LEASE{PRIVATE]

 

*execution version*

                                      LEASE{PRIVATE]

 

 

         1. PARTIES. This Lease ("Lease"), dated, for reference purposes only,

April 11, 2001, is made by and between New Frontier Media, Inc., a Colorado

corporation (herein called "Tenant") and Northview Properties, LLC, a Colorado

limited liability company (herein called "Landlord").

 

         2.        PREMISES. Landlord does hereby lease to Tenant and Tenant

                  hereby leases from Landlord that certain office space (herein

                  called "Premises") indicated on Exhibit A attached hereto and

                  by reference thereto made a part hereof, said Premises being

                  agreed, for the purposes of this Lease, to have an area of

                   approximately 18,305 square feet (including a pro rata share

                  of the common areas in the Building) and being situated on the

                  SECOND (2nd) FLOOR of that certain building known as the

                  NORTHVIEW BUILDING ("Building"), 7007 Winchester Circle,

                  Boulder, Colorado 80301. The land on which is the Building is

                  located is legally described as Lot 2, Gunbarrel Technical

                  Center, Replat, County of Boulder, State of Colorado. The

                  Building, certain Common Facilities and the land on which the

                  Building is located are depicted on the site plan which is

                  attached to this Lease as Exhibit A-1 ("Site Plan"). Said

                   Lease is subject to the terms, covenants and conditions herein

                  set forth and the parties covenant as a material part of the

                  consideration for this Lease to keep and perform each and all

                  of said terms, covenants and conditions by it to be kept and

                  performed and that this Lease is made upon the condition of

                  said performance.

 

         3. TERM. The term of this Lease shall be for ten (10) years, four (4)

months. This Lease shall commence on the earlier of the following dates

("Commencement Date"): (i) the date the Tenant opens a substantial portion of

the Premises for the operation of the Tenant's business; or (ii) Ninetieth

(90th) day following Tenant's receipt of a building permit allowing it to begin

the Tenant Improvements, and shall end on the One hundred twenty fourth (124th )

month anniversary of the Commencement Date (i.e. ten years and four months after

the Commencement Date), unless sooner terminated in accordance with the

provisions of this Lease; provided, however, that if the Commencement Date is

not the first day of a calendar month, then the Lease term shall be increased by

the number of days between the Commencement Date and the first day of the first

complete calendar month in the Lease term. After the Commencement Date, at the

request of either party, the parties shall promptly execute and deliver a letter

agreement setting forth the Commencement Date and the date the Lease term will

expire. If Tenant has not received its building permit allowing it to begin the

Tenant Improvements on or before the date that is Ninety (90) days following the

date of execution of this Lease, then at any time thereafter but prior to

issuance of such building permit, Landlord shall have the right to, upon written

notice to Tenant, terminate this Lease.

 

         4.        POSSESSION.

 

                  Landlord shall deliver possession of the Premises to Tenant,

in order to commence with preparations for completion of the Tenant

Improvements, within ten (10) days of execution of this Lease, with such

possession being subject to the terms of this Lease. Subject to the agreement of

Landlord and Tenant on the final Plans as set forth in Section 32(b) hereof,

Tenant agrees to submit a complete application for a building permit to the

appropriate authorities within thirty (30) days of execution of this Lease, and

agrees that Tenant's obligation to pay rent shall commence upon the date the

Lease term commences.

 

         5.        RENT.

 

                  a. Tenant agrees to pay to Landlord as basic rental, without

prior notice or demand, the sum of twenty-two thousand four hundred ninety nine

AND 90/100 Dollars ($22,499.90), on or before the first day of the first full

calendar month of the term hereof and a like sum on or before the first day of

each and every successive calendar month thereafter during the term hereof,

except that the one month's rent shall be paid upon the execution hereof. Rent

for any period during the term hereof which is for less than one (1) month shall

be a per diem prorated portion of the monthly installment herein, based upon the

actual number of days in the month. Said rental shall be paid to Landlord,

without deduction or offset (except as otherwise authorized in this Lease) in

lawful money of the United States of America, which shall be legal tender at the

time of payment at 3434 47th Street #220, Boulder, Colorado 80301, or to such

other person or at such other place as Landlord may from time to time designate

in writing. However, basic rental excluding amortized tenant finish for months

one (1), two (2), three (3), and thirteen (13) shall be abated during the

primary term of the Lease.

 

 

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                   b.        On not less than 15 days prior notice, effective as

                           of the first day of the month following the end of a

                           Lease year Landlord may increase the basic rental

                           payable for the subsequent twelve (12) month period.

                           The increase shall be a fixed four percent (4.0%)

                           escalation per annum.

 

                  c. Notwithstanding any provision contained herein, the basic

monthly rental due under the terms hereof shall at no time be less than

twenty-two thousand four hundred ninety nine AND 90/100 Dollars ($22,499.90).

 

         6. SECURITY DEPOSIT. Tenant has deposited with Landlord, upon the

execution of this Lease, the sum of twenty-eight thousand three-hundred two AND

08/100 Dollars ($28,302.08) by check payable to the direct order of the

Landlord. Subject to the terms contained in this Section 6, Landlord also

requires a letter of credit in the amount of seventy-five thousand And 00/100

Dollars ($75,000.00) ("Letter of Credit"). Said sum shall be held by Landlord as

security for the faithful performance by Tenant of all the terms, covenants, and

conditions of this Lease to be kept and performed by Tenant during the term

hereof. If Tenant defaults with respect to any provision of this Lease,

including, but not limited to the provisions relating to the payment of Rent,

Landlord may (but shall not be required to) use, apply or retain all or any part

of this security deposit for the payment of any Rent or any other sum in

default, or for the payment of any amount which Landlord may spend or become

obligated to spend by reason of Tenant's default, or to compensate Landlord for

any other loss or damage which Landlord may suffer by reason of Tenant's

default. If any portion of said deposit is so used or applied, Tenant shall

within five (5) days after written demand therefor, deposit cash with Landlord

in an amount sufficient to restore the security deposit to its original amount

and Tenant's failure to do so shall be a material breach of this Lease. Landlord

shall not be required to keep this security deposit separate from its general

funds, and Tenant shall not be entitled to interest on such deposit. If Tenant

shall fully and faithfully perform every provision of this Lease to be performed

by it, the security deposit or any balance thereof shall be returned to Tenant

(or at Landlord's option, to the last assignee of Tenant's interest hereunder)

at the expiration or earlier termination of the Lease term. In the event of

termination of Landlord's interest in this Lease, Landlord shall transfer said

deposit to Landlord's successor in interest. The Letter of Credit shall be

reduced by one-half (or replaced by a Letter of Credit in the amount of

$37,500.00) at the end of the 24th month of the primary lease term and

eliminated entirely at the end of the 48th month of the primary lease term.

