordance with generally accepted accounting principles. Landlord shall notify Tenant within a reasonable time after the start of each calendar year during the Term of this Lease (or, for the first year, within a reasonable time after this Lease is executed, unless otherwise indicated) of the amount which Landlord estimates (as evidenced by budgets prepared by or on behalf of Landlord) will be the amount of Tenant’s Proportionate Share of Operating Expenses and Taxes for the then current calendar year. Tenant shall pay any sum attributable to prior months for the then current calendar year within fifteen (15) days after receipt of said notice and the prospective balance of such sums in advance to Landlord in equal monthly installments, over the balance of the current calendar year, on the first day of each said month commencing on the first day of the first month following Tenant’s receipt of such notification.

Within a reasonable time after the end of each calendar year during the Term, Landlord shall submit to Tenant a statement showing the actual amount which should have been paid by Tenant as Additional Rent pursuant to this Paragraph 5(A) for the past calendar year, the amount actually paid during that calendar year by Tenant and the amount of the resulting balance due thereon, or overpayment thereof, as the case may be. Within thirty (30) days after receipt by Tenant of this statement, Tenant shall have the right in person to inspect Landlord’s books and records, at Land-lord’s office, during normal business hours, after five (5) days prior written notice, showing the Operating Expenses and Taxes for the Project for the calendar year covered by said statement. This statement shall become final and conclusive between the parties, their successors and assigns as to the matters set forth therein unless Landlord receives written objections with respect thereto within this thirty (30) day period. Any balance shown to be due pursuant to said statement, whether or not objected to by Tenant, shall be paid by Tenant to Landlord within thirty (30) days following Tenant’s receipt thereof and any overpayment shall be immediately credited against Tenant’s prospective obligation to pay expected Additional Rent pursuant to this Paragraph 5(A) or, if by reason of any termination of this Lease no such future obligation exists, refunded to Tenant. Anything in this Lease to the contrary notwithstanding, Tenant shall not delay or withhold payment of any balance shown to be due pursuant to a statement rendered by Landlord to Tenant, pursuant to the terms hereof, because of any objection which Tenant may raise with respect to the statement and Landlord shall immediately credit any overpayment found to be owing to Tenant against Tenant’s prospective obligation to pay Additional Rent pursuant to this Paragraph 5(A) for the then current calendar year (and future calendar years, if necessary) upon the resolution of said objection or, if at the time of the resolution of said objection the Lease Term has expired, immediately refund to Tenant any overpayment found to be owing to Tenant.

(B) Additional Rent, due by reason of the provisions of subparagraph 5(A) and this subparagraph 5(B) for the final months of this Lease is due and payable even though it may not be calculated until subsequent to the termination date of the Lease; the Operating Expenses and Taxes for the calendar year during which the Lease commences and terminates shall be prorated according to that portion of the calendar year that this Lease was actually in effect. Tenant expressly agrees that Landlord, at Landlord’s sole discretion, may apply the Security Deposit specified in Paragraph 8 of this Lease in full or partial satisfaction of any Additional Rent due for the final months of this Lease by reason of the provisions of Paragraph 5(A) and this Paragraph 5(B). If the Security Deposit is greater than the amount of any such Additional Rent and there are no other sums or amounts owed Landlord by Tenant by reason of any other terms, provisions, covenants or conditions of this Lease, then Landlord shall refund the balance of the Security Deposit to Tenant as provided in Paragraph 8 of this Lease. Nothing herein contained shall be construed to relieve Tenant, or imply that Tenant is relieved, of the liability for, or the obligation to pay, any Additional Rent due for the final months of this Lease by reason of the provisions of subparagraph 5(A) and this subparagraph 5(B) nor shall Landlord be required to first apply the Security Deposit to such Additional Rent if there are any other sums or amounts owed Landlord by Tenant by reason of any other terms, provisions, covenants or conditions of this Lease. Additional Rent for any portion of a year during the final lease year, if applicable, shall be calculated as if Tenant were occupying the Leased Premises for the entire calendar year, but shall be due only in respect to those months included within the term of this Lease. Any Additional Rent for any partial month of occupancy at the end of the term of the Lease will be prorated, such proration to be based on the actual number of days in said partial month.

