LEASE AGREEMENT

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EXHIBIT 10.1

LEASE AGREEMENT

THIS LEASE AGREEMENT (the "LEASE") is made as of the 3rd day of August,
2006, by and between LOUISVILLE UNITED, LLC, a Kentucky limited liability
company (the "LANDLORD"), and BRIGHTPOINT SERVICES, LLC, an Indiana limited
liability company (the "TENANT").

WITNESSETH:

1. BASIC LEASE PROVISIONS. The following Basic Lease Provisions are
summaries set forth for convenience, only, and are qualified in their entirety
by the more detailed provisions contained elsewhere in this Lease:

(a) Leased Premises. That portion of the Building containing
approximately 240,000 square feet of Rentable Area as shown on the floor
plan depicted in Exhibit A attached hereto and made a part hereof, together
with a non-exclusive right to use the Common Area of the Property as
provided in Section 3.

(b) Building. The one-story warehouse and light industrial building,
containing approximately three hundred sixty thousand (360,000) square feet
of Rentable Area, currently under construction by Landlord that is located
at 6001 Global Distribution Way, Louisville, Kentucky, in GlobalPort
Business Park (the "PARK"), located generally at 5700 Fegenbush Lane,
Louisville, Kentucky.

(c) Property. That parcel of land upon which the Building (and no
other building) is situated, constituting part of the Project and
containing approximately 27.242 acres, more or less, as depicted on Exhibit
B attached hereto and made a part hereof (the "SITE PLAN").

(d) Commencement Date. October 1, 2006, subject to the provisions of
Sections 4 and 9 hereof.

(e) Initial Lease Term. Five (5) years commencing upon the
Commencement Date, as defined in Section 4 below.

(f) Extension Option. One (1) option period of five (5) years, as
described in Section 4 below.

(g) Use. Logistics, light manufacturing, warehouse, distribution,
administrative offices and such other uses that are permitted by the
Current Zoning Classification.

(h) Base Rent. The annual Base Rent is $4.00 per square foot of
Rentable Area of the Leased Premises. If applicable, the annual Base Rent
for the Extension Term shall be $4.25 per square foot of Rentable Area of
the Leased Premises.

(i) Common Area Expenses. Tenant's estimated initial monthly payment
for Tenant's Percentage of estimated Common Area Expenses shall be $0.0334
per square

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foot of Rentable Area of the Leased Premises per month for the calendar
year in which the Initial Lease Term commences, subject to adjustment in
accordance with Section 6(b) below.

(j) Addresses for Notices. The initial addresses of the parties shall
be as follows, subject to change as provided in Section 27 hereof:

Landlord: Louisville United, LLC
7777 Glades Road, Suite 201
Boca Raton, FL 33434
Attn: Mr. Jeff Schmier
Fax: (561) 488-2220

Tenant: Brightpoint Services, LLC
501 Airtech Parkway
Plainfield, IN 46168
Attn: VP, Logistics & Subscriber Services
Fax: (317) 707-2727

With copies to: Steven E. Fivel, Esq.
Executive Vice President, General Counsel
2601 Metropolis Parkway
Suite 210
Plainfield, IN 46168

EXHIBITS:

A - Floor Plan of Leased Premises
B - Site Plan of Property
B-1 - Location of Parking Spaces and Loading Docks on Site Plan
B-2 - Location of Common Area on Site Plan
C - Site Plan of Project
D - Construction Addendum
E - Commencement Date Memorandum
F - Assumption Notice
G - Subordination, Non-Disturbance and Attornment Agreement
H - Permitted Encumbrances
I - Uses Permitted Under Current Zoning Classification
J - Memorandum of Lease Agreement
K - Rules and Regulations
L - Amended and Restated Declaration of Covenants, Conditions and
Restrictions

2. DEFINITIONS. The following terms shall be defined as follows for
purposes of this Lease:

(a) "BASE RENT" means the Base Rent payable pursuant to Section 5(a),


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(b) "BOMA" means the Building Owners and Managers Association

(c) "BOMA STANDARDS" means the BOMA-SIOR Standard Methods for
Measuring Floor Area in Industrial Buildings.

(d) "BROKERS" means Landlord's Broker: The Schroering Company and
Tenant's Brokers: Harry K. Moore Co. and Meridian Real Estate Services,
LLC.

(e) "BUILDING SYSTEMS" means the all Building systems including,
without limitation, HVAC, lighting, mechanical, plumbing and electrical
systems.

(f) "CLIENT" means T-Mobile USA, Inc., a Delaware corporation,
together with its legal successors.

(g) "COMMON AREA" means all areas and facilities within the Building
and the Project available for the non-exclusive use by Tenant and other
tenants or occupants of the Building, including, but not limited to,
parking areas, driveways and drive aisles, sidewalks, landscaped areas,
service areas, trash disposal facilities, and similar areas or facilities,
subject to reasonable rules and regulations and changes thereof from time
to time made by Landlord governing the use of the Common Area. The Common
Area is depicted on the Site Plan set forth in Exhibit B-2 attached hereto
and made a part hereof.

(h) "COMMON AREA EXPENSES" means all reasonable and customary
out-of-pocket expenses, costs and disbursements that are incurred and paid
by or on behalf of Landlord in connection with maintaining, operating,
repairing and replacing the Building and Common Area, including, without
limitation, the following: (i) landscaping and irrigation; (ii) sidewalks
and parking areas; (iii) signs and site lighting; (iv) all utilities
provided to the Common Area; (v) sweeping services, trash removal, snow
removal and pest control; (vi) premiums for public liability insurance and
casualty insurance; (vii) common area assessments levied against the
Property by the GlobalPort Property Owners Association under the
Declaration; (viii) exterior washing and repair of the exterior windows,
and periodic painting, of the exterior of the Building; and (ix) a
management fee of 2.5% of the gross rents from the Building.
Notwithstanding the foregoing, Common Area Expenses shall not include (i)
expenses included as part of Tenant's maintenance obligations under Section
15(a) hereof or any service that Tenant furnishes for the Leased Premises;
(ii) replacement of, or repairs (other than ordinary repairs) to, the roof,
any footing, foundation, exterior wall, load-bearing wall or other
structural component of the Building (collectively, the "STRUCTURAL
COMPONENTS") or any repairs or replacements (other than ordinary repairs)
of any HVAC, mechanical, electrical, plumbing, life-safety or other
Building system (collectively, the "BUILDING SYSTEMS"); (iii) repairs to
the extent covered by insurance proceeds, or paid by Tenant or other third
parties; (iv) warranty obligations with respect to the Building; (v)
repairs, replacement or maintenance incurred as a result of the negligence
or willful misconduct of Landlord, Landlord's Agents, or any other tenant
of the Project known by Landlord to have been negligent or committed
willful misconduct; (vi) expenses incurred with respect to any service (or
level of service) which benefits another tenant or occupant, but not
Tenant; (vii) expenses incurred in leasing or procuring tenants; (viii)
legal expenses or costs


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incident to any disputes or negotiations with tenants, mortgagees or other
third parties; (ix) any management fee in excess of 2.5% of the gross rents
from the Building; (x) janitorial expenses (except as to Common Area) that
Tenant furnishes for the Leased Premises; (xi) Real Property Taxes; (xii)
capital expenditures; (xiii) costs of alterations of any tenant's premises;
(xiv) payments on loans, mortgages or other indebtedness or encumbrances;
(xv) depreciation charges; (xvi) payments due under any ground lease;
(xvii) wages, salaries and other compensation of executive personnel above
the level of "building manager;" (xviii) wages, salaries or other
compensation of personnel performing services with respect to any property
other than the Building to the extent that such time is not devoted to the
Building; (xix) costs of financing or refinancing; (xx) any sums paid to a
person, corporation, partnership or other legal entity related to Landlord
or Landlord's Agents, which exceed normal and competitive rates for the
services or goods in question; (xxi) costs and expenses for which Landlord
is solely responsible as expressly set forth in this Lease; (xxii) costs of
restoring all or any portion of the Building or other improvements that may
be damaged or destroyed by fire or other casualty; (xxiii) costs of
repairing or restoring all or any portion of the Building or other
improvements that may be required as the result of a condemnation; (xxiv)
costs of curing any breach of any of the representations, warranties or
undertakings of Landlord that are contained in this Lease; (xxv) costs
arising from or in connection with the release or presence of any Hazardous
Substances at the Project that are not released by the Tenant; (xxvi) any
general administrative or overhead charges or fees, whether charged by
Landlord, any Landlord Agent or a party unrelated to the Landlord; (xxvii)
costs of any damage awards payable by Landlord pursuant to an order of a
court of competent jurisdiction (and the cost of the defense of any such
claims) due to a violation by Landlord or any Landlord's Agent of any Law;
(xxviii) costs to correct any defect in the construction of the Building or
any other Improvement; or (xxix) any costs attributable to any Common Area
or other areas outside the Property.

(i) "CONSTRUCTION ADDENDUM" means the Construction Addendum set forth
in Exhibit D attached hereto and made a part hereof, providing for the
construction of the Property, the Building and the Leased Premises,
including without limitation the Tenant Improvements as set forth therein.

(j) "CONTROLLABLE COMMON AREA EXPENSES" means all Common Areas
Expenses excluding (i) insurance premiums payable by Landlord for the
Project, (ii) utility costs for the Common Area and, if applicable, the
Building, (iii) any non-recurring items which are outside Landlord's
reasonable control, (iv) snow removal, and (v) the amount of commercially
reasonable insurance deductible that Landlord must pay after a casualty,
provided Landlord restores the casualty damage and the Lease is not
otherwise terminated.

(k) "CURRENT ZONING CLASSIFICATION" means M2, except for the berm
running parallel to Fegenbush Lane, which is zoned R4.

(l) "DECLARATION" means that certain Declaration of Covenants,
Conditions and Restrictions dated as of December 12, 2005, recorded on
December 12, 2005 in Deed Book 8747, Page 387 in the Office of the Clerk of
Jefferson County, Kentucky, as


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amended by the First Amendment to Declaration of Covenants, Conditions and
Restrictions dated as of January 11, 2006, recorded on January 13, 2006, in
Deed Book 8765 Page 453 with the Clerk of Jefferson County, Kentucky, as
shall be amended and restated by that certain Amended and Restated
Declaration of Covenants, Conditions and Restrictions, substantially in the
form set forth in Exhibit L, attached hereto and made a part hereof;
provided, however, any changes from such form shall not impose any greater
financial or business impact than as set forth in the attached form.

(m) "EARLY ENTRY DATE" means August 15, 2006.

(n) "ENVIRONMENTAL SITE ASSESSMENT" means the Phase I and Phase II
reports, dated as of June 10, 2005 and July 7, 2005, prepared by MacTec,
copies of which have been given to Tenant.

(o) "GUARANTOR" means Brightpoint North America, L.P., a Delaware
limited partnership.

(p) "INTEREST RATE" means the lesser of ten percent (10%) per annum or
the maximum rate of interest permitted by any applicable Kentucky or
federal law.

(q) "LANDLORD'S AGENTS" means the Landlord's agents, contractors (of
any tier), partners, members, managers, affiliates, and employees.

(r) "LANDLORD'S MORTGAGEE" means JPMorgan Chase Bank, N.A., a national
banking association, together with any other bona fide institutional lender
hereafter holding a first mortgage lien on the Property.

(s) "LANDLORD DELAYS" means any delays regarding Landlord's Work
caused by the negligent acts or omissions, breaches or willful misconduct
of Landlord, any Landlord's Agent or any person or party acting by, through
or under Landlord or any Landlord's Agent.