Despite the foregoing, if the money judgment entered against the Tenant in the

case filed in Boulder District Court, by J.P. Lipson (Case No. 99CV30), is

vacated by the trial court or on appeal, or on remand, the amount of the money

judgment is reduced to $2,500,000.00 or less by the trial court, or the judgment

is satisfied; then the Letter of Credit shall immediately be eliminated

entirely, provided, however, that if said judgement is subsequently reinstated

or increased to $2,500,000.00 or more for any reason whatsoever, then Tenant's

obligation to provide said Letter of Credit shall be automatically reinstated

and such Letter of Credit shall be delivered to Landlord within fifteen (15)

days of such reinstatement or increase. So long as Tenant is required to

maintain the Letter of Credit, the Letter of Credit shall be replaced at least

30 days prior to the expiration of the then current Letter of Credit.

 

         7. OPERATING EXPENSES. For the purposes of this Section, operating

expenses means all reasonable and necessary costs and expenses , paid or

incurred by Landlord in operating, managing, repairing, maintaining and

administering the building in a cost-effective manner, and on competitive terms

including, without limitation or duplication:

 

                  a. The cost of all insurance required to be kept by Landlord

pursuant to this Lease and any other insurance reasonably customarily procured

for other commercial buildings in the same geographical area as the Building and

which Landlord may reasonably elect to obtain with respect to the operation or

ownership of the Property and the part of any claim required to be paid under

the reasonable deductible portion of any insurance policies carried by Landlord

in connection with the Property (which deductible shall not exceed $20,000.00).

 

 

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                   b. The cost of reasonable and necessary general repairs,

maintenance and replacements, excluding capital expenditures, made from time to

time by Landlord to the Property, including costs under mechanical or other

maintenance contracts and repairs and replacements of equipment used solely in

connection with the Building and associated with such maintenance and repair

work.

 

                  c. The cost of pest control, security, cleaning and snow and

ice removal services.

 

                  d. The cost of maintaining, repairing, redecorating,

renovating, replacement of floor coverings of the Building's common areas, and

landscaping the Common Facilities, excluding capital expenditures, and of

maintaining and operating any fire detection, fire prevention, lighting and

communications systems, provided, however, that the cost of any such

redecorating and/or renovating shall not exceed one hundred twenty percent

(120%) of the cost of the initial decorating or improvement of the portion of

the common area(s) being redecorated or renovated, as the case may be.

Redecorating, renovating and replacement of floor coverings of common areas

shall be charged to operating expenses as provided in Subsection i. of this

Section. "Common Facilities" shall mean the areas of the Building and the lot or

other parcel on which the Building is located which are built for the common use

of the Building's occupants and are available for the common use of the

Building's occupants, including by way of example only: Building lobby,

elevators, common hallways, walkways and parking areas.

 

                  e. The cost of all utilities (including, without limitation,

water, sewer, gas and electricity) used or consumed in the common areas or

supplied to all tenants.

 

                  f. The cost of providing heating, ventilating and cooling to

the interior portions of the Building.

 

                  g. Remuneration (including wages; fringe benefits;, costs to

Landlord of workmen's compensation and disability insurance and payroll taxes)

and fees of persons and companies to the extent directly engaged in operating,

repairing, maintaining, or administering the Property. To the extent that any

individual does not work full-time at the Building, Landlord shall maintain

complete and accurate timesheets for each person and each company for whom

remuneration is to be paid pursuant to this Section.

 

                  h. The cost of professional property management fees, not to

exceed 6% of all of the basic rents paid by all of the tenants in the Building,

and costs incurred by Landlord or its agents in engaging accountants or other

consultants to assist in making the computations required hereunder.

 

                  i. The cost of capital improvements and structural repairs and

replacements made in, on or to the Property that are [i] made in order to

conform to changes subsequent to the Commencement Date in any applicable laws,

ordinances, rules, regulations or orders of any governmental or

quasi-governmental authority having jurisdiction over the Property, or [ii]

designed primarily to reduce Operating Expenses or the rate of increase in

Operating Expense, and such expenses shall be included only to the extent of the

savings realized, or [iii] redecoration, renovating and replacement of floor

coverings (so long as Landlord is in compliance with the requirements of

Subsection (d), above). To the extent that this Subsection (i) authorizes

Landlord to include capital expenditures in Operating Expenses, such costs shall

be charged by Landlord to Operating Expense in equal annual installments over

the useful life of such capital improvement or structural repair or replacement

as determined by generally accepted accounting principles consistently applied

together with interest on the balance of the unreimbursed cost at 2% above the

Prime Rate charged by Bank One, Colorado, N.A. in Boulder on the date the cost

was incurred by Landlord.

 

                  j. Real property taxes and assessments (collectively "Real

Estate Taxes"), gross receipts, taxes (whether assessed against the Landlord or

assessed against the Tenant and collected by the Landlord, or both). Tenant

shall not be responsible to pay any fines, late charges or penalties assessed

against Landlord as a result of Landlord's failure to timely pay such taxes and

assessments. Assessments which may be paid in installments shall be paid over

the maximum period of time permitted by law and only those installments which

are payable for the Lease term shall be included in Operating Expenses.

Assessments levied in connection with any governmental approvals of the

Building, the lot or subdivision in which the Building is situated, or with the

consent of the Landlord, or at the behest of the Landlord, shall not be included

within Operating Expenses.

 

 

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                  k. Other costs and expenses, including supplies, not otherwise

expressly excluded hereunder attributable to the operation, repair and

maintenance of the Property.

 

                  l. A reserve for replacement of heating, ventilating and

air-conditioning equipment, replacement of the roof, and parking lot at a rate

of fifty cents ($.50) per net rentable square foot per annum.

 

                  Operating Expenses shall not, however, include the following:

 

                  m. Any charge for depreciation of the Building or equipment

and any principal, interest or other finance charge, or any rent or lease

payments except any for any equipment temporarily required during any emergency

or breakdown.

 

                  n. The cost of any work, including painting, decorating and

work in the nature of tenant finish, which Landlord performs in any Rentable

Premises other than work which Landlord performs whenever required.

 

                  o. The cost of repairs, replacements or other work occasioned

by (i) casualty or (ii) defects in construction or equipment.

 

                  p. Expenditures required to be capitalized for federal income

tax purposes (except as provided in Section 7, Subsections d. and i.).