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6. TRIPLE NET LEASE: It is the purpose and intent of Landlord and Tenant that the Rent herein reserved shall be absolutely net to Landlord so that this Lease shall, except as may be provided in this Lease to the contrary, yield net to Landlord the Base Annual Rent to be paid in each year during the term of this Lease, and that, except as set forth herein, all costs and expenses including, but not limited to, taxes, insurance, utilities, maintenance, repairs and obligations of every kind or nature whatsoever relating to the Leased Premises (the Project and the buildings and improvements thereon) which may arise or become due during the term of this Lease, shall be paid by Tenant and that Landlord shall be indemnified and saved harmless by Tenant from and against the same.

7. TIME OF PAYMENT: Tenant agrees that Tenant will promptly pay any and all Rent due hereunder, at the times and place stated above; that Tenant will promptly pay charges for work performed on order of Tenant, and any other charges that accrue under this Lease; and that, if any part of the Rent or above mentioned charges shall remain due and unpaid for five (5) days after the same shall become due and payable, Landlord shall have the option (in addition to all other rights and remedies available to it by law and in equity and under this Lease) of declaring the balance of the entire Base Rent for the entire Term of this Lease to be immediately due and payable, and Landlord may then proceed to collect all of the unpaid Base Rent called for by this Lease by distress or otherwise.

8. SECURITY DEPOSIT: Tenant, concurrently with the execution of this Lease, has deposited with Landlord the sum shown under the Basic Leasing Information of this Lease as the “Security Deposit” (the “Security Deposit”), the receipt of which is hereby acknowledged by Landlord, which sum shall be retained by Landlord as security for the payment by Tenant of the Rent and all other payments herein agreed to be paid by Tenant, and for the faithful performance by Tenant of the terms, provisions, covenants and conditions of this Lease. It is agreed that Landlord, at Landlord’s option, may at the time of any default by Tenant under any of the terms, provisions, covenants or conditions of this Lease apply this sum or any part thereof towards the payment of the Rent and all other sums payable by Tenant under this Lease, and towards the performance of each and every one of Tenant’s covenants under this Lease, but such covenants and Tenant’s liability under this Lease shall thereby be discharged only pro tanto and Tenant shall remain liable for any amounts that the sum shall be insufficient to pay and, in addition, shall be obligated to immediately deposit with Landlord the amount necessary to increase the Security Deposit to its original amount; that Landlord may exhaust any and all rights and remedies against Tenant before resorting to this sum, but nothing herein contained shall require or be deemed to require Landlord to do so; that, in the event the Security Deposit shall not be utilized for any such purposes, then the Security Deposit shall be returned by Landlord to Tenant within the later of thirty (30) days next after the expiration of the Term of this Lease; or (ii) the determination and payment of the amounts due elsewhere under this Lease, including the determination and payment of the Additional Rent due under Paragraph 5 within the time period provided in Paragraph 5. Landlord shall not be required to pay Tenant any interest on the Security Deposit. In this connection, it is expressly understood and agreed that Landlord shall not be obligated to segregate the Security Deposit from any other funds or to hold same in escrow during the term of this Lease, or to pay any interest to Tenant in respect of the Security Deposit. On the contrary, Landlord shall have the absolute right, at any and all times during the term of this Lease, to commingle the Security Deposit with any of Landlord’s other funds, to utilize the Security Deposit at any time and for any purpose, to retain all interest and/or other proceeds and/or avails earned or accrued in respect of the Security Deposit, and otherwise to treat, use and dispose of the Security Deposit as if, for all purposes, the same were the absolute property of Landlord (it being understood, however, that nothing in the foregoing shall be deemed to relieve Landlord of its obligation to return the Security Deposit (or such portion thereof as shall not have been used and applied in the event of any default by Tenant as described and in the manner set forth above) to Tenant at the expiration of the Lease Term.

