LEASE INDEX

Exhibit 10.31

MEADOWS CORPORATE CENTER

ST. LOUIS, MISSOURI

STANDARD SERVICE CENTER LEASE AGREEMENT

By and Between

THE LINCOLN NATIONAL LIFE
INSURANCE COMPANY

As Landlord

And

INFONOW SOLUTIONS OF ST. LOUIS, LLC

As Tenant

LEASE INDEX

i

ii

iii

EXHIBITS:

iv

SERVICE CENTER LEASE

          THIS LEASE is made and entered into on this 28 ^th day of November 2001 between THE LINCOLN NATIONAL LIFE INSURANCE COMPANY, an Indiana corporation, (“Landlord”) and INFONOW SOLUTIONS OF ST. LOUIS, LLC, a ________________ limited liability company, as (“Tenant”).

ARTICLE I - LEASED PREMISES

          1.1       Demise of Leased Premises . Landlord, in consideration of the rents and of the terms and conditions hereinafter contained, does hereby lease to Tenant, and Tenant, does hereby rent from Landlord the space containing approximately 14,870 rentable square feet (“Leased Premises”). The Leased Premises is located in two (2) suites: Suite 1848 containing approximately”8,575 rentable square feet located in the building known as Meadows Corporate Center III (“Building III”) and Suite 1884-4 containing approximately 6,295 rentable square feet located in the building known as Meadows Corporate Center IV (“Building IV”) (collectively, the “Building”), situated at Lackland Hills Parkway, St. Louis, Missouri 63146. The Building is located on the land described on Exhibit “A” (“Property”) and the floor plans of the Leased Premises are attached as Exhibit “B” and incorporated by reference.

          1.2       Condition of Leased Premises . Tenant accepts the Leased Premises in its “as is” condition except as altered by the work to be performed by Tenant as described in Exhibit “F” attached hereto and made a part hereof, subject to all recorded matters, laws, ordinances, and governmental regulations and orders. Tenant acknowledges that neither Landlord, any employee of Landlord, Landlord’s property manager, or any agent of Landlord has made any representation as to the condition of the Leased Premises or the suitability of the Leased Premises for Tenant’s intended use. The taking of possession of the Leased Premises by Tenant shall be conclusive evidence that the Leased Premises were in good and satisfactory condition and suitable for the use intended by Tenant at the time such possession was taken. Upon request by Landlord, Tenant shall execute a commencement letter signifying such acceptance.

ARTICLE II - TERM

          2.1       Term . The term of this Lease (the “Term”) shall be for a period of five (5) years (the “Term”), commencing August 1, 2001 (the “Commencement Date”) and ending on July 31, 2006 (the “Expiration Date”), unless sooner terminated pursuant to any provision hereof. Landlord and Tenant shall execute a Certificate Affirming The Lease Commencement Date in the form attached hereto as Exhibit “C”.

          2.2       Delay in Occupancy . If for any reason Landlord cannot deliver possession of the Leased Premises to Tenant on the Commencement Date, Landlord shall not be subject to any liability therefor, nor shall such failure affect the validity of this Lease or the obligations of Tenant hereunder, except the Commencement Date shall be delayed until possession of the Leased Premises delivered to Tenant and the Term shall be extended for a period equal to the delay in the delivery of the Leased

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Premises, plus the number of days necessary to end the Term on the last day of a month. In the event of any delay hereunder, Landlord and Tenant shall execute and deliver an amendment hereto setting forth the revised Commencement and Expiration Dates.

          2.3       Early Occupancy . If Tenant occupies the Leased Premises prior to the Commencement Date, such occupancy shall be upon all of the terms and conditions contained herein but shall not advance the Expiration Date.

          2.4      Option to Extend Term . Provided Tenant is not in default in any of the terms, conditions or covenants of this Lease either on the date Tenant gives Landlord the renewal notice required herein or at the end of the initial Term of this Lease, Landlord hereby grants to Tenant an option to renew this Lease for one (1) five (5) year term. Such option to renew must be exercised by giving written notice to Landlord at least one hundred eighty (180) days prior to the termination of the initial Term of this Lease, and once a notice to exercise is given it is irrevocable by Tenant. If Tenant elects to exercise such renewal option, then such renewal term shall be on the same terms and conditions as contained in this Lease, except that Base Rental shall be the then prevailing market rent for comparable office buildings in the St. Louis, Missouri market.