 

                  q. Leasing commissions, advertising expenses, attorneys' fees,

tenant improvement allowances and other costs incurred in leasing space in the

Building except as otherwise expressly provided in this Lease.

 

                  r. The cost of repairing or rebuilding necessitated by

condemnation.

 

                  s. The cost of any damage to the Property or any settlement,

payment or judgment incurred by Landlord, resulting from Landlord's tortious

act, neglect or breach of this Lease that is not covered by insurance proceeds.

 

                  t. Costs (including, without limitation, attorneys fees)

incurred by Landlord in attempting to collect rent or evict tenants (other than

Tenant) from the Building.

 

                  u. Costs, including, without limitation, any penalties, fines

and legal expenses incurred by Landlord or any other tenant in the Building as a

result of a violation of any federal, state or local law, code or regulation.

 

                  v. Costs of land acquisition; expenses incurred on behalf of

any individual tenant; costs resulting from the act, neglect, fault or omission

of Landlord, legal, auditing, accounting or consulting fees except to the extent

related to the operation, maintenance, repair and replacement of the Building;

administrative fees except for the management fee specifically authorized above;

repairs or replacements covered or required to be covered by the insurance

Landlord is required to maintain or which Landlord does maintain; registration

fees, travel fees and other expenses incurred by Landlord's employees and agents

not directly related to the operation, maintenance, repair and replacement of

the Building; costs and expenses related to any art or other aesthetic amenity

hereafter acquired which exceed ten cents ($0.10) per square foot per year

(provided that with respect to costs and expenses which are included as an

Operating Expense for Tenant, the Tenant's responsibility for payment of such

costs and expenses shall be contingent upon Tenant's approval of such art or

aesthetic amenity which approval shall not be unreasonably withheld, delayed or

conditioned); advertising, promotional, or membership costs, fees or dues; costs

and expenses related to hazardous materials, hazardous substances or

contamination (provided, however, that up to ten cents ($0.10) per square foot

per year for hazardous materials monitoring expenses shall be included as

Operating Expenses); costs and expenses incurred in connection with the initial

construction or design of the Building, any expansion of the Building, or the

construction of additional buildings, structures or improvements on any part of

the land on which the Building is located or any adjacent land; any amounts paid

to persons or entities related to Landlord or any of its principals or

affiliates in excess of the fair market value of services or materials provided

in exchange therefore; costs and expenses incurred in advertising or promoting

the Building or any other property for any purpose, including (without

limitation) sale of the Building, or incurred with respect to tenants; rental or

other expenses incurred in leasing air conditioning systems, elevators or other

items typically purchased and affixed to the Building in connection with the

ownership and management of a commercial office building, except for temporary

equipment during emergencies or breakdowns; costs and expenses incurred with

respect to any real estate other than the Building and Common Facilities;

 

 

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                  During the Term of this lease (and any renewal term hereunder)

during which the Building is less than 100% leased, then Tenant shall pay

53.3347% of Operating Expenses paid or incurred by the Landlord for the

operation or maintenance of the Building of which the Premises are a part,

except for the cost of utilities for the Building (referred to herein as

"Utilities Costs"). This percentage is calculated as Tenant's pro-rata share of

such Operating Expenses based upon the assumption of a 95% occupancy rate and a

total net rentable area of 36,127 square feet. During any period of time in

which the Building is less than 100% leased, then Tenant shall, in addition to

paying the percentage of Operating Expenses for the Building set forth above,

pay its pro rata share (which shall be calculated by dividing the number of

square feet leased by Tenant pursuant to this Lease by the total number of

leased square feet leased by all tenants in the Building at such time) of

Utilities Costs, provided, however, that during any such time, Landlord agrees

to pay its proportionate share of costs associated with utility usage in: (i)

unleased office space in the Building which are not attributable to Tenant or

another tenant in physical occupancy in the Building, e.g. utilities costs

associated with construction activities in an unleased portion of the Building

or (ii) construction activities in any portion of the Building leased but which

has not been physically occupied by the tenant under the applicable lease.

Notwithstanding the foregoing, during any time that the Building is 100% leased,

then the Tenant's pro rata share shall be 50.6885% of all Operating Expenses

paid or incurred by the Landlord for the operation and maintenance of the

Building of which the Premises are a part. If the Building or the total net

rentable area is changed, Tenant's pro rata share of the Operating Expenses

shall be adjusted proportionately. Upon commencement of this Lease, Landlord

shall give Tenant a statement of the amount of Operating Expenses payable by

Tenant with each payment of rent, which shall be based upon a best estimate of

such expenses if no record of actual expenses for the prior year are available.

Landlord shall give to Tenant on or before the first day of March of each year

thereafter an itemized statement of the prior year's Operating Expenses payable

by Tenant hereunder and advise Tenant of any increase in Operating Expenses, but

failure by Landlord to give such statement by said date shall not constitute a

waiver by Landlord of its right to require an increase in Operating Expenses.

The total amount of actual Operating Expenses for the prior year shall be used

as an estimate for current year and this amount shall be divided into twelve

(12) equal monthly installments, and Tenant shall pay to Landlord, concurrently

with the regular monthly rent payment next due following 20 days after the

Tenant's receipt of such statement, an amount equal to one (1) monthly

installment multiplied by the number of months from January in the calendar year

in which said statement is submitted to the month of such payment, less the

aggregate amount of all installments previously paid by Tenant with respect to

Operating Expenses for such calendar year and any overpayment made by Tenant

with respect to the previous calendar year. Subsequent installments shall be

payable concurrently with the regular monthly rent payments for the balance of

that calendar year and shall continue until the next year's statement is

rendered. If actual Operating Expenses are more or less than estimated, then not

less than 20 days after receipt of a statement from Landlord, Tenant shall pay a

lump sum equal to such total increase with the next regular monthly rent payment

or receive a credit against said rent payment. Tenant or its representative

shall have the right to inspect, copy and audit Landlord's books and records

relating to the Operating Expenses during normal business hours. If any

inspection or audit discloses that Tenant has overpaid its pro rata share of

Operating Expenses for any calendar year, Landlord shall refund the overpayment

within 20 days after Landlord has been given notice of the overpayment and a

copy of the inspection or audit report. If the Landlord requested that Tenant

pay more than 105.00% of the Tenant's actual pro rata share of Operating

Expenses for any calendar year, Landlord shall reimburse the Tenant for all

reasonable costs and expenses incurred in connection with the inspection or

audit of Landlord's books and records. Landlord shall maintain accurate and

complete books and records of all Operating Expenses, in accordance with

generally accepted accounting principles consistently applied.