9. ACCORD AND SATISFACTION: No payment by Tenant or receipt by Landlord of any lesser amount than the amount stipulated to be paid hereunder shall be deemed other than on account of the earliest stipulated rental or other sum payable by Tenant to Landlord hereunder; nor shall any endorsement or statement on any check or letter be deemed an accord and satisfaction, and Landlord may accept any check or payment without prejudice to Landlord’s rights to recover the balance due and/or to pursue any other remedy available to Landlord.

10. USE: Tenant will use and occupy the Leased Premises for the use or purpose, and for no other use or purpose whatsoever, as shown under the Basic Leasing Information of

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this Lease. In the event that Tenant uses the Leased Premises for any purpose not expressly permitted herein, said use shall be deemed a default by Tenant, and Landlord may, in addition to all other remedies available to it, terminate this Lease or restrain the improper use by injunction.

11. QUIET ENJOYMENT: Upon payment by Tenant of the Rent, and upon the observance and performance of all terms, provisions, covenants and conditions on Tenant’s part to be observed and performed pursuant to this Lease, Tenant shall, subject to all of the terms, provisions, covenants and conditions of this Lease, peaceably and quietly hold and enjoy the Leased Premises for the Term hereby demised. Notwithstanding any provisions contained in this Lease to the contrary, Tenant acknowledges that the Project shall be closed on Sundays and on the following holidays: New Year’s Day, Memorial Day, Thanksgiving Day, Christmas Day, and such other days as are locally observed in multi-tenant commercial office buildings in the market area in which the Project is located. Tenant shall nonetheless have access to the Leased Premises 24 hours a day, 365 days per year, except in the event of emergencies.

12. INSURANCE PREMIUMS: If Landlord’s insurance premiums exceed the standard premium rates because of the nature of Tenant’s use of the Leased Premises, then Tenant shall, upon receipt of appropriate invoices from Landlord, reimburse Landlord for such increase in premiums. It is understood and agreed between the parties to this Lease that any such increase in premiums shall be considered as Rent due and shall be included in any lien for Rent. Tenant shall comply with any and all requirements of Landlord’s insurer(s).

13. RULES AND REGULATIONS: Tenant agrees to comply with all rules and regulations Landlord may reasonably adopt from time to time for the operation of the Project, including but not limited to, parking facilities contemplated to be utilized in connection therewith (“Parking Facilities”) and the protection and welfare of the Project, including, but not limited to, the Parking Facilities, its tenants, visitors and occupants. The present rules and regulations, which Tenant hereby agrees to comply with, entitled “Rules and Regulations” are attached to this Lease as Exhibit “C” and are by this reference incorporated in to this Lease. Further, Tenant shall also observe and abide by the terms of the Parking Agreement annexed hereto and made a part hereof as Exhibit “D”. Any future rules and regulations shall become a part of this Lease, and Tenant hereby agrees to comply with the same upon delivery of a copy thereof to Tenant. Tenant specifically agrees that Tenant shall not:

(i) conduct, or permit or suffer to be conducted, any solicitation, demonstration, business, occupation, undertaking or activity outside of the building located upon the Lease Premises or the Project;

(ii) use or permit or suffer the use of any portion of the Leased Premises or of the Project for any unlawful, improper, objectionable (i.e., to Landlord or any of the other tenants in the Project), or immoral use or purpose or for itinerant vending or for any other activity of a type which is inconsistent with reasonable standards of office building practice (as determined by Landlord in the exercise of Landlord’s reasonable judgment); and

(iii) burn trash or, except for the use of so-called “Dempster Dumpsters”, trash compactors or similar apparatus located in a screened or enclosed area, store any trash or garbage in any area other than inside the Leased Premises (and Tenant shall attend to the timely disposal of trash in the manner provided in this Lease).