          The “then prevailing market rent for comparable office buildings in the St. Louis, Missouri rental market” means what a landlord under no compulsion to lease the Leased Premises and a new tenant under no compulsion to lease the Leased Premises would determine as rent for the Extension Term, taking into consideration, among other relevant matters, the use permitted under the Lease, the quality, size, design and location of the Leased Premises and the rental rates for similar space in the St. Louis metropolitan market area. The parties shall endeavor in good faith to agree on the Base Rent for the Extension Term within sixty (60) days prior to the applicable renewal date. If Landlord and Tenant are unable to agree on the Base Rent for the Extension Term by such date, then the Base Rent shall be determined as hereinafter provided. Within thirty (30) days prior to the renewal date, Landlord and Tenant each shall appoint a licensed real estate appraiser (who shall be a member of the American Institute of Real Estate Appraisers) with experience in the area in which the Leased Premises are located to determine the then prevailing market rent of the Leased Premises. If either Landlord or Tenant does not appoint a licensed appraiser, and such failure continues thereafter for another ten (10) days after a second written notice from the other, the single licensed appraiser appointed shall be the sole licensed appraiser and shall set the then prevailing market rent of the Leased Premises. If two (2) licensed appraisers are appointed pursuant to this paragraph, they shall meet promptly and attempt to set the then prevailing market rent of the Leased Premises. If they are unable to agree within the thirty (30) days after the second licensed appraiser has been appointed, then each party or its appraiser shall submit its appraisal for the then prevailing market rent to a third appraiser (selected in the manner set forth below) and the third appraiser shall select one of the two submitted appraisal amounts, without any modification, as the then prevailing market rent. The third appraiser, who must meet all of the minimum licensing and experience criteria set forth above, shall be selected by the first two appraisers. Landlord and Tenant each shall bear the cost of their own licensed appraiser, and shall split equally the cost of appointing the third licensed appraiser, if necessary. If the determination of the then prevailing market rent of the Leased Premises is not completed prior to the renewal date, Tenant shall continue to pay Base Rent at the rate in effect immediately prior to the renewal date, and the parties shall promptly account for any rent differential

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upon determination of the then prevailing market rent of the Lease Premises.

          All other terms of this Lease shall remain the same. As used throughout this Lease, any reference to the “lease term”, “term”, or “term of this Lease” shall also include any and all renewal terms.

          2.5          Right of First Opportunity . Subject to all other options held by existing tenants of the Building and provided that Tenant is not in default hereunder at the time of Tenant’s exercise of this option, Tenant shall have the right of first opportunity (the “Right of First Opportunity”) to lease any additional space located in Building II or Building III (the “Expansion Space”), if and when such space becomes available during the initial Term of this Lease, on the following terms and conditions:

          (i)          Landlord shall notify Tenant of available Expansion Space prior to offering such Expansion Space to any other party. Tenant shall have ten (10) days from the receipt of such notification to exercise the Right of First Opportunity by sending written notice to Landlord of its intent to lease the Expansion Space or any portion thereof (the “Leased Expansion Space”);

          (ii)         at the time Tenant exercises the Right of First Opportunity and at the time Landlord delivers the Leased Expansion Space to Tenant, Tenant shall not be in default of its obligations under this Lease beyond any applicable cure period, and this Lease at that time shall be in full force and effect;

          (iii)        Tenant shall execute and deliver to Landlord within thirty (30) days after receipt thereof from Landlord an amendment to the Lease prepared by Landlord which effective with the Commencement Date of the Lease by Tenant of the Leased Expansion Space (a) adds the Leased Expansion Space to the Leased Premises, (b) increases the rentable area of the Leased Premises by the rentable area of the Leased Expansion Space and increases Tenant’s Proportionate Share accordingly, and (c) makes such other modifications of affected portions of this Lease consistent with the foregoing.

          Tenant shall accept the Leased Expansion Space “as is” and “as built”, subject to latent defects to base building and base building systems, and all leasehold improvements made by Tenant to the Leased Expansion Space shall be installed in accordance with the provision of Article IX of the Lease and at Tenant’s sole cost and expense. Tenant shall not be obligated to commence paying Rent with respect to the Leased Expansion Space until the date that is the earlier of (i) thirty (30) days after the Leased Expansion Space has been delivered to Tenant vacant, free and clear of all leases and tenancies, ready for Tenant’s leasehold improvement work, and (ii) the date that construction of leasehold improvements to the Leased Expansion Space ha been substantially completed, subject to punchlist items.