 

 

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                  Even though the term has expired and Tenant has vacated the

Premises, when the final determination is made of Tenant's share of Operating

Expenses for the year in which this Lease terminates, Tenant shall immediately

pay any increase due over the estimated expenses paid and, conversely, any

overpayment made in the event said expenses decrease shall be immediately

rebated by Landlord to Tenant.

 

         8. USE. Tenant shall use the Premises for administrative offices, and

related storage and shall not use or permit the Premises to be used for any

other purpose without the prior written consent of Landlord, which shall not be

unreasonably withheld, delayed or conditioned.

 

                  Tenant shall not do or permit anything to be done in or about

the Premises nor bring or keep anything therein which will in any way increase

the existing rate or affect any fire or other insurance upon the Building or any

of its contents, or cause cancellation of any insurance policy covering said

Building or any part thereof or any of its contents. Landlord represents and

warrants that the Tenant's use of the Premises in accordance with this Lease

shall not result in any breach of Tenant's obligations under the preceding

sentence. Tenant shall not do or permit anything to be done in or about the

Premises which will, in any material way, obstruct or interfere with the rights

of other tenants or occupants of the Building or injure or unreasonably annoy

them or use or allow the Premises to be used for any improper or unlawful

purpose, nor shall Tenant cause, maintain or permit any nuisance in, on or about

the Premises. Landlord acknowledges that Tenant, its subsidiaries and affiliates

are engaged in the promotion, offering, distribution and sale of adult

entertainment and goods, which some reasonable people might find objectionable

or morally reprehensible, and so long as Tenant's business is conducted and

maintained within the confines of the Premises, this Lease authorizes the use of

the Premises for such purposes, provided, however, that Tenant agrees to use its

diligent efforts to prevent any adult entertainment items or materials which may

tend to offend or annoy reasonable persons from being readliy visible to persons

passing outside of the Premises (i.e. through a window or open door). Tenant

shall not commit or suffer to be committed any waste in or upon the Premises.

 

         9. COMPLIANCE WITH LAW. Tenant shall not use the Premises or permit

anything to be done in or about the Premises which will violate any applicable

law, statute, ordinance or governmental rule or regulation now in force or which

may hereafter be enacted or promulgated. Tenant shall, at its sole cost and

expense, promptly comply with all laws, statutes, ordinances and governmental

rules, regulations or requirements now in force or which may hereafter be in

force, and with the requirements of any board of fire insurance underwriters or

other similar bodies now or hereafter constituted, relating to, or affecting the

condition, use or occupancy of the Premises, excluding the structural or system

(eg. sprinkler, fire alarm) changes: (i) not required as a result of any

Tenant's improvements or Tenant's specific use or method of operation and/or

(ii) which would be required of an office in the Building generally. A judgment

against Tenant, whether the Landlord be a party thereto or not, that Tenant has

violated any law, statute, ordinance or governmental rule, regulation or

requirement, shall be conclusive of that fact as between the Landlord and

Tenant.

 

         10. ALTERATIONS AND ADDITIONS. During any 180 day period during the

Term of this Lease, Tenant may make up to Five thousand dollars ($5,000) in

non-structural alterations, additions or improvements to the Premises without

Landlord's consent. Except as specifically permitted in the preceding sentence,

Tenant shall not make or suffer to be made any alterations, additions or

improvements to or of the Premises or any part thereof without the written

consent of Landlord first had and obtained, which will not be unreasonably

withheld, conditioned or delayed. Any alterations, additions or improvements to

or of said Premises, including, but not limited to, wall covering, paneling and

built-in cabinet work, but excepting movable furniture and trade fixtures,

shall, on the expiration of the term, become a part of the realty and belong to

the Landlord and shall be surrendered with the Premises. In the event Landlord

consents to the making of any alterations, additions or improvements to the

Premises by Tenant, the same shall be made by Tenant at Tenant's sole cost and

expense, and any contractor or person selected by Tenant to make the same, must

first be approved of in writing by the Landlord, which will not be unreasonably

withheld, conditioned or delayed. Upon the expiration or earlier termination of

the term hereof, Tenant shall, upon the written demand by the Landlord, at

Tenant's sole cost and expense, forthwith and with all due diligence, remove any

alterations, additions, or improvements which have been made by the Tenant and

which are designated by the Landlord to be removed, and repair any damage to the

Premises caused by such removal. Additionally, Landlord may elect to have Tenant

remove such alterations, additions and improvements as may be required to

restore Tenant's Premises to a condition suitable for multi-tenant occupancy

(referred to herein as "Common Core Restoration"). If Landlord, in its

discretion, elects to complete such Common Core Restoration, then Tenant shall

be responsible for the cost of the Common Core Restoration up to $17,500.00. In

other words, Tenant shall be responsible for the cost of removal and repair

related to any alterations, additions, or improvements which have been made by

Tenant and which are designated by Landlord to be removed , except that Tenant's

responsibility for payment of costs related to the Common Core Restoration shall

be limited to the lesser of (a) the cost of the Common Core Restoration; or (b)

$17,500.00. Landlord shall give Tenant notice on or before the expiration or

termination of this Lease of its decision to complete the Common Core

Restoration. Tenant shall also be responsible for the removal of any

telecommunications and data cabling as requested by Landlord. Landlord and

Tenant agree to perform a walk-through of the Premises not less than thirty (30)

days prior to the expiration of the term hereof (or within a reasonable time

prior to Tenant's vacancy of the Premises if this Lease is otherwise terminated

prior to the expiration of the term) for the purpose of determining what

alterations, additions and improvements (and telecommunications and data

cabling) which have been made or installed by The Tenant shall be removed upon

expiration or early termination of the term of this Lease.

 

 

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         11. REPAIRS.

 

                  a. By taking possession of the Premises, Tenant shall be

deemed to have accepted the Premises as being in good, sanitary order, condition

and repair (subject to Tenant's rights set forth in Section 32(d)). Tenant

shall, at Tenant's sole cost and expense, keep the interior of Premises and

every part thereof in good condition and repair, except for: (i) any structural

maintenance, repair or replacement; (ii) any portion of any system (eg. HVAC)

serving any premises in addition to or other than the Premises; (iii) any

portion of any system located within exterior walls or slabs (except to the

extent that such systems were installed by Tenant); (iv) damage thereto from

causes beyond the reasonable control of Tenant; (v) damages from any casualty

which Landlord is required to insure against or which Landlord does insure

against; (vi) ordinary wear and tear; and (vii) any janitorial or pest control

services which Landlord is obligated to provide. Tenant shall, upon the

expiration or sooner termination of this Lease hereof, surrender the Premises

which Tenant is obligated to maintain and repair, to the Landlord in good

condition, except for: (i) any janitorial or pest control services which

Landlord is obligated to provide; (ii) ordinary wear and tear; (iii) damage from

causes beyond the reasonable control of Tenant; and (iv) damages from any

casualty which Landlord is required to insure against or which Landlord does

insure against excepted. Except as specifically provided in an addendum, if any,

to this Lease, Landlord shall have no obligation whatsoever to alter, remodel,

improve, decorate or paint the Premises or any part thereof, and the parties

hereto affirm that Landlord has made no representations to Tenant respecting the

condition of the Premises or the Building except as specifically herein set

forth.