(t) "LANDLORD'S WORK" means the design and construction of the Leased
Premises, the Building, the Property and to the extent identified in the
Construction Addendum, the Common Area, by Landlord in accordance with this
Lease including, without limitation, the Construction Addendum.

(u) "LAWS" or "LAW" means all applicable laws, ordinances, statutes,
zoning restrictions, rules, regulations, requirements, orders, rulings or
decisions adopted or made by any governmental body, agency, department or
judicial authority having jurisdiction over Landlord's Work, the Property,
the Building, the Leased Premises or Tenant's activities at the Leased
Premises and any applicable provisions of the Declaration.

(v) "LOADING DOCKS" means the 27 dock doors and two (2) drive in doors
that are part of the Building, as shown on Exhibit B-1 attached hereto and
made a part hereof.


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(w) "MONTHLY RENT" means, collectively, monthly installments of (i)
Base Rent and (ii) Tenant's Percentage of Common Area Expenses and (iii)
Tenant's Percentage of Real Property Taxes due hereunder.

(x) "PARKING SPACES" means 150 automobile parking spaces and 20 truck
and trailer parking spaces located on the Property, which spaces are
depicted in the Site Plan of the Property.

(y) "PERMITTED ASSIGNEE" means (i) a parent, subsidiary or other
entity having 25% or more direct or indirect common ownership with Tenant;
(ii) a successor company or other entity related to Tenant by merger,
consolidation or joint venture; or (iii) a purchaser or other transferee of
all or substantially all of the assets of the Tenant located in the Leased
Premises.

(z) "PROJECT" means the four (4) parcels of land within the Park in
which the Building and other buildings will be constructed, which is
depicted in the site plan of the Park attached hereto as Exhibit C; and (b)
the related improvements to be constructed on such real property (the
"PROJECT IMPROVEMENTS").

(aa) "PROJECT ARCHITECT" means Kovert Hawkins Architects, Inc., 630
Walnut Street, Jeffersonville, Indiana 47130.

(bb) "RENT" means Base Rent, Tenant's Percentage of Common Area
Expenses, Tenant's Percentage of Real Property Taxes and other sums that
become due and owing by Tenant as Additional Rent under this Lease, of any
kind or nature.

(cc) "RENTABLE AREA" means the area in the Leased Premises or in the
Building based on applicable BOMA Standards, consistently applied.

(dd) "SUBSTANTIAL COMPLETION" or "SUBSTANTIALLY COMPLETED" means that
the following have occurred (i) the Building, the Common Area and Leased
Premises have each been completed substantially in compliance with Section
9 hereof and the Construction Addendum and all applicable Laws subject only
to Punch List Items and latent defects, such that the Building, the Leased
Premises, the Common Area (including, without limitation, all driveways and
private roadways connecting the Property to public roads and all parking
and loading areas) may be utilized and occupied for their intended
purposes; (ii) the Leased Premises is zoned for Tenant's use as set forth
in Section 1(g) hereof; (iii) all HVAC, MEP, life-safety and other Building
Systems serving the Leased Premises are in good operational condition; (iv)
Landlord has obtained a permanent or temporary certificate of occupancy for
the Building and the Leased Premises and any other permit, license or
approval that may be required for the legal use and occupancy of the Leased
Premises and the Common Area for their intended purposes; and (v) the
Project Architect shall certify to Tenant all of the aforementioned and
shall further certify the actual Rentable Area within the Leased Premises
pursuant to BOMA Standards. If any temporary certificate of occupancy is
issued relative to the Landlord's Work, Landlord shall obtain and deliver
to Tenant a final certificate of occupancy from each applicable
governmental authority as soon as is reasonably possible but in any event
on


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or before the sooner of (i) the expiration date of any temporary
certificate of occupancy, (ii) any earlier date required under applicable
law, or (iii) subject to Force Majeure, ninety (90) days following the
issuance of the temporary certificate of occupancy.

(ee) "TENANT DELAYS" means any delays in construction of Landlord's
Work caused by the negligent acts or omissions, breaches or willful
misconduct of Tenant-Related Parties.

(ff) "TENANT IMPROVEMENTS" means the interior improvements to the
Leased Premises to be designed and constructed by Landlord pursuant to the
Construction Addendum.

(gg) "TENANT-RELATED PARTIES" means (collectively) Tenant and Tenant's
Client and their respective agents, contractors (of any tier), partners,
members, managers, affiliates, and employees.

(hh) "TENANT'S PERCENTAGE" is 66.67% (determined by dividing the
number of Rentable Area in the Leased Premises (240,000) by the total
number of Rentable Area in the Building (360,000)), but shall be subject to
revision as set forth in Section 3 hereof.

(ii) "TENANT'S PROPERTY" means all movable partitions, business and
trade fixtures, inventory, machinery and equipment, including, without
limitation, communications equipment and office equipment located in the
Leased Premises and acquired by or for the account of Tenant, which can be
removed without structural damage to the Leased Premises, and all
furniture, furnishings and other articles of movable personal property
owned by Tenant or any Tenant-Related Party and located in the Leased
Premises.

(jj) "TERMINATION DATE" means January 3, 2007.

(kk) "UNAVOIDABLE DELAYS" means delays in construction of Landlord's
Work caused by any events of Force Majeure (though exercising good faith
and best efforts to obtain the same), which, in all events, are beyond
Landlord's control; provided, however, that, in no event, shall Unavoidable
Delays include inability to obtain financing or other monetary failures and
provided further that Landlord must give Tenant prompt written notice of
any such Unavoidable Delay and take any and all commercially reasonable
efforts to mitigate any delays resulting therefrom.

(ll) "WARRANTY ITEM" means any element of the Building Systems that
Landlord will, at Landlord's sole cost and expense, repair or replace in
good working order, covering both labor and parts, during the Warranty
Period.

(mm) "WARRANTY PERIOD" means the one (1) year period that commenced as
of the date of Substantial Completion of the Leased Premises.

3. LEASED PREMISES. Landlord hereby leases to Tenant, and Tenant hereby
leases from Landlord, the Leased Premises in the Building. For purposes of this
Lease, the Building shall be deemed to contain a Rentable Area of 360,000 and
the Leased Premises shall be deemed


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to contain a Rentable Area of 240,000 square feet; provided, however, upon
Substantial Completion of the Leased Premises and Building, Landlord will cause
the Project Architect to measure and certify to Tenant (in form and substance
reasonably acceptable to Tenant) the actual Rentable Area in the Leased Premises
and Building, and such measurement shall thereafter be used for all purposes of
this Lease including, without limitation, calculating monthly Base Rent and
Tenant's Percentages of Common Area Expenses and Real Property Taxes; provided,
however, that in no event shall Base Rent be calculated based on more than
240,000 square feet of Rentable Area. Such remeasured Rentable Areas shall be
set forth in the Commencement Date Memorandum to be signed by Landlord and
Tenant pursuant to Section 4(a). In the event that the size of the Leased
Premises and/or Building ever physically changes, then the parties shall cause
the Rentable Area of the same to be re-measured and the Tenant's Percentage
shall be adjusted accordingly. Tenant shall have the right, in common with
Landlord and other tenants of the Building, to the non-exclusive (except as
otherwise expressly set forth in Section 30 hereof with respect to parking) use
of (a) the Common Area, and (b) common easements and facilities in the Project,
subject to the terms and conditions of the Declaration. Tenant shall have the
right to use and occupy the Leased Premises and said Common Area and other
common areas on a twenty-four (24) hour a day, and seven (7) day a week, basis.

4. LEASE TERM AND HOLDING OVER.

(a) Lease Term. The initial term of this Lease (the "INITIAL LEASE
TERM") shall be for a period commencing on the later of: (a) the
Substantial Completion Date; or (b) October 1, 2006 (the "COMMENCEMENT
DATE"), and expiring on the date that is five (5) years after the first day
of the first calendar month following the Commencement Date (the
"EXPIRATION DATE"). Once the actual Commencement Date has been determined
pursuant to the foregoing, the parties shall execute a Commencement Date
Memorandum in the form attached hereto as Exhibit E. So long as no Tenant
Default has occurred and is continuing, Tenant shall have the Extension
Option to extend the Initial Lease Term of this Lease for one (1) period of
five (5) years (the "EXTENSION TERM"), subject to the same terms and
conditions of this Lease applicable during the Initial Lease Term, except
the Base Rent shall be adjusted as set forth in Section 1(h). If Tenant
elects to exercise its Extension Option, Tenant shall provide written
notice thereof to Landlord at least one hundred eighty (180) days prior to
the expiration of the Initial Lease Term (the "EXTENSION DATE"). If Tenant
fails to exercise its Extension Option to extend the Initial Lease Term on
or before the Extension Date, then the Extension Option shall automatically
terminate, and have no further force or effect, without further notice from
Landlord. The Initial Lease Term and the Extension Term if the Extension
Option is timely exercised, collectively, are the "LEASE TERM."

(b) Holding Over. If Tenant holds over and remains in possession of
the Leased Premises after the expiration of the Lease Term (as defined
above), and if Rent is paid by Tenant and accepted by Landlord, then such
holding over and continued possession shall create a tenancy from
month-to-month upon and subject to the same terms and conditions of this
Lease in effect when the Lease Term expires, except for the length of the
term of this Lease. At any time, either party may terminate such tenancy
from month to month upon 30 days written notice delivered to the other
party in accordance with Section 27. If Tenant holds over and remains in
possession of the


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Leased Premises after the expiration of the Lease Term without the consent
of Landlord, then Tenant shall pay to Landlord for each day of such
possession 150% of all the Base Rent (as defined in Section 1(h) of the
Basic Lease Provisions) in effect when expiration or termination occurs,
computed an a daily basis.

(c) Early Entry. Tenant shall be provided access to the Leased
Premises, free of Rent, on or, at Landlord's option, before the Early Entry
Date, for the sole purpose of installing Tenant's trade fixtures, cabling,
telecommunications facilities and other systems within the Leased Premises.
Any such early entry shall be at Tenant's sole risk subject to all the
terms and provisions hereof, and shall not unreasonably interfere with the
Landlord's Work. Tenant shall provide prior to such entry evidence of
liability insurance conforming to the requirements of this Lease.

(d) Notice of Substantial Completion. Landlord shall give Tenant not
less than ten (10) days' prior written notice of the Substantial Completion
Date (the "COMPLETION NOTICE").

5. RENT.

(a) Base Rent. Tenant shall pay the monthly Base Rent to Landlord for
each month during the Lease Term as specified in Section 1(h) of the Basic
Lease Provisions. Base Rent shall be payable in advance on or before the
first day of each full and partial calendar month during the Lease Term,
subject to Section 5(c) below, without notice, offset or deduction, except
as otherwise expressly set forth in this Lease.

(b) Additional Rent. In addition to the payment of Base Rent, Tenant
shall pay to Landlord as additional rent (the "ADDITIONAL RENT") all other
sums of money and charges required to be paid by Tenant to Landlord under
this Lease, including, without limitation, monthly payments of Tenant's
Percentage of Common Area Expenses (as described in Section 6 below) and
Tenant's Percentage of Real Property Taxes (as described in Section 6
below), regardless of whether the same are designated as Additional Rent.
All Additional Rent shall be payable without offset or deduction, except as
otherwise expressly set forth in this Lease.