ARTICLE III - RENT

          3.1          Base Rent. Tenant shall pay rent to Landlord starting with the Commencement Date of the Lease for the use and occupancy of the Leased Premises as follows:

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          (“Base Rent”), payable in advance, on the first day of each month during the Term hereof. The Base Rent is computed based upon 14,870 square feet of service center space as shown on Exhibit “B”. Base Rent and all other sums, whether designated additional rent or otherwise, payable to Landlord under this Lease shall be payable in U.S. Dollars at the office of Jones Lang LaSalle, or at such other place or places as Landlord may in writing direct. Tenant shall pay all rent payable under this Lease without notice or demand, both of which are expressly waived by Tenant. Tenant shall pay base Rent due under this Lease, without demand, offset or deduction.

          3.2      Additional Rent . Tenant shall pay to Landlord additional rent as provided in this Article III. All charges due and payable by Tenant other than Base Rent are herein called “Additional Rent”. The term “Rent” shall mean Base Rent and Additional Rent.

          3.3      Late Charges . Tenant’s failure to pay Rent promptly may cause Landlord to incur unanticipated costs. The amount of such costs are difficult to ascertain, and therefore on any Rent payment not made within ten (10) days after it is due, Tenant shall pay Landlord a late charge equal to fifteen percent (15%) of the overdue amount. The parties agree that such late charge represents a fair and reasonable estimate of the costs Landlord will incur by reason of such late payment.

          3.4      Proportionate Share . Tenant’s “Proportionate Share” as used in this Lease shall be obtained by multiplying the expense in question by a fraction, the numerator of which shall be the rentable square footage area of the Leased Premises, and the denominator of which shall be the rentable square footage area of the Building which for purposes of this Lease shall be stipulated to be 43,275 square feet for Building III and 47,627 square feet for Building IV. For purposes of this Lease, Tenant’s Proportionate Share is 19.82% for Building III and 13.22% for Building IV.

          If a particular expense is incurred or charged to more than one building on the Property rather than solely to the Building, then, for the purposes of calculating Tenant’s Proportionate Share with respect to the Building, such multi building expense shall be allocated to the Building by multiplying the expense in question by a fraction, the numerator of which shall be the rentable square footage of the Building and the denominator of which shall be the rentable square footage area of the buildings for which the expense was incurred or otherwise allocated to, with the resulting number being used to calculate Tenant’s Proportionate Share as to the Leased Premises. For purposes of this Lease, Tenant’s Proportionate Share is 4.97% for Building III and 3.65% for Building IV.

          3.5       Real Property Taxes, Insurance and Management Fees . (a) Beginning August 1, 2001, Tenant shall pay as Additional Rent, Tenant’s Proportionate Share of the amount by which Real Property Taxes (as defined in Section 3.5(b)), Insurance (as defined in Section 3.6), and management fees paid by Landlord and relating solely to management of the Building, payable

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during each calendar year falling entirely or partly within the Lease Term exceed the Expense Stop Amount as defined in Section 3.9. Tenant shall make estimated monthly payments to Landlord on account of the amount by which Real Property Taxes, Insurance and management fees that are expected to be paid during each calendar year would exceed the Expense Stop Amount. Beginning August 1, 2001 and at the beginning of each calendar year thereafter, Landlord may submit a statement setting forth Landlord’s reasonable estimates of such excess and Tenant’s Proportionate Share thereof. Tenant shall pay to Landlord on the first day of each month following receipt of such statement, until Tenant’s receipt of the succeeding annual statement, an amount equal to one-twelfth (1/12 ^th ) of such share.

          (b) “Real Property Taxes” shall mean: (i) any fee, license fee, license tax, business license fee, commercial rental tax, levy, charge, assessment, government charge or tax imposed by any taxing authority against the Building or land upon which the Building is located; (ii) any tax on the Landlord’s right to receive, or the receipt of, rent or income from the Building or against Landlord’s business of leasing the Building; (iii) any tax, or charge, or assessment, or any assessment for repayment of bonds for fire protection, streets, sidewalks, road maintenance, refuse or other services provided to the Building for any governmental agency; (iv) any charge or fee replacing any tax previously included within the definition of real property tax; and (v) any costs incurred by Landlord in contesting such Real Property Taxes, whether successful or not. Real Property Taxes does not, however, include Landlord’s federal, state or local income, franchise, inheritance or estate taxes. Tenant shall pay when due all taxes charged against trade fixtures, furnishings, equipment or any other personal property belonging to Tenant.