 

                  b. Landlord shall cause the Building and the Common Facilities

to be operated, maintained, repaired and replaced in first class condition.

Landlord shall repair, replace and maintain the structural portions of the

Building, including the roof, plumbing, air conditioning, heating, and

electrical and sprinkler systems installed or furnished by Landlord, and all

portion of the Building and the Premises which Tenant is not obligated to

maintain and repair, except to the extent that such maintenance and repairs are:

(i) caused by the breach of the Tenant's obligations under this Lease or the

act, neglect, fault or omission of any duty by the Tenant, its agents, servants,

employees or invitees; and (ii) are not covered by any insurance which Landlord

is required to maintain or by any insurance which Landlord does maintain, in

which case Tenant shall pay to Landlord the reasonable cost of such maintenance

and repairs. The cost of all such repairs borne by the Landlord shall be

included in Operating Expenses to the extent provided in Section 7 hereof.

Landlord shall not be liable for any failure to make any such repairs or to

perform any maintenance unless such failure shall persist for an unreasonable

period of time (Landlord must complete such maintenance or repairs prior to the

expiration of the applicable grace period. If, for any reason, Landlord is

unable to complete such maintenance or repairs within the applicable grace

period, then Landlord shall notify Tenant in writing of such situation prior to

the expiration of the applicable grace period) after the date Landlord has been

given notice of the need for such repairs or maintenance. Except as specifically

authorized by this Lease,, there shall be no abatement of Rent and no liability

of Landlord by reason of any injury to or interference with Tenant's business

arising from the making of any repairs, alterations or improvements in or to any

portion of the Building or the Premises or in or to fixtures, appurtenances and

equipment therein. In the event of an actual or apparent emergency, or

Landlord's breach of any of Landlord's maintenance, repair or replacement

obligations which is not cured within any applicable grace period, Tenant shall

have the right but not the obligation to make any repairs or replacements and

perform any maintenance at Landlord's expense and present an invoice for the

actual cost of such repairs or replacements to Landlord, which sum shall be

remitted within twenty (20) days of receipt of such invoice. Subject to

Landlord's right to contest said invoice in good faith, if Tenant is not paid in

full within 20 days after Landlord is invoiced, then the Tenant shall have the

right to offset the amount invoiced against the rent and any other charges

payable under this Lease (collectively "Rent") until Tenant is reimbursed in

full. For the purposes of this Lease an actual or apparent emergency means

circumstances in which or in which it appears that unless immediate action is

taken, there will be significant damage to property or significant interference

with the Tenant's authorized use of the Premises, Building or Common Facilities,

or any risk of injury to person.

 

 

                                        7

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         12. LIENS. Tenant shall keep the Premises and the property in which the

Premises are situated free from any liens arising out of any work performed,

materials furnished or obligations incurred by Tenant. In the event that Tenant

elects to complete improvements, additions or alterations to the Premises, the

estimated cost of which exceeds Fifty Thousand Dollars ($50,000), then Landlord

may require, at Landlord's sole option, that Tenant shall provide to Landlord,

at Tenant's sole cost and expense, a lien and completion bond or other security

reasonably acceptable to Landlord in an amount equal to one and one-half (1-1/2)

times any and all estimated cost of improvements, additions, or alterations to

be made by the Tenant in the Premises, to insure Landlord against any liability

for mechanics' and materialmen's liens and to insure completion of the work.

 

         13. ASSIGNMENT AND SUBLETTING. Except as expressly provided below,

Tenant shall not either voluntarily or by operation of law, assign, transfer,

mortgage, pledge, hypothecate or encumber this Lease or any interest therein,

and shall not sublet the said Premises or any part thereof, or any right or

privilege appurtenant thereto, or suffer any other person (the employees,

agents, servants and invitees of Tenant excepted) to occupy or use the said

Premises, or any portion thereof, without the written consent of Landlord first

had and obtained, which consent shall not be unreasonably withheld, conditioned

or delayed, and a consent to one assignment, subletting, occupation or use by

any other person shall not be deemed to be a consent to any subsequent

assignment, subletting, occupation or use by another person. Any such assignment

or subletting without such consent shall be void, and shall, at the option of

the Landlord, constitute a default under this Lease. Tenant may, upon written

notice to Landlord, but without the consent of Landlord, (i) transfer (by

assignment or sublease, in whole or in part) this Lease to any parent or

affiliate of Tenant or to a wholly owned subsidiary of Tenant, or (ii) transfer

(by assignment or sublease, in whole or in part) this Lease to any person or

entity acquiring, by asset or stock purchase, merger, consolidation,

reorganization or liquidation, all or substantially all of Tenant's assets or

voting stock, provided that such person or entity assumes in writing the

obligations of Tenant under this Lease.

 

                  50.00 percent (50.00%) of any rent or other consideration

realized by Tenant under any such assignment, subletting or occupancy in excess

of the Basic Rental and other sums payable hereunder, after amortization of the

reasonable costs incurred by Tenant for leasing commissions, leasehold

improvements and other expenses in connection with such assignment, subletting

or occupancy, at the time incurred over the term of such assignment, subletting

or occupancy, shall be paid to Landlord by Tenant when collected by Tenant. Any

consideration paid in connection with any sale or other transfer of Tenant's

business or assets shall not be shared with Landlord. Landlord may charge a

reasonable fee not to exceed $1,000 as part of its consent to any assignment,

sublease, or encumbrance.