14. GOVERNMENTAL REQUIREMENTS: Tenant shall faithfully observe in the use of the Leased Premises all municipal and county ordinances and codes and state and federal statutes now in force or which may hereafter be in force. In this regard, Tenant shall diligently pursue the procurement of all licenses, permits and approvals necessary for the permitted use of the Leased Premises as provided herein, and shall furnish to Landlord upon execution of this Lease or within five (5) days from Tenant’s receipt thereof, copies of the same, including, but not limited to, city and county occupational licenses and all other licenses, permits or the like as may be necessary or required to operate Tenant’s business in the Leased Premises. Tenant shall thereafter maintain all such licenses, permits and approvals necessary for the permitted use of the Leased Premises, and shall furnish to Landlord on an annual basis, copies thereof. Tenant agrees to comply with any requirement that the Leased Premises be vacated during any smoke test or other governmental inspection of the Project and to hold the applicable governmental authorities and Landlord harmless for any loss or damage incurred by Tenant in connection therewith.

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Tenant shall comply with any certificate of occupancy relating to the Leased Premises and with all other laws, statutes, ordinances, orders, rules, regulations and requirements of all federal, state, county and municipal governments and the appropriate agencies, officers, departments, boards and commissions thereof and the board of fire underwriters and/or the fire insurance rating organization or similar organization in force applicable to the Project or any part thereof and/or to the Leased Premises, including, without limiting the generality of the foregoing, the Americans With Disabilities Act (and in this connection, Tenant shall be obligated to make any and all alterations and/or modifications within and/or about the Leased Premises as shall, at any time, be required pursuant to the provisions thereof and/or of the regulations promulgated thereunder), and all federal, state, municipal and/or administrative laws, statutes, ordinances, orders, rules, regulations and requirements governing and/or relating to the monitoring, usage, handling, storage and/or disposal of hazardous wastes and/or materials. If Tenant shall at any time receive any notice from any governmental body or governmental office that pertains to the Leased Premises or the Project (including those relating to taxes or zoning), or if Tenant shall at any time receive a notice of litigation or threatened litigation affecting the Leased Premises or Project, Tenant shall promptly send a copy of the same to Landlord. If required by any applicable governmental authority, Tenant will execute a separate instrument confirming the foregoing.

15. SERVICES AND UTILITIES: Landlord will furnish only the following services to Tenant:

(A) Cleaning services, deemed by Landlord to be normal and usual in a first class office building, on Monday through Friday (but not on New Years Day, Presidents’ Day, Memorial Day, Fourth of July, Labor Day, Thanksgiving Day, Christmas Day, Martin Luther King’s Birthday and any other national legal holiday which may be established), except that shampooing and replacement of carpet as required by Tenant shall be at Tenant’s expense.

(B) Automatically operated elevator service during Business Hours (i.e., standard passenger and freight elevator services) with at least one passenger elevator during non-business hours; public stairs; electrical current for lighting, incidentals, and normal office use for general use of the Project’s tenants; and water at those points of supply provided for general use of the Project’s tenants at all times and on all days throughout the year. Tenant shall nonetheless have access to the Leased Premises at all times and heating, ventilation and air conditioning services shall be available to Tenant twenty-four (24) hours per day, three hundred sixty five (365) days per year.

Such services shall be provided as long as Tenant is not in default under any of the terms, provisions, covenants and conditions of this Lease, subject to interruption caused by repairs, renewals, improvements, changes of service, alterations, strikes, lockouts, labor controversies, inability to obtain fuel or power, accidents, breakdowns, catastrophes, national or local emergencies, actions or requirements by any governmental agency or official, acts of God and conditions and causes beyond the control of Landlord, and upon such happening,