           3.6       Insurance . Landlord shall maintain such insurance on the Building as Landlord reasonably deems appropriate (“Insurance”).

           3.7       Verification of Operating Statement Upon request by Tenant, and at Tenant’s cost and expense, Landlord shall furnish Tenant such information as may be necessary for Tenant to verify the Common Expenses (as defined in Section 4.4), Real Property Taxes, Insurance or management fees, and shall cooperate with Tenant in verifying the operating statement. No decreases in Common Expenses shall reduce Tenant’s rent below the annual Base Rent set forth in Section 3.1 of this Lease.

          If Tenant does not agree with Landlord’s operating statement, then Tenant shall have the right, if written notice of the nature and extent of such disagreement is given to Landlord not later than thirty (30) days following receipt of such statement by Tenant, and the parties are unable to resolve such disagreement by negotiation, to cause an audit to be made, not later than ninety (90) days following receipt of Landlord’s statement of Landlord’s records concerning Common Expenses, Real Property Taxes, Insurance or management fees by an independent certified public accountant designated by Landlord from a list of not less than three (3) such accountants selected by Tenant, at the expense of Tenant unless such audit discloses an error in excess of ten percent (10%) in the computation of all such costs, in which event such audit shall be at the expense of Landlord. In no event shall the independent certified public accountant making the audit be compensated on a contingent-fee basis. The results of such audit shall be binding upon Landlord and Tenant. If Landlord receives no such notice within thirty (30) days following receipt of Landlord’s operating

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statement, then such statement shall be conclusively deemed to have been approved and accepted by Tenant. Pending resolution of any dispute with respect to such operating statement and Real Property Taxes, Tenant shall pay the sums shown as due on such operating statement, and if it shall be finally determined that any portion of such sums was not properly due, Landlord shall refund the appropriate sum to Tenant.

           3.8       Interest on Past Due Amounts . Any amount owed by Tenant to Landlord which is not paid when due shall bear interest at the rate of fifteen percent (15%) per annum from the due date of such amount, in addition to any late charges due under this Lease. If the interest rate specified in this Lease is higher than the rate permitted by law, the interest rate is hereby decreased to the maximum legal interest rate permitted by law.

           3.9       Expense Stop Amount . For purposes of this Lease, “Expense Stop Amount” shall be defined as Tenant’s Proportionate Share of the actual expense incurred for Real Property Taxes, insurance and management fees in the calendar year 2000.

ARTICLE IV - COMMON AREAS

           4.1       Common Areas . In this Lease, “Common Areas” shall mean all areas on the Property, which are available for the common use of tenants of the Property and which is not part of the Leased Premises or the premises of other tenants. Landlord may from time to time change the size, location, nature and use of any of the Common Areas. Tenant acknowledges that such activities may result in occasional inconvenience and such activities and changes shall be expressly permitted if they do not materially affect Tenant’s use of the Property.

           4.2       Use of Common Areas . Tenant shall have the nonexclusive right (in common with all others to whom Landlord has granted or may grant such rights) to use the Common Areas for the purposes intended, subject to such reasonable rules and regulations as Landlord may establish from time to time. Tenant shall abide by such rules and regulations and shall use its best effort to cause others who use the Common Areas with Tenant’s expressed or implied permission to abide by Landlord’s rules and regulations. Tenant shall not, at any time, interfere with the rights of Landlord, other tenants, or any other person entitled to use the Common Areas.

           4.3       Vehicle Parking . Tenant shall be entitled to use the vehicle parking spaces allocated to Tenant on the Property without paying any additional rent. Tenant’s parking shall not be reserved and shall be limited to 34 vehicles for Building III and 25 vehicles for Building IV no larger than standard size automobiles or pickup utility vehicles. Temporary parking of large delivery vehicles on the Property may be permitted by the rules and regulations established by Landlord. Vehicles shall be parked only in striped parking spaces and not in driveways, loading areas or other locations not specifically designated for parking

           4.4       Common Expenses . Landlord shall maintain the Common Areas in good order, condition and repair. In addition to the Base Rent, Tenant shall pay its pro rata share of monthly Common Expenses (as defined below) (the “Common Expense Fee”), and is subject to annual adjustment.