 

14.    HOLD HARMLESS.

 

      14.01 Tenant shall indemnify and hold harmless Landlord against and from

            any and all claims arising from Tenant's use of the Premises for the

            conduct of its business or from any activity, work, or other thing

            done, permitted or suffered by the Tenant in or about the Building,

            and shall further indemnify and hold harmless Landlord against and

            from any and all claims arising from any breach or default in the

            performance of any obligation on Tenant's part to be performed under

            the terms of this Lease, or arising from any act or negligence of

            the Tenant, or any officer, agent, employee, guest, or invitee of

            Tenant, and from all and against all costs,

 

 

                                        8

<PAGE>

 

 

            reasonable attorneys' fees, expenses and liabilities incurred in or

            about any such claim or any action or proceeding brought thereon,

            and, in any case, action or proceeding be brought against Landlord

            by reason of any such claim, Tenant, upon notice from Landlord shall

            defend the same at Tenant's expense. Landlord shall immediately give

            Tenant notice of such claim, and shall cooperate with the Tenant in

             all reasonable respects. Tenant, as a material part of the

            consideration to Landlord, hereby assumes all risk of damage to

            property or injury to persons in, upon or about the Premises, from

            any cause other than Landlord's negligence or willful acts. Landlord

            or its agents shall not be liable for any damage to property

            entrusted to employees of the Building, nor for loss or damage to

            any property by theft or otherwise, nor for any injury to or damage

            to property resulting from fire, explosion, falling plaster, steam,

            gas, electricity, water or rain which may leak from any part of the

            Building or from the pipes, appliances or plumbing works therein or

            from the roof, street or subsurface or from any other place

            resulting from dampness or any other cause whatsoever, unless caused

            by or due to the negligence of Landlord, its agents, servants or

            employees, or any default in the fulfillment of the Landlord's

            obligations under this Lease. Landlord or its agents shall not be

            liable for interference with the light or other incorporeal

            hereditament, loss of business by Tenant, nor shall Landlord be

            liable for any latent defects in the Premises or in the Building

            (subject to Tenant's rights as set forth in Section 32(d) of this

            Lease). Tenant shall give prompt notice to Landlord in case of fire

            or accidents in the Premises or in the Building or of defects

            therein or in the fixtures or equipment which Tenant has actual

            knowledge of.

 

      14.02 Subject to the waiver of subrogation contained in Section 15, to the

            extent Tenant is not covered by Landlord's and Tenant's insurance,

            Landlord shall, and hereby agrees to, indemnify and hold Tenant

            harmless from any damages, costs and expenses (including reasonable

            attorneys' fees) in connection with loss of life, bodily or personal

            injury or property damage arising from any occurrence in the Common

            Areas of the Building or the land on which the Building is located,

            except to the extent of the acts or omissions of Tenant.

 

         15. SUBROGATION. Landlord and Tenant hereby mutually waive their

respective rights of recovery against each other for any loss which would be

covered by "special form" casualty insurance policies, regardless of whether the

parties obtain such coverage. Each party shall obtain any special endorsements,

if required by their insurer to evidence compliance with the aforementioned

waiver.

 

         16. LIABILITY INSURANCE.

 

16.1 Tenant shall, at Tenant's expense, obtain and keep in force during the term

of this Lease a policy of comprehensive public liability insurance or commercial

general liability insurance with limits not less than $2,000,000, combined

single limit, insuring Landlord and Tenant against any liability arising out of

the ownership, use, occupancy or maintenance of the Premises and all areas

appurtenant thereto, as their interests may appear. Said insurance policy shall

contain an deductible portion not to exceed Five Thousand and no/100ths Dollars

($5,000). The limit of said insurance shall not, however, limit the liability of

the Tenant hereunder. Tenant may carry said insurance under a blanket policy,

providing, however, said insurance by Tenant shall have a Landlord's protective

liability endorsement attached thereto. Tenant may provide any portion of such

coverage under an "excess liability" or "umbrella policy." If Tenant shall fail

to procure and maintain said insurance, Landlord may, but shall not be required

to, procure and maintain same, but at the expense of Tenant after notifying

Tenant and allowing ten (10) business days. Tenant shall deliver to Landlord

prior to occupancy of the Premises certificates evidencing the existence and

amounts of such insurance with named insured as their interests may appear. No

policy shall be cancelable or subject to reduction of coverage except after

thirty (30) days' prior written notice to Landlord.

 

16.2 Landlord shall, at Landlord's expense, obtain and keep in force during the

term of this Lease a policy of comprehensive public liability insurance or

commercial general liability insurance with limits not less than $2,000,000,

combined single limit, insuring Landlord and Tenant against any liability

arising out of the ownership, use, occupancy or maintenance of the Building and

all areas appurtenant thereto, as their interests may appear. The limit of said

insurance shall not, however, limit the liability of the Landlord hereunder.

Landlord may carry said insurance under a blanket policy, providing, however,

said insurance by Landlord shall have a Tenant's protective liability

endorsement attached thereto. Landlord may provide any portion of such coverage

under an "excess liability" or "umbrella policy." If Landlord shall fail to

procure and maintain said insurance, Tenant may, but shall not be required to,

procure and maintain same, but at the expense of Landlord after notifying

Landlord and allowing ten (10) business days. Landlord shall deliver to Tenant

prior to occupancy of the Premises certificates evidencing the existence and

amounts of such insurance with named insured as their interests may appear. No

policy shall be cancelable or subject to reduction of coverage except after

thirty (30) days' prior written notice to Tenant.

 

 

                                        9

<PAGE>

 

16.3. In addition, if either party fails to obtain liability insurance policies

on an "occurrence basis" such party shall obtain extension policies commonly

referred to as "tail" policies at least thirty (30) days prior to the expiration

of any policy which will not be renewed. All extension policies (x) shall

include coverage for all claims made after the date, of the policy not renewed,

regardless of the date such claims are made; and (y) shall have limits equal to

or greater than the policies which are not being renewed. All liability policies

shall specifically: (i) insure performance of the agreement of the party

procuring the policy, to indemnify as, set forth in Section 14 of this Lease, as

it relates to liability for injury to or death of persons and damage to

property; and (ii) provide that although the other party is named as an insured,

it shall nevertheless be entitled to recover under the policy for any loss

suffered as a result of the acts or omissions of the party procuring the

insurance policy.

 

16.4. All insurance which parties are obligated to maintain under any provision

of this Lease, shall be issued by insurance companies authorized to do business

in the jurisdiction in which the Premises is located, which have a "Best's

Letter Rating" of not less than "A" ("Excellent"), with no adverse "Rating

Modifier," and a "Financial Size Category" of not less than "Class VIII" (or

their then current equivalents) in the most current "Best's Key Rating Guide" or

the equivalent in a substitute or successor publication selected by Landlord.

All insurance policies shall be written as primary policy coverage, not

contributing with, or in excess of any coverage carried by the other party or

another.