(c) Proration for Partial Months. If the Lease Term commences or ends
on a date other than on the first day or last day of a calendar month,
respectively, then (a) the Rent payable for each such partial calendar
month shall be an amount equal to: (i) the Rent otherwise then in effect;
divided by (ii) the number of days in the full calendar month during which
the Lease Term commences or expires, respectively; and multiplied by (iii)
the number of days in the partial calendar month after and including the
Commencement Date or before and including the Expiration Date,
respectively; and (b) the Rent for any partial calendar month at the
commencement of the Lease Term shall be payable on or before the first day
of the first full calendar month during the Lease Term.


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(d) Electronic Payment. Tenant may elect to pay Rent by federal wire
transfer, electronic funds transfer, ACH or other commercially reasonable
electronic payment method, and Landlord shall reasonably cooperate in
connection therewith.

6. COMMON AREA EXPENSES AND REAL PROPERTY TAXES. During the entire Lease
Term, Tenant shall pay to Landlord, as part of the Monthly Rent, Tenant's
Percentage of the Common Area Expenses and Tenant's Percentage of the Real
Property Taxes for each calendar year or portion thereof during the Lease Term,
payable as follows:

(a) Initial Common Area Expenses. On the Commencement Date and on the
first day of each month during the Lease Term thereafter, Tenant shall pay
to Landlord Tenant's Percentage of the estimated Common Area Expenses and
Real Property Taxes on a monthly basis as specified in Sections 1(i) and 5
herein.

(b) Annual Adjustments. During the last month of each calendar year
(or as soon thereafter as practicable), Landlord shall give Tenant notice
of Landlord's reasonable estimate of Tenant's Percentage of the Common Area
Expenses and Real Property Taxes for the following calendar year during the
Lease Term. On or before the first day of each month during the following
calendar year, Tenant shall pay to Landlord, as part of the Monthly Rent,
one-twelfth (1/12) of such new estimated amount, provided, that if Landlord
fails to give such notice in the last month of the prior year, then Tenant
shall continue to pay on the basis of the prior year's estimate until the
first day of the calendar month next succeeding the date such notice is
given by Landlord, and from the first day of the calendar month following
the date such notice is given, Tenant's payments shall be adjusted so that
Landlord's estimated amount for that calendar year will be fully paid by
the end of that calendar year. If Landlord reasonably determines that
Tenant's Percentage of Common Area Expenses and Real Property Taxes for the
current calendar year will substantially vary from its estimate given to
Tenant, Landlord, by not less than thirty (30) days' notice to Tenant, may
one time each calendar year revise its estimate for such calendar year, and
subsequent payments by Tenant for such calendar year shall be based upon
such revised estimate.

(c) Annual Reconciliation. As soon as reasonably practicable after the
beginning of each calendar year during and immediately following the Lease
Term, and in no event later that May 1st of each year, Landlord shall
deliver to Tenant a statement (the "ANNUAL EXPENSE STATEMENT") certified by
Landlord's chief financial officer or certified public accountants
designated by Landlord of Tenant's Percentage of the actual Common Area
Expenses and Real Property Taxes for the preceding calendar year during the
Lease Term, which statement shall include a detailed itemization of the
Common Area Expenses and Real Property Taxes and calculation of Tenant's
Percentage of the Common Area Expenses and Real Property Taxes. If the
Expense Statement shows an amount owing by Tenant that is less than the
payments for the preceding calendar year previously made by Tenant,
Landlord shall credit such amount to the next payment(s) of Monthly Rent
due under this Lease (or in the case of the end of the Lease Term, refund
Tenant for the amount of such overpayment). If the Annual Expense Statement
shows an amount owing by Tenant that is more than the payments for the
preceding calendar year previously made by Tenant, Tenant shall pay the
deficiency to Landlord within thirty (30)


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days after delivery of the Annual Expense Statement and Landlord's written
demand therefor.

(d) Right to Audit. If, within 120 days after Tenant's receipt of the
Annual Expense Statement, Tenant notifies Landlord that Tenant desires to
audit or review all materials, invoices or receipts related to the Annual
Expense Statement, Landlord shall cooperate with Tenant to permit such
audit or review during normal business hours, and all costs and expenses
incurred in connection therewith shall be paid by Tenant. If Tenant
commences an audit in accordance with this Section, then such audit and the
Tenant's auditor's report must be completed within sixty (60) days of
Tenant's notice to Landlord of Tenant's desire to audit. If Landlord has
overcharged Tenant in any calendar year regarding Tenant's Percentage of
Common Area Expenses and Real Property Taxes, then Landlord shall be
responsible and reimburse Tenant for all costs associated with such audit
up to (but not exceeding) the amount of the overcharge; otherwise, Tenant
shall be responsible for such costs.

(e) Controllable Common Area Expenses. Notwithstanding anything
contained herein to the contrary, in no event shall Tenant be required to
pay as Tenant's Percentage of Common Area Expenses the increase in
Controllable Common Area Expenses for any given calendar year that exceed,
based on a cumulative basis over the Lease Term, three percent (3%) of the
previous calendar year's Controllable Common Area Expenses.

(f) Partial Year Prorations. If this Lease commences on a day other
than the first day of the calendar year or ends on a day other than the
last day of a calendar year, the amount of the payments pursuant to this
Section 6 payable by Tenant with respect to the year in which such
commencement or end occurs will be prorated on the basis that the number of
days of the Lease Term included in the year bears to 365. The end of this
Lease will not affect the obligations of Landlord and Tenant pursuant to
Sections 6(c) and 6(d) to be performed after that end.

(g) Real Property Taxes. Landlord shall pay and discharge when due and
without penalty all Real Property Taxes (defined below) levied on, against,
or with respect to the Property, including, without limitation, the
Building and the Common Area.

(h) Payment by Tenant. Tenant's Percentage of the amount of Real
Property Taxes shall be based on those amounts levied against the Property
and the Building that are due and payable during each calendar year during
the Lease Term, except as otherwise expressly provided below with respect
to back-taxes.

(i) Real Property Taxes Defined. The term "REAL PROPERTY TAXES" means
any form of real property taxes, assessments, special assessments, fees,
charges, levies, penalties, service payments in lieu of taxes, excises,
assessments and charges for transit, housing or any other purposes,
impositions or taxes of every kind and nature whatsoever, assessed or
levied or imposed by any authority having the direct or indirect power to
tax, including, without limitation, any city, county, state, or federal
government, or any


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improvement or assessment district of any kind, whether or not consented to
or joined in by Tenant, against the Property and Building or any legal or
equitable interest of Landlord in the Property and Building, whether now
imposed or imposed in the future. Real Property Taxes shall not include:
(i) general gross receipts taxes; (ii); income taxes; (iii) capital, stock
or franchise taxes; (iv) transfer taxes; (v) mortgage or other debt-related
taxes; (vi) gift, estate or inheritance taxes; (vii) any other taxes not
customarily passed-through to tenants; or (viii) penalties, interest or
other charges resulting from the late payment of taxes. In no event shall
any back-taxes attributable to periods prior to the Commencement Date be
included in Real Property Taxes payable by Tenant. Any assessments shall
not be included in Real Property Taxes for any year if and to the extent
that the same are not required to be paid in that year.

(j) Contesting Real Property Taxes. Tenant shall have the right to
contest in the manner prescribed by law and otherwise in a reasonable and
diligent manner, the calculation of Real Property Taxes levied on, against
or with respect to the Property or the valuation of the Leased Premises for
purposes of calculating such Real Property Taxes, subject if (i) Tenant
determines in good faith that such Real Property Taxes have been
incorrectly calculated or the Leased Premises has been overvalued for
purposes of calculating such Real Property Taxes (the "TAX DISPUTE"); (ii)
Tenant delivers to Landlord a written notice describing the Tax Dispute and
the proposed contest with particularity; and (iii) if such contest is to be
made during the last two years of the Initial Lease Term or an Extension
Term, as the case may be, Landlord does not object to the proposed contest
within ten days after receipt of such notice, which objection shall be made
only on a reasonable basis. Pending resolution of the Tax Dispute, Tenant
shall pay the amount of the Real Property Taxes levied on, against or with
respect to the Leased Premises as may be required by the Applicable Laws;
provided that, if the Applicable Laws do not require Tenant to pay the full
amount of such Real Property Taxes pending resolution of the Tax Dispute,
then, after resolution of the Tax Dispute, Tenant shall pay any unpaid
amount of such Real Property Taxes. Tenant shall pursue its Tax Dispute at
Tenant's cost and expense, and if and to the extent Tenant is successful in
such challenge, Landlord shall cause to be paid (or to reimburse Tenant, as
the case may be) all of Tenant's reasonable out-of-pocket attorneys' and
consultants' fees and other costs of pursuing such contest up to (but not
exceeding) the savings resulting from such challenge.

7. LATE CHARGES. If Tenant fails to pay the applicable Monthly Rent
installment within five (5) days after the date such payment was due, Tenant
shall pay to Landlord an additional sum equal to the lesser of (i) five percent
(5%) of the amount overdue or (ii) $3,500 (the "LATE CHARGE"), provided that no
such Late Charge shall be due or owing with respect to the first delinquency
within each calendar year during the Lease Term if the same is paid within ten
(10) days after the applicable due date.

8. PLACE OF PAYMENTS. All payments of Rent required to be made, and all
statements required to be rendered, by Tenant to Landlord shall be delivered to
Landlord at its address set forth in the Basic Lease Provisions, or to such
other address as Landlord specifies to Tenant in accordance with Section 27,
subject to the rights of Tenant under Section 5(d) above.


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9. CONSTRUCTION OF LEASED PREMISES, BUILDING AND PROPERTY.

(a) Landlord's Work. Landlord at its sole expense shall construct on
or before October 1, 2006 (the "TARGET COMPLETION DATE") the Leased
Premises, the Building and the Common Area in compliance in all material
respects with (i) Specifications as set forth in the Construction Addendum
(the "FINAL PLANS AND SPECIFICATIONS"); (ii) all Laws, including, but not
limited to, those pertaining to seismic safety, handicapped access,
Environmental Laws (as defined below) and building codes applicable to the
Property and Building; and (iii) the terms, conditions and provisions of
the Construction Addendum.

(b) Construction Deadlines.

(i) If the Substantial Completion Date does not occur on or before
the Target Completion Date, and if said delay is due to a Tenant
Delay or an Unavoidable Delay, the Target Completion Date shall
be extended by one (1) day for each day that the Tenant Delay or
the Unavoidable Delay continues and delays the Substantial
Completion of the Landlord's Work.

(ii) If the Substantial Completion Date does not occur by the Target
Completion Date due to Landlord Delay, then for the first ten
(10) business days of delay, Tenant shall be entitled to abate
one (1) day of Base Rent and one (1) day of Additional Rent for
each one (1) day that Substantial Completion is delayed, which
abatement shall be applied to and credited against the first
rental payment(s) due and owing from Tenant until said abatement
is fully utilized.

(iii) If Substantial Completion is delayed past the Target Completion
Date by more than ten (10) business days, then for each day after
said tenth (10th) business day, Tenant shall be entitled to abate
two (2) days of Base Rent and two (2) days of Additional Rent for
each one (1) day that Substantial Completion is delayed beyond
said tenth (10th) business day, which abatement shall be applied
to and credited against the next rental payment(s) due and owing
from Tenant until said abatement is fully utilized.

(iv) Notwithstanding anything contained to the contrary in this Lease,
in the event that the Substantial Completion Date, has not
occurred on or before January 3, 2007 (the "TERMINATION DATE")
due to any reason other than Tenant Delays, Tenant shall have the
right to terminate this Lease by notifying Landlord in writing
within seven (7) days after the Termination Date, provided,
however, that Landlord shall have the right to vitiate such
termination by Tenant by causing Substantial Completion to occur
no later than ten (10) business days after receipt of Tenant's
notice of termination. Landlord shall continue to diligently
prosecute the Work to Substantial Completion unless and until
Tenant shall have exercised its right to terminate this Lease.


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(v) Any and all rental abatements and other credits to which Tenant
is entitled pursuant to this Section shall be in addition to any
other credit or other abatement owing to Tenant under this Lease.

(c) Acceptance of Leased Premises. Provided that Landlord's Work is
Substantially Completed prior to the Termination Date, Tenant shall accept
the Leased Premises on the date of Substantial Completion, subject to the
Punch List (as hereinafter defined), subject to latent defects, and subject
to any Warranty Item.

(d) Correction Obligations. Within fifteen (15) days after Tenant's
receipt of the Completion Notice, Landlord and Tenant shall use their
commercially reasonable efforts to inspect the Leased Premises to compile a
written list of punch list items (the "PUNCH LIST"). The compilation of,
and agreement to, a Punch List (or the failure to compile or agree to a
Punch List) shall not constitute a waiver by Tenant of any of Landlord's
obligations with respect to the Warranty Items or any other obligation of
Landlord under this Lease. All Punch List items must be completed as soon
as reasonably possible and in any event within sixty (60) days after the
Commencement Date, except for any emergency Punch List items, which
emergency Punch List items shall be corrected immediately after their
discovery. Landlord promptly shall correct any latent defects and Warranty
Items within 120 days after receipt of the written notice thereof, except
for any emergency latent defects or Warranty Items, which emergency latent
defects and Warranty Items shall be corrected immediately after their
discovery. If Landlord fails to correct a Punch List item, latent defect or
Warranty Item within the period specified under this Section, then Tenant
shall have the right to correct such Punch List item, latent defect or
Warranty Item, and Landlord shall reimburse Tenant on demand for the
reasonable costs and expenses of such correction, provided that, if
Landlord fails to reimburse Tenant on demand for the reasonable costs and
expenses of such correction, then the terms and conditions of Section 22
shall apply. On or before the Commencement Date, Landlord shall deliver to
Tenant a list of all warranties that: (i) are extended to Landlord by
manufacturers, suppliers or subcontractors in connection with the
completion of Landlord's Work; and (ii) cover those parts of the Leased
Premises, if any, that Tenant is obligated to maintain under Section 15
(the "CONTRACTOR WARRANTIES"); and, upon the expiration of the Warranty
Period, Landlord shall assign to Tenant all of the Contractor Warranties.
Landlord shall enforce, at Landlord's sole cost and expense, on behalf of
Landlord and Tenant, all of: (i) the Contractor Warranties; (ii) the
obligations of the warrantors under all of the Contractor Warranties; and
(iii) any obligations of subcontractors to correct defects in Landlord's
Work or deviations from the Final Plans and Specifications. If, for any
reason other than: (i) an action or omission of a Tenant-Related Party; or
(ii) the bankruptcy, insolvency, or dissolution of the warrantor, any of
the Contractor Warranties become void or unenforceable, then, during the
Warranty Period, Landlord shall honor any such Contractor Warranties as
though the Contractor Warranties originally had been made by Landlord. If,
as a result of an action or omission of Landlord or its employees, agents,
contractors, invitees, or licensees, any Contractor Warranty becomes void
or unenforceable, then, during the period of such Contractor Warranty,
Landlord shall honor the Contractor Warranty as though the Contractor
Warranty originally had been made by Landlord. Nothing contained herein


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shall be deemed or construed so as to waive or modify any of Landlord's
obligations under Section 15 below.

(e) Construction Guaranty. Landlord guarantees Landlord's Work against
defective workmanship and/or materials, and against a failure to comply
with Landlord's Compliance Obligations in accordance with this Lease, for a
period of one (1) year from the date of the Substantial Completion of
Landlord's Work. Landlord, at its sole cost and expense, will repair or
replace any defective item occasioned by poor workmanship and/or materials,
or occasioned by a failure to comply with Landlord's Compliance Obligations
in accordance with this Lease, of which Tenant gives Landlord written
notice within such one (1)-year period. Performance of such one (1)-year
guaranty will be Landlord's sole and exclusive obligation with respect to
defective workmanship and/or materials or a failure to comply with
Landlord's Compliance Obligations in accordance with this Lease.

10. INTENTIONALLY OMITTED.

11. USE OF LEASED PREMISES. The Leased Premises may be occupied and used as
a facility for uses set forth in Section 1(g) above, and for any other purpose
permitted under Current Zoning Classification, and for no other uses. Tenant
shall have no right to change the Current Zoning Classification applicable to
the Leased Premises or to obtain variances from such classification or the
requirements thereof, provided that Tenant may obtain variances from such
classification or the requirements thereof (a) with respect to use of the Leased
Premises, if such variances are necessary to permit the use of the Leased
Premises for Tenant's use; and/or (b) with respect to development standards for
the Leased Premises, if such variances are necessary to make alterations or
additions permitted to be made hereunder. Tenant covenants and agrees that:

(a) Tenant shall not permit any waste, damage or nuisance in, on or
about the Leased Premises, or use or permit the use of the Leased Premises
for any unlawful purpose or in any manner that materially violates the
terms and conditions of the Declaration;

(b) Tenant shall conduct its business and keep the Leased Premises in
a safe, clean and sightly condition that complies with all applicable Laws
having jurisdiction over Tenant's business operations;

(c) Tenant shall not dump, or otherwise dispose of, any chemicals,
metals, garbage, trash or other industrial by-products or incidentals to
Tenant's business in, on or about the Leased Premises, and Tenant shall use
only waste removal facilities on the Leased Premises that are appropriate,
leakproof and fireproof;

(d) Tenant shall not: (i) use the Leased Premises for the treatment or
disposal of any wastes, materials or substances that are hazardous, toxic
or radioactive and are, or become, regulated by any of the applicable Laws
(including, without limitation, asbestos-containing materials and
electrical transformers or ballasts that contain PCBs) (the "HAZARDOUS
SUBSTANCES"); or (ii) store or use any Hazardous Substance on the Leased
Premises, except for such storage and usage of those types and amounts of


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<PAGE>

Hazardous Substances as may be necessary for the operations permitted under
this Lease. All storage, usage and transportation of Hazardous Substances
shall be conducted in compliance with all applicable Laws, and Tenant shall
take all necessary and appropriate safety precautions in connection with
such storage, usage and transportation.

(e) Tenant shall not install or locate on the Leased Premises any
underground storage tanks (the "USTS").

Tenant agrees to indemnify, defend (by counsel reasonably acceptable to
Landlord), protect and hold harmless Landlord and Landlord's Agents from and
against any and all claims, judgments, liabilities, losses, costs and expenses
(including, without limitation, reasonable attorneys' fees and court costs)
arising from, or in connection with: (i) any storage or usage of any Hazardous
Substances by Tenant (or its employees, agents, contractors, invitees or
licensees) in, on or about the Leased Premises; or (ii) any transportation of
any Hazardous Substances to or from the Leased Premises by Tenant (or its
employees, agents, contractors, invitees or licensees), whether or not such
storage, usage or transportation constitutes a failure of Tenant to observe or
perform fully its obligations under this subsection or to comply with or observe
fully the limitations and restrictions under this subsection.

12. EXTERIOR INSTALLATIONS. Subject to the provisions of this Section 12,
Tenant shall have the right to install, operate, and maintain a standby
emergency power generator, satellite dishes, antennae and other communications
equipment, supplemental air conditioning equipment, together with associated
cabling, bollards, hoses, systems and equipment, in locations on the roof of the
Building and other exterior areas on the Property subject, in each case, to
approval by Landlord in its reasonable discretion, and subject to the following
conditions:

(a) No such installation pursuant to this Section 12 shall made by
Tenant without the prior written consent of Landlord, which shall not be
unreasonably withheld, conditioned or delayed so long as it complies with
Landlord's reasonable requirements concerning architectural design, roof
integrity, and the requirement that the installation or removal of
installations pursuant to this Section 12 will not adversely affect the
weather tightness or the structure of the Building. Tenant shall obtain all
necessary governmental permits required for any installation, approved by
Landlord and shall comply with all applicable governmental law,
regulations, ordinances, and codes.

(b) Tenant shall, at its sole cost, immediately repair and restore to
its prior condition any damage to the roof or other portions of the Leased
Premises, the Building or the Property caused by any such installation
pursuant to this Section. If Tenant fails to repair and restore such damage
within a reasonable time, after written notice from Landlord to Tenant,
Landlord shall, in addition to its other remedies, have the right to repair
and restore such damage and receive reimbursement from Tenant of all costs
incurred by Landlord together with interest at the Interest Rate.

(c) Any equipment or fixtures installed pursuant to this Section 12,
shall at times remain the property of Tenant. Tenant shall, unless
otherwise agreed by Landlord, remove such equipment or fixtures upon
expiration or termination of this Lease and


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<PAGE>

Tenant shall repair and restore any damages to the roof or other portions
of the Building or the Property caused by such removal.

13. TENANT ALTERATIONS. Tenant at its cost and expense, may install in the
Leased Premises any of Tenant's Property as Tenant determines to be necessary or
appropriate to conduct its business. Tenant, at its cost and expense, also may
make non-structural alterations or additions to the interior of the Leased
Premises if (a) Tenant delivers to Landlord written notice describing the
proposed alteration or addition with particularity, and provides to Landlord
copies of any plans and specifications for the alteration, and (b) upon the
expiration of the Lease Term or earlier termination of this Lease, Tenant
surrenders the portion of the Leased Premises altered or improved in as good a
condition as on the date that Tenant accepts the Leased Premises, except for
ordinary wear and tear. Tenant shall make no structural alterations,
improvements or additions of or to any part of the Leased Premises, or any
alterations, improvements or additions to the exterior of the Building, without
the prior written consent of Landlord. All alterations and additions to the
Leased Premises, except only Tenant's Property, shall become the sole property
of Landlord upon the expiration of the Lease Term or earlier termination of this
Lease. All exterior signs shall be subject to: (a) satisfaction of the
requirements of all applicable governmental authorities; and (b) compliance with
signage standards established under the Declaration; and installation and
removal thereof shall be the sole responsibility of Tenant.

14. UTILITIES. As part of Landlord's Work, Landlord shall install (or cause
installation of) facilities to furnish electricity, water, sewer and other
services to the Building, so that such utility services are not shared or
metered commonly with any other building or any other tenant or occupant in the
Building or Landlord, except that water and sewer services will not be
separately metered, but paid by Tenant as part of Tenant's Percentage of the
Common Area Expenses. Landlord represents and warrants that the voltages,
amperages, volumes, capacities and amounts of electricity, water, sanitary
sewer, storm sewer, and other services are adequate for use of the Leased
Premises for Tenant's normal business operations. During the Lease Term, Tenant
shall pay all usage and other charges for all utility services furnished to the
Leased Premises (including, without limitation, electricity, water, sewer and
telephone). If any equipment installed by Tenant requires additional utility
facilities, then the costs of installing such additional facilities shall be
paid by Tenant.

15. REPAIRS AND REPLACEMENTS.

(a) General Repairs. Subject to (i) Landlord's obligations in Section
15(b), (ii) Landlord's repair and restoration obligations under Section 19
and Section 20, (iii) Landlord's obligations to complete or correct Punch
List items, latent defects and Warranty Items, and (iv) Landlord's other
obligations under this Lease, Tenant shall, at its cost and expense, keep
and maintain (and provide all repairs necessary to keep and maintain) the
Leased Premises at all times during the Lease Term in good order, condition
and repair, subject to reasonable wear and tear. In furtherance of the
foregoing, Tenant shall implement: (a) a janitorial program of cleaning
sufficient to keep the Leased Premises in a safe, clean and sightly
condition at all times; and (b) a regularly scheduled program of preventive
maintenance and repair of the HVAC within the Leased Premises (the
"PREVENTATIVE MAINTENANCE"). Notwithstanding anything contained herein to
the contrary, in no event shall Tenant be responsible for making any
repairs occasioned by


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<PAGE>

any negligence, intentional act or willful misconduct of Landlord or
Landlord's Agents or by any defects in the Landlord's Work or other defects
on the Leased Premises not caused by Tenant, all of which repairs shall be
made promptly by Landlord at its sole cost and expense. Nothing contained
in this Lease shall be deemed or construed to require that Tenant make any
repair or replacement to the Leased Premises or any other portion of the
Property that is in the nature of a capital repair or replacement, unless
and except to the extent that any such repair or replacement is
necessitated by the breach, negligence or willful misconduct of Tenant.

(b) Landlord's Repairs and Common Area. At all times during the Lease
Term, Landlord shall, at its sole cost and expense, keep and maintain in
good order, condition and repair: (a) all Structural Components (including,
without limitation, the roof structure and membrane; (b) all Building
Systems; and (c) the Common Area. Subject to Tenant's rights under this
Lease, Landlord shall at all times have exclusive control of the Common
Area and may at any reasonable time temporarily close any part thereof,
exclude and restrain anyone from any part thereof, except the bona fide
customers, employees and invitees of Tenant who use such areas in
accordance with the reasonable rules and regulations as Landlord may from
time to time promulgate, and may reasonably change the configuration or
location of the Common Area provided Tenant shall always have access to the
Leased Premises and parking spaces adjacent thereto. In exercising any such
rights, Landlord shall not materially or unreasonably disrupt Tenant's
business or interfere with Tenant's use of the Leased Premises or Common
Area. Washing and repairs of exterior windows and painting of the
Building's exterior walls shall be performed by Landlord and included in
Common Area Expenses.

16. ASSIGNMENT AND SUBLETTING.

(a) Requirements of Landlord's Consent. Tenant shall not assign this
Lease or any interest herein, sublet the whole or any part of the Leased
Premises, or permit any other party, (including, without limitation,
concessionaires or licensees) to operate in, on or from, or occupy the
whole or any part of, the Leased Premises, without the prior written
consent of Landlord. The foregoing prohibitions shall not apply with
respect to any merger or consolidation of Tenant, any stock or other equity
offering or any transfer of ownership or control of Tenant (including,
without limitation, any transfer in the membership or manager interests in
Tenant if Tenant is a limited liability company, any transfer of stock of
Tenant if Tenant is a corporation, any transfer of partnership interests in
Tenant if Tenant is a partnership) or any other direct or indirect transfer
of ownership or control of Tenant. Without limiting the generality of the
foregoing, any such transaction shall not require any consent or approval
of, or notice to, Landlord. Except as expressly provided in Section 16(c):
(i) Tenant shall remain fully liable to perform all of its obligations
under is Lease, notwithstanding any assignment of this Lease; and (ii) no
consent by Landlord to any Tenant assignment shall release Tenant from such
liability. The consent of Landlord to any assignment or subletting shall
not constitute a waiver of the requirement for such consent to any
subsequent assignment or subletting.

(b) Permitted Transfers. Notwithstanding anything in this Section 16
to the contrary, Landlord's consent shall not be required with respect to
any subletting or any


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<PAGE>

assignment of this Lease or any interest herein to any entity that is the
Permitted Assignee. Upon the assignment of this Lease to a Permitted
Assignee and the assumption of Tenant's obligations under this Lease by a
Permitted Assignee, Tenant shall not be released from its liability to
perform or observe any obligations of the tenant under this Lease, except
as otherwise expressly set forth herein.

(c) Rights of Tenant's Client.

(i) Assignment and Assumption of Lease. If at any time during the
Lease Term, Client delivers to Tenant and Landlord, or Tenant
delivers to Client and Landlord, a duly executed notice in the
form attached hereto as Exhibit F (the "ASSUMPTION NOTICE"), then
effective upon said delivery (the "ASSUMPTION EFFECTIVE DATE"),
and without any further action by the parties, Tenant shall have
assigned to Client, and Client shall have assumed from Tenant,
all of Tenant's rights, duties and obligations in, to and under
this Lease accruing from and after the Assumption Effective Date.
Said assignment and assumption shall release the original Tenant
named in this Lease from any liability accruing under this Lease
after (but not before) the Assumption Effective Date. From and
after any Assumption Effective Date, (aa) Client shall be
entitled to immediate occupancy of the Leased Premises and the
Common Area, (bb) Landlord shall recognize Client as the new
Tenant under this Lease, (cc) Landlord and Tenant shall
reasonably cooperate in connection with the transition of the
tenancy to Client, and (dd) Client shall be responsible for all
payment of Rent and all other obligations of the tenant under
this Lease accruing from and after said date. In no event shall
Client be responsible for any obligations of the tenant under
this Lease accruing prior to the Assumption Effective Date;
provided, however, if prior to the Assumption Date, Landlord
shall have delivered to Client notice pursuant to Section
16(c)(ii) below of any monthly installments of Rent that were not
timely or fully paid under this Lease by Tenant prior to the
Assumption Effective Date (collectively, "PRE-ASSUMPTION
DELINQUENT RENT") and said Pre-Assumption Delinquent Rent remains
outstanding following the Assumption Effective Date, then as a
condition to Client's continued occupancy of the Leased Premises
following the Assumption Effective Date, Landlord may require
that Client pay to Landlord all Pre-Assumption Delinquent Rent
within thirty (30) days after Landlord's written demand therefor
delivered to Client within ten (10) business days following the
Assumption Effective Date. Nothing contained in this Lease or in
any course of dealings shall be deemed to create any obligation
on the part of Client or Tenant to deliver an Assumption Notice
or otherwise exercise any right (or to assume any duty,
obligation or liability) under this Section 16(c).

(ii) Obligations Relative to Lease. Landlord hereby agrees (aa) not to
modify, supplement, amend or (except for material Tenant Defaults
not cured prior to the end of the hereinafter defined Extended
Cure Period) terminate this


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Lease or terminate Tenant's rights of possession, without in each
case the express prior written consent of Client, and (bb) to
give Client, contemporaneously with any notice delivered to
Tenant under Section 21 hereof, written notice of any breach by
Tenant of its obligations under this Lease (each, a "CLIENT CURE
NOTICE"), and a copy of any notice given by Landlord under
Section 21 hereof with respect to the exercise of remedies under
this Lease. Under each Client Cure Notice, Landlord shall afford
Client as much time to cure a Tenant breach as Tenant is afforded
under Section 21 hereof, plus ten (10) additional business days
(each, an "EXTENDED CURE PERIOD"). For any default for which
there is no express grace, cure or notice period, then for
purposes of this Section 16(c)(ii), that period described in
Section 21(a)(ii) below shall apply. Landlord shall notify Client
in writing if Tenant fails to cure any breach under this Lease
within the cure period set forth in Section 21 hereof, but said
notice shall not lengthen or otherwise modify an Extended Cure
Period. If both Tenant and Client have cured the same default in
the payment of Rent, then Landlord shall promptly refund to
Client any such duplicate payment. Landlord shall not terminate
this Lease, terminate Tenant's right of occupancy or evict or
otherwise interfere with Tenant's use and occupancy of the Leased
Premises and the Common Area unless Landlord is otherwise
authorized to do so under this Lease on account of a material
Tenant Default and the Extended Cure Period has expired prior to
the cure of said corresponding Tenant Default. Nothing contained
in this Lease shall be construed or deemed to create any
obligation on the part of Client to cure any Tenant breach under
this Lease. At any time after the Assumption Effective Date,
Client or its successor or assign, may require Landlord to enter
into a replacement lease for the Leased Premises for the
remainder of the Lease Term and on the other terms and conditions
of this Lease, except that Client (or such successor or assign)
shall constitute the tenant thereunder and except for terms and
conditions that no longer are applicable or that previously have
been performed (the "REPLACEMENT LEASE"). Upon execution and
delivery of the Replacement Lease, and the cure of all of all
Pre-Assumption Delinquent Rent, this Lease shall terminate, but
the original Tenant shall remain responsible to Landlord for any
and all outstanding Rent and other uncured defaults existing as
of the Assumption Effective Date.

(iii) Assignment by Client. At any time upon or after the Assumption
Effective Date, Client shall have the right to assign all of its
rights, duties and obligations as the Tenant in, to and under
this Lease to a successor Tenant that is (aa) a legal successor
to Client, (bb) a Permitted Assignee, (cc) otherwise directly or
indirectly controlled by, or under common control with, Client or
any direct or indirect parent, subsidiary or other affiliate of
Client, or (dd) any unrelated entity that performs outsourcing
services for Client or any of the foregoing entities. Upon any
such assignment, Client shall be released from its liability to
perform or observe any obligations of the tenant under this Lease
that first arise after the date


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<PAGE>

of such assignment and notice thereof is delivered to Landlord,
provided that at the time of any such assignment and assumption,
the assignee has a positive net worth of not less than Fifty
Million Dollars ($50,000,000) as demonstrated by financial
statements in form and substance reasonably acceptable to
Landlord.

(iv) Removal of Client's Property. Upon any termination of this Lease
or of Tenant's rights of possession other than on account of
either expiration or the making of a Replacement Lease, Landlord
shall notify Client thereof and Landlord shall give Client not
less than fifteen (15) days (such period to be specified in the
foregoing notice), within which to remove all of its personal
property and (if applicable) trade fixtures from the Leased
Premises.

(v) Notices. Any notice, statement, invoice, demand, request, or
consent required or permitted to be given or delivered by any
party under this Section 16(c) shall be in writing and shall be
deemed to have been duly given or delivered: (aa) on the date of
delivery, if delivery is made by messenger or otherwise in
person; or (bb) on the date of deposit, if delivery is made by a
national overnight courier service; in any case if addressed to
Tenant or Landlord as set forth in Section 1(j) hereof, and if to
Client as follows:

T-Mobile USA, Inc.
12920 SE 38th Street
Bellevue, Washington 98006
Attn: VP, Business Operations

With a mandatory copy to:

T-Mobile USA, Inc.
12920 SE 38th Street
Bellevue, Washington 98006
Attn: General Counsel - Business Operations

Any party may change its address for notice under this Section
from time to time by delivering notice to the other parties as
provided above.

(vi) Third Party Beneficiary. Landlord and Tenant acknowledge that
(aa) Client would not enter into one or more service contracts
with Tenant and (bb) Tenant would not enter into this Lease,
unless Client was granted its option and other rights set forth
in this Section 16(c). Accordingly, although this Section 16(c)
creates no duties, obligations or liabilities on the part of
Client, Client is an express, irrevocable third party beneficiary
for purposes of this Section 16(c) and any other provisions of
this Lease whereby Client is named or otherwise referenced.


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<PAGE>

(d) Recapture and Sublease Rentals. Landlord shall have no recapture
rights and Landlord shall have no rights to any sublease rentals.

17. ACCESS TO LEASED PREMISES. Tenant shall permit Landlord and its agents
to enter upon the Leased Premises at all reasonable times and upon reasonable
notice (except in the event of an emergency, with respect to which such time and
notice requirements shall not apply) to: (a) inspect and, examine the Leased
Premises; (b) show the Leased Premises to prospective purchasers and mortgagees,
and, during the last six (6) months of the Lease Term or during the continuation
of a Tenant Default hereunder, to prospective tenants; (c) make such repairs and
replacements as Landlord may deem necessary; or (d) exercise its rights
hereunder in connection with performing a covenant of Tenant that is a Tenant
Default, and so long as any such entry does not materially or unreasonably
interfere with Tenant's use or enjoyment of the Leased Premises, the Common Area
or any portion thereof, then no such entry shall: (i) constitute any eviction of
Tenant in whole or in part; (ii) cause Rent to abate in any manner; or (iii)
give rise to responsibility for any loss or damage to Tenant's business or
property, other than loss or damage resulting from any act or omission of
Landlord or any Landlord's Agents. Landlord shall use reasonable care, and shall
cause Landlord's Agents to use reasonable care, not to cause any interruption or
interference with the conduct of Tenant's business as a result of the exercise
of the Landlord's right of entry. If Landlord and/or Landlord's Agents enter
upon a portion of the Leased Premises designated by Tenant as a "secure area"
for the purpose of inspecting and/or examining such portion of the Leased
Premises, then, upon request by Tenant, Landlord shall enter into, and/or cause
Landlord's Agents to enter into, a confidentiality agreement with respect to
confidential or proprietary matters that may be observed by Landlord and/or
Landlord's Agents in connection with such inspection. Landlord's right of entry
shall not be deemed or construed to impose upon Landlord any obligation or
liability whatsoever for the maintenance or repair of the Leased Premises,
except as expressly provided in this Lease.

18. INSURANCE AND INDEMNIFICATION.

(a) Real Property Insurance. Landlord, shall maintain in full force
and effect throughout the Lease Term fire and extended coverage insurance,
which insurance shall name Landlord, Tenant, Landlord's mortgage lender,
and any Leasehold Lender of Tenant as insureds, as their respective
interests may appear, on the Building and Improvements; and (ii) and any
alterations or additions of or to the Leased Premises that constitutes
Landlord's Work; in either case for 100% of its insurable value on a
replacement cost basis.

(b) Landlord's Public Liability Insurance. Landlord shall maintain in
full force and effect throughout the Lease Term a policy of general public
liability insurance naming each of Tenant and Tenant's Client as an
additional insured and covering any and all claims for injuries to, or
death of, persons and damage to, or loss of, property occurring in, on or
about the Common Area, in an amount not less than coverages Tenant is
required to maintain pursuant to Section 18 (c) below. If Tenant is
required to carry higher limits of liability coverage under Section 18 (c),
then Landlord shall increase the foregoing coverage to match the liability
coverages that Tenant is required to maintain under this Lease.


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(c) Tenant's Public Liability Insurance. Tenant at its cost and
expense, shall maintain in full force and effect throughout the Lease Term
a policy of commercial general public liability insurance naming Landlord
and Landlord's Mortgagee as an additional insured and covering any and all
claims for injuries to, or death of, persons and damage to, or loss of,
property occurring in, on or about the Leased Premises, in an amount not
less than $1,000,000.00 per occurrence, and a minimum umbrella limits of
$1,000,000.00, for a total minimum combined general liability and umbrella
limits of $2,000,000.00 for property damage, personal injuries, or deaths
of persons occurring in or about the Leased Premises. If it becomes
customary for other similar businesses in the Louisville metropolitan area
to carry higher limits of liability coverage under leases of similar
facilities, then Tenant upon request by Landlord, shall increase the
foregoing coverage to such customary limits; provided, however, that
Landlord shall not require Tenant to increase the foregoing coverage more
than once in any five year period.

(d) Personal Property Insurance. All of Tenant's Property (including,
without limitation, property that Tenant stores for third parties), shall
be kept in or upon the Leased Premises at Tenant's sole risk and expense,
and Tenant, at its cost and expense, shall maintain in full force and
effect throughout the Lease Term fire and extended coverage insurance on
such trade fixtures, equipment, inventory and other personal property for
their full insurable value on a replacement cost basis, provided that, so
long as Tenant maintains a net worth adequate to satisfy and discharge
fully all of its financial obligations, including, without limitation, its
financial obligations under this Lease, and to replace all of its trade
fixtures, equipment, inventory, and other personal property, Tenant may
"self insure" its trade fixtures, equipment, inventory, and other personal
property. Tenant shall indemnify and hold harmless Landlord from any and
all claims, judgments, liabilities, losses, costs and expenses (including,
without limitation, reasonable attorneys' fees and court costs) arising
from, or in connection with, damage to, or loss of, Tenant's Property,
unless such damage is caused by: (i) the act or omission of Landlord or
Landlord's Agents; or (ii) a Landlord Default (as defined in Section 22).

(e) Worker's Compensation. Tenant shall comply with the provisions of
the applicable worker's compensation laws and insure its liability
thereunder.

(f) Copies of Policies. For each type of insurance required to be
maintained under this Lease, the party required to maintain such insurance
shall furnish to the other party an endorsed copy of such insurance policy
showing that such type of insurance is in full force and effect and may not
be modified or canceled without not less than ten (10) days' prior written
notice to such other party. All insurance policies required to be
maintained under this Lease shall be issued by companies reasonably
satisfactory to the party not responsible for maintaining such insurance.

(g) Waiver of Subrogation. Landlord and Tenant waive and release any
and all rights of recovery that either may have against the other for any
loss or damage, regardless of whether caused by any alleged negligence of
the other party or the other party's employees, contractors, agents,
invitees or licensees, to the extent that such loss or damage is or would
be covered by any property insurance required to be maintained under this
Lease. Each policy of property insurance required under this Lease shall


23

<PAGE>

contain an endorsement to such effect, waiving the insurer's right of
subrogation against the other party.

(h) Tenant Indemnity. Subject to the terms and conditions of this
Section 18, Tenant agrees to indemnify and hold harmless Landlord from and
against any and all claims, judgments, liabilities, losses, costs and
expenses (including, without limitation, reasonable attorneys' fees and
court costs) arising from, or in connection with the negligence,
intentional act or willful misconduct of Tenant or any Tenant-Related Party
or any breach of this Lease by Tenant.

(i) Landlord Indemnity. Subject to the terms and conditions of this
Section 18, Landlord agrees to indemnify and hold harmless Tenant from and
against any and all claims, judgments, liabilities, losses, costs and
expenses (including, without limitation, reasonable attorneys' fees and
court costs) arising from, or in connection with the negligence,
intentional act or willful misconduct of Landlord or Landlord's Agents or
any breach of this Lease by Landlord.

19. FIRE AND OTHER CASUALTY.

(a) Casualty Repair. In the event of damage to, or total or partial
destruction of, the Building or any fixtures, equipment or systems that
constitute a part of the Building, by fire or other casualty (the
"CASUALTY"), the insurance proceeds, if any, that as a result of such
Casualty, are payable under any fire and extended coverage insurance
maintained by Landlord (the "INSURANCE PROCEEDS") shall be payable to, and
be the sole property of, Landlord, and, subject to the terms and conditions
of this Section, Landlord shall cause the prompt and diligent repair and
replacement of the Building as soon as reasonably possible to substantially
the same condition as existed prior to such Casualty; provided that (i)
Landlord shall not be obligated to repair or replace alterations or
additions of or to the Leased Premises by Tenant; (ii) if Substantial
Damage (as hereinafter defined) occurs in the last year of the Initial Term
or (if applicable) the Extension Term, then Landlord or Tenant may elect to
terminate this Lease upon notice thereof delivered to the other party
within thirty (30) days after said Casualty; (iii) Landlord shall be
obligated to make any surplus Insurance Proceeds available, in accordance
with the terms and conditions of this subsection set forth below, for the
repair and/or replacement of the alterations and/or additions of or to the
Leased Premises by Tenant; and (iv) when Landlord commences the insurance
adjustment process (the "ADJUSTMENT PROCESS"), Landlord shall: (A) deliver
notice to Tenant of its commencement of the Adjustment Process; and (B)
provide to Tenant an opportunity to participate in the Adjustment Process.
Landlord shall make the Insurance Proceeds available, or cause the
Insurance Proceeds to be made available, to pay the costs and expenses to
repair or replace: (x) the Building in accordance with the terms and
conditions of this Section; and (y) the alterations and additions of or to
the Leased Premises; provided that: (aa) Tenant has not caused a default of
the documents evidencing the Mortgage Lien or evidencing the method of
financing or refinancing secured by the Mortgage Lien through a breach of
any of its obligations under this Lease; and (bb) to the extent applicable
to Tenant, Tenant meets the reasonable and customary conditions for
disbursement of the Insurance Proceeds established by the documents


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<PAGE>

evidencing the Mortgage Lien or evidencing the method of financing or
refinancing secured by the Mortgage Lien. Rent shall abate proportionately
(based upon the proportion that the unusable Rentable Area of the Leased
Premises due to damage or destruction bears to the total Rentable Area of
the Leased Premises) during the time that the Leased Premises or any part
thereof is unusable by reason of any Casualty. If and as may be requested
by Tenant, Landlord shall use commercially reasonable efforts to relocate
Tenant, at Tenant's expense, temporarily during the period of any repair or
replacement of the Leased Premises. Not later than thirty (30) days after
the occurrence of any Casualty, Landlord shall provide Tenant written
notice indicating the anticipated period for restoring the Building
(including the Leased Premises) to substantially the same condition as
existed immediately prior to the occurrence of such Casualty, such
restoration period to be determined by the insurance adjusters or (if no
such determination has been made by the insurance adjusters) Landlord's
general contractor for the restoration work (the "REPAIR PERIOD NOTICE").

(b) Substantial Damage. Notwithstanding anything to the contrary set
forth herein, if substantial damage or destruction occurs, such that (i)
the restoration period set forth in the Repair Period Notice equals or
exceeds 180 days; or (ii) the Leased Premises are so damaged or destroyed
as to be rendered untenantable (as determined in Tenant's reasonable
business judgment) for Tenant's normal business use (in either case,
"SUBSTANTIAL DAMAGE"), then either party, at its option, may terminate this
Lease upon written notice delivered to the other not later than thirty (30)
days after Landlord's delivery of the Repair Period Notice to Tenant, and
upon any such termination, all obligations hereunder, except those due or
mature, shall cease and terminate. In addition, if the restoration work
contemplated under this Section 19 is not substantially complete within the
later of thirty (30) days after the restoration period set forth in the
Repair Period Notice or 180 days after the occurrence of the Casualty
(which periods may be extended for an aggregate maximum of thirty (30)
additional days on account of Unavoidable Delays), then Tenant may
terminate this Lease upon written notice delivered to Landlord within seven
(7) days. Landlord agrees not to exercise any right available to it to
terminate this Lease pursuant to this Section 19(b) if Landlord elects to
proceed to restore the Building to substantially the same condition as
existed immediately prior to the Casualty and Landlord is legally entitled
under any other lease of space in the Building to terminate that lease on
account of the Casualty, but elects not to do so.

20. EMINENT DOMAIN.

(a) Condemnation. In the event that: (i) all or a substantial part of
the Leased Premises is taken or condemned for public or quasi-public use
under any statute or by the right of eminent domain; or (ii) in lieu
thereof, all or a substantial part of the Leased Premises is conveyed to a
public or quasi-public body under threat of condemnation ("CONDEMNATION"),
and the Condemnation renders the Leased Premises unsuitable (as determined
in Tenant's reasonable judgment) for Tenant's normal business use
("COMPLETE CONDEMNATION"), then, at the option of either Landlord or Tenant
exercised within ten (10) days after the Complete Condemnation occurs: (i)
this Lease shall terminate as of the date possession of all or such part of
the Leased Premises is conveyed to the condemning authority; and (ii) all
obligations hereunder, except those due or


25

<PAGE>

mature, shall cease and terminate. All compensation awarded or paid for any
Condemnation shall belong to and be the sole property of Landlord
("CONDEMNATION AWARD"); provided, however, that (i) Landlord shall not be
entitled to any award made solely to Tenant for Tenant Property or for loss
of business or cost and expense of relocation and removing trade fixtures;
and (ii) Landlord shall make the Condemnation Award available, or cause the
Condemnation Award to be made available, to pay the costs and expenses to
repair or replace: (A) the Building; and (B) the Leased Premises with
Landlord's Work included.

(b) Allocation of Award. Notwithstanding anything to the contrary set
forth herein, in the event that: (i) there is a Complete Condemnation; and
(ii) as a result of the Complete Condemnation, this Lease is terminated at
the option of either Landlord or Tenant, then the Condemnation Award shall
be the sole property of Landlord; provided, however, nothing contained
herein shall be deemed to give Landlord any interest in or require Tenant
to assign to Landlord any award made or allocated to Tenant for the taking
of Tenant's Property, for the interruption of Tenant's business, or its
moving costs. Each party agrees to execute and deliver to the other all
instruments that may be required to effectuate the provisions of this
Section 20.

21. DEFAULT BY TENANT.

(a) Events of Tenant Default. Each of the following shall be deemed to
be a "TENANT DEFAULT:"

(i) failure by Tenant to pay any amount of Rent when due, and the
continuance of such failure for five (5) business days after
delivery of written notice of such failure to Tenant by Landlord
(it being understood and agreed that if Tenant shall be
delinquent in the payment of any installment of Monthly Rent
beyond said five business day period more than once during any
lease year, then Landlord may require that at all times
thereafter during the Lease Term, Tenant shall post with Landlord
a one-time security deposit in an amount equal to one installment
of Monthly Rent);

(ii) failure by Tenant to observe or perform any other term or
condition of this Lease to be observed or performed by Tenant,
and the continuance of such failure for thirty (30) days after
written notice from Landlord; provided that it shall not be a
"TENANT DEFAULT" if such failure cannot be cured by Tenant within
thirty (30) days, despite reasonably diligent effort, so long as
Tenant diligently commences to cure such failure within thirty
(30) days, and thereafter continues to diligently pursue such
cure to completion;

(iii) the sale of Tenant's leasehold interest hereunder to any entity
other than a Permitted Assignee pursuant to execution;

(iv) the adjudication of Tenant as a bankrupt or insolvent;


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<PAGE>

(v) the making by Tenant of a general assignment for the benefit of
creditors;

(vi) the appointment of a receiver for Tenant's property, if such
appointment is not vacated or satisfied within sixty (60) days
from the date of such appointment;

(vii) the appointment of a trustee or receiver for Tenant's property
in a reorganization, arrangement, bankruptcy or other insolvency
proceeding, if such appointment is not vacated or set aside
within sixty (60) days from the date of such appointment; or

(viii) the filing by Tenant of a voluntary petition in bankruptcy or
for reorganization or arrangement, or the filing of an
involuntary petition in bankruptcy or for reorganization or
arrangement against Tenant if such involuntary petition is not
vacated within sixty (60) days after the filing thereof.

(b) Landlord's Remedies. In the event of a Tenant Default that is
continuing, Landlord, in addition to any other rights or remedies available
at law or in equity, may exercise the following rights and remedies upon
written notice thereof delivered to Tenant prior to Tenant's cure of the
Tenant Default:

(i) elect to terminate this Lease;

(ii) if Tenant has failed to perform any of its obligations under this
Lease (other than the obligation to pay Base Rent), perform such
obligations that Tenant has failed to perform (entering upon the
Leased Premises for such purpose, if necessary), without such
performance being construed as a waiver of the Tenant Default or
of any other right or remedy of Landlord with respect to such
Tenant Default, or as a waiver of any term or condition of this
Lease; or

(iii) immediately re-enter upon the Leased Premises, remove all
persons and property therefrom, and store such property in a
public warehouse or elsewhere at the sole cost and expense and
for the account of Tenant, all: (A) in compliance with the
applicable Laws; and (B) without being deemed guilty of trespass
or becoming liable for any loss or damage that may be occasioned
thereby.

(c) Re-Letting. If Landlord re-enters upon the Leased Premises as
provided in Section 21(b)(iii), or takes possession of the Leased Premises
pursuant to legal proceedings or pursuant to any notice provided by the
applicable Laws, then Landlord either may terminate this Lease, or, from
time to time with or without terminating this Lease, make alterations and
repairs for the purpose of re-letting the Leased Premises and re-let the
Leased Premises or any part thereof for such term or terms (which may
extend beyond the term of this Lease) at such rental and upon such other
terms and conditions as Landlord deems reasonably advisable. Upon each
re-letting, all rentals received from such re-letting shall be applied in
the following order (i) first, to payment of reasonable


27

<PAGE>

costs and expenses incurred by Landlord in connection with such re-entry or
taking of possession and making such reasonable alterations and repairs;
(ii) second, to the payment of Rent and any other outstanding indebtedness
of Tenant to Landlord hereunder or in connection herewith; and (iii) the
remainder, if any, shall be held by Landlord and applied in payment of
future Rent as it becomes due and payable hereunder. If the rentals
received from such re-letting during any month are less than the full
amount of Rent payable hereunder during that month, then Tenant shall pay
any such deficiency to Landlord. Such deficiency shall be calculated and
paid monthly. No re-entry or taking of possession by Landlord of the Leased
Premises shall be construed as an election to terminate this Lease, or as
an acceptance of a surrender of the Leased Premises, unless a written
notice of termination or acceptance of surrender is delivered by Landlord
to Tenant. Notwithstanding any re-letting without termination, Landlord at
any time thereafter may elect to terminate this Lease for Tenant's previous
Tenant Default. Landlord shall use reasonable efforts to mitigate its
damages in the event of a Tenant Default; provided, however, that nothing
contained in this Section shall be construed so as requiring Landlord to
enter into any other lease that Landlord believes, in good faith, is not
upon fair market terms or is not permitted by Landlord's Mortgagee.

(d) Damages Upon Termination. If Landlord at any time terminates this
Lease as a result of any Tenant Default, then Landlord may recover from
Tenant, from time to time, all damages Landlord may incur by reason of such
Tenant Default (including, without limitation: (i) reasonable costs and
expenses in connection with a re-entry or taking of possession; (ii)
reasonable attorneys' fees; and (iii) the present value at the time of such
termination of the excess, if any, of the amount of Rent for the remainder
of the Lease Term (excluding any unexercised Extension Term) over the then
reasonable rental value of the Leased Premises for the remainder of the
Lease Term; provided that the reasonable rental value of the Leased
Premises shall be determined on the basis that (i) the Leased Premises is
relet in its "as is" condition on the date of termination; and (ii) no
alterations or repairs have been, or will be, made for the purpose of
reletting). All such amounts shall be immediately due and payable from
Tenant to Landlord.

(e) Limitation on Recovery. Landlord shall not be entitled to recover
from Tenant any amount for any particular item of loss, cost, or expense
more than once, notwithstanding that Sections 21(c) and (d), each may
provide for recovery of such item of loss, cost, or expense. Landlord shall
have no right to accelerate rent, except as may be expressly permitted
under the terms and conditions of Section 21(d) above.

22. DEFAULT BY LANDLORD. The following shall be deemed to constitute a
"LANDLORD DEFAULT" (a) failure by Landlord to observe or perform any term or
condition of this Lease to be observed or performed by Landlord; and (b)
continuation of such failure for thirty (30) days after delivery of written
notice from Tenant; provided that it shall not be a "Landlord Default" if such
failure cannot be cured by Landlord within thirty (30) days, despite reasonably
diligent effort, so long as Landlord diligently commences to cure such failure
within thirty (30) days, and diligently continues to pursue such cure to
completion. In the event of a Landlord Default, Tenant shall have all rights or
remedies available at law or in equity, except the right of setoff. Without
limiting the generality of the foregoing, upon a Landlord Default or any
Landlord


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<PAGE>

breach involving an emergency situation, Tenant shall have the right to perform
such obligations on behalf of Landlord, without such performance being construed
as a waiver of the Landlord Default or of any other right or remedy of Tenant
with respect to such Landlord Default, or as a waiver of any term or condition
of this Lease. Landlord shall pay to Tenant on demand all reasonable costs and
expenses incurred by Tenant to perform any such obligations in accordance with
the terms and conditions of this Section. If any amount due to Tenant by
Landlord hereunder shall become overdue for a period in excess of five (5)
business days, then Landlord shall pay the Tenant interest on such unpaid amount
from the date due to the date of payment at the Interest Rate.

23. SURRENDER. Upon the expiration of the Lease Term or the earlier
termination of this Lease, Tenant shall quit and surrender to Landlord the
Leased Premises and, except as expressly set forth below in this Section, all
property affixed to the Leased Premises, broom clean, and in good order,
condition and repair, except for ordinary wear and tear, the effects of damage
to, or the total or partial destruction of, the Building or Leased Premises by
fire or other casualty that Landlord is obligated to repair or replace; provided
that Tenant shall remove any or all of its property that Landlord directs Tenant
to remove, and, upon Tenant's failure to do so, Landlord may cause all or any
item of such property to be removed at Tenant's cost and expense.
Notwithstanding anything to the contrary set forth herein, Tenant shall not be
required to surrender any of the Improvements made as a part of Landlord's Work
or any other alteration, improvement or addition approved by Landlord under this
Lease, unless Landlord expressly conditioned such approval upon Tenant's removal
of such item(s) upon the expiration or sooner termination of this Lease.
Landlord acknowledges that Tenant shall have the right to grant to any third
party a security interest in and to its personalty, inventory and trade
fixtures. Tenant's obligation to observe and perform these covenants shall
survive the expiration of the Lease Term or earlier termination of this Lease.

24. SUBORDINATION AND ESTOPPEL.

(a) Tenant agrees that at all times this Lease and the Tenant's
leasehold estate created hereby shall be subordinate to the lien of any
bona fide first mortgage or deed of trust, together with any renewals,
extensions or replacements thereof, now or hereafter placed, charged or
enforced against Landlord's fee simple absolute interest in the Property
and the Leased Premises; provided, however, that such subordination shall
not be self-effectuating, but shall be effective at such time as the
parties shall have fully executed a customary form of subordination,
non-disturbance and attornment agreement, in form and substance reasonably
approved by Tenant (the "SNDA"), which shall include an agreement by such
lender not to disturb any rights of Tenant under this Lease so long as no
Tenant Default is outstanding. Within ten (10) business days after written
request therefor from Landlord, Tenant agrees to execute and deliver (but
without cost to the Tenant) an SNDA, and concurrently therewith, Landlord
shall execute and deliver, and Landlord shall cause the lender to execute
and deliver, the SNDA. Concurrently with its execution and delivery of this
Lease, Landlord shall cause to be delivered to Tenant an executed SNDA from
Landlord's Mortgagee in the form set forth in Exhibit G attached hereto and
made a part hereof by this reference.


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<PAGE>

(b) Each party shall, within ten (10) business days after written
request therefor from the other party, execute, acknowledge and deliver to
the requesting party a statement in writing, in form reasonably prepared
(i) certifying that this Lease is unmodified and in full force and effect
(or, if modified, stating the nature of such modification and certifying
that this Lease, as so modified, is in full force and effect) and the date
to which the rent and other charges are paid in advance, (ii) acknowledging
that there are not, to the maker's knowledge, any uncured defaults on the
part of the other party hereunder, or specifying such defaults if they are
claimed, and (iii) containing any other certifications, acknowledgments and
representations as may be reasonably requested by the requesting party or
the party for whose benefit such estoppel certificate is requested.

25. MISCELLANEOUS WARRANTIES; COVENANT OF QUIET ENJOYMENT. Landlord
represents and warrants as of the date of this Lease and at all times thereafter
that: (a) Landlord has all necessary right, title, interest, power and authority
to enter into this Lease and grant Tenant the tenancy hereunder, (b) as of the
date hereof, Landlord owns the Property in fee simple absolute, subject only to
the matters identified on Exhibit H, which matters shall constitute permitted
encumbrances (the "PERMITTED ENCUMBRANCES"); (c) the Permitted Encumbrances
permit the use of the Leased Premises and the Common Area for all of the uses
listed on Exhibit I and there are no sums delinquent under the Permitted
Encumbrances or other violations thereof; (d) the Current Zoning Classification
applies to the Property, and, under that Current Zoning Classification, all of
the uses listed on Exhibit I are permitted; (e) to the best of Landlord's actual
knowledge, the Building and Improvements are free from any material defect in
design or construction; (f) upon the Substantial Completion Date, the Leased
Premises, the Building, the Property and the Common Area shall comply with the
Declaration, the Americans with Disabilities Act and any other accessibility
requirements, all other applicable Laws, including, without limitation, the
Current Zoning Classification and all other applicable zoning and land use laws,
and the Building Systems shall be in good operating condition; and (g) after the
Substantial Completion Date, Landlord shall keep the Leased Premises free from
mechanics liens or claims or other similar liens or claims asserted by lienors
or claimants having performed work for or at the direction of Landlord or any
Landlord's Agent. Landlord hereby covenants and agrees that if no Tenant Default
occurs and is continuing, then, at all times during the Lease Term, Tenant shall
have the quiet enjoyment of the Leased Premises.

26. MECHANIC'S LIENS. Tenant shall not suffer or cause the filing of any
mechanic's lien against the Leased Premises. If any mechanic's lien is filed
against the Leased Premises or any part thereof for work claimed to have been
done for, or material claimed to have been furnished to, Tenant other than
Landlord's Work, then Tenant shall: (a) cause such mechanic's lien to be
discharged of record within fifteen (15) days after notice of the filing by
bonding or as provided or required by law; or (b) provide evidence that the lien
is being contested by proceedings adequate to prevent foreclosure of the lien,
together with a title insurance endorsement over such lien or a satisfactory
indemnity (in either case in an amount equal to at least 150% of the claimed
lien) to Landlord within fifteen (15) days after notice of the filing thereof.
All liens suffered or caused by Tenant shall attach to Tenant's interest only.
Nothing in this Lease shall be deemed or construed to constitute consent to, or
request of, any party for the performance of any work for, or the furnishing of
any materials to, Tenant, nor as giving Tenant the right or authority to
contract for, authorize or permit the performance of any work or the


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furnishing of any materials that would permit the attaching of a mechanic's
lien. Landlord shall deliver the Leased Premises to Tenant free of liens for
work claimed to have been done for, or materials claimed to have been furnished
to, Landlord in the performance of Landlord's Work. Landlord and Tenant each
shall indemnify and hold harmless the other from all claims, judgments,
liabilities, losses, costs and expenses (including, without limitation,
reasonable attorneys' fees and court costs) incurred by the other as a result
of, or in connection with, any mechanic's lien for work claimed to have been
done for, or material claimed to have been furnished to, Landlord or Tenant,
respectively.

27. NOTICES. Any notice, statement, invoice, demand, request, or consent
required or permitted to be given or delivered by either party to this Lease
shall be in writing and shall be deemed to have been duly given or delivered:
(a) on the date of delivery, if delivery is made by messenger or otherwise in
person; (b) on the date of deposit, if delivery is made by a national overnight
courier service; in any case if addressed to the other party as set forth in
Section 1(j) hereof. Any party may change its address for notice from time to
time by delivering notice to the other party as provided above.

28. ENVIRONMENTAL CONDITION.

(a) Landlord's Representations and Warranties. Landlord represents and
warrants to Tenant, to Landlord's actual knowledge and except as disclosed
in the Environmental Site Assessment (a true, correct and complete copy of
which was previously delivered by Landlord) to Tenant (i) neither the
Leased Premises nor the Property has been used for the treatment, disposal,
or storage of Hazardous Substances; (ii) no Hazardous Substances are
present or were installed, exposed, released or discharged in, on, under,
or from the Leased Premises or the Property at any time during or prior to
Landlord's ownership thereof, and neither Landlord nor any prior owner or
occupant of the Leased Premises or the Property has placed or used
Hazardous Substances therein; (iii) no UST's for petroleum products or any
other Hazardous Substances are or were located on the Leased Premises or
the Property at any rime during or prior to Landlord's ownership thereof,
and (iv) neither the Leased Premises nor the Property has been used or
operated in violation of applicable Laws governing Hazardous Substances.

(b) Environmental Indemnity. Landlord agrees to indemnify, defend (by
counsel reasonably acceptable to Tenant), protect and hold harmless any
Tenant-Related Parties, and any party affiliated with any Tenant-Related
Party from and against any and all claims, judgments, liabilities, losses,
costs and expenses (including without limitation, reasonable attorneys'
fees and court costs) arising from, or in connection with: (i) any storage
or usage of any Hazardous Substances by Landlord (or its employees, agents,
contractors, invitees or licensees) in, on or about the Leased Premises;
(ii any transportation of any Hazardous Substances to or from the Leased
Premises by Landlord (or its employees, agents, contractors, invitees or
licensees); or (iii) the inaccuracy of any of the representations set forth
in Section 28(a). The claims, judgments, liabilities, losses, costs and
expenses from and against which Landlord has agreed to indemnify, defend,
protect and hold harmless Tenant and any Tenant-Related Party under this
subsection shall include the following: (i) any obligation or liability of
Landlord or Tenant under


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any of the applicable Laws to remove any Hazardous Substance or
contaminated soil or groundwater from the Leased Premises, "clean up" any
contamination of the soil or the groundwater in, on or under the Leased
Premises, or perform any monitoring or remediation of or for the Leased
Premises; (ii) all charges, fines or penalties imposed by governmental
authority or under any of the applicable Laws governing Hazardous
Substances; and (iii) all claims by, and liabilities to, any third party.
Landlord agrees, at its cost and expense, and in accordance with applicable
Laws, to monitor, remediate, and pay any charges, fines, or penalties
related to, any Hazardous Substances or petroleum products present at, on,
or under, or released from the soil or groundwater of, the Leased Premises
or the Property prior to the Commencement Date; provided that the presence
of such Hazardous Substances or petroleum products is not related to any
action or omission of Tenant or its employees, agents, contractors,
invitees or licensees. The obligations of Landlord under this Section 28(b)
shall survive the expiration or earlier termination of this Lease.

29. REASONABLE WEAR AND TEAR. Whenever the terms "reasonable wear and
tear," "ordinary wear" or any terms of similar import are used in this Lease,
such terms shall be construed to include, in addition to all things customarily
included within the meanings of such terms, together with any and all damage or
repair caused by casualty or condemnation, or any damage or repair necessitated
by the acts or omissions of Landlord, any Landlord's Agent.

30. PARKING AND LOADING DOCKS. Tenant and Tenant-Related Parties shall be
entitled to the exclusive use of the Parking Spaces defined in Section 2 above.
An appropriate number of such Parking Spaces shall be marked for handicapped
parking as required by applicable Laws. Landlord shall also provide the loading
and unloading docks that are shown on attached Exhibit B-1. While Landlord shall
reasonably cooperate with Tenant in enforcing Tenant's parking rights against
any third parties and shall ensure that the parking rules and regulations are
uniformly enforced for all tenants in the Building, Landlord shall not be
responsible if any third parties park in any of the Parking Spaces or for
otherwise enforcing Tenant's exclusive parking rights hereunder against other
tenants and third parties. Tenant agrees to reasonably cooperate in keeping its
employees from parking in any parking areas on the Property, other than the
Parking Spaces. Tenant shall have the right to install fencing for security
purposes around the loading and unloading docks and the parking spaces used
exclusively for tractor trailers.

31. LANDLORD CONVEYANCE. Until the expiration of the Warranty Period,
Landlord shall not cause or permit any conveyance or transfer of fee title to
the Leased Premises, without the prior written consent of Tenant, which consent
shall not be withheld or delayed unreasonably. Notwithstanding anything set
forth herein, the terms and conditions of this Section shall not apply to, or
limit or affect in any manner (a) any Mortgage Lien; (b) the right or ability of
Landlord to finance or refinance the Property and the Building and encumber the
Property and the Building with a Mortgage Lien securing such financing or
refinancing; or (c) the rights and remedies of any mortgage lender or lien
holder under, or with respect to, a Mortgage Lien or the financing or
refinancing that the Mortgage Lien secures or the ability of the mortgage lender
or lien holder to exercise such remedies (including without limitation,
foreclosure of any Mortgage Lien or acceptance of a deed in lieu of
foreclosure).


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32. MISCELLANEOUS PROVISIONS.

(a) Memorandum of Lease. The parties hereto shall not record this
Lease in the Clerk's Office of Jefferson County, Kentucky but each party
shall promptly execute contemporaneously herewith a "memorandum of lease
agreement" suitable for recording in the form set forth as Exhibit J
attached hereto and made a part hereof (the "MEMORANDUM OF LEASE
AGREEMENT"). All costs and expenses associated with recording the
Memorandum of Lease Agreement shall be at Tenant's cost and expense.

(b) Relationship of Parties. Nothing contained herein shall be deemed
or construed by the parties hereto or by any third party as creating
between the parties hereto the relationship of principal and agent,
partnership, joint venture, or any relationship other than the relationship
of landlord and tenant.

(c) Waivers of Covenants. No waiver of any covenant, term or condition
or the breach of any covenant, term or condition of this Lease shall be
deemed to constitute a waiver of any subsequent breach of such covenant,
term or condition nor justify or authorize a non-observance upon any
occasion of such covenant term or condition or any other covenant, term or
condition, and the acceptance of Rent by Landlord at any time when Tenant
is in default of any covenant, term or condition shall not be construed as
a waiver of such default or any right or remedy of Landlord on account of
such default.

(d) Accord and Satisfaction. No payment by Tenant or receipt by
Landlord of a lesser amount than the Rent due hereunder shall be deemed to
be other than on account of the Rent first due hereunder, provided that
Landlord shall not apply payments by Tenant to items of Rent with respect
to which there exists a good faith dispute of which Tenant has delivered to
Landlord a written notice describing with particularity the nature of such
dispute. No endorsement or statement on any check or letter accompanying
any check or payment of Rent shall be deemed to be an accord and
satisfaction, and Landlord may accept any such check or payment without
prejudice to the right of Landlord to recover the balance of such Rent or
to pursue any other right or remedy.

(e) Remedies Cumulative. The rights and remedies of Landlord and
Tenant hereunder shall be cumulative, and no one of them shall be deemed or
construed as exclusive of any other or of any right or remedy provided by
law or in equity. The exercise of a