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          “Common Expenses” shall mean all costs incurred by Landlord in repairing, maintaining and operating the Building and the Common Areas (other than (i) expenses recoverable under Section 3.5(b) above and (ii) expenses incurred by Landlord in satisfying its obligations under Section 8.1 below). Common Expenses shall include, but are not limited to, the following: gardening and landscaping, electrical, water and sewer service, maintenance and repair associated with the Common Areas; maintenance, repair and replacement of signs; property damage, fire and other types of insurance on the Common Areas and worker’s compensation insurance; charges and assessments by the owners’ association, if any, for the Property; all personal property taxes and assessments levied on or attributable to personal property used in connection with the Common Areas, the Building or the Property; straight-line depreciation on personal property owned by Landlord and consumed or used in the operation or maintenance of the Common Areas; rental or lease payments paid by Landlord for rented or leased personal property used in the operation or maintenance of the Common Areas or the Building; fees for required licenses and permits; repairing, replacing, resurfacing, repaving, maintaining, painting, lighting, cleaning, refuse removal, security and similar items.

ARTICLE V - USE

           5.1       Use . Tenant shall use the Leased Premises for general office purposes, and for no other purpose without the prior written consent of Landlord. Tenant will not use or occupy the Leased Premises for any unlawful purpose, and will comply with all present and future laws, ordinances, regulations, and orders of the United States of America, the state in which the Leased Premises are located, and all other governmental units or agencies having jurisdiction over the Property and the Leased Premises. Tenant agrees to operate its business in the Leased Premises during the entire Term and to conduct its business in a reputable manner. Tenant shall not cause, maintain or permit any outside storage on or about the Leased Premises, shall not commit or suffer any waste upon the Leased Premises, or any nuisance or other act or thing which may disturb the quiet enjoyment of any other tenant in the Building. No use shall be made or permitted to be made of the Leased Premises, nor acts done, which will increase the existing rate of insurance upon the Building or cause the cancellation of any insurance policy covering the Building, or any part thereof. Tenant shall not sell, or permit to be kept, used, in or about the Leased Premises, any article, which may be prohibited by the standard form of fire insurance policy. Tenant shall, at its sole cost and expense, comply with any and all requirements, pertaining to the Leased Premises, of any insurance organization or company, necessary for the maintenance or reasonable fire and public liability insurance covering the Leased Premises, Building and appurtenances. Tenant shall restrict the number of employees, including temporary workers, permitted in the Leased Premises to no more than allowed by the prevailing building code at any given time. Tenant shall not place on any floor a load exceeding the floor load per square foot, which such floor was designed to carry. Landlord shall have the right to prescribe the weight, position and manner of installation of safes and other heavy equipment and fixtures.

           5.2       ADA . Tenant shall at its expense make any improvements or alterations to the Leased Premises and Landlord shall at its expense make any improvements or alterations to the Common Areas required to conform with the Americans With Disabilities Act of 1990 (“ADA”) and

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any other laws, ordinances, orders or regulations of any governmental body or authority presently required or hereinafter enacted (except to the extent such non-compliance is the result of modifications to the Leased Premises made by Tenant). Tenant represents and warrants that the use and occupancy of the Leased Premises as contemplated by this Lease comply or will comply fully with all such laws, ordinances, and other governmental requirements.

ARTICLE VI - SECURITY DEPOSIT

          As an additional inducement to enter into this Lease and as evidence of Tenant’s intention to comply with the terms and conditions of this Lease, Tenant has deposited with Landlord a deposit in the amount of $12,072.69 (“Security Deposit”). Landlord shall hold the Security Deposit as security for the performance by Tenant of Tenant’s covenants and obligations under this Lease. Tenant shall not be entitled to receive interest on the monies held as a Security Deposit. The Security Deposit shall not be considered an advance payment of Base Rent, Additional Rent or other charges provided for in this Lease, nor shall the Security Deposit serve as a measure of the damages which would be suffered by Landlord in the case of a default by Tenant. Landlord may, from time to time, without prejudice to any other remedy, use the Security Deposit to the extent necessary to make good any arrearages or nonpayment of Base Rent, Additional Rent or other charges provided for in this Lease, or to satisfy any obligation of Tenant hereunder. Following any such application of the Security Deposit, Tenant shall deposit with Landlord on demand the amount so applied in order to restore the Security Deposit to its original amount. If Tenant is not in default at the expiration of this Lease and if the Security Deposit has not been used as outlined above, then the balance of the Security Deposit shall be returned to Tenant within 60 days after the termination date. If Landlord transfers Landlord’s interest in the Leased Premises, Landlord may assign the Security Deposit to the transferee and thereafter have no further liability for the return of the Security Deposit. The Security Deposit shall not be assigned or encumbered by Tenant and any attempted assignment or encumbrance by Tenant (except in connection with a permitted assignment of this Lease) shall be void.