 

         17. SERVICES AND UTILITIES. Landlord agrees to furnish to the Premises

during all hours and on all days, electricity for normal lighting and fractional

horsepower office machines, heat and air conditioning, water and sanitary sewer

service required for the comfortable use and occupation of the Premises.

Landlord shall also maintain and keep lighted the common stairs, common entries

and toilet rooms in the Building of which the Premises are a part. Landlord

shall not be liable for, and Tenant shall not be entitled to any reduction of

rental by reason of Landlord's failure to furnish any of the foregoing when such

failure is caused by accident, breakage, repairs, strikes, lockouts or other

labor disturbances or labor disputes of any character, or by any other cause,

similar or dissimilar, beyond the reasonable control of Landlord. Landlord shall

not be liable under any circumstances for a loss or injury to property, however

occurring, through or in connection with or incidental to failure to furnish any

of the foregoing, except as to Landlord's negligence or tortious acts; provided,

however, that if the Tenant cannot reasonably use the Premises for the operation

of Tenant's authorized business all Rent shall abate until the Premises is

reasonably suitable for the operation of Tenant's authorized business. Wherever

heat generating machines or equipment are used in the Premises which

extraordinarily affect the temperature otherwise maintained by the air

conditioning system, Landlord reserves the right to install supplementary air

conditioning units in the Premises and the reasonable cost thereof, including

the cost of installation, and the cost of operation and maintenance thereof

shall be paid by Tenant to Landlord upon demand by Landlord.

 

                  Tenant will not, without written consent of Landlord, use any

apparatus or device in the Premises, including, but without limitation thereto,

electronic data processing machines, punch card machines, and machines using in

excess of 220 volts, which will in any extraordinary way increase the amount of

electricity usually furnished or supplied for the use of the Premises as general

office space; nor connect with electric current except through electrical

outlets in the Premises, any apparatus or device, for the purpose of using

electric current. If Tenant shall require water or electric current

extraordinarily in excess of that usually furnished or supplied for the use of

the Premises as general office space, Tenant shall first procure the written

consent of Landlord, which Landlord shall not unreasonably refuse, to the use

thereof and Landlord may cause a water meter or electrical current meter to be

installed in the Premises, so as to measure the amount of water and electric

current consumed for any such use. The reasonable cost of any such meters and of

installation, maintenance and repair thereof shall be paid for by the Tenant and

Tenant agrees to pay to Landlord promptly within 20 days after demand therefor

by Landlord for the extraordinary portion of all such water and electric current

consumed as shown by said meters at the rates charged for such services by the

local public utility furnishing the same, plus any additional expense incurred

in keeping account of the water and electric current so consumed. If a separate

meter is not installed, such excess cost for such water and electric current

will be established by an estimate made by a utility company or electrical

engineer and it is agreed that the cost of hiring such person and obtaining such

estimate shall be shared equally by Landlord and Tenant.

 

 

                                       10

<PAGE>

 

         18. PROPERTY TAXES. Tenant shall pay, or cause to be paid, before

delinquency, any and all taxes levied or assessed and which become payable

during the term hereof upon all Tenant's leasehold improvements, equipment,

furniture, fixtures and personal property located in the Premises; except that

which has been paid for by Landlord, and is the standard of the Building. In the

event any or all of Tenant's leasehold improvements, equipment, furniture,

fixtures and personal property shall be assessed and taxed with the Building,

Tenant shall pay to Landlord its share of such taxes within thirty (30) days

after receipt by Tenant from Landlord of a statement in writing setting forth

the amount of such taxes applicable to Tenant's property which statement shall

include a copy of the tax bill.

 

         19. RULES AND REGULATIONS. Tenant shall faithfully observe and comply

with the non-discriminatory and even-handedly enforced rules and regulations

that Landlord shall, from time to time, promulgate for the use of the Premises

and the Common Facilities which are not contrary to any provision of this Lease

and do collectively not impose any significant limitation on the Tenant's use of

the Premises and the Common Facilities as set forth in this Lease and the rules

and regulations which are attached to this Lease as Exhibit B and do not

collectively impose any obligation on the part of Tenant to incur material out

of pocket expense not imposed by this Lease and the rules and regulations

attached to this Lease as Exhibit B. Landlord reserves the right, from time to

time, to make all reasonable modifications to said rules. The additions and

modifications to those rules shall be binding upon Tenant 20 days after delivery

of a copy of them to Tenant. Landlord shall not be responsible to Tenant for the

nonperformance of any said rules by any other tenants or occupants. A copy of

the current rules and regulations are attached hereto as Exhibit B.

 

          20. HOLDING OVER. If Tenant remains in possession of the Premises or

any part after the expiration of the term hereof, without the express written

consent of Landlord, such occupancy shall be a tenancy from month-to-month at a

rental in the amount of one and one-half times the last monthly rental, plus all

other charges payable hereunder, and upon all the terms hereof applicable to a

month-to-month tenancy.

 

         21. ENTRY BY LANDLORD. Landlord reserves, and shall during normal

business hours upon reasonable written notice to Tenant and subject to Tenant's

security requirements, as herein defined, the right to enter the Premises,

inspect the same, supply janitorial service and any other service to be provided

by Landlord to Tenant hereunder, to submit said Premises to prospective

purchasers or during the last six months of the term to prospective tenants, to

post notices of non-responsibility, and to alter, improve or repair the Premises

and any portion of the Building of which the Premises are a part that Landlord

may reasonably deem necessary or desirable; provided, however, that: (i) to the

extent any entry upon the Premises materially interferes with the conduct of

Tenant's business and Tenant's use of the Premises for the purposes authorized

by this Lease, the Rent shall be equitably abated, and (ii) Landlord shall take

all steps reasonably required to minimize interference with Tenant's use of the

Premises, including without limitation intended, and by way of example only,

whenever feasible, by performing work outside of normal business hours. In

connection with any work to be performed by Landlord under this Lease, Landlord

may erect scaffolding and other necessary structures where reasonably required

by the character of the work to be performed, always providing that the entrance

to the Premises shall not be blocked thereby. Except for such abatement of Rent,

Tenant hereby waives any claim for damages or for any injury or inconvenience to

or interference with Tenant's business, any loss of occupancy or quiet enjoyment

of the Premises, and any other loss occasioned thereby unless caused by

negligence or tortious acts of Landlord or Landlord's breach of its obligations

under this Section. For each of the aforesaid purposes, Landlord shall, at all

times, have and retain a key with which to unlock all of the doors in, upon and

about the Premises, excluding Tenant's vaults, safes and files and locked

interior rooms, and Landlord shall have the right to use any and all means which

Landlord may deem proper to open said doors in an emergency, in order to obtain

entry to the Premises without liability to Tenant except for the damage

resulting from the entry and any failure to exercise due care for Tenant's

property. Any such entry to the Premises obtained by Landlord by any of said

means, or otherwise shall not, under any circumstances, be construed or deemed

to be a forcible or unlawful entry into, or a detainer of, the Premises, or an

eviction of Tenant from the Premises or any portion thereof.

 

 

                                        11

<PAGE>

 

         22. RECONSTRUCTION. In the event the Premises, or the Building of which

the Premises are a part, are damaged by fire or other perils covered by "special

form" casualty insurance, Landlord agrees to forthwith repair the same to

substantially the same condition as existed immediately prior to such damage;

and this Lease shall remain in full force and effect, except that the Tenant

shall be entitled to an equitable reduction of the Rent while such repairs are

being made. Such proportionate reduction to be based upon the extent to which

the damage and the making of such repairs shall materially interfere with the

business carried on by the Tenant in the Premises. If the damage is due to the

fault or neglect of Tenant or its employees, there shall be no abatement of rent

unless the damage is covered by "special form" casualty insurance. If the

restoration of the Premises or the Building is not likely to be completed, or is

not completed, within 180 days after the date of the casualty, the Tenant shall

have the right to terminate this Lease without liability. Landlord shall give

Tenant at least 30 days prior notice of the date when the Premises would be

restored and delivered to Tenant. During any period of rent abatement or

reduction as described in this Section 22, it is agreed and understood that such

rent abatement or reduction shall commence on the date which the Premises or

portion thereof are subjected to such damage or casualty and continue until the

later of (a) the date that is thirty (30) days after the date that Landlord

provides notice to Tenant of the repair and restoration of the Premises or (b)

the date on which the Premises are restored and possession of such is delivered

to Tenant.

 

                  In the event the Premises or the Building of which the

Premises are a part are damaged as a result of any cause other than the perils

covered by fire and extended coverage insurance, then Landlord shall forthwith

repair the same within one hundred and fifty (150) days of casualty, provided

the extent of the destruction be less than ten percent (10%) of the then full

replacement cost of the Premises or the Building of which the Premises are a

part. In the event the destruction of the Premises or the Building is to an

extent greater than ten percent (10%) of the full replacement cost, then

Landlord shall have the option: (1) to repair or restore such damage, this Lease

continuing in full force and effect, but the rent to be proportionately reduced

as hereinabove in this Section provided; or (2) give notice to Tenant at any

time within thirty (30) days after such damage terminating this Lease as of the

date specified in such notice, which date shall be no less than thirty (30) and

no more than sixty (60) days after the giving of such notice. In the event of

giving such notice, this Lease shall expire and all interest of the Tenant in

the Premises shall terminate on the date so specified in such notice and the

Rent, reduced by a proportionate amount, based upon the extent, if any, to which

such damage materially interfered with the business carried on by the Tenant in

the Premises, shall be paid up to date of said such termination. Notwithstanding

anything to the contrary contained in this Section, Landlord shall not have any

obligation whatsoever to repair, reconstruct or restore the Premises when the

damage resulting from any casualty covered under this Section occurs during the

last twelve (12) months of the term of this Lease or any extension thereof and

in the event of such casualty during the last twelve (12) months of the term of

this Lease either Landlord or Tenant shall have the right to terminate this

Lease by giving written notice to the other party within thirty (30) days of

such casualty; provided, however, that if there is an unexercised renewal term

of the Lease remaining, Tenant shall have the right to exercise such term by

giving Landlord notice thereof within 30 days after the date Landlord gives

Tenant notice of termination, in which event Landlord's notice of termination

shall be a nullity

 

                  Landlord shall not be required to repair any injury or damage

by fire or other casualty, or to make any repairs or replacements of any panels,

decoration, office fixtures, railings, floor coverings, partitions, or any other

property installed in the Premises by Tenant unless covered by Landlord's

insurance as part of the Building.

 

                  Except for the abatements of Rent provided for in this Lease,

The Tenant shall not be entitled to any compensation or damages from Landlord

for loss of the use of the whole or any part of the Premises, or Tenant's

personal property, unless caused by Landlord, or, subject to Section 21, any

compensation or damages for inconvenience or annoyance occasioned by such

damage, repair, reconstruction or restoration.

 

Landlord shall throughout the Lease term maintain "special form" casualty

insurance coverage for the Building and all related insurable improvements, for

their full replacement cost, with an agreed value endorsement.

 

 

                                       12

<PAGE>

 

 

The term "special form" insurance coverage as used in this Lease may exclude the

perils of "flood," "earthquake," and "law and ordinance" for the Building and

all related insurable improvements, for their full replacement cost, with an

agreed value endorsement.

 

         23. DEFAULT. The occurrence of any one or more of the following events

shall constitute a default and breach of this Lease:

 

                  a. The vacating or abandonment of the Premises by Tenant,

without payment of Rent, where such failure shall continue for a period of ten

(10) days after written notice thereof by Landlord to Tenant.

 

                  b. The failure by Tenant to make any payment of rent or any

other payment required to be made by Tenant hereunder, as and when due, where

such failure shall continue for a period of ten (10) days after written notice

thereof by Landlord to Tenant.

 

                  c. The failure by Tenant to observe or perform any of the

covenants, conditions or provisions of this Lease to be observed or performed by

the Tenant, other than described in Section 23.b above, where such failure shall

continue for a period of thirty (30) days after written notice thereof by

Landlord to Tenant; provided, however, that if the nature of Tenant's default is

such that more than thirty (30) days are reasonably required for its cure, then

Tenant shall not be deemed to be in default if Tenant takes steps to commence

such cure within said thirty (30) day period and thereafter diligently

prosecutes such cure to completion.

 

                  d. The making by Tenant of any general assignment or general

arrangement for the benefit of creditors; or the filing by or against Tenant of

a petition to have Tenant adjudged a bankrupt, or a petition of reorganization

or arrangement under any law relating to bankruptcy (unless, in the case of a

petition filed against Tenant, the same is dismissed within 90 days); or the

appointment of a trustee or a receiver to take possession of substantially all

of Tenant's assets located at the Premises or of Tenant's interest in this

Lease, where possession is not restored to Tenant within 90 days; or the

attachment, execution or other judicial seizure of substantially all of Tenant's

assets located at the Premises or of Tenant's interest in this Lease, where such

seizure is not discharged in 90 days.

 

                  e. If Landlord is in default in the performance of any

obligation un