ARTICLE VII - OPERATIONS: UTILITIES: SERVICES

           7.1       Operation . Landlord shall operate the Building in accordance with standards customarily followed in the operation of comparable service center buildings in the St. Louis, Missouri area.

           7.2       Hours of Operation . Tenant shall have access to the Leased Premises 24 hours per day every day of the week.

           7.3       Utilities . Tenant agrees that it will pay all costs for gas, electric current and other utilities used or consumed upon or in connection with the Leased Premises during the term hereof and any renewals thereof, as and when charged for the same shall become due and payable.

           7.4       Interruption of Services . Landlord shall not be in default under this Lease and shall not be liable to Tenant for failure to provide services pursuant to this Article if failure to provide the services is caused by factors outside of Landlord’s control.

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           7.5      No Interference . Without Landlord’s prior review and written consent, Tenant shall not install or operate any electrical, internet, satellite, microwave, or other systems that will or may necessitate any changes, replacements or additions to, or changes in the use of, the water system, heating system, plumbing system, air-conditioning system or electrical system of the Leased Premises or the Building. Any changes, replacements or additions to those systems made necessary by Tenant’s installation or operation of any such utility systems shall be made at Tenant’s expense. Further, no such electrical, Internet, satellite, microwave, or other systems will interfere with any other tenant in the Building or with any other buildings on the Property.

ARTICLE VIII - REPAIRS AND MAINTENANCE

           8.1      Landlord’s Obligations . Landlord shall keep and maintain in good repair and working order and make all repairs to and perform necessary maintenance upon the structural components and elements, and electrical, plumbing and mechanical systems (including but not limited to sprinkler systems), of the Building and all parts and appurtenances, which are required in the normal maintenance and operation of the Building. The cost and expense of any maintenance or repair to the Building necessary due to the acts or omissions of Tenant or Tenant’s agents, employees, contractors, invitees, licenses or assignees, shall be reimbursed by Tenant to Landlord upon demand as Additional Rent. Landlord shall not be responsible for ADA compliance with respect to any improvements made to the Leased Premises by Tenant. Landlord shall not be liable for any damage or loss occasioned by Landlord’s failure to repair the Leased Premises unless it shall have failed to make such repair within a reasonable time following written notice from Tenant of the need for such repair.

           8.2      Tenant’s Obligations . Except as provided in Section 8.1, Tenant, at its sole cost and expense, shall keep and maintain in good repair and working order and make all repairs to and perform necessary maintenance within and upon the Leased Premises, including the Tenant’s improvements, and all parts and appurtenances thereof, which are required in the normal maintenance and operation of the Leased Premises.

          If Tenant fails to maintain and repair the Leased Premises, Landlord may, on ten (10) days prior notice (except that no notice shall be required in case of emergency) enter the Leased Premises and perform such repair and maintenance on behalf of Tenant. In such case, Tenant shall reimburse Landlord for all costs so incurred within thirty (30) days of receipt from Landlord of a written invoice therefor.

ARTICLE IX - ALTERATIONS: TENANT’S PROPERTY

           9.1      Alterations by Tenant . Tenant shall make no alterations, additions, replacements or improvements to the Leased Premises without the express written consent of Landlord, which consent, which consent is hereby deemed to be given in connection with the work to be performed by Tenant as contemplated in Exhibit “F” attached hereto. Landlord may require Tenant to provide demolition and/or lien and completion bonds in form and amount satisfactory to Tenant. All alterations, additions or improvements to the Leased Premises made by Tenant will be accomplished

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in a good and workmanlike manner, in conformity with all applicable laws and regulations, by a contractor approved by Landlord, and shall become the property of the Landlord at the expiration of the Term of this Lease. Landlord reserves the right to notify Tenant at the time Landlord approves any work that Landlord will require Tenant to remove any alteration, improvement or addition made to the Leased Premises by Tenant, and to repair and restore the Leased Premises to a condition substantially equivalent to the condition of the Leased Premises prior to any such alteration, addition or improvement. Tenant shall give Landlord at least ten (10) days’ prior written notice of the commencement of any work on the Leased Premises. Landlord may elect to record and post notices of non-responsibility on the Leased Premises.

           9.2      Contractors’ Insurance Requirements . In the event Landlord gives its approval to Tenant pursuant to Section 9.1, Tenant shall require any third party vendor or contractor performing work on the Leased Premises to carry and maintain at no expense to Landlord: (a) Commercial General Liability Insurance with a combined single limit of $1,000,000 bodily injury and property damage per occurrence; (b) Auto Liability insurance with a combined single limit of $1,000,000; and (c) Workers’ Compensation insurance in accordance with applicable state law and Employer’s Liability insurance with limits of not less than $100,000/$100,000/$500,000. Tenant shall obtain a Certificate of Insurance prior to commencement of work and Landlord and Tenant are to be additional insureds as respects the liability coverages.

           9.3      Tenant’s Property . Provided Tenant is not in default under the terms of this Lease, Tenant, at its expense and at any time and from time to time, may install in and remove from the Leased Premises its trade fixtures, equipment, removable walls and wall systems, furniture and furnishings, provided such installation or removal is accomplished without damage to the Leased Premises or the Building and the installation does not unreasonably interfere with the other tenants and their guests use of the Building. On or prior to the termination date, Tenant shall remove all of Tenant’s property from the Leased Premises and repair any damage to the Leased Premises caused by such removal. All property of Tenant remaining on the Leased Premises after the expiration of the Term of this Lease shall be deemed to have been abandoned and may be removed by Landlord.

ARTICLE X - HAZARDOUS MATERIALS

           10.1      Use of Hazardous Materials

           10.1(a) Tenant’s Obligations and Liabilities : Tenant shall not cause or permit any Hazardous Material as defined in Section 10.1(b) to be brought upon, kept or used in or about the Leased Premises by Tenant, its agents, employees, contractors, or invitees. If Tenant’s use of Hazardous Material results in damage to the Leased Premises, the Property or Landlord, the Tenant shall indemnify, defend and hold Landlord harmless from any and all claims, judgments, damages, penalties, fines, costs or liabilities (including, without limitation, diminution in value of the Leased Premises, damages for the loss of restriction on use of rentable or usable space or of any amenity of the Leased Premises, damages arising from any adverse impact on marketing of space, and sum paid in settlement of claims, attorneys’ fees, consultant fees and expert fees) which arise during or after the lease Term as a result of such contamination. This indemnification of Landlord by Tenant, includes, without limitation, costs incurred in connection with any investigations of site conditions

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or any clean-up, remedial, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Hazardous Material present in the soil or ground water on or under the Leased Premises resulting from Tenant’s activities. Without limiting the foregoing, if the presence of Hazardous Material on the Leased Premises caused by Tenant results in any contamination of the Leased Premises, Tenant shall promptly take all actions at its sole expense as are necessary to return the Leased Premises to the conditions existing prior to the introduction of any such Hazardous Material in the Leased Premises, provided that Landlord’s approval of such actions shall first be obtained, which approval shall not be unreasonably withheld so long as such actions would not potentially have any material adverse long-term or short-term effect on the Leased Premises. The foregoing indemnity shall survive the expiration or earlier termination of this Lease.

           10.1(b) Definition : As used herein, the term “Hazardous Material” means any hazardous or toxic substance, material or waste, including, but not limited to those substances, materials and wastes listed in the United States Department of Transportation Hazardous Materials Table (49 CFR 172.101) or by the Environmental Protection Agency as hazardous substances (40 CFR Part 261) and amendments thereto, or such substances, materials and wastes that are or become regulated under any applicable local, state or federal law.

           10.1(c) Inspection : Landlord and its property manager or agents shall have the right, but not the duty, to inspect the Leased Premises at any time to determine whether Tenant is complying with the terms of this Lease. If Tenant is not in compliance with this Lease, Landlord shall have the right to immediately enter upon the Leased Premises to remedy any contamination caused by Tenant’s failure to comply, notwithstanding any other provisions of this Lease. Landlord shall use its best efforts to minimize interference with Tenant’s business but shall not be liable for interference caused thereby.

           10.1(d) Default : Any default under this Paragraph shall be a material default-enabling Landlord to exercise any of the remedies set forth in this Lease.

ARTICLE XI - ASSIGNMENT AND SUBLETTING

          Tenant shall not assign, transfer or encumber this Lease or any part hereof and shall not sublet, grant licenses or concessions, nor